Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 221,505,840 | |
Amendment Flag | false | |
Entity Central Index Key | 0001811856 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Class A common stock, par value, $0.0001 per share | ||
Document Information [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 | ||
Document Information [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 $11.50 | |
Trading Symbol | VIEWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 51,272 | $ 281,081 |
Accounts receivable, net of allowances | 23,934 | 30,605 |
Inventories | 17,852 | 10,267 |
Prepaid expenses and other current assets | 34,529 | 21,579 |
Total current assets | 127,587 | 343,532 |
Property and equipment, net | 262,549 | 268,401 |
Restricted cash | 16,444 | 16,462 |
Right-of-use assets | 19,167 | 21,178 |
Other assets | 27,186 | 29,493 |
Total assets | 452,933 | 679,066 |
Current liabilities: | ||
Accounts payable | 15,232 | 24,186 |
Accrued expenses and other current liabilities | 54,782 | 59,456 |
Accrued compensation | 11,430 | 9,508 |
Deferred revenue | 7,677 | 11,460 |
Total current liabilities | 89,121 | 104,610 |
Debt, non-current | 13,225 | 13,960 |
Sponsor earn-out liability | 1,260 | 7,624 |
Lease liabilities | 20,485 | 22,997 |
Other liabilities | 41,068 | 50,537 |
Total liabilities | 165,159 | 199,728 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 600,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 221,390,799 and 219,195,971 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 22 | 22 |
Additional paid-in capital | 2,792,406 | 2,736,647 |
Accumulated deficit | (2,504,654) | (2,257,331) |
Total stockholders’ equity | 287,774 | 479,338 |
Total liabilities and stockholders’ equity | $ 452,933 | $ 679,066 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 12, 2021 | Mar. 08, 2021 | Mar. 07, 2021 |
Statement of Financial Position [Abstract] | |||||
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 | 600,000,000 | ||
Common stock, shares issued (in shares) | 221,390,799 | 219,195,971 | |||
Common stock, share outstanding (in shares) | 221,390,799 | 219,195,971 | 217,076,712 | 76,565,107 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 23,762 | $ 18,884 | $ 57,090 | $ 45,579 |
Costs and expenses: | ||||
Cost of revenue | 49,126 | 51,828 | 129,219 | 137,617 |
Research and development | 15,554 | 36,314 | 56,157 | 73,924 |
Selling, general, and administrative | 41,174 | 38,210 | 124,888 | 94,543 |
Total costs and expenses | 105,854 | 126,352 | 310,264 | 306,084 |
Loss from operations | (82,092) | (107,468) | (253,174) | (260,505) |
Interest and other expense (income), net | ||||
Interest expense, net | 58 | 287 | 324 | 5,906 |
Other expense (income), net | 118 | (100) | 259 | 6,320 |
Gain on fair value change, net | (226) | (13,078) | (6,511) | (18,426) |
Loss on extinguishment of debt | 0 | 0 | 0 | 10,018 |
Interest and other (income) expense, net | (50) | (12,891) | (5,928) | 3,818 |
Loss before provision (benefit) for income taxes | (82,042) | (94,577) | (247,246) | (264,323) |
Provision (benefit) for income taxes | 23 | (425) | 77 | (416) |
Net and comprehensive loss | (82,065) | (94,152) | (247,323) | (263,907) |
Net and comprehensive loss | $ (82,065) | $ (94,152) | $ (247,323) | $ (263,907) |
Net loss per share, basic (in shares) | $ (0.38) | $ (0.44) | $ (1.15) | $ (1.64) |
Net loss per share, diluted (in shares) | $ (0.38) | $ (0.44) | $ (1.15) | $ (1.64) |
Weighted-average shares used in calculation of net loss per share, basic (in dollars per share) | 214,775,043 | 212,154,820 | 214,422,143 | 160,497,517 |
Weighted-average shares used in calculation of net loss per share, diluted (in dollars per share) | 214,775,043 | 212,154,820 | 214,422,143 | 160,497,517 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) - USD ($) $ in Thousands | Total | Previously Reported | Retroactive application of reverse recapitalization (Note 2) | Common Stock | Common Stock Previously Reported | Common Stock Retroactive application of reverse recapitalization (Note 2) | Additional Paid-In Capital | Additional Paid-In Capital Previously Reported | Additional Paid-In Capital Retroactive application of reverse recapitalization (Note 2) | Accumulated Deficit | Accumulated Deficit Previously Reported |
Beginning balance (in shares) at Dec. 31, 2020 | 121,431,000 | 5,222,852,000 | (5,101,421,000) | ||||||||
Beginning balance at Dec. 31, 2020 | $ 1,812,678 | $ 1,812,678 | |||||||||
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 Mar. 31, 2021 | 0 | ||||||||||
Ending balance at Mar. 31, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 1,709,000 | 73,483,000 | (71,774,000) | ||||||||
Beginning balance at Dec. 31, 2020 | (1,824,564) | $ (1,824,564) | $ 0 | $ 0 | $ 7 | $ (7) | $ 89,789 | $ 89,782 | $ 7 | $ (1,914,353) | $ (1,914,353) |
Increase (Decrease) in Stockholders' 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 | $ 12 | 1,812,666 | ||||||||
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 | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 72,000 | ||||||||||
Issuance of common stock upon exercise of stock options | 382 | 382 | |||||||||
Stock-based compensation | 10,463 | 10,463 | |||||||||
Net loss | (74,035) | (74,035) | |||||||||
Ending balance (in shares) at Mar. 31, 2021 | 217,077,000 | ||||||||||
Ending balance at Mar. 31, 2021 | $ 677,942 | $ 22 | 2,666,308 | (1,988,388) | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 121,431,000 | 5,222,852,000 | (5,101,421,000) | ||||||||
Beginning balance at Dec. 31, 2020 | $ 1,812,678 | $ 1,812,678 | |||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 1,709,000 | 73,483,000 | (71,774,000) | ||||||||
Beginning balance at Dec. 31, 2020 | (1,824,564) | $ (1,824,564) | $ 0 | $ 0 | $ 7 | $ (7) | 89,789 | $ 89,782 | $ 7 | (1,914,353) | $ (1,914,353) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (263,907) | ||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 217,156,000 | ||||||||||
Ending balance at Sep. 30, 2021 | $ 532,845 | $ 22 | 2,711,083 | (2,178,260) | |||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | ||||||||||
Beginning balance at Mar. 31, 2021 | $ 0 | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 217,077,000 | ||||||||||
Beginning balance at Mar. 31, 2021 | 677,942 | $ 22 | 2,666,308 | (1,988,388) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 4,000 | ||||||||||
Issuance of common stock upon exercise of stock options | 31 | 31 | |||||||||
Vesting of restricted stock units (in shares) | 35,000 | ||||||||||
Stock-based compensation | 22,274 | 22,274 | |||||||||
Net loss | (95,720) | (95,720) | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 217,116,000 | ||||||||||
Ending balance at Jun. 30, 2021 | $ 604,527 | $ 22 | 2,688,613 | (2,084,108) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Vesting of restricted stock units (in shares) | 40,000 | ||||||||||
Stock-based compensation | 22,470 | 22,470 | |||||||||
Net loss | (94,152) | (94,152) | |||||||||
Ending balance (in shares) at Sep. 30, 2021 | 217,156,000 | ||||||||||
Ending balance at Sep. 30, 2021 | 532,845 | $ 22 | 2,711,083 | (2,178,260) | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 219,196,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | 479,338 | $ 22 | 2,736,647 | (2,257,331) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Vesting of restricted stock units (in shares) | 26,000 | ||||||||||
Stock-based compensation | 17,468 | 17,468 | |||||||||
Net loss | (82,372) | (82,372) | |||||||||
Ending balance (in shares) at Mar. 31, 2022 | 219,222,000 | ||||||||||
Ending balance at Mar. 31, 2022 | 414,434 | $ 22 | 2,754,115 | (2,339,703) | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 219,196,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 479,338 | $ 22 | 2,736,647 | (2,257,331) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 0 | ||||||||||
Shares withheld related to net share settlement of equity awards (in shares) | (1,887,172) | ||||||||||
Shares withheld related to net share settlement of equity awards | $ (3,100) | ||||||||||
Net loss | (247,323) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 221,391,000 | ||||||||||
Ending balance at Sep. 30, 2022 | 287,774 | $ 22 | 2,792,406 | (2,504,654) | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 219,222,000 | ||||||||||
Beginning balance at Mar. 31, 2022 | 414,434 | $ 22 | 2,754,115 | (2,339,703) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Vesting of restricted stock units (in shares) | 6,000 | ||||||||||
Stock-based compensation | 18,141 | 18,141 | |||||||||
Net loss | (82,886) | (82,886) | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 219,228,000 | ||||||||||
Ending balance at Jun. 30, 2022 | 349,689 | $ 22 | 2,772,256 | (2,422,589) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Vesting of restricted stock units (in shares) | 4,050,000 | ||||||||||
Stock-based compensation | $ 23,226 | 23,226 | |||||||||
Shares withheld related to net share settlement of equity awards (in shares) | (1,887,172) | (1,887,000) | |||||||||
Shares withheld related to net share settlement of equity awards | $ (3,076) | (3,076) | |||||||||
Net loss | (82,065) | (82,065) | |||||||||
Ending balance (in shares) at Sep. 30, 2022 | 221,391,000 | ||||||||||
Ending balance at Sep. 30, 2022 | $ 287,774 | $ 22 | $ 2,792,406 | $ (2,504,654) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (247,323) | $ (263,907) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 17,797 | 35,200 |
Loss on extinguishment of debt | 0 | 10,018 |
Gain on fair value change, net | (6,511) | (18,426) |
Stock-based compensation | 58,835 | 55,207 |
Other | 1,008 | 1,524 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,693 | (6,683) |
Inventories | (7,585) | (3,272) |
Prepaid expenses and other current assets | (11,090) | (7,254) |
Other assets | 2,616 | (472) |
Accounts payable | (2,803) | (2,226) |
Deferred revenue | (3,783) | 963 |
Accrued compensation | 1,922 | 1,661 |
Accrued expenses and other liabilities | (13,977) | 8,923 |
Net cash used in operating activities | (204,201) | (188,744) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (14,396) | (15,419) |
Disbursement under loan receivable (Note 7) | (5,160) | 0 |
Acquisition, net of cash acquired | 0 | (4,938) |
Net cash used in investing activities | (19,556) | (20,357) |
Cash flows from financing activities: | ||
Repayment of revolving debt facility (Note 8) | 0 | (257,454) |
Repayment of other debt obligations | (735) | 0 |
Payments of obligations under finance leases | (400) | (520) |
Proceeds from issuance of common stock upon exercise of stock options | 0 | 403 |
Proceeds from reverse recapitalization and PIPE financing (Note 2) | 0 | 815,184 |
Payment of transaction costs related to reverse recapitalization (Note 2) | 0 | (41,655) |
Taxes paid related to the net share settlement of equity awards (Note 9) | (3,076) | 0 |
Net cash (used in) provided by financing activities | (4,211) | 515,958 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (227,968) | 306,857 |
Cash, cash equivalents, and restricted cash, beginning of period | 297,543 | 74,693 |
Cash, cash equivalents, and restricted cash, end of period | 69,575 | 381,550 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 55 | 19,366 |
Non-cash investing and financing activities: | ||
Payables and accrued liabilities related to purchases of property and equipment | 1,569 | 2,749 |
Conversion of redeemable convertible preferred stock to common stock | 0 | 1,812,678 |
Conversion of redeemable convertible preferred stock warrants to common stock warrants | 0 | 7,267 |
Common stock issued in exchange for services associated with the reverse recapitalization | 0 | 7,500 |
Common stock issued upon vesting of restricted stock units | $ 6,651 | $ 539 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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. 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 2 for additional information regarding the reverse recapitalization. Basis of Presentation The condensed 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 interim financial reporting and are unaudited. The Company’s condensed 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. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021, included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC on June 15, 2022 (the “2021 Annual Report on Form 10-K”). The information as of December 31, 2021 included in the condensed consolidated balance sheets was derived from those audited consolidated financial statements. For the three and nine months ended September 30, 2022 and 2021, there was no difference between net loss and total comprehensive loss. As a result of the Transactions completed on March 8, 2021, prior period share and per share amounts presented in the accompanying condensed 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. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and included herein reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of September 30, 2022, the results of operations for the three and nine months ended September 30, 2022 and the cash flows for the nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. All amounts are presented in U.S. dollars ($). Liquidity and Going Concern The accompanying condensed 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 $2,504.7 million as of September 30, 2022. For the nine months ended September 30, 2022, the Company had a net loss of approximately $247.3 million and negative cash flows from operations of approximately $204.2 million. In addition, for the nine months ended September 30, 2021, the Company had a net loss of approximately $263.9 million and negative cash flows from operations of approximately $188.7 million. Cash and cash equivalents as of September 30, 2022 was $51.3 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 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’s net cash outflow in the third quarter of 2022 decreased by $29.3 million when compared to the second quarter of 2022, from $89.3 million for the three months ended June 30, 2022 to $60.0 million for the three months ended September 30, 2022. In addition, as discussed further in Note 14 , the Company entered into an agreement on October 25, 2022 resulting in the sale of $200.0 million aggregate principal amount of Convertible Senior Pay in Kind (“PIK”) Toggle Notes (the “Notes”), generating net proceeds of approximately $194 million. As of October 31, 2022, the Company had approximately $228 million in cash and cash equivalents on hand. Due to the historical rate of cash outflows, the Company is not currently able to conclude that its existing cash and cash equivalents balance as of the date of this filing will be adequate to fund its forecasted operating costs and meet its obligations; the Company has therefore determined that there is substantial doubt about its ability to continue as a going concern. While the Company plans to continue to reduce cash outflow when compared to prior periods, the Company’s ability to fund its operating costs and meet its obligations beyond twelve months from the date of this filing is dependent upon its ability to attain and maintain profitable operations by entering into profitable sales contracts and generating sufficient operating cash flow. The Company is evaluating the impact of the Investment Tax Credit (“ITC”) available to its customers under the Inflation Reduction Act of 2022 (“IRA”) passed by Congress and signed into law on August 16, 2022 and the potential positive impact it may have on the future demand for the Company’s products and the Company’s objective of profitable operations. If the Company is not able to achieve profitability prior to the depletion of its current cash and cash equivalents, it would be required to raise additional capital. While the Company has successfully raised additional capital during the current fiscal year, there can be no assurance that future necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds in the future by issuing equity securities, such as through the sale of the Company’s common stock under the common stock purchase agreements (the “Purchase Agreements”) discussed further in Note 9 , 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 the Company raises funds in the future by issuing additional debt securities, these debt securities could have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of any additional debt securities or borrowings could impose significant restrictions on the Company’s operations. The capital markets have experienced in the past, and may experience in the future, 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 continue to impact the cost of debt financing. If the Company is unable to obtain adequate capital resources to fund operations by attaining and maintaining profitable operations or raising additional capital, the Company would not be able to continue to operate the business pursuant to the Company’s current business plan, which would require the Company to modify its operations to reduce spending to a sustainable level by, among other things, delaying, scaling back or eliminating some or all of the Company’s 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 the Company’s operations and its ability to increase revenues, or the Company may be forced to discontinue its operations entirely. Summary of Significant Accounting Policies There have been no significant changes to the significant accounting policies disclosed in Note 1 of the audited consolidated financial statements as of and for the year ended December 31, 2021 included in the Company’s 2021 Annual Report on Form 10-K. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that 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 September 30, 2022, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the nine months ended September 30, 2022, two customers represented greater than 10.0% of total revenue, accounting for 16.2% and 15.5% of total revenue, respectively. For the nine months ended September 30, 2021, two customers represented greater than 10.0% of total revenue, accounting for 16.1% and 11.2% of total revenue, respectively. Four customers accounted for 50.8% of accounts receivable, net as of September 30, 2022, each accounting for 15.4%, 13.4%, 12.0%, and 10.0% of accounts receivable, net, respectively. Four customers accounted for 53.0% of accounts receivable, net as of December 31, 2021, accounting for 15.2%, 13.3%, 12.8% and 11.8% of accounts receivable, net, respectively. 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 nine months ended September 30, 2022, each of four suppliers accounted for 26.7%, 12.9%, 11.2%, and 10.1% of total purchases, respectively. For the nine months ended September 30, 2021, one supplier accounted for 35.0% of total purchases. Segment Reporting Operating 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. See “Concentration of Credit Risk and Other Risks and Uncertainties” for further information on revenue by customer and Note 3 for further information on revenue by geography and categorized by products and services. Recent Accounting Pronouncements, Adopted 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 (“ASU No. 2021-04”). This ASU provides a principles-based framework for issuers to account for a modification or exchange of freestanding equity-classified written call options that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. The Company adopted this standard as of the first quarter of 2022 and the adoption did not have an impact on the condensed consolidated financial statements. Recent Accounting Pronouncements, Not Yet Adopted In August 2020, the FASB issued No. ASU 2020-06, 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 2020-06”) . 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 condensed consolidated financial statements. |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Sep. 30, 2022 | |
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 on 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 stockholders of 50,000,000 and CF II Class B stockholders 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 | 9 Months Ended |
Sep. 30, 2022 | |
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): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Products $ 21,548 $ 17,684 $ 52,461 $ 44,209 Services 2,214 1,200 4,629 1,370 Total $ 23,762 $ 18,884 $ 57,090 $ 45,579 View Smart Glass contracts to provide Controls, Software and Services (“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 insulating glass units (“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): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Smart Building Platform $ 11,317 $ 9,876 $ 29,578 $ 15,012 Smart Glass 10,320 8,410 19,809 28,205 Smart Building Technologies 2,125 598 7,703 2,362 Total $ 23,762 $ 18,884 $ 57,090 $ 45,579 During the three months ended September 30, 2022 and 2021, the Company recognized a total of $1.5 million and $10.3 million, respectively, for initial contract loss accruals and incurred $4.2 million and $4.6 million, respectively, of previously accrued losses, which resulted in a decrease to the accrual. During the nine months ended September 30, 2022 and 2021, the Company recognized a total of $4.0 million and $24.5 million, respectively, for initial contract loss accruals and incurred $12.3 million and $7.5 million, respectively, of previously accrued losses, which resulted in a decrease to the accrual. 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 were $0.6 million and $0.1 million for the three months ended September 30, 2022 and 2021, respectively. The cumulative catch-up adjustments were $1.4 million and nil for the nine months ended September 30, 2022 and 2021, respectively. The balance of estimated contract losses for work that had not yet been completed totaled $10.9 million and $20.7 million as of September 30, 2022 and December 31, 2021, respectively. The following table summarizes the Company’s revenue by geographic area, which is based on the shipping address of the customers (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: United States $ 21,743 $ 15,682 $ 52,852 $ 37,400 Canada 2,009 2,968 4,170 7,475 Other 10 234 68 704 Total $ 23,762 $ 18,884 $ 57,090 $ 45,579 Remaining Performance Obligations 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 September 30, 2022 was $13.7 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 the Company has billed to the customer but are being held for payment by the customer pending satisfactory completion of the project. Current contract assets as of September 30, 2022 and December 31, 2021 were $14.6 million and $11.5 million, respectively, and were included in other current assets. The increase in 2022 primarily relates to contract assets associated with View 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 September 30, 2022 and December 31, 2021 were $0.1 million and $0.7 million, 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 condensed consolidated balance sheets. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value 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. 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”). These Sponsor Earn-Out Shares are accounted for as liability classified instruments because the Earn-Out Triggering Events that determine the number of Sponsor Earn-Out Shares to be earned back by the Sponsor include events that are not solely indexed to the common stock of the Company. As of September 30, 2022, the Earn-Out Triggering Events were not achieved for any of the tranches and as such the Company adjusted the carrying amount of the liability to its estimated 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): September 30, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 27,921 $ — $ — $ 27,921 Total cash equivalents 27,921 — — 27,921 Restricted cash: Certificates of deposit — 18,304 — 18,304 Total assets measured at fair value $ 27,921 $ 18,304 $ — $ 46,225 Sponsor earn-out liability $ — $ — $ 1,260 $ 1,260 Private warrants liability — — 27 27 Total liabilities measured at fair value $ — $ — $ 1,287 $ 1,287 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 Sponsor earn-out liability $ — $ — $ 7,624 $ 7,624 Private warrants liability — — 174 174 Total liabilities measured at fair value $ — $ — $ 7,798 $ 7,798 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): Sponsor Private Balance as of December 31, 2021 $ 7,624 $ 174 Change in fair value (6,364) (147) Balance as of September 30, 2022 $ 1,260 $ 27 Sponsor Earn-out Shares, Private Warrants and redeemable convertible preferred stock warrants are or were subject to remeasurement to fair value at each balance sheet date. See Note 2 for additional information regarding the reverse recapitalization and the conversion of the redeemable convertible preferred stock warrants at the time of the Merger. Changes in fair value as a result of the remeasurement are recognized in gain on fair value change, net in the condensed consolidated statements of comprehensive loss. The following table summarizes the (gain) loss on fair value change, net (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Sponsor Earn-out Liability $ (225) $ (12,771) $ (6,364) $ (13,113) Private Warrants (1) (307) (147) (257) Redeemable Convertible Preferred Stock Warrants — — — (5,056) (Gain) loss on fair value change, net $ (226) $ (13,078) $ (6,511) $ (18,426) 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: September 30, 2022 December 31, 2021 Stock price $1.34 $3.91 Expected volatility 70.25% 52.50% Risk free rate 4.20% 1.12% Expected term (in years) 3.4 4.2 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 of the Sponsor Earn-Out Shares was determined using a Monte Carlo simulation to estimate the implied volatility of the Public 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: September 30, 2022 December 31, 2021 Stock price $1.34 $3.91 Expected volatility 70.25% 52.50% Risk free rate 4.25% 1.04% Expected term (in years) 2.9 3.7 Expected dividends 0% 0% Other |
Other Balance Sheet Information
Other Balance Sheet Information | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Information | Other Balance Sheet Information Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents, and restricted cash reported within the accompanying condensed consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying condensed consolidated statements of cash flows consisted of the following (in thousands): September 30, 2022 December 31, 2021 Cash $ 23,351 $ 33,581 Cash equivalents 27,921 247,500 Cash and cash equivalents 51,272 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,444 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 69,575 $ 297,543 Accounts Receivable, Net of Allowances During the three and nine months ended September 30, 2022, the Company recorded an immaterial change 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 $0.7 million at September 30, 2022 and December 31, 2021, respectively. 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 condensed consolidated statements of comprehensive loss. The Company recorded inventory impairments of $14.2 million and $8.9 million for the nine months ended September 30, 2022 and 2021, respectively. Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Current contract assets $ 14,634 $ 11,532 Short-term deposits 11,555 4,554 Prepaid expenses 5,347 5,478 Restricted cash 1,859 — Other current assets 1,134 15 Total prepaid expenses and other current assets $ 34,529 $ 21,579 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 as the amount by which the carrying amount of the asset group exceeds the fair value of the assets, as 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. The Company regularly reviews its long-lived assets for triggering events or other circumstances that could indicate impairment. As of September 30, 2022, no triggering events or other circumstances were identified. There were no impairments of long-lived assets during the nine months ended September 30, 2022 and 2021. Goodwill and Other Intangible Assets From time to time, the Company makes acquisitions of companies related to existing, complementary, or new markets. During fiscal year 2021, the Company completed two acquisitions, which were immaterial to its financial position, results of operations and cash flows. There were no acquisitions completed in the nine months ended September 30, 2022. Acquisition-related costs are included in general and administrative expenses in the consolidated statements of comprehensive loss and were nil for the nine months ended September 30, 2022 and 2021. |
Product Warranties
Product Warranties | 9 Months Ended |
Sep. 30, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Product Warranties | Product Warranties The Company provides a standard assurance type warranty that its 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 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, as of September 30, 2022. 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 $6.4 million and $6.1 million as of September 30, 2022 and December 31, 2021, 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 $32.0 million and $36.2 million as of September 30, 2022 and December 31, 2021, 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 condensed consolidated statements of comprehensive loss and included in other current liabilities and other liabilities on the condensed 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. Changes in warranty liabilities are presented below (in thousands): September 30, 2022 December 31, 2021 Beginning balance $ 42,256 $ 47,678 Accruals for warranties issued 1,290 1,551 Changes to estimates of volume and costs (116) 1,234 Settlements made (5,055) (8,207) Ending balance $ 38,375 $ 42,256 Warranty liability, current, beginning balance $ 8,868 $ 8,864 Warranty liability, noncurrent, beginning balance $ 33,388 $ 38,814 Warranty liability, current, ending balance $ 8,883 $ 8,868 Warranty liability, noncurrent, ending balance $ 29,492 $ 33,388 During the three months ended September 30, 2022 and 2021, the Company recorded a charge to Cost of revenue of $0.3 million and $0.4 million, respectively, related to adjustments to the warranty liability. During the nine months ended September 30, 2022 and 2021, the Company recorded a charge to Cost of revenue of $1.2 million and $1.2 million, respectively, related to adjustments to the warranty liability. Considering the uncertainty inherent in the failure analysis, including the actual timing of the failures and the number of defective IGUs, as well as uncertainty regarding future supply chain costs and production volumes that may impact the projected costs to replace defective IGUs in future years, it is reasonably possible that the amount of costs to be incurred to replace the defective IGUs could ultimately be materially different from the estimate. Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. If actual warranty costs differ substantially from the Company’s estimates, revisions to the estimated warranty liability would be required, which could have a material adverse effect on the Company’s business, financial condition and results of operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
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 condensed 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 September 30, 2022 and December 31, 2021, the total value of the letters of credit issued by the bank is $17.0 million and $16.5 million, respectively. No amounts have been drawn under the standby letters 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 is limited to the total amount incurred by subcontractors contracted by the Company in relation to the project. The promissory note is not a revolving facility, which means that outstanding amounts under the promissory note that are repaid cannot be re-borrowed. The promissory note has a maturity date of May 1, 2026. The promissory note bears no interest during the period between the first advance to the customer and the thirty-first month following the first advance, with interest increasing to an annual rate of 3.5% thereafter. As of September 30, 2022, the customer has a balance of $5.2 million drawn against the promissory note, which is recorded in other assets on the condensed consolidated balance sheet. Litigation and Environmental Settlements In December 2014, the Company finalized the terms of a litigation settlement with a third party where 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, included in interest and other, net in the condensed consolidated statements of comprehensive loss, as it accretes the liability. The balances of the litigation settlement liability are recorded in accrued expenses and other current liabilities and other liabilities, respectively, on the Company’s condensed consolidated balance sheets as follows (in thousands): September 30, December 31, 2021 Litigation settlement liability - current $ 3,000 $ — Litigation settlement liability - non-current 5,550 7,834 Total litigation settlement liability $ 8,550 $ 7,834 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 (the “Plea Agreement”) 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 environmental settlement over the next three years. The balances of the environmental settlement liability are recorded in accrued expenses and other current liabilities and other liabilities, respectively, on the Company’s condensed consolidated balance sheets as follows (in thousands): September 30, December 31, 2021 Environmental settlement liability - current $ 2,950 $ 2,950 Environmental settlement liability - non-current 2,000 2,000 Total environmental settlement liability $ 4,950 $ 4,950 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 defendant in judicial and administrative proceedings involving matters incidental to the 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. On February 8, 2022, the Court appointed Stadium Capital LLC lead plaintiff and denied the competing motion of Sweta Sonthalia. The Ninth Circuit Court of Appeals denied Ms. Sonthalia’s petition for a writ of mandamus to vacate the lead plaintiff order. On July 15, 2022, Stadium Capital filed an amended complaint against View, Mulpuri, and Prakash; certain current and former View board members; Cantor Fitzgerald & Co. and related entities; officers and board members of CF II; and PricewaterhouseCoopers LLP. The action is brought on behalf of a putative class consisting of (i) all persons or entities who purchased or otherwise acquired View and/or CF II securities between November 30, 2020 and May 10, 2022, inclusive; (ii) all persons or entities who were holders of CF II Class A common stock as of the January 27, 2021 record date that were entitled to vote to approve the merger between View and CF II; and (iii) all persons or entities who purchased or otherwise acquired View securities pursuant or traceable to the Form S-4 Registration Statement filed by CF II on December 23, 2020. The amended complaint asserts claims under Sections 10(b) (and Rule 10b-5 thereunder), 14(a) (and Rule 14a-9 thereunder), and 20(a) of the Securities Exchange Act and Sections 11, 12, and 15 of the Securities Act. The amended complaint alleges that certain defendants failed to disclose to investors that the Company’s warranty-related obligations and associated cost of revenue were materially false and misleading because they excluded expenses the Company incurred and expected to incur due to significant quality issues. The amended complaint alleges that certain defendants’ positive statements about the Company were false and materially misleading as a result, and that such statements caused the price of the Company’s stock to be inflated. The amended complaint alleges that class members were damaged when the price of the Company’s stock declined on the trading day following (1) August 16, 2021, when the Company announced an independent investigation concerning the adequacy of the Company’s previously disclosed warranty accrual, and (2) May 10, 2022, when the Company stated that management anticipated that it would be disclosing substantial doubt about the Company’s ability to continue as a going concern and that the Company’s cash position was $200.5 million at the end of Q1 2022. The amended complaint seeks unspecified compensatory damages and costs, including attorneys’ fees. Defendants filed motions to dismiss on October 6, 2022. Pursuant to a stipulated schedule, Stadium Capital will file its opposition(s) to the motions by November 14, 2022; and Defendants will file any replies in support of the motions to dismiss by December 14, 2022. The motions are set for hearing on April 20, 2023. 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 September 30, 2022. 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.)). On May 24, 2022, plaintiff and purported Company stockholder Anil Damidi filed a verified stockholder derivative complaint (nominally on behalf of the Company) against the same defendants as in the Jacobson complaint: Mr. Mulpuri, Mr. Gormly, Mr. Hughes, Mr. Leppert, Mr. Cosgrove, Ms. Picard, Ms. Larson-Green, and Mr. Prakash. On July 26, 2022, plaintiff and purported Company stockholder James Monteleone filed a verified stockholder derivative complaint (nominally on behalf of the Company) against the same defendants as in the Jacobson and Damidi complaints: Mr. Mulpuri, Mr. Gormly, Mr. Hughes, Mr. Leppert, Mr. Cosgrove, Ms. Picard, Ms. Larson-Green, and Mr. Prakash. On September 8, 2022, the Jacobson , Damidi , and Monteleone cases were assigned to Judge Gregory Williams. On September 30, 2022, Judge Williams entered the parties’ stipulation to (1) consolidate the three actions into In re View, Inc. Derivative Litigation , C.A. No, 21-1719-GBW (Consolidated), (2) appoint co-lead counsel for plaintiffs, and (3) stay all proceedings in the consolidated action until the Mehedi class action is dismissed in its entirety, with prejudice, and all appeals related thereto have been exhausted, or is resolved by settlement, or the motions to dismiss in the Mehedi class action are denied. Any party may request that the Court lift the stay upon good cause shown and bringing the matter to the Court’s attention. The stipulation deems the Damidi complaint to be the operative complaint in the consolidated case until any amended complaint is filed. The Damidi 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 seeks unspecified money damages, restitution, punitive damages, and costs (including attorneys’ fees and accountants’ and experts’ fees, costs, and expenses). The Damidi complaint alleges that the defendants 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. 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 September 30, 2022. Government Investigations 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. In June 2022, the U.S. Attorney’s Office for the Southern District of New York requested information related to this matter. The Company has cooperated with the U.S. Attorney’s Office in connection with these requests and intends to continue doing so. Given the early stage of these matters, 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 September 30, 2022. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt outstanding consisted of the following (in thousands): Interest Rate September 30, December 31, 2021 Term loan, due June 30, 2032 0% $ 14,695 $ 15,430 Total debt 14,695 15,430 Debt, current 1,470 1,470 Debt, non-current $ 13,225 $ 13,960 Principal payments on all debt outstanding as of September 30, 2022 are estimated as follows (in thousands): Year Ending December 31, Total 2022 (remaining three months) $ 735 2023 1,470 2024 1,470 2025 1,470 2026 1,470 Thereafter 8,080 Total $ 14,695 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 due on June 30 and December 31 each year 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 September 30, 2022, the Company was in compliance with these covenants. 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. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 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 September 30, 2022, the Company had 221,390,799 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 September 30, 2022, no shares of View, Inc. Preferred Stock were issued and outstanding. Net Share Settlement of Equity Awards During the three and nine months ended September 30, 2022, the Company withheld 1,887,172 shares with a fair value of $3.1 million in satisfaction of tax withholding obligations relating to the vesting of restricted share units. The shares were retired upon repurchase and returned to the unissued authorized capital of the Company. As of September 30, 2022, no shares of Treasury 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. Common Stock Purchase Agreement On August 8, 2022, the Company entered into the Purchase Agreements with each of CF Principal Investments LLC, a Delaware limited liability company (“Cantor”), and YA II PN, Ltd., a Cayman Islands exempted company (“Yorkville,” and together with Cantor, the “Investors”), relating to a committed equity facility (the “Facility”). Under the terms of the Purchase Agreements, the Company will have the right, from time to time and at its option, to sell to the Investors up to $100.0 million, in the aggregate, of the Company’s common stock (“View Shares”), subject to certain conditions and limitations set forth in the Purchase Agreements. As of September 30, 2022, the Investors have purchased zero shares under the Purchase Agreements. Sales of the View Shares under the Purchase Agreements, and the timing of any sales, will be determined by the Company from time to time at its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company regarding the use of proceeds from such sales. The net proceeds from any sales under the Purchase Agreements will depend on the frequency with, and prices at which the View Shares are sold to the Investors. The Company expects to use the proceeds from any sales under the Purchase Agreements for working capital and general corporate purposes. Upon the initial satisfaction of the conditions to the Investors’ obligations to purchase View Shares set forth in the Purchase Agreements (the “Commencement”), including that a registration statement (the “Resale Registration Statement”) registering the resale of the View Shares under the Securities Act of 1933, as amended (the “Securities Act”), is declared effective by the SEC and the Investors are permitted to utilize the prospectus therein to resell all of the shares included in such prospectus, the Company will have the right, but not the obligation, from time to time at its sole discretion until the earliest of (i) the first day of the month next following the date that is 36-months after the effective date of the Resale Registration Statement, (ii) the date on which the Investors shall have purchased, in the aggregate, $100.0 million worth of shares pursuant to the Purchase Agreements, (iii) the date on which the Company’s common stock shall have failed to be listed or quoted on The Nasdaq Global Market or an alternative market and (iv) the date on which the Company commences a voluntary bankruptcy case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors, to direct the Investors to purchase View Shares as set forth in the Purchase Agreements, by delivering written notice to Cantor or Yorkville prior to 9:00 AM, Eastern Time, on any trading day, subject to maximum amount as set forth in the Purchase Agreements for each such trading day. The purchase price of the View Shares that the Company elects to sell pursuant to the Purchase Agreements will be 97% of the volume weighted average price of the Company’s common stock during the applicable purchase date, subject to adjustment if the Company delivers a purchase notice for a purchase in excess of 20% of the total volume of the Company’s common stock traded during the applicable purchase period. The Company will not sell, and the Investors will not purchase, any View Shares pursuant to the Purchase Agreements, if the aggregate number of View Shares issued pursuant to the Purchase Agreements would exceed 19.99% of the voting power or number of shares of the Company’s common stock issued and outstanding immediately prior to the execution of the Purchase Agreements), subject to reduction as described in the Purchase Agreements, unless the Company obtains approval of its stockholders for the sale of View Shares in excess of such amount. In addition, the Company will not sell, and Cantor and Yorkville will not purchase, any View Shares pursuant to the Purchase Agreements, which, when aggregated with all other shares of the Company’s common stock then beneficially owned by such Investor and its affiliates, would result in, in the case of Cantor, the beneficial ownership by Cantor and its affiliates of more than 9.99% of the Company’s outstanding voting power or shares of the Company’s common stock, or in the case of Yorkville and its affiliates, would result in the beneficial ownership by Yorkville and its affiliates of more than 4.99% of the Company’s outstanding voting power or shares of the Company’s common stock. On the date of the Commencement, the Company will issue to Cantor shares of the Company’s common stock with a value of $1.3 million (the “Commitment Fee”) as of the trading day prior to the filing of the Resale Registration Statement as consideration for its irrevocable commitment to purchase the View Shares upon the terms and subject to the satisfaction of the conditions set forth in its respective Purchase Agreement. In addition, pursuant to the Purchase Agreements, the Company agreed to reimburse Cantor for certain of its expenses. The Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company has agreed to register the resale of the View Shares and the shares constituting the Commitment Fee. The Purchase Agreements and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification obligations by each party. The Purchase Agreements also provide that the representations and warranties of the Company (a) that are not qualified by “materiality” or “Material Adverse Effect” (as defined in the Purchase Agreements) must be true and correct in all material respects as of the date of the Commencement, except to the extent such representations and warranties are as of another date, in which case such representations and warranties must be true and correct in all material respects as of such other date, and (b) that are qualified by “materiality” or “Material Adverse Effect” (as defined in the Purchase Agreements) must be true and correct as of the date of the Commencement, except to the extent such representations and warranties are as of another date, in which case such representations and warranties must be true and correct as of such other date. The Purchase Agreements also provide that the representations and warranties of the Company must be true and correct as described in (a) and (b) above as of a date within three trading days following each time the Company files (i) an Annual Report on Form 10-K and certain Annual Reports on Form 10-K/A, (ii) a Quarterly Report on Form 10-Q, (iii) certain Current Reports on Form 8-K containing amended financial information and (iv) the Resale Registration Statement, any New Registration Statement (as defined in the Purchase Agreements) or any supplement or post-effective amendment thereto, subject to certain exceptions and in any event not more than once per calendar quarter. The representations, warranties and covenants contained in the Purchase Agreements and the Registration Rights Agreement were made only for purposes of the Purchase Agreements and the Registration Rights Agreement and as of specific dates, are solely for the benefit of the parties to such agreements and are subject to certain important limitations. The Company has the right to terminate the Purchase Agreements at any time after the date of the Commencement, at no cost or penalty, upon three |
Stock Warrants
Stock Warrants | 9 Months Ended |
Sep. 30, 2022 | |
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 thirty 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 September 30, 2022, 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 condensed consolidated balance sheets. See Note 4 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 September 30, 2022 (As converted) Number of Warrants December 31, 2021 (As converted) Exercise Expiry Date August 2010 - June 2011 Common stock (previously Series B redeemable convertible preferred stock) 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 18.78 March 2023 August 2012 Common stock (previously Series D redeemable convertible preferred stock) 45,388 45,388 21.60 March 2023 December 2013 Common stock (previously Series E redeemable convertible preferred stock) 63,296 63,296 25.91 March 2023 April 2015 - April 2016 Common stock (previously Series F redeemable convertible preferred stock) 38,749 45,207 38.71 Through December 2022 April 2016 - November 2018 Common stock (previously Series H redeemable convertible preferred stock) 1,135,391 1,135,391 18.93 Through November 2028 March 2017 Common stock (previously Series H redeemable convertible preferred stock) 1,849,431 1,849,431 12.91 March 2027 March 2014 Common stock 2,324 2,324 9.47 August 2023 August 2015 Common stock 12,916 12,916 11.62 December 2022 December 2018 Common stock 24,910 24,910 9.04 December 2028 August 2020 Common stock (Private Warrants) 366,666 366,666 11.50 Through March 2026 August 2020 Common stock (Public Warrants) 16,666,637 16,666,637 11.50 Through March 2026 December 2021 Common stock (in connection with the WorxWell acquisition) 1,000,000 1,000,000 $ 10.00 December 2031 Total stock warrants 21,305,462 21,311,920 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022, the Company had 22,834,641 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 (the “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 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. The Officer RSUs were 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. On August 5, 2022, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved an amendment (the “Amendment”) to the Officer RSUs under the 2021 Plan, which provided that, effective as of September 8, 2022, the market-based vesting conditions applicable to the Officer RSUs were no longer applicable, and the awards will continue to vest subject only to the time-based vesting conditions, subject to the executive’s continued employment with the Company through each applicable vesting date. Any Officer RSUs that are not time-vested as of the date of the executive’s termination of employment with the Company shall be forfeited and returned to the 2021 Plan. Except as expressly amended by the Amendment, all the terms and conditions of the Officer RSUs remained in full force and effect. The Company accounted for the Amendment as a modification of the original awards. The Company calculated the incremental compensation cost of $22.5 million as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modification. For awards that were vested as of the modification date, the Company recognized $7.9 million of the incremental compensation cost immediately. For awards that were unvested as of the modification date, the sum of the remaining $14.6 million of the incremental compensation cost and the remaining unrecognized compensation cost of $21.2 million for the original awards on the modification date will be recognized over the remaining requisite service period of 2.4 years as of the modification date. 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 Balance as of December 31, 2021 27,582 $ 9.43 7.0 $ — Granted — — Exercised — — Canceled/forfeited (3,429) 9.34 Outstanding as of September 30, 2022 24,153 $ 9.45 6.3 $ — Options vested and expected to vest as of September 30, 2022 24,116 $ 9.45 6.3 $ — Exercisable as of September 30, 2022 21,007 $ 9.42 6.1 $ — _______________________ 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 September 30, 2022 and December 31, 2021 was $1.34 and $3.91 per share, respectively, which is the closing sale price of View's common shares on that day as reported by the Nasdaq Global Market. No options have been issued or exercised under this plan in the nine months ended September 30, 2022. The weighted-average grant date fair value per share of stock options granted was $4.38 for the nine months ended September 30, 2021. The total grant date fair value of stock options vested was $22.3 million and $18.9 million during the nine months ended September 30, 2022 and 2021, respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2021 was $0.4 million. As of September 30, 2022, total unrecognized compensation cost related to unvested stock options, net of estimated forfeitures, was $12.1 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 September 30, 2022, total outstanding stock options under the CEO Incentive Plan was 25,000,000 shares which were issued during the three months ended March 31, 2021 with a grant date exercise price per share of $10.00 and remaining contractual term of 8.4 years. As of September 30, 2022, the CEO Option Award had no intrinsic value. The weighted-average grant date fair value per share of stock options granted under the CEO Incentive Plan was $3.54 for the nine months ended September 30, 2021. As of September 30, 2022, total unrecognized compensation cost related to options under the CEO Incentive plan, net of estimated forfeitures, was $59.1 million and is expected to be recognized over a weighted-average remaining service period of 3.8 years. The following table summarizes the activities for the outstanding RSUs under the Company’s 2021 Plan (in thousands, except per share data) during the nine months ended September 30, 2022: Number of Weighted Average Grant Date Fair Value 1 Outstanding as of December 31, 2021 11,643 $ 6.14 Granted — — Vested (4,082) 8.21 Canceled (811) 6.28 Outstanding as of September 30, 2022 6,750 $ 8.21 _______________________ 1 The weighted average grant date fair value of the Officer RSUs that vested during the period and the Officer RSUs outstanding at September 30, 2022 is calculated as the sum of the grant date fair value per share of the original awards plus the incremental cost per share as of the date of the modification. The grant date fair value of the original Officer RSUs was $6.12 per share. The incremental cost of the Officer RSUs as of the date of modification, August 5, 2022, was $2.09 per share. The total grant date fair value of RSUs vested was $33.5 million and $0.5 million during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, total unrecognized compensation cost related to RSUs, net of estimated forfeitures, was $33.6 million and is expected to be recognized over a weighted-average remaining service period of 2.4 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 No options have been issued under this plan in the nine months ended September 30, 2022. The estimated grant date fair values of the Company’s time vested stock options granted to employees and non-employees under the plan in the nine months ended September 30, 2021 were calculated using the Black-Scholes option-pricing models based on the following assumptions: Nine Months Ended September 30, 2021 Expected volatility 53.0% Expected terms (in years) 6.0 Expected dividends 0% Risk-free rate 1.07% 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 (Prior to Modification on August 5, 2022) 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 As noted above, the Officer RSUs were modified on August 5, 2022 to remove the market-based vesting condition; and therefore, the valuation assumptions above for the Officer RSUs only apply to the original awards. Refer above for further discussion of the impact of the modification. Stock-based Compensation Expense The Company’s stock-based compensation included in its condensed consolidated statements of comprehensive loss was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 418 $ 1,286 $ 1,126 $ 3,461 Research and development 2,032 2,670 3,587 6,213 Selling, general, and administrative 20,776 18,514 54,122 45,533 Total $ 23,226 $ 22,470 $ 58,835 $ 55,207 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to ordinary income or loss for the interim reporting period. When applicable, the year-to-date tax provision reflects adjustments from discrete tax items. For the three and nine months ended September 30, 2022 and 2021, the Company’s income tax expense was immaterial. As the Company’s U.S. operations are projecting to be in a taxable loss in the year and based on all available objectively verifiable evidence during the three and nine months ended September 30, 2022, the Company believes it is more likely than not that the tax benefits of the U.S. losses incurred will not be realized. Accordingly, the Company will continue to maintain a full valuation allowance on the U.S. deferred tax assets. The Company’s income tax expense for the three and nine months ended September 30, 2022 is due primarily to income taxes for foreign operations. The Company accounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation, and disclosure in financial statements of any uncertain tax positions that have been taken or are expected to be taken on an income tax return. During the three and nine months ended September 30, 2022, there have been no changes in the estimated uncertain tax benefits. In August 2022, the IRA and CHIPS and Science Act were passed by Congress and signed into law. The IRA introduced new provisions, including a 15 percent corporate alternative minimum tax for certain large corporations that have at least an average of $1.0 billion adjusted financial statement income over a consecutive three-tax-year period. The corporate minimum tax will be effective for fiscal 2023. The Company is currently evaluating the applicability and the effect of the new law to its financial results. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
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): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss $ (82,065) $ (94,152) $ (247,323) $ (263,907) Weighted-average shares outstanding, basic and diluted 214,775,043 212,154,820 214,422,143 160,497,517 Net loss per share, basic and diluted $ (0.38) $ (0.44) $ (1.15) $ (1.64) 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 three and nine months ended September 30, 2022, common stock equivalents consisted of stock options, restricted stock units and warrants. For the three and nine months ended September 30, 2021, common stock equivalents consisted of stock options, restricted stock units and 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: September 30, 2022 2021 Stock options to purchase common stock 24,153,378 29,159,417 Unvested restricted stock units 6,750,000 182,951 Warrants to purchase common stock 21,305,462 20,311,920 Total 52,208,840 49,654,288 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 September 30, 2022. The common stock equivalents subject to the CEO Option Award 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 September 30, 2022 and 2021, the thresholds for the CEO Option Award have not been achieved, and 25,000,000 stock options for the CEO Option Award are outstanding. Prior to the Amendment described further in Note 1 1 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
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, other than the events disclosed below, no additional material subsequent events exist. Private Placement of 6.00% / 9.00% Convertible Senior PIK Toggle Notes due 2027 Investment Agreement On October 25, 2022, the Company entered into an Investment Agreement (the “Investment Agreement”) with the Purchasers (as defined in the Investment Agreement) relating to the sale by the Company to the Purchasers of $200.0 million aggregate principal amount of Convertible Senior PIK Toggle Notes due 2027 (the “Notes”). On October 26, 2022, the Company completed the sale to the Purchasers of the Notes pursuant to the Investment Agreement resulting in net proceeds of approximately $194 million, after deducting fees and estimated offering expenses. The Notes are senior, unsecured obligations of the Company, bearing interest at a rate of 6.00% per annum, to the extent paid in cash (“Cash Interest”), and 9.00% per annum, to the extent paid in kind through an increase in the principal amount of the Notes (“PIK Interest”). The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof. Any PIK Interest will be paid by issuing notes (“PIK Notes”) in the form of physical notes. Such PIK Notes will bear interest from and after the date of such PIK Interest payment. Interest on the Notes is payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2023. It is expected that the Notes will mature on October 1, 2027, unless redeemed, repurchased or converted in accordance with their terms prior to such date. Subject to certain limitations, the Investment Agreement provides the Purchasers with certain registration rights for the shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), issuable upon conversion of the Notes and exercise of the Warrants (as defined below). The Notes are convertible at an initial conversion rate equal to 747.6636, subject to certain adjustments as provided in the Indenture. All conversions will be subject to an increased conversion rate in accordance with the Indenture, based on the Conversion Date (as defined in the Indenture). The Company may not redeem the Notes prior to October 1, 2025. The Company may redeem the Notes in whole or in part, at its option, on or after October 1, 2025, and prior to the 41st scheduled trading day immediately preceding the maturity date, for cash at the applicable redemption price if the last reported sale price of the Common Stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the applicable redemption notice. In the event of a fundamental change, holders of the Notes will have the right to require the Company to repurchase all or a portion of their Notes at a price equal to 100% of the capitalized principal amount of Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. The Purchasers include affiliates of RXR, a party with which the Company has an existing commercial relationship and with which it has engaged in prior corporate transactions. The Chairman and CEO of RXR joined the Company’s Board of Directors in November 2022. As such, RXR has been identified as a related party. The Company has evaluated the relationship with RXR and determined that all previous transactions with the Purchasers were entered into in the ordinary course of business. All future transactions will be reviewed and approved as a related party transaction in accordance with the related party transaction approval process implemented by the Company. The Company analyzed the terms of all previous transactions with RXR and concluded that the terms represented transactions conducted at arm’s length. The Company recognized revenue from RXR of $1.4 million and $0.6 million during the three months ended September 30, 2022 and 2021, respectively, and $4.9 million and $0.6 million during the nine months ended September 30, 2022 and 2021, respectively. In addition, the Company had no accounts receivables due from RXR and no accounts payable due to RXR as of September 30, 2022 and December 31, 2021. Strategic Agreement & Warrant Agreements |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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. |
Basis of Presentation | Basis of Presentation The condensed 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 interim financial reporting and are unaudited. The Company’s condensed 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. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021, included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC on June 15, 2022 (the “2021 Annual Report on Form 10-K”). The information as of December 31, 2021 included in the condensed consolidated balance sheets was derived from those audited consolidated financial statements. For the three and nine months ended September 30, 2022 and 2021, there was no difference between net loss and total comprehensive loss. As a result of the Transactions completed on March 8, 2021, prior period share and per share amounts presented in the accompanying condensed 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. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and included herein reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of September 30, 2022, the results of operations for the three and nine months ended September 30, 2022 and the cash flows for the nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. All amounts are presented in U.S. dollars ($). |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that 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 September 30, 2022, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the nine months ended September 30, 2022, two customers represented greater than 10.0% of total revenue, accounting for 16.2% and 15.5% of total revenue, respectively. For the nine months ended September 30, 2021, two customers represented greater than 10.0% of total revenue, accounting for 16.1% and 11.2% of total revenue, respectively. Four customers accounted for 50.8% of accounts receivable, net as of September 30, 2022, each accounting for 15.4%, 13.4%, 12.0%, and 10.0% of accounts receivable, net, respectively. Four customers accounted for 53.0% of accounts receivable, net as of December 31, 2021, accounting for 15.2%, 13.3%, 12.8% and 11.8% of accounts receivable, net, respectively. 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 nine months ended September 30, 2022, each of four suppliers accounted for 26.7%, 12.9%, 11.2%, and 10.1% of total purchases, respectively. For the nine months ended September 30, 2021, one supplier accounted for 35.0% of total purchases. |
Segment Reporting | Segment Reporting Operating 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. See “Concentration of Credit Risk and Other Risks and Uncertainties” for further information on revenue by customer and Note 3 for further information on revenue by geography and categorized by products and services. |
Recent Accounting Pronouncements Adopted and Recent Accounting Pronouncements, Not Yet Adopted | Recent Accounting Pronouncements, Adopted 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 (“ASU No. 2021-04”). This ASU provides a principles-based framework for issuers to account for a modification or exchange of freestanding equity-classified written call options that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. The Company adopted this standard as of the first quarter of 2022 and the adoption did not have an impact on the condensed consolidated financial statements. Recent Accounting Pronouncements, Not Yet Adopted In August 2020, the FASB issued No. ASU 2020-06, 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 2020-06”) . 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 condensed consolidated financial statements. |
Revenue Recognition | 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. Remaining Performance Obligations 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 September 30, 2022 was $13.7 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 the Company has billed to the customer but are being held for payment by the customer pending satisfactory completion of the project. Current contract assets as of September 30, 2022 and December 31, 2021 were $14.6 million and $11.5 million, respectively, and were included in other current assets. The increase in 2022 primarily relates to contract assets associated with View 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 September 30, 2022 and December 31, 2021 were $0.1 million and $0.7 million, 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 condensed consolidated balance sheets. |
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. 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”). These Sponsor Earn-Out Shares are accounted for as liability classified instruments because the Earn-Out Triggering Events that determine the number of Sponsor Earn-Out Shares to be earned back by the Sponsor include events that are not solely indexed to the common stock of the Company. As of September 30, 2022, the Earn-Out Triggering Events were not achieved for any of the tranches and as such the Company adjusted the carrying amount of the liability to its estimated fair value. Sponsor Earn-out Shares, Private Warrants and redeemable convertible preferred stock warrants are or were subject to remeasurement to fair value at each balance sheet date. See Note 2 |
Product Warranties | The Company provides a standard assurance type warranty that its 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 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, as of September 30, 2022. 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 $6.4 million and $6.1 million as of September 30, 2022 and December 31, 2021, 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 $32.0 million and $36.2 million as of September 30, 2022 and December 31, 2021, 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 condensed consolidated statements of comprehensive loss and included in other current liabilities and other liabilities on the condensed 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. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule Of Reverse Recapitalization | The number of shares of Class A common stock issued immediately following the consummation of the Merger on 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 stockholders of 50,000,000 and CF II Class B stockholders of 12,500,000. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Company's Revenue | The following table summarizes the Company’s revenue by products and services (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Products $ 21,548 $ 17,684 $ 52,461 $ 44,209 Services 2,214 1,200 4,629 1,370 Total $ 23,762 $ 18,884 $ 57,090 $ 45,579 The following table summarizes the Company's revenue by major product offering (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Smart Building Platform $ 11,317 $ 9,876 $ 29,578 $ 15,012 Smart Glass 10,320 8,410 19,809 28,205 Smart Building Technologies 2,125 598 7,703 2,362 Total $ 23,762 $ 18,884 $ 57,090 $ 45,579 The following table summarizes the Company’s revenue by geographic area, which is based on the shipping address of the customers (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: United States $ 21,743 $ 15,682 $ 52,852 $ 37,400 Canada 2,009 2,968 4,170 7,475 Other 10 234 68 704 Total $ 23,762 $ 18,884 $ 57,090 $ 45,579 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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): September 30, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 27,921 $ — $ — $ 27,921 Total cash equivalents 27,921 — — 27,921 Restricted cash: Certificates of deposit — 18,304 — 18,304 Total assets measured at fair value $ 27,921 $ 18,304 $ — $ 46,225 Sponsor earn-out liability $ — $ — $ 1,260 $ 1,260 Private warrants liability — — 27 27 Total liabilities measured at fair value $ — $ — $ 1,287 $ 1,287 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 Sponsor earn-out liability $ — $ — $ 7,624 $ 7,624 Private warrants liability — — 174 174 Total liabilities measured at fair value $ — $ — $ 7,798 $ 7,798 |
Summary of Level 3 Financial Liabilities Measured at Fair Value Using Significant Unobservable Inputs | 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): Sponsor Private Balance as of December 31, 2021 $ 7,624 $ 174 Change in fair value (6,364) (147) Balance as of September 30, 2022 $ 1,260 $ 27 |
Summary of Gain (Loss) in Fair Value | The following table summarizes the (gain) loss on fair value change, net (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Sponsor Earn-out Liability $ (225) $ (12,771) $ (6,364) $ (13,113) Private Warrants (1) (307) (147) (257) Redeemable Convertible Preferred Stock Warrants — — — (5,056) (Gain) loss on fair value change, net $ (226) $ (13,078) $ (6,511) $ (18,426) |
Summary of Assumptions Used in Determination of Fair Value of Derivatives | The estimated fair value of the Sponsor Earn-Out Shares was determined using a Monte Carlo simulation valuation model using the following assumptions: September 30, 2022 December 31, 2021 Stock price $1.34 $3.91 Expected volatility 70.25% 52.50% Risk free rate 4.20% 1.12% Expected term (in years) 3.4 4.2 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: September 30, 2022 December 31, 2021 Stock price $1.34 $3.91 Expected volatility 70.25% 52.50% Risk free rate 4.25% 1.04% Expected term (in years) 2.9 3.7 Expected dividends 0% 0% |
Other Balance Sheet Informati_2
Other Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restrictions on Cash and Cash Equivalents | Cash, cash equivalents, and restricted cash reported within the accompanying condensed consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying condensed consolidated statements of cash flows consisted of the following (in thousands): September 30, 2022 December 31, 2021 Cash $ 23,351 $ 33,581 Cash equivalents 27,921 247,500 Cash and cash equivalents 51,272 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,444 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 69,575 $ 297,543 |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents, and restricted cash reported within the accompanying condensed consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying condensed consolidated statements of cash flows consisted of the following (in thousands): September 30, 2022 December 31, 2021 Cash $ 23,351 $ 33,581 Cash equivalents 27,921 247,500 Cash and cash equivalents 51,272 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,444 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 69,575 $ 297,543 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Current contract assets $ 14,634 $ 11,532 Short-term deposits 11,555 4,554 Prepaid expenses 5,347 5,478 Restricted cash 1,859 — Other current assets 1,134 15 Total prepaid expenses and other current assets $ 34,529 $ 21,579 |
Product Warranties (Tables)
Product Warranties (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Liability | Changes in warranty liabilities are presented below (in thousands): September 30, 2022 December 31, 2021 Beginning balance $ 42,256 $ 47,678 Accruals for warranties issued 1,290 1,551 Changes to estimates of volume and costs (116) 1,234 Settlements made (5,055) (8,207) Ending balance $ 38,375 $ 42,256 Warranty liability, current, beginning balance $ 8,868 $ 8,864 Warranty liability, noncurrent, beginning balance $ 33,388 $ 38,814 Warranty liability, current, ending balance $ 8,883 $ 8,868 Warranty liability, noncurrent, ending balance $ 29,492 $ 33,388 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation Settlement Liability | The balances of the litigation settlement liability are recorded in accrued expenses and other current liabilities and other liabilities, respectively, on the Company’s condensed consolidated balance sheets as follows (in thousands): September 30, December 31, 2021 Litigation settlement liability - current $ 3,000 $ — Litigation settlement liability - non-current 5,550 7,834 Total litigation settlement liability $ 8,550 $ 7,834 The balances of the environmental settlement liability are recorded in accrued expenses and other current liabilities and other liabilities, respectively, on the Company’s condensed consolidated balance sheets as follows (in thousands): September 30, December 31, 2021 Environmental settlement liability - current $ 2,950 $ 2,950 Environmental settlement liability - non-current 2,000 2,000 Total environmental settlement liability $ 4,950 $ 4,950 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt outstanding consisted of the following (in thousands): Interest Rate September 30, December 31, 2021 Term loan, due June 30, 2032 0% $ 14,695 $ 15,430 Total debt 14,695 15,430 Debt, current 1,470 1,470 Debt, non-current $ 13,225 $ 13,960 |
Schedule of Estimated Principal Payments on all Debt Outstanding | Principal payments on all debt outstanding as of September 30, 2022 are estimated as follows (in thousands): Year Ending December 31, Total 2022 (remaining three months) $ 735 2023 1,470 2024 1,470 2025 1,470 2026 1,470 Thereafter 8,080 Total $ 14,695 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 (As converted) Number of Warrants December 31, 2021 (As converted) Exercise Expiry Date August 2010 - June 2011 Common stock (previously Series B redeemable convertible preferred stock) 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 18.78 March 2023 August 2012 Common stock (previously Series D redeemable convertible preferred stock) 45,388 45,388 21.60 March 2023 December 2013 Common stock (previously Series E redeemable convertible preferred stock) 63,296 63,296 25.91 March 2023 April 2015 - April 2016 Common stock (previously Series F redeemable convertible preferred stock) 38,749 45,207 38.71 Through December 2022 April 2016 - November 2018 Common stock (previously Series H redeemable convertible preferred stock) 1,135,391 1,135,391 18.93 Through November 2028 March 2017 Common stock (previously Series H redeemable convertible preferred stock) 1,849,431 1,849,431 12.91 March 2027 March 2014 Common stock 2,324 2,324 9.47 August 2023 August 2015 Common stock 12,916 12,916 11.62 December 2022 December 2018 Common stock 24,910 24,910 9.04 December 2028 August 2020 Common stock (Private Warrants) 366,666 366,666 11.50 Through March 2026 August 2020 Common stock (Public Warrants) 16,666,637 16,666,637 11.50 Through March 2026 December 2021 Common stock (in connection with the WorxWell acquisition) 1,000,000 1,000,000 $ 10.00 December 2031 Total stock warrants 21,305,462 21,311,920 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 Balance as of December 31, 2021 27,582 $ 9.43 7.0 $ — Granted — — Exercised — — Canceled/forfeited (3,429) 9.34 Outstanding as of September 30, 2022 24,153 $ 9.45 6.3 $ — Options vested and expected to vest as of September 30, 2022 24,116 $ 9.45 6.3 $ — Exercisable as of September 30, 2022 21,007 $ 9.42 6.1 $ — _______________________ |
Summary of Outstanding Restricted Stock Units | The following table summarizes the activities for the outstanding RSUs under the Company’s 2021 Plan (in thousands, except per share data) during the nine months ended September 30, 2022: Number of Weighted Average Grant Date Fair Value 1 Outstanding as of December 31, 2021 11,643 $ 6.14 Granted — — Vested (4,082) 8.21 Canceled (811) 6.28 Outstanding as of September 30, 2022 6,750 $ 8.21 _______________________ 1 The weighted average grant date fair value of the Officer RSUs that vested during the period and the Officer RSUs outstanding at September 30, 2022 is calculated as the sum of the grant date fair value per share of the original awards plus the incremental cost per share as of the date of the modification. The grant date fair value of the original Officer RSUs was $6.12 per share. The incremental cost of the Officer RSUs as of the date of modification, August 5, 2022, was $2.09 per share. |
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 under the plan in the nine months ended September 30, 2021 were calculated using the Black-Scholes option-pricing models based on the following assumptions: Nine Months Ended September 30, 2021 Expected volatility 53.0% Expected terms (in years) 6.0 Expected dividends 0% Risk-free rate 1.07% CEO Option Officer RSUs (Prior to Modification on August 5, 2022) 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 condensed consolidated statements of comprehensive loss was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 418 $ 1,286 $ 1,126 $ 3,461 Research and development 2,032 2,670 3,587 6,213 Selling, general, and administrative 20,776 18,514 54,122 45,533 Total $ 23,226 $ 22,470 $ 58,835 $ 55,207 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss $ (82,065) $ (94,152) $ (247,323) $ (263,907) Weighted-average shares outstanding, basic and diluted 214,775,043 212,154,820 214,422,143 160,497,517 Net loss per share, basic and diluted $ (0.38) $ (0.44) $ (1.15) $ (1.64) |
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: September 30, 2022 2021 Stock options to purchase common stock 24,153,378 29,159,417 Unvested restricted stock units 6,750,000 182,951 Warrants to purchase common stock 21,305,462 20,311,920 Total 52,208,840 49,654,288 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies - Organization (Details) $ in Thousands | 9 Months Ended | ||
Mar. 08, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Product Information [Line Items] | |||
Charges associated with the mergers | $ 43,900 | ||
Repayments of other debt obligations | $ 735 | $ 0 | |
Common Class A | |||
Product Information [Line Items] | |||
Share exchange ratio | 0.02325 | ||
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_4
Organization and Summary of Significant Accounting Policies - Liquidity and Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||
Oct. 26, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||||||||||
Total stockholders’ deficit | $ (287,774,000) | $ (349,689,000) | $ (414,434,000) | $ (532,845,000) | $ (604,527,000) | $ (677,942,000) | $ (287,774,000) | $ (532,845,000) | $ (479,338,000) | $ 1,824,564,000 | ||
Net loss | 82,065,000 | 82,886,000 | 82,372,000 | 94,152,000 | 95,720,000 | 74,035,000 | 247,323,000 | 263,907,000 | ||||
Negative cash flows from operations | 204,201,000 | 188,744,000 | ||||||||||
Cash and cash equivalents | 51,272,000 | 200,500,000 | 51,272,000 | 281,081,000 | ||||||||
Decrease of net cash outflow | 29,300,000 | |||||||||||
Net (decrease) increase in cash, cash equivalents, and restricted cash | 60,000,000 | 89,300,000 | (227,968,000) | 306,857,000 | ||||||||
Subsequent Event | ||||||||||||
Product Information [Line Items] | ||||||||||||
Cash and cash equivalents | $ 228,000,000 | |||||||||||
Subsequent Event | Unsecured Convertible Senior PIK Toggle Notes | Convertible Debt | Director | ||||||||||||
Product Information [Line Items] | ||||||||||||
Debt instrument face amount | $ 200,000,000 | |||||||||||
Proceeds from issuance of debt | $ 194,000,000 | |||||||||||
Accumulated Deficit | ||||||||||||
Product Information [Line Items] | ||||||||||||
Total stockholders’ deficit | 2,504,654,000 | 2,422,589,000 | 2,339,703,000 | 2,178,260,000 | 2,084,108,000 | 1,988,388,000 | $ 2,504,654,000 | $ 2,178,260,000 | $ 2,257,331,000 | $ 1,914,353,000 | ||
Net loss | $ 82,065,000 | $ 82,886,000 | $ 82,372,000 | $ 94,152,000 | $ 95,720,000 | $ 74,035,000 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Concentration Risk (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue Benchmark | Supplier Concentration Risk | Supplier One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 35% | ||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Supplier One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 26.70% | ||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Supplier Two | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.90% | ||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Supplier Three | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.20% | ||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Supplier Four | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.10% | ||
Four Customers | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 50.80% | 53% | |
Customer One | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.20% | 16.10% | |
Customer One | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.40% | 15.20% | |
Customer Two | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.50% | 11.20% | |
Customer Two | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13.40% | 13.30% | |
Customer Three | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12% | 12.80% | |
Customer Four | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | 11.80% |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Segment Reporting (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Number of operating segments | 1 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Mar. 08, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | |||
Proceeds from reverse recapitalization | $ 815,200 | $ 0 | $ 815,184 |
Recapitalization exchange, price per share (in dollars per share) | $ 10 | ||
Charges associated with the mergers | $ 43,900 | ||
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 | ||
Sale of stock issue 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 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 07, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||||
Common stock, share outstanding (in shares) | 217,076,712 | 221,390,799 | 219,195,971 | 76,565,107 | ||||
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 | 0 | 0 | 5,222,852,052 | 121,431,000 | |||
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 23,762 | $ 18,884 | $ 57,090 | $ 45,579 |
Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 21,548 | 17,684 | 52,461 | 44,209 |
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,214 | 1,200 | 4,629 | 1,370 |
Smart Building Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,317 | 9,876 | 29,578 | 15,012 |
Smart Glass | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,320 | 8,410 | 19,809 | 28,205 |
Smart Building Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2,125 | $ 598 | $ 7,703 | $ 2,362 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Contract loss accrual | $ 1,500 | $ 10,300 | $ 4,000 | $ 24,500 | |
Contract loss accrual recognized | 4,200 | 4,600 | 12,300 | 7,500 | |
Catch-up adjustment to revenue | 600 | $ 100 | 1,400 | $ 0 | |
Contract losses for work not completed | 10,900 | 10,900 | $ 20,700 | ||
Current contract assets | 14,634 | 14,634 | 11,532 | ||
Noncurrent contract assets | 100 | 100 | $ 700 | ||
Contract with customer liability revenue recognized | 1,300 | 5,500 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Transaction price allocated to remaining performance obligation | $ 13,700 | $ 13,700 | |||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue recognize period | 12 months | 12 months | |||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue recognize period | 24 months | 24 months |
Revenue - Summary of Company'_2
Revenue - Summary of Company's Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 23,762 | $ 18,884 | $ 57,090 | $ 45,579 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 21,743 | 15,682 | 52,852 | 37,400 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,009 | 2,968 | 4,170 | 7,475 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 10 | $ 234 | $ 68 | $ 704 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) | Mar. 08, 2021 $ / shares shares | Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earn out shares subject to vesting and potential forfeiture | shares | 4,970,000 | 4,970,000 | |
Earnout shares period of vesting | 5 years | ||
Share price (in dollars per share) | $ 1.34 | $ 3.91 | |
Earnout Triggering Event One | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Percentage of the earnout shares releasable | 50% | ||
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 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Percentage of the earnout shares releasable | 25% | ||
Share price (in dollars per share) | $ 15 | ||
Number of trading days | 5 days | ||
Number of consecutive trading days | 10 days | ||
Earnout Triggering Event Three | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Percentage of the earnout shares releasable | 25% | ||
Share price (in dollars per share) | $ 20 | ||
Number of trading days | 5 days | ||
Number of consecutive trading days | 10 days | ||
Expected dividends | Sponsor Earn-out Liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 |
Fair Value - Summary of Fair Va
Fair Value - Summary of Fair Value Measurements (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Cash equivalents: | ||
Cash equivalents | $ 27,921 | $ 247,500 |
Restricted cash: | ||
Certificates of deposit | 18,304 | 16,462 |
Total assets measured at fair value | 46,225 | 263,962 |
Sponsor earn-out liability | 1,260 | 7,624 |
Private warrants liability | 27 | 174 |
Total liabilities measured at fair value | 1,287 | 7,798 |
Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 27,921 | 247,500 |
Level 1 | ||
Cash equivalents: | ||
Cash equivalents | 27,921 | 247,500 |
Restricted cash: | ||
Certificates of deposit | 0 | 0 |
Total assets measured at fair value | 27,921 | 247,500 |
Sponsor earn-out liability | 0 | 0 |
Private warrants liability | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 1 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 27,921 | 247,500 |
Level 2 | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Restricted cash: | ||
Certificates of deposit | 18,304 | 16,462 |
Total assets measured at fair value | 18,304 | 16,462 |
Sponsor earn-out liability | 0 | 0 |
Private warrants liability | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 2 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Level 3 | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Restricted cash: | ||
Certificates of deposit | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Sponsor earn-out liability | 1,260 | 7,624 |
Private warrants liability | 27 | 174 |
Total liabilities measured at fair value | 1,287 | 7,798 |
Level 3 | Money market funds | ||
Cash equivalents: | ||
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) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Sponsor Earn-out Liability | |
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | |
Beginning balance | $ 7,624 |
Change in fair value | (6,364) |
Ending balance | 1,260 |
Private Warrants | |
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | |
Beginning balance | 174 |
Change in fair value | (147) |
Ending balance | $ 27 |
Fair Value - Changes In Fair Va
Fair Value - Changes In Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||||
Gain on fair value change, net | $ (226) | $ (13,078) | $ (6,511) | $ (18,426) |
Sponsor Earn-out Liability | ||||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||||
Gain on fair value change, net | (225) | (12,771) | (6,364) | (13,113) |
Private Warrants | Warrants to purchase common stock | ||||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||||
Gain on fair value change, net | (1) | (307) | (147) | (257) |
Redeemable Convertible Preferred Stock Warrants | Warrants to purchase common stock | ||||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||||
Gain on fair value change, net | $ 0 | $ 0 | $ 0 | $ (5,056) |
Fair Value - Summary of Assumpt
Fair Value - Summary of Assumptions Used in Determination of Fair Value of Derivatives (Detail) | Sep. 30, 2022 | Dec. 31, 2021 |
Sponsor Earn-out Liability | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.34 | 3.91 |
Sponsor Earn-out Liability | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.7025 | 0.5250 |
Sponsor Earn-out Liability | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0420 | 0.0112 |
Sponsor Earn-out Liability | Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 3.4 | 4.2 |
Sponsor Earn-out Liability | Expected dividends | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Private Warrants | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.34 | 3.91 |
Private Warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.7025 | 0.5250 |
Private Warrants | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0425 | 0.0104 |
Private Warrants | Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 2.9 | 3.7 |
Private Warrants | Expected dividends | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Other Balance Sheet Informati_3
Other Balance Sheet Information - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash | $ 23,351 | $ 33,581 | |||
Cash equivalents | 27,921 | 247,500 | |||
Cash and cash equivalents | 51,272 | $ 200,500 | 281,081 | ||
Restricted cash included in prepaid expenses and other current assets | 1,859 | 0 | |||
Restricted cash | 16,444 | 16,462 | |||
Total cash, cash equivalents, and restricted cash presented in the statements of cash flows | $ 69,575 | $ 297,543 | $ 381,550 | $ 74,693 |
Other Balance Sheet Informati_4
Other Balance Sheet Information - Additional Information (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) acquisition | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) acquisition | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Allowance for doubtful accounts | $ 700,000 | $ 700,000 | |
Inventory write-down | 14,200,000 | $ 8,900,000 | |
Asset impairment charges | $ 0 | 0 | |
Number of businesses acquired | acquisition | 0 | 2 | |
Impairment of goodwill and intangible assets | $ 0 | $ 0 |
Other Balance Sheet Informati_5
Other Balance Sheet Information - Schedule of Prepaid Expenses and Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Current contract assets | $ 14,634 | $ 11,532 |
Short-term deposits | 11,555 | 4,554 |
Prepaid expenses | 5,347 | 5,478 |
Restricted cash included in prepaid expenses and other current assets | 1,859 | 0 |
Other current assets | 1,134 | 15 |
Prepaid expenses and other current assets | $ 34,529 | $ 21,579 |
Product Warranties - Additional
Product Warranties - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Warranty Liability [Line Items] | ||||||
Warranty liability | $ 38,375 | $ 38,375 | $ 42,256 | $ 47,678 | ||
Cost of revenue | ||||||
Product Warranty Liability [Line Items] | ||||||
Charge to cost of revenues for adjustments to the warranty liability | 300 | $ 400 | 1,200 | $ 1,200 | ||
Accrued expenses and other current liabilities | ||||||
Product Warranty Liability [Line Items] | ||||||
Warranty liability | 32,000 | $ 32,000 | 36,200 | |||
IGU | ||||||
Product Warranty Liability [Line Items] | ||||||
Standard product warranty term | 10 years | |||||
Warranty liability | $ 6,400 | $ 6,400 | $ 6,100 | |||
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 |
Product Warranties - Schedule o
Product Warranties - Schedule of Product Warranties (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 42,256 | $ 47,678 |
Accruals for warranties issued | 1,290 | 1,551 |
Changes to estimates of volume and costs | (116) | 1,234 |
Settlements made | (5,055) | (8,207) |
Ending balance | 38,375 | 42,256 |
Warranty liability, current, beginning balance | 8,868 | 8,864 |
Warranty liability, current, ending balance | 8,883 | 8,868 |
Warranty liability, noncurrent, beginning balance | 33,388 | 38,814 |
Warranty liability, noncurrent, ending balance | $ 29,492 | $ 33,388 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation Settlement Liability (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2014 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Other Commitments [Line Items] | |||||
Non-cancelable commitment, non-interest bearing period | 31 months | ||||
Non-cancelable commitment to purchase certain license subscriptions, interest rate before maturity | 0% | ||||
Non-cancelable commitment to purchase certain license subscriptions, interest rate after maturity | 3.50% | ||||
Amount drawn against promissory note | $ 5,200,000 | ||||
Litigation settlement, payment made to third party | $ 32,000,000 | ||||
Periodic payment term | 10 years | ||||
Litigation settlement liability - current | 3,000,000 | $ 0 | |||
Litigation settlement liability - non-current | 5,550,000 | 7,834,000 | |||
Total litigation settlement liability | 8,550,000 | 7,834,000 | |||
Environmental settlement liability - current | 2,950,000 | 2,950,000 | |||
Environmental settlement liability - non-current | 2,000,000 | 2,000,000 | |||
Total environmental settlement liability | 4,950,000 | 4,950,000 | |||
Cash and cash equivalents | 51,272,000 | $ 200,500,000 | 281,081,000 | ||
Unfunded Loan Commitment | |||||
Other Commitments [Line Items] | |||||
Non-cancelable commitment to purchase certain license subscriptions | $ 10,000,000 | ||||
Standby Letter of Credit | |||||
Other Commitments [Line Items] | |||||
Total value of letters of credit issued by bank | 17,000,000 | $ 16,500,000 | |||
Amounts drawn under standby letters of credit | 0 | ||||
Northern District of Mississippi Environmental Matter | |||||
Other Commitments [Line Items] | |||||
Litigation settlement, penalties incurred | $ 5,000,000 | ||||
Litigation settlement, repayment period | 3 years |
Commitments and Contingencies_2
Commitments and Contingencies - Northern District of Mississippi Environmental Investigation (Details) - Northern District of Mississippi Environmental Matter - USD ($) | 9 Months Ended | |
Apr. 13, 2022 | Sep. 30, 2022 | |
Long-term Purchase Commitment [Line Items] | ||
Litigation settlement, repayment period | 3 years | |
Agree to probation years | 3 years | |
Litigation settlement, penalties incurred | $ 5,000,000 | |
Environmental Management System Implementation | ||
Long-term Purchase Commitment [Line Items] | ||
Loss contingency, estimate of possible loss | $ 300,000 | |
Wastewater Reduction Plan Implementation | ||
Long-term Purchase Commitment [Line Items] | ||
Loss contingency, estimate of possible loss | 2,000,000 | |
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 | |
Mississippi Commission On Environmental Quality | ||
Long-term Purchase Commitment [Line Items] | ||
Litigation settlement, amount due to third-party | 1,500,000 | |
Desoto County Regional Utility Authority | ||
Long-term Purchase Commitment [Line Items] | ||
Litigation settlement, amount due to third-party | $ 500,000 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 14,695 | |
Total debt | 14,695 | $ 15,430 |
Debt, current | 1,470 | 1,470 |
Debt, non-current | $ 13,225 | 13,960 |
Term loan | ||
Debt Instrument [Line Items] | ||
Interest Rate | 0% | |
Long-term debt | $ 14,695 | $ 15,430 |
Debt - Schedule of Estimated Pr
Debt - Schedule of Estimated Principal Payments on all Debt Outstanding (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 (remaining three months) | $ 735 |
2023 | 1,470 |
2024 | 1,470 |
2025 | 1,470 |
2026 | 1,470 |
Thereafter | 8,080 |
Total | $ 14,695 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Mar. 08, 2021 USD ($) | Oct. 22, 2020 USD ($) day | Dec. 31, 2020 USD ($) draw note | May 31, 2020 USD ($) | Oct. 31, 2019 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jan. 03, 2020 USD ($) | Nov. 22, 2010 USD ($) day | |
Debt Instrument [Line Items] | |||||||||||
Number of days audited financials are to be delivered to lender | day | 210 | ||||||||||
Long-term debt | $ 14,695,000 | $ 14,695,000 | |||||||||
Repayment of long term line of credit | 0 | $ 257,454,000 | |||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ 10,018,000 | |||||||
London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable interest rate | 9.05% | ||||||||||
Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 250,000,000 | ||||||||||
Term loan | Mississippi | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 40,000,000 | ||||||||||
Number of semi-annual installments | day | 24 | ||||||||||
Amended and restated term loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument semi annual payments | $ 700,000 | ||||||||||
Revolving debt facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility maximum borrowing capacity | $ 200,000,000 | ||||||||||
Proceeds from line of credit | $ 100,000,000 | $ 150,000,000 | |||||||||
Repayment of long term line of credit | $ 276,800,000 | ||||||||||
Repayment of interest due on the notes | 26,800,000 | ||||||||||
Loss on extinguishment of debt | $ 10,000,000 | ||||||||||
Amended revolving debt facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 37,500,000 | ||||||||||
Amended revolving debt facility | 13 Weekly Draw | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of draws | draw | 13 | ||||||||||
Proceeds from previous weekly draw | $ 2,900,000 | ||||||||||
Amended revolving debt facility | 4 Weekly Draw | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of notes | note | 4 | ||||||||||
Proceeds from previous weekly draw | $ 9,400,000 | ||||||||||
Minimum | Revolving debt facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity dates | 8 days | ||||||||||
Maximum | Revolving debt facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity dates | 364 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||||
Aug. 08, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 12, 2021 | Mar. 08, 2021 | Mar. 07, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued (in shares) | 221,390,799 | 221,390,799 | 221,390,799 | 219,195,971 | |||||
Common stock, shares outstanding (in shares) | 221,390,799 | 221,390,799 | 221,390,799 | 219,195,971 | 217,076,712 | 76,565,107 | |||
Preferred stock, shares authorized (in shares) | 1,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | ||||||
Shares withheld related to net share settlement of equity awards (in shares) | 1,887,172 | 1,887,172 | |||||||
Shares withheld related to net share settlement of equity awards | $ 3,076,000 | $ 3,100,000 | |||||||
Treasury Stock issued and outstanding (in shares) | 0 | 0 | 0 | ||||||
CF Principal Investments, LLC And YA II PN, Ltd. | Private Placement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Agreement effective period | 36 years | ||||||||
Maximum issuing capacity | $ 100,000,000 | ||||||||
Number of shares purchased | 0 | ||||||||
Purchase price of common stock, percent | 97% | ||||||||
Percentage of ownership after transaction, threshold | 20% | ||||||||
Agreement terms, days after filing | 3 | ||||||||
Agreement termination cost or penalty | $ 0 | ||||||||
Right to terminate agreement, prior written notice required | 3 days | ||||||||
CF Principal Investments, LLC And YA II PN, Ltd. | Private Placement | Forecast | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Value of shares issued | $ 1,300,000 |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Detail) - $ / shares | 9 Months Ended | ||
Dec. 01, 2021 | Sep. 30, 2022 | 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 | ||
Length of trading period used to determine reference value | 30 days | ||
Class of warrant or right exercised (in shares) | 0 | ||
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 | ||
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 Warrant or Right [Line Items] | |||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ 11.50 | ||
Common stock | WorxWell | |||
Class of Warrant or Right [Line Items] | |||
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 21,305,462 | 21,311,920 |
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 |
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 |
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 |
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 |
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) | 38,749 | 45,207 |
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 |
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 |
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 |
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 |
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 |
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 | 366,666 |
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 | 16,666,637 |
Exercise price per warrant (in dollars per share) | $ 11.50 | |
December 2021 | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 1,000,000 | 1,000,000 |
Exercise price per warrant (in dollars per share) | $ 10 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 05, 2022 | Mar. 08, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
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) | 24,153,000 | 24,153,000 | 27,582,000 | ||||
Share-based compensation expense | $ 23,226,000 | $ 22,470,000 | $ 58,835,000 | $ 55,207,000 | |||
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 | 22,300,000 | $ 18,900,000 | |||||
Intrinsic value of options exercised | $ 400,000 | ||||||
Unrecognized compensation cost related to unvested stock options | $ 12,100,000 | $ 12,100,000 | |||||
Compensation cost related to unvested stock options expected to be recognised over a weighted average service period | 1 year 10 months 24 days | ||||||
Options granted (in shares) | 0 | ||||||
Weighted-average exercise price (in dollars per share) | $ 9.45 | $ 9.45 | $ 9.43 | ||||
Weighted-average remaining contractual term | 6 years 3 months 18 days | 7 years | |||||
Aggregate Intrinsic Value | $ 0 | $ 0 | |||||
Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 7,900,000 | ||||||
Restricted Stock Units (RSUs) | Officer | |||||||
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 | ||||||
2018 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based payment arrangement number of options available to purchase (in shares) | 0 | ||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 24,657,302 | ||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||||||
2018 Plan | Minimum | |||||||
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% | ||||||
2018 Plan | Maximum | |||||||
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% | ||||||
2018 Plan | Year One Vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation arrangement by share based payment award vesting period | 1 year | ||||||
2018 Plan | Year One Vesting | Share-based Payment Arrangement, Option | Officer | |||||||
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% | ||||||
2018 Plan | Monthly Vesting | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 1.67% | ||||||
2018 Plan | Monthly Vesting | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 2.08% | ||||||
2021 Plan | Officer | |||||||
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 | ||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 22,834,641 | 22,834,641 | |||||
Unrecognized compensation expense | 14,600,000 | ||||||
2021 Plan | Restricted Stock Units (RSUs) | |||||||
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) | 0 | ||||||
2021 Plan | Restricted Stock Units (RSUs) | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation arrangement by share based payment award vesting period | 4 years | ||||||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 12,500,000 | ||||||
Incremental compensation expense | 22,500,000 | ||||||
2021 Plan | Restricted Stock Units (RSUs) | Share Price Hurdle Achieved One | Officer | |||||||
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% | ||||||
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ 15 | ||||||
2021 Plan | Restricted Stock Units (RSUs) | Share Price Hurdle Achieved Two | Officer | |||||||
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% | ||||||
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ 20 | ||||||
2021 Plan | Share-based Payment Arrangement, Option | Class A common stock, par value, $0.0001 per share | Officer | |||||||
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 | Year One Vesting | Share-based Payment Arrangement, Option | Officer | |||||||
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% | ||||||
Share based compensation arrangement by share based payment award vesting period | 12 months | ||||||
2021 Plan | Monthly Vesting | Restricted Stock Units (RSUs) | Officer | |||||||
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% | ||||||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||||||
2021 Plan | Monthly Vesting | Share-based Payment Arrangement, Option | Officer | |||||||
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% | ||||||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||||||
Equity Incentive Plan 2021, Modified | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ 21,200,000 | ||||||
CEO Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
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 | ||||||
Unrecognized compensation cost related to unvested stock options | $ 59,100,000 | $ 59,100,000 | |||||
Options granted (in shares) | 25,000,000 | ||||||
Weighted-average exercise price (in dollars per share) | $ 10 | $ 10 | |||||
Weighted-average remaining contractual term | 8 years 4 months 24 days | ||||||
Aggregate Intrinsic Value | $ 0 | $ 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 | 3 years 9 months 18 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 | Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grant date fair value of RSUs vested | $ 33,500,000 | $ 500,000 | |||||
Unrecognized compensation cost related to Equity instruments other than options | $ 33,600,000 | $ 33,600,000 | |||||
Compensation cost related to equity instruments other than options expected to be recognised over a weighted average service period | 2 years 4 months 24 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Exercisable under CEO Incentive Plan (Detail) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 0 |
CEO Incentive Plan | Year One Vesting | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ / shares | $ 20 |
CEO Incentive Plan | Monthly Vesting | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (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 |
Average Trading Price per Share of the Combined Entity (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 |
Average Trading Price per Share of the Combined Entity (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 |
Average Trading Price per Share of the Combined Entity (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 |
Average Trading Price per Share of the Combined Entity (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 |
Average Trading Price per Share of the Combined Entity (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 |
Average Trading Price per Share of the Combined Entity (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 |
Average Trading Price per Share of the Combined Entity (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 |
Average Trading Price per Share of the Combined Entity (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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares Subject to Stock Options Outstanding | ||
Beginning balance (in shares) | 27,582 | |
Options granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Canceled/forfeited (in shares) | (3,429) | |
Ending balance (in shares) | 24,153 | 27,582 |
Options vested and expected to vest (in shares) | 24,116 | |
Exercisable (in shares) | 21,007 | |
Weighted- Average Exercise Price | ||
Weighted-Average Exercise Price, Beginning balance (in dollars per share) | $ 9.43 | |
Options granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Canceled/forfeited (in dollars per share) | 9.34 | |
Weighted-Average Exercise Price, Ending balance (in dollars per share) | 9.45 | $ 9.43 |
Weighted-Average Exercise Price, Options vested and expected to vest (in dollars per share) | 9.45 | |
Weighted-Average Exercise Price, (in dollars per share) | $ 9.42 | |
Weighted-Average Remaining Contractual Term, Outstanding | 6 years 3 months 18 days | 7 years |
Weighted-Average Remaining Contractual Term, Options vested and expected to vest | 6 years 3 months 18 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 6 years 1 month 6 days | |
Aggregate Intrinsic Value, Beginning balance | $ 0 | |
Aggregate Intrinsic Value, Ending balance | 0 | $ 0 |
Aggregate Intrinsic Value, Options vested and expected to vest | 0 | |
Aggregate Intrinsic Value | $ 0 | |
Share price (in dollars per share) | $ 1.34 | $ 3.91 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Outstanding Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) - $ / shares | 9 Months Ended | ||||
Mar. 08, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 05, 2022 | Aug. 04, 2022 | |
Officer | |||||
Number of Unvested Shares | |||||
Granted (in shares) | 12,500,000 | ||||
2021 Plan | |||||
Number of Unvested Shares | |||||
Beginning balance (in shares) | 11,643,000 | ||||
Granted (in shares) | 0 | ||||
Vested (in shares) | (4,082,000) | ||||
Canceled (in shares) | (811,000) | ||||
Ending balance (in shares) | 6,750,000 | ||||
Weighted Average Grant Date Fair Value | |||||
Beginning balance (in dollars per share) | $ 6.14 | ||||
Granted (in dollars per share) | 0 | ||||
Vested (in dollars per share) | 8.21 | ||||
Canceled (in dollars per share) | 6.28 | ||||
Ending balance (in dollars per share) | 8.21 | ||||
Grant date fair value of Officer RSUs (in dollars per share) | $ 8.21 | ||||
2021 Plan | Officer | |||||
Number of Unvested Shares | |||||
Granted (in shares) | 12,500,000 | ||||
Weighted Average Grant Date Fair Value | |||||
Grant date fair value of Officer RSUs (in dollars per share) | $ 6.12 | ||||
Incremental cost of RSUs (in dollars per share) | $ 2.09 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (in dollars per share) | $ 1.34 | $ 3.91 | |
Share-based Payment Arrangement, Option | CEO Option Award | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 54% | ||
Expected terms (in years) | 10 years | ||
Expected dividends | 0% | ||
Risk-free rate | 1.59% | ||
Share price (in dollars per share) | $ 9.19 | ||
Discount for lack of marketability | 20% | ||
Share-based Payment Arrangement, Option | Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 53% | ||
Expected terms (in years) | 6 years | ||
Expected dividends | 0% | ||
Risk-free rate | 1.07% | ||
Share price (in dollars per share) | $ 9.19 | ||
Restricted Stock Units (RSUs) | Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 56% | ||
Expected terms (in years) | 4 years | ||
Expected dividends | 0% | ||
Risk-free rate | 0.60% | ||
Share price (in dollars per share) | $ 9.19 | ||
Share-based Payment Arrangement, Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 53% | ||
Expected terms (in years) | 6 years | ||
Expected dividends | 0% | ||
Risk-free rate | 1.07% |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 23,226 | $ 22,470 | $ 58,835 | $ 55,207 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 418 | 1,286 | 1,126 | 3,461 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 2,032 | 2,670 | 3,587 | 6,213 |
Selling, general, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 20,776 | $ 18,514 | $ 54,122 | $ 45,533 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Changes in estimated uncertain tax benefits | $ 0 | $ 0 |
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 | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (82,065) | $ (82,886) | $ (82,372) | $ (94,152) | $ (95,720) | $ (74,035) | $ (247,323) | $ (263,907) |
Weighted-average shares outstanding, basic (in shares) | 214,775,043 | 212,154,820 | 214,422,143 | 160,497,517 | ||||
Weighted-average shares outstanding, diluted (in shares) | 214,775,043 | 212,154,820 | 214,422,143 | 160,497,517 | ||||
Net loss per share, basic (in shares) | $ (0.38) | $ (0.44) | $ (1.15) | $ (1.64) | ||||
Net loss per share, diluted (in shares) | $ (0.38) | $ (0.44) | $ (1.15) | $ (1.64) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 52,208,840 | 49,654,288 |
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) | 24,153,378 | 29,159,417 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,750,000 | 182,951 |
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) | 21,305,462 | 20,311,920 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 08, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common stock equivalents included in the calculation of diluted net loss per share (in shares) | 0 | 0 | 0 | 0 | |
Earn out shares subject to vesting and potential forfeiture | 4,970,000 | 4,970,000 | 4,970,000 | ||
Options granted (in shares) | 0 | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 52,208,840 | 49,654,288 | |||
Restricted Stock Units (RSUs) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,750,000 | 182,951 | |||
Officer | Restricted Stock Units (RSUs) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,750,000 | ||||
Non Qualified Stock Option Awards | CEO Option Award | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Options granted (in shares) | 25,000,000 | ||||
Restricted Stock Units (RSUs) | Officer | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 12,500,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended | 9 Months Ended | ||||||
Oct. 26, 2022 USD ($) day | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Oct. 25, 2022 shares | Dec. 31, 2021 USD ($) $ / shares | Mar. 12, 2021 $ / shares | |
Subsequent Event [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
RXR Realty | Director | ||||||||
Subsequent Event [Line Items] | ||||||||
Revenue recognized from related parties | $ 1,400,000 | $ 600,000 | $ 4,900,000 | $ 600,000 | ||||
Related party, accounts receivable | 0 | 0 | $ 0 | |||||
Related party, accounts payable | $ 0 | $ 0 | $ 0 | |||||
Subsequent Event | Director | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of securities called by warrants (in shares) | shares | 9,511,128 | |||||||
Unsecured Convertible Senior PIK Toggle Notes | Convertible Debt | Subsequent Event | Director | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face amount | $ 200,000,000 | |||||||
Proceeds from issuance of debt | $ 194,000,000 | |||||||
Debt instrument, conversion ratio | 0.7476636 | |||||||
Debt instrument, threshold scheduled trading days | 41 | |||||||
Debt instrument, threshold percentage of stock price trigger | 150% | |||||||
Debt instrument, threshold trading days | day | 20 | |||||||
Debt instrument, threshold consecutive trading days | day | 30 | |||||||
Debt instrument, redemption price percentage | 100% | |||||||
Unsecured Convertible Senior PIK Toggle Notes | Convertible Debt | Subsequent Event | Director | Minimum | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest Rate | 6% | |||||||
Unsecured Convertible Senior PIK Toggle Notes | Convertible Debt | Subsequent Event | Director | Maximum | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest Rate | 9% |