Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 10, 2022 | Jun. 30, 2021 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39470 | ||
Entity Registrant Name | VIEW, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-3235065 | ||
Entity Address, Address Line One | 195 South Milpitas Blvd | ||
Entity Address, City or Town | Milpitas, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95035 | ||
City Area Code | 408 | ||
Local Phone Number | 263-9200 | ||
Entity Well-known Seasoned Issuer | No | ||
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 | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0.8 | ||
Entity Common Stock, Shares Outstanding | 219,222,346 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001811856 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Class A common stock, par value, $0.0001 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value, $0.0001 per share | ||
Trading Symbol | VIEW | ||
Security Exchange Name | NASDAQ | ||
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Trading Symbol | VIEWW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | San Francisco, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 281,081 | $ 63,232 |
Accounts receivable, net of allowances | 30,605 | 12,252 |
Inventories | 10,267 | 6,483 |
Prepaid expenses and other current assets | 21,579 | 6,213 |
Total current assets | 343,532 | 88,180 |
Property and equipment, net | 268,401 | |
Property and equipment, net | 282,560 | |
Restricted cash | 16,462 | 10,461 |
Right-of-use assets | 21,178 | |
Deposits with supplier | 7,566 | 1,084 |
Other assets | 21,927 | 7,862 |
Total assets | 679,066 | 390,147 |
Current liabilities: | ||
Accounts payable | 24,186 | 14,562 |
Accrued expenses and other current liabilities | 57,986 | 42,150 |
Accrued compensation | 9,508 | 10,827 |
Deferred revenue | 11,460 | 2,649 |
Debt, current | 1,470 | 247,248 |
Total current liabilities | 104,610 | 317,436 |
Debt, non-current | 13,960 | 15,430 |
Redeemable convertible preferred stock warrant liability | 0 | 12,323 |
Sponsor earn-out liability | 7,624 | 0 |
Lease liabilities | 22,997 | |
Other liabilities | 50,537 | 56,844 |
Total liabilities | 199,728 | 402,033 |
Commitments and contingencies (Note 9) | ||
Temporary equity, carrying amount, attributable to parent | 0 | 1,812,678 |
Stockholders' equity (deficit): | ||
Common stock | 22 | 0 |
Additional paid-in-capital | 2,736,647 | 89,789 |
Accumulated deficit | (2,257,331) | (1,914,353) |
Total stockholders' equity (deficit) | 479,338 | (1,824,564) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | $ 679,066 | $ 390,147 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 08, 2021 | Mar. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||||||
Redeemable convertible preferred stock par or stated value per share ( in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Redeemable convertible preferred stock authorized (in shares) | 0 | 1,000,000 | 224,409,612 | |||
Redeemable convertible preferred stock shares issued (in shares) | 0 | 121,431,310 | ||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | 5,222,852,052 | 121,431,310 | 121,436,000 | 105,584,000 | |
Redeemable convertible preferred stock liquidation preference | $ 0 | $ 1,749,201 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 262,797,235 | |||
Common stock, shares issued (in shares) | 219,195,971 | 1,708,476 | ||||
Common stock, share outstanding (in shares) | 219,195,971 | 217,076,712 | 76,565,107 | 1,708,476 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | Mar. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement [Abstract] | ||||
Revenue | $ 74,007 | $ 32,926 | $ 23,955 | |
Costs and expenses: | ||||
Cost of revenue | 194,714 | 120,634 | 203,732 | |
Research and development | 93,477 | 68,822 | 74,850 | |
Selling, general, and administrative | 131,214 | 73,958 | 73,530 | |
Income from legal settlement | 0 | 0 | (22,500) | |
Total costs and expenses | 419,405 | 263,414 | 329,612 | |
Loss from operations | (345,398) | (230,488) | (305,657) | |
Interest and other income (expense), net | ||||
Interest income | 65 | 499 | 5,591 | |
Interest expense | (5,954) | (26,820) | (10,594) | |
Other expense, net | (6,355) | (32) | (108) | |
Gain (loss) on fair value change, net | 24,290 | 7,155 | 1,750 | |
Loss on extinguishment of debt | $ (10,000) | (10,018) | 0 | (3,040) |
Interest and other income (expense), net | 2,028 | (19,198) | (6,401) | |
Loss before benefit (provision) of income taxes | (343,370) | (249,686) | (312,058) | |
Benefit (provision) for income taxes | 392 | (40) | (51) | |
Net and comprehensive loss | (342,978) | (249,726) | (312,109) | |
Net and comprehensive loss | $ (342,978) | $ (249,726) | $ (312,109) | |
Net loss per share, basic (in dollars per share) | $ (1.97) | $ (148.81) | $ (198.66) | |
Net loss per share, diluted (in dollars per share) | $ (1.97) | $ (148.81) | $ (198.66) | |
Weighted-average shares used in calculation of net loss per share, basic (in shares) | 173,692,582 | 1,678,098 | 1,571,045 | |
Weighted-average shares used in calculation of net loss per share, diluted (in shares) | 173,692,582 | 1,678,098 | 1,571,045 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) - USD ($) $ in Thousands | Total | As Previously Reported | Retroactive application of reverse recapitalization | Common Stock | Common StockAs Previously Reported | Common StockRetroactive application of reverse recapitalization | Additional Paid-In Capital | Additional Paid-In CapitalAs Previously Reported | Additional Paid-In CapitalRetroactive application of reverse recapitalization | Accumulated Deficit | Accumulated DeficitAs Previously Reported |
Beginning balance (in shares) at Dec. 31, 2018 | 105,584,000 | 4,541,214,000 | (4,435,630,000) | ||||||||
Beginning balance at Dec. 31, 2018 | $ 1,512,915 | $ 1,512,915 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs (in shares) | 15,852,000 | ||||||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs | $ 299,809 | ||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 121,436,000 | ||||||||||
Ending balance at Dec. 31, 2019 | $ 1,812,724 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 1,375,000 | 59,128,000 | (57,753,000) | ||||||||
Beginning balance at Dec. 31, 2018 | (1,321,981) | (1,321,981) | $ 0 | $ 6 | $ (6) | $ 30,537 | $ 30,531 | $ 6 | $ (1,352,518) | $ (1,352,518) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of common stock upon exercise of common stock warrants (in shares) | 155,000 | ||||||||||
Issuance of common stock upon exercise of common stock warrants | 66 | 66 | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 121,000 | ||||||||||
Issuance of common stock upon exercise of stock options | 677 | 677 | |||||||||
Stock-based compensation | 29,076 | 29,076 | |||||||||
Net loss | (312,109) | (289,904) | (312,109) | ||||||||
Ending balance (in shares) at Dec. 31, 2019 | 1,651,000 | ||||||||||
Ending balance at Dec. 31, 2019 | $ (1,604,271) | $ 0 | 60,356 | (1,664,627) | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Cancellation of Series A, Series B, and Series E redeemable convertible preferred stock (in shares) | (5,000) | ||||||||||
Cancellation of Series A, Series B, and Series E redeemable convertible preferred stock | $ (46) | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 121,431,310 | ||||||||||
Ending balance at Dec. 31, 2020 | $ 1,812,678 | 1,812,678 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 58,000 | ||||||||||
Issuance of common stock upon exercise of stock options | 455 | 455 | |||||||||
Cancellation of Series A, Series B, and Series E redeemable convertible preferred stock | 46 | 46 | |||||||||
Stock-based compensation | 28,932 | 28,932 | |||||||||
Net loss | (249,726) | $ (256,982) | (249,726) | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 1,709,000 | ||||||||||
Ending balance at Dec. 31, 2020 | $ (1,824,564) | $ 0 | 89,789 | (1,914,353) | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | 121,431,000 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | $ 1,812,678 | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of common stock upon exercise of common stock warrants (in shares) | 121,431,000 | ||||||||||
Issuance of common stock upon exercise of common stock warrants | $ 1,812,678 | $ 12 | 1,812,666 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 190,000 | 76,000 | |||||||||
Issuance of common stock upon exercise of stock options | $ 413 | 413 | |||||||||
Reverse recapitalization transaction, net of fees (in shares) | 93,865,000 | ||||||||||
Reverse recapitalization transaction, net of fees | 745,751 | $ 10 | 745,741 | ||||||||
Conversion of redeemable convertible preferred stock warrants to common stock warrants in connection with reverse recapitalization | 7,267 | 7,267 | |||||||||
Vesting of restricted stock units (in shares) | 115,000 | ||||||||||
Issuance of common stock in connect with WorxWell acquisition (in shares) | 2,000,000 | ||||||||||
Issuance of common stock in connect with WorxWell acquisition | 5,558 | 5,558 | |||||||||
Issuance of warrants in connection with WorxWell acquisition | 1,593 | 1,593 | |||||||||
Stock-based compensation | 73,620 | 73,620 | |||||||||
Net loss | (342,978) | (342,978) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 219,196,000 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 479,338 | $ 22 | $ 2,736,647 | $ (2,257,331) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Stock issuance costs recorded in APIC | $ 191 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (342,978) | $ (249,726) | $ (312,109) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 41,757 | 24,958 | 25,239 |
Gain on fair value change | (24,290) | (7,155) | (1,750) |
Accrued interest expense and amortization of debt discount | 1,507 | 2,379 | 3,523 |
Loss on extinguishment of debt | 10,018 | 0 | 3,040 |
Stock-based compensation | 73,620 | 28,932 | 29,076 |
Income from legal settlement | 0 | 0 | (22,500) |
Other | 464 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (18,218) | (105) | (4,811) |
Inventories | (3,784) | 566 | (3,243) |
Prepaid expenses and other current assets | (17,191) | 23,073 | (662) |
Other assets | (2,673) | (1,361) | 226 |
Accounts payable | 5,339 | 3,005 | 2,175 |
Deferred revenue | 6,222 | 544 | 491 |
Accrued compensation | (1,319) | 3,435 | (355) |
Accrued expenses and other liabilities | 10,213 | 5,765 | 47,645 |
Net cash used in operating activities | (261,313) | (165,690) | (234,015) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (26,099) | (37,638) | (119,793) |
Purchase of short-term investments | 0 | 0 | (348,322) |
Maturities of short-term investments | 0 | 32,866 | 315,456 |
Acquisitions, net of cash acquired | (4,938) | 0 | 0 |
Net cash used in investing activities | (31,037) | (4,772) | (152,659) |
Cash flows from financing activities: | |||
Proceeds from draws related to revolving debt facility, net of issuance costs | 0 | 250,000 | 145,981 |
Repayment of revolving debt facility | (257,454) | (150,000) | 0 |
Repayment of other debt obligations | 0 | (1,714) | (44,750) |
Payments of obligations under capital leases | (1,278) | ||
Payments of obligations under capital leases | (1,515) | (2,613) | |
Proceeds from issuance of common stock upon exercise of stock options and warrants | 403 | 455 | 743 |
Proceeds from reverse recapitalization and PIPE financing | 815,184 | 0 | 0 |
Payment of transaction costs | (41,655) | (745) | 0 |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | 0 | 299,809 |
Net cash provided by financing activities | 515,200 | 96,481 | 399,170 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 222,850 | (73,981) | 12,496 |
Cash, cash equivalents and restricted cash, beginning of period | 74,693 | 148,674 | 136,178 |
Cash, cash equivalents and restricted cash, end of period | 297,543 | 74,693 | 148,674 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 19,380 | 12,703 | 4,536 |
Cash paid for income taxes | 28 | 40 | 51 |
Non-cash investing and financing activities: | |||
Conversion of redeemable convertible preferred stock to common stock | 1,812,678 | 0 | 0 |
Conversion of redeemable convertible preferred stock warrants to common stock warrants | 7,267 | 0 | 0 |
Common stock issued in exchange for services associated with the reverse recapitalization | 7,500 | 0 | 0 |
Holdback related to acquisition | 1,061 | 0 | 0 |
Change in accounts payable and other liabilities related to purchase of property and equipment | 6,254 | (10,494) | 8,960 |
Change in right-of-use assets or property and equipment exchanged for lease obligations | 1,094 | ||
Change in right-of-use assets or property and equipment exchanged for lease obligations | 0 | 781 | |
Deferred transaction costs included in accounts payable and accrued expenses and other current liabilities | $ 0 | $ 3,687 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Organization View, Inc. (f/k/a CF Finance Acquisition Corp. II) and its wholly-owned subsidiaries (collectively “View” or the “Company”) headquartered in Milpitas, California, is a technology company that manufactures smart building products intended to help improve people’s health, productivity and experience, while simultaneously reducing energy consumption. View’s primary product is a proprietary electrochromic or “smart” glass panel that when combined with View’s proprietary network infrastructure and software, intelligently adjusts in response to the sun by tinting from clear to dark states, and vice versa thereby reducing heat and glare. The Company is devoting substantially all of its efforts towards the manufacturing, sale and further development of its product platforms, and marketing of both custom and standardized product solutions. The Company has also devoted significant resources to enable its new View Smart Building Platform, a new offering beginning in 2021. On March 8, 2021 (the “Closing Date” or “Closing”), CF Finance Acquisition Corp. II (“CF II”), a Delaware corporation, consummated the previously announced merger pursuant to an Agreement and Plan of Merger, dated November 30, 2020 (the “Merger Agreement”), by and among CF II, PVMS Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CF II (“Merger Sub”), and View, Inc. (hereinafter referred to as “Legacy View”). Pursuant to the Merger Agreement, a business combination between CF II and Legacy View was effected through the merger of Merger Sub with and into Legacy View, with Legacy View (the “Business Combination”) surviving as the surviving company and as a wholly-owned subsidiary of CF II (the “Merger” and collectively with the other transactions described in the Merger Agreement, the “Transactions”). On the Closing Date, CF II changed its name from CF Finance Acquisition Corp. II to View, Inc. and Legacy View changed its name to View Operating Corporation. On March 8, 2021, the Company completed the Transactions and raised net proceeds of $771.3 million, net of transaction costs of $43.9 million. In conjunction with the Transactions, the Company repaid in full the revolving debt facility of $276.8 million, including accrued interest and future interest through maturity of the notes of $26.8 million. See Note 4 for additional information regarding the reverse recapitalization. Emerging Growth Company (EGC) Status The Company became a large accelerated filer as of December 31, 2021 because our aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2021 was greater than $700 million. Prior to that, we were an “emerging growth company,” or EGC, as defined in the Jumpstart Our Business Startups Act of 2012. As an EGC, we were previously eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation and being allowed to extend transition periods available to private companies for complying with new or revised accounting standards. We can no longer avail ourselves of these exemptions and are now required to comply with the standards and compliance dates for large accelerated filers. Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial reporting and reflect the financial position, results of operations and cash flows of the Company. The Company’s consolidated financial statements include the accounts of View, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company's fiscal year ends on December 31. As a result of the Transactions completed on March 8, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted in an amount determined by application of the exchange ratio of 0.02325 (“Exchange Ratio”), which was based on Legacy View’s implied price per share prior to the Merger. All amounts are presented in U.S. dollars ($). Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Since inception, the Company has not achieved profitable operations or positive cash flows from operations. The Company’s accumulated deficit totaled $2,257.3 million as of December 31, 2021. For the years ended December 31, 2021, 2020 and 2019, we had a net loss of approximately $343.0 million, $249.7 million and $312.1 million, respectively, and negative cash flows from operations of approximately $261.3 million, $165.7 million and $234.0 million respectively. Cash and cash equivalents as of December 31, 2021 was $281.1 million. The Company has historically financed its operations through the issuance and sale of redeemable convertible preferred stock, the issuance of debt financing, the gross proceeds associated with the Merger and revenue generation from product sales. The Company’s continued existence is dependent upon its ability to obtain additional financing, enter into profitable sales contracts and generate sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require significant amounts of capital to sustain operations and the Company will need to make the investments it needs to execute its long-term business plans. The Company has determined that there is substantial doubt about its ability to continue as a going concern, as the Company does not currently have adequate financial resources to fund its forecasted operating costs and meet its obligations for at least twelve months from the filing of this Annual Report on Form 10-K. While the Company will seek to raise additional capital, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing. In addition, recent and anticipated future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, will impact the cost of debt financing. If we are unable to obtain adequate capital resources to fund operations, we would not be able to continue to operate our business pursuant to our current business plan, which would require us to modify our operations to reduce spending to a sustainable level by, among other things, delaying, scaling back or eliminating some or all of our ongoing or planned investments in corporate infrastructure, business development, sales and marketing, research and development and other activities, which would have a material impact on our operations and our ability to increase revenues, or we may be forced to discontinue our operations entirely. View’s Pandemic Response The COVID-19 pandemic has impacted health and economic conditions throughout the U.S., including the construction industry. The COVID-19 pandemic continues to be dynamic and evolving, and the extent to which COVID-19 impacts the Company’s operations will depend on future developments that cannot be predicted with certainty, including the duration of the pandemic, resurgences of COVID-19 infections and the emergence of new variants, the availability and efficacy of vaccines, new information that may emerge concerning the severity of COVID-19 and the governmental measures to contain or treat its impact, among others. COVID-19’s disruptions to the construction industry may reduce or delay new construction projects or result in cancellations or delays of existing planned construction. Supply of certain materials used by the Company in the manufacturing of its products that are sourced from a limited number of suppliers may also be disrupted. For example, we utilize semiconductor chips in certain products that we manufacture, and semiconductor chips have been subject to an ongoing global shortage. This shortage may cause delays in our production and increase the cost to obtain semiconductor chips and components that use semiconductor chips. In addition, long-term effects of COVID-19 on employer work-from-home policies and therefore demand for office space cannot be predicted. Any one or a combination of such events could have a material adverse effect on the Company’s financial results. To address these conditions, the Company established protocols to continue business operations as an essential industry, helped insulate its supply chain from delays and disruptions, and assessed its business operations and financial plans as a result of COVID-19. The Company optimized its financial plan by focusing on sales growth and by reducing and delaying incremental spending on operating and capital expenditures compared with the pre-COVID business plan. In particular, in the second quarter of 2020, the Company began reducing operating costs through headcount reductions and reduction of operating expenditures for third-party contractors. During 2021, these cost reduction efforts were relaxed and headcount increased in order to respond to increased demand for our product and services. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and the accompanying notes. Significant estimates include the warranty accrual, the fair value of common stock prior to reverse recapitalization and other assumptions used to measure stock-based compensation, the fair value of the redeemable convertible preferred stock, warrants, sponsor earn-out liability, and the estimation of costs to complete the performance obligations under contracts for revenue recognition. Other estimates include the fair value of acquired intangible assets and their respective useful lives, the determination of standalone selling price of various performance obligations, the valuation of deferred tax assets and uncertain income tax positions, and the recoverability of long-lived assets. The Company bases its estimates on historical experience, the current economic environment, and on assumptions that it believes are reasonable under the circumstances. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. The Company adjusts such estimates and assumptions when facts and circumstances dictate which may require significant judgment. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ significantly from these estimates. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. Cash and cash equivalents are held by domestic financial institutions with high credit standings. Such deposits may, at times, exceed federally insured limits. As of December 31, 2021, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the year ended December 31, 2021, two customers represented greater than 10.0% of total revenue, accounting for 24.0% of total revenue. For the years ended December 31, 2020 and 2019, one customer accounted for 10.2% and 11.2% of total revenue, respectively. Four customers accounted for 53.0% of total accounts receivable, net as of December 31, 2021, including 15.2%, 13.3%, 12.8% and 11.8%, respectively. One customer accounted for 23.6% of accounts receivable, net as of December 31, 2020. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. Certain materials used by the Company in the manufacturing of its products are purchased from a limited number of suppliers. Shortages could occur in these materials due to an interruption of supply or increased demand in the industry. For the years ended December 31, 2021, 2020 and 2019, one supplier accounted for 34.0%, 42.8%, and 42.6% of total purchases, respectively. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities from the date of purchase of three months or less to be cash equivalents. Cash equivalents are invested in demand deposits, U.S. Treasury bills and money market mutual funds. The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. Demand deposits and U.S Treasury bills are carried at cost, which approximates fair value and money market funds are reported at fair value based upon quoted market prices. Restricted Cash The Company is required by its bank to collateralize letters of credit issued to the Company’s lessors, suppliers, customers, utility providers, and for the Company’s purchasing card program. All amounts in restricted cash as of December 31, 2021 and 2020 represent funds held in certificates of deposit and are stated at cost, which approximates fair value. Restricted cash is classified as current or non-current on the consolidated balance sheets based on the remaining term of the restriction. Fair Value Measurement of Financial Assets and Liabilities Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. U.S. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions. Cash equivalents relating to demand deposits and U.S. Treasury bills, accounts receivable, and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments. Short- term and long-term debt are carried at amortized cost, which approximates its fair value. See Note 6 for further information. Accounts Receivable, Net of Allowances Accounts receivable consists of current trade receivables due from customers recorded at invoiced amount, net of allowances for credit losses. Judgment is required in assessing the realization of these receivables, including the current creditworthiness of each customer and related aging of the past-due balances. The Company records accounts receivable at the invoiced amount. The Company maintains an allowance for credit losses to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, the customer’s current financial condition, and considers macroeconomic factors to estimate expected future credit losses. In the year ended December 31, 2021, the Company recorded an immaterial increase in the allowance for credit losses. The Company regularly reviews accounts receivable for collectability and establishes or adjusts the allowance for credit losses as necessary using the specific identification method based on the available facts. The allowance for credit losses totaled $0.7 million and $0.2 million at December 31, 2021 and 2020, respectively. Contract Assets and Liabilities Billing practices for certain contracts with customers are governed by the contract terms of each project based on (i) progress toward completion approved by the owner, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method. The Company records contract assets and contract liabilities to account for these differences in timing. Certain contracts under which we perform work contain retainage provisions. Retainage refers to amounts that we have billed to the customer, but such amounts are being held for payment by the customer pending satisfactory completion of the project. Retainage on active contracts is classified as a current asset regardless of the term of the contract and is generally collected within one year of the completion of a contract. At December 31, 2021 and 2020, contract assets included $2.6 million and nil, respectively, of retainage, which was being contractually withheld by customers until completion of the associated contracts. Other contract assets arise when the Company recognizes revenues for performance under its contracts, but the Company is not yet entitled to bill the customer under the terms of the contract. At December 31, 2021 and 2020, these other contract assets totaled $9.6 million and $1.2 million, respectively, for revenue that has been recognized for performance, but the customer has not yet been billed. Once amounts are billed to customers, the asset is classified within Accounts Receivable, Net of Allowances. Contract liabilities represent the Company’s obligation to provide goods or services to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Contract liabilities are presented as deferred revenue on the consolidated balance sheets. Inventories Inventories consist of finished goods which are stated at the lower of cost or net realizable value. Costs are measured on a first-in, first out basis using standard cost, which approximates actual cost. Net realizable value is the estimated selling price of the Company’s products in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Inventories are written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value, or are in excess of expected demand. Once inventory is written down, its new value is maintained until it is sold, scrapped, or written down for further valuation losses. The valuation of inventories requires the Company to make judgments based on currently available information about the likely method of disposition and current and future product demand relative to the remaining product life. Inventory valuation losses are classified as cost of revenue in the consolidated statements of comprehensive loss. The Company recorded inventory impairments of $10.4 million, $11.2 million, and $22.4 million as of December 31, 2021, 2020, and 2019. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally two In 2021, the Company decided that additional production space was required to meet future expected demand. Accordingly, the Company evaluated the space availability in its manufacturing facility and determined that certain assets used for research and development purposes would be disassembled to make room for additional production capacity. Consequently, the Company made the decision to abandon and shorten the life of these assets to coincide with their removal date, resulting in accelerated depreciation of $14.4 million included in research and development expenses in the consolidated statement of comprehensive loss. Additionally, in 2021, the Company recorded a loss of $1.1 million, of which $0.9 million was included in cost of revenue and $0.2 million was included in selling, general and administrative expenses in the consolidated statement of comprehensive loss for assets that were no longer in service and had no alternative use. In 2020, the Company recorded a loss of $1.1 million, of which $0.1 million was included in cost of revenue, $0.7 million was included in research and development and $0.3 million was included in selling, general and administrative expenses in the consolidated statement of comprehensive loss for assets that were no longer in service and had no alternative use. In 2019, the Company recorded a loss of $3.9 million in research and development expenses in the consolidated statement of comprehensive loss for an asset used for research and development purposes that was no longer in service and had no alternative use. Internal Use Software Certain development costs associated with internal use software incurred during the application development stage are capitalized. Costs associated with preliminary project phase activities, training, maintenance and any post-implementation costs are expensed as incurred. Capitalized internal use software costs are normally amortized over an estimated useful life of 5 years once the related project has been completed and deployed for use. Such capitalized internal use software has not been material in any of the periods presented through December 31, 2021. Capitalized Software Development Costs The capitalization of software development cost for products to be marketed begins when a product’s technological feasibility has been established. Technological feasibility is established when a working model has been completed and the completeness of the working model has been confirmed by testing. Capitalization ends when the resulting product is available for general market release. Costs during the period prior to technological feasibility are expensed as incurred. The Company ensures that technological feasibility has been achieved for products to be marketed to external users before the release of those products. Capitalized software development costs are amortized using the straight-line amortization method over the estimated useful life of the applicable software. Such software development costs required to be capitalized have not been material in any of the periods presented through December 31, 2021. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events indicate that a potential impairment may have occurred. If such events arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded at the amount by which the carrying amount of the asset group exceeds the fair value of the assets, based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There were no impairments of long-lived assets during the years ended December 31, 2021, 2020 and 2019. The Company regularly reviews its long-lived assets for triggering events or other circumstances that could indicate impairment. As of December 31, 2021, management considered the continued operating losses when combined with the sustained decline in our market capitalization, to be a potential triggering event and therefore performed a quantitative impairment test of our long-lived assets as of December 31, 2021. Based on the results of this test, the Company concluded that the asset group was recoverable and no impairment was recorded as of December 31, 2021. If the decline in the Company’s share price is sustained or the Company identifies other events or circumstances indicating the carrying amount of an asset or asset group may not be recoverable, this would require further testing of these assets and it may result in an impairment of such assets. Leases Effective January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases and the subsequently issued supplemental and/or clarifying ASUs known as Accounting Standards Codification (“ASC”) Topic 842 (collectively “ASC 842”) using the optional transition method. See Recent Accounting Pronouncements Adopted below, which discusses the initial adoption of this new guidance. Our lease portfolio includes leases for our manufacturing facility, office space and various types of equipment. The Company determines if an agreement contains a lease at the inception of a contract. The asset component of our operating leases is recorded as Right-of-use ("ROU") assets and the current and noncurrent operating lease liability components are recorded as other current liabilities and lease liabilities, net of current portion, respectively, in our consolidated balance sheet. The asset component of our finance leases is included in property and equipment, net, and the current and noncurrent finance lease components are recorded as part of other current liabilities and other liabilities, respectively, in our consolidated balance sheet. Assets under finance leases are depreciated in a manner similar to other property and equipment. The Company made a policy election to not recognize leases with a lease term of twelve months or less in the Consolidated Balance Sheet. For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term. In addition, a ROU asset is recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. The Company calculates the present value of future payments using its incremental borrowing rate when the discount rate implicit in the lease is not known. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The Company determines the applicable incremental borrowing rate at the lease commencement date based on the rates of its secured borrowings, which is then adjusted for the appropriate lease term and risk premium. In determining the Company's ROU assets and operating lease liabilities, the Company applies these incremental borrowing rates to the minimum lease payments within each lease agreement. ROU assets and lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. Operating lease cost is recognized on a straight-line basis over the lease term, and includes amounts related to short-term leases. For finance leases, we record interest expense on the lease liability in addition to amortizing the ROU asset, which is generally straight-line, over the shorter of the lease term or the useful life of the ROU asset. We recognize variable lease payments, which are considered non-components of the lease, as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space we lease. Prior to fiscal 2021, total lease payments over the non-cancellable term of an operating lease were recognized as rent expense on a straight-line basis over the lease term, with the excess of expense recognized over lease payments made recorded as a deferred rent liability on the balance sheet. Any lease incentive payments received from lessors were recorded as a liability on the balance sheet and amortized as a reduction of rent expense over the term of the lease. Goodwill and Other Intangible Assets From time to time, the Company makes acquisitions of companies related to existing, complementary or new markets. During 2021, the Company completed two acquisitions, which were individually immaterial to its financial position, results of operations and cash flows. The Company has not presented pro forma combined results for these acquisitions because the impact on previously reported statements of operations would not have been material individually or in the aggregate. Acquisition-related costs are included in general and administrative expenses in the consolidated statements of operations and were immaterial for the year ended December 31, 2021. On July 7, 2021, the Company acquired 100% of the outstanding stock of ioTium, the leading provider of secure, cloud-managed, software-defined IoT networks. The total purchase consideration, net of cash acquired and including deferred consideration of $1.1 million, was $7.0 million. At closing, the Company paid approximately $4.9 million in cash. Total non-cash consideration was $1.0 million and consisted of the settlement of outstanding services due to the Company from ioTium at the transaction date. As part of the purchase price allocation, the Company acquired $5.1 million of intangible assets related to developed technology, trade name, and contract backlog and $3.7 million of goodwill. The goodwill was primarily attributable to strategic opportunities that arose from the acquisition of ioTium. The goodwill was not deductible for tax purposes. The preliminary purchase price allocation is final as of December 31, 2021. On December 1, 2021, the Company acquired certain assets associated with the WorxWell™ data analytics platform for total purchase consideration of $7.2 million. WorxWell’s award-winning, data analytics platform aggregates all building data into a consolidated dashboard to optimize every aspect of build |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements Background of the Restatement As previously disclosed in August 2021, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) initiated an independent investigation concerning the adequacy of the Company’s previously presented warranty-related obligations (the “Investigation”), which has since been completed. As a result of the Investigation, the Audit Committee concluded that (i) the Company’s previously reported liabilities associated with warranty-related obligations and the cost of revenue associated with the recognition of those liabilities were materially misstated, (ii) the Company’s former Chief Financial Officer and certain former accounting staff negligently failed to properly record the liabilities for warranty-related obligations and cost of revenue, and (iii) the Company’s former Chief Financial Officer and certain former accounting staff intentionally failed to disclose certain information to the Company's Board of Directors and the independent auditors, regarding the applicable costs incurred and expected to be incurred in connection with the warranty-related obligations when replacing the IGUs. Specifically, the Company had inappropriately excluded from the warranty obligation the installation labor and freight costs that it had incurred, and expected to continue to incur, when replacing the IGUs. It was also determined that partially offsetting the misstatement which understated the warranty obligation was another misstatement resulting in an overestimate in the estimated failure rates of the impacted IGUs. As a result of these material misstatements, the Company’s warranty liabilities were understated by $25.0 million as of December 31, 2020 and the Company’s Cost of Revenue and Net Loss were overstated by $3.1 million and understated by $20.9 million for the years ended December 31, 2020 and 2019, respectively, as well as understated by $7.1 million for periods prior to 2019, which has been corrected for as an adjustment to Accumulated Deficit as of December 31, 2018. Accordingly, the Company is restating the accompanying annual financial statements as of December 31, 2020 and for the years ended December 31, 2020 and 2019. The Company has also restated its unaudited quarterly financial statements as of March 31, 2021 and 2020 and for the three months then ended in connection with the filing of its Q1 2021 Form 10-Q/A filed with the SEC on June 15, 2022 and its unaudited quarterly financial statements as of June 30, 2020 and September 30, 2020 and for the quarterly and year to date periods then ended in connection with the filing of its Q2 2021 Form 10-Q and Q3 2021 Form 10-Q filed with the SEC on June 15, 2022. In addition to restating for the warranty-related misstatements, the Company is also correcting for other immaterial misstatements in the accompanying financial statements, included within the Other Adjustments column of the tables below. Such adjustments include a $1.1 million understatement of Net Loss which originated in periods prior to 2019, as well as the following: a. the misstatement of depreciation expense for certain fixed assets; b. timing of the recognition of commissions expense due to contractual service requirements necessary to earn such commission; c. timing differences resulting from performance obligations associated with certain revenue contracts that were not initially identified and deferred over the period earned; d. the misstatement of liabilities associated with performance obligations promised to customers in connection with IGU failures; and e. certain income statement and balance sheet misclassifications, as well as other immaterial misstatements. Effect of the Restatement The effects of the prior-period misstatements on our Consolidated Balance Sheet, Statements of Comprehensive Income and Cash Flows are reflected in the tables below (in thousands, except per share data). The As Previously Reported column within the Consolidated Balance Sheets below include the retroactive application of the reverse capitalization as further discussed in Note 4 and as disclosed in previous filings. As it relates to the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit, the impact of the restatement was to increase net loss and comprehensive loss as shown below, which had a corresponding impact on Accumulated Deficit. We have also restated impacted amounts within the accompanying notes to the consolidated financial statements, as applicable. Consolidated Balance Sheet December 31, 2020 As Previously Reported Investigation Adjustments Other Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 63,232 $ — $ — $ 63,232 Accounts receivable, net of allowances 12,252 — — 12,252 Inventories 6,483 — — 6,483 Prepaid expenses and other current assets 6,881 — (668) (b), (e) 6,213 Total current assets 88,848 — (668) 88,180 Property and equipment, net 282,560 — — 282,560 Restricted cash 10,461 — — 10,461 Deposits with supplier 1,084 — — 1,084 Other assets 7,862 — — 7,862 Total assets $ 390,815 $ — $ (668) $ 390,147 Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 14,562 $ — $ — $ 14,562 Accrued expenses and other current liabilities 36,480 4,849 821 (d) 42,150 Accrued compensation 14,665 — (3,838) (b) 10,827 Deferred revenue 2,111 — 538 (c) 2,649 Debt, current 247,248 — — 247,248 Total current liabilities 315,066 4,849 (2,479) 317,436 Debt, non-current 15,430 — — 15,430 Redeemable convertible preferred stock warrant liability 12,323 — — 12,323 Other liabilities 36,731 20,113 — 56,844 Total liabilities 379,550 24,962 (2,479) 402,033 Redeemable convertible preferred stock 1,812,678 — — 1,812,678 Stockholders' equity (deficit): Additional paid-in-capital 89,789 — — 89,789 Accumulated deficit (1,891,202) (24,962) 1,811 (1,914,353) Total stockholders' equity (deficit) (1,801,413) (24,962) 1,811 (1,824,564) Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) $ 390,815 $ — $ (668) $ 390,147 Consolidated Statements of Comprehensive Loss Fiscal Year Ended December 31, 2020 As Previously Reported Investigation Adjustments Other Adjustments As Restated Revenue 32,302 — 624 (c), (e) 32,926 Costs and expenses: Cost of revenue 123,110 (3,054) 578 (a), (d), (e) 120,634 Research and development 69,491 — (669) (a), (e) 68,822 Selling, general, and administrative 77,445 — (3,487) (a), (b) 73,958 Total costs and expenses 270,046 (3,054) (3,578) 263,414 Loss from operations (237,744) 3,054 4,202 (230,488) Interest and other income (expense), net Interest income 499 — — 499 Interest expense (26,820) — — (26,820) Other expense, net (32) — — (32) Gain (loss) on fair value change, net 7,155 — — 7,155 Interest and other income (expense), net (19,198) — — (19,198) Loss before benefit (provision) of income taxes (256,942) 3,054 4,202 (249,686) Benefit (provision) for income taxes (40) — — (40) Net and comprehensive loss (256,982) 3,054 4,202 (249,726) Net loss per share, basic and diluted $ (153.14) $ 1.82 $ 2.50 $ (148.81) Weighted-average shares used in calculation of net loss per share, basic and diluted 1,678,098 — — 1,678,098 Fiscal Year Ended December 31, 2019 As Previously Reported Investigation Adjustments Other Adjustments As Restated Revenue 24,324 — (369) (c), (e) 23,955 Costs and expenses: Cost of revenue 179,675 20,866 3,191 (a), (e) 203,732 Research and development 77,696 — (2,846) (a), (b) 74,850 Selling, general, and administrative 72,905 — 625 (a), (b) 73,530 Income from legal settlement (22,500) — — (22,500) Total costs and expenses 307,776 20,866 970 329,612 Loss from operations (283,452) (20,866) (1,339) (305,657) Interest and other income (expense), net Interest income 5,591 — — 5,591 Interest expense (10,594) — — (10,594) Other expense, net (108) — — (108) Gain (loss) on fair value change, net 1,750 — — 1,750 Loss on extinguishment of debt (3,040) — — (3,040) Interest and other income (expense), net (6,401) — — (6,401) Loss before benefit (provision) of income taxes (289,853) (20,866) (1,339) (312,058) Benefit (provision) for income taxes (51) — — (51) Net and comprehensive loss (289,904) (20,866) (1,339) (312,109) Net loss per share, basic and diluted $ (184.53) $ (13.28) $ (0.85) $ (198.66) Weighted-average shares used in calculation of net loss per share, basic and diluted 1,571,045 — — 1,571,045 Consolidated Statements of Cash Flows Fiscal Year Ended December 31, 2020 As Previously Reported Investigation Adjustments Other Adjustments As Restated Cash flows from operating activities: Net loss (256,982) 3,054 4,202 (a), (b), (c), (d), (e) (249,726) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 26,258 — (1,300) (a), (e) 24,958 Gain on fair value change, net (7,155) — — (7,155) Amortization of debt discount 2,379 — — 2,379 Stock-based compensation 28,932 — — 28,932 Changes in operating assets and liabilities: Accounts receivable (105) — — (105) Inventories 566 — — 566 Prepaid expenses and other current assets 24,044 — (971) (b), (e) 23,073 Other assets (1,361) — — (1,361) Accounts payable 3,005 — — 3,005 Deferred revenue 914 — (370) (c) 544 Accrued compensation 5,432 — (1,997) (b) 3,435 Accrued expenses and other liabilities 8,383 (3,054) 436 (d), (e) 5,765 Net cash used in operating activities (165,690) — — (165,690) Non-cash investing and financing activities: Change in accounts payable balance and other liabilities related to purchase of property and equipment (9,455) — (1,039) (e) (10,494) Fiscal Year Ended December 31, 2019 As Previously Reported Investigation Adjustments Other Adjustments As Restated Cash flows from operating activities: Net loss (289,904) (20,866) (1,339) (a), (b), (c), (d), (e) (312,109) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 24,379 — 860 (a), (e) 25,239 Gain on fair value change, net (1,750) — — (1,750) Amortization of debt discount 3,523 — — 3,523 Loss on extinguishment of debt 3,040 — — 3,040 Stock-based compensation 29,076 — — 29,076 Income from legal settlement (22,500) — — (22,500) Changes in operating assets and liabilities: Accounts receivable (4,811) — — (4,811) Inventories (3,243) — — (3,243) Prepaid expenses and other current assets (467) — (195) (b), (e) (662) Other assets 226 — — 226 Accounts payable 2,175 — — 2,175 Deferred revenue 122 — 369 (c) 491 Accrued compensation (660) — 305 (b) (355) Accrued expenses and other liabilities 26,779 20,866 — 47,645 Net cash used in operating activities (234,015) — — (234,015) Non-cash investing and financing activities: Change in accounts payable balance and other liabilities related to purchase of property and equipment 7,921 — 1,039 (e) 8,960 |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash, cash equivalents, and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows consisted of the following (in thousands): December 31, 2021 2020 Cash $ 33,581 $ 24,657 Cash equivalents: $ 247,500 $ 38,575 Cash and cash equivalents $ 281,081 $ 63,232 Restricted cash included in prepaid expenses and other current assets $ — $ 1,000 Restricted cash $ 16,462 $ 10,461 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 297,543 $ 74,693 |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse RecapitalizationIn connection with the Merger, the Company raised $815.2 million of gross proceeds including the contribution of $374.1 million of cash held in CF II’s trust account from its initial public offering, net of redemptions of CF II Class A Common Stock held by CF II’s public stockholders of $125.9 million, $260.8 million of private investment in public equity (“PIPE”) at $10.00 per share of CF II’s Class A Common Stock, and $180.3 million of additional PIPE at $11.25 per share of CF II’s Class A Common Stock. Immediately before the Merger, all of Legacy View’s outstanding warrants were net exercised for shares of Legacy View Class A common stock. Upon consummation of the Merger, all holders of Legacy View Class A common stock and redeemable convertible preferred stock received shares of the Company’s Class A common stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio based on the completion of the following transactions contemplated by the Merger Agreement: • the cancellation of each issued and outstanding share of Legacy View Capital Stock and the conversion into the right to receive a number of shares of View Inc. Class A Common Stock equal to the Exchange Ratio; • the conversion of all outstanding Legacy View Warrants into warrants exercisable for shares of View Inc. Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio; and • the conversion of all outstanding vested and unvested Legacy View Options into options exercisable for shares of View Inc. Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio. In connection with the Merger, the Company incurred $43.9 million of Transaction costs, consisting of underwriting, legal, and other professional fees, of which $42.4 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $1.5 million was expensed immediately. The number of shares of Class A common stock issued immediately following the consummation of the Merger at March 8, 2021 was: Number of Shares Common stock of CF II outstanding prior to the Merger (1) 62,500,000 Less redemption of CF II shares (12,587,893) CF II Sponsor Earnout Shares outstanding prior to the Merger 1,100,000 Common stock of CF II 51,012,107 Shares issued in PIPE financing 42,103,156 Shares issued for in kind banker fee payment 750,000 Merger and PIPE financing shares 42,853,156 Legacy View shares converted (2) 123,211,449 Total 217,076,712 (1) Includes CF II Class A shareholders of 50,000,000 and CF II Class B shareholders of 12,500,000. (2) The number of Legacy View shares was determined from the 76,565,107 shares of Legacy View common stock and 5,222,852,052 shares of Legacy View redeemable convertible preferred stock outstanding, which were converted to an equal number of shares of Legacy View common stock upon the closing of the Merger, and then converted at the Exchange Rate to Class A common stock of the Company. All fractional shares were rounded down to the nearest whole share. The Merger was accounted for as a reverse recapitalization because Legacy View was determined to be the accounting acquirer. Under this method of accounting, CF II was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Company will represent a continuation of the financial statements of Legacy View with the Merger treated as the equivalent of Legacy View issuing stock for the net assets of CF II, accompanied by a recapitalization. The net assets of CF II will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Legacy View. Legacy View was determined to be the accounting acquirer based on the following facts and circumstances: • Legacy View stockholders comprised a relative majority of voting power of View; • Legacy View had the ability to nominate a majority of the members of the board of directors of View; • Legacy View’s operations prior to the acquisition comprising the only ongoing operations of View; • Legacy View’s senior management comprising a majority of the senior management of View; and • View substantially assuming the Legacy View name. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The Company disaggregates revenue between products and services, as well as by major product offering and by geographic market that depict the nature, amount, and timing of revenue and cash flows. The following table summarizes the Company’s revenue by products and services (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Products $ 69,779 $ 31,112 $ 23,451 Services $ 4,228 $ 1,814 $ 504 Total $ 74,007 $ 32,926 $ 23,955 View’s Smart Glass contracts to provide CSS include the sale of both products and services. These services primarily relate to CSS installation and commissioning, and are presented in the table above as Services. Also included within Services in the table above are revenues associated with extended or enhanced warranties. View Smart Glass contracts to provide IGUs, View Smart Building Platform contracts and View Smart Building Technologies contracts relate to the sale of products. The following table summarizes the Company's revenue by major product offering (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Smart Glass $ 41,740 $ 32,926 $ 23,955 Smart Building Platform 28,686 — — Smart Building Technologies 3,581 — — Total $ 74,007 $ 32,926 $ 23,955 Smart Glass Under View’s Smart Glass product offering, the Company is a provider of building materials in the form of IGUs and CSS. The Company recognizes revenue over time as each IGU is manufactured. The Company generally recognizes revenue at a point in time for CSS products. Revenue is recognized for CSS system design, installation and commissioning upon customer acceptance and revenue is recognized for the CSS control panels upon shipment. In limited circumstances, the Company contracts to provide extended or enhanced warranties of our products outside of the terms of its standard assurance warranty, which are recognized as revenue over the respective term of the respective extended or enhanced warranty period. Smart Building Platform During 2021, the Company entered into and commenced work on the first contract under our new offering, View Smart Building Platform, a complete interrelated and integrated platform that combines our smart glass IGUs, the fabrication, unitization and installation of the framing of those IGUs, any combination of View Smart Building Technologies, and installation of the completed smart glass windows and CSS components into a fully installed Smart Building Platform. As the Company performs a significant service of integrating the promised goods and services into a combined output, these contracts constitute a single, combined performance obligation. Revenue from these contracts is recognized over time using a cost-to-cost input method. Changes in estimated costs to complete View Smart Building Platform projects and the related effect on revenue are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract’s progress towards fulfillment of the performance obligation. The cumulative catch-up adjustments have not been material for the years ended December 31, 2021, 2020 and 2019. Smart Building Technologies The Company's Smart Building Technologies includes a suite of products that can be either integrated into the View Smart Building Platform, added-on to View Smart Glass contracts or sold separately. Revenue is generally recognized over time. Revenue generated from these products has not been material to date. The following table summarizes the Company's revenue by geographic area, which is based on the shipping address of the customers (in thousands): Fiscal Year Ended December 31, 2021 2020 2019 Revenue: United States $ 63,519 $ 30,690 $ 19,394 Canada 9,555 1,351 4,474 Other 933 885 87 Total $ 74,007 $ 32,926 $ 23,955 Remaining Performance Obligations Remaining performance obligations represent the amount of contracted future revenue, including both deferred revenue and non-cancelable contracted amounts that will be invoiced in future periods, not yet recognized as revenue as the amount has been allocated to performance obligations not yet completed, or only partially completed, as of the end of the reporting period. The definition of remaining performance obligations excludes contracts that provide the customer with the right to cancel or terminate for convenience with no substantial penalty, even if historical experience indicates the likelihood of cancellation or termination is remote. The Company applies the practical expedient to not disclose information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less. The Company’s IGU contracts are short-term in nature and the practical expedient has been applied. The Company’s performance obligations in CSS contracts are generally short-term in nature, for which the practical expedient has been applied, with the exception of commissioning services, which are provided at the end of a construction project. Revenue for commissioning services performance obligations is not material. The Company’s performance obligations in Smart Building Platform contracts are longer-term in nature, however many of these contracts provide the customer with a right to cancel or terminate for convenience with no substantial penalty. The transaction price allocated to remaining performance obligations for non-cancelable Smart Building Platform contracts as of December 31, 2021 was $8.4 million that the Company expects to recognize as it satisfies the performance obligations over the next 12 to 24 months which are, among other things, dependent on the construction schedule of the site for which the Company's products and services are provided. The Company’s performance obligations in Smart Building Technologies contracts are generally short-term in nature, for which the practical expedient has been applied. Contract Assets and Liabilities Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing, where payment is conditional, as well as retainage for amounts that we have billed to the customer, but are being held for payment by the customer pending satisfactory completion of the project. Current contract assets as of December 31, 2021 and 2020 were $11.5 million and $1.2 million, respectively, and were included in other current assets. The increase in 2021 primarily relates to contract assets associated with View’s Smart Building Platform contracts, which commenced in 2021. The progress billing schedules for these contracts result in timing differences as compared to the Company’s satisfaction of its performance obligation. Non-current contract assets as of December 31, 2021 and 2020 were $0.7 million and nil, respectively, and were included in other assets. Contract liabilities relate to amounts invoiced or consideration received from customers, typically for the Company’s CSS contracts, in advance of the Company’s satisfaction of the associated performance obligation. Such contract liabilities are recognized as revenue when the performance obligation is satisfied. Contract liabilities are presented as deferred revenue on the consolidated balance sheets. Revenue recognized during the years ended December 31, 2021, 2020 and 2019, which was included in the opening contract liability balance as of January 1, 2021, 2020 and 2019, was $1.2 million, $1.4 million and $0.9 million, respectively. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 247,500 $ — $ — $ 247,500 Total cash equivalents 247,500 — — 247,500 Restricted cash: Certificates of deposit 16,462 — 16,462 Total assets measured at fair value $ 247,500 $ 16,462 $ — $ 263,962 Private warrants liability $ — $ — $ 174 $ 174 Sponsor earn-out liability — — 7,624 7,624 Total liabilities measured at fair value $ — $ — $ 7,798 $ 7,798 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 38,574 $ — $ — $ 38,574 Total cash equivalents 38,574 — — 38,574 Restricted cash: Certificates of deposit — 11,461 — 11,461 Total assets measured at fair value $ 38,574 $ 11,461 $ — $ 50,035 Redeemable convertible preferred stock warrants $ — $ — $ 12,323 $ 12,323 Total liabilities measured at fair value $ — $ — $ 12,323 $ 12,323 The following table provides a reconciliation of the beginning and ending balances for the level 3 financial liabilities measured at fair value using significant unobservable inputs (in thousands): Private Sponsor Redeemable Balance as of December 31, 2018 $ — $ — $ 21,228 Change in fair value — — (1,750) Balance as of December 31, 2019 — — 19,478 Change in fair value — — (7,155) Balance as of December 31, 2020 — — 12,323 Additions during the period 589 26,443 — Change in fair value (415) (18,819) (5,056) Reclass to additional paid-in-capital upon Closing — — (7,267) Balance as of December 31, 2021 $ 174 $ 7,624 $ — Sponsor Earn-out Shares, Private Warrants and redeemable convertible preferred stock warrants are subject to remeasurement to fair value at each balance sheet date. Changes in fair value as a result of the remeasurement are recognized in gain (loss) on fair value change, net in the consolidated statements of operations. The following table summarizes the gain (loss) on fair value change, net (in thousands): Fiscal year ended December 31, 2021 2020 2019 Private Warrants $ 415 $ — $ — Sponsor Earn-out Liability 18,819 — — Redeemable Convertible Preferred Stock Warrants 5,056 7,155 1,750 Gain (loss) on fair value change, net $ 24,290 $ 7,155 $ 1,750 Valuation of redeemable convertible preferred stock warrants The Company used the Black-Scholes option-pricing model, which incorporates assumptions and estimates, to value the redeemable convertible preferred stock warrants. The Company determined the fair value per share of the underlying redeemable convertible preferred stock by taking into consideration the most recent sales of its redeemable convertible preferred stock, results obtained from third-party valuations and additional factors that are deemed relevant. As the Company operated as a private company until March 2021, specific historical and implied volatility information of its stock is not available. Therefore, the Company estimated the expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the expected term of the redeemable convertible preferred stock warrant. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the expected term of the redeemable convertible preferred stock warrant. The Company estimated a 0% expected dividend yield based on the fact that the Company had never paid or declared dividends through the Closing Date at which time these redeemable convertible preferred stock warrants were converted to common stock warrants and classified as a component of stockholders’ equity. See Note 4 for additional information regarding the reverse recapitalization. The market-based assumptions used in the valuations include the following: March 8, 2021 (Closing Date) December 31, 2020 December 31, 2019 Expected volatility 52%-75% 70% 70% Expected term (in years) 0.08-7.71 2.0 2.0 Expected dividends 0% 0% 0% Risk-free rate 0.04%-1.28% 0.1% 1.6% Discount for lack of marketability 5.0%-33.0% 11%-55% 20%-55% Valuation of Sponsor Earn-Out liability The estimated fair value of the Sponsor Earn-Out Shares was determined using a Monte Carlo simulation valuation model using the following assumptions: December 31, 2021 March 8, 2021 (Closing Date) Stock price $3.91 $9.19 Expected volatility 52.50% 29.20% Risk free rate 1.12% 0.86% Expected term (in years) 4.2 5.0 Expected dividends 0% 0% Current stock price: The stock price was based on the closing price as of the valuation date. Expected volatility: The volatility rate was determined using a Monte Carlo simulation to estimate the implied volatility of the warrants as such warrants are publicly traded. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the remaining expected term of the earnout period. Expected term: The expected term is the remaining contractual term of the earnout period. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future. Valuation of Private Warrants The estimated fair value of the Private Warrants was determined using the Black-Scholes option-pricing model using the following assumptions: December 31, 2021 March 8, 2021 (Closing Date) Stock price $3.91 $9.19 Expected volatility 52.50% 29.20% Risk free rate 1.04% 0.73% Expected term (in years) 3.7 4.5 Expected dividends 0% 0% Other |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following (in thousands): Estimated Useful Lives December 31, (in Years) 2021 2020 Testing and chamber equipment 7 $ 14,267 $ 15,853 Tenant improvements 2-15 42,608 41,888 Plant and manufacturing equipment 7-12 156,560 175,498 Computer hardware and software 5 21,079 20,269 Furniture and fixtures 7 3,809 3,730 Construction in progress 165,165 151,618 Property and equipment, gross 403,488 408,856 Less: Accumulated depreciation (135,087) (126,296) Property and equipment, net $ 268,401 $ 282,560 The Company recorded depreciation expense of $40.7 million, $24.9 million and $25.2 million, including $15.5 million, $1.1 million and $3.9 million related to assets which were no longer in service and had no alternative use for the years ended December 31, 2021, 2020 and 2019, respectively. |
Other Balance Sheet Information
Other Balance Sheet Information | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other Balance Sheet Information | Other Balance Sheet Information Other assets consisted of the following (in thousands): December 31, 2021 2020 Goodwill $ 8,997 $ — Purchased technology and other intangible assets, net $ 7,239 $ 626 Other $ 5,691 $ 7,236 Other assets $ 21,927 $ 7,862 Accrued compensation consisted of the following (in thousands): December 31, 2021 2020 Accrued vacation $ 4,693 $ 3,990 Other 4,815 6,837 Accrued compensation $ 9,508 $ 10,827 Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued interest $ — $ 14,540 Warranty accrual ( Note 1 ) 8,868 8,864 Contract loss accrual ( Note 5 ) 17,240 — Environmental settlement accrual ( Note 9 ) 2,950 — Lease liability ( Note 10 ) 3,581 — Other 25,347 18,746 Accrued expenses and other current liabilities $ 57,986 $ 42,150 Other liabilities consisted of the following (in thousands): December 31, 2021 2020 Warranty accrual ( Note 1 ) $ 33,388 $ 38,814 Legal settlement liability 7,834 9,658 Contract loss accrual ( Note 5 ) 3,422 — Environmental settlement accrual ( Note 9 ) 2,000 — Other 3,893 8,372 Other liabilities $ 50,537 $ 56,844 In December 2014, the Company finalized the terms of a litigation settlement with a third-party whereby the Company agreed to pay the other party a total of $32.0 million periodically over the next ten years. The Company recorded the present value of future payments as a liability and records interest expense as it accretes the liability. The Company paid $6.0 million for the year ended December 31, 2021 and $2.0 million for the year ended December 31, 2020. As of December 31, 2021, the Company is required to pay the remaining liability amount of $7.8 million through 2025, all of which is included above as long term within the Legal settlement liability of other liabilities, as the annual payment for fiscal year 2022 was paid in advance during December 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indemnifications From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify the Company's officers, directors, and employees for liabilities arising out of their employment relationship. Generally, a maximum obligation under these contracts is not explicitly stated. Because the maximum amounts associated with these agreements are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. The Company has not been required to make payments under these obligations, and no liabilities have been recorded for these obligations on the Company's consolidated balance sheets. Standby Letter of Credit During the course of business, the Company's bank issues standby letters of credit on behalf of the Company to certain vendors and other third parties of the Company. As of December 31, 2021 and 2020, the total value of the letters of credit issued by the bank are $16.5 million and $11.5 million, respectively. No amounts have been drawn under the standby letter of credit. Commitments In June 2021, the Company entered into a promissory note with one of its customers pursuant to which the customer may draw amounts in a maximum aggregate principal amount of $10.0 million. The amount of the draws are limited to amounts incurred by subcontractors contracted by View in relation to the project. The note is not a revolving facility, which means that outstanding amounts under the note that are repaid cannot be re-borrowed. The promissory note has a maturity date set at the fourth anniversary of the date of the first advance to the customer. The promissory note bears no interest during the period between the first advance to the customer and the maturity date, with interest increasing to an annual rate of 3.5% thereafter. As of December 31, 2021, the customer has made zero advances on the promissory note. Litigation Settlements The Company previously alleged claims for legal malpractice in relation to legal representation and related services provided by a law firm to the Company in connection with certain corporate matters. Both the Company and the law firm settled their dispute via a mediation regarding claims alleged by the Company against the law firm and signed a formal written settlement agreement in December 2019. Per the terms of the signed agreement, the law firm agreed to pay an amount of $22.5 million as consideration to settle the dispute. The Company recorded $22.5 million as income reflecting the recovery of previously incurred losses from the legal settlement in the consolidated statement of comprehensive loss for the year ended December 31, 2019. The Company received this amount in January 2020. Litigation From time to time, the Company is subject to claims, litigation, internal or governmental investigations, including those related to labor and employment, contracts, intellectual property, environmental, regulatory compliance, commercial matters and other related matters, some of which allege substantial monetary damages and claims. Some of these actions may be brought as class actions on behalf of a class or purported class of employees. The Company is also defendants in judicial and administrative proceedings involving matters incidental to our business. Legal expenses are expensed as incurred. The Company accrues a charge when management determines that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a loss is probable, the Company records an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, the Company records the lowest amount in the estimated range of loss and discloses the estimated range. The Company does not record liabilities for reasonably possible loss contingencies, but does disclose a range of reasonably possible losses if they are material and the Company is able to estimate such a range. If the Company cannot provide a range of reasonably possible losses, the Company explains the factors that prevent it from determining such a range. The Company regularly evaluates current information available to it to determine whether an accrual should be established or adjusted. The ultimate outcome of legal proceedings involves judgments, estimates, and inherent uncertainties and cannot be predicted with certainty. Should the ultimate outcome of any legal matter be unfavorable, the Company's business, financial condition, results of operations, or cash flows could be materially and adversely affected. The Company may also incur substantial legal fees, which are expensed as incurred, in defending against legal claims. Securities Litigation On August 18, 2021, plaintiff Asif Mehedi filed a putative securities class action in the United States District Court for the Northern District of California ( Mehedi v. View, Inc. f/k/a CF Finance Acquisition Corp. II et al. (No. 5:21CV06374, N.D. Cal.)) alleging violations of the federal securities laws by the Company, Rao Mulpuri, and Vidul Prakash. The complaint alleges that defendants violated Section 10(b) of the Securities Exchange Act of 1934 (and SEC Rule 10b-5 promulgated thereunder) and that Mulpuri and Prakash violated Section 20(a) of the Exchange Act. The complaint asserts claims on behalf of a putative class of persons who acquired the Company’s stock between November 30, 2020 and August 16, 2021. The complaint alleges that defendants failed to disclose to investors that the Company had not properly accrued warranty costs related to its product; that there was a material weakness in the Company’s internal control over financial reporting related to warranty accrual; that the Company’s financial results for prior periods were misstated as a result; and that defendants’ positive statements about the Company’s business were materially misleading. The complaint alleges that the foregoing statements caused the price of the Company’s stock to be inflated and that class members were damaged when the price of the Company’s stock declined on August 16, 2021, when the Company announced an independent investigation concerning the adequacy of the Company’s previously disclosed warranty accrual. Plaintiff seeks unspecified compensatory damages and costs, including attorneys’ and expert fees. On February 8, 2022, the Court appointed Stadium Capital LLC lead plaintiff and denied the competing motion of Sweta Sonthalia. On March 14, 2022, Ms. Sonthalia filed a Petition for a Writ of Mandamus, asking the Ninth Circuit Court of Appeals to vacate the lead plaintiff order. On April 11, 2022, the district court denied Ms. Sonthalia’s motion to stay proceedings in the district court pending disposition of the writ petition. The writ petition is now fully briefed in the Ninth Circuit and is being considered for oral argument in August, September, or October 2022. Pursuant to a stipulated schedule, Stadium Capital will file an amended complaint no later than 30 days after View files its Restatement with the SEC; defendants will file an answer or motion(s) to dismiss within 60 days of the filing of the amended complaint; Stadium Capital will file its opposition(s) to the motion(s) within 30 days of the filing of the motion(s) to dismiss; and defendants will file any reply in support of the motion(s) to dismiss within 30 days of the filing of the opposition brief. Given the early stage of this matter, the Company cannot reasonably estimate the possible loss (or range of loss), if any, at this time; therefore, a liability has not been recorded as of December 31, 2021. Derivative Litigation On December 6, 2021, a purported Company shareholder filed a verified stockholder derivative complaint (nominally on behalf of the Company) against Rao Mulpuri, Nigel Gormly, Harold Hughes, Tom Leppert, Toby Cosgrove, Lisa Picard, Julie Larson-Green, and Vidul Prakash ( Jacobson v. Mulpuri, et al. (No. 1:21CV01719, D. Del.)). The complaint alleges that Mulpuri and Prakash violated Sections 10(b) and 21D of the Exchange Act, and asserts claims against the director defendants for breach of fiduciary duty and waste of corporate assets. The complaint alleges that defendants Mulpuri, Gormly, Hughes, Leppert, Cosgrove, Picard, and Larson-Green failed to prevent the Company from making false statements regarding the Company’s business results and prospects and that the Company has been harmed by incurring legal fees and potential liability in investigations and lawsuits. The complaint seeks unspecified damages and costs, a judgment directing the Company to reform its corporate governance and internal procedures, and unspecified restitution from defendants to the Company. On February 14, 2022, the Court entered the parties’ stipulation staying the litigation until fifteen days after the earliest of: (a) dismissal with prejudice of the Mehedi v. View securities class action and exhaustion of all appeals, or dismissal by settlement; (b) the motion(s) to dismiss Mehedi v. View are denied; or (c) either party gives notice that it no longer consents to the stay. On May 24, 2022, a different purported Company shareholder filed another verified stockholder derivative complaint (nominally on behalf of the Company) against Mulpuri, Gormly, Hughes, Leppert, Cosgrove, Picard, Larson-Green, and Prakash ( Damidi v. Mulpuri et al. (No. 1:22CV00675, D. Del.)). The complaint asserts claims for violation of Sections 10(b) and 21D of the Exchange Act, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The complaint alleges that defendants Mulpuri, Gormly, Hughes, Leppert, Cosgrove, Picard, and Larson-Green failed to prevent the Company from making false statements regarding the Company’s business results and prospects and that the Company has been harmed by incurring legal fees and potential liability in investigations and lawsuits. The complaint seeks unspecified damages and costs, punitive damages, and unspecified restitution from defendants to the Company. The Damidi action has been docketed as related to the Jacobson action. Given the early stage of this matter, the Company cannot reasonably estimate the possible loss (or range of loss), if any, at this time; therefore, a liability has not been recorded as of December 31, 2021. Government Investigation On November 9, 2021, the Company announced that it had voluntarily reported to the SEC that the Audit Committee of the Company’s Board of Directors was conducting an independent, internal investigation into the adequacy of the Company’s previously reported warranty accrual. In January 2022, the Company was informed that the SEC is conducting a formal investigation of this matter. The Company has cooperated with the SEC’s investigation and intends to continue doing so. Given the early stage of this matter, the Company cannot reasonably estimate the possible loss (or range of loss), if any, at this time; therefore, a liability has not been recorded as of December 31, 2021. Northern District of Mississippi Environmental Matter In September and August of 2021, the Mississippi Commission on Environmental Quality (“MCEQ”), Desoto County Regional Utility Authority (“DCRUA”) and the City of Olive Branch, Mississippi (“Olive Branch”), each issued notices and orders to the Company with respect to its discharges of water from its Olive Branch facility into the publicly owned treatment works (“POTW”) of DCRUA and Olive Branch without first obtaining a pretreatment permit. In August 2021, a Subpoena to Testify Before a Grand Jury was issued out of the United States District Court for the Northern District of Mississippi (“Subpoena”) to the Company requiring it to produce to the Environmental Protection Agency (“EPA”) various documents relating to environmental matters at its Olive Branch facility, including but not limited to hazardous waste records, air emissions records, storm water discharges records and wastewater disposal records. The Company has cooperated fully with each such notice, order and Subpoena. On April 13, 2022, the Company and the United States Attorney’s Office for the United States District Court for the Northern District of Mississippi agreed in principle to the terms of a global settlement resolving the prospect of claims and charges against the Company relating to all prior discharges of water into the POTW of DCRUA and Olive Branch without first obtaining a pretreatment permit. The principal terms of the settlement are: (1) the Company pleading guilty to a single misdemeanor count for negligently discharging wastewater to a POTW without first obtaining a pretreatment permit in violation of 33 U.S.C. § 1319(c)(1)(A); (2) the Company paying a fine of $3.0 million over a three-year period in equal installments of $1.0 million to the federal government; (3) the Company paying a special assessment of $125 to the federal government pursuant to 18 U.S.C. § 3013(a)(1)(B); (4) the Company entering a separate civil Agreed Order with the MCEQ that requires the payment of a separate civil penalty of $1.5 million; (5) the Company making a separate community service payment in the amount of $0.5 million to DCRUA, to be used for the sole purpose of expanding wastewater treatment capacity in DeSoto County, Mississippi, within 30 days of entering the Plea Agreement; (6) the Company implementing an environmental management system that conforms to ISO 14001:2015 standards or a similar environmental management system approved by the United States Environmental Protection Agency, which is expected to result in $0.3 million in consulting and personnel costs; (7) the Company implementing agreed upon wastewater reduction plans, which is expected to result in approximately $2.0 million in capital expenditures to install a wastewater treatment and recycling system; (8) the Company obtaining a pretreatment permit from MDEQ, or entering an Agreed Order with MCEQ and operating in compliance with that Agreed Order until a permit can be obtained; (9) the Company obtaining wastewater discharge permits from DCRUA and Olive Branch, or entering into Consent/Compliance Order(s) or Agreement(s) with DCRUA and Olive Branch that are consistent with any Agreed Order entered with MCEQ and operating in compliance with such Consent/Compliance Order(s) or Agreement(s) until permits can be obtained; and (10) the Company agreeing to probation for three years. The terms of the Plea Agreement are subject to the approval of the United States District Court for the Northern District of Mississippi. View is in the process of coordinating with MDEQ and the local authorities with respect to the civil orders and/or agreements contemplated by the settlement terms, including obtaining a pretreatment permit from MCEQ, which has not been granted as of the date of this Report. The Plea Agreement will be presented to the Court for approval following these efforts. The date for presentation of the Plea Agreement to the Court has not yet been determined. The Company has recognized the $5.0 million of penalties it expects to incur in conjunction with this settlement within Other expense, net, for the year ended December 31, 2021, which is included within Accrued expenses and other current liabilities as of December 31, 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases As discussed in Note 1 , the Company adopted ASC 842 on January 1, 2021 using the optional transition method. Under this method of adoption, the comparative information in the Consolidated Financial Statements has not been revised and continues to be reported under the previously applicable lease accounting guidance (ASC 840). Disclosure Subsequent to the Adoption of the New Lease Accounting Standard (ASC 842) The Company leases manufacturing facilities, office space, and equipment under both operating and finance leases with various expiration dates through 2023. The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For leases with initial terms greater than 12 months, the Company considers these ROU assets and records the related asset and obligation at the present value of lease payments over the term. For leases with initial terms equal to or less than 12 months, we do not consider them as ROU assets and instead consider them short-term lease costs that are recognized on a straight-line basis over the lease term. Our leases may include escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when its reasonably certain the option will be exercised. We have elected to take the practical expedient and not separate lease and non-lease components of contracts. We estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement because the implicit rate of the lease is generally not known. Our lease agreements do not contain any material residual value guarantees, restrictions or covenants. Lease assets and lease liabilities as of December 31, 2021 were as follows: Leases Classification on Balance Sheet December 31, 2021 Assets Operating leases ROU assets $ 21,178 Finance leases Property and equipment, net $ 1,163 Total ROU assets $ 22,341 Liabilities Current Operating leases Accrued expenses and other current liabilities $ 3,050 Finance leases Accrued expenses and other current liabilities $ 531 Non-current Operating leases Other long-term liabilities $ 22,997 Finance leases Other liabilities $ 619 Total lease liabilities $ 27,197 The components of lease expense for the year ended December 31, 2021 were as follows: Fiscal Year Ended Operating lease cost $ 5,557 Short-term lease cost $ 609 Finance lease cost Amortization of ROU assets $ 1,233 Interest expense $ 130 Total lease cost $ 7,529 Supplemental cash flow information related to our leases are as follows: Fiscal Year Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases 5,787 Operating cash flows for finance leases 130 Financing cash flows for finance leases 1,278 The following table presents the weighted-average remaining lease terms and discount rates related to leases as of December 31, 2021: December 31, 2021 Weighted average remaining lease term (years) Operating leases 6.26 years Finance leases 1.94 years Weighted average discount rate Operating leases 9.42 % Finance leases 7.41 % The following table presents the maturities of our lease liabilities under non-cancellable leases as of December 31, 2021: Fiscal year ended December 31, Operating Leases Finance Leases Total 2022 $ 5,375 $ 595 $ 5,970 2023 $ 5,445 $ 567 $ 6,012 2024 $ 5,370 $ 79 $ 5,449 2025 $ 5,291 $ — $ 5,291 2026 $ 5,380 $ — $ 5,380 Thereafter $ 8,092 $ — $ 8,092 Total lease payments $ 34,953 $ 1,241 $ 36,194 Less: Interest $ 8,906 $ 92 $ 8,998 Total lease liabilities $ 26,047 $ 1,150 $ 27,197 Disclosure Under the Old Lease Accounting Standard (ASC 840) The minimum future rental commitments under ASC 840 for non-cancelable leases with initial maturities greater than one year, payable over the remaining lives of the leases as of December 31, 2020 were: Fiscal year ended December 31, Capital Leases Operating Leases 2021 $ 775 $ 7,543 2022 360 7,722 2023 298 7,905 2024 68 8,093 2025 — 8,285 Thereafter — 22,969 Total lease payments 1,501 62,517 Less: Interest (89) Present value of lease payments 1,412 Less: long-term portion (727) Current portion $ 685 The Company recorded rent expense of $7.2 million and $7.5 million for the years ended December 31, 2020 and 2019, respectively. |
Leases | Leases As discussed in Note 1 , the Company adopted ASC 842 on January 1, 2021 using the optional transition method. Under this method of adoption, the comparative information in the Consolidated Financial Statements has not been revised and continues to be reported under the previously applicable lease accounting guidance (ASC 840). Disclosure Subsequent to the Adoption of the New Lease Accounting Standard (ASC 842) The Company leases manufacturing facilities, office space, and equipment under both operating and finance leases with various expiration dates through 2023. The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For leases with initial terms greater than 12 months, the Company considers these ROU assets and records the related asset and obligation at the present value of lease payments over the term. For leases with initial terms equal to or less than 12 months, we do not consider them as ROU assets and instead consider them short-term lease costs that are recognized on a straight-line basis over the lease term. Our leases may include escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when its reasonably certain the option will be exercised. We have elected to take the practical expedient and not separate lease and non-lease components of contracts. We estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement because the implicit rate of the lease is generally not known. Our lease agreements do not contain any material residual value guarantees, restrictions or covenants. Lease assets and lease liabilities as of December 31, 2021 were as follows: Leases Classification on Balance Sheet December 31, 2021 Assets Operating leases ROU assets $ 21,178 Finance leases Property and equipment, net $ 1,163 Total ROU assets $ 22,341 Liabilities Current Operating leases Accrued expenses and other current liabilities $ 3,050 Finance leases Accrued expenses and other current liabilities $ 531 Non-current Operating leases Other long-term liabilities $ 22,997 Finance leases Other liabilities $ 619 Total lease liabilities $ 27,197 The components of lease expense for the year ended December 31, 2021 were as follows: Fiscal Year Ended Operating lease cost $ 5,557 Short-term lease cost $ 609 Finance lease cost Amortization of ROU assets $ 1,233 Interest expense $ 130 Total lease cost $ 7,529 Supplemental cash flow information related to our leases are as follows: Fiscal Year Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases 5,787 Operating cash flows for finance leases 130 Financing cash flows for finance leases 1,278 The following table presents the weighted-average remaining lease terms and discount rates related to leases as of December 31, 2021: December 31, 2021 Weighted average remaining lease term (years) Operating leases 6.26 years Finance leases 1.94 years Weighted average discount rate Operating leases 9.42 % Finance leases 7.41 % The following table presents the maturities of our lease liabilities under non-cancellable leases as of December 31, 2021: Fiscal year ended December 31, Operating Leases Finance Leases Total 2022 $ 5,375 $ 595 $ 5,970 2023 $ 5,445 $ 567 $ 6,012 2024 $ 5,370 $ 79 $ 5,449 2025 $ 5,291 $ — $ 5,291 2026 $ 5,380 $ — $ 5,380 Thereafter $ 8,092 $ — $ 8,092 Total lease payments $ 34,953 $ 1,241 $ 36,194 Less: Interest $ 8,906 $ 92 $ 8,998 Total lease liabilities $ 26,047 $ 1,150 $ 27,197 Disclosure Under the Old Lease Accounting Standard (ASC 840) The minimum future rental commitments under ASC 840 for non-cancelable leases with initial maturities greater than one year, payable over the remaining lives of the leases as of December 31, 2020 were: Fiscal year ended December 31, Capital Leases Operating Leases 2021 $ 775 $ 7,543 2022 360 7,722 2023 298 7,905 2024 68 8,093 2025 — 8,285 Thereafter — 22,969 Total lease payments 1,501 62,517 Less: Interest (89) Present value of lease payments 1,412 Less: long-term portion (727) Current portion $ 685 The Company recorded rent expense of $7.2 million and $7.5 million for the years ended December 31, 2020 and 2019, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt outstanding consisted of the following (in thousands): Interest Rate - December 31, December 31, 2021 2021 2020 Term loan, due June 30, 2032 0% $ 15,430 $ 15,430 Revolving debt facility, repaid on March 8, 2021 LIBOR+ 9.05% — 250,000 Debt discount — (2,752) Total debt 15,430 262,678 Debt, current 1,470 247,248 Debt, non-current $ 13,960 $ 15,430 Principal payments on all debt outstanding as of December 31, 2021 are estimated as follows (in thousands): Year Ending December 31, Total 2022 $ 1,470 2023 1,470 2024 1,470 2025 1,470 Thereafter 9,550 Total $ 15,430 Term Loan On November 22, 2010, the Company entered into a debt arrangement with a lender, in an amount of $40.0 million ("Term Loan"), for the purpose of financing equipment and tenant improvements at its manufacturing facility in Olive Branch, Mississippi. Pursuant to the original terms, the loan provides for interest-free debt to be repaid in semi-annual payments due on June 30 and December 31 each year. The loan was originally being paid over 24 semi-annual installments through June 30, 2024. On October 22, 2020, the Company entered into an amended and restated debt arrangement with the lender. The amended and restated debt arrangement temporarily suspended the payments. Starting June 30, 2022, the Company is required to make semi-annual payments of $0.7 million through June 30, 2032. The term loan agreement required the Company to invest certain amounts in land, building and equipment and create a certain number of jobs. The term loan agreement, as amended, also includes a covenant for audited consolidated financial statements to be delivered to the lender within 210 days of the Company’s fiscal year end. As of December 31, 2021, the Company was in compliance with these covenants. Equipment Loan In June 2017, the Company entered into an Equipment Loan Agreement with a lender for a committed facility up to $60.0 million (Equipment Loan), within which $20.0 million was subject to further approval by the lender. In 2017, the Company drew down proceeds of $40.0 million in the form of promissory note. The loan bore interest at a rate of 12.25% to 12.5% per annum, compounded on a monthly basis and is payable over 48 months with principal payments starting the 13th month from the drawdown date. The last months principal and interest amount were paid in advance. The loan contained an end of term balloon payment of $5.6 million and the facility fees are $0.3 million each year until the secured obligations are paid in full. The loan is collateralized by specific fixed assets purchased with the proceeds. For the year ended December 31, 2019, the Company recorded interest expense of $4.8 million. In October 2019, the loan and end of term balloon amount were repaid in full prior to its maturity. Upon the prepayment of the term loan, the Company recorded $3.0 million as a loss on extinguishment of debt in the consolidated statement of comprehensive loss. Revolving Debt Facility In October 2019, the Company entered into a secured revolving debt facility pursuant to which the Company may draw amounts in a maximum aggregate principal amount of $200.0 million until January 3, 2020 and $250.0 million after such date, for the purpose of paying payables and other corporate obligations. In October 2019, the Company drew a principal amount of $150.0 million under the facility with weekly maturity dates ranging from 8 days to 364 days. In May 2020, the Company drew the remaining principal amount of $100.0 million available under the facility, which was repayable on May 1, 2021. The facility's original expiration was October 22, 2023, at which time all drawn amounts were to be repaid in full. The interest rate applicable to amounts outstanding under the facility was LIBOR, plus 9.05%. As security for the payment and performance of all obligations under the facility, the Company granted the finance provider a security interest in substantially all of the Company's assets. Under the original agreement, repaid principal amounts became immediately available to be redrawn under the facility with maturity dates of one year through October 23, 2022. As of December 31, 2020, the Company’s available borrowing capacity was nil. As of December 31, 2020, the Company classified the outstanding balance of $250.0 million as a current liability because the Company was in violation of the stockholders’ equity covenant as of such date and the limited waiver from the finance provider waived such violation only through March 31, 2021. In December 2020, the Company entered into an amendment to replace thirteen weekly draws of approximately $2.9 million each, aggregating to $37.5 million in principal amount, with four notes of approximately $9.4 million each, aggregating to $37.5 million in principal amount. On March 8, 2021, upon Closing, the facility was repaid in full in the amount of $276.8 million, including accrued interest and future interest through maturity of the notes of $26.8 million prior to the expiration of the limited waiver from the finance provider. Upon repayment of its obligation, the Company recorded a debt extinguishment loss of $10.0 million, and the facility was terminated. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Stockholders' Equity | Stockholders' Equity Legacy View Redeemable Convertible Preferred Stock Prior to the Merger, Legacy View had outstanding shares of Series A, Series B, Series C, Series D, Series E-2, Series F, Series G, and Series H redeemable convertible preferred stock. Immediately prior to the Merger, each outstanding share of Legacy View redeemable convertible preferred stock converted to Legacy View common stock on a 1:1 conversion ratio. Upon Closing, each issued and outstanding share of Legacy View common stock was cancelled and the holders thereof in exchange received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio. As such, as of December 31, 2021, the Company has no redeemable convertible preferred stock outstanding. See Note 4 for additional information regarding the reverse recapitalization. As of December 31, 2020, the redeemable convertible preferred stock consisted of the following (in thousands, except for share amounts): Shares Authorized December 31, 2020 Shares Outstanding December 31, 2020 Carry Value December 31, 2020 Liquidation Preference Common Stock Issuable Upon Conversion Series A 23,250 18,441 $ 166 $ 238 18,441 B 1,571,798 1,217,066 19,210 18,845 1,217,066 C 2,274,766 608,118 11,495 11,417 608,118 D 2,673,700 612,994 13,263 13,235 612,994 E 7,440,000 4,606,784 100,225 119,361 4,606,784 E-1 131,584 — — — — E-2 115,787 — — — — F 10,462,500 4,861,658 175,182 188,193 4,861,658 G 62,775,000 47,881,788 330,466 231,686 47,881,788 G-1 930,000 — — — — H 75,177,482 10,613,198 197,488 200,852 10,613,198 H-1 60,833,745 51,011,263 965,183 965,374 51,011,263 224,409,612 121,431,310 $ 1,812,678 $ 1,749,201 121,431,310 Common Stock On March 9, 2021, the Company’s common stock and warrants began trading on the Nasdaq Global Select Market under the ticker symbols “VIEW” and “VIEWW,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 600,000,000 shares of common stock with a par value of $0.0001 per share. As of December 31, 2021, the Company had 219,195,971 shares of common stock issued and outstanding. Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock having a par value of $0.0001 per share (“View Inc. Preferred Stock”). The Company’s board of directors has the authority to issue View, Inc. Preferred Stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of December 31, 2021, no shares of View, Inc. Preferred Stock were issued and outstanding. Dividend Common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company’s board of directors and will depend on, among other things, the Company’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company’s board of directors may deem relevant. |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stock Warrants | Stock Warrants Public and Private Warrants Prior to the Merger, CF II issued 366,666 Private Warrants and 16,666,637 Public Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The Warrants became exercisable on August 26, 2021. The Public Warrants and Private Warrants will expire five years after the Closing and five years after August 26, 2020, respectively. The Company may redeem the outstanding warrants, in whole and not in part, upon a minimum of 30 days’ prior written notice of redemption (“Redemption Period”). For purposes of the redemption, “Reference Value” shall mean the last reported sales price of the Company’s common stock for any twenty thirty The Company may redeem the outstanding Public Warrants for cash at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants except that the Private Warrants were not transferable, assignable or salable until April 7, 2021. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees then such warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the Public Warrants. As of December 31, 2021, there were 366,666 Private Warrants and 16,666,637 Public Warrants outstanding, and no Warrants had been exercised. Other Warrants Legacy View also issued redeemable convertible preferred stock and common stock warrants, to various service providers, lenders, investors, at various points in time, which were subsequently converted to the common stock warrants of the Company. Upon consummation of the Merger, each Legacy View warrant that was outstanding was assumed by CF II and converted into a common stock warrant exercisable for common stock equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Legacy View capital stock subject to the Legacy View warrant immediately prior to the Merger multiplied by (b) the Exchange Ratio. Such warrants have a per share exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (i) the exercise price per share of Legacy View capital stock subject to the Legacy View warrant immediately prior to the Merger by (ii) the Exchange Ratio, and, except as specifically provided in the Merger Agreement, each warrant continues to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy View warrant immediately prior to the Merger. Prior to the Merger, the redeemable convertible preferred stock warrants were classified as liabilities on the consolidated balance sheets. See Note 6 for a reconciliation of the beginning and ending balances for the level 3 financial liabilities measured at fair value. On December 1, 2021, in connection with the WorxWell acquisition, the Company issued 1,000,000 common stock warrants to the seller. The following table summarizes the outstanding common stock warrants: Warrant issue date Types of shares Number of Warrants Number of Warrants December 31, 2020 (As converted) Number of Warrants December 31, 2019 (As converted) Exercise Expiry Date August 2010 - June 2011 Common stock (previously Series B redeemable convertible preferred stock) 46,498 46,498 46,498 $ 15.49 March 2023 August 2011 - January 2012 Common stock (previously Series C redeemable convertible preferred stock) 53,256 53,256 71,898 18.78 March 2023 August 2012 Common stock (previously Series D redeemable convertible preferred stock) 45,388 45,388 59,282 21.60 March 2023 December 2013 Common stock (previously Series E redeemable convertible preferred stock) 63,296 63,296 63,296 25.91 March 2023 April 2015 - April 2016 Common stock (previously Series F redeemable convertible preferred stock) 45,207 161,457 161,457 38.71 Through December 2022 April 2016 - November 2018 Common stock (previously Series H redeemable convertible preferred stock) 1,135,391 1,135,391 1,135,395 18.93 Through November 2028 March 2017 Common stock (previously Series H redeemable convertible preferred stock) 1,849,431 1,849,431 1,849,431 12.91 March 2027 March 2014 Common stock 2,324 2,324 2,324 9.47 August 2023 August 2015 Common stock 12,916 12,916 12,916 11.62 December 2022 December 2018 Common stock 24,910 24,910 24,910 9.04 December 2028 August 2020 Common stock (Private Warrants) 366,666 — — 11.50 Through March 2026 August 2020 Common stock (Public Warrants) 16,666,637 — — 11.50 Through March 2026 December 2021 Common stock (in connection with the WorxWell acquisition) 1,000,000 — — 10.00 December 2031 Total stock warrants 21,311,920 3,394,867 3,427,407 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2018 Plan Legacy View’s 2018 Amended and Restated Equity Incentive Plan (formerly the 2009 Equity Incentive Plan), effective November 21, 2018 (the “2018 Plan”), allowed Legacy View to grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards and restricted stock units to eligible employees, directors, and consultants of Legacy View and any parent or subsidiary of Legacy View. In connection with the Closing of the Merger, the 2018 Plan was terminated, the remaining unallocated share reserve under the 2018 Plan was cancelled and no new awards will be granted under the 2018 Plan. 24,657,302 options (as converted, due to retroactive application of reverse recapitalization) outstanding under the 2018 Plan at Closing were assumed by the Company under the 2021 Plan (defined below). The options assumed under the 2021 Plan (defined below) generally vest 20% upon completion of one year of service and 1/60 per month thereafter or vest 25% upon completion of one year of service and 1/48 per month thereafter and generally expire 10 years from the date of grant. 2021 Plan In connection with the Closing of the Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) under which 58,631,907 shares of common stock were initially reserved for issuance. The 2021 Plan permits the grant of incentive stock options (“Options”), nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs)”, and stock bonus awards. As of December 31, 2021, the Company had 18,594,386 shares of common stock reserved for future issuance of equity awards to employees, officers, directors, or consultants under the 2021 Plan. Pursuant to the terms of the Agreement and Plan of Merger, at the Closing of the Merger on March 8, 2021, the Company granted 12,500,000 Officer RSUs for shares of Class A Common Stock of the Company and 5,000,000 options to purchase Class A Common Stock of the Company (“Officer Options”) to View’s executive officers. The Officer RSUs are subject to both time and market-based vesting conditions. The Officer RSUs time vest over a four-year period with 25% to vest on the twelve-month anniversary of the Closing and the remaining 75% to vest on a monthly basis over the following thirty-six months subject to the following market-based vesting. 50% of the Officer RSUs granted to each executive officer will only vest if the share price hurdle of $15.00 is achieved and the remaining 50% of such Officer RSUs will vest if the share price hurdle of $20.00 is achieved. The Officer Options time vest over a four-year period with 25% to vest on the twelve-month anniversary of the Closing and the remaining 75% will vest on a monthly basis over the following thirty-six months. CEO Incentive Plan In connection with the Closing of the Merger, the Company adopted the 2021 Chief Executive Officer Incentive Plan (the “CEO Incentive Plan”) effective March 8, 2021. Pursuant to the CEO Incentive Plan and the terms of the Agreement and Plan of Merger, on March 8, 2021, the Company granted the CEO an option award to purchase Class A common stock of the Company at an exercise price of $10.00 per share, which vests and becomes exercisable upon satisfaction of the performance conditions set forth in the table below, contingent upon the CEO’s continued employment with the Company on each such vesting date. Tranche Option Shares (#) Average 60-day 1 2,500,000 20.00 2 2,500,000 30.00 3 2,500,000 40.00 4 2,500,000 50.00 5 2,500,000 60.00 6 2,500,000 70.00 7 2,500,000 80.00 8 2,500,000 90.00 9 2,500,000 100.00 10 2,500,000 110.00 The following table summarizes the activity under the 2021 Plan (in thousands, except per share data and contractual term) for time vested options: Options Outstanding Number of Weighted- Weighted-Average Aggregate Intrinsic Value 1 Outstanding as of December 31, 2020 1,071,605 $ 0.22 7.6 $ 20,564 Retroactive application of reverse recapitalization (1,046,690) Balance as of December 31, 2020, as converted 24,915 $ 9.32 7.6 $ 20,564 Options granted 5,000 10.00 Exercised (190) 9.04 Canceled/forfeited (2,143) 9.52 Outstanding as of December 31, 2021 27,582 $ 9.43 7.0 $ — Options vested and expected to vest as of December 31, 2021 27,167 $ 9.44 7.0 $ — Exercisable as of December 31, 2021 18,633 $ 9.42 6.5 $ — _____________________ 1 The aggregate intrinsic value is calculated as the difference between the market value of the Company's common shares as of the relevant period end and the respective exercise prices of the options. The market value as of December 31, 2021 was $3.91 per share, which is the closing sale price of View's common shares on that day as reported by the Nasdaq Global Market. The market value as of December 31, 2020 was $9.89 per share, which is the fair value of View's common stock as historically determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The weighted-average grant date fair value per share of stock options granted was $4.38 for the fiscal year ended December 31, 2021. The total grant date fair value of stock options vested was $24.8 million during the fiscal year ended December 31, 2021. The total intrinsic value of options exercised during the fiscal year ended December 31, 2021 was $0.4 million. As of December 31, 2021, total unrecognized compensation cost related to unvested stock options, net of estimated forfeitures, was $33.3 million and is expected to be recognized over a weighted-average remaining service period of 1.9 years. In addition to the time vested options above, as of December 31, 2021, total outstanding stock options under the CEO Incentive Plan was 25,000,000 shares which were issued during the fiscal year ended December 31, 2021 with a grant date exercise price per share of $10.00 and remaining contractual term of 9.2 years. As of December 31, 2021, the CEO Option Award had no intrinsic value. There were no options issued under this plan in 2020. The weighted-average grant date fair value per share of stock options granted under the CEO Incentive Plan was $3.54 for the fiscal year ended December 31, 2021. As of December 31, 2021, total unrecognized compensation cost related to options under the CEO Incentive plan, net of estimated forfeitures, was $73.1 million and is expected to be recognized over a weighted-average remaining service period of 4.4 years. The following table summarizes the activities for our outstanding RSUs under the Company’s 2021 Plan (in thousands, except per share data) during the fiscal year ended December 31, 2021: Number of Weighted Outstanding as of December 31, 2020 — $ — Granted 12,758 6.15 Vested (115) 7.39 Canceled (1,000) 6.12 Outstanding as of December 31, 2021 11,643 $ 6.14 The total grant date fair value of RSUs vested was $0.8 million during the fiscal year ended December 31, 2021. As of December 31, 2021, total unrecognized compensation cost related to RSUs, net of estimated forfeitures, was $42.2 million and is expected to be recognized over a weighted-average remaining service period of 1.7 years. To the extent that the actual forfeiture rate is different than what the Company has anticipated, stock-based compensation related to these awards will be different from expectations. Valuation The estimated grant date fair values of the Company’s time vested stock options granted to employees and non-employees were calculated using the Black-Scholes option-pricing models based on the following assumptions: Fiscal year ended December 31, 2021 2020 2019 Expected volatility 53.0% 70% 49%-70% Expected terms (in years) 6.0 5.4-6.7 5.6-6.7 Expected dividends 0% 0% 0% Risk-free rate 1.07% 0.4%-1.5% 1.5%-2.5% Prior to the Merger, due to the absence of a public market, the Company’s common stock required the Company’s board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of redeemable convertible preferred stock and common, and transactions involving the Company’s stock. The fair value of the Company’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The estimated grant date fair value for each tranche of CEO Option Award and Officer RSUs is determined by using the Monte Carlo Simulation valuation model and the assumptions below. The estimated grant date fair value of the Officer Options is determined using the Black-Scholes option-pricing model. The valuation models incorporated the following key assumptions: CEO Option Officer RSUs Officer Options Expected stock price $9.19 $9.19 $9.19 Expected volatility 54.0% 56.0% 53.0% Risk-free rate 1.59% 0.60% 1.07% Expected terms (in years) 10.0 4.0 6.0 Expected dividends 0% 0% 0% Discount for lack of marketability 20% n/a n/a Stock-based Compensation Expense The Company’s stock-based compensation included in its consolidated statements of comprehensive loss was as follows (in thousands): Fiscal year ended December 31, 2021 2020 2019 Cost of revenue $ 4,930 $ 2,240 $ 3,084 Research and development 8,725 4,438 4,113 Selling, general, and administrative 59,965 22,254 21,879 Total $ 73,620 $ 28,932 $ 29,076 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before income taxes was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (343,444) $ (250,042) $ (312,162) Foreign 74 356 104 Total $ (343,370) $ (249,686) $ (312,058) The components of the provision for income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current Income Tax Provision: Federal $ — $ — $ — State — — — Foreign 65 40 51 Total Current Provision for Income Taxes $ 65 $ 40 $ 51 Year Ended December 31, 2021 2020 2019 Deferred Income Tax (Benefit) Provision: Federal $ (349) $ — $ — State (108) — — Foreign — — — Total Deferred (Benefit) Provision for Income Taxes $ (457) $ — $ — Total (Benefit) Provision for Income Taxes $ (392) $ 40 $ 51 A reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate was as follows: Year Ended December 31, 2021 2020 2019 Tax at statutory rate 21.00 % 21.00 % 21.00 % State tax, net of federal benefit 0.04 % 0.05 % 0.05 % Permanent differences 1.16 % 0.53 % 1.51 % Stock-based compensation (0.18) % (0.03) % (0.33) % Change in valuation allowance (22.17) % (22.41) % (15.04) % Other 0.26 % 0.84 % (6.96) % Total rate 0.11 % (0.02) % 0.23 % The Company's net deferred tax assets consisted of the following (in thousands): December 31, 2021 2020 Net operating loss carryforwards $ 393,967 $ 313,471 Intangibles 4,719 6,802 Research and development credits 7,221 5,636 Accruals and other reserves 18,386 16,007 Inventory reserve 10,415 21,239 Stock-based compensation 34,622 16,842 Lease liability 6,546 — Other 2,427 581 Deferred tax assets before valuation allowance 478,303 380,578 Valuation allowance (459,885) (367,930) Deferred tax assets after valuation allowance 18,418 12,648 Deferred tax liability on fixed assets (13,107) (12,648) Deferred tax liability on ROU Asset (5,311) — Net deferred tax assets $ — $ — As of December 31, 2021, the Company recorded a valuation allowance of $459.9 million for the portion of the deferred tax assets that the Company does not expect to be realized. The valuation allowance on the Company's net deferred tax assets increased by $92.0 million, $67.4 million and $58.7 million during the years ended December 31, 2021, 2020 and 2019, respectively. The changes in valuation allowance are primarily due to additional U.S. deferred tax assets and liabilities incurred in the respective year. The Company continues to monitor the realizability of the U.S. deferred tax assets taking into account multiple factors, including the results of operations, historic losses and magnitude of excess tax deductions for stock-based compensation. The Company intends to continue maintaining a full valuation allowance on the Company's U.S. deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of all, or a portion, of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. As of December 31, 2021, the Company had $1,549.5 million and $1,191.7 million of federal and state net operating loss (“NOL”) carryforwards, respectively, available to offset future taxable income. The federal and state NOL carryforwards, if not utilized, will generally begin to expire in 2022 through 2027. Of the total federal NOL carryforwards, $1,126.1 million were generated post December 31, 2017 and have no expiration. As of December 31, 2021, the Company had research and development tax credits available to offset federal and California tax liabilities in the amount of $5.9 million and $10.8 million, respectively. Federal credits will begin to expire in 2027 and California state tax credits have no expiration. The federal and state NOLs and credit carryforwards are subject to change of ownership limitations provided by the Internal Revenue Code and similar state provisions. In general, if the Company experiences a greater than 50 percentage point aggregate change in ownership over a 3-year period (a “Section 382 ownership change”), utilization of its pre-change NOL and credit carryforwards are subject to an annual limitation. In addition, certain attributes are subject to annual limitations as a result of the acquisition of ioTium, which constitutes a change in ownership as defined under Section 382. Such limitations may result in expiration of a portion of the carryforwards before utilization. The Company’s ability to use NOL carryforwards, research and development credit carryforwards and other tax attributes to reduce future taxable income and liabilities may be further limited as a result of future changes in stock ownership. As a result, if the Company earns net taxable income, its ability to use pre-change NOL carryforwards or other pre-change tax attributes to offset United States federal and state taxable income may still be subject to limitations, which could potentially result in increased future tax liability. The Company has experienced ownership changes since its inception and there have been limitations on net operating losses and tax credits, which have resulted in tax attributes being permanently written-off against its deferred tax assets. The Company maintained undistributed earnings overseas as of December 31, 2021. As of December 31, 2021, the Company believed the funds held by all non-US subsidiaries will be permanently reinvested outside of the U.S. However, if these funds were repatriated to the U.S. or used for U.S. operations, the Company may be subject to withholding taxes in the foreign countries. As a result of tax reform, the Company’s unrepatriated earnings are no longer subject to federal income tax in the U.S. when distributed. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, NOL carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to the tax depreciation methods for qualified improvement property. The CARES Act had an immaterial impact on the Company's income taxes in fiscal year 2021 and 2020. Uncertain Tax Positions The Company establishes reserves for uncertain tax positions based on the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company performs a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Although the Company believes it has adequately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties. The following table summarizes the activity related to the Company's gross unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 6,593 $ 4,829 $ 1,917 Decreases related to prior year tax positions — — — Increases related to prior year tax positions — — 988 Increases related to current year tax positions 1,764 1,764 1,924 Balance at end of year $ 8,357 $ 6,593 $ 4,829 The balance of gross unrecognized tax benefits as of December 31, 2021, 2020 and 2019 was $8.4 million, $6.6 million and $4.8 million, respectively, none of which would affect the Company's income tax expense if recognized. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. It is the Company's policy to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2021, the Company had no accrued interest and penalties related to uncertain tax positions. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Fiscal year ended December 31, 2021 2020 2019 Net loss $ (342,978) $ (249,726) $ (312,109) Weighted-average shares outstanding, basic and diluted 173,692,582 1,678,098 1,571,045 Net loss per share, basic and diluted $ (1.97) $ (148.81) $ (198.66) As a result of the Merger, the weighted-average number of shares of common stock used in the calculation of net loss per share have also been retroactively converted by applying the Exchange Ratio. For the fiscal year ended December 31, 2021, common stock equivalents consisted of stock options, restricted stock units and warrants. For the fiscal years ended December 31, 2020 and 2019, common stock equivalents consisted of stock options, warrants, redeemable convertible preferred stock and related warrants. None of the common stock equivalents were included in the calculation of diluted net loss per share for all periods presented as the Company recorded a net loss. The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: December 31, 2021 2020 2019 Stock options to purchase common stock 27,582,170 24,914,801 26,777,351 Unvested restricted stock units 142,652 — — Warrants to purchase common stock 21,311,920 40,150 40,150 Redeemable convertible preferred stock (on an if-converted basis) — 121,431,310 121,435,487 Warrants to purchase redeemable convertible preferred stock (on an if-converted basis) — 3,354,717 3,387,257 Total 49,036,742 149,740,978 151,640,245 The 4,970,000 Sponsor Earn-Out Shares are excluded from basic and diluted net loss per share as such shares are contingently recallable until the share price of the Company exceeds specified thresholds that have not been achieved as of December 31, 2021. The common stock equivalents subject to the CEO Option Award and the Officer RSUs, respectively, are excluded from the anti-dilutive table as the underlying shares are contingently issuable until the share price of the Company exceeds the specified thresholds that have not been achieved. As of December 31, 2021, the thresholds for the CEO Option Award and the Officer RSUs have not been achieved and 25,000,000 stock options for the CEO Option Award and 11,500,000 RSUs for the Officer RSUs are outstanding. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that no additional material subsequent events exist other than the northern district of Mississippi environmental matter disclosed in Note 9 . |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization View, Inc. (f/k/a CF Finance Acquisition Corp. II) and its wholly-owned subsidiaries (collectively “View” or the “Company”) headquartered in Milpitas, California, is a technology company that manufactures smart building products intended to help improve people’s health, productivity and experience, while simultaneously reducing energy consumption. View’s primary product is a proprietary electrochromic or “smart” glass panel that when combined with View’s proprietary network infrastructure and software, intelligently adjusts in response to the sun by tinting from clear to dark states, and vice versa thereby reducing heat and glare. The Company is devoting substantially all of its efforts towards the manufacturing, sale and further development of its product platforms, and marketing of both custom and standardized product solutions. The Company has also devoted significant resources to enable its new View Smart Building Platform, a new offering beginning in 2021. On March 8, 2021 (the “Closing Date” or “Closing”), CF Finance Acquisition Corp. II (“CF II”), a Delaware corporation, consummated the previously announced merger pursuant to an Agreement and Plan of Merger, dated November 30, 2020 (the “Merger Agreement”), by and among CF II, PVMS Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CF II (“Merger Sub”), and View, Inc. (hereinafter referred to as “Legacy View”). Pursuant to the Merger Agreement, a business combination between CF II and Legacy View was effected through the merger of Merger Sub with and into Legacy View, with Legacy View (the “Business Combination”) surviving as the surviving company and as a wholly-owned subsidiary of CF II (the “Merger” and collectively with the other transactions described in the Merger Agreement, the “Transactions”). On the Closing Date, CF II changed its name from CF Finance Acquisition Corp. II to View, Inc. and Legacy View changed its name to View Operating Corporation. On March 8, 2021, the Company completed the Transactions and raised net proceeds of $771.3 million, net of transaction costs of $43.9 million. In conjunction with the Transactions, the Company repaid in full the revolving debt facility of $276.8 million, including accrued interest and future interest through maturity of the notes of $26.8 million. See Note 4 for additional information regarding the reverse recapitalization. |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial reporting and reflect the financial position, results of operations and cash flows of the Company. The Company’s consolidated financial statements include the accounts of View, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company's fiscal year ends on December 31. As a result of the Transactions completed on March 8, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted in an amount determined by application of the exchange ratio of 0.02325 (“Exchange Ratio”), which was based on Legacy View’s implied price per share prior to the Merger. All amounts are presented in U.S. dollars ($). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and the accompanying notes. Significant estimates include the warranty accrual, the fair value of common stock prior to reverse recapitalization and other assumptions used to measure stock-based compensation, the fair value of the redeemable convertible preferred stock, warrants, sponsor earn-out liability, and the estimation of costs to complete the performance obligations under contracts for revenue recognition. Other estimates include the fair value of acquired intangible assets and their respective useful lives, the determination of standalone selling price of various performance obligations, the valuation of deferred tax assets and uncertain income tax positions, and the recoverability of long-lived assets. The Company bases its estimates on historical experience, the current economic environment, and on assumptions that it believes are reasonable under the circumstances. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. The Company adjusts such estimates and assumptions when facts and circumstances dictate which may require significant judgment. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ significantly from these estimates. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. Cash and cash equivalents are held by domestic financial institutions with high credit standings. Such deposits may, at times, exceed federally insured limits. As of December 31, 2021, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the year ended December 31, 2021, two customers represented greater than 10.0% of total revenue, accounting for 24.0% of total revenue. For the years ended December 31, 2020 and 2019, one customer accounted for 10.2% and 11.2% of total revenue, respectively. Four customers accounted for 53.0% of total accounts receivable, net as of December 31, 2021, including 15.2%, 13.3%, 12.8% and 11.8%, respectively. One customer accounted for 23.6% of accounts receivable, net as of December 31, 2020. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with original maturities from the date of purchase of three months or less to be cash equivalents. Cash equivalents are invested in demand deposits, U.S. Treasury bills and money market mutual funds. The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. Demand deposits and U.S Treasury bills are carried at cost, which approximates fair value and money market funds are reported at fair value based upon quoted market prices. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with original maturities from the date of purchase of three months or less to be cash equivalents. Cash equivalents are invested in demand deposits, U.S. Treasury bills and money market mutual funds. The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. Demand deposits and U.S Treasury bills are carried at cost, which approximates fair value and money market funds are reported at fair value based upon quoted market prices. |
Restricted Cash | Restricted Cash The Company is required by its bank to collateralize letters of credit issued to the Company’s lessors, suppliers, customers, utility providers, and for the Company’s purchasing card program. All amounts in restricted cash as of December 31, 2021 and 2020 represent funds held in certificates of deposit and are stated at cost, which approximates fair value. Restricted cash is classified as current or non-current on the consolidated balance sheets based on the remaining term of the restriction. |
Fair Value Measurement of Financial Assets and Liabilities | Fair Value Measurement of Financial Assets and Liabilities Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. U.S. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions. Cash equivalents relating to demand deposits and U.S. Treasury bills, accounts receivable, and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments. Short- term and long-term debt are carried at amortized cost, which approximates its fair value. See Note 6 |
Accounts Receivable, net | Accounts Receivable, Net of Allowances Accounts receivable consists of current trade receivables due from customers recorded at invoiced amount, net of allowances for credit losses. Judgment is required in assessing the realization of these receivables, including the current creditworthiness of each customer and related aging of the past-due balances. The Company records accounts receivable at the invoiced amount. The Company maintains an allowance for credit losses to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, the customer’s current financial condition, and considers macroeconomic factors to estimate expected future credit losses. |
Contract Assets and Liabilities and Revenue Recognition | Contract Assets and Liabilities Billing practices for certain contracts with customers are governed by the contract terms of each project based on (i) progress toward completion approved by the owner, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method. The Company records contract assets and contract liabilities to account for these differences in timing. Certain contracts under which we perform work contain retainage provisions. Retainage refers to amounts that we have billed to the customer, but such amounts are being held for payment by the customer pending satisfactory completion of the project. Retainage on active contracts is classified as a current asset regardless of the term of the contract and is generally collected within one year of the completion of a contract. At December 31, 2021 and 2020, contract assets included $2.6 million and nil, respectively, of retainage, which was being contractually withheld by customers until completion of the associated contracts. Other contract assets arise when the Company recognizes revenues for performance under its contracts, but the Company is not yet entitled to bill the customer under the terms of the contract. At December 31, 2021 and 2020, these other contract assets totaled $9.6 million and $1.2 million, respectively, for revenue that has been recognized for performance, but the customer has not yet been billed. Once amounts are billed to customers, the asset is classified within Accounts Receivable, Net of Allowances. Contract liabilities represent the Company’s obligation to provide goods or services to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Contract liabilities are presented as deferred revenue on the consolidated balance sheets. Revenue Recognition The Company has historically generated revenue from (i) the manufacturing and sale of View Smart Glass IGUs, that are coated on the inside with a proprietary technology and are designed and built to customer specifications that include sizes for specific windows, skylights, and doors in specified or designated areas of a building and (ii) selling the View Smart Glass CSS, which includes electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors that when combined with the IGUs enable the IGUs to tint. Also included in CSS is a system design, in which a design document is provided to lay out the IGUs, as well as a commissioning service, in which the installed IGUs and CSS components are tested and tinting configurations are set by the Company. For this Smart Glass products offering, View serves as a materials provider to its Smart Glass customers, which are typically glaziers for IGUs and low-voltage electricians (“LVE”) or General Contractors (“GC”) for CSS. Under View’s Smart Glass product offering, when the owner, tenant or developer of the building approves of the use of View products, a non-binding letter of understanding with the owner, tenant or developer is signed. The Company subsequently enters into the legally enforceable supplier contracts with its Smart Glass customers (i.e., glaziers for IGUs and LVEs or GCs for CSS), to deliver the Smart Glass products and services. For Smart Glass projects, the Company does not have a role in the assembly nor the installation of the framed IGUs. The design of the integrated platform, as well as assembly and installation of the IGUs and the electrical components included in the CSS is performed by the Smart Glass customers. The Company performs a commissioning service under the CSS contract after its customers have completed installation of the IGUs and CSS electrical components. Additionally, in limited circumstances, the Company contracts to provide extended or enhanced warranties of its products in addition to its standard assurance warranty, which are recognized as revenue over the respective term of the warranty period. During 2021, the Company entered into and commenced work on the first contract under its new product offering, View’s Smart Building Platform. In these types of arrangements, the Company contracts with the Smart Building Platform customers, which are typically the owners, tenants or developers of buildings, or the general contractor acting on behalf of the Company’s customers. With View's Smart Building Platform, the smart building network serves as the backbone of the offering and is integrated by View into the building envelope system along with the View Smart Glass IGUs, which serve as individual nodes on the building network. This platform also enables the Company's Smart Building Technologies product offerings, as more fully described further below, to also be integrated as additional nodes on View’s smart building network and tailored to the customer's specific needs depending upon their desired smart building functionality. In these arrangements View takes responsibility for all activities needed to fulfill its single performance obligation of transferring control to the customer of a fully operational Smart Building Platform deliverable; from design, fabrication, installation, integration, commissioning, and testing. Underlying these activities is View’s responsibility for performing an essential and significant service of integrating each of the inputs of its completed solution. These inputs include View’s smart network infrastructure and IGUs, both of which are integrated into the window glazing system, which is fabricated by an unrelated subcontractor contracted by View to work on its behalf, as well as designing how the entire Smart Building Platform will be integrated and installed into the customer’s architectural specifications for the building that is being constructed or retrofitted. View’s integration services also include the activities of installing, commissioning and testing to enable the transfer of a complete and operational system. The Company also uses subcontractors it selects and hires for portions of the installation labor. Given that View is responsible for providing the service of integrating each of the inputs into a single combined output, View controls that output before it is transferred to the customer and accordingly, View is the principal in the arrangement and will recognize the entire arrangement fee as its revenue, with any fees that View pays to its subcontractors recognized in its cost of revenue. Other factors present in these arrangements which supports the assertion that View controls the deliverable before it is transferred to the customer include: the customer considers View to be primarily responsible for fulfilling the promise to provide a fully integrated Smart Building Platform, View has significant inventory risk, and it has complete discretion in the price negotiated with all parties engaged by View, including the customer, subcontractors, and third-party suppliers. Lastly, View determines how it will fulfill these arrangements and has complete discretion over the contracting of subcontractors to work on its behalf as well as the pricing discretion over these subcontractor arrangements. The pricing discretion that View exercises, both with respect to the customer as well as with View’s subcontractors, can often result in View having all of the risk of loss on the contract, as the performance obligation promised to the customer included within these contracts is generally in exchange for fixed fees while payments made to the subcontractors are based on cost plus margin or fixed fee arrangements. The Company's Smart Building Technologies includes a suite of products that are either integrated into the View Smart Building Platform, added-on to View Smart Glass contracts or sold separately, and (i) transform View smart windows into transparent, digital, interactive surfaces to enable immersive experiences, (ii) provide the ability to measure and optimize certain environmental variables, (iii) provide the customer the ability to self-monitor for intrusions, (iv) provide a platform to aggregate building and tenant data into a consolidated dashboard to optimize every aspect of building operations and workplace experience or (v) provide a hosted platform to facilitate smart and secure management of global networked assets. These offerings have either been internally developed by the Company, such as View Immersive Experiences, and View Sense, or have been acquired through the Company's acquisition of ioTium and WorxWell, such as View Secure Edge, View Remote Access, View Building Performance, and View Workplace Experience. When these products are integrated into the View Smart Building Platform, such offerings are included as part of the full contract with the customer. When these products are added-on to Smart Glass contracts or sold separately, the Company contracts separately with the customer to provide such items. Revenue generated from these products has not been material to date. View recognizes revenue as or when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. View determines revenue recognition through the following five steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue as or when the entity satisfies a performance obligation. Contracts for View’s Smart Building Platform When a customer elects to purchase the Smart Building Platform, View signs legally enforceable contracts directly with the building owner/developers or their GC, acting on their behalf, for delivery of the Smart Building Platform. The Company enters into legally binding trade contracts with the customer that outlines the rights and obligations of the Company, including specifications of the integrated platform to be provided. The promises to the customer included within these contracts, as described above, are integrated and highly interdependent, and they must work seamlessly together to deliver a fully functional Smart Building Platform. As the Company performs a significant service of integrating the promised goods and services into a combined output, these contracts constitute a single, combined performance obligation. The contracting for these Smart Building Platform arrangements with building owners, real estate developers, or their agents, is subject to significant negotiations. Accordingly, each of these contracts must be evaluated on the terms and conditions of the underlying agreement based on their individual facts and circumstances. The Company determines the transaction price based on the consideration expected to be received, which is the contract price. When the contract contains payment terms that are extended beyond one year or other financing arrangements in conjunction with the contract, a significant financing component may exist. In such cases, the Company adjusts the contract price at an amount that reflects the cash selling price. Payment terms may vary but are generally net 30 days from request for payment. As the View Smart Building Platform is typically a single performance obligation, the entire transaction price is allocated to this performance obligation. The Company recognizes revenue over time using a cost-to-cost input method where progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Recognizing revenue using a cost-to-cost input method provides an objective measure of progress and thereby best depicts the extent of transfer of control to the customer. Management judgment is required to estimate the progress towards completion. Significant changes in this estimate could affect the profitability of our contracts. Changes to estimated profit on contracts are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract’s progress towards fulfillment of the performance obligation. When the total estimated costs for a contract exceed contracted revenue, an accrual for the loss on the contract is recognized as cost of revenue at the time of contract execution. As actual costs are incurred that are in excess of revenue recognized, they are recorded against the loss accrual, which is therefore reduced. During the year ended December 31, 2021, the Company recognized a total of $34.4 million for initial contract loss accruals, of which the balance of estimated contract losses for work that had not yet been completed totaled $20.7 million as of December 31, 2021. There were no Smart Building Platform contracts during the years ending December 31, 2020 and 2019 and therefore the contract loss accrual at December 31, 2020 and 2019 was nil. Change orders are modifications of an original contract that effectively change the existing provisions of the contract without adding new provisions or terms. Change orders may include changes in specifications or designs, manner of performance, materials and period of completion of the work. Either the Company or our customers may initiate change orders. The Company has had an immaterial amount of change orders to date, and has recognized these as a contract modification when the change order is approved. Contracts for View Smart Glass Under View’s Smart Glass product offering, the Company is a provider of building materials in the form of IGUs and CSS. These materials are designed and fabricated by the Company in order to meet the building-site specifications of the end user, which is typically the owner, tenant or developer of buildings. When the end user approves of the use of View products, a non-binding letter of understanding with the owner, tenant or developer is signed. The Company subsequently enters into the legally enforceable supplier contracts with its Smart Glass customers (i.e., glaziers for IGUs and LVEs or GCs for CSS), to deliver the Smart Glass products and services. The glaziers and LVEs are subcontracted by the end user and are responsible for the installation of the Smart Glass products at the building-site. The Company enters into separate legally binding agreements with both the glazier and the LVE or GC to deliver IGUs and CSS, respectively, who are unrelated parties and therefore such contracts cannot be combined and accounted for as a single contract. Contracts with glaziers for IGUs include the promise to provide multiple customized IGUs. Each IGU represents a distinct and separate single performance obligation as the customer can benefit from each unit on its own. Each unit is separately identifiable, and does not modify or customize other units. The Company determines the transaction price based on the consideration expected to be received, which is generally the contractual selling price. Since the IGUs are customized to meet the building-site specifications of the ultimate end customer and have no alternative use to the Company and the Company has contractually enforceable rights to proportionate payment of the transaction price for performance completed to date, the Company recognizes revenue over time as each IGU is manufactured using a cost-to-cost input method. Recognizing revenue using a cost-to-cost input method best depicts the Company’s performance in transferring control of the IGUs to the customer. The amount of work in process at the end of any financial reporting period has historically been insignificant. The Company’s contracts to deliver CSS to the customer, typically LVEs or GCs, contain multiple performance obligations for each promise in the CSS arrangement. Each of the identified promises, including electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors, and professional services to provide a system design and commission the installed products are capable of being distinct and each promise is separately identifiable in the context of the contract. This assessment requires management to make judgments about the individual promised good and service and whether each good and service is separable from the other goods and services in the contract. The Company determines the transaction price based on the consideration expected to be received, which is generally the contractual selling price. The Company allocates the transaction price to each performance obligation based on the relative standalone selling price. Management judgment is required in determining SSP for contracts that contain products and services for which revenue is recognized both over time and at a point in time, and where such revenue recognition transcends multiple financial reporting periods due to the timing of delivery of such products and services. SSP is estimated based on the price at which the performance obligation is sold separately. The Company recognizes revenue allocated to each performance obligation at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer. For the control panels and electrical components, transfer of control generally occurs at a point in time upon shipment or delivery of the product and revenue is recognized upon shipment. For the system design, transfer of control generally occurs upon customer acceptance and revenue is recognized upon customer acceptance. For the commissioning services, which has a relatively short period of time over which the services are provided, transfer of control generally occurs upon acceptance of the installed products by the end user and revenue is recognized upon customer acceptance. The allocation of transaction price for CSS contracts with performance obligations that cross multiple periods has not historically risen to a level that could have a material impact to reported revenues. In limited circumstances, the Company contracts to provide extended or enhanced warranties of our products outside of the terms of its standard assurance warranty, which are recognized as revenue over the respective term of the respective extended or enhanced warranty period. When the contract contains payment terms that are extended beyond one year or the Company enters into loan or financing arrangement in conjunction with the contract, a significant financing component may exist. In such cases, the Company adjusts the contract price at an amount that reflects the cash selling price. The Company uses a discount rate representing a borrowing rate had a separate financing transaction been entered between the two parties based on the customer’s creditworthiness. Contracts for View Smart Building Technologies The Company's Smart Building Technologies includes a suite of products that can be either integrated into the View Smart Building Platform, added-on to View Smart Glass contracts or sold separately. Our customers are typically the owners or tenants of buildings. Revenue generated from these products has not been material to date. Shipping and Handling Costs The Company considers shipping and handling activities as costs to fulfill the sales of products. Freight charged to customers is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue. Taxes Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from revenue. Contract Costs As the Company incurs incremental costs of obtaining contracts, they are evaluated for recoverability using the expected consideration. The Company currently incurs significant losses on its offerings and as such incremental costs to obtain contracts are not recoverable and are expensed as incurred. |
Inventories | InventoriesInventories consist of finished goods which are stated at the lower of cost or net realizable value. Costs are measured on a first-in, first out basis using standard cost, which approximates actual cost. Net realizable value is the estimated selling price of the Company’s products in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Inventories are written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value, or are in excess of expected demand. Once inventory is written down, its new value is maintained until it is sold, scrapped, or written down for further valuation losses. The valuation of inventories requires the Company to make judgments based on currently available information about the likely method of disposition and current and future product demand relative to the remaining product life. Inventory valuation losses are classified as cost of revenue in the consolidated statements of comprehensive loss. |
Property and Equipment, net | Property and Equipment, NetProperty and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally two |
Internal Use Software | Internal Use Software Certain development costs associated with internal use software incurred during the application development stage are capitalized. Costs associated with preliminary project phase activities, training, maintenance and any post-implementation costs are expensed as incurred. Capitalized internal use software costs are normally amortized over an estimated useful life of 5 years once the related project has been completed and deployed for use. Such capitalized internal use software has not been material in any of the periods presented through December 31, 2021. |
Capitalized Software Development Costs | Capitalized Software Development Costs The capitalization of software development cost for products to be marketed begins when a product’s technological feasibility has been established. Technological feasibility is established when a working model has been completed and the completeness |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events indicate that a potential impairment may have occurred. If such events arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded at the amount by which the carrying amount of the asset group exceeds the fair value of the assets, based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There were no impairments of long-lived assets during the years ended December 31, 2021, 2020 and 2019. The Company regularly reviews its long-lived assets for triggering events or other circumstances that could indicate impairment. As of December 31, 2021, management considered the continued operating losses when combined with the sustained decline in our market capitalization, to be a potential triggering event and therefore performed a quantitative impairment test of our long-lived assets as of December 31, 2021. Based on the results of this test, the Company concluded that the asset group was recoverable and no impairment was recorded as of December 31, 2021. If the decline in the Company’s share price is sustained or the Company identifies other events or circumstances indicating the carrying amount of an asset or asset group may not be recoverable, this would require further testing of these assets and it may result in an impairment of such assets. |
Leases | Leases Effective January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases and the subsequently issued supplemental and/or clarifying ASUs known as Accounting Standards Codification (“ASC”) Topic 842 (collectively “ASC 842”) using the optional transition method. See Recent Accounting Pronouncements Adopted below, which discusses the initial adoption of this new guidance. Our lease portfolio includes leases for our manufacturing facility, office space and various types of equipment. The Company determines if an agreement contains a lease at the inception of a contract. The asset component of our operating leases is recorded as Right-of-use ("ROU") assets and the current and noncurrent operating lease liability components are recorded as other current liabilities and lease liabilities, net of current portion, respectively, in our consolidated balance sheet. The asset component of our finance leases is included in property and equipment, net, and the current and noncurrent finance lease components are recorded as part of other current liabilities and other liabilities, respectively, in our consolidated balance sheet. Assets under finance leases are depreciated in a manner similar to other property and equipment. The Company made a policy election to not recognize leases with a lease term of twelve months or less in the Consolidated Balance Sheet. For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term. In addition, a ROU asset is recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. The Company calculates the present value of future payments using its incremental borrowing rate when the discount rate implicit in the lease is not known. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The Company determines the applicable incremental borrowing rate at the lease commencement date based on the rates of its secured borrowings, which is then adjusted for the appropriate lease term and risk premium. In determining the Company's ROU assets and operating lease liabilities, the Company applies these incremental borrowing rates to the minimum lease payments within each lease agreement. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets From time to time, the Company makes acquisitions of companies related to existing, complementary or new markets. During 2021, the Company completed two acquisitions, which were individually immaterial to its financial position, results of operations and cash flows. The Company has not presented pro forma combined results for these acquisitions because the impact on previously reported statements of operations would not have been material individually or in the aggregate. Acquisition-related costs are included in general and administrative expenses in the consolidated statements of operations and were immaterial for the year ended December 31, 2021. On July 7, 2021, the Company acquired 100% of the outstanding stock of ioTium, the leading provider of secure, cloud-managed, software-defined IoT networks. The total purchase consideration, net of cash acquired and including deferred consideration of $1.1 million, was $7.0 million. At closing, the Company paid approximately $4.9 million in cash. Total non-cash consideration was $1.0 million and consisted of the settlement of outstanding services due to the Company from ioTium at the transaction date. As part of the purchase price allocation, the Company acquired $5.1 million of intangible assets related to developed technology, trade name, and contract backlog and $3.7 million of goodwill. The goodwill was primarily attributable to strategic opportunities that arose from the acquisition of ioTium. The goodwill was not deductible for tax purposes. The preliminary purchase price allocation is final as of December 31, 2021. On December 1, 2021, the Company acquired certain assets associated with the WorxWell™ data analytics platform for total purchase consideration of $7.2 million. WorxWell’s award-winning, data analytics platform aggregates all building data into a consolidated dashboard to optimize every aspect of building operations and workplace experience for both building owners and occupiers. The purchase consideration consisted of 2,000,000 shares of View common stock valued at $5.6 million and 1,000,000 shares of View common stock warrants valued at $1.6 million. The View common stock issued is subject to a lockup period of the earlier of (i) December 1, 2026, (ii) View’s common stock’s closing price 60-day trailing average reaches $50.00 per share, or (iii) the Company undergoes a change in control. The warrant has an exercise price of $10.00 per share and may only be exercised on or after the earliest of (i) December 1, 2026, (ii) View’s common stock’s closing price 60-day trailing average reaches $50.00 per share, or (iii) the Company undergoes a change in control. The Company concluded that the set of acquired assets met the definition of a business and did not represent a separate reporting unit. As part of the purchase price allocation, the Company acquired $2.2 million of intangible assets related to customer relationships, trade name, and developed technology and $4.9 million of goodwill. The goodwill was primarily attributable to strategic opportunities that arose from the acquisition of WorxWell. The goodwill was not deductible for tax purposes. The preliminary purchase price allocation is final as of December 31, 2021. Goodwill is measured as the excess of the purchase price over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. Goodwill is not amortized but reviewed for impairment as of October 1 each fiscal year and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The evaluation of goodwill and other intangible assets for impairment requires the exercise of significant judgment. Other intangible assets are presented at cost, net of accumulated amortization, and are amortized over their estimated useful lives of 1 to 6 years using the straight-line method. Other intangible assets primarily include purchased technology. There were no impairments of goodwill or intangible assets during the years ended December 31, 2021, 2020 and 2019. Impairment of goodwill or intangible assets may result in the future from significant changes in the manner of use of the |
Product Warranties | Product Warranties The Company provides a standard assurance type warranty that its insulating glass units (“IGUs”) will be free from defects in materials and workmanship for generally 10 years from the date of delivery to customers. IGUs with sloped or laminated glass generally have a warranty of 5 or 10 years. Control systems associated with the sale of Controls, Software and Services (“CSS”) typically have a 5-year warranty. As part of the Company’s Smart Building Platform contracts, the Company generally warrants that the workmanship of the sub-assemblies and installation of the Smart Building Platform are free from defects and in conformance with the contract documents for one year from completion. In resolving warranty claims, the Company’s standard warranty terms provide that the Company generally has the option of repairing, replacing or refunding the selling price of the covered product. The Company has not been requested to and has not provided any refunds, which would be treated as a reduction to revenue, to date as of December 31, 2021. The Company accrues for estimated claims of defective products at the time revenue is recognized based on historical warranty claims rates. The Company’s estimated costs for standard warranty claims are based on future estimated costs the Company expects to incur to replace the IGUs or control systems multiplied by the estimated IGU or control system warranty claims, respectively, based on warranty contractual terms and business practices. The total warranty liability included $6.1 million and $5.5 million as of December 31, 2021 and 2020, respectively, related to this standard assurance warranty. In 2019, the Company identified a quality issue with certain material purchased from one of its suppliers utilized in the manufacturing of certain IGUs. The Company stopped using the affected materials upon identification of the quality issue in 2019. The Company has replaced and expects to continue to replace the affected IGUs for the remainder of the period covered by the warranty. The Company developed a statistical model to analyze the risk of failure of the affected IGUs related to this quality issue and predict the potential number of future failures that may occur during the remaining warranty period, as well as the timing of the expected failures. Management judgment is necessary to determine the distribution fit and covariates utilized in the statistical model, as well as the relative tolerance to declare convergence. The statistical model considered the volume of units sold, the volume of unit failures, data patterns, and other characteristics associated with the failed IGUs as well as the IGUs that had not yet failed as of each financial reporting period. These characteristics include, but are not limited to, time to failure, manufacture date, location of installation, and environmental factors. Based on this analysis, the Company has recorded a specific warranty liability using the estimated number of affected IGUs expected to fail in the remaining warranty period and applying estimated costs the Company expects to incur to replace the IGUs based on warranty contractual terms and business practices. The total warranty liability included $36.2 million and $42.1 million as of December 31, 2021 and December 31, 2020, respectively, related to these IGUs. The Company monitors warranty obligations and may make adjustments to its warranty liabilities if actual costs of product repair and replacement are significantly higher or lower than estimated. Accruals for anticipated future warranty costs are recorded to cost of revenue in the consolidated statements of comprehensive loss and included in other current liabilities and other liabilities on the consolidated balance sheet. Warranty liabilities are based on estimates of failure rates and future costs to settle warranty claims that are updated periodically, taking into consideration inputs such as changes in the volume of claims compared with the Company’s historical experience, and changes in the cost of servicing warranty claims. The estimated cost includes the Company’s expectations regarding future total cost of replacement, as well as fixed cost absorption as production increases. The Company accounts for the effect of changes in estimates prospectively. |
Research and Development Expenses | Research and Development ExpensesResearch and development expenses include salaries and related personnel expenses, including stock-based compensation, materials and supplies used in pilot operations, payments to consultants, outside manufacturers, patent related legal costs, facility costs, depreciation, and travel expenses. Research and development costs, other than software development costs qualifying for capitalization, are expensed as incurred. |
Advertising Costs | Advertising Costs All costs of advertising are expensed as incurred. Advertising and promotion expenses included in selling, general and administrative expense were $1.7 million, $1.0 million, and $5.0 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Income Taxes | Income Taxes Income tax expense has been provided using the asset and liability method. Deferred tax assets and liabilities are determined based on the estimated future tax consequences attributable to differences between the financial statement carrying amounts and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. See Note 15 for further discussion of the Company's deferred tax assets and liabilities, and the associated valuation allowance. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within account payable and accrued liabilities on its consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based awards, including stock options and restricted stock units (“RSUs”) granted to employees and nonemployees based on the estimated fair value as of the grant date. Awards with only service vesting conditions The fair value of stock option awards with only service condition is estimated on the grant date using the Black-Scholes option-pricing model, which requires the input of assumptions, including the fair value of the underlying common stock, the expected term of the stock option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. These assumptions are subjective, generally require significant analysis and judgment to develop, and materially affect the fair value and ultimately how much stock-based compensation expense is recognized. The Company recognizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. At Closing, as required by the Merger Agreement, the Company granted stock option awards to purchase 5,000,000 shares of the Company’s common stock to certain officers. See Note 14 for further information regarding these awards. Awards with service vesting and market conditions At Closing, as required by the Merger Agreement, the Company granted stock-based awards containing both service and market conditions, as follows: (i) a nonqualified stock option award to its CEO to purchase 25,000,000 shares of the Company common stock (“CEO Option Award”) and (ii) 12,500,000 RSUs to certain officers (“Officer RSUs”). |
Sponsor Earn-Out Liability | Sponsor Earn-Out Liability At Closing, the Sponsor subjected 4,970,000 shares (“Sponsor Earn-Out Shares”) to vesting and potential forfeiture (and related transfer restrictions) based on a five year post-Closing earnout, with (a) 50% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $12.50 for 5 out of any 10 trading days, (b) 25% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $15.00 for 5 out of any 10 trading days and (c) 25% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $20.00 for 5 out of any 10 trading days, in each case, subject to early release for a sale, change of control or going private transaction or delisting after the Closing (collectively, the “Earn-Out Triggering Events”). |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Prior to the Merger, the Company recorded all shares of redeemable convertible preferred stock at their respective fair values less issuance costs on the dates of issuance. The redeemable convertible preferred stock was recorded outside of stockholders’ deficit because, in the event of certain liquidation events considered not solely within the Company’s control, such as a change in control event and sale of all or substantially all of the Company’s assets, the redeemable convertible preferred stock would become redeemable at the option of the holders. Should it become probable that the shares became redeemable, the Company would re-measure the carrying value of the shares to the redemption value to the redemption date. No remeasurements were required as of December 31, 2019, as Management determined that the shares were not probable of becoming redeemable. Upon the Closing of the Merger, holders of these outstanding redeemable convertible preferred stock received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio. See Note 4 and Note 12 |
Redeemable Convertible Preferred Stock Warrants | Redeemable Convertible Preferred Stock Warrants Prior to the Merger, warrants to purchase shares of the Company’s redeemable convertible preferred stock were classified as liabilities on the consolidated balance sheets as the underlying preferred stock was contingently redeemable and may have required the Company to transfer assets upon exercise. The warrants were recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the redeemable convertible preferred stock warrant liability were recorded in the consolidated statements of comprehensive loss as part of Interest and other income (expense). The Company continued to adjust the liability for changes in fair value until the conversion of redeemable convertible preferred stock into common stock warrants in connection with the Merger. As such, the redeemable convertible preferred stock warrant liability were reclassified to additional paid-in capital. |
Public and Private Warrants | Public and Private Warrants Prior to the Merger, CF II issued 366,666 private placement warrants (“Private Warrants”) and 16,666,637 public warrants (“Public Warrants” and collectively “Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The Warrants became exercisable on August 26, 2021. The Public Warrants and Private Warrants will expire five years after the Closing and five years after August 26, 2020, respectively. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are transferable, assignable or salable after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrant. See Note 13 for further information. Upon consummation of the Merger, the Company concluded that (a) the Public Warrants meet the derivative scope exception for contracts in the Company’s own stock and are recorded in stockholders’ equity and (b) the Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company’s stock and should be classified as a liability. Since the Private Warrants meet the definition of a derivative, the Company recorded the Private Warrants as liabilities on the consolidated balance sheet at fair value upon the Closing, with subsequent changes in the fair value recognized in the consolidated statements of comprehensive loss at each reporting date. The fair value of the Private Warrants was measured using the Black-Scholes option-pricing model at each measurement date. On the consummation of the Merger, the Company recorded a liability related to the Private Warrants of $0.6 million, included in Other Liabilities, with an offsetting entry to additional paid-in capital. Subsequent changes to the fair value of the Private Warrants were not material and recorded in the consolidated statement of comprehensive loss as part of Interest and other income (expense) for the fiscal year ended December 31, 2021. See Note 6 for further information on fair value. |
Employee Benefit Plan | Employee Benefit PlanThe Company maintains a 401(k) retirement plan which is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. Employees are eligible to participate in the 401(k) plan on the first day of the month following the month in which they commence employment. Participants in the 401(k) plan are allowed to defer a portion of their compensation, not to exceed the Internal Revenue Service (the IRS) annual allowance contribution. In February 2019, the Company started making discretionary matching contributions to the 401(k) plan on behalf of employees who are eligible to participate in the 401(k) plan. The matching contribution is determined as 50% of employee’s salary deferral or 3% of employee’s 401(k) eligible earnings, whichever is less. |
Segment Reporting | Segment ReportingOperating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one reportable and operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of allocating resources and assessing performance. All material long-lived assets are maintained in the United States. |
Deferred Transaction Costs | Deferred Transaction CostsDeferred transaction costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Business Combination and that will be charged to stockholders’ equity upon the completion of the Business Combination. |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities such that net income is attributed to common stockholders and participating securities based on their participation rights. All outstanding redeemable convertible preferred stock are considered to be participating securities as such stockholders participate in undistributed earnings with common stockholders. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of its redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities outstanding for the period. For purposes of calculating the diluted net loss per share attributable to common stockholders, the redeemable convertible preferred stock, redeemable convertible preferred stock warrants, common stock warrants, and common stock options are considered to be potentially dilutive securities. Because the Company reported a net loss for the years ended December 31, 2021, 2020 and 2019, the inclusion of the potentially dilutive securities would be antidilutive, and, accordingly, diluted net loss per share is the same as basic net loss per share for both periods presented. |
Recent Accounting Pronouncements Adopted and Recent Accounting Pronouncements, Not Yet Adopted | Recent Accounting Pronouncements Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) established ASC 842, which was subsequently amended by other related amendments and requires lessees to recognize operating leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a ROU model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases. Leases will be classified as either finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Lessor accounting under the new standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. Effective January 1, 2021, we adopted ASC 842 using the optional transition method and applied the standard only to leases that existed at that date. Under the optional transition method, we do not need to restate the comparative periods in transition and will continue to present financial information and disclosures for periods before January 1, 2021 in accordance with ASC 840. As part of the ASC 842 adoption, we elected certain practical expedients outlined in the guidance. We have also chosen to apply the package of practical expedients for existing leases, which provides relief from reassessing: (i) whether a contract is or contains a lease, (ii) lease classification, and (iii) whether initial direct costs can be capitalized. Upon transition, we also elected to use hindsight with respect to determining the lease term and in assessing any impairment of ROU assets for existing leases. We have also made some accounting policy elections for post-transition to: (i) allow us not to separate nonlease components from lease components, and instead to account for those as a single lease component for the asset class of operating lease ROU real estate assets, and (ii) elect not to recognize a ROU asset and a lease liability for all of our leases with a term of 12 months or less (“short-term leases”). The adjustments due to the adoption of ASC 842 primarily related to the recognition of ROU assets of $23.7 million and lease liabilities of $28.8 million for our operating leases and ROU assets of $1.8 million and lease liabilities of $1.8 million for our finance leases at January 1, 2021. The lease liabilities were determined based on the present value of the remaining minimum lease payments. The ROU assets were determined based on the value of the lease liabilities, adjusted for prepaid rent, deferred rent and unamortized lease incentive balances of approximately $5.1 million, net. The adoption did not have a material impact on our accumulated deficit and on our consolidated statements of operations and cash flows. See Note 10 for additional details. In June 2016, FASB issued an ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) . The FASB also issued amendments and the initial ASU, and all updates are included herein as the Credit Losses standard or Topic 326.The new standard generally applies to financial assets and requires those assets to be reported at the amount expected to be realized. The Company adopted this standard as of January 1, 2021 and the adoption did not have a material impact on the consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) , which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to ASC 740. This standard is effective for fiscal periods beginning after December 15, 2020. The Company adopted this standard as of the first quarter of 2021 and the adoption did not have a material impact on the consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) , which requires entities to recognize and measure contract assets and contract liabilities in a business combination as if the acquirer entered into the original contract at the same time and the same date as the acquiree. The amendment improves comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. This standard is effective for fiscal periods beginning after December 15, 2022. The Company early adopted this standard as of the third quarter of 2021, and it did not have a material impact on the consolidated financial statements. Recent Accounting Pronouncements, Not Yet Adopted In August 2020, the FASB issued No. ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-6”) . This ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (“EPS”) calculation in certain areas. ASU 2020-6 is effective for fiscal years beginning after December 15, 2023 including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating whether this guidance will have a significant impact on its consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Product Warranty Liability | Changes in warranty liabilities are presented below (in thousands). See Note 2 for discussion of the material misstatement of the previously reported warranty liability balances as of December 31, 2020. Fiscal Year Ended December 31, 2021 2020 As Restated Beginning balance $ 47,678 $ 53,296 Accruals for warranties issued 1,551 1,304 Changes to estimates of volume and costs 1,234 (1,002) Settlements made (8,207) (5,920) Ending balance $ 42,256 $ 47,678 Warranty liability, current, beginning balance $ 8,864 $ 8,038 Warranty liability, noncurrent, beginning balance $ 38,814 $ 45,258 Warranty liability, current, ending balance $ 8,868 $ 8,864 Warranty liability, noncurrent, ending balance $ 33,388 $ 38,814 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Previously Issued Financial Statements | Consolidated Balance Sheet December 31, 2020 As Previously Reported Investigation Adjustments Other Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 63,232 $ — $ — $ 63,232 Accounts receivable, net of allowances 12,252 — — 12,252 Inventories 6,483 — — 6,483 Prepaid expenses and other current assets 6,881 — (668) (b), (e) 6,213 Total current assets 88,848 — (668) 88,180 Property and equipment, net 282,560 — — 282,560 Restricted cash 10,461 — — 10,461 Deposits with supplier 1,084 — — 1,084 Other assets 7,862 — — 7,862 Total assets $ 390,815 $ — $ (668) $ 390,147 Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 14,562 $ — $ — $ 14,562 Accrued expenses and other current liabilities 36,480 4,849 821 (d) 42,150 Accrued compensation 14,665 — (3,838) (b) 10,827 Deferred revenue 2,111 — 538 (c) 2,649 Debt, current 247,248 — — 247,248 Total current liabilities 315,066 4,849 (2,479) 317,436 Debt, non-current 15,430 — — 15,430 Redeemable convertible preferred stock warrant liability 12,323 — — 12,323 Other liabilities 36,731 20,113 — 56,844 Total liabilities 379,550 24,962 (2,479) 402,033 Redeemable convertible preferred stock 1,812,678 — — 1,812,678 Stockholders' equity (deficit): Additional paid-in-capital 89,789 — — 89,789 Accumulated deficit (1,891,202) (24,962) 1,811 (1,914,353) Total stockholders' equity (deficit) (1,801,413) (24,962) 1,811 (1,824,564) Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) $ 390,815 $ — $ (668) $ 390,147 Consolidated Statements of Comprehensive Loss Fiscal Year Ended December 31, 2020 As Previously Reported Investigation Adjustments Other Adjustments As Restated Revenue 32,302 — 624 (c), (e) 32,926 Costs and expenses: Cost of revenue 123,110 (3,054) 578 (a), (d), (e) 120,634 Research and development 69,491 — (669) (a), (e) 68,822 Selling, general, and administrative 77,445 — (3,487) (a), (b) 73,958 Total costs and expenses 270,046 (3,054) (3,578) 263,414 Loss from operations (237,744) 3,054 4,202 (230,488) Interest and other income (expense), net Interest income 499 — — 499 Interest expense (26,820) — — (26,820) Other expense, net (32) — — (32) Gain (loss) on fair value change, net 7,155 — — 7,155 Interest and other income (expense), net (19,198) — — (19,198) Loss before benefit (provision) of income taxes (256,942) 3,054 4,202 (249,686) Benefit (provision) for income taxes (40) — — (40) Net and comprehensive loss (256,982) 3,054 4,202 (249,726) Net loss per share, basic and diluted $ (153.14) $ 1.82 $ 2.50 $ (148.81) Weighted-average shares used in calculation of net loss per share, basic and diluted 1,678,098 — — 1,678,098 Fiscal Year Ended December 31, 2019 As Previously Reported Investigation Adjustments Other Adjustments As Restated Revenue 24,324 — (369) (c), (e) 23,955 Costs and expenses: Cost of revenue 179,675 20,866 3,191 (a), (e) 203,732 Research and development 77,696 — (2,846) (a), (b) 74,850 Selling, general, and administrative 72,905 — 625 (a), (b) 73,530 Income from legal settlement (22,500) — — (22,500) Total costs and expenses 307,776 20,866 970 329,612 Loss from operations (283,452) (20,866) (1,339) (305,657) Interest and other income (expense), net Interest income 5,591 — — 5,591 Interest expense (10,594) — — (10,594) Other expense, net (108) — — (108) Gain (loss) on fair value change, net 1,750 — — 1,750 Loss on extinguishment of debt (3,040) — — (3,040) Interest and other income (expense), net (6,401) — — (6,401) Loss before benefit (provision) of income taxes (289,853) (20,866) (1,339) (312,058) Benefit (provision) for income taxes (51) — — (51) Net and comprehensive loss (289,904) (20,866) (1,339) (312,109) Net loss per share, basic and diluted $ (184.53) $ (13.28) $ (0.85) $ (198.66) Weighted-average shares used in calculation of net loss per share, basic and diluted 1,571,045 — — 1,571,045 Consolidated Statements of Cash Flows Fiscal Year Ended December 31, 2020 As Previously Reported Investigation Adjustments Other Adjustments As Restated Cash flows from operating activities: Net loss (256,982) 3,054 4,202 (a), (b), (c), (d), (e) (249,726) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 26,258 — (1,300) (a), (e) 24,958 Gain on fair value change, net (7,155) — — (7,155) Amortization of debt discount 2,379 — — 2,379 Stock-based compensation 28,932 — — 28,932 Changes in operating assets and liabilities: Accounts receivable (105) — — (105) Inventories 566 — — 566 Prepaid expenses and other current assets 24,044 — (971) (b), (e) 23,073 Other assets (1,361) — — (1,361) Accounts payable 3,005 — — 3,005 Deferred revenue 914 — (370) (c) 544 Accrued compensation 5,432 — (1,997) (b) 3,435 Accrued expenses and other liabilities 8,383 (3,054) 436 (d), (e) 5,765 Net cash used in operating activities (165,690) — — (165,690) Non-cash investing and financing activities: Change in accounts payable balance and other liabilities related to purchase of property and equipment (9,455) — (1,039) (e) (10,494) Fiscal Year Ended December 31, 2019 As Previously Reported Investigation Adjustments Other Adjustments As Restated Cash flows from operating activities: Net loss (289,904) (20,866) (1,339) (a), (b), (c), (d), (e) (312,109) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 24,379 — 860 (a), (e) 25,239 Gain on fair value change, net (1,750) — — (1,750) Amortization of debt discount 3,523 — — 3,523 Loss on extinguishment of debt 3,040 — — 3,040 Stock-based compensation 29,076 — — 29,076 Income from legal settlement (22,500) — — (22,500) Changes in operating assets and liabilities: Accounts receivable (4,811) — — (4,811) Inventories (3,243) — — (3,243) Prepaid expenses and other current assets (467) — (195) (b), (e) (662) Other assets 226 — — 226 Accounts payable 2,175 — — 2,175 Deferred revenue 122 — 369 (c) 491 Accrued compensation (660) — 305 (b) (355) Accrued expenses and other liabilities 26,779 20,866 — 47,645 Net cash used in operating activities (234,015) — — (234,015) Non-cash investing and financing activities: Change in accounts payable balance and other liabilities related to purchase of property and equipment 7,921 — 1,039 (e) 8,960 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents, and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows consisted of the following (in thousands): December 31, 2021 2020 Cash $ 33,581 $ 24,657 Cash equivalents: $ 247,500 $ 38,575 Cash and cash equivalents $ 281,081 $ 63,232 Restricted cash included in prepaid expenses and other current assets $ — $ 1,000 Restricted cash $ 16,462 $ 10,461 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 297,543 $ 74,693 |
Schedule of Restrictions on Cash and Cash Equivalents | Cash, cash equivalents, and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows consisted of the following (in thousands): December 31, 2021 2020 Cash $ 33,581 $ 24,657 Cash equivalents: $ 247,500 $ 38,575 Cash and cash equivalents $ 281,081 $ 63,232 Restricted cash included in prepaid expenses and other current assets $ — $ 1,000 Restricted cash $ 16,462 $ 10,461 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 297,543 $ 74,693 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule Of Reverse Recapitalization | The number of shares of Class A common stock issued immediately following the consummation of the Merger at March 8, 2021 was: Number of Shares Common stock of CF II outstanding prior to the Merger (1) 62,500,000 Less redemption of CF II shares (12,587,893) CF II Sponsor Earnout Shares outstanding prior to the Merger 1,100,000 Common stock of CF II 51,012,107 Shares issued in PIPE financing 42,103,156 Shares issued for in kind banker fee payment 750,000 Merger and PIPE financing shares 42,853,156 Legacy View shares converted (2) 123,211,449 Total 217,076,712 (1) Includes CF II Class A shareholders of 50,000,000 and CF II Class B shareholders of 12,500,000. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Companys Revenue | The following table summarizes the Company’s revenue by products and services (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Products $ 69,779 $ 31,112 $ 23,451 Services $ 4,228 $ 1,814 $ 504 Total $ 74,007 $ 32,926 $ 23,955 The following table summarizes the Company's revenue by major product offering (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Smart Glass $ 41,740 $ 32,926 $ 23,955 Smart Building Platform 28,686 — — Smart Building Technologies 3,581 — — Total $ 74,007 $ 32,926 $ 23,955 The following table summarizes the Company's revenue by geographic area, which is based on the shipping address of the customers (in thousands): Fiscal Year Ended December 31, 2021 2020 2019 Revenue: United States $ 63,519 $ 30,690 $ 19,394 Canada 9,555 1,351 4,474 Other 933 885 87 Total $ 74,007 $ 32,926 $ 23,955 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements | The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 247,500 $ — $ — $ 247,500 Total cash equivalents 247,500 — — 247,500 Restricted cash: Certificates of deposit 16,462 — 16,462 Total assets measured at fair value $ 247,500 $ 16,462 $ — $ 263,962 Private warrants liability $ — $ — $ 174 $ 174 Sponsor earn-out liability — — 7,624 7,624 Total liabilities measured at fair value $ — $ — $ 7,798 $ 7,798 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 38,574 $ — $ — $ 38,574 Total cash equivalents 38,574 — — 38,574 Restricted cash: Certificates of deposit — 11,461 — 11,461 Total assets measured at fair value $ 38,574 $ 11,461 $ — $ 50,035 Redeemable convertible preferred stock warrants $ — $ — $ 12,323 $ 12,323 Total liabilities measured at fair value $ — $ — $ 12,323 $ 12,323 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances for the level 3 financial liabilities measured at fair value using significant unobservable inputs (in thousands): Private Sponsor Redeemable Balance as of December 31, 2018 $ — $ — $ 21,228 Change in fair value — — (1,750) Balance as of December 31, 2019 — — 19,478 Change in fair value — — (7,155) Balance as of December 31, 2020 — — 12,323 Additions during the period 589 26,443 — Change in fair value (415) (18,819) (5,056) Reclass to additional paid-in-capital upon Closing — — (7,267) Balance as of December 31, 2021 $ 174 $ 7,624 $ — |
Summary of Gain (Loss) in Fair Value | The following table summarizes the gain (loss) on fair value change, net (in thousands): Fiscal year ended December 31, 2021 2020 2019 Private Warrants $ 415 $ — $ — Sponsor Earn-out Liability 18,819 — — Redeemable Convertible Preferred Stock Warrants 5,056 7,155 1,750 Gain (loss) on fair value change, net $ 24,290 $ 7,155 $ 1,750 |
Summary of Assumptions Used in Determination of Fair Value of Derivatives | The market-based assumptions used in the valuations include the following: March 8, 2021 (Closing Date) December 31, 2020 December 31, 2019 Expected volatility 52%-75% 70% 70% Expected term (in years) 0.08-7.71 2.0 2.0 Expected dividends 0% 0% 0% Risk-free rate 0.04%-1.28% 0.1% 1.6% Discount for lack of marketability 5.0%-33.0% 11%-55% 20%-55% The estimated fair value of the Sponsor Earn-Out Shares was determined using a Monte Carlo simulation valuation model using the following assumptions: December 31, 2021 March 8, 2021 (Closing Date) Stock price $3.91 $9.19 Expected volatility 52.50% 29.20% Risk free rate 1.12% 0.86% Expected term (in years) 4.2 5.0 Expected dividends 0% 0% The estimated fair value of the Private Warrants was determined using the Black-Scholes option-pricing model using the following assumptions: December 31, 2021 March 8, 2021 (Closing Date) Stock price $3.91 $9.19 Expected volatility 52.50% 29.20% Risk free rate 1.04% 0.73% Expected term (in years) 3.7 4.5 Expected dividends 0% 0% |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net consisted of the following (in thousands): Estimated Useful Lives December 31, (in Years) 2021 2020 Testing and chamber equipment 7 $ 14,267 $ 15,853 Tenant improvements 2-15 42,608 41,888 Plant and manufacturing equipment 7-12 156,560 175,498 Computer hardware and software 5 21,079 20,269 Furniture and fixtures 7 3,809 3,730 Construction in progress 165,165 151,618 Property and equipment, gross 403,488 408,856 Less: Accumulated depreciation (135,087) (126,296) Property and equipment, net $ 268,401 $ 282,560 |
Other Balance Sheet Informati_2
Other Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other Assets | Other assets consisted of the following (in thousands): December 31, 2021 2020 Goodwill $ 8,997 $ — Purchased technology and other intangible assets, net $ 7,239 $ 626 Other $ 5,691 $ 7,236 Other assets $ 21,927 $ 7,862 |
Schedule of Accrued Liabilities | Accrued compensation consisted of the following (in thousands): December 31, 2021 2020 Accrued vacation $ 4,693 $ 3,990 Other 4,815 6,837 Accrued compensation $ 9,508 $ 10,827 Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued interest $ — $ 14,540 Warranty accrual ( Note 1 ) 8,868 8,864 Contract loss accrual ( Note 5 ) 17,240 — Environmental settlement accrual ( Note 9 ) 2,950 — Lease liability ( Note 10 ) 3,581 — Other 25,347 18,746 Accrued expenses and other current liabilities $ 57,986 $ 42,150 Other liabilities consisted of the following (in thousands): December 31, 2021 2020 Warranty accrual ( Note 1 ) $ 33,388 $ 38,814 Legal settlement liability 7,834 9,658 Contract loss accrual ( Note 5 ) 3,422 — Environmental settlement accrual ( Note 9 ) 2,000 — Other 3,893 8,372 Other liabilities $ 50,537 $ 56,844 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | Lease assets and lease liabilities as of December 31, 2021 were as follows: Leases Classification on Balance Sheet December 31, 2021 Assets Operating leases ROU assets $ 21,178 Finance leases Property and equipment, net $ 1,163 Total ROU assets $ 22,341 Liabilities Current Operating leases Accrued expenses and other current liabilities $ 3,050 Finance leases Accrued expenses and other current liabilities $ 531 Non-current Operating leases Other long-term liabilities $ 22,997 Finance leases Other liabilities $ 619 Total lease liabilities $ 27,197 The following table presents the weighted-average remaining lease terms and discount rates related to leases as of December 31, 2021: December 31, 2021 Weighted average remaining lease term (years) Operating leases 6.26 years Finance leases 1.94 years Weighted average discount rate Operating leases 9.42 % Finance leases 7.41 % |
Components of Lease Expense And Supplemental Cash Flow Information | The components of lease expense for the year ended December 31, 2021 were as follows: Fiscal Year Ended Operating lease cost $ 5,557 Short-term lease cost $ 609 Finance lease cost Amortization of ROU assets $ 1,233 Interest expense $ 130 Total lease cost $ 7,529 Supplemental cash flow information related to our leases are as follows: Fiscal Year Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases 5,787 Operating cash flows for finance leases 130 Financing cash flows for finance leases 1,278 |
Summary of Future Minimum Rental Payments | The following table presents the maturities of our lease liabilities under non-cancellable leases as of December 31, 2021: Fiscal year ended December 31, Operating Leases Finance Leases Total 2022 $ 5,375 $ 595 $ 5,970 2023 $ 5,445 $ 567 $ 6,012 2024 $ 5,370 $ 79 $ 5,449 2025 $ 5,291 $ — $ 5,291 2026 $ 5,380 $ — $ 5,380 Thereafter $ 8,092 $ — $ 8,092 Total lease payments $ 34,953 $ 1,241 $ 36,194 Less: Interest $ 8,906 $ 92 $ 8,998 Total lease liabilities $ 26,047 $ 1,150 $ 27,197 |
Schedule of Future Minimum Lease Payments under ASC 840 | The minimum future rental commitments under ASC 840 for non-cancelable leases with initial maturities greater than one year, payable over the remaining lives of the leases as of December 31, 2020 were: Fiscal year ended December 31, Capital Leases Operating Leases 2021 $ 775 $ 7,543 2022 360 7,722 2023 298 7,905 2024 68 8,093 2025 — 8,285 Thereafter — 22,969 Total lease payments 1,501 62,517 Less: Interest (89) Present value of lease payments 1,412 Less: long-term portion (727) Current portion $ 685 |
Schedule of Future Minimum Lease Payments under ASC 840 | The minimum future rental commitments under ASC 840 for non-cancelable leases with initial maturities greater than one year, payable over the remaining lives of the leases as of December 31, 2020 were: Fiscal year ended December 31, Capital Leases Operating Leases 2021 $ 775 $ 7,543 2022 360 7,722 2023 298 7,905 2024 68 8,093 2025 — 8,285 Thereafter — 22,969 Total lease payments 1,501 62,517 Less: Interest (89) Present value of lease payments 1,412 Less: long-term portion (727) Current portion $ 685 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt outstanding consisted of the following (in thousands): Interest Rate - December 31, December 31, 2021 2021 2020 Term loan, due June 30, 2032 0% $ 15,430 $ 15,430 Revolving debt facility, repaid on March 8, 2021 LIBOR+ 9.05% — 250,000 Debt discount — (2,752) Total debt 15,430 262,678 Debt, current 1,470 247,248 Debt, non-current $ 13,960 $ 15,430 |
Schedule of Estimated Principal Payments on all Debt Oustanding | Principal payments on all debt outstanding as of December 31, 2021 are estimated as follows (in thousands): Year Ending December 31, Total 2022 $ 1,470 2023 1,470 2024 1,470 2025 1,470 Thereafter 9,550 Total $ 15,430 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | As of December 31, 2020, the redeemable convertible preferred stock consisted of the following (in thousands, except for share amounts): Shares Authorized December 31, 2020 Shares Outstanding December 31, 2020 Carry Value December 31, 2020 Liquidation Preference Common Stock Issuable Upon Conversion Series A 23,250 18,441 $ 166 $ 238 18,441 B 1,571,798 1,217,066 19,210 18,845 1,217,066 C 2,274,766 608,118 11,495 11,417 608,118 D 2,673,700 612,994 13,263 13,235 612,994 E 7,440,000 4,606,784 100,225 119,361 4,606,784 E-1 131,584 — — — — E-2 115,787 — — — — F 10,462,500 4,861,658 175,182 188,193 4,861,658 G 62,775,000 47,881,788 330,466 231,686 47,881,788 G-1 930,000 — — — — H 75,177,482 10,613,198 197,488 200,852 10,613,198 H-1 60,833,745 51,011,263 965,183 965,374 51,011,263 224,409,612 121,431,310 $ 1,812,678 $ 1,749,201 121,431,310 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Outstanding Common Stock Warrants | The following table summarizes the outstanding common stock warrants: Warrant issue date Types of shares Number of Warrants Number of Warrants December 31, 2020 (As converted) Number of Warrants December 31, 2019 (As converted) Exercise Expiry Date August 2010 - June 2011 Common stock (previously Series B redeemable convertible preferred stock) 46,498 46,498 46,498 $ 15.49 March 2023 August 2011 - January 2012 Common stock (previously Series C redeemable convertible preferred stock) 53,256 53,256 71,898 18.78 March 2023 August 2012 Common stock (previously Series D redeemable convertible preferred stock) 45,388 45,388 59,282 21.60 March 2023 December 2013 Common stock (previously Series E redeemable convertible preferred stock) 63,296 63,296 63,296 25.91 March 2023 April 2015 - April 2016 Common stock (previously Series F redeemable convertible preferred stock) 45,207 161,457 161,457 38.71 Through December 2022 April 2016 - November 2018 Common stock (previously Series H redeemable convertible preferred stock) 1,135,391 1,135,391 1,135,395 18.93 Through November 2028 March 2017 Common stock (previously Series H redeemable convertible preferred stock) 1,849,431 1,849,431 1,849,431 12.91 March 2027 March 2014 Common stock 2,324 2,324 2,324 9.47 August 2023 August 2015 Common stock 12,916 12,916 12,916 11.62 December 2022 December 2018 Common stock 24,910 24,910 24,910 9.04 December 2028 August 2020 Common stock (Private Warrants) 366,666 — — 11.50 Through March 2026 August 2020 Common stock (Public Warrants) 16,666,637 — — 11.50 Through March 2026 December 2021 Common stock (in connection with the WorxWell acquisition) 1,000,000 — — 10.00 December 2031 Total stock warrants 21,311,920 3,394,867 3,427,407 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Options Exercisable under CEO Incentive Plan | Tranche Option Shares (#) Average 60-day 1 2,500,000 20.00 2 2,500,000 30.00 3 2,500,000 40.00 4 2,500,000 50.00 5 2,500,000 60.00 6 2,500,000 70.00 7 2,500,000 80.00 8 2,500,000 90.00 9 2,500,000 100.00 10 2,500,000 110.00 |
Summary of Share-based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercisable | The following table summarizes the activity under the 2021 Plan (in thousands, except per share data and contractual term) for time vested options: Options Outstanding Number of Weighted- Weighted-Average Aggregate Intrinsic Value 1 Outstanding as of December 31, 2020 1,071,605 $ 0.22 7.6 $ 20,564 Retroactive application of reverse recapitalization (1,046,690) Balance as of December 31, 2020, as converted 24,915 $ 9.32 7.6 $ 20,564 Options granted 5,000 10.00 Exercised (190) 9.04 Canceled/forfeited (2,143) 9.52 Outstanding as of December 31, 2021 27,582 $ 9.43 7.0 $ — Options vested and expected to vest as of December 31, 2021 27,167 $ 9.44 7.0 $ — Exercisable as of December 31, 2021 18,633 $ 9.42 6.5 $ — _____________________ 1 The aggregate intrinsic value is calculated as the difference between the market value of the Company's common shares as of the relevant period end and the respective exercise prices of the options. The market value as of December 31, 2021 was $3.91 per share, which is the closing sale price of View's common shares on that day as reported by the Nasdaq Global Market. The market value as of December 31, 2020 was $9.89 per share, which is the fair value of View's common stock as historically determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. |
Summary of Outstanding Restricted Stock Units | The following table summarizes the activities for our outstanding RSUs under the Company’s 2021 Plan (in thousands, except per share data) during the fiscal year ended December 31, 2021: Number of Weighted Outstanding as of December 31, 2020 — $ — Granted 12,758 6.15 Vested (115) 7.39 Canceled (1,000) 6.12 Outstanding as of December 31, 2021 11,643 $ 6.14 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The estimated grant date fair values of the Company’s time vested stock options granted to employees and non-employees were calculated using the Black-Scholes option-pricing models based on the following assumptions: Fiscal year ended December 31, 2021 2020 2019 Expected volatility 53.0% 70% 49%-70% Expected terms (in years) 6.0 5.4-6.7 5.6-6.7 Expected dividends 0% 0% 0% Risk-free rate 1.07% 0.4%-1.5% 1.5%-2.5% CEO Option Officer RSUs Officer Options Expected stock price $9.19 $9.19 $9.19 Expected volatility 54.0% 56.0% 53.0% Risk-free rate 1.59% 0.60% 1.07% Expected terms (in years) 10.0 4.0 6.0 Expected dividends 0% 0% 0% Discount for lack of marketability 20% n/a n/a |
Summary of Stock-based Compensation | The Company’s stock-based compensation included in its consolidated statements of comprehensive loss was as follows (in thousands): Fiscal year ended December 31, 2021 2020 2019 Cost of revenue $ 4,930 $ 2,240 $ 3,084 Research and development 8,725 4,438 4,113 Selling, general, and administrative 59,965 22,254 21,879 Total $ 73,620 $ 28,932 $ 29,076 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income (loss) before income taxes was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (343,444) $ (250,042) $ (312,162) Foreign 74 356 104 Total $ (343,370) $ (249,686) $ (312,058) The components of the provision for income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current Income Tax Provision: Federal $ — $ — $ — State — — — Foreign 65 40 51 Total Current Provision for Income Taxes $ 65 $ 40 $ 51 Year Ended December 31, 2021 2020 2019 Deferred Income Tax (Benefit) Provision: Federal $ (349) $ — $ — State (108) — — Foreign — — — Total Deferred (Benefit) Provision for Income Taxes $ (457) $ — $ — Total (Benefit) Provision for Income Taxes $ (392) $ 40 $ 51 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate was as follows: Year Ended December 31, 2021 2020 2019 Tax at statutory rate 21.00 % 21.00 % 21.00 % State tax, net of federal benefit 0.04 % 0.05 % 0.05 % Permanent differences 1.16 % 0.53 % 1.51 % Stock-based compensation (0.18) % (0.03) % (0.33) % Change in valuation allowance (22.17) % (22.41) % (15.04) % Other 0.26 % 0.84 % (6.96) % Total rate 0.11 % (0.02) % 0.23 % |
Schedule of Deferred Tax Assets and Liabilities | The Company's net deferred tax assets consisted of the following (in thousands): December 31, 2021 2020 Net operating loss carryforwards $ 393,967 $ 313,471 Intangibles 4,719 6,802 Research and development credits 7,221 5,636 Accruals and other reserves 18,386 16,007 Inventory reserve 10,415 21,239 Stock-based compensation 34,622 16,842 Lease liability 6,546 — Other 2,427 581 Deferred tax assets before valuation allowance 478,303 380,578 Valuation allowance (459,885) (367,930) Deferred tax assets after valuation allowance 18,418 12,648 Deferred tax liability on fixed assets (13,107) (12,648) Deferred tax liability on ROU Asset (5,311) — Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to the Company's gross unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 6,593 $ 4,829 $ 1,917 Decreases related to prior year tax positions — — — Increases related to prior year tax positions — — 988 Increases related to current year tax positions 1,764 1,764 1,924 Balance at end of year $ 8,357 $ 6,593 $ 4,829 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Fiscal year ended December 31, 2021 2020 2019 Net loss $ (342,978) $ (249,726) $ (312,109) Weighted-average shares outstanding, basic and diluted 173,692,582 1,678,098 1,571,045 Net loss per share, basic and diluted $ (1.97) $ (148.81) $ (198.66) |
Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: December 31, 2021 2020 2019 Stock options to purchase common stock 27,582,170 24,914,801 26,777,351 Unvested restricted stock units 142,652 — — Warrants to purchase common stock 21,311,920 40,150 40,150 Redeemable convertible preferred stock (on an if-converted basis) — 121,431,310 121,435,487 Warrants to purchase redeemable convertible preferred stock (on an if-converted basis) — 3,354,717 3,387,257 Total 49,036,742 149,740,978 151,640,245 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Organization, Liquidity, and Going Concern (Details) - USD ($) $ in Thousands | Mar. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Product Information [Line Items] | |||||
Charges associated with the mergers | $ 43,900 | ||||
Repayments of other debt obligations | $ 0 | $ 1,714 | $ 44,750 | ||
Total stockholders' deficit | (479,338) | 1,824,564 | 1,604,271 | $ 1,321,981 | |
Net loss | 342,978 | 249,726 | 312,109 | ||
Net cash used in operating activities | 261,313 | 165,690 | 234,015 | ||
Cash and cash equivalents | 281,081 | 63,232 | |||
Accumulated Deficit | |||||
Product Information [Line Items] | |||||
Total stockholders' deficit | 2,257,331 | 1,914,353 | 1,664,627 | $ 1,352,518 | |
Net loss | $ 342,978 | $ 249,726 | $ 312,109 | ||
Principal And Interest | |||||
Product Information [Line Items] | |||||
Repayments of other debt obligations | 276,800 | ||||
Interest | |||||
Product Information [Line Items] | |||||
Repayments of other debt obligations | 26,800 | ||||
Reverse Recapitalization | |||||
Product Information [Line Items] | |||||
Net proceeds | 771,300 | ||||
Charges associated with the mergers | $ 43,900 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Basis of Presentation (Details) | Mar. 08, 2021 |
Common Class A | |
Class of Stock [Line Items] | |
Share exchange ratio | 0.02325 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Concentration Risk (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Benchmark | Product Concentration Risk | Supplier One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 34.00% | 42.80% | 42.60% |
One Customer | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.20% | 11.20% | |
One Customer | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 23.60% | ||
Two customers | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 24.00% | 24.00% | |
Four Customers | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 53.00% | ||
Customer One | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.20% | ||
Customer Two | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13.30% | ||
Customer Three | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.80% | ||
Customer Four | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.80% |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Accounts Receivable, net (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowance for doubtful accounts | $ 0.7 | $ 0.2 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Contract Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retainage | $ 2,600,000 | $ 0 |
Other contract assets | $ 9,600,000 | $ 1,200,000 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Inventory reserves | $ 10.4 | $ 11.2 | $ 22.4 |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies - Property and Equipment, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | $ 15.5 | $ 1.1 | $ 3.9 |
Assets Not In Use and Disposed Of | |||
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | $ 1.1 | ||
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 2 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 15 years | ||
Research and development | |||
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | 0.7 | $ 3.9 | |
Research and development | Assets Disposed Of | |||
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | $ 14.4 | ||
Cost of revenue | |||
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | (0.9) | 0.1 | |
Selling, general, and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | $ (0.2) | $ 0.3 |
Organization and Summary of _11
Organization and Summary of Significant Accounting Policies - Internal Use Software (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Software Development | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Organization and Summary of _12
Organization and Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Organization and Summary of _13
Organization and Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) | Dec. 01, 2021USD ($)$ / sharesshares | Jul. 07, 2021USD ($) | Dec. 31, 2021USD ($)acquisition | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 07, 2021$ / shares |
Business Acquisition [Line Items] | ||||||
Number of acquisitions | acquisition | 2 | |||||
Goodwill | $ 8,997,000 | $ 0 | ||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 11.50 | |||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | |||
IoTium | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||
Deferred consideration | $ 1,100,000 | |||||
Business combination, consideration transferred | 7,000,000 | |||||
Payments to acquire businesses, gross | 4,900,000 | |||||
Non-cash consideration transferred | 1,000,000 | |||||
Intangible assets acquired | 5,100,000 | |||||
Goodwill | $ 3,700,000 | |||||
WorxWell | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | $ 7,200,000 | |||||
Intangible assets acquired | 2,200,000 | |||||
Goodwill | $ 4,900,000 | |||||
Business combination, consideration transferred, equity interests issued and issuable, common stock closing price trailing average period | 60 days | |||||
Business combination, consideration transferred, equity interests issued and issuable, common stock closing price trailing average (in dollars per share) | $ / shares | $ 50 | |||||
WorxWell | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 2,000,000 | |||||
Business combination, consideration transferred, equity interests issued and issuable | $ 5,600,000 | |||||
WorxWell | Common stock | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 1,000,000 | |||||
Business combination, consideration transferred, equity interests issued and issuable | $ 1,600,000 | |||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 10 | |||||
Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Estimated useful lives | 1 year | |||||
Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Estimated useful lives | 6 years |
Organization and Summary of _14
Organization and Summary of Significant Accounting Policies - Product Warranties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Warranty Liability [Line Items] | ||
Standard product warranty accrual | $ 42,256,000 | $ 47,678,000 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | 47,678,000 | 53,296,000 |
Accruals for warranties issued | 1,551,000 | 1,304,000 |
Changes to estimates of volume and costs | 1,234,000 | (1,002,000) |
Settlements made | (8,207,000) | (5,920,000) |
Ending balance | 42,256,000 | 47,678,000 |
Warranty liability, current, beginning balance | 8,868,000 | 8,864,000 |
Warranty liability, noncurrent, beginning balance | 38,814,000 | 45,258,000 |
Warranty liability, current, ending balance | 8,864,000 | 8,038,000 |
Warranty liability, noncurrent, ending balance | 33,388,000 | 38,814,000 |
Accrued Expenses and Other Current Liabilities | ||
Product Warranty Liability [Line Items] | ||
Standard product warranty accrual | 6,100,000 | 5,500,000 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | 5,500,000 | |
Ending balance | 6,100,000 | 5,500,000 |
Other Liabilities | ||
Product Warranty Liability [Line Items] | ||
Standard product warranty accrual | 700,000 | 800,000 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | 800,000 | |
Ending balance | $ 700,000 | 800,000 |
IGU | ||
Product Warranty Liability [Line Items] | ||
Standard product warranty term | 10 years | |
Standard product warranty accrual | $ 5,100,000 | 2,700,000 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | 2,700,000 | 0 |
Ending balance | 5,100,000 | 2,700,000 |
IGU | Accrued Expenses and Other Current Liabilities | ||
Product Warranty Liability [Line Items] | ||
Standard product warranty accrual | 36,200,000 | 42,100,000 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | 42,100,000 | |
Ending balance | $ 36,200,000 | $ 42,100,000 |
IGUS With Sloped Or Laminated Glass | Minimum | ||
Product Warranty Liability [Line Items] | ||
Standard product warranty term | 5 years | |
IGUS With Sloped Or Laminated Glass | Maximum | ||
Product Warranty Liability [Line Items] | ||
Standard product warranty term | 10 years | |
Control System Associated With The Sale Of IGUS | ||
Product Warranty Liability [Line Items] | ||
Standard product warranty term | 5 years |
Organization and Summary of _15
Organization and Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Contract loss accruals | $ 34,400,000 | $ 0 | $ 0 |
Contract losses for work not completed | $ 20,700,000 |
Organization and Summary of _16
Organization and Summary of Significant Accounting Policies - Advertising Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising and promotion expenses | $ 1.7 | $ 1 | $ 5 |
Organization and Summary of _17
Organization and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - shares | Mar. 08, 2021 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted (in shares) | 5,000,000 | |
2021 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based payment arrangement number of options available to purchase (in shares) | 58,631,907 | |
Officer Options | 2021 Plan | Common Class A | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based payment arrangement number of options available to purchase (in shares) | 5,000,000 | |
Unvested restricted stock units | 2021 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 12,758,000 | |
Chief Executive Officer | Non Qualified Stock Option Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted (in shares) | 25,000,000 | |
Officer | Unvested restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 12,500,000 |
Organization and Summary of _18
Organization and Summary of Significant Accounting Policies - Sponsor Earn-Out Liability (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Product Information [Line Items] | |||
Earn out shares subject to vesting and potential forfeiture (in shares) | 4,970,000 | 4,970,000 | |
Earnout shares period of vesting | 5 years | ||
Share price (in dollars per share) | $ 3.91 | ||
Sponsor earn-out liability, non-current | $ 26,400 | $ 7,624 | $ 0 |
Gain on fair value change in sponsor earnout liability | $ 18,800 | ||
Earnout Triggering Event One | |||
Product Information [Line Items] | |||
Percentage of the earnout shares releasable | 50.00% | ||
Share price (in dollars per share) | $ 12.50 | ||
Number of trading days | 5 days | ||
Number of consecutive trading days | 10 days | ||
Earnout Triggering Event Two | |||
Product Information [Line Items] | |||
Percentage of the earnout shares releasable | 25.00% | ||
Share price (in dollars per share) | $ 15 | ||
Number of trading days | 5 days | ||
Number of consecutive trading days | 10 days | ||
Earnout Triggering Event Three | |||
Product Information [Line Items] | |||
Percentage of the earnout shares releasable | 25.00% | ||
Share price (in dollars per share) | $ 20 | ||
Number of trading days | 5 days | ||
Number of consecutive trading days | 10 days |
Organization and Summary of _19
Organization and Summary of Significant Accounting Policies - Public and Private Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 08, 2021 | Mar. 07, 2021 | |
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights number of securities called by each warrant or right (in shares) | 1 | ||
Exercise price per warrant (in dollars per share) | $ 11.50 | ||
Warrants or rights outstanding | $ 0.6 | ||
Private Warrants | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights maturity (in shares) | 366,666 | ||
Terminating initial public offering term | 5 years | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights maturity (in shares) | 16,666,637 | ||
Exercise price per warrant (in dollars per share) | $ 11.50 | ||
Terminating initial public offering term | 5 years |
Organization and Summary of _20
Organization and Summary of Significant Accounting Policies - Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Employee salary deferral, matching contribution percentage | 50.00% | ||
Matching percentage of employee's eligible earnings, percentage | 3.00% | ||
Matching contribution for the period, amount | $ 1.7 | $ 1.5 | $ 1.8 |
Organization and Summary of _21
Organization and Summary of Significant Accounting Policies - Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Number of operating segments | 1 |
Organization and Summary of _22
Organization and Summary of Significant Accounting Policies - Deferred Transaction Costs (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred transaction costs | $ 0 | $ 0 |
Organization and Summary of _23
Organization and Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right-of-use assets | $ 21,178 | |
Noncurrent operating lease liabilities | 22,997 | |
Finance leases | 1,163 | |
Noncurrent finance lease liabilities | $ 619 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right-of-use assets | $ 23,700 | |
Noncurrent operating lease liabilities | 28,800 | |
Finance leases | 1,800 | |
Noncurrent finance lease liabilities | 1,800 | |
Total lease liabilities | $ 5,100 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total liabilities | $ 199,728 | $ 402,033 | ||
Cost of revenue | 194,714 | 120,634 | $ 203,732 | |
Net loss | (342,978) | (249,726) | (312,109) | |
Accumulated deficit | $ 2,257,331 | 1,914,353 | ||
Investigation Adjustments | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total liabilities | 24,962 | |||
Cost of revenue | (3,054) | 20,866 | ||
Net loss | 3,054 | $ (20,866) | ||
Accumulated deficit | $ 24,962 | $ 7,100 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||
Cash and cash equivalents | $ 281,081 | $ 63,232 | ||
Accounts receivable, net of allowances | 30,605 | 12,252 | ||
Inventories | 10,267 | 6,483 | ||
Prepaid expenses and other current assets | 21,579 | 6,213 | ||
Total current assets | 343,532 | 88,180 | ||
Property and equipment, net | 282,560 | |||
Restricted cash | 16,462 | 10,461 | ||
Deposits with supplier | 7,566 | 1,084 | ||
Other assets | 21,927 | 7,862 | ||
Total assets | 679,066 | 390,147 | ||
Current liabilities: | ||||
Accounts payable | 24,186 | 14,562 | ||
Accrued expenses and other current liabilities | 57,986 | 42,150 | ||
Accrued compensation | 9,508 | 10,827 | ||
Deferred revenue | 2,649 | |||
Debt, current | 1,470 | 247,248 | ||
Total current liabilities | 104,610 | 317,436 | ||
Debt, non-current | 13,960 | 15,430 | ||
Redeemable convertible preferred stock warrant liability | 0 | 12,323 | ||
Other liabilities | 50,537 | 56,844 | ||
Total liabilities | 199,728 | 402,033 | ||
Redeemable convertible preferred stock | 0 | 1,812,678 | $ 1,812,724 | $ 1,512,915 |
Stockholders' equity (deficit): | ||||
Additional paid-in-capital | 2,736,647 | 89,789 | ||
Accumulated deficit | (2,257,331) | (1,914,353) | ||
Total stockholders' equity (deficit) | 479,338 | (1,824,564) | $ (1,604,271) | (1,321,981) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | $ 679,066 | 390,147 | ||
As Previously Reported | ||||
Current assets: | ||||
Cash and cash equivalents | 63,232 | |||
Accounts receivable, net of allowances | 12,252 | |||
Inventories | 6,483 | |||
Prepaid expenses and other current assets | 6,881 | |||
Total current assets | 88,848 | |||
Property and equipment, net | 282,560 | |||
Restricted cash | 10,461 | |||
Deposits with supplier | 1,084 | |||
Other assets | 7,862 | |||
Total assets | 390,815 | |||
Current liabilities: | ||||
Accounts payable | 14,562 | |||
Accrued expenses and other current liabilities | 36,480 | |||
Accrued compensation | 14,665 | |||
Deferred revenue | 2,111 | |||
Debt, current | 247,248 | |||
Total current liabilities | 315,066 | |||
Debt, non-current | 15,430 | |||
Redeemable convertible preferred stock warrant liability | 12,323 | |||
Other liabilities | 36,731 | |||
Total liabilities | 379,550 | |||
Redeemable convertible preferred stock | 1,812,678 | 1,512,915 | ||
Stockholders' equity (deficit): | ||||
Additional paid-in-capital | 89,789 | |||
Accumulated deficit | (1,891,202) | |||
Total stockholders' equity (deficit) | (1,321,981) | |||
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | 390,815 | |||
As Previously Reported | ||||
Stockholders' equity (deficit): | ||||
Total stockholders' equity (deficit) | (1,801,413) | |||
Investigation Adjustments | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | |||
Accounts receivable, net of allowances | 0 | |||
Inventories | 0 | |||
Prepaid expenses and other current assets | 0 | |||
Total current assets | 0 | |||
Property and equipment, net | 0 | |||
Restricted cash | 0 | |||
Deposits with supplier | 0 | |||
Other assets | 0 | |||
Total assets | 0 | |||
Current liabilities: | ||||
Accounts payable | 0 | |||
Accrued expenses and other current liabilities | 4,849 | |||
Accrued compensation | 0 | |||
Deferred revenue | 0 | |||
Debt, current | 0 | |||
Total current liabilities | 4,849 | |||
Debt, non-current | 0 | |||
Redeemable convertible preferred stock warrant liability | 0 | |||
Other liabilities | 20,113 | |||
Total liabilities | 24,962 | |||
Redeemable convertible preferred stock | 0 | |||
Stockholders' equity (deficit): | ||||
Additional paid-in-capital | 0 | |||
Accumulated deficit | (24,962) | $ (7,100) | ||
Total stockholders' equity (deficit) | (24,962) | |||
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | 0 | |||
Other Adjustments | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | |||
Accounts receivable, net of allowances | 0 | |||
Inventories | 0 | |||
Prepaid expenses and other current assets | (668) | |||
Total current assets | (668) | |||
Property and equipment, net | 0 | |||
Restricted cash | 0 | |||
Deposits with supplier | 0 | |||
Other assets | 0 | |||
Total assets | (668) | |||
Current liabilities: | ||||
Accounts payable | 0 | |||
Accrued expenses and other current liabilities | 821 | |||
Accrued compensation | (3,838) | |||
Deferred revenue | 538 | |||
Debt, current | 0 | |||
Total current liabilities | (2,479) | |||
Debt, non-current | 0 | |||
Redeemable convertible preferred stock warrant liability | 0 | |||
Other liabilities | 0 | |||
Total liabilities | (2,479) | |||
Redeemable convertible preferred stock | 0 | |||
Stockholders' equity (deficit): | ||||
Additional paid-in-capital | 0 | |||
Accumulated deficit | 1,811 | |||
Total stockholders' equity (deficit) | 1,811 | |||
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | $ (668) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Consolidated Statements of Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenue | $ 74,007 | $ 32,926 | $ 23,955 | ||
Costs and expenses: | |||||
Cost of revenue | (194,714) | (120,634) | (203,732) | ||
Research and development | 93,477 | 68,822 | 74,850 | ||
Selling, general, and administrative | 131,214 | 73,958 | 73,530 | ||
Income from legal settlement | 0 | 0 | (22,500) | ||
Total costs and expenses | 419,405 | 263,414 | 329,612 | ||
Loss from operations | (345,398) | (230,488) | (305,657) | ||
Interest and other income (expense), net | |||||
Other expense, net | 6,355 | 32 | 108 | ||
Gain (loss) on fair value change, net | 24,290 | 7,155 | 1,750 | ||
Loss on extinguishment of debt | $ (10,000) | (10,018) | 0 | (3,040) | |
Interest and other income (expense), net | 2,028 | (19,198) | (6,401) | ||
Loss before benefit (provision) of income taxes | (343,370) | (249,686) | (312,058) | ||
Benefit (provision) for income taxes | 392 | (40) | (51) | ||
Net and comprehensive loss | (342,978) | (249,726) | (312,109) | ||
Net and comprehensive loss | $ (342,978) | $ (249,726) | $ (312,109) | ||
Net loss per share, basic (in dollars per share) | $ (1.97) | $ (148.81) | $ (198.66) | ||
Net loss per share, diluted (in dollars per share) | $ (1.97) | $ (148.81) | $ (198.66) | ||
Weighted-average shares used in calculation of net loss per share, basic (in shares) | 173,692,582 | 1,678,098 | 1,571,045 | ||
Weighted-average shares used in calculation of net loss per share, diluted (in shares) | 173,692,582 | 1,678,098 | 1,571,045 | ||
Interest income | $ 65 | $ 499 | $ 5,591 | ||
Interest expense | $ (5,954) | (26,820) | (10,594) | ||
As Previously Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenue | 32,302 | 24,324 | |||
Costs and expenses: | |||||
Cost of revenue | (123,110) | (179,675) | |||
Research and development | 69,491 | 77,696 | |||
Selling, general, and administrative | 77,445 | 72,905 | |||
Income from legal settlement | (22,500) | ||||
Total costs and expenses | 270,046 | 307,776 | |||
Loss from operations | (237,744) | (283,452) | |||
Interest and other income (expense), net | |||||
Other expense, net | 32 | 108 | |||
Gain (loss) on fair value change, net | 7,155 | 1,750 | |||
Loss on extinguishment of debt | (3,040) | ||||
Interest and other income (expense), net | (19,198) | (6,401) | |||
Loss before benefit (provision) of income taxes | (256,942) | (289,853) | |||
Benefit (provision) for income taxes | (40) | (51) | |||
Net and comprehensive loss | (256,982) | (289,904) | |||
Net and comprehensive loss | $ (256,982) | $ (289,904) | |||
Net loss per share, basic (in dollars per share) | $ (153.14) | $ (184.53) | |||
Net loss per share, diluted (in dollars per share) | $ (153.14) | $ (184.53) | |||
Weighted-average shares used in calculation of net loss per share, basic (in shares) | 1,678,098 | 1,571,045 | |||
Weighted-average shares used in calculation of net loss per share, diluted (in shares) | 1,678,098 | 1,571,045 | |||
Interest income | $ 499 | $ 5,591 | |||
Interest expense | (26,820) | (10,594) | |||
Investigation Adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenue | 0 | 0 | |||
Costs and expenses: | |||||
Cost of revenue | 3,054 | (20,866) | |||
Research and development | 0 | 0 | |||
Selling, general, and administrative | 0 | 0 | |||
Income from legal settlement | 0 | ||||
Total costs and expenses | (3,054) | 20,866 | |||
Loss from operations | 3,054 | (20,866) | |||
Interest and other income (expense), net | |||||
Other expense, net | 0 | 0 | |||
Gain (loss) on fair value change, net | 0 | 0 | |||
Loss on extinguishment of debt | 0 | ||||
Interest and other income (expense), net | 0 | 0 | |||
Loss before benefit (provision) of income taxes | 3,054 | (20,866) | |||
Benefit (provision) for income taxes | 0 | 0 | |||
Net and comprehensive loss | 3,054 | (20,866) | |||
Net and comprehensive loss | $ 3,054 | $ (20,866) | |||
Net loss per share, basic (in dollars per share) | $ 1.82 | $ (13.28) | |||
Net loss per share, diluted (in dollars per share) | $ 1.82 | $ (13.28) | |||
Weighted-average shares used in calculation of net loss per share, basic (in shares) | 0 | 0 | |||
Weighted-average shares used in calculation of net loss per share, diluted (in shares) | 0 | 0 | |||
Interest income | $ 0 | $ 0 | |||
Interest expense | 0 | 0 | |||
Other Adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenue | 624 | (369) | |||
Costs and expenses: | |||||
Cost of revenue | (578) | (3,191) | |||
Research and development | (669) | (2,846) | |||
Selling, general, and administrative | (3,487) | 625 | |||
Income from legal settlement | 0 | ||||
Total costs and expenses | (3,578) | 970 | |||
Loss from operations | 4,202 | (1,339) | |||
Interest and other income (expense), net | |||||
Other expense, net | 0 | 0 | |||
Gain (loss) on fair value change, net | 0 | 0 | |||
Loss on extinguishment of debt | 0 | ||||
Interest and other income (expense), net | 0 | 0 | |||
Loss before benefit (provision) of income taxes | 4,202 | (1,339) | |||
Benefit (provision) for income taxes | 0 | 0 | |||
Net and comprehensive loss | 4,202 | (1,339) | $ (1,100) | ||
Net and comprehensive loss | $ 4,202 | $ (1,339) | |||
Net loss per share, basic (in dollars per share) | $ 2.50 | $ (0.85) | |||
Net loss per share, diluted (in dollars per share) | $ 2.50 | $ (0.85) | |||
Weighted-average shares used in calculation of net loss per share, basic (in shares) | 0 | 0 | |||
Weighted-average shares used in calculation of net loss per share, diluted (in shares) | 0 | 0 | |||
Interest income | $ 0 | $ 0 | |||
Interest expense | $ 0 | $ 0 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | Mar. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ (342,978) | $ (249,726) | $ (312,109) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 41,757 | 24,958 | 25,239 | ||
Gain on fair value change | (24,290) | (7,155) | (1,750) | ||
Accrued interest expense and amortization of debt discount | 1,507 | 2,379 | 3,523 | ||
Loss on extinguishment of debt | $ 10,000 | 10,018 | 0 | 3,040 | |
Stock-based compensation | 73,620 | 28,932 | 29,076 | ||
Income from legal settlement | 0 | 0 | (22,500) | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (18,218) | (105) | (4,811) | ||
Inventories | (3,784) | 566 | (3,243) | ||
Prepaid expenses and other current assets | (17,191) | 23,073 | (662) | ||
Other assets | (2,673) | (1,361) | 226 | ||
Accounts payable | 5,339 | 3,005 | 2,175 | ||
Deferred revenue | 6,222 | 544 | 491 | ||
Accrued compensation | (1,319) | 3,435 | (355) | ||
Accrued expenses and other liabilities | 10,213 | 5,765 | 47,645 | ||
Net cash used in operating activities | (261,313) | (165,690) | (234,015) | ||
Non-cash investing and financing activities: | |||||
Change in accounts payable and other liabilities related to purchase of property and equipment | $ 6,254 | (10,494) | 8,960 | ||
As Previously Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | (256,982) | (289,904) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 26,258 | 24,379 | |||
Gain on fair value change | (7,155) | (1,750) | |||
Accrued interest expense and amortization of debt discount | 2,379 | 3,523 | |||
Loss on extinguishment of debt | 3,040 | ||||
Stock-based compensation | 28,932 | 29,076 | |||
Income from legal settlement | (22,500) | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (105) | (4,811) | |||
Inventories | 566 | (3,243) | |||
Prepaid expenses and other current assets | 24,044 | (467) | |||
Other assets | (1,361) | 226 | |||
Accounts payable | 3,005 | 2,175 | |||
Deferred revenue | 914 | 122 | |||
Accrued compensation | 5,432 | (660) | |||
Accrued expenses and other liabilities | 8,383 | 26,779 | |||
Net cash used in operating activities | (165,690) | (234,015) | |||
Non-cash investing and financing activities: | |||||
Change in accounts payable and other liabilities related to purchase of property and equipment | (9,455) | 7,921 | |||
Investigation Adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | 3,054 | (20,866) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 0 | 0 | |||
Gain on fair value change | 0 | 0 | |||
Accrued interest expense and amortization of debt discount | 0 | 0 | |||
Loss on extinguishment of debt | 0 | ||||
Stock-based compensation | 0 | 0 | |||
Income from legal settlement | 0 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 0 | 0 | |||
Inventories | 0 | 0 | |||
Prepaid expenses and other current assets | 0 | 0 | |||
Other assets | 0 | 0 | |||
Accounts payable | 0 | 0 | |||
Deferred revenue | 0 | 0 | |||
Accrued compensation | 0 | 0 | |||
Accrued expenses and other liabilities | (3,054) | 20,866 | |||
Net cash used in operating activities | 0 | 0 | |||
Non-cash investing and financing activities: | |||||
Change in accounts payable and other liabilities related to purchase of property and equipment | 0 | 0 | |||
Other Adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | 4,202 | (1,339) | $ (1,100) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | (1,300) | 860 | |||
Gain on fair value change | 0 | 0 | |||
Accrued interest expense and amortization of debt discount | 0 | 0 | |||
Loss on extinguishment of debt | 0 | ||||
Stock-based compensation | 0 | 0 | |||
Income from legal settlement | 0 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 0 | 0 | |||
Inventories | 0 | 0 | |||
Prepaid expenses and other current assets | (971) | (195) | |||
Other assets | 0 | 0 | |||
Accounts payable | 0 | 0 | |||
Deferred revenue | (370) | 369 | |||
Accrued compensation | (1,997) | 305 | |||
Accrued expenses and other liabilities | 436 | 0 | |||
Net cash used in operating activities | 0 | 0 | |||
Non-cash investing and financing activities: | |||||
Change in accounts payable and other liabilities related to purchase of property and equipment | $ (1,039) | $ 1,039 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 33,581 | $ 24,657 | ||
Cash equivalents | 247,500 | 38,575 | ||
Cash and cash equivalents | 281,081 | 63,232 | ||
Restricted cash included in prepaid expenses and other current assets | 0 | 1,000 | ||
Restricted cash | 16,462 | 10,461 | ||
Total cash, cash equivalents, and restricted cash presented in the statements of cash flows | $ 297,543 | $ 74,693 | $ 148,674 | $ 136,178 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Proceeds from reverse recapitalization | $ 815,200 | $ 815,184 | $ 0 | $ 0 |
Recapitalization exchange, price per share (in dollars per share) | $ 10 | |||
Charges associated with the mergers | $ 43,900 | |||
Stock issuance costs recorded in APIC | $ 191 | |||
Payment for merger related costs, expensed immediately | 1,500 | |||
Additional Paid-In Capital | ||||
Class of Stock [Line Items] | ||||
Stock issuance costs recorded in APIC | 42,400 | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Proceeds from common stock issue net of redemption | 374,100 | |||
Redemption of CFII common stock | 125,900 | |||
Proceeds from private investment in public equity | $ 260,800 | |||
Price per share (in dollars per share) | $ 10 | |||
Proceeds from additional private investment in public equity | $ 180,300 | |||
Sale of additional stock issue price per share (in dollars per share) | $ 11.25 |
Reverse Recapitalization - Sche
Reverse Recapitalization - Schedule of Reverse Recapitalization (Details) - shares | Mar. 08, 2021 | Dec. 31, 2021 | Mar. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||
Common stock, share outstanding (in shares) | 217,076,712 | 219,195,971 | 76,565,107 | 1,708,476 | ||
CF II Sponsor Earnout Shares outstanding prior to the Merger (in shares) | 1,100,000 | |||||
Shares issued in PIPE financing (in shares) | 42,103,156 | |||||
Shares issued for in kind banker fee payment (in shares) | 750,000 | |||||
Merger and PIPE financing shares (in shares) | 42,853,156 | |||||
Legacy View shares converted (in shares) | 123,211,449 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | 5,222,852,052 | 121,431,310 | 121,436,000 | 105,584,000 | |
CF II | ||||||
Class of Stock [Line Items] | ||||||
Common stock, share outstanding (in shares) | 51,012,107 | 62,500,000 | ||||
Less redemption of CF II shares (in shares) | (12,587,893) | |||||
CF II | Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Common stock, share outstanding (in shares) | 50,000,000 | |||||
CF II | Common Class B | ||||||
Class of Stock [Line Items] | ||||||
Common stock, share outstanding (in shares) | 12,500,000 |
Revenue - Summary of Company's
Revenue - Summary of Company's Revenue by Products and Services (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 74,007 | $ 32,926 | $ 23,955 |
Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 69,779 | 31,112 | 23,451 |
Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 4,228 | 1,814 | 504 |
Smart Glass | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 41,740 | 32,926 | 23,955 |
Smart Building Platform | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 28,686 | 0 | 0 |
Smart Building Technologies | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 3,581 | $ 0 | $ 0 |
Revenue - Summary of Company'_2
Revenue - Summary of Company's Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 74,007 | $ 32,926 | $ 23,955 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 63,519 | 30,690 | 19,394 |
Canada | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 9,555 | 1,351 | 4,474 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 933 | $ 885 | $ 87 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Contract loss accruals | $ 34,400,000 | $ 0 | $ 0 |
Contract losses for work not completed | 20,700,000 | ||
Current contract assets | 11,500,000 | 1,200,000 | |
Noncurrent contract assets | 700,000 | 0 | |
Contract with customer liability revenue recognized | 1,200,000 | $ 1,400,000 | $ 900,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Transaction price allocated to remaining performance obligation | $ 8,400,000 | ||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognize period | 12 months | ||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognize period | 12 months | ||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognize period | 12 months | ||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognize period | 24 months | ||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognize period | 24 months | ||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognize period | 24 months |
Fair Value - Summary of Fair Va
Fair Value - Summary of Fair Value Measurements (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash equivalents: | ||
Total cash equivalents | $ 247,500 | $ 38,574 |
Restricted cash: | ||
Certificates of deposit | 16,462 | 11,461 |
Total assets measured at fair value | 263,962 | 50,035 |
Private warrants liability | 174 | |
Sponsor earn-out liability | 7,624 | |
Redeemable convertible preferred stock warrants | 12,323 | |
Total liabilities measured at fair value | 7,798 | 12,323 |
Money market funds | ||
Cash equivalents: | ||
Total cash equivalents | 247,500 | 38,574 |
Level 1 | ||
Cash equivalents: | ||
Total cash equivalents | 247,500 | 38,574 |
Restricted cash: | ||
Certificates of deposit | 0 | |
Total assets measured at fair value | 247,500 | 38,574 |
Private warrants liability | 0 | |
Sponsor earn-out liability | 0 | |
Redeemable convertible preferred stock warrants | 0 | |
Total liabilities measured at fair value | 0 | 0 |
Level 1 | Money market funds | ||
Cash equivalents: | ||
Total cash equivalents | 247,500 | 38,574 |
Level 2 | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Restricted cash: | ||
Certificates of deposit | 16,462 | 11,461 |
Total assets measured at fair value | 16,462 | 11,461 |
Private warrants liability | 0 | |
Sponsor earn-out liability | 0 | |
Redeemable convertible preferred stock warrants | 0 | |
Total liabilities measured at fair value | 0 | 0 |
Level 2 | Money market funds | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Level 3 | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Restricted cash: | ||
Certificates of deposit | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Private warrants liability | 174 | |
Sponsor earn-out liability | 7,624 | |
Redeemable convertible preferred stock warrants | 12,323 | |
Total liabilities measured at fair value | 7,798 | 12,323 |
Level 3 | Money market funds | ||
Cash equivalents: | ||
Total cash equivalents | $ 0 | $ 0 |
Fair Value - Summary of level 3
Fair Value - Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Private Warrants | |||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | |||
Beginning balance | $ 0 | $ 0 | $ 0 |
Additions during the period | 589 | ||
Change in fair value | (415) | 0 | 0 |
Reclass to additional paid-in-capital upon Closing | 0 | ||
Ending balance | 174 | 0 | 0 |
Sponsor Earn-out Liability | |||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | |||
Beginning balance | 0 | 0 | 0 |
Additions during the period | 26,443 | ||
Change in fair value | (18,819) | 0 | 0 |
Reclass to additional paid-in-capital upon Closing | 0 | ||
Ending balance | 7,624 | 0 | 0 |
Redeemable Convertible Preferred Stock Warrants | |||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | |||
Beginning balance | 12,323 | 19,478 | 21,228 |
Additions during the period | 0 | ||
Change in fair value | (5,056) | (7,155) | (1,750) |
Reclass to additional paid-in-capital upon Closing | (7,267) | ||
Ending balance | $ 0 | $ 12,323 | $ 19,478 |
Fair Value - Changes In Fair Va
Fair Value - Changes In Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (loss) on fair value change, net | $ 24,290 | $ 7,155 | $ 1,750 |
Sponsor Earn-out Liability | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (loss) on fair value change, net | 18,819 | 0 | 0 |
Private Warrants | Warrants to purchase common stock | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (loss) on fair value change, net | 415 | 0 | 0 |
Redeemable Convertible Preferred Stock Warrants | Warrants to purchase common stock | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (loss) on fair value change, net | $ 5,056 | $ 7,155 | $ 1,750 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) - Expected dividends | Dec. 31, 2021 | Mar. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Redeemable Convertible Preferred Stock Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | 0 | |
Sponsor Earn-out Liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 |
Fair Value - Summary of Assumpt
Fair Value - Summary of Assumptions Used in Determination of Fair Value of Derivatives (Detail) | Dec. 31, 2021yr | Mar. 08, 2021yr | Dec. 31, 2020yr | Dec. 31, 2019yr |
Redeemable Convertible Preferred Stock Warrants | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.70 | 0.70 | ||
Redeemable Convertible Preferred Stock Warrants | Expected term (in years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 2 | 2 | ||
Redeemable Convertible Preferred Stock Warrants | Expected dividends | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | 0 | |
Redeemable Convertible Preferred Stock Warrants | Risk-free rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.001 | 0.016 | ||
Sponsor Earn-out Liability | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.5250 | 0.2920 | ||
Sponsor Earn-out Liability | Expected term (in years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 4.2 | 5 | ||
Sponsor Earn-out Liability | Expected dividends | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | ||
Sponsor Earn-out Liability | Risk-free rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.0112 | 0.0086 | ||
Sponsor Earn-out Liability | Stock price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 3.91 | 9.19 | ||
Private Warrants | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.5250 | 0.2920 | ||
Private Warrants | Expected term (in years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 3.7 | 4.5 | ||
Private Warrants | Expected dividends | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | ||
Private Warrants | Risk-free rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.0104 | 0.0073 | ||
Private Warrants | Stock price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 3.91 | 9.19 | ||
Minimum | Redeemable Convertible Preferred Stock Warrants | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.52 | |||
Minimum | Redeemable Convertible Preferred Stock Warrants | Expected term (in years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.08 | |||
Minimum | Redeemable Convertible Preferred Stock Warrants | Risk-free rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.0004 | |||
Minimum | Redeemable Convertible Preferred Stock Warrants | Discount for lack of marketability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.050 | 0.11 | 0.20 | |
Maximum | Redeemable Convertible Preferred Stock Warrants | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.75 | |||
Maximum | Redeemable Convertible Preferred Stock Warrants | Expected term (in years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 7.71 | |||
Maximum | Redeemable Convertible Preferred Stock Warrants | Risk-free rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.0128 | |||
Maximum | Redeemable Convertible Preferred Stock Warrants | Discount for lack of marketability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.330 | 0.55 | 0.55 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 403,488 | |
Property and equipment, gross | $ 408,856 | |
Less: Accumulated depreciation | (135,087) | |
Less: Accumulated depreciation | (126,296) | |
Property and equipment, net | $ 268,401 | |
Property and equipment, net | 282,560 | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 2 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 15 years | |
Testing and chamber equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Property and equipment, gross | $ 14,267 | |
Property and equipment, gross | 15,853 | |
Tenant improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 42,608 | |
Property and equipment, gross | 41,888 | |
Tenant improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 2 years | |
Tenant improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 15 years | |
Plant and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 156,560 | |
Property and equipment, gross | 175,498 | |
Plant and manufacturing equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Plant and manufacturing equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 12 years | |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Property and equipment, gross | $ 21,079 | |
Property and equipment, gross | 20,269 | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Property and equipment, gross | $ 3,809 | |
Property and equipment, gross | 3,730 | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 165,165 | |
Property and equipment, gross | $ 151,618 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 40.7 | $ 24.9 | $ 25.2 |
Loss on assets no longer in service with no alternative use | $ 15.5 | $ 1.1 | $ 3.9 |
Other Balance Sheet Informati_3
Other Balance Sheet Information - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Goodwill | $ 8,997 | $ 0 |
Purchased technology and other intangible assets, net | 7,239 | 626 |
Other | 5,691 | 7,236 |
Other assets | $ 21,927 | $ 7,862 |
Other Balance Sheet Informati_4
Other Balance Sheet Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||||
Accrued vacation | $ 4,693 | $ 3,990 | ||
Other | 4,815 | 6,837 | ||
Accrued compensation | 9,508 | 10,827 | ||
Accrued interest | 0 | 14,540 | ||
Warranty accrual (Note 1) | 8,868 | 8,864 | ||
Contract loss accrual (Note 5) | 17,240 | 0 | ||
Environmental settlement accrual (Note 9) | 2,950 | 0 | ||
Lease liability (Note 10) | 3,581 | 0 | ||
Other | 25,347 | 18,746 | ||
Accrued expenses and other current liabilities | 57,986 | 42,150 | ||
Warranty accrual (Note 1) | 33,388 | 38,814 | ||
Legal settlement liability | 7,834 | 9,658 | ||
Contract With Customer, Contract Loss Accrual, Non-Current | 3,422 | 0 | ||
Accrual For Environmental Settlement, Non-Current | 2,000 | 0 | ||
Other | 3,893 | 8,372 | ||
Other liabilities | 50,537 | 56,844 | ||
Litigation settlement, payment made to third party | $ 32,000 | |||
Periodic payment term | 10 years | |||
Litigation settlement, payments made | 6,000 | $ 2,000 | $ 2,000 | |
Litigation settlement, amount due | $ 7,800 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Non-cancelable commitment to purchase certain license subscriptions | $ 10,000,000 | ||
Non-cancelable commitment to purchase certain license subscriptions, interest rate before maturity | 0.00% | ||
Non-cancelable commitment to purchase certain license subscriptions, interest rate after maturity | 3.50% | ||
Standby Letter of Credit | |||
Total value of letters of credit issued by bank | $ 16,500,000 | $ 11,500,000 | |
Amounts drawn under standby letters of credit | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation Settlement Liability (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Amount of litigation settlement consideration | $ 22.5 |
Litigation settlement receivable | $ 22.5 |
Commitments and Contingencies_3
Commitments and Contingencies - Northern District of Mississippi Environmental Investigation (Details) - Northern District of Mississippi Environmental Matter - USD ($) | Apr. 13, 2022 | Dec. 31, 2021 |
Long-term Purchase Commitment [Line Items] | ||
Litigation settlement, penalties incurred | $ 5,000,000 | |
Subsequent Event | ||
Long-term Purchase Commitment [Line Items] | ||
Agree to probation years | 3 years | |
Subsequent Event | Environmental Management System Implementation | ||
Long-term Purchase Commitment [Line Items] | ||
Loss contingency, estimate of possible loss | $ 300,000 | |
Subsequent Event | Wastewater Reduction Plan Implementation | ||
Long-term Purchase Commitment [Line Items] | ||
Loss contingency, estimate of possible loss | 2,000,000 | |
Subsequent Event | Federal Government | ||
Long-term Purchase Commitment [Line Items] | ||
Litigation settlement, amount due to third-party | $ 3,000,000 | |
Litigation settlement, repayment period | 3 years | |
Yearly installment amount | $ 1,000,000 | |
Special assessment amount | 125 | |
Subsequent Event | Mississippi Commission On Environmental Quality | ||
Long-term Purchase Commitment [Line Items] | ||
Litigation settlement, amount due to third-party | 1,500,000 | |
Subsequent Event | Desoto County Regional Utility Authority | ||
Long-term Purchase Commitment [Line Items] | ||
Litigation settlement, amount due to third-party | $ 500,000 |
Leases - Lease Assets and Lease
Leases - Lease Assets and Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
Right-of-use assets | $ 21,178 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net |
Finance leases | $ 1,163 |
Total ROU assets | $ 22,341 |
Operating lease, liability, current, statement of financial position | Accrued expenses and other current liabilities |
Current operating lease liabilities | $ 3,050 |
Finance lease, liability, current, statement of financial position | Accrued expenses and other current liabilities |
Current finance lease liabilities | $ 531 |
Noncurrent operating lease liabilities | $ 22,997 |
Finance lease, liability, noncurrent, statement of financial position | Other liabilities |
Noncurrent finance lease liabilities | $ 619 |
Lease liabilities | $ 27,197 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 5,557 |
Short-term lease cost | 609 |
Amortization of ROU assets | 1,233 |
Interest expense | 130 |
Total lease cost | $ 7,529 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating cash flows for operating leases | $ 5,787 |
Operating cash flows for finance leases | 130 |
Financing cash flows for finance leases | $ 1,278 |
Leases - Weighted-Average Remai
Leases - Weighted-Average Remaining Lease terms and Discount Rates (Details) | Dec. 31, 2021 |
Weighted average remaining lease term (years) | |
Operating leases | 6 years 3 months 3 days |
Finance leases | 1 year 11 months 8 days |
Weighted average discount rate | |
Operating leases | 9.42% |
Finance leases | 7.41% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities Under Non-Cancellable Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases | |
2022 | $ 5,375 |
2023 | 5,445 |
2024 | 5,370 |
2025 | 5,291 |
2026 | 5,380 |
Thereafter | 8,092 |
Total lease payments | 34,953 |
Less: Interest | 8,906 |
Total lease liabilities | 26,047 |
Finance Leases | |
2022 | 595 |
2023 | 567 |
2024 | 79 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total lease payments | 1,241 |
Less: Interest | 92 |
Total lease liabilities | 1,150 |
Total | |
2022 | 5,970 |
2023 | 6,012 |
2024 | 5,449 |
2025 | 5,291 |
2026 | 5,380 |
Thereafter | 8,092 |
Total lease payments | 36,194 |
Less: Interest | 8,998 |
Total lease liabilities | $ 27,197 |
Leases - Minimum Future Rental
Leases - Minimum Future Rental Commitments under ASC 840 (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases | |
2021 | $ 7,543 |
2022 | 7,722 |
2023 | 7,905 |
2024 | 8,093 |
2025 | 8,285 |
Thereafter | 22,969 |
Total lease payments | 62,517 |
Capital Leases | |
2021 | 775 |
2022 | 360 |
2023 | 298 |
2024 | 68 |
2025 | 0 |
Thereafter | 0 |
Total lease payments | 1,501 |
Less: Interest | (89) |
Present value of lease payments | 1,412 |
Less: long-term portion | (727) |
Current portion | $ 685 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Rent expense | $ 7.2 | $ 7.5 |
Depreciation expense related to assets under capital leases | $ 0.8 | $ 0.8 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 03, 2020 | |
Debt Instrument [Line Items] | |||
Debt, non-current | $ 15,430 | ||
Debt discount | 0 | $ (2,752) | |
Total debt | 15,430 | 262,678 | |
Debt, current | 1,470 | 247,248 | |
Debt, non-current | $ 13,960 | 15,430 | |
London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 9.05% | ||
Term loan | |||
Debt Instrument [Line Items] | |||
Debt, non-current | $ 15,430 | 15,430 | |
Interest rate | 0.00% | ||
Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt, non-current | $ 0 | $ 250,000 | $ 250,000 |
Debt - Schedule of Estimated Pr
Debt - Schedule of Estimated Principal Payments on all Debt Outstanding (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2022 | $ 1,470 |
2023 | 1,470 |
2024 | 1,470 |
2025 | 1,470 |
Thereafter | 9,550 |
Total | $ 15,430 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Mar. 08, 2021USD ($) | Oct. 22, 2020USD ($) | Dec. 31, 2020USD ($) | May 31, 2020USD ($) | Oct. 31, 2019USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2021USD ($)day | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Jan. 03, 2020USD ($) | Nov. 22, 2010USD ($)day |
Number of days audited financials are to be delivered to lender | day | 210 | |||||||||||
Loss on extinguishment of debt | $ 10,000,000 | $ 10,018,000 | $ 0 | $ 3,040,000 | ||||||||
Debt, non-current | 15,430,000 | |||||||||||
Repayments of other debt obligations | $ 0 | 1,714,000 | 44,750,000 | |||||||||
Principal And Interest | ||||||||||||
Repayments of other debt obligations | 276,800,000 | |||||||||||
Interest | ||||||||||||
Repayments of other debt obligations | $ 26,800,000 | |||||||||||
London Interbank Offered Rate (LIBOR) | ||||||||||||
Variable interest rate | 9.05% | |||||||||||
Line of Credit | ||||||||||||
Debt, non-current | $ 250,000,000 | $ 0 | 250,000,000 | $ 250,000,000 | ||||||||
Line of Credit | Equipment Loan Agreement | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 60,000,000 | |||||||||||
Portion of borrowing capacity subject to further approval by lender | $ 20,000,000 | |||||||||||
Proceeds from line of credit | $ 40,000,000 | |||||||||||
Maturity dates | 48 months | |||||||||||
End of term balloon payment | $ 5,600,000 | |||||||||||
Facility fees | $ 300,000 | |||||||||||
Interest expense recorded | $ 4,800,000 | |||||||||||
Loss on extinguishment of debt | $ 3,000,000 | |||||||||||
Term loan | Mississippi | ||||||||||||
Debt Instrument face amount | $ 40,000,000 | |||||||||||
Number of semi-annual installments | day | 24 | |||||||||||
Amended and restated term loan | ||||||||||||
Debt instrument semi annual payments | $ 700,000 | |||||||||||
Revolving debt facility | ||||||||||||
Line of credit facility maximum borrowing capacity | 200,000,000 | |||||||||||
Proceeds from line of credit | $ 100,000,000 | $ 150,000,000 | ||||||||||
Amended revolving debt facility | ||||||||||||
Debt Instrument face amount | 37,500,000 | $ 37,500,000 | ||||||||||
Amended revolving debt facility | 13 Weekly Draw | ||||||||||||
Proceeds from previous weekly draw | 2,900,000 | |||||||||||
Amended revolving debt facility | 4 Weekly Draw | ||||||||||||
Proceeds from previous weekly draw | $ 9,400,000 | |||||||||||
Minimum | Line of Credit | Equipment Loan Agreement | ||||||||||||
Variable interest rate | 12.25% | |||||||||||
Minimum | Revolving debt facility | ||||||||||||
Maturity dates | 8 days | |||||||||||
Maximum | Line of Credit | Equipment Loan Agreement | ||||||||||||
Variable interest rate | 12.50% | |||||||||||
Maximum | Revolving debt facility | ||||||||||||
Maturity dates | 364 days |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock by Class (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 08, 2021 | Mar. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 0 | 1,000,000 | 224,409,612 | |||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | 5,222,852,052 | 121,431,310 | 121,436,000 | 105,584,000 | |
Temporary equity, carrying amount, attributable to parent | $ 0 | $ 1,812,678 | $ 1,812,724 | $ 1,512,915 | ||
Redeemable convertible preferred stock liquidation preference | $ 0 | $ 1,749,201 | ||||
Common stock issuable upon conversion (in shares) | 121,431,310 | |||||
A | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 23,250 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 18,441 | |||||
Temporary equity, carrying amount, attributable to parent | $ 166 | |||||
Redeemable convertible preferred stock liquidation preference | $ 238 | |||||
Common stock issuable upon conversion (in shares) | 18,441 | |||||
B | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 1,571,798 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 1,217,066 | |||||
Temporary equity, carrying amount, attributable to parent | $ 19,210 | |||||
Redeemable convertible preferred stock liquidation preference | $ 18,845 | |||||
Common stock issuable upon conversion (in shares) | 1,217,066 | |||||
C | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 2,274,766 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 608,118 | |||||
Temporary equity, carrying amount, attributable to parent | $ 11,495 | |||||
Redeemable convertible preferred stock liquidation preference | $ 11,417 | |||||
Common stock issuable upon conversion (in shares) | 608,118 | |||||
D | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 2,673,700 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 612,994 | |||||
Temporary equity, carrying amount, attributable to parent | $ 13,263 | |||||
Redeemable convertible preferred stock liquidation preference | $ 13,235 | |||||
Common stock issuable upon conversion (in shares) | 612,994 | |||||
E | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 7,440,000 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 4,606,784 | |||||
Temporary equity, carrying amount, attributable to parent | $ 100,225 | |||||
Redeemable convertible preferred stock liquidation preference | $ 119,361 | |||||
Common stock issuable upon conversion (in shares) | 4,606,784 | |||||
E-1 | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 131,584 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | |||||
Temporary equity, carrying amount, attributable to parent | $ 0 | |||||
Redeemable convertible preferred stock liquidation preference | $ 0 | |||||
Common stock issuable upon conversion (in shares) | 0 | |||||
E-2 | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 115,787 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | |||||
Temporary equity, carrying amount, attributable to parent | $ 0 | |||||
Redeemable convertible preferred stock liquidation preference | $ 0 | |||||
Common stock issuable upon conversion (in shares) | 0 | |||||
F | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 10,462,500 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 4,861,658 | |||||
Temporary equity, carrying amount, attributable to parent | $ 175,182 | |||||
Redeemable convertible preferred stock liquidation preference | $ 188,193 | |||||
Common stock issuable upon conversion (in shares) | 4,861,658 | |||||
G | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 62,775,000 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 47,881,788 | |||||
Temporary equity, carrying amount, attributable to parent | $ 330,466 | |||||
Redeemable convertible preferred stock liquidation preference | $ 231,686 | |||||
Common stock issuable upon conversion (in shares) | 47,881,788 | |||||
G-1 | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 930,000 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | |||||
Temporary equity, carrying amount, attributable to parent | $ 0 | |||||
Redeemable convertible preferred stock liquidation preference | $ 0 | |||||
Common stock issuable upon conversion (in shares) | 0 | |||||
H | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 75,177,482 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 10,613,198 | |||||
Temporary equity, carrying amount, attributable to parent | $ 197,488 | |||||
Redeemable convertible preferred stock liquidation preference | $ 200,852 | |||||
Common stock issuable upon conversion (in shares) | 10,613,198 | |||||
H-1 | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 60,833,745 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 51,011,263 | |||||
Temporary equity, carrying amount, attributable to parent | $ 965,183 | |||||
Redeemable convertible preferred stock liquidation preference | $ 965,374 | |||||
Common stock issuable upon conversion (in shares) | 51,011,263 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Dec. 31, 2021 | Mar. 08, 2021 | Mar. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||||||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 262,797,235 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued (in shares) | 219,195,971 | 1,708,476 | ||||
Common stock, share outstanding (in shares) | 219,195,971 | 217,076,712 | 76,565,107 | 1,708,476 | ||
Redeemable convertible preferred stock authorized (in shares) | 0 | 1,000,000 | 224,409,612 | |||
Redeemable convertible preferred stock par or stated value per share ( in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Redeemable convertible preferred stock shares issued (in shares) | 0 | 121,431,310 | ||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | 5,222,852,052 | 121,431,310 | 121,436,000 | 105,584,000 |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Detail) - $ / shares | Dec. 01, 2021 | Dec. 31, 2021 | Mar. 07, 2021 |
Class of warrants or rights number of securities called by each warrant or right (in shares) | 1 | ||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ 11.50 | ||
Length of trading period used to determine reference value | 30 days | ||
Class of warrants or rights issuable upon exercise of its public traded warrants (in shares) | 366,666 | ||
Class of warrant or right exercised (in shares) | 0 | ||
Private Warrants | |||
Class of warrants or rights maturity (in shares) | 366,666 | ||
Terminating initial public offering term | 5 years | ||
Public Warrants | |||
Class of warrants or rights maturity (in shares) | 16,666,637 | ||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ 11.50 | ||
Terminating initial public offering term | 5 years | ||
Class of warrant or right period of redemption of outstanding warrants with prior written notice of redemption | 30 days | ||
Number of trading days within trading period | 20 days | ||
Redemption price (in dollars per share) | $ 0.01 | ||
Minimum share price for warrant redemption (in dollars per share) | $ 18 | ||
Public and Private Warrant | |||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ 11.50 | ||
Common stock | WorxWell | |||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ 10 | ||
Warrants issued in connection with acquisition (in shares) | 1,000,000 |
Stock Warrants - Summary of Out
Stock Warrants - Summary of Outstanding Common Stock Warrants (Detail) - $ / shares | Dec. 31, 2021 | Mar. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 21,311,920 | 3,394,867 | 3,427,407 | |
Exercise price per warrant (in dollars per share) | $ 11.50 | |||
August 2010 - June 2011 | Common stock (previously Series B redeemable convertible preferred stock) | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 46,498 | 46,498 | 46,498 | |
Exercise price per warrant (in dollars per share) | $ 15.49 | |||
August 2011 - January 2012 | Common stock (previously Series C redeemable convertible preferred stock) | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 53,256 | 53,256 | 71,898 | |
Exercise price per warrant (in dollars per share) | $ 18.78 | |||
August 2012 | Common stock (previously Series D redeemable convertible preferred stock) | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 45,388 | 45,388 | 59,282 | |
Exercise price per warrant (in dollars per share) | $ 21.60 | |||
December 2013 | Common stock (previously Series E redeemable convertible preferred stock) | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 63,296 | 63,296 | 63,296 | |
Exercise price per warrant (in dollars per share) | $ 25.91 | |||
April 2015 - April 2016 | Common stock (previously Series F redeemable convertible preferred stock) | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 45,207 | 161,457 | 161,457 | |
Exercise price per warrant (in dollars per share) | $ 38.71 | |||
April 2016 - November 2018 | Common stock (previously Series H redeemable convertible preferred stock) | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 1,135,391 | 1,135,391 | 1,135,395 | |
Exercise price per warrant (in dollars per share) | $ 18.93 | |||
March 2017 | Common stock (previously Series H redeemable convertible preferred stock) | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 1,849,431 | 1,849,431 | 1,849,431 | |
Exercise price per warrant (in dollars per share) | $ 12.91 | |||
March 2014 | Common stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 2,324 | 2,324 | 2,324 | |
Exercise price per warrant (in dollars per share) | $ 9.47 | |||
August 2015 | Common stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 12,916 | 12,916 | 12,916 | |
Exercise price per warrant (in dollars per share) | $ 11.62 | |||
December 2018 | Common stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 24,910 | 24,910 | 24,910 | |
Exercise price per warrant (in dollars per share) | $ 9.04 | |||
August 2020 | Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 366,666 | 0 | 0 | |
Exercise price per warrant (in dollars per share) | $ 11.50 | |||
August 2020 | Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 16,666,637 | 0 | 0 | |
Exercise price per warrant (in dollars per share) | $ 11.50 | |||
December Two Thousand Twenty One | Common stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 1,000,000 | 0 | 0 | |
Exercise price per warrant (in dollars per share) | $ 10 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | Mar. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 5,000,000 | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 27,582,000 | 24,915,000 | |
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value (in dollars per share) | $ 4.38 | ||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 24,800,000 | ||
Intrinsic value of options exercised | 400,000 | ||
Unrecognised compensation cost related to unvested stock options | $ 33,300,000 | ||
Compensation cost related to unvested stock options expected to be recognised over a weighted average service period | 1 year 10 months 24 days | ||
Weighted-average exercise price (in dollars per share) | $ 9.43 | $ 9.32 | |
Weighted-average remaining contractual term | 7 years | 7 years 7 months 6 days | |
Aggregate Intrinsic Value | $ 0 | ||
2018 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 0 | ||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||
2018 Plan | Vesting Option One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 20.00% | ||
Share-based compensation arrangement by share-based payment award, award vesting rights subsequent to initial vesting period, percentage | 1.67% | ||
Share based compensation arrangement by share based payment award vesting period | 1 year | ||
2018 Plan | Vesting Option One | Officer Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | ||
2018 Plan | Vesting Option Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | ||
Share-based compensation arrangement by share-based payment award, award vesting rights subsequent to initial vesting period, percentage | 2.08% | ||
Share based compensation arrangement by share based payment award vesting period | 1 year | ||
2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 24,657,302 | ||
Share based payment arrangement number of options available to purchase (in shares) | 58,631,907 | ||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 18,594,386 | ||
2021 Plan | Officer Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 12,500,000 | ||
2021 Plan | Officer Restricted Stock Units | Share Price Hurdle Achieved One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation arrangement by share based payment award percentage of non option equity instruments granted | 50.00% | ||
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ 15 | ||
2021 Plan | Officer Restricted Stock Units | Share Price Hurdle Achieved Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation arrangement by share based payment award percentage of non option equity instruments granted | 50.00% | ||
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ 20 | ||
2021 Plan | Officer Options | Common Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based payment arrangement number of options available to purchase (in shares) | 5,000,000 | ||
2021 Plan | Unvested restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 12,758,000 | ||
2021 Plan | Vesting Option One | Officer Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation arrangement by share based payment award vesting period | 4 years | ||
2021 Plan | Vesting Option One | Officer Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | ||
Share based compensation arrangement by share based payment award vesting period | 4 years | ||
2021 Plan | Vesting Option Two | Officer Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 75.00% | ||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||
2021 Plan | Vesting Option Two | Officer Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 75.00% | ||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||
CEO Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 25,000,000 | ||
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value (in dollars per share) | $ 3.54 | ||
Unrecognised compensation cost related to unvested stock options | $ 73,100,000 | ||
Weighted-average exercise price (in dollars per share) | $ 10 | ||
Weighted-average remaining contractual term | 9 years 2 months 12 days | ||
Aggregate Intrinsic Value | $ 0 | ||
Share based compensation by share based payment award options shares issued in period | 0 | ||
Compensation cost related to options expected to be recognised over a weighted average service period | 4 years 4 months 24 days | ||
CEO Incentive Plan | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation arrangement option granted to purchase stock at exercise price (in dollars per share) | $ 10 | ||
CEO Incentive Plan | Unvested restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value of RSUs vested | $ 800,000 | ||
Unrecognised compensation cost related to Equity instruments other than options | $ 42,200,000 | ||
Compensation cost related to equity instruments other than options expected to be recognised over a weighted average service period | 1 year 8 months 12 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Exercisable under CEO Incentive Plan (Detail) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 5,000,000 |
CEO Incentive Plan | Share-based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 20 |
CEO Incentive Plan | Share-based Payment Arrangement, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 30 |
CEO Incentive Plan | Share-based Payment Arrangement, Tranche Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 40 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Four | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 50 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Five | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 60 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Six | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 70 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Seven | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 80 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Eight | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 90 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Nine | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 100 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Ten | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 110 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Share-based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercisable (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares Subject to Stock Options Outstanding | ||
Outstanding as of beginning of period (in shares) | 24,915 | |
Options granted (in shares) | 5,000 | |
Exercised (in shares) | (190) | |
Canceled/forfeited (in shares) | (2,143) | |
Outstanding as of end of period (in shares) | 27,582 | 24,915 |
Options vested and expected to vest (in shares) | 27,167 | |
Exercisable (in shares) | 18,633 | |
Weighted- Average Exercise Price | ||
Weighted-Average Exercise Price, Beginning balance (in dollars per share) | $ 9.32 | |
Options granted (in dollars per share) | 10 | |
Exercised (in dollars per share) | 9.04 | |
Canceled/forfeited (in dollars per share) | 9.52 | |
Weighted-Average Exercise Price, Ending balance (in dollars per share) | 9.43 | $ 9.32 |
Weighted-Average Exercise Price, Options vested and expected to vest (in dollars per share) | 9.44 | |
Weighted-Average Exercise Price, (in dollars per share) | $ 9.42 | |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years | 7 years 7 months 6 days |
Weighted-Average Remaining Contractual Term, Options vested and expected to vest | 7 years | |
Weighted-Average Remaining Contractual Term, Exercisable | 6 years 6 months | |
Aggregate Intrinsic Value, Beginning balance | $ 20,564 | |
Aggregate Intrinsic Value, Ending balance | 0 | $ 20,564 |
Aggregate Intrinsic Value, Options vested and expected to vest | 0 | |
Aggregate Intrinsic Value | $ 0 | |
Share price (in dollars per share) | $ 3.91 | |
As Previously Reported | ||
Number of Shares Subject to Stock Options Outstanding | ||
Outstanding as of beginning of period (in shares) | 1,071,605 | |
Outstanding as of end of period (in shares) | 1,071,605 | |
Weighted- Average Exercise Price | ||
Weighted-Average Exercise Price, Beginning balance (in dollars per share) | $ 0.22 | |
Weighted-Average Exercise Price, Ending balance (in dollars per share) | $ 0.22 | |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 7 months 6 days | |
Aggregate Intrinsic Value, Beginning balance | $ 20,564 | |
Aggregate Intrinsic Value, Ending balance | $ 20,564 | |
Retroactive application of reverse recapitalization | ||
Number of Shares Subject to Stock Options Outstanding | ||
Outstanding as of beginning of period (in shares) | (1,046,690) | |
Outstanding as of end of period (in shares) | (1,046,690) | |
Pro Forma | ||
Weighted- Average Exercise Price | ||
Share price (in dollars per share) | $ 9.89 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Outstanding Restricted Stock Units (Detail) - 2021 Plan - Unvested restricted stock units shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 12,758 |
Vested (in shares) | shares | (115) |
Canceled (in shares) | shares | (1,000) |
Ending balance (in shares) | shares | 11,643 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 6.15 |
Vested (in dollars per share) | $ / shares | 7.39 |
Canceled (in dollars per share) | $ / shares | 6.12 |
Ending balance (in dollars per share) | $ / shares | $ 6.14 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - Share-based Payment Arrangement, Employee | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 53.00% | 70.00% | |
Expected terms (in years) | 6 years | ||
Expected dividends | 0.00% | 0.00% | 0.00% |
Risk-free rate | 1.07% | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 49.00% | ||
Expected terms (in years) | 5 years 4 months 24 days | 5 years 7 months 6 days | |
Risk-free rate | 0.40% | 1.50% | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 70.00% | ||
Expected terms (in years) | 6 years 8 months 12 days | 6 years 8 months 12 days | |
Risk-free rate | 1.50% | 2.50% |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Share-based Payment Award, CEO Option Award and Officer Options, Valuation Assumptions (Detail) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ 3.91 |
Chief Executive Officer | Share-based Payment Arrangement, Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ 9.19 |
Expected volatility | 54.00% |
Risk-free rate | 1.59% |
Expected terms (in years) | 10 years |
Expected dividends | 0.00% |
Discount for lack of marketability | 20.00% |
Officer | Share-based Payment Arrangement, Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ 9.19 |
Expected volatility | 53.00% |
Risk-free rate | 1.07% |
Expected terms (in years) | 6 years |
Expected dividends | 0.00% |
Officer | Unvested restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ 9.19 |
Expected volatility | 56.00% |
Risk-free rate | 0.60% |
Expected terms (in years) | 4 years |
Expected dividends | 0.00% |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Stock-based Compensation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 73,620 | $ 28,932 | $ 29,076 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 4,930 | 2,240 | 3,084 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 8,725 | 4,438 | 4,113 |
Selling, general, and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 59,965 | $ 22,254 | $ 21,879 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (343,444) | $ (250,042) | $ (312,162) |
Foreign | 74 | 356 | 104 |
Loss before benefit (provision) of income taxes | $ (343,370) | $ (249,686) | $ (312,058) |
Income Taxes - Summary of the P
Income Taxes - Summary of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current Income Tax Provision: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
Foreign | 65 | 40 | 51 |
Total Current Provision for Income Taxes | 65 | 40 | 51 |
Deferred Income Tax (Benefit) Provision: | |||
Federal | (349) | 0 | 0 |
State | (108) | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total Deferred (Benefit) Provision for Income Taxes | (457) | 0 | 0 |
Total (Benefit) Provision for Income Taxes | $ (392) | $ 40 | $ 51 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory rate | 21.00% | 21.00% | 21.00% |
State tax, net of federal benefit | 0.04% | 0.05% | 0.05% |
Permanent differences | 1.16% | 0.53% | 1.51% |
Stock-based compensation | (0.18%) | (0.03%) | (0.33%) |
Change in valuation allowance | (22.17%) | (22.41%) | (15.04%) |
Other | 0.26% | 0.84% | (6.96%) |
Total rate | 0.11% | (0.02%) | 0.23% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 393,967 | $ 313,471 |
Intangibles | 4,719 | 6,802 |
Research and development credits | 7,221 | 5,636 |
Accruals and other reserves | 18,386 | 16,007 |
Inventory reserve | 10,415 | 21,239 |
Stock-based compensation | 34,622 | 16,842 |
Lease liability | 6,546 | 0 |
Other | 2,427 | 581 |
Deferred tax assets before valuation allowance | 478,303 | 380,578 |
Valuation allowance | (459,885) | (367,930) |
Deferred tax assets after valuation allowance | 18,418 | 12,648 |
Deferred tax liability on fixed assets | (13,107) | (12,648) |
Deferred tax liability on ROU Asset | (5,311) | 0 |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance | $ 459,885,000 | $ 367,930,000 | |||
Increase of valuation allowance | 92,000,000 | 67,400,000 | $ 58,700,000 | ||
Unrecognized tax benefits | 8,357,000 | $ 6,593,000 | $ 4,829,000 | $ 1,917,000 | |
Accrued interest and penalties related to uncertain tax positions | 0 | ||||
Domestic Tax Authority | |||||
Tax Credit Carryforward [Line Items] | |||||
Net operating loss carryforwards | 1,549,500,000 | $ 1,126,100,000 | |||
Domestic Tax Authority | Research Tax Credit Carryforward | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward | 5,900,000 | ||||
State and Local Jurisdiction | |||||
Tax Credit Carryforward [Line Items] | |||||
Net operating loss carryforwards | 1,191,700,000 | ||||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward | $ 10,800,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 6,593 | $ 4,829 | $ 1,917 |
Decreases related to prior year tax positions | 0 | 0 | 0 |
Increases related to prior year tax positions | 0 | 0 | 988 |
Increases related to current year tax positions | 1,764 | 1,764 | 1,924 |
Balance at end of year | $ 8,357 | $ 6,593 | $ 4,829 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (342,978) | $ (249,726) | $ (312,109) |
Weighted-average shares outstanding, basic (in shares) | 173,692,582 | 1,678,098 | 1,571,045 |
Weighted-average shares outstanding, diltued (in shares) | 173,692,582 | 1,678,098 | 1,571,045 |
Net loss per share, basic (in dollars per share) | $ (1.97) | $ (148.81) | $ (198.66) |
Net loss per share, diluted (in dollars per share) | $ (1.97) | $ (148.81) | $ (198.66) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 49,036,742 | 149,740,978 | 151,640,245 |
Stock options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 27,582,170 | 24,914,801 | 26,777,351 |
Unvested restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 142,652 | 0 | 0 |
Warrants to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 21,311,920 | 40,150 | 40,150 |
Redeemable convertible preferred stock (on an if-converted basis) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 121,431,310 | 121,435,487 |
Warrants to purchase redeemable convertible preferred stock (on an if-converted basis) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 3,354,717 | 3,387,257 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | Dec. 31, 2021 | Mar. 08, 2021 | Dec. 31, 2020 |
Earn out shares subject to vesting and potential forfeiture (in shares) | 4,970,000 | 4,970,000 | |
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 27,582,000 | 24,915,000 | |
Non Qualified Stock Option Awards | Chief Executive Officer | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 25,000,000 | ||
Unvested restricted stock units | Officer | |||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number (in shares) | 11,500,000 |