Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 27, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39470 | ||
Entity Registrant Name | VIEW, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-3235065 | ||
Entity Address, Address Line One | 195 South Milpitas Blvd | ||
Entity Address, City or Town | Milpitas, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95035 | ||
City Area Code | 408 | ||
Local Phone Number | 263-9200 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 153.5 | ||
Entity Common Stock, Shares Outstanding | 240,740,922 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001811856 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 $11.50 | ||
Trading Symbol | VIEWW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | San Jose, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 95,858 | $ 281,081 |
Short-term investments | 102,284 | 0 |
Accounts receivable, net of allowances | 42,407 | 30,605 |
Inventories | 17,373 | 10,267 |
Prepaid expenses and other current assets | 38,297 | 21,579 |
Total current assets | 296,219 | 343,532 |
Property and equipment, net | 262,360 | 268,401 |
Restricted cash | 16,448 | 16,462 |
Right-of-use assets | 18,485 | 21,178 |
Other assets | 25,514 | 29,493 |
Total assets | 619,026 | 679,066 |
Current liabilities: | ||
Accounts payable | 21,099 | 24,186 |
Accrued expenses and other current liabilities | 72,410 | 59,456 |
Accrued compensation | 9,799 | 9,508 |
Deferred revenue | 9,199 | 11,460 |
Total current liabilities | 112,507 | 104,610 |
Debt, non-current | 218,837 | 13,960 |
Sponsor earn-out liability | 506 | 7,624 |
Lease liabilities | 19,589 | 22,997 |
Other liabilities | 47,095 | 50,537 |
Total liabilities | 398,534 | 199,728 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value; 600,000,000 shares authorized December 31, 2022 and December 31, 2021, respectively; 221,735,925, and 219,195,971 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 23 | 22 |
Additional paid-in-capital | 2,814,889 | 2,736,647 |
Accumulated deficit | (2,594,420) | (2,257,331) |
Total stockholders' equity | 220,492 | 479,338 |
Total liabilities and stockholders’ equity | 619,026 | 679,066 |
Nonrelated Party | ||
Current liabilities: | ||
Debt, non-current | 109,754 | 13,960 |
Related Party | ||
Current liabilities: | ||
Debt, non-current | $ 109,083 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 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 | ||
Common stock, shares issued (in shares) | 221,735,925 | 219,195,971 | ||
Common stock, share outstanding (in shares) | 221,735,925 | 219,195,971 | 217,076,712 | 76,565,107 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 101,328 | $ 74,007 |
Costs and expenses: | ||
Cost of revenue | 186,216 | 194,714 |
Cost of revenue - related party | 16,941 | 0 |
Research and development | 70,320 | 93,477 |
Selling, general, and administrative | 159,688 | 131,214 |
Impairment of goodwill | 9,097 | 0 |
Total costs and expenses | 442,262 | 419,405 |
Loss from operations | (340,934) | (345,398) |
Interest and other expense (income), net | ||
Interest expense, net | 2,926 | 5,889 |
Other expense, net | 367 | 6,355 |
Gain on fair value change, net | (7,285) | (24,290) |
Loss on extinguishment of debt | 0 | 10,018 |
Interest and other (income) expense, net | (3,992) | (2,028) |
Loss before provision (benefit) of income taxes | (336,942) | (343,370) |
Provision (benefit) for income taxes | 147 | (392) |
Net and comprehensive loss | (337,089) | (342,978) |
Net and comprehensive loss | $ (337,089) | $ (342,978) |
Net loss per share, basic (in dollars per share) | $ (1.56) | $ (1.97) |
Net loss per share, diluted (in dollars per share) | $ (1.56) | $ (1.97) |
Weighted-average shares used in calculation of net loss per share, basic (in shares) | 215,558,271 | 173,692,582 |
Weighted-average shares used in calculation of net loss per share, diluted (in shares) | 215,558,271 | 173,692,582 |
Nonrelated Party | ||
Revenue | $ 87,934 | $ 74,007 |
Related Party | ||
Revenue | $ 13,394 | $ 0 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | As Previously Reported | Retroactive application of reverse recapitalization | Redeemable Convertible Preferred Stock Redeemable convertible preferred stock (on an if-converted basis) | Common Stock | Common Stock As Previously Reported | Common Stock Retroactive application of reverse recapitalization | Additional Paid-In Capital | Additional Paid-In Capital As Previously Reported | Additional Paid-In Capital Retroactive application of reverse recapitalization | Accumulated Deficit | Accumulated Deficit As Previously Reported |
Beginning balance (in shares) at Dec. 31, 2020 | 5,222,852,000 | (5,101,421,000) | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 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 Dec. 31, 2021 | 0 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 121,431,000 | 1,709,000 | 73,483,000 | (71,774,000) | ||||||||
Beginning balance at Dec. 31, 2020 | (1,824,564) | $ (1,824,564) | $ 0 | $ 1,812,678 | $ 0 | $ 7 | $ (7) | $ 89,789 | $ 89,782 | $ 7 | $ (1,914,353) | $ (1,914,353) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon exercise of common stock warrants (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) | 76,000 | |||||||||||
Issuance of common stock upon exercise of stock options | 413 | 413 | ||||||||||
Vesting of restricted stock units (in shares) | 115,000 | |||||||||||
Issuance of common stock in connect with WorxWell acquisition (in shares) | 2,000,000 | |||||||||||
Issuance of common stock in connect with WorxWell acquisition | 5,558 | 5,558 | ||||||||||
Issuance of warrants | 1,593 | 1,593 | ||||||||||
Stock-based compensation | 73,620 | 73,620 | ||||||||||
Net loss | (342,978) | (342,978) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 219,196,000 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 479,338 | $ 22 | 2,736,647 | (2,257,331) | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 0 | |||||||||||
Vesting of restricted stock units (in shares) | 4,757,000 | |||||||||||
Vesting of RSUs | $ 0 | $ 1 | (1) | |||||||||
Shares withheld related to net share settlement (in shares) | (2,217,046) | (2,217,000) | ||||||||||
Shares withheld related to net share settlement | $ (3,482) | (3,482) | ||||||||||
Issuance of warrants | 9,201 | 9,201 | ||||||||||
Stock-based compensation | 72,524 | 72,524 | ||||||||||
Net loss | (337,089) | (337,089) | ||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 221,736,000 | |||||||||||
Ending balance at Dec. 31, 2022 | $ 220,492 | $ 23 | $ 2,814,889 | $ (2,594,420) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (337,089) | $ (342,978) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 23,955 | 41,757 |
Loss on extinguishment of debt | 0 | 10,018 |
Gain on fair value change, net | (7,285) | (24,290) |
Stock-based compensation | 72,783 | 73,620 |
Impairment of goodwill | 9,097 | 0 |
Other | 5,205 | 1,971 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (12,186) | (18,218) |
Inventories | (7,106) | (3,784) |
Prepaid expenses and other current assets | (9,509) | (17,191) |
Other assets | 519 | (2,673) |
Accounts payable | 1,523 | 5,339 |
Deferred revenue | (2,262) | 6,222 |
Accrued compensation | 292 | (1,319) |
Accrued expenses and other liabilities | 2,372 | 10,213 |
Net cash used in operating activities | (259,691) | (261,313) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (15,767) | (26,099) |
Purchase of short-term investments | (140,623) | 0 |
Maturities of short-term investments | 39,000 | 0 |
Disbursement under loan receivable | (6,999) | 0 |
Acquisitions, net of cash acquired | 0 | (4,938) |
Net cash used in investing activities | (124,389) | (31,037) |
Cash flows from financing activities: | ||
Repayment of revolving debt facility | 0 | (257,454) |
Repayment of other debt obligations | (1,470) | 0 |
Payments of obligations under finance leases | (531) | (1,278) |
Proceeds from issuance of common stock upon exercise of stock options and warrants | 0 | 403 |
Proceeds from reverse recapitalization and PIPE financing | 0 | 815,184 |
Payment of transaction costs | 0 | (41,655) |
Taxes paid related to the net share settlement of equity awards | (3,482) | 0 |
Net cash provided by financing activities | 200,702 | 515,200 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (183,378) | 222,850 |
Cash, cash equivalents and restricted cash, beginning of period | 297,543 | 74,693 |
Cash, cash equivalents and restricted cash, end of period | 114,165 | 297,543 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 68 | 19,380 |
Non-cash investing and financing activities: | ||
Payables and accrued liabilities related to purchases of property and equipment | 2,737 | 8,658 |
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 | 7,481 | 726 |
Holdback related to acquisition | 0 | 1,061 |
Change in right-of-use assets or property and equipment exchanged for lease obligations | 0 | 1,094 |
Nonrelated Party | ||
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 100,074 | 0 |
Payment of debt issuance costs | (2,887) | 0 |
Related Party | ||
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 112,234 | 0 |
Payment of debt issuance costs | $ (3,236) | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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. The Company has also devoted significant resources to enable its new View Smart Building Platform, a new offering beginning in 2021. On March 8, 2021 (the “Closing Date” or “Closing”), CF Finance Acquisition Corp. II (“CF II”), a Delaware corporation, consummated the previously announced merger pursuant to an Agreement and Plan of Merger, dated November 30, 2020 (the “Merger Agreement”), by and among CF II, PVMS Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CF II (“Merger Sub”), and View, Inc. (hereinafter referred to as “Legacy View”). Pursuant to the Merger Agreement, a business combination between CF II and Legacy View was effected through the merger of Merger Sub with and into Legacy View, with Legacy View (the “Business Combination”) surviving as the surviving company and as a wholly-owned subsidiary of CF II (the “Merger” and collectively with the other transactions described in the Merger Agreement, the “Transactions”). On the Closing Date, CF II changed its name from CF Finance Acquisition Corp. II to View, Inc. and Legacy View changed its name to View Operating Corporation. On March 8, 2021, the Company completed the Transactions and raised net proceeds of $771.3 million, net of transaction costs of $43.9 million. In conjunction with the Transactions, the Company repaid in full the revolving debt facility of $276.8 million, including accrued interest and future interest through maturity of the notes of $26.8 million. See Note 2 for additional information regarding the reverse recapitalization. Smaller Reporting Company (SRC) Status The Company is a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended. The Company intends to take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as it qualifies as a smaller reporting company. The Company may be a smaller reporting company in any year in which (i) the market value of our voting and non-voting ordinary shares held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter or (ii) (a) our annual revenue is less than $100.0 million during the most recently completed fiscal year and (b) the market value of our voting and non-voting ordinary shares held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter. Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial reporting and reflect the financial position, results of operations and cash flows of the Company. The Company’s consolidated financial statements include the accounts of View, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company's fiscal year ends on December 31. As a result of the Transactions completed on March 8, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted in an amount determined by application of the exchange ratio of 0.02325 (“Exchange Ratio”), which was based on Legacy View’s implied price per share prior to the Merger. All amounts are presented in U.S. dollars ($). Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Since inception, the Company has not achieved profitable operations or positive cash flows from operations. The Company’s accumulated deficit totaled $2,594.4 million as of December 31, 2022. For the years ended December 31, 2022 and 2021, the Company had a net loss of approximately $337.1 million and $343.0 million, respectively, and negative cash flows from operations of approximately $259.7 million and $261.3 million, respectively. Cash and cash equivalents as of December 31, 2022 was $95.9 million and short-term investments as of December 31, 2022 was $102.3 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. As noted in Note 1 0 , the Company raised additional capital of $206.3 million, after deducting fees and offering expenses, during the fourth quarter of 2022 through the issuance of Convertible Senior Pay in Kind (“PIK”) Toggle Notes (“Convertible Notes”). The Company has determined that there is substantial doubt about its ability to continue as a going concern, as the Company does not currently have adequate financial resources to fund its forecasted operating costs and meet its obligations for at least twelve months from the date of these financial statements. In order to reduce the cash used in operating activities, the Company implemented certain cost savings initiatives in the second half of 2022, as well as a restructuring plan in March 2023 as further discussed in Note 17 . While these plans are anticipated to reduce cash outflow when compared to prior periods, the Company’s continued existence is dependent upon its ability to obtain additional financing, as well as to attain and maintain profitable operations by entering into profitable sales contracts and generating sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require a significant amount of capital investments to execute its long-term business plans. While the Company recently raised additional financing during 2022, 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 11 , dilution to stockholders will occur and may be substantial. 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 raising additional capital and 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 further 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 Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and the accompanying notes. Significant estimates include the warranty accrual, the fair value of common stock prior to reverse recapitalization and other assumptions used to measure stock-based compensation, the fair value of the redeemable convertible preferred stock, warrants, sponsor earn-out liability, and the estimation of costs to complete the performance obligations under contracts for revenue recognition. Other estimates include the fair value of acquired intangible assets and their respective useful lives, the determination of standalone selling price of various performance obligations, the valuation of deferred tax assets and uncertain income tax positions, and the recoverability of long-lived assets. The Company bases its estimates on historical experience, the current economic environment, and on assumptions that it believes are reasonable under the circumstances. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. The Company adjusts such estimates and assumptions when facts and circumstances dictate which may require significant judgment. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ significantly from these estimates. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable. Cash and cash equivalents are held by domestic financial institutions with high credit standings. Such deposits may, at times, exceed federally insured limits. As of December 31, 2022, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the year ended December 31, 2022, three customers represented greater than 10.0% of total revenue, accounting for 13.2%, 12.9%, and 11.0% of total revenue, respectively. For the year ended December 31, 2021, two customers represented greater than 10.0% of total revenue, accounting for 12.2% and 11.8% of total revenue, respectively. Two customers accounted for 27.3% of accounts receivable, net as of December 31, 2022, including 17.3% and 10.0%, respectively. Four customers accounted for 53.0% of accounts receivable, net as of December 31, 2021, including 15.2%, 13.3%, 12.8% and 11.8%, 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 year ended December 31, 2022, each of three suppliers accounted for 30.7%, 12.9% and 11.1% of total purchases, respectively. For the year ended December 31, 2021, one supplier accounted for 34.0% of total purchases. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities from the date of purchase of three months or less to be cash equivalents. Cash equivalents are invested in demand deposits, U.S. Treasury bills, or money market mutual funds. Demand deposits and U.S Treasury bills are carried at cost, which approximates fair value, and money market funds are reported at fair value based upon quoted market prices. Restricted Cash The Company is required by its bank to collateralize letters of credit issued to the Company’s lessors, suppliers, customers, utility providers, and for the Company’s purchasing card program. All amounts in restricted cash as of December 31, 2022 and 2021 represent funds held in certificates of deposit and are stated at cost, which approximates fair value. Restricted cash is classified as current or non-current on the consolidated balance sheets based on the remaining term of the restriction. Short Term Investments The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. The Company's portfolio of marketable debt securities is primarily comprised of Commercial Paper, Corporate Notes or Bonds, U.S. Treasury bills, and U.S. government securities, which are classified as available-for-sale. The Company reevaluates such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value. Unrealized gains or losses are reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. Realized gains and losses earned upon the sale or maturity of available-for-sale securities are derived using the specific-identification method, and amortization of premiums and accretion of discounts are reported in other expense, net in the consolidated statements of comprehensive loss. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized through an allowance for credit losses with changes in the allowance for credit losses recorded in other expense, net in the consolidated statements of operations. No such adjustments were necessary during the periods presented. Fair Value Measurement of Financial Assets and Liabilities Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. U.S. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions. Cash equivalents relating to demand deposits and U.S. Treasury bills, accounts receivable, and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments. Short-term and long-term debt associated with the term loan is carried at amortized cost, which approximates its fair value. The Convertible Notes are carried at amortized cost and their fair value is determined using Level 3 inputs, as discussed further in Note 10 . Accounts Receivable, Net of Allowances Accounts receivable consists of current trade receivables due from customers recorded at invoiced amount, net of allowances for credit losses. Judgment is required in assessing the realization of these receivables, including the current creditworthiness of each customer and related aging of the past-due balances. The Company records accounts receivable at the invoiced amount. The Company maintains an allowance for credit losses to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, the customer’s current financial condition, and considers macroeconomic factors to estimate expected future credit losses. Contract Assets and Liabilities Billing practices for certain contracts with customers are governed by the contract terms of each project based on (i) progress toward completion approved by the owner, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method. The Company records contract assets and contract liabilities to account for these differences in timing. Certain contracts under which we perform work contain retainage provisions. Retainage refers to amounts that we have billed to the customer, but such amounts are being held for payment by the customer pending satisfactory completion of the project. Retainage on active contracts is classified as a current asset regardless of the term of the contract and is generally collected within one year of the completion of a contract. Other contract assets arise when the Company recognizes revenues for performance under its contracts, but the Company is not yet entitled to bill the customer under the terms of the contract. Once amounts are billed to customers, the asset is classified within accounts receivable, net of allowances. Contract liabilities represent the Company’s obligation to provide goods or services to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Contract liabilities are presented as deferred revenue on the consolidated balance sheets. Inventories Inventories consist of finished goods which are stated at the lower of cost or net realizable value. Costs are measured on a first-in, first out basis using standard cost, which approximates actual cost. Net realizable value is the estimated selling price of the Company’s products in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Inventories are written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value, or are in excess of expected demand. Once inventory is written down, its new value is maintained until it is sold, scrapped, or written down for further valuation losses. The valuation of inventories requires the Company to make judgments based on currently available information about the likely method of disposition and current and future product demand relative to the remaining product life. Inventory valuation losses are classified as cost of revenue in the consolidated statements of comprehensive loss. The Company recorded inventory impairments of $12.9 million and $10.4 million as of December 31, 2022 and 2021. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally two Internal Use Software Certain development costs associated with internal use software incurred during the application development stage are capitalized. Costs associated with preliminary project phase activities, training, maintenance and any post-implementation costs are expensed as incurred. Capitalized internal use software costs are normally amortized over an estimated useful life of 5 years once the related project has been completed and deployed for use. Such capitalized internal use software has not been material in any of the periods presented through December 31, 2022. Capitalized Software Development Costs The capitalization of software development cost for products to be marketed begins when a product’s technological feasibility has been established. Technological feasibility is established when a working model has been completed and the completeness of the working model has been confirmed by testing. Capitalization ends when the resulting product is available for general market release. Costs during the period prior to technological feasibility are expensed as incurred. The Company ensures that technological feasibility has been achieved for products to be marketed to external users before the release of those products. Capitalized software development costs are amortized using the straight-line amortization method over the estimated useful life of the applicable software. Such software development costs required to be capitalized have not been material in any of the periods presented through December 31, 2022. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events indicate that a potential impairment may have occurred. If such events arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded at the amount by which the carrying amount of the asset group exceeds the fair value of the assets, based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There were no impairments of long-lived assets during the years ended December 31, 2022 and 2021. Leases The Company’s lease portfolio includes leases for its manufacturing facility, office space and various types of equipment. The Company determines if an agreement contains a lease at the inception of a contract. All leases are assessed for classification as an operating lease or a finance lease. The Company does not have material finance leases. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within accrued expenses and other current liabilities on the Company’s consolidated balance sheets, and a noncurrent portion, presented separately on the Company’s consolidated balance sheets. The Company does not recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Operating lease liabilities are recognized at the present value of the lease payments required to be paid over the lease term. When the lease does not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The Company determines the applicable incremental borrowing rate at the lease commencement date based on the rates of its secured borrowings, which is then adjusted for the appropriate lease term and risk premium. ROU assets are recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. The Company establishes the term of each lease at lease commencement, which equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease that the Company is reasonably certain to exercise. ROU assets and lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. Operating lease cost, including amounts related to short-term leases, is recognized on a straight-line basis over the lease term. The Company recognizes variable lease payments, which are considered non-components of the lease, as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space we lease. Goodwill and Other Intangible Assets From time to time, the Company makes acquisitions of companies related to existing, complementary or new markets. The Company completed two acquisitions during the year ended December 31, 2021, which are further described in Note 6 . Acquisition-related costs were included in selling, general, and administrative expenses in the consolidated statements of operations and were immaterial for the year ended December 31, 2021. No acquisitions were completed in the year ended December 31, 2022. Goodwill is measured as the excess of the purchase price over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. Goodwill is not amortized but reviewed for impairment as of October 1 each fiscal year and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The evaluation of goodwill and other intangible assets for impairment requires the exercise of significant judgment. Other intangible assets are presented at cost, net of accumulated amortization, and are amortized over their estimated useful lives of 2 to 15 years using the straight-line method. Other intangible assets primarily include purchased technology. The results of the Company’s annual goodwill impairment test as of October 1, 2022 did not indicate any impairment of goodwill. During the fourth quarter of 2022, subsequent to the annual goodwill impairment analysis, the Company experienced a sustained decline in its stock price resulting in its market capitalization being less than the carrying value of its reporting unit. The Company therefore determined it appropriate to perform an interim quantitative assessment of its reporting unit as of December 31, 2022. As a result, the Company determined that the carrying value of its reporting unit exceeded its fair value and recorded an impairment of goodwill of $9.1 million during the fourth quarter of 2022. The results of the annual goodwill impairment test as of October 1, 2021 did not indicate any impairments of goodwill and no events or changes in circumstances indicated that the carrying value of goodwill may not be recoverable as of December 31, 2021. As such, there was no impairment of goodwill or intangible assets during the year ended December 31, 2021. Product Warranties The Company provides a standard assurance type warranty that its insulating glass units (“IGUs”) will be free from defects in materials and workmanship for generally 10 years from the date of delivery to customers. IGUs with sloped or laminated glass generally have a warranty of 5 or 10 years. Control systems associated with the sale of Controls, Software and Services (“CSS”) typically have a 5-year warranty. As part of the Company’s Smart Building Platform contracts, the Company generally warrants that the workmanship of the sub-assemblies and installation of the Smart Building Platform are free from defects and in conformance with the contract documents for one year from completion. In resolving warranty claims, the Company’s standard warranty terms provide that the Company generally has the option of repairing, replacing or refunding the selling price of the covered product. The Company has not been requested to and has not provided any refunds, which would be treated as a reduction to revenue, to date as of December 31, 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. 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 I |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization In connection with the Merger, the Company raised $815.2 million of gross proceeds including the contribution of $374.1 million of cash held in CF II’s trust account from its initial public offering, net of redemptions of CF II Class A Common Stock held by CF II’s public stockholders of $125.9 million, $260.8 million of private investment in public equity (“PIPE”) at $10.00 per share of CF II’s Class A Common Stock, and $180.3 million of additional PIPE at $11.25 per share of CF II’s Class A Common Stock. Immediately before the Merger, all of Legacy View’s outstanding warrants were net exercised for shares of Legacy View Class A common stock. Upon consummation of the Merger, all holders of Legacy View Class A common stock and redeemable convertible preferred stock received shares of the Company’s Class A common stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio based on the completion of the following transactions contemplated by the Merger Agreement: • the cancellation of each issued and outstanding share of Legacy View Capital Stock and the conversion into the right to receive a number of shares of View Inc. Class A Common Stock equal to the Exchange Ratio; • the conversion of all outstanding Legacy View Warrants into warrants exercisable for shares of View Inc. Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio; and • the conversion of all outstanding vested and unvested Legacy View Options into options exercisable for shares of View Inc. Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio. In connection with the Merger, the Company incurred $43.9 million of Transaction costs, consisting of underwriting, legal, and other professional fees, of which $42.4 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $1.5 million was expensed immediately. The number of shares of Class A common stock issued immediately following the consummation of the Merger at March 8, 2021 was: Number of Shares Common stock of CF II outstanding prior to the Merger 1 62,500,000 Less redemption of CF II shares (12,587,893) CF II Sponsor Earnout Shares outstanding prior to the Merger 1,100,000 Common stock of CF II 51,012,107 Shares issued in PIPE financing 42,103,156 Shares issued for in kind banker fee payment 750,000 Merger and PIPE financing shares 42,853,156 Legacy View shares converted 2 123,211,449 Total 217,076,712 _______________________ 1 Includes CF II Class A shareholders of 50,000,000 and CF II Class B shareholders of 12,500,000. 2 The number of Legacy View shares was determined from the 76,565,107 shares of Legacy View common stock and 5,222,852,052 shares of Legacy View redeemable convertible preferred stock outstanding, which were converted to an equal number of shares of Legacy View common stock upon the closing of the Merger, and then converted at the Exchange Rate to Class A common stock of the Company. All fractional shares were rounded down to the nearest whole share. The Merger was accounted for as a reverse recapitalization because Legacy View was determined to be the accounting acquirer. Under this method of accounting, CF II was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Company will represent a continuation of the financial statements of Legacy View with the Merger treated as the equivalent of Legacy View issuing stock for the net assets of CF II, accompanied by a recapitalization. The net assets of CF II will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Legacy View. Legacy View was determined to be the accounting acquirer based on the following facts and circumstances: • Legacy View stockholders comprised a relative majority of voting power of View; • Legacy View had the ability to nominate a majority of the members of the board of directors of View; • Legacy View’s operations prior to the acquisition comprising the only ongoing operations of View; • Legacy View’s senior management comprising a majority of the senior management of View; and • View substantially assuming the Legacy View name. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2022 2021 Revenue: Products $ 92,105 $ 69,779 Services 9,223 4,228 Total $ 101,328 $ 74,007 View’s Smart Glass contracts to provide CSS include the sale of both products and services. These services primarily relate to CSS installation and commissioning and are presented in the table above as Services. Also included within Services in the table above are revenues associated with extended or enhanced warranties. View Smart Glass contracts to provide IGUs, View Smart Building Platform contracts and View Smart Building Technologies contracts relate to the sale of products. The following table summarizes the Company's revenue by major product offering (in thousands): Year Ended December 31, 2022 2021 Revenue: Smart Building Platform $ 55,356 $ 28,686 Smart Glass 34,982 41,740 Smart Building Technologies 10,990 3,581 Total $ 101,328 $ 74,007 During the years ended December 31, 2022 and 2021, the Company recognized a total of $12.0 million and $34.4 million, respectively, for initial contract loss accruals and incurred $18.3 million and $13.8 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 years ended December 31, 2022 and 2021, respectively. The balance of estimated contract losses for work that had not yet been completed totaled $15.0 million and $20.7 million as of December 31, 2022 and 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): Fiscal Year Ended December 31, 2022 2021 Revenue: United States $ 91,132 $ 63,519 Canada 10,128 9,555 Other 68 933 Total $ 101,328 $ 74,007 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 December 31, 2022 was $10.9 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 December 31, 2022 and 2021 were $14.6 million and $11.5 million, respectively, and were included in other current assets. The progress billing schedules for these contracts result in timing differences as compared to the Company’s satisfaction of its performance obligation. Non-current contract assets as of December 31, 2022 and 2021 were $0.7 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 consolidated balance sheets. Revenue recognized during the year ended December 31, 2022 and 2021, which was included in the opening contract liability balance as of December 31, 2021 and 2020, was $5.5 million and $1.2 million, respectively. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 66,614 $ — $ — $ 66,614 Total cash equivalents 66,614 — — 66,614 Restricted cash Certificates of deposit — 18,308 — 18,308 Short-term investments — 102,284 — 102,284 Total assets measured at fair value $ 66,614 $ 120,592 $ — $ 187,206 Convertible Notes ( Note 10 ) $ — $ — $ 199,163 $ 199,163 Sponsor earn-out liability — — 506 506 Private warrants liability — — 7 7 Total liabilities measured at fair value $ — $ — $ 199,676 $ 199,676 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): Convertible Notes Sponsor Private Warrants Redeemable Balance as of December 31, 2020 $ — $ — $ — $ 12,323 Additions during the period — 26,443 589 — Change in fair value — (18,819) (415) (5,056) Reclass to additional paid-in-capital upon Closing — — — (7,267) Balance as of December 31, 2021 $ — $ 7,624 $ 174 $ — Additions during the period 212,300 — — — Change in fair value (13,137) (7,118) (167) — Balance as of December 31, 2022 $ 199,163 $ 506 $ 7 $ — 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 consolidated statements of operations. The following table summarizes the gain on fair value change, net (in thousands): Fiscal year ended December 31, 2022 2021 Sponsor Earn-out Liability $ (7,118) $ (18,819) Private Warrants (167) (415) Redeemable Convertible Preferred Stock Warrants — (5,056) Gain on fair value change, net $ (7,285) $ (24,290) Valuation of Sponsor Earn-Out liability At Closing, the Sponsor subjected 4,970,000 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”). The estimated fair value of the Sponsor Earn-Out Shares was determined using a Monte Carlo simulation valuation model using the following assumptions: December 31, 2022 December 31, 2021 Stock price $0.96 $3.91 Expected volatility 69.25% 52.50% Risk free rate 4.22% 1.12% Expected term (in years) 3.2 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: December 31, 2022 December 31, 2021 Stock price $0.96 $3.91 Expected volatility 69.25% 52.50% Risk free rate 4.32% 1.04% Expected term (in years) 2.7 3.7 Expected dividends 0% 0% Valuation of redeemable convertible preferred stock warrants The Company used the Black-Scholes option-pricing model, which incorporates assumptions and estimates, to value the redeemable convertible preferred stock warrants. The Company determined the fair value per share of the underlying redeemable convertible preferred stock by taking into consideration the most recent sales of its redeemable convertible preferred stock, results obtained from third-party valuations and additional factors that are deemed relevant. As the Company operated as a private company until March 2021, specific historical and implied volatility information of its stock is not available. Therefore, the Company estimated the expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the expected term of the redeemable convertible preferred stock warrant. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the expected term of the redeemable convertible preferred stock warrant. The Company estimated a 0% expected dividend yield based on the fact that the Company had never paid or declared dividends through the Closing Date at which time these redeemable convertible preferred stock warrants were converted to common stock warrants and classified as a component of stockholders’ equity. See Note 2 for additional information regarding the reverse recapitalization. The market-based assumptions used in the valuations include the following: March 8, 2021 (Closing Date) December 31, 2021 Expected volatility 52%-75% 70% Expected term (in years) 0.08-7.71 2.0 Expected dividends 0% 0% Risk-free rate 0.04%-1.28% 0.1% Discount for lack of marketability 5.0%-33.0% 11%-55% Other The carrying amounts of cash equivalents relating to demand deposits and U.S. Treasury bills, accounts receivable, and accounts payable approximates fair value due to the short maturity of these instruments. The carrying amount of long-term trade receivable approximates fair value, which is estimated by discounting expected future cash flows using an average discount rate adjusted for the customer's creditworthiness. Short-term and long-term debt associated with the term loan is carried at amortized cost, which approximates its fair value. The Convertible Notes are carried at amortized cost and their fair value is determined using Level 3 inputs, as discussed further in Note 10 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following (in thousands): Estimated Useful Lives December 31, (in Years) 2022 2021 Testing and chamber equipment 7 $ 14,200 $ 14,267 Tenant improvements 2-15 43,276 42,608 Plant and manufacturing equipment 7-12 159,635 156,560 Computer hardware and software 5 23,396 21,079 Furniture and fixtures 7 3,867 3,809 Construction in progress 174,257 165,165 Property and equipment, gross 418,631 403,488 Less: Accumulated depreciation (156,271) (135,087) Property and equipment, net $ 262,360 $ 268,401 The Company recorded depreciation expense of $21.8 million and $40.7 million for the years ended December 31, 2022 and 2021. During fiscal year 2021, the Company decided that additional production space was required to meet future expected demand. Accordingly, the Company evaluated the space availability in its manufacturing facility and determined that certain assets used for research and development purposes would be disassembled to make room for additional production capacity. Consequently, the Company made the decision to abandon and shorten the life of these assets to coincide with their removal date, resulting in accelerated depreciation of included in research and development expenses in the consolidated statement of comprehensive loss. Depreciation expense for the year ended December 31, 2021 included $14.4 million related to these abandoned assets which were no longer in service. The Company regularly reviews its long-lived assets for triggering events or other circumstances that could indicate impairment. As of December 31, 2022, management considered the continued operating losses when combined with the sustained decline in our market capitalization, to be a triggering event and therefore performed a quantitative impairment test of our long-lived assets as of December 31, 2022. Based on the results of this test, the Company concluded that the fair value of the asset group was substantially above its carrying value, and no impairment was recorded as of December 31, 2022. If the decline in the Company’s share price is sustained or the Company identifies other events or circumstances indicating the carrying amount of an asset or asset group may not be recoverable, this would require further testing of these assets and it may result in an impairment of such assets. |
Other Balance Sheet Information
Other Balance Sheet Information | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows consisted of the following (in thousands): December 31, 2022 2021 Cash $ 29,244 $ 33,581 Cash equivalents 66,614 247,500 Cash and cash equivalents 95,858 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,448 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 114,165 $ 297,543 Short-term Investments Short-term investments consisted of the following: December 31, 2022 Amortized Cost Unrealized Gain/(Loss) Fair Value Commercial Paper $ 59,684 $ — $ 59,684 Corporate Notes/Bonds 4,914 — 4,914 U.S. Treasuries 31,804 — 31,804 U.S. Government Agencies 5,882 — 5,882 Total short-term investments $ 102,284 $ — $ 102,284 There were no short-term investments as of December 31, 2021. The Company’s marketable debt securities have contractual maturities of less than one year, are classified as available-for-sale and are stated at fair value on the consolidated balance sheets based upon inputs other than quoted prices in active markets (Level 2 inputs). The Company did not record any unrealized gains or losses or recognize any gains or losses for the year ended December 31, 2022. The Company also did not recognize any credit-related impairment losses during the year ended December 31, 2022 and had no ending allowance for credit losses as of December 31, 2022. The amortized cost and fair value amounts above include accrued interest receivable of $0.7 million as of December 31, 2022. Accounts Receivable, Net of Allowances In the year ended December 31, 2022, the Company recorded a $0.4 million increase in the allowance for credit losses. The Company regularly reviews accounts receivable for collectability and establishes or adjusts the allowance for credit losses as necessary using the specific identification method based on the available facts. The allowance for credit losses totaled $1.1 million and $0.7 million at December 31, 2022 and 2021, respectively. Other Assets Other assets consisted of the following (in thousands): December 31, 2022 2021 Goodwill $ — $ 8,997 Purchased technology and other intangible assets, net 5,023 7,239 Note receivable 6,999 — Deposits with supplier 1,615 7,566 Other 11,877 5,691 Other assets $ 25,514 $ 29,493 On July 7, 2021, the Company acquired 100% of the outstanding stock of ioTium, the leading provider of secure, cloud-managed, software-defined IoT networks. The total purchase consideration, net of cash acquired and including deferred consideration of $1.1 million, was $7.0 million. At closing, the Company paid approximately $4.9 million in cash. Total non-cash consideration was $1.0 million and consisted of the settlement of outstanding services due to the Company from ioTium at the transaction date. As part of the purchase price allocation, the Company acquired $5.1 million of intangible assets related to developed technology, trade name, and contract backlog and $4.2 million of goodwill. The goodwill was primarily attributable to strategic opportunities that arose from the acquisition of ioTium. On December 1, 2021, the Company acquired certain assets associated with the WorxWell™ data analytics platform for total purchase consideration of $7.2 million. WorxWell’s award-winning, data analytics platform aggregates all building data into a consolidated dashboard to optimize every aspect of building operations and workplace experience for both building owners and occupiers. The purchase consideration consisted of 2,000,000 shares of View common stock valued at $5.6 million and 1,000,000 shares of View common stock warrants valued at $1.6 million. The View common stock issued is subject to a lockup period of the earlier of (i) December 1, 2026, (ii) View’s common stock’s closing price 60-day trailing average reaches $50.00 per share, or (iii) the Company undergoes a change in control. The warrant has an exercise price of $10.00 per share and may only be exercised on or after the earliest of (i) December 1, 2026, (ii) View’s common stock’s closing price 60-day trailing average reaches $50.00 per share, or (iii) the Company undergoes a change in control. The Company concluded that the set of acquired assets met the definition of a business and did not represent a separate reporting unit. As part of the purchase price allocation, the Company acquired $2.2 million of intangible assets related to customer relationships, trade name, and developed technology and $4.9 million of goodwill. The goodwill was primarily attributable to strategic opportunities that arose from the acquisition of WorxWell and was not deductible for tax purposes. The results of the Company’s annual goodwill impairment test as of October 1, 2022 did not indicate any impairment of goodwill. During the fourth quarter of 2022, subsequent to the annual goodwill impairment analysis, the Company experienced a sustained decline in its stock price resulting in its market capitalization being less than the carrying value of its reporting unit. The Company therefore determined it appropriate to perform an interim quantitative assessment of its reporting unit as of December 31, 2022. As a result, the Company determined that the carrying value of its reporting unit exceeded its fair value and recorded an impairment of goodwill of $9.1 million during the fourth quarter of 2022. The results of the annual goodwill impairment test as of October 1, 2021 did not indicate any impairments of goodwill and no events or changes in circumstances indicated that the carrying value of goodwill may not be recoverable as of December 31, 2021. As such, there was no impairment of goodwill or intangible assets during the year ended December 31, 2021. Refer to Note 8 for further information regarding the note receivable balance. Accrued Compensation Accrued compensation consisted of the following (in thousands): December 31, 2022 2021 Accrued vacation $ 3,841 $ 4,693 Other 5,958 4,815 Accrued compensation $ 9,799 $ 9,508 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Warranty accrual ( Note 7 ) 10,236 8,868 Contract loss accrual ( Note 3 ) 12,848 17,240 Environmental settlement accrual ( Note 8 ) 1,450 2,950 Lease liability ( Note 9 ) 3,949 3,581 Subcontractor accrual 18,435 2,554 Other 25,492 24,263 Accrued expenses and other current liabilities $ 72,410 $ 59,456 Other Liabilities Other liabilities consisted of the following (in thousands): December 31, 2022 2021 Warranty accrual ( Note 7 ) $ 29,337 $ 33,388 Legal settlement liability ( Note 8 ) 5,794 7,834 Contract loss accrual ( Note 3 ) 2,136 3,422 Environmental settlement accrual ( Note 8 ) 3,000 2,000 Accrued interest 3,309 — Other 3,519 3,893 Other liabilities $ 47,095 $ 50,537 |
Product Warranties
Product Warranties | 12 Months Ended |
Dec. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Product Warranties | Product Warranties Changes in warranty liabilities are presented below (in thousands): Fiscal Year Ended December 31, 2022 2021 Beginning balance $ 42,256 $ 47,678 Accruals for warranties issued 1,626 1,551 Changes to estimates of volume and costs 2,004 1,234 Settlements made (6,313) (8,207) Ending balance $ 39,573 $ 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 $ 10,236 $ 8,868 Warranty liability, noncurrent, ending balance $ 29,337 $ 33,388 The total warranty liability above included $8.8 million and $6.1 million as of December 31, 2022 and 2021, respectively, related to the Company' standard assurance warranty. The total warranty liability above also included $30.8 million and $36.2 million as of December 31, 2022 and 2021, respectively, related to certain IGUs with a quality issue identified during fiscal year 2019. The quality issue was specific to certain material purchased from one of the Company’s suppliers utilized in the manufacturing of certain IGUs and 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. In addition to the warranty liabilities presented above, the Company had $0.7 million included within Accrued expenses and other current liabilities in its Consolidated Balance Sheets as of December 31, 2021 for incremental performance obligations promised to customers in connection with IGU failures associated with the quality issue described above. The costs associated with these obligations were $5.1 million for the year ended December 31, 2021 and were included within Cost of revenue in the Consolidated Statement of Comprehensive Loss. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets. Standby Letter of Credit During the course of business, the Company's bank issues standby letters of credit on behalf of the Company to certain vendors and other third parties of the Company. As of December 31, 2022 and 2021, the total value of the letters of credit issued by the bank are $15.7 million and $16.5 million, respectively. No amounts have been drawn under the standby letter of credit. Commitments In June 2021, the Company entered into a promissory note with one of its customers pursuant to which the customer may draw amounts in a maximum aggregate principal amount of $10.0 million. The amount of the draws 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 December 31, 2022, the customer has a balance of $7.0 million drawn against the promissory note, which is recorded in other assets on the 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 10 years. The Company recorded the present value of future payments as a liability and records interest expense, included in interest expense, net in the 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 consolidated balance sheets as follows (in thousands): December 31, 2022 2021 Litigation settlement liability - current $ 3,000 $ — Litigation settlement liability - non-current 5,794 7,834 Total litigation settlement liability $ 8,794 $ 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 our discharges of water from our 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”) requiring us to produce to the Environmental Protection Agency (“EPA”) various documents relating to environmental matters at our Olive Branch facility, including but not limited to hazardous waste records, air emissions records, storm water discharges records and wastewater disposal records. We have cooperated fully with each such notice, order and Subpoena. On April 13, 2022, the Company and the United States Attorney’s Office for the United States District Court for the Northern District of Mississippi agreed in principle to the terms of a global settlement resolving the prospect of claims and charges against the Company relating to all prior discharges of water into the POTW of DCRUA and Olive Branch without first obtaining a pretreatment permit. The principal terms of the settlement are: 1. the Company pleading guilty to a single misdemeanor count for negligently discharging wastewater to a POTW without first obtaining a pretreatment permit in violation of 33 U.S.C. § 1319(c)(1)(A); 2. the Company paying a fine of $3.0 million over a three-year period in equal installments of $1.0 million to the federal government; 3. the Company paying a special assessment of $125 to the federal government pursuant to 18 U.S.C. § 3013(a)(1)(B); 4. the Company entering a separate civil Agreed Order with the MCEQ that requires the payment of a separate civil penalty of $1.5 million; 5. the Company making a separate community service payment in the amount of $0.5 million to DCRUA, to be used for the sole purpose of expanding wastewater treatment capacity in DeSoto County, Mississippi, within 30 days of entering the Plea Agreement; 6. the Company implementing an environmental management system that conforms to ISO 14001:2015 standards or a similar environmental management system approved by the United States Environmental Protection Agency, which is expected to result in $0.3 million in consulting and personnel costs; 7. the Company implementing agreed upon wastewater reduction plans, which is expected to result in approximately $5.5 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. On November 7, 2022, View finalized an Agreed Order with the MCEQ as contemplated by the settlement terms. On November 16 and 17, 2022, Olive Branch and DCRUA, respectively, approved a joint Agreed Order with View consistent with the settlement terms. View continues to coordinate with MDEQ and the local authorities with respect to the obligations contemplated by the settlement terms, including obtaining a pretreatment permit from the Mississippi Environmental Quality Permit Board, which has not been granted as of the date of this Annual Report on Form 10-K. The Company recognized the $5.0 million of penalties it expects to incur in conjunction with this settlement within other expense, net, for the year ended December 31, 2021, which is included within accrued expenses and other current liabilities as of December 31, 2021. The balances of the environmental settlement liability are recorded in accrued expenses and other current liabilities and other liabilities, respectively, on the Company’s consolidated balance sheets as follows (in thousands): December 31, 2022 2021 Environmental settlement liability - current $ 1,450 $ 2,950 Environmental settlement liability - non-current 3,000 2,000 Total environmental settlement liability $ 4,450 $ 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 defendants in judicial and administrative proceedings involving matters incidental to our business. Legal expenses are expensed as incurred. The Company accrues a charge when management determines that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a loss is probable, the Company records an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, the Company records the lowest amount in the estimated range of loss and discloses the estimated range. The Company does not record liabilities for reasonably possible loss contingencies but does disclose a range of reasonably possible losses if they are material and the Company is able to estimate such a range. If the Company cannot provide a range of reasonably possible losses, the Company explains the factors that prevent it from determining such a range. The Company regularly evaluates current information available to it to determine whether an accrual should be established or adjusted. The ultimate outcome of legal proceedings involves judgments, estimates, and inherent uncertainties and cannot be predicted with certainty. Should the ultimate outcome of any legal matter be unfavorable, the Company's business, financial condition, results of operations, or cash flows could be materially and adversely affected. The Company may also incur substantial legal fees, which are expensed as incurred, in defending against legal claims. Securities Litigation On August 18, 2021, plaintiff Asif Mehedi filed a putative securities class action in the United States District Court for the Northern District of California (Mehedi v. View, Inc. f/k/a CF Finance Acquisition Corp. II et al. (No. 5:21CV06374, N.D. Cal.)) alleging violations of the federal securities laws by the Company, Rao Mulpuri, and Vidul Prakash. 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, Stadium Capital filed its opposition to the motions on November 14, 2022. Defendants filed replies in support of the motions to dismiss on 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 December 31, 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 December 31, 2022. Government Investigation On November 9, 2021, the Company announced that it had voluntarily reported to the SEC that the audit committee of the Company’s board of directors was conducting an independent, internal investigation into the adequacy of the Company’s previously reported warranty accrual. In January 2022, the Company was informed that the SEC is conducting a formal investigation of this matter. The Company has cooperated with the SEC’s investigation and intends to continue doing so. 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 December 31, 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases Lease assets and lease liabilities as of December 31, 2022 and 2021 were as follows: December 31, Leases Classification on Balance Sheet 2022 2021 Assets Operating leases ROU assets $ 18,485 $ 21,178 Finance leases Property and equipment, net 622 1,163 Total ROU assets $ 19,107 $ 22,341 Liabilities Current Operating leases Accrued expenses and other current liabilities $ 3,408 $ 3,050 Finance leases Accrued expenses and other current liabilities 541 531 Non-current Operating leases Lease liabilities 19,589 22,997 Finance leases Other liabilities 78 619 Total lease liabilities $ 23,616 $ 27,197 The components of lease expense for the years ended December 31, 2022 and 2021 were as follows: Fiscal year ended December 31, 2022 2021 Operating lease cost $ 5,015 $ 5,557 Short-term lease cost 772 609 Finance lease cost Amortization of ROU assets 506 1,233 Interest expense 67 130 Total lease cost $ 6,360 $ 7,529 Supplemental cash flow information related to our leases are as follows: Fiscal year ended December 31, Cash paid for amounts included in the measurement of lease liabilities 2022 2021 Operating cash flows for operating leases $ 5,373 $ 5,787 Operating cash flows for finance leases 67 130 Financing cash flows for finance leases $ 531 $ 1,278 The following table presents the weighted-average remaining lease terms and discount rates related to leases as of December 31, 2022 and 2021: December 31, 2022 2021 Weighted average remaining lease term (years) Operating leases 5.32 years 6.26 years Finance leases 0.97 years 1.94 years Weighted average discount rate Operating leases 9.42 % 9.42 % Finance leases 7.31 % 7.41 % The following table presents the maturities of our lease liabilities under non-cancellable leases as of December 31, 2022: Fiscal year ended December 31, Operating Leases Finance Leases Total 2023 $ 5,432 $ 567 $ 5,999 2024 5,367 79 5,446 2025 5,291 — 5,291 2026 5,380 — 5,380 2027 5,537 — 5,537 Thereafter 2,555 — 2,555 Total lease payments $ 29,562 $ 646 $ 30,208 Less: Interest 6,565 27 6,592 Total lease liabilities $ 22,997 $ 619 $ 23,616 |
Leases | Leases Lease assets and lease liabilities as of December 31, 2022 and 2021 were as follows: December 31, Leases Classification on Balance Sheet 2022 2021 Assets Operating leases ROU assets $ 18,485 $ 21,178 Finance leases Property and equipment, net 622 1,163 Total ROU assets $ 19,107 $ 22,341 Liabilities Current Operating leases Accrued expenses and other current liabilities $ 3,408 $ 3,050 Finance leases Accrued expenses and other current liabilities 541 531 Non-current Operating leases Lease liabilities 19,589 22,997 Finance leases Other liabilities 78 619 Total lease liabilities $ 23,616 $ 27,197 The components of lease expense for the years ended December 31, 2022 and 2021 were as follows: Fiscal year ended December 31, 2022 2021 Operating lease cost $ 5,015 $ 5,557 Short-term lease cost 772 609 Finance lease cost Amortization of ROU assets 506 1,233 Interest expense 67 130 Total lease cost $ 6,360 $ 7,529 Supplemental cash flow information related to our leases are as follows: Fiscal year ended December 31, Cash paid for amounts included in the measurement of lease liabilities 2022 2021 Operating cash flows for operating leases $ 5,373 $ 5,787 Operating cash flows for finance leases 67 130 Financing cash flows for finance leases $ 531 $ 1,278 The following table presents the weighted-average remaining lease terms and discount rates related to leases as of December 31, 2022 and 2021: December 31, 2022 2021 Weighted average remaining lease term (years) Operating leases 5.32 years 6.26 years Finance leases 0.97 years 1.94 years Weighted average discount rate Operating leases 9.42 % 9.42 % Finance leases 7.31 % 7.41 % The following table presents the maturities of our lease liabilities under non-cancellable leases as of December 31, 2022: Fiscal year ended December 31, Operating Leases Finance Leases Total 2023 $ 5,432 $ 567 $ 5,999 2024 5,367 79 5,446 2025 5,291 — 5,291 2026 5,380 — 5,380 2027 5,537 — 5,537 Thereafter 2,555 — 2,555 Total lease payments $ 29,562 $ 646 $ 30,208 Less: Interest 6,565 27 6,592 Total lease liabilities $ 22,997 $ 619 $ 23,616 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt outstanding consisted of the following (in thousands): December 31, 2022 2021 Convertible Notes, net of debt issuance costs $ 206,347 $ — Term loan 13,960 15,430 Total debt 220,307 15,430 Debt, current 1,470 1,470 Debt, non-current $ 218,837 $ 13,960 Principal payments on all debt outstanding as of December 31, 2022 are estimated as follows (in thousands): Fiscal year ended December 31, Total 2023 $ 1,470 2024 1,470 2025 1,470 2026 1,470 Thereafter 214,427 Total $ 220,307 Convertible Notes The following table presents the Company’s convertible debt outstanding (in thousands): December 31, 2022 Gross amount Debt discount and issuance costs Carrying amount Estimated fair value Convertible Notes $ 212,308 (5,961) $ 206,347 $ 199,163 The following table presents the Company’s interest expense related to convertible debt (in thousands): Year Ended December 31, 2022 Contractual interest expense $ 3,309 Amortization of debt discount and issuance costs 389 Total interest expense $ 3,698 In October 2022, the Company completed the sale of $200.0 million aggregate principal amount of the Company’s 6.00% / 9.00% Convertible Senior PIK Toggle Notes (the “Initial Notes”), with the option to sell an additional $40.0 million of Notes to the Purchasers. In December 2022, the Company received notices from certain Purchasers that had elected to exercise their respective options to purchase an aggregate additional $12.3 million of notes (the “Additional Notes”). Such Additional Notes were issued in December 2022. The Initial Notes and the Additional Notes, which will be collectively referred to as the Convertible Notes, will mature on October 1, 2027. The Convertible Notes were sold in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act. The net proceeds from the sale of the Convertible Notes were approximately $206.3 million after deducting fees and offering expenses. The debt discount and issuance costs, net of accumulated amortization, are reported as a direct deduction from the face amount of the Convertible Notes. The Company expects to use the net proceeds for general corporate purposes. The Convertible Notes bear interest at 6.00% per annum, to the extent paid in cash (“Cash Interest”), and 9.00% per annum, to the extent paid in kind through the issuance of additional Convertible Notes (“PIK Interest”). Interest is payable semi-annually in arrears on April 1st and October 1st of each year, beginning on April 1, 2023. The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof. The Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of the Company’s Common Stock or a combination thereof, at the Company’s election. The initial conversion rate was 747.6636 shares per $1,000 principal amount of the Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $1.34 per share. The Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes. In connection with the Closing, the Company entered into letter agreements with certain holders of the Convertible Notes (the “Blocker Agreements”). The Blocker Agreements provide, among other things, that the Convertible Notes held by the entities affiliated with certain holders (each, a “Blocker Party”), shall not be converted to the extent that such conversion would cause a Blocker Party to beneficially own more than a specified threshold percentage (as may be increased or decreased by the applicable Blocker Party upon 61 days’ written notice) of the Class A common stock, par value $0.0001 per share, of the Company outstanding immediately following such conversion. The Company may redeem the Convertible 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. The redemption price will be equal to the aggregate principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, a holder may elect to convert its Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if Convertible Notes are converted after they are called for redemption. Additionally, if the Company undergoes a fundamental change transaction (each such term as defined in the indenture governing the Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their Convertible Notes. The fundamental change repurchase price will be 100% of the capitalized principal amount of the Convertible Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the Convertible Notes contains customary terms and covenants, including certain events of default in which case either the trustee or the holders of at least 25% of the aggregate principal amount of the outstanding Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Convertible Notes to be due and payable immediately. As of December 31, 2022, the effective interest rate on the Convertible Notes was 9.68%. Amortization of debt discount and issuance costs is reported as a component of interest expenses and is computed using the straight-line method over the term of the Convertible Notes, which approximates the effective interest method. The estimated fair value of the Convertible Notes as of December 31, 2022 using Level 3 fair value inputs was $199.2 million. Term Loan On November 22, 2010, the Company entered into a debt arrangement with a lender, in an amount of $40.0 million ("Term Loan"), for the purpose of financing equipment and tenant improvements at its manufacturing facility in Olive Branch, Mississippi. Pursuant to the original terms, the loan provides for interest-free debt to be repaid in semi-annual payments due on June 30 and December 31 each year. The loan was originally being paid over 24 semi-annual installments through June 30, 2024. On October 22, 2020, the Company entered into an amended and restated debt arrangement with the lender. The amended and restated debt arrangement temporarily suspended the payments. Starting June 30, 2022, the Company is required to make semi-annual payments of $0.7 million through June 30, 2032. The term loan agreement required the Company to invest certain amounts in land, building and equipment and create a certain number of jobs. The term loan agreement, as amended, also includes a covenant for audited consolidated financial statements to be delivered to the lender within 210 days of the Company’s fiscal year end. As of December 31, 2021, the Company was in compliance with these covenants. Revolving Debt Facility In October 2019, the Company entered into a secured revolving debt facility pursuant to which the Company may draw amounts in a maximum aggregate principal amount of $200.0 million until January 3, 2020 and $250.0 million after such date, for the purpose of paying payables and other corporate obligations. In October 2019, the Company drew a principal amount of $150.0 million under the facility with weekly maturity dates ranging from 8 days to 364 days. In May 2020, the Company drew the remaining principal amount of $100.0 million available under the facility, which was repayable on May 1, 2021. The facility's original expiration was October 22, 2023, at which time all drawn amounts were to be repaid in full. The interest rate applicable to amounts outstanding under the facility was LIBOR, plus 9.05%. As security for the payment and performance of all obligations under the facility, the Company granted the finance provider a security interest in substantially all of the Company's assets. Under the original agreement, repaid principal amounts became immediately available to be redrawn under the facility with maturity dates of one year through October 23, 2022. As of December 31, 2020, the Company’s available borrowing capacity was nil. As of December 31, 2020, the Company classified the outstanding balance of $250.0 million as a current liability because the Company was in violation of the stockholders’ equity covenant as of such date and the limited waiver from the finance provider waived such violation only through March 31, 2021. In December 2020, the Company entered into an amendment to replace thirteen weekly draws of approximately $2.9 million each, aggregating to $37.5 million in principal amount, with four notes of approximately $9.4 million each, aggregating to $37.5 million in principal amount. On March 8, 2021, upon Closing, the facility was repaid in full in the amount of $276.8 million, including accrued interest and future interest through maturity of the notes of $26.8 million prior to the expiration of the limited waiver from the finance provider. Upon repayment of its obligation, the Company recorded a debt extinguishment loss of $10.0 million, and the facility was terminated. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock On March 9, 2021, the Company’s common stock and warrants began trading on Nasdaq under the ticker symbols “VIEW” and “VIEWW,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 600,000,000 shares of common stock with a par value of $0.0001 per share. As of December 31, 2022, the Company had 221,735,925 shares of common stock issued and outstanding. Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock having a par value of $0.0001 per share (“View Inc. Preferred Stock”). The Company’s board of directors has the authority to issue View, Inc. Preferred Stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of December 31, 2022, no shares of View, Inc. Preferred Stock were issued and outstanding. Net Share Settlement of Equity Awards During the fiscal year ended December 31, 2022, the Company withheld 2,217,046 shares with a fair value of $3.5 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 December 31, 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. Legacy View Redeemable Convertible Preferred Stock Prior to the Merger, Legacy View had outstanding shares of Series A, Series B, Series C, Series D, Series E-2, Series F, Series G, and Series H redeemable convertible preferred stock. Immediately prior to the Merger, each outstanding share of Legacy View redeemable convertible preferred stock converted to Legacy View common stock on a 1:1 conversion ratio. Upon Closing, each issued and outstanding share of Legacy View common stock was cancelled and the holders thereof in exchange received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio. As such, as of December 31, 2022 and 2021, the Company has no redeemable convertible preferred stock outstanding. See Note 2 for additional information regarding the reverse recapitalization. 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 December 31, 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 Nasdaq 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 | 12 Months Ended |
Dec. 31, 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 Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are transferable, assignable or salable after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrant. The Company may redeem the outstanding warrants, in whole and not in part, upon a minimum of 30 days’ prior written notice of redemption (“Redemption Period”). For purposes of the redemption, “Reference Value” shall mean the last reported sales price of the Company’s common stock for any twenty thirty The Company may redeem the outstanding Public Warrants for cash at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants except that the Private Warrants were not transferable, assignable or salable until April 7, 2021. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, then such warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the Public Warrants. As of December 31, 2022, there were 366,666 Private Warrants and 16,666,637 Public Warrants outstanding, and no Warrants had been exercised. Strategic Agreement & RXR Warrant Agreements On October 25, 2022, the Company appointed RXR FP Services LLC (“RXR FP”) to render strategic planning and consulting services to the Company. Such services include providing the Company with a right of first offer for any RXR Realty-sponsored development projects where the Company’s products are appropriate and providing thought partnership to support the Company’s strategy and research development efforts. In consideration of RXR FP’s performance of such services, the Company issued warrants to RXR FP (the “RXR Warrants”) to purchase, in the aggregate, 9,511,128 shares of Common Stock. The RXR Warrants will expire ten years after October 25, 2022. The shares underlying the RXR Warrants time vest in equal tranches over a three-year period beginning on October 25, 2022 with one-third of such shares vesting each year on the anniversary thereof, provided that all such shares shall vest immediately upon the occurrence of certain specified events (each, an “Early Exercise Event”). One-third of the RXR Warrants are exercisable upon the earlier of the applicable vesting date or an Early Exercise Event at an exercise price of $0.01 per share of Common Stock, subject to certain adjustments (the “Exercise Price”). An additional one-third of the RXR Warrants are exercisable upon the earlier of the applicable vesting date or any later date, provided the closing price of the Company’s Class A Common Stock has exceeded $1.32 per share (as may be adjusted) for 20 of 30 consecutive trading days prior to such applicable vesting date or such later date, or an Early Exercise Event at the Exercise Price. The final one-third of the RXR Warrants are exercisable upon the earlier of the applicable vesting date or any later date, provided the closing price of the Company’s Class A Common Stock has exceeded $1.58 per share (as may be adjusted) for 20 of 30 consecutive trading days prior to such applicable vesting date or such later date, or an Early Exercise Event at the Exercise Price. The RXR Warrants may also be exercised, in whole or in part, by means of a “cashless exercise” for a number of shares as determined in the warrant agreements. The RXR Warrants are subject to certain restrictions on transfer prior to their applicable exercise dates. The Company analyzed the terms of the strategic agreement and concluded that a portion of the RXR Warrants would be accounted for as consideration payable to a customer and a portion of the RXR Warrants would be accounted for as non- employee stock compensation. The estimated grant date fair value of the RXR Warrants with only time vesting conditions was calculated using the Black-Scholes option-pricing models based on the following key assumptions: RXR Warrants - Time Vested Expected volatility 71.6% Expected terms (in years) 10.0 Expected dividends 0% Risk-free rate 4.06% The estimated grant date fair value for the RXR Warrants with both time and market vesting conditions were determined by using the Monte Carlo Simulation valuation model based on the following key assumptions: RXR Warrants - Time and Market Vested Expected stock price $1.16 Expected volatility 71.6% Risk-free rate 3.83% Expected terms (in years) 10.0 Expected dividends 0% The total grant date fair value of the RXR Warrants was $9.2 million, which was accounted for as an upfront payment to RXR FP as their right to receive the warrants was not contingent on satisfying any vesting conditions. The Company allocated the grant date fair value between consideration payable to a customer and non-employee stock compensation based on the estimated relative fair value of services to be provided by RXR FP. The portion of the warrants allocated as consideration payable to a customer is accounted for as a reduction to the contract price for contracts with RXR Realty and therefore a reduction to revenue on such contracts. The portion of warrants allocated as non-employee stock compensation is accounted for as marketing expense and expensed as incurred. As of December 31, 2022, there were 9,511,128 RXR Warrants outstanding, and no RXR Warrants had been exercised. Other Warrants Legacy View also issued redeemable convertible preferred stock and common stock warrants, to various service providers, lenders, investors, at various points in time, which were subsequently converted to the common stock warrants of the Company. Upon consummation of the Merger, each Legacy View warrant that was outstanding was assumed by CF II and converted into a common stock warrant exercisable for common stock equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Legacy View capital stock subject to the Legacy View warrant immediately prior to the Merger multiplied by (b) the Exchange Ratio. Such warrants have a per share exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (i) the exercise price per share of Legacy View capital stock subject to the Legacy View warrant immediately prior to the Merger by (ii) the Exchange Ratio, and, except as specifically provided in the Merger Agreement, each warrant continues to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy View warrant immediately prior to the Merger. Prior to the Merger, the redeemable convertible preferred stock warrants were classified as liabilities on the consolidated balance sheets. See Note 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 December 31, 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) — 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 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 October 2022 Common stock (in connection with the Strategic Agreement with RXR FP 9,511,128 — 0.01 October 2032 Total stock warrants 30,764,925 21,311,920 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2018 Equity Incentive 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, non-statutory 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 Equity Incentive Plan In connection with the Closing of the Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) effective March 8, 2021 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”), non-statutory stock options, stock appreciation rights, restricted stock, RSUs, and stock bonus awards. As of December 31, 2022, the Company had 13,793,901 shares of common stock reserved for future issuance of equity awards to employees, officers, directors, or consultants under the 2021 Plan. Options As noted above, 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). In addition, pursuant to the terms of the Agreement and Plan of Merger, at the Closing of the Merger on March 8, 2021, the Company granted 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 75.00% will vest on a monthly basis over the following thirty-six months. No options have been issued under this plan in the fiscal year ended December 31, 2022. The following table summarizes the activity under the 2021 Plan (in thousands, except per share data and contractual term) for time vested options: Options Outstanding Number of Weighted- Weighted-Average Aggregate Intrinsic Value 1 Outstanding as of December 31, 2021 27,582 $ 9.43 7.0 $ — Granted — — Exercised — — Canceled/forfeited (3,560) 9.32 Outstanding as of December 31, 2022 24,022 $ 9.45 6.0 $ — Options vested and expected to vest as of December 31, 2022 23,977 $ 9.45 6.0 $ — Exercisable as of December 31, 2022 21,869 $ 9.41 5.9 $ — _____________________ 1 The aggregate intrinsic value is calculated as the difference between the market value of the Company's common stock as of the relevant period end and the respective exercise prices of the options. The market value as of December 31, 2022 was $0.96 per share, which is the closing sale price of View’s common stock on December 30, 2022, the last trading day prior to December 31, 2022, as reported by Nasdaq. The market value as of December 31, 2021 was $3.91 per share, which is the closing sale price of View's common stock on that day as reported by Nasdaq. No options have been exercised under this plan in the fiscal year ended December 31, 2022. The weighted-average grant date fair value per share of stock options granted was $4.38 for the fiscal year ended December 31, 2021. The total grant date fair value of stock options vested was $26.8 million and $24.8 million during the fiscal years ended December 31, 2022 and 2021, respectively. The total intrinsic value of options exercised during the fiscal year ended December 31, 2021 was $0.4 million. As of December 31, 2022, total unrecognized compensation cost related to unvested stock options, net of estimated forfeitures, was $9.1 million and is expected to be recognized over a weighted-average remaining service period of 2.0 years. RSUs Officer RSUs 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 View’s executive officers. The Officer RSUs were originally 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 were only set to vest if the share price hurdle of $15.00 was achieved and the remaining 50% of such Officer RSUs were only set to vest if the share price hurdle of $20.00 was achieved. On August 5, 2022, the Company’s board of directors, 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 2.6 years as of the modification date. Employee RSUs During the year ended December 31, 2022, the Company issued 9,204,947 RSUs to employees (“Employee RSUs”), which vest upon the achievement of specific time-based measures. The fair value for Employee RSUs is calculated based on the stock price on the grant date and expensed ratably over the requisite service period, which ranges between two As of December 31, 2022, the Company had $6.7 million of unrecognized compensation expense related to the Employee RSUs expected to be recognized on a pro-rata straight line basis over a weighted average remaining service period of approximately 2.9 years. The following table summarizes the activities for all outstanding RSUs under the Company’s 2021 Plan (in thousands, except per share data) during the fiscal year ended December 31, 2022: Number of Weighted Average Grant Date Fair Value 1 Outstanding as of December 31, 2021 11,643 $ 6.14 Granted 9,205 1.21 Vested (4,757) 8.21 Canceled (846) 6.07 Outstanding as of December 31, 2022 15,245 $ 4.00 _______________________ 1 The weighted average grant date fair value of the Officer RSUs that vested during the period and the Officer RSUs outstanding at December 31, 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 $39.0 million and $0.8 million during the fiscal years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, total unrecognized compensation cost related to RSUs, net of estimated forfeitures, was $36.9 million and is expected to be recognized over a weighted-average remaining service period of 2.6 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. 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 As of December 31, 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 8.2 years. As of December 31, 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 fiscal year ended December 31, 2021. As of December 31, 2022, total unrecognized compensation cost related to options under the CEO Incentive plan, net of estimated forfeitures, was $54.4 million and is expected to be recognized over a weighted-average remaining service period of 3.6 years. Valuation of Stock-Awards No options were issued under the 2021 Plan or the CEO Incentive Plan in the fiscal year ended December 31, 2022. The grant date fair value for Employee RSUs issued under the 2021 Plan in the fiscal year ended December 31, 2022 was calculated using the closing sale price of the Company’s Class A Common Stock on the grant date. The estimated grant date fair values of the Company’s time vested stock options granted to employees and non-employees under the 2021 Plan in fiscal year ended December 31, 2021 were calculated using the Black-Scholes option-pricing models based on the following assumptions: Fiscal year ended December 31, 2021 Expected volatility 53% 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 granted in the fiscal year ended December 31, 2021 was determined by using the Monte Carlo Simulation valuation model and the assumptions below. The estimated grant date fair value of the Officer Options granted in the fiscal year ended December 31, 2021 was 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 consolidated statements of comprehensive loss was as follows (in thousands): Fiscal year ended December 31, 2022 2021 Cost of revenue $ 1,777 $ 4,930 Research and development 5,113 8,725 Selling, general, and administrative 65,893 59,965 Total $ 72,783 $ 73,620 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before income taxes was as follows (in thousands): Year Ended December 31, 2022 2021 Domestic $ (337,348) $ (343,444) Foreign 406 74 Total $ (336,942) $ (343,370) The components of the provision (benefit) for income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 Current income tax provision: Federal $ — $ — State 12 — Foreign 135 65 Total current provision for income taxes $ 147 $ 65 Deferred income tax provision (benefit): Federal $ — $ (349) State — (108) Foreign — — Total deferred provision (benefit) for income taxes — (457) Total provision (benefit) for income taxes $ 147 $ (392) A reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate was as follows: Year Ended December 31, 2022 2021 Tax at statutory rate 21.00 % 21.00 % State tax, net of federal benefit 0.05 % 0.04 % Permanent differences 0.13 % 1.16 % Stock-based compensation (1.93) % (0.18) % Change in valuation allowance (10.87) % (22.17) % Non-deductible compensation (8.68) % — % Other 0.26 % 0.26 % Total rate (0.04) % 0.11 % The Company's net deferred tax assets consisted of the following (in thousands): December 31, 2022 2021 Net operating loss carryforwards $ 436,871 $ 393,967 Intangibles 5,359 4,719 Capitalized research and development 13,476 — Research and development credits 8,972 7,221 Accruals and other reserves 18,053 18,386 Inventory reserve 14,618 10,415 Stock-based compensation 9,099 34,622 Lease liability 5,704 6,546 Other 2,297 2,427 Deferred tax assets before valuation allowance 514,449 478,303 Valuation allowance (500,759) (459,885) Deferred tax assets after valuation allowance 13,690 18,418 Deferred tax liability on fixed assets (9,119) (13,107) Deferred tax liability on ROU Asset (4,571) (5,311) Net deferred tax assets $ — $ — As of December 31, 2022, the Company recorded a valuation allowance of $500.8 million for the portion of the deferred tax assets that the Company does not expect to be realized. The valuation allowance on the Company's net deferred tax assets increased by $40.9 million and $92.0 million during the years ended December 31, 2022 and 2021, respectively. The changes in valuation allowance are primarily due to additional U.S. deferred tax assets and liabilities incurred in the respective year. The Company continues to monitor the realizability of the U.S. deferred tax assets taking into account multiple factors, including the results of operations, historic losses and magnitude of excess tax deductions for stock-based compensation. The Company intends to continue maintaining a full valuation allowance on the Company's U.S. deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of all, or a portion, of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. As of December 31, 2022, the Company had $1,723.9 million and $1,281.2 million of federal and state net operating loss (“NOL”) carryforwards, respectively, available to offset future taxable income. The federal and state NOL carryforwards, if not utilized, will generally begin to expire starting in 2023. Of the total federal NOL carryforwards, $1,300.4 million were generated post December 31, 2017 and have no expiration. As of December 31, 2022, the Company had research and development tax credits available to offset federal and California tax liabilities in the amount of $8.2 million and $12.3 million, respectively. Federal credits will begin to expire in 2027 and California state tax credits have no expiration. The federal and state NOLs and credit carryforwards are subject to change of ownership limitations provided by the Internal Revenue Code and similar state provisions. In general, if the Company experiences a greater than 50 percentage point aggregate change in ownership over a 3-year period (a “Section 382 ownership change”), utilization of its pre-change NOL and credit carryforwards are subject to an annual limitation. In addition, certain attributes are subject to annual limitations as a result of the acquisition of ioTium, which constitutes a change in ownership as defined under Section 382. Such limitations may result in expiration of a portion of the carryforwards before utilization. The Company’s ability to use NOL carryforwards, research and development credit carryforwards and other tax attributes to reduce future taxable income and liabilities may be further limited as a result of future changes in stock ownership. As a result, if the Company earns net taxable income, its ability to use pre-change NOL carryforwards or other pre-change tax attributes to offset United States federal and state taxable income may still be subject to limitations, which could potentially result in an increased future tax liability. The Company has experienced ownership changes since its inception and there have been limitations on net operating losses and tax credits, which have resulted in tax attributes being permanently written-off against its deferred tax assets. The Company maintained undistributed earnings overseas as of December 31, 2022. As of December 31, 2022, the Company believed the funds held by all non-US subsidiaries will be permanently reinvested outside of the U.S. However, if these funds were repatriated to the U.S. or used for U.S. operations, the Company may be subject to withholding taxes in the foreign countries. As a result of tax reform, the Company’s unrepatriated earnings are no longer subject to federal income tax in the U.S. when distributed. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, NOL carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to the tax depreciation methods for qualified improvement property. The CARES Act had an immaterial impact on the Company's income taxes in fiscal year 2022 and 2021. Uncertain Tax Positions The Company establishes reserves for uncertain tax positions based on the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company performs a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Although the Company believes it has adequately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties. The following table summarizes the activity related to the Company's gross unrecognized tax benefits (in thousands): Year Ended December 31, 2022 2021 Balance at beginning of year $ 8,357 $ 6,593 Decreases related to prior year tax positions — — Increases related to prior year tax positions 89 — Increases related to current year tax positions 1,819 1,764 Balance at end of year $ 10,265 $ 8,357 The balance of gross unrecognized tax benefits as of December 31, 2022 and 2021 was $10.3 million and $8.4 million, respectively, none of which would affect the Company's income tax expense if recognized. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. It is the Company's policy to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2022, the Company had no accrued interest and penalties related to uncertain tax positions. The Company currently has no federal, state or foreign tax examinations in progress, nor has it had any federal, state or foreign examinations since inception. The Company files U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2007 through 2022 tax years generally remain subject to examination by U.S. federal and California state tax authorities due to the Company's NOL carryforwards. For significant foreign jurisdictions, the 2016 through 2022 tax years generally remain subject to examination by their respective tax authorities. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 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): Fiscal year ended December 31, 2022 2021 Net loss $ (337,089) $ (342,978) Weighted-average shares outstanding, basic and diluted 215,558,271 173,692,582 Net loss per share, basic and diluted $ (1.56) $ (1.97) As a result of the Merger, the weighted-average number of shares of common stock used in the calculation of net loss per share have also been retroactively converted by applying the Exchange Ratio. For the fiscal year ended December 31, 2022, common stock equivalents consisted of stock options, restricted stock units, warrants, and Convertible Notes. For the fiscal year ended December 31, 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: December 31, 2022 2021 Stock options to purchase common stock 24,021,790 27,582,170 Unvested restricted stock units 15,244,947 142,652 Warrants to purchase common stock 27,594,549 21,311,920 Convertible Notes (on an as-converted basis) 98,830,563 — Total 165,691,849 49,036,742 The 4,970,000 Sponsor Earn-Out Shares are excluded from basic and diluted net loss per share as such shares are contingently recallable until the share price of the Company exceeds specified thresholds that have not been achieved as of December 31, 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 December 31, 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 13 , the common stock equivalents subject to the Officer RSUs were excluded from the anti-dilutive table, as the underlying shares were contingently issuable since the share price of the Company had not exceeded the specified thresholds. As of December 31, 2021, the thresholds for the Officer RSUs had not been achieved, and 11,500,000 RSUs for the Officer RSUs are outstanding. As of December 31, 2022, due to the Amendment, the underlying shares are no longer contingently issuable and 6,075,000 unvested Officer RSUs are included in the anti-dilutive table. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Purchasers of the Convertible Notes include affiliates of RXR, a party with which the Company has an existing commercial relationship and with which it has engaged in and continues to engage in corporate transactions. Net proceeds from the issuance of Convertible Notes to RXR was $109.0 million after deducting fees and offering expenses and the Company has incurred $2.0 million interest expense on the Convertible Notes issued to RXR, which is accrued within other liabilities on the Consolidated Balance Sheet as of December 31, 2022. 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 for the year ended December 31, 2022. The Company recognized revenue from RXR, or an agent acting on behalf of RXR, of $13.4 million during the twelve months ended December 31, 2022, respectively. In addition, the Company had $4.2 million in deferred revenue, $8.7 million in contract loss accruals, no contract assets associated with contracts with RXR, $7.4 million accounts receivables due from RXR or an agent acting on behalf of RXR, and no accounts payable due to RXR as of December 31, 2022. As discussed in Note 12 , the Company issued the RXR Warrants to RXR FP on October 25, 2022. Refer to Note 12 for further information on the RXR Warrants. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 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. Convertible Note Conversion On January 12, 2023, holders of $18.0 million in aggregate principal amount of the Company’s Convertible Notes exercised their right to convert their notes into shares at the conversion price of $1.07 per share. As a result, the Company issued 16,822,429 shares of its Class A common stock, par value $0.0001 per share. Restructuring Plan On March 27, 2023, the Company’s board of directors approved a restructuring plan to reduce structural costs, including its workforce. Pursuant to the plan, the Company expects to decrease overall headcount by approximately 170 employees, which represents approximately 23% of full-time employees as of March 28, 2023. The reduction in workforce is expected to be substantially implemented in March 2023. The Company expects to incur a one-time charge of approximately $5 million in the first quarter of 2023 related to the restructuring plan, consisting primarily of one-time severance payments upon termination of the employees impacted by the reduction in force and continued benefits for a specific period of time with related cash payments expected to be substantially paid out by April 30, 2023. The Company expects such payments to be the only direct expense of the reduction in workforce. The Company does not expect to recognize a stock-based compensation expense for impacted employees related to vested awards and does not anticipate modifying the affected employees’ stock awards in a manner that would result in additional expenses. The severance-related and non-cash charges that the Company expects to incur in connection with, or as a result of, the workforce reduction, are subject to a number of assumptions, and actual results may differ materially. The estimated charges that the Company expects to incur are subject to a number of assumptions, and actual results may differ materially from these estimates. The Company may also incur additional costs not currently contemplated due to unanticipated events that may occur as a result of, or that are associated with, its workforce reduction. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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. The Company has also devoted significant resources to enable its new View Smart Building Platform, a new offering beginning in 2021. On March 8, 2021 (the “Closing Date” or “Closing”), CF Finance Acquisition Corp. II (“CF II”), a Delaware corporation, consummated the previously announced merger pursuant to an Agreement and Plan of Merger, dated November 30, 2020 (the “Merger Agreement”), by and among CF II, PVMS Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CF II (“Merger Sub”), and View, Inc. (hereinafter referred to as “Legacy View”). Pursuant to the Merger Agreement, a business combination between CF II and Legacy View was effected through the merger of Merger Sub with and into Legacy View, with Legacy View (the “Business Combination”) surviving as the surviving company and as a wholly-owned subsidiary of CF II (the “Merger” and collectively with the other transactions described in the Merger Agreement, the “Transactions”). On the Closing Date, CF II changed its name from CF Finance Acquisition Corp. II to View, Inc. and Legacy View changed its name to View Operating Corporation. On March 8, 2021, the Company completed the Transactions and raised net proceeds of $771.3 million, net of transaction costs of $43.9 million. In conjunction with the Transactions, the Company repaid in full the revolving debt facility of $276.8 million, including accrued interest and future interest through maturity of the notes of $26.8 million. See Note 2 for additional information regarding the reverse recapitalization. |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial reporting and reflect the financial position, results of operations and cash flows of the Company. The Company’s consolidated financial statements include the accounts of View, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company's fiscal year ends on December 31. As a result of the Transactions completed on March 8, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted in an amount determined by application of the exchange ratio of 0.02325 (“Exchange Ratio”), which was based on Legacy View’s implied price per share prior to the Merger. All amounts are presented in U.S. dollars ($). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and the accompanying notes. Significant estimates include the warranty accrual, the fair value of common stock prior to reverse recapitalization and other assumptions used to measure stock-based compensation, the fair value of the redeemable convertible preferred stock, warrants, sponsor earn-out liability, and the estimation of costs to complete the performance obligations under contracts for revenue recognition. Other estimates include the fair value of acquired intangible assets and their respective useful lives, the determination of standalone selling price of various performance obligations, the valuation of deferred tax assets and uncertain income tax positions, and the recoverability of long-lived assets. The Company bases its estimates on historical experience, the current economic environment, and on assumptions that it believes are reasonable under the circumstances. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. The Company adjusts such estimates and assumptions when facts and circumstances dictate which may require significant judgment. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ significantly from these estimates. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable. Cash and cash equivalents are held by domestic financial institutions with high credit standings. Such deposits may, at times, exceed federally insured limits. As of December 31, 2022, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the year ended December 31, 2022, three customers represented greater than 10.0% of total revenue, accounting for 13.2%, 12.9%, and 11.0% of total revenue, respectively. For the year ended December 31, 2021, two customers represented greater than 10.0% of total revenue, accounting for 12.2% and 11.8% of total revenue, respectively. Two customers accounted for 27.3% of accounts receivable, net as of December 31, 2022, including 17.3% and 10.0%, respectively. Four customers accounted for 53.0% of accounts receivable, net as of December 31, 2021, including 15.2%, 13.3%, 12.8% and 11.8%, 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. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with original maturities from the date of purchase of three months or less to be cash equivalents. Cash equivalents are invested in demand deposits, U.S. Treasury bills, or money market mutual funds. Demand deposits and U.S Treasury bills are carried at cost, which approximates fair value, and money market funds are reported at fair value based upon quoted market prices. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with original maturities from the date of purchase of three months or less to be cash equivalents. Cash equivalents are invested in demand deposits, U.S. Treasury bills, or money market mutual funds. Demand deposits and U.S Treasury bills are carried at cost, which approximates fair value, and money market funds are reported at fair value based upon quoted market prices. |
Restricted Cash | Restricted Cash The Company is required by its bank to collateralize letters of credit issued to the Company’s lessors, suppliers, customers, utility providers, and for the Company’s purchasing card program. All amounts in restricted cash as of December 31, 2022 and 2021 represent funds held in certificates of deposit and are stated at cost, which approximates fair value. Restricted cash is classified as current or non-current on the consolidated balance sheets based on the remaining term of the restriction. |
Short Term Investments | Short Term Investments The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. The Company's portfolio of marketable debt securities is primarily comprised of Commercial Paper, Corporate Notes or Bonds, U.S. Treasury bills, and U.S. government securities, which are classified as available-for-sale. The Company reevaluates such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value. Unrealized gains or losses are reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. Realized gains and losses earned upon the sale or maturity of available-for-sale securities are derived using the specific-identification method, and amortization of premiums and accretion of discounts are reported in other expense, net in the consolidated statements of comprehensive loss. |
Fair Value Measurement of Financial Assets and Liabilities | Fair Value Measurement of Financial Assets and Liabilities Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. U.S. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions. Cash equivalents relating to demand deposits and U.S. Treasury bills, accounts receivable, and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments. Short-term and long-term debt associated with the term loan is carried at amortized cost, which approximates its fair value. The Convertible Notes are carried at amortized cost and their fair value is determined using Level 3 inputs, as discussed further in Note 10 |
Accounts Receivable, Net of Allowances | Accounts Receivable, Net of AllowancesAccounts receivable consists of current trade receivables due from customers recorded at invoiced amount, net of allowances for credit losses. Judgment is required in assessing the realization of these receivables, including the current creditworthiness of each customer and related aging of the past-due balances. The Company records accounts receivable at the invoiced amount. The Company maintains an allowance for credit losses to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, the customer’s current financial condition, and considers macroeconomic factors to estimate expected future credit losses. |
Contract Assets and Liabilities and Revenue Recognition | Contract Assets and Liabilities Billing practices for certain contracts with customers are governed by the contract terms of each project based on (i) progress toward completion approved by the owner, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method. The Company records contract assets and contract liabilities to account for these differences in timing. Certain contracts under which we perform work contain retainage provisions. Retainage refers to amounts that we have billed to the customer, but such amounts are being held for payment by the customer pending satisfactory completion of the project. Retainage on active contracts is classified as a current asset regardless of the term of the contract and is generally collected within one year of the completion of a contract. Other contract assets arise when the Company recognizes revenues for performance under its contracts, but the Company is not yet entitled to bill the customer under the terms of the contract. Once amounts are billed to customers, the asset is classified within accounts receivable, net of allowances. Contract liabilities represent the Company’s obligation to provide goods or services to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Contract liabilities are presented as deferred revenue on the consolidated balance sheets. Revenue Recognition The Company has historically generated revenue from (i) the manufacturing and sale of View Smart Glass IGUs, that are coated on the inside with a proprietary technology and are designed and built to customer specifications that include sizes for specific windows, skylights, and doors in specified or designated areas of a building and (ii) selling the View Smart Glass CSS, which includes electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors that when combined with the IGUs enable the IGUs to tint. Also included in CSS is a system design, in which a design document is provided to lay out the IGUs, as well as a commissioning service, in which the installed IGUs and CSS components are tested and tinting configurations are set by the Company. For this Smart Glass products offering, View serves as a materials provider to its Smart Glass customers, which are typically glaziers for IGUs and low-voltage electricians (“LVE”) or General Contractors (“GC”) for CSS. Under View’s Smart Glass product offering, when the owner, tenant or developer of the building approves of the use of View products, a non-binding letter of understanding with the owner, tenant or developer is signed. The Company subsequently enters into the legally enforceable supplier contracts with its Smart Glass customers (i.e., glaziers for IGUs and LVEs or GCs for CSS), to deliver the Smart Glass products and services. For Smart Glass projects, the Company does not have a role in the assembly nor the installation of the framed IGUs. The design of the integrated platform, as well as assembly and installation of the IGUs and the electrical components included in the CSS is performed by the Smart Glass customers. The Company performs a commissioning service under the CSS contract after its customers have completed installation of the IGUs and CSS electrical components. Additionally, in limited circumstances, the Company contracts to provide extended or enhanced warranties of its products in addition to its standard assurance warranty, which are recognized as revenue over the respective term of the warranty period. During 2021, the Company entered into and commenced work on the first contract under its new product offering, View’s Smart Building Platform. In these types of arrangements, the Company contracts with the Smart Building Platform customers, which are typically the owners, tenants or developers of buildings, or the general contractor acting on behalf of the Company’s customers. With View's Smart Building Platform, the smart building network serves as the backbone of the offering and is integrated by View into the building envelope system along with the View Smart Glass IGUs, which serve as individual nodes on the building network. This platform also enables the Company's Smart Building Technologies product offerings, as more fully described further below, to also be integrated as additional nodes on View’s smart building network and tailored to the customer's specific needs depending upon their desired smart building functionality. In these arrangements View takes responsibility for all activities needed to fulfill its single performance obligation of transferring control to the customer of a fully operational Smart Building Platform deliverable; from design, fabrication, installation, integration, commissioning, and testing. Underlying these activities is View’s responsibility for performing an essential and significant service of integrating each of the inputs of its completed solution. These inputs include View’s smart network infrastructure and IGUs, both of which are integrated into the window glazing system, which is fabricated by an unrelated subcontractor contracted by View to work on its behalf, as well as designing how the entire Smart Building Platform will be integrated and installed into the customer’s architectural specifications for the building that is being constructed or retrofitted. View’s integration services also include the activities of installing, commissioning and testing to enable the transfer of a complete and operational system. The Company also uses subcontractors it selects and hires for portions of the installation labor. Given that View is responsible for providing the service of integrating each of the inputs into a single combined output, View controls that output before it is transferred to the customer and accordingly, View is the principal in the arrangement and will recognize the entire arrangement fee as its revenue, with any fees that View pays to its subcontractors recognized in its cost of revenue. Other factors present in these arrangements that support the assertion that View controls the deliverable before it is transferred to the customer include: the customer considers View to be primarily responsible for fulfilling the promise to provide a fully integrated Smart Building Platform, View has significant inventory risk, and it has complete discretion in the price negotiated with all parties engaged by View, including the customer, subcontractors, and third-party suppliers. Lastly, View determines how it will fulfill these arrangements and has complete discretion over the contracting of subcontractors to work on its behalf as well as the pricing discretion over these subcontractor arrangements. The pricing discretion that View exercises, both with respect to the customer as well as with View’s subcontractors, can often result in View having all of the risk of loss on the contract, as the performance obligation promised to the customer included within these contracts is generally in exchange for fixed fees while payments made to the subcontractors are based on cost plus margin or fixed fee arrangements. The Company's Smart Building Technologies includes a suite of products that are either integrated into the View Smart Building Platform, added-on to View Smart Glass contracts or sold separately, and (i) transform View smart windows into transparent, digital, interactive surfaces to enable immersive experiences, (ii) provide the ability to measure and optimize certain environmental variables, (iii) provide the customer the ability to self-monitor for intrusions, (iv) provide a platform to aggregate building and tenant data into a consolidated dashboard to optimize every aspect of building operations and workplace experience or (v) provide a hosted platform to facilitate smart and secure management of global networked assets. These offerings have either been internally developed by the Company, such as View Immersive Experiences, and View Sense, or have been acquired through the Company's acquisition of ioTium and WorxWell, such as View Secure Edge, View Remote Access, View Building Performance, and View Workplace Experience. When these products are integrated into the View Smart Building Platform, such offerings are included as part of the full contract with the customer. When these products are added-on to Smart Glass contracts or sold separately, the Company contracts separately with the customer to provide such items. Revenue generated from these products has not been material to date. View recognizes revenue as or when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. View determines revenue recognition through the following five steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue as or when the entity satisfies a performance obligation. Contracts for View’s Smart Building Platform When a customer elects to purchase the Smart Building Platform, View signs legally enforceable contracts directly with the building owner/developers or their GC, acting on their behalf, for delivery of the Smart Building Platform. The Company enters into legally binding trade contracts with the customer that outlines the rights and obligations of the Company, including specifications of the integrated platform to be provided. The promises to the customer included within these contracts, as described above, are integrated and highly interdependent, and they must work seamlessly together to deliver a fully functional Smart Building Platform. As the Company performs a significant service of integrating the promised goods and services into a combined output, these contracts constitute a single, combined performance obligation. The contracting for these Smart Building Platform arrangements with building owners, real estate developers, or their agents, is subject to significant negotiations. Accordingly, each of these contracts must be evaluated on the terms and conditions of the underlying agreement based on their individual facts and circumstances. The Company determines the transaction price based on the consideration expected to be received, which is the contract price. When the contract contains payment terms that are extended beyond one year or other financing arrangements in conjunction with the contract, a significant financing component may exist. In such cases, the Company adjusts the contract price at an amount that reflects the cash selling price. Payment terms may vary but are generally net 30 days from request for payment. As the View Smart Building Platform is typically a single performance obligation, the entire transaction price is allocated to this performance obligation. The Company recognizes revenue over time using a cost-to-cost input method where progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Recognizing revenue using a cost-to-cost input method provides an objective measure of progress and thereby best depicts the extent of transfer of control to the customer. Management judgment is required to estimate the progress towards completion. Significant changes in this estimate could affect the profitability of the Company’s contracts. Changes to estimated profit on contracts are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract’s progress towards fulfillment of the performance obligation. When the total estimated costs for a contract exceed contracted revenue, an accrual for the loss on the contract is recognized as cost of revenue at the time of contract execution. As actual costs are incurred that are in excess of revenue recognized, they are recorded against the loss accrual, which is therefore reduced. Change orders are modifications of an original contract that effectively change the existing provisions of the contract without adding new provisions or terms. Change orders may include changes in specifications or designs, manner of performance, materials and period of completion of the work. Either the Company or our customers may initiate change orders. The Company has had an immaterial amount of change orders to date, and has recognized these as a contract modification when the change order is approved. Contracts for View Smart Glass Under View’s Smart Glass product offering, the Company is a provider of building materials in the form of IGUs and CSS. These materials are designed and fabricated by the Company in order to meet the building-site specifications of the end user, which is typically the owner, tenant or developer of buildings. When the end user approves of the use of View products, a non-binding letter of understanding with the owner, tenant or developer is signed. The Company subsequently enters into the legally enforceable supplier contracts with its Smart Glass customers (i.e., glaziers for IGUs and LVEs or GCs for CSS), to deliver the Smart Glass products and services. The glaziers and LVEs are subcontracted by the end user and are responsible for the installation of the Smart Glass products at the building-site. The Company enters into separate legally binding agreements with both the glazier and the LVE or GC to deliver IGUs and CSS, respectively, who are unrelated parties and therefore such contracts cannot be combined and accounted for as a single contract. Contracts with glaziers for IGUs include the promise to provide multiple customized IGUs. Each IGU represents a distinct and separate single performance obligation as the customer can benefit from each unit on its own. Each unit is separately identifiable, and does not modify or customize other units. The Company determines the transaction price based on the consideration expected to be received, which is generally the contractual selling price. Since the IGUs are customized to meet the building-site specifications of the ultimate end customer and have no alternative use to the Company and the Company has contractually enforceable rights to proportionate payment of the transaction price for performance completed to date, the Company recognizes revenue over time as each IGU is manufactured using a cost-to-cost input method. Recognizing revenue using a cost-to-cost input method best depicts the Company’s performance in transferring control of the IGUs to the customer. The amount of work in process at the end of any financial reporting period has historically been insignificant. The Company’s contracts to deliver CSS to the customer, typically LVEs or GCs, contain multiple performance obligations for each promise in the CSS arrangement. Each of the identified promises, including electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors, and professional services to provide a system design and commission the installed products are capable of being distinct and each promise is separately identifiable in the context of the contract. This assessment requires management to make judgments about the individual promised good and service and whether each good and service is separable from the other goods and services in the contract. The Company determines the transaction price based on the consideration expected to be received, which is generally the contractual selling price. The Company allocates the transaction price to each performance obligation based on the relative standalone selling price. Management judgment is required in determining SSP for contracts that contain products and services for which revenue is recognized both over time and at a point in time, and where such revenue recognition transcends multiple financial reporting periods due to the timing of delivery of such products and services. SSP is estimated based on the price at which the performance obligation is sold separately. The Company recognizes revenue allocated to each performance obligation at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer. For the control panels and electrical components, transfer of control generally occurs at a point in time upon shipment or delivery of the product and revenue is recognized upon shipment. For the system design, transfer of control generally occurs upon customer acceptance and revenue is recognized upon customer acceptance. For the commissioning services, which have a relatively short period of time over which the services are provided, transfer of control generally occurs upon acceptance of the installed products by the end user and revenue is recognized upon customer acceptance. The allocation of transaction price for CSS contracts with performance obligations that cross multiple periods has not historically risen to a level that could have a material impact to reported revenues. In limited circumstances, the Company contracts to provide extended or enhanced warranties of our products outside of the terms of its standard assurance warranty, which are recognized as revenue over the respective term of the respective extended or enhanced warranty period. When the contract contains payment terms that are extended beyond one year or the Company enters into loan or financing arrangement in conjunction with the contract, a significant financing component may exist. In such cases, the Company adjusts the contract price at an amount that reflects the cash selling price. The Company uses a discount rate representing a borrowing rate had a separate financing transaction been entered between the two parties based on the customer’s creditworthiness. Contracts for View Smart Building Technologies The Company's Smart Building Technologies includes a suite of products that can be either integrated into the View Smart Building Platform, added-on to View Smart Glass contracts or sold separately. Our customers are typically the owners or tenants of buildings. Revenue generated from these products has not been material to date. Shipping and Handling Costs The Company considers shipping and handling activities as costs to fulfill the sales of products. Freight charged to customers is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue. Taxes Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from revenue. Contract Costs As the Company incurs incremental costs of obtaining contracts, they are evaluated for recoverability using the expected consideration. The Company currently incurs significant losses on its offerings and as such incremental costs to obtain contracts are not recoverable and are expensed as incurred. 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 December 31, 2022 was $10.9 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 December 31, 2022 and 2021 were $14.6 million and $11.5 million, respectively, and were included in other current assets. The progress billing schedules for these contracts result in timing differences as compared to the Company’s satisfaction of its performance obligation. Non-current contract assets as of December 31, 2022 and 2021 were $0.7 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 consolidated balance sheets. |
Inventories | 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 |
Property and Equipment, Net | Property and Equipment, NetProperty and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally two |
Internal Use Software | Internal Use Software Certain development costs associated with internal use software incurred during the application development stage are capitalized. Costs associated with preliminary project phase activities, training, maintenance and any post-implementation costs are expensed as incurred. Capitalized internal use software costs are normally amortized over an estimated useful life of 5 years once the related project has been completed and deployed for use. Such capitalized internal use software has not been material in any of the periods presented through December 31, 2022. |
Capitalized Software Development Costs | Capitalized Software Development CostsThe capitalization of software development cost for products to be marketed begins when a product’s technological feasibility has been established. Technological feasibility is established when a working model has been completed and the completeness of the working model has been confirmed by testing. Capitalization ends when the resulting product is available for general market release. Costs during the period prior to technological feasibility are expensed as incurred. The Company ensures that technological feasibility has been achieved for products to be marketed to external users before the release of those products. Capitalized software development costs are amortized using the straight-line amortization method over the estimated useful life of the applicable software. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events indicate that a potential impairment may have occurred. If such events arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded at the amount by which the carrying amount of the asset group exceeds the fair value of the assets, based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There were no impairments of long-lived assets during the years ended December 31, 2022 and 2021. |
Leases | Leases The Company’s lease portfolio includes leases for its manufacturing facility, office space and various types of equipment. The Company determines if an agreement contains a lease at the inception of a contract. All leases are assessed for classification as an operating lease or a finance lease. The Company does not have material finance leases. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within accrued expenses and other current liabilities on the Company’s consolidated balance sheets, and a noncurrent portion, presented separately on the Company’s consolidated balance sheets. The Company does not recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Operating lease liabilities are recognized at the present value of the lease payments required to be paid over the lease term. When the lease does not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The Company determines the applicable incremental borrowing rate at the lease commencement date based on the rates of its secured borrowings, which is then adjusted for the appropriate lease term and risk premium. ROU assets are recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets From time to time, the Company makes acquisitions of companies related to existing, complementary or new markets. The Company completed two acquisitions during the year ended December 31, 2021, which are further described in Note 6 . Acquisition-related costs were included in selling, general, and administrative expenses in the consolidated statements of operations and were immaterial for the year ended December 31, 2021. No acquisitions were completed in the year ended December 31, 2022. Goodwill is measured as the excess of the purchase price over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. Goodwill is not amortized but reviewed for impairment as of October 1 each fiscal year and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The evaluation of goodwill and other intangible assets for impairment requires the exercise of significant judgment. Other intangible assets are presented at cost, net of accumulated amortization, and are amortized over their estimated useful lives of 2 to 15 years using the straight-line method. Other intangible assets primarily include purchased technology. |
Product Warranties | Product Warranties The Company provides a standard assurance type warranty that its insulating glass units (“IGUs”) will be free from defects in materials and workmanship for generally 10 years from the date of delivery to customers. IGUs with sloped or laminated glass generally have a warranty of 5 or 10 years. Control systems associated with the sale of Controls, Software and Services (“CSS”) typically have a 5-year warranty. As part of the Company’s Smart Building Platform contracts, the Company generally warrants that the workmanship of the sub-assemblies and installation of the Smart Building Platform are free from defects and in conformance with the contract documents for one year from completion. In resolving warranty claims, the Company’s standard warranty terms provide that the Company generally has the option of repairing, replacing or refunding the selling price of the covered product. The Company has not been requested to and has not provided any refunds, which would be treated as a reduction to revenue, to date as of December 31, 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. 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 Company monitors warranty obligations and may make adjustments to its warranty liabilities if actual costs of product repair and replacement are significantly higher or lower than estimated. Accruals for anticipated future warranty costs are recorded to cost of revenue in the consolidated statements of comprehensive loss and included in other current liabilities and other liabilities on the consolidated balance sheet. Warranty liabilities are based on estimates of failure rates and future costs to settle warranty claims that are updated periodically, taking into consideration inputs such as changes in the volume of claims compared with the Company’s historical experience, and changes in the cost of servicing warranty claims. The estimated cost includes the Company’s expectations regarding future total cost of replacement, as well as fixed cost absorption as production increases. The Company accounts for the effect of changes in estimates prospectively. 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. |
Research and Development Expenses | Research and Development ExpensesResearch and development expenses include salaries and related personnel expenses, including stock-based compensation, materials and supplies used in pilot operations, payments to consultants, outside manufacturers, patent related legal costs, facility costs, depreciation, and travel expenses. Research and development costs, other than software development costs qualifying for capitalization, are expensed as incurred. |
Advertising Costs | Advertising Costs All costs of advertising are expensed as incurred. Advertising and promotion expenses included in selling, general and administrative expense were $1.2 million and $1.7 million for the years ended December 31, 2022 and 2021, respectively. |
Income Taxes | Income Taxes Income tax expense has been provided using the asset and liability method. Deferred tax assets and liabilities are determined based on the estimated future tax consequences attributable to differences between the financial statement carrying amounts and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. See Note 14 for further discussion of the Company's deferred tax assets and liabilities, and the associated valuation allowance. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within account payable and accrued liabilities on its consolidated balance sheets. Beginning in 2022, the 2017 tax reform act amended Section 174 to eliminate current-year deductibility of research or experimental (“R&E”) expenditures and software development costs (collectively, R&E expenditures) and instead require taxpayers to charge their R&E expenditures to a capital account amortized over 5 years (15 years for expenditures attributable to R&E activity performed outside the United States). As a result of this change, the Company generated a deferred tax asset for capitalized R&E expenditures for the year ended December 31, 2022. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based awards, including stock options and restricted stock units (“RSUs”) granted to employees and nonemployees, based on the estimated fair value as of the grant date. Awards with only service vesting conditions The fair value of stock option awards with only service conditions is estimated on the grant date using the Black-Scholes option-pricing model, which requires the input of assumptions, including the fair value of the underlying common stock, the expected term of the stock option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. These assumptions are subjective, generally require significant analysis and judgment to develop, and materially affect the fair value and ultimately how much stock-based compensation expense is recognized. The fair value of RSU awards with only service vesting conditions is based on the closing market price of the Company’s Class A Common Stock on the date of grant. The Company recognizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Awards with service vesting and market conditions |
Sponsor Earn-Out Liability | Sponsor Earn-Out LiabilityAt 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. 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. The aggregate fair value of the Sponsor Earn-Out Shares on the Closing date was estimated using a Monte Carlo simulation model. As of December 31, 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. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Prior to the Merger, the Company recorded all shares of redeemable convertible preferred stock at their respective fair values less issuance costs on the dates of issuance. Upon the Closing of the Merger, holders of these outstanding redeemable convertible preferred stock received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio. See Note 2 |
Employee Benefit Plan | Employee Benefit PlanThe Company maintains a 401(k)-retirement plan which is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. Employees are eligible to participate in the 401(k) plan on the first day of the month following the month in which they commence employment. Participants in the 401(k) plan are allowed to defer a portion of their compensation, not to exceed the Internal Revenue Service (the IRS) annual allowance contribution. In February 2019, the Company started making discretionary matching contributions to the 401(k) plan on behalf of employees who are eligible to participate in the 401(k) plan. The matching contribution is determined as 50% of employee’s salary deferral or 3% of employee’s 401(k) eligible earnings, whichever is less. |
Segment Reporting | Segment ReportingOperating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one reportable and operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of allocating resources and assessing performance. All material long-lived assets are maintained in the United States. |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities such that net income is attributed to common stockholders and participating securities based on their participation rights. All outstanding redeemable convertible preferred stock are considered to be participating securities as such stockholders participate in undistributed earnings with common stockholders. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of its redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Basic net loss per share attributable to common |
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 effective as of January 1, 2022. The adoption did not have an impact on the Company’s consolidated financial statements. 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. The Company adopted this standard effective as of January 1, 2022. There were no financial instruments outstanding as of January 1, 2022 that required the Company to apply the modified retrospective approach. The Company applied the amended guidance to the Convertible Notes issued during the year ended December 31, 2022. Refer to Note 10 for further information on the accounting for the Convertible Notes and Note 15 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 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 at March 8, 2021 was: Number of Shares Common stock of CF II outstanding prior to the Merger 1 62,500,000 Less redemption of CF II shares (12,587,893) CF II Sponsor Earnout Shares outstanding prior to the Merger 1,100,000 Common stock of CF II 51,012,107 Shares issued in PIPE financing 42,103,156 Shares issued for in kind banker fee payment 750,000 Merger and PIPE financing shares 42,853,156 Legacy View shares converted 2 123,211,449 Total 217,076,712 _______________________ 1 Includes CF II Class A shareholders of 50,000,000 and CF II Class B shareholders of 12,500,000. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Companys Revenue | The following table summarizes the Company’s revenue by products and services (in thousands): Year Ended December 31, 2022 2021 Revenue: Products $ 92,105 $ 69,779 Services 9,223 4,228 Total $ 101,328 $ 74,007 The following table summarizes the Company's revenue by major product offering (in thousands): Year Ended December 31, 2022 2021 Revenue: Smart Building Platform $ 55,356 $ 28,686 Smart Glass 34,982 41,740 Smart Building Technologies 10,990 3,581 Total $ 101,328 $ 74,007 The following table summarizes the Company's revenue by geographic area, which is based on the shipping address of the customers (in thousands): Fiscal Year Ended December 31, 2022 2021 Revenue: United States $ 91,132 $ 63,519 Canada 10,128 9,555 Other 68 933 Total $ 101,328 $ 74,007 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 66,614 $ — $ — $ 66,614 Total cash equivalents 66,614 — — 66,614 Restricted cash Certificates of deposit — 18,308 — 18,308 Short-term investments — 102,284 — 102,284 Total assets measured at fair value $ 66,614 $ 120,592 $ — $ 187,206 Convertible Notes ( Note 10 ) $ — $ — $ 199,163 $ 199,163 Sponsor earn-out liability — — 506 506 Private warrants liability — — 7 7 Total liabilities measured at fair value $ — $ — $ 199,676 $ 199,676 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 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances for the level 3 financial liabilities measured at fair value using significant unobservable inputs (in thousands): Convertible Notes Sponsor Private Warrants Redeemable Balance as of December 31, 2020 $ — $ — $ — $ 12,323 Additions during the period — 26,443 589 — Change in fair value — (18,819) (415) (5,056) Reclass to additional paid-in-capital upon Closing — — — (7,267) Balance as of December 31, 2021 $ — $ 7,624 $ 174 $ — Additions during the period 212,300 — — — Change in fair value (13,137) (7,118) (167) — Balance as of December 31, 2022 $ 199,163 $ 506 $ 7 $ — |
Summary of Gain (Loss) in Fair Value | The following table summarizes the gain on fair value change, net (in thousands): Fiscal year ended December 31, 2022 2021 Sponsor Earn-out Liability $ (7,118) $ (18,819) Private Warrants (167) (415) Redeemable Convertible Preferred Stock Warrants — (5,056) Gain on fair value change, net $ (7,285) $ (24,290) |
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: December 31, 2022 December 31, 2021 Stock price $0.96 $3.91 Expected volatility 69.25% 52.50% Risk free rate 4.22% 1.12% Expected term (in years) 3.2 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: December 31, 2022 December 31, 2021 Stock price $0.96 $3.91 Expected volatility 69.25% 52.50% Risk free rate 4.32% 1.04% Expected term (in years) 2.7 3.7 Expected dividends 0% 0% The market-based assumptions used in the valuations include the following: March 8, 2021 (Closing Date) December 31, 2021 Expected volatility 52%-75% 70% Expected term (in years) 0.08-7.71 2.0 Expected dividends 0% 0% Risk-free rate 0.04%-1.28% 0.1% Discount for lack of marketability 5.0%-33.0% 11%-55% RXR Warrants - Time Vested Expected volatility 71.6% Expected terms (in years) 10.0 Expected dividends 0% Risk-free rate 4.06% The estimated grant date fair value for the RXR Warrants with both time and market vesting conditions were determined by using the Monte Carlo Simulation valuation model based on the following key assumptions: RXR Warrants - Time and Market Vested Expected stock price $1.16 Expected volatility 71.6% Risk-free rate 3.83% Expected terms (in years) 10.0 Expected dividends 0% |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net consisted of the following (in thousands): Estimated Useful Lives December 31, (in Years) 2022 2021 Testing and chamber equipment 7 $ 14,200 $ 14,267 Tenant improvements 2-15 43,276 42,608 Plant and manufacturing equipment 7-12 159,635 156,560 Computer hardware and software 5 23,396 21,079 Furniture and fixtures 7 3,867 3,809 Construction in progress 174,257 165,165 Property and equipment, gross 418,631 403,488 Less: Accumulated depreciation (156,271) (135,087) Property and equipment, net $ 262,360 $ 268,401 |
Other Balance Sheet Informati_2
Other Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents, and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows consisted of the following (in thousands): December 31, 2022 2021 Cash $ 29,244 $ 33,581 Cash equivalents 66,614 247,500 Cash and cash equivalents 95,858 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,448 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 114,165 $ 297,543 |
Schedule of Restrictions on Cash and Cash Equivalents | Cash, cash equivalents, and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows consisted of the following (in thousands): December 31, 2022 2021 Cash $ 29,244 $ 33,581 Cash equivalents 66,614 247,500 Cash and cash equivalents 95,858 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,448 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 114,165 $ 297,543 |
Schedule of Short-term Investments | Short-term investments consisted of the following: December 31, 2022 Amortized Cost Unrealized Gain/(Loss) Fair Value Commercial Paper $ 59,684 $ — $ 59,684 Corporate Notes/Bonds 4,914 — 4,914 U.S. Treasuries 31,804 — 31,804 U.S. Government Agencies 5,882 — 5,882 Total short-term investments $ 102,284 $ — $ 102,284 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): December 31, 2022 2021 Goodwill $ — $ 8,997 Purchased technology and other intangible assets, net 5,023 7,239 Note receivable 6,999 — Deposits with supplier 1,615 7,566 Other 11,877 5,691 Other assets $ 25,514 $ 29,493 |
Schedule of Accrued Liabilities | Accrued compensation consisted of the following (in thousands): December 31, 2022 2021 Accrued vacation $ 3,841 $ 4,693 Other 5,958 4,815 Accrued compensation $ 9,799 $ 9,508 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Warranty accrual ( Note 7 ) 10,236 8,868 Contract loss accrual ( Note 3 ) 12,848 17,240 Environmental settlement accrual ( Note 8 ) 1,450 2,950 Lease liability ( Note 9 ) 3,949 3,581 Subcontractor accrual 18,435 2,554 Other 25,492 24,263 Accrued expenses and other current liabilities $ 72,410 $ 59,456 Other Liabilities Other liabilities consisted of the following (in thousands): December 31, 2022 2021 Warranty accrual ( Note 7 ) $ 29,337 $ 33,388 Legal settlement liability ( Note 8 ) 5,794 7,834 Contract loss accrual ( Note 3 ) 2,136 3,422 Environmental settlement accrual ( Note 8 ) 3,000 2,000 Accrued interest 3,309 — Other 3,519 3,893 Other liabilities $ 47,095 $ 50,537 |
Product Warranties (Tables)
Product Warranties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Liability | Changes in warranty liabilities are presented below (in thousands): Fiscal Year Ended December 31, 2022 2021 Beginning balance $ 42,256 $ 47,678 Accruals for warranties issued 1,626 1,551 Changes to estimates of volume and costs 2,004 1,234 Settlements made (6,313) (8,207) Ending balance $ 39,573 $ 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 $ 10,236 $ 8,868 Warranty liability, noncurrent, ending balance $ 29,337 $ 33,388 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets as follows (in thousands): December 31, 2022 2021 Litigation settlement liability - current $ 3,000 $ — Litigation settlement liability - non-current 5,794 7,834 Total litigation settlement liability $ 8,794 $ 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 consolidated balance sheets as follows (in thousands): December 31, 2022 2021 Environmental settlement liability - current $ 1,450 $ 2,950 Environmental settlement liability - non-current 3,000 2,000 Total environmental settlement liability $ 4,450 $ 4,950 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | Lease assets and lease liabilities as of December 31, 2022 and 2021 were as follows: December 31, Leases Classification on Balance Sheet 2022 2021 Assets Operating leases ROU assets $ 18,485 $ 21,178 Finance leases Property and equipment, net 622 1,163 Total ROU assets $ 19,107 $ 22,341 Liabilities Current Operating leases Accrued expenses and other current liabilities $ 3,408 $ 3,050 Finance leases Accrued expenses and other current liabilities 541 531 Non-current Operating leases Lease liabilities 19,589 22,997 Finance leases Other liabilities 78 619 Total lease liabilities $ 23,616 $ 27,197 The following table presents the weighted-average remaining lease terms and discount rates related to leases as of December 31, 2022 and 2021: December 31, 2022 2021 Weighted average remaining lease term (years) Operating leases 5.32 years 6.26 years Finance leases 0.97 years 1.94 years Weighted average discount rate Operating leases 9.42 % 9.42 % Finance leases 7.31 % 7.41 % |
Components of Lease Expense And Supplemental Cash Flow Information | The components of lease expense for the years ended December 31, 2022 and 2021 were as follows: Fiscal year ended December 31, 2022 2021 Operating lease cost $ 5,015 $ 5,557 Short-term lease cost 772 609 Finance lease cost Amortization of ROU assets 506 1,233 Interest expense 67 130 Total lease cost $ 6,360 $ 7,529 Supplemental cash flow information related to our leases are as follows: Fiscal year ended December 31, Cash paid for amounts included in the measurement of lease liabilities 2022 2021 Operating cash flows for operating leases $ 5,373 $ 5,787 Operating cash flows for finance leases 67 130 Financing cash flows for finance leases $ 531 $ 1,278 |
Summary of Future Minimum Rental Payments | The following table presents the maturities of our lease liabilities under non-cancellable leases as of December 31, 2022: Fiscal year ended December 31, Operating Leases Finance Leases Total 2023 $ 5,432 $ 567 $ 5,999 2024 5,367 79 5,446 2025 5,291 — 5,291 2026 5,380 — 5,380 2027 5,537 — 5,537 Thereafter 2,555 — 2,555 Total lease payments $ 29,562 $ 646 $ 30,208 Less: Interest 6,565 27 6,592 Total lease liabilities $ 22,997 $ 619 $ 23,616 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt outstanding consisted of the following (in thousands): December 31, 2022 2021 Convertible Notes, net of debt issuance costs $ 206,347 $ — Term loan 13,960 15,430 Total debt 220,307 15,430 Debt, current 1,470 1,470 Debt, non-current $ 218,837 $ 13,960 |
Schedule of Estimated Principal Payments on all Debt Outstanding | Principal payments on all debt outstanding as of December 31, 2022 are estimated as follows (in thousands): Fiscal year ended December 31, Total 2023 $ 1,470 2024 1,470 2025 1,470 2026 1,470 Thereafter 214,427 Total $ 220,307 |
Convertible Notes | The following table presents the Company’s convertible debt outstanding (in thousands): December 31, 2022 Gross amount Debt discount and issuance costs Carrying amount Estimated fair value Convertible Notes $ 212,308 (5,961) $ 206,347 $ 199,163 The following table presents the Company’s interest expense related to convertible debt (in thousands): Year Ended December 31, 2022 Contractual interest expense $ 3,309 Amortization of debt discount and issuance costs 389 Total interest expense $ 3,698 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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) — 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 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 October 2022 Common stock (in connection with the Strategic Agreement with RXR FP 9,511,128 — 0.01 October 2032 Total stock warrants 30,764,925 21,311,920 |
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: December 31, 2022 December 31, 2021 Stock price $0.96 $3.91 Expected volatility 69.25% 52.50% Risk free rate 4.22% 1.12% Expected term (in years) 3.2 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: December 31, 2022 December 31, 2021 Stock price $0.96 $3.91 Expected volatility 69.25% 52.50% Risk free rate 4.32% 1.04% Expected term (in years) 2.7 3.7 Expected dividends 0% 0% The market-based assumptions used in the valuations include the following: March 8, 2021 (Closing Date) December 31, 2021 Expected volatility 52%-75% 70% Expected term (in years) 0.08-7.71 2.0 Expected dividends 0% 0% Risk-free rate 0.04%-1.28% 0.1% Discount for lack of marketability 5.0%-33.0% 11%-55% RXR Warrants - Time Vested Expected volatility 71.6% Expected terms (in years) 10.0 Expected dividends 0% Risk-free rate 4.06% The estimated grant date fair value for the RXR Warrants with both time and market vesting conditions were determined by using the Monte Carlo Simulation valuation model based on the following key assumptions: RXR Warrants - Time and Market Vested Expected stock price $1.16 Expected volatility 71.6% Risk-free rate 3.83% Expected terms (in years) 10.0 Expected dividends 0% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercisable | The following table summarizes the activity under the 2021 Plan (in thousands, except per share data and contractual term) for time vested options: Options Outstanding Number of Weighted- Weighted-Average Aggregate Intrinsic Value 1 Outstanding as of December 31, 2021 27,582 $ 9.43 7.0 $ — Granted — — Exercised — — Canceled/forfeited (3,560) 9.32 Outstanding as of December 31, 2022 24,022 $ 9.45 6.0 $ — Options vested and expected to vest as of December 31, 2022 23,977 $ 9.45 6.0 $ — Exercisable as of December 31, 2022 21,869 $ 9.41 5.9 $ — _____________________ |
Summary of Outstanding Restricted Stock Units | The following table summarizes the activities for all outstanding RSUs under the Company’s 2021 Plan (in thousands, except per share data) during the fiscal year ended December 31, 2022: Number of Weighted Average Grant Date Fair Value 1 Outstanding as of December 31, 2021 11,643 $ 6.14 Granted 9,205 1.21 Vested (4,757) 8.21 Canceled (846) 6.07 Outstanding as of December 31, 2022 15,245 $ 4.00 _______________________ 1 The weighted average grant date fair value of the Officer RSUs that vested during the period and the Officer RSUs outstanding at December 31, 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. |
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 |
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 2021 Plan in fiscal year ended December 31, 2021 were calculated using the Black-Scholes option-pricing models based on the following assumptions: Fiscal year ended December 31, 2021 Expected volatility 53% 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 consolidated statements of comprehensive loss was as follows (in thousands): Fiscal year ended December 31, 2022 2021 Cost of revenue $ 1,777 $ 4,930 Research and development 5,113 8,725 Selling, general, and administrative 65,893 59,965 Total $ 72,783 $ 73,620 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income (loss) before income taxes was as follows (in thousands): Year Ended December 31, 2022 2021 Domestic $ (337,348) $ (343,444) Foreign 406 74 Total $ (336,942) $ (343,370) The components of the provision (benefit) for income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 Current income tax provision: Federal $ — $ — State 12 — Foreign 135 65 Total current provision for income taxes $ 147 $ 65 Deferred income tax provision (benefit): Federal $ — $ (349) State — (108) Foreign — — Total deferred provision (benefit) for income taxes — (457) Total provision (benefit) for income taxes $ 147 $ (392) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate was as follows: Year Ended December 31, 2022 2021 Tax at statutory rate 21.00 % 21.00 % State tax, net of federal benefit 0.05 % 0.04 % Permanent differences 0.13 % 1.16 % Stock-based compensation (1.93) % (0.18) % Change in valuation allowance (10.87) % (22.17) % Non-deductible compensation (8.68) % — % Other 0.26 % 0.26 % Total rate (0.04) % 0.11 % |
Schedule of Deferred Tax Assets and Liabilities | The Company's net deferred tax assets consisted of the following (in thousands): December 31, 2022 2021 Net operating loss carryforwards $ 436,871 $ 393,967 Intangibles 5,359 4,719 Capitalized research and development 13,476 — Research and development credits 8,972 7,221 Accruals and other reserves 18,053 18,386 Inventory reserve 14,618 10,415 Stock-based compensation 9,099 34,622 Lease liability 5,704 6,546 Other 2,297 2,427 Deferred tax assets before valuation allowance 514,449 478,303 Valuation allowance (500,759) (459,885) Deferred tax assets after valuation allowance 13,690 18,418 Deferred tax liability on fixed assets (9,119) (13,107) Deferred tax liability on ROU Asset (4,571) (5,311) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to the Company's gross unrecognized tax benefits (in thousands): Year Ended December 31, 2022 2021 Balance at beginning of year $ 8,357 $ 6,593 Decreases related to prior year tax positions — — Increases related to prior year tax positions 89 — Increases related to current year tax positions 1,819 1,764 Balance at end of year $ 10,265 $ 8,357 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Fiscal year ended December 31, 2022 2021 Net loss $ (337,089) $ (342,978) Weighted-average shares outstanding, basic and diluted 215,558,271 173,692,582 Net loss per share, basic and diluted $ (1.56) $ (1.97) |
Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: December 31, 2022 2021 Stock options to purchase common stock 24,021,790 27,582,170 Unvested restricted stock units 15,244,947 142,652 Warrants to purchase common stock 27,594,549 21,311,920 Convertible Notes (on an as-converted basis) 98,830,563 — Total 165,691,849 49,036,742 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies - Organization, Liquidity, and Going Concern (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
Product Information [Line Items] | |||||||
Total stockholders' deficit | $ (220,492) | $ (220,492) | $ (220,492) | $ (479,338) | $ 1,824,564 | ||
Net loss | 337,089 | 342,978 | |||||
Net cash used in operating activities | 259,691 | 261,313 | |||||
Cash and cash equivalents | 95,858 | 95,858 | 95,858 | 281,081 | $ 200,500 | ||
Short-term investments | 102,300 | 102,300 | 102,300 | ||||
Payments for Merger Related Costs | $ 43,900 | ||||||
Repayments of other debt obligations | 1,470 | 0 | |||||
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 | ||||||
Unsecured Convertible Senior PIK Toggle Notes | Convertible Debt | |||||||
Product Information [Line Items] | |||||||
Net proceeds from the sale of the Convertible Notes | 206,300 | 206,300 | |||||
Accumulated Deficit | |||||||
Product Information [Line Items] | |||||||
Total stockholders' deficit | $ 2,594,420 | $ 2,594,420 | 2,594,420 | 2,257,331 | $ 1,914,353 | ||
Net loss | $ 337,089 | $ 342,978 | |||||
Reverse Recapitalization | |||||||
Product Information [Line Items] | |||||||
Net proceeds | 771,300 | ||||||
Payments for Merger Related Costs | $ 43,900 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Basis of Presentation (Details) | Mar. 08, 2021 |
Common Class A | |
Class of Stock [Line Items] | |
Share exchange ratio | 0.02325 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Concentration Risk (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Benchmark | Product Concentration Risk | Supplier One | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 30.70% | 34% |
Revenue Benchmark | Product Concentration Risk | Supplier Two | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.90% | |
Revenue Benchmark | Product Concentration Risk | Supplier Three | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.10% | |
Two customers | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 27.30% | |
Four Customers | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 53% | |
Customer One | Revenue Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13.20% | 12.20% |
Customer One | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17.30% | 15.20% |
Customer Two | Revenue Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.90% | 11.80% |
Customer Two | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 13.30% |
Customer Three | Revenue Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11% | |
Customer Three | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.80% | |
Customer Four | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.80% |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Inventory reserves | $ 12.9 | $ 10.4 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Property and Equipment, net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Internal Use Software (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Software Development | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) acquisition | Dec. 31, 2021 USD ($) acquisition | |
Business Acquisition [Line Items] | |||
Number of acquisitions | acquisition | 0 | 2 | |
Impairment of goodwill | $ 9,100,000 | $ 9,097,000 | $ 0 |
Impairment of long-lived assets | $ 0 | $ 0 | |
Minimum | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 2 years | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 15 years |
Organization and Summary of _11
Organization and Summary of Significant Accounting Policies - Product Warranties (Details) | 12 Months Ended |
Dec. 31, 2022 | |
IGU | |
Product Warranty Liability [Line Items] | |
Standard product warranty term | 10 years |
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 |
Smart Building Platform | |
Product Warranty Liability [Line Items] | |
Standard product warranty term | 1 year |
Organization and Summary of _12
Organization and Summary of Significant Accounting Policies - Advertising Cost (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Advertising and promotion expenses | $ 1.2 | $ 1.7 |
Organization and Summary of _13
Organization and Summary of Significant Accounting Policies - Sponsor Earn-Out Liability (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Mar. 08, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Earn out shares subject to vesting and potential forfeiture (in shares) | 4,970,000 | 4,970,000 |
Terminating initial public offering term | 5 years |
Organization and Summary of _14
Organization and Summary of Significant Accounting Policies - Public and Private Warrants (Details) - $ / shares | 12 Months Ended | |
Mar. 07, 2021 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights number of securities called by each warrant or right (in shares) | 1 | |
Exercise price per warrant (in dollars per share) | $ 11.50 | |
Terminating initial public offering term | 5 years | |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights maturity (in shares) | 366,666 | |
Terminating initial public offering term | 5 years | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights maturity (in shares) | 16,666,637 | |
Exercise price per warrant (in dollars per share) | $ 11.50 | |
Terminating initial public offering term | 5 years |
Organization and Summary of _15
Organization and Summary of Significant Accounting Policies - Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Employee salary deferral, matching contribution percentage | 50% | |
Matching percentage of employee's eligible earnings, percentage | 3% | |
Matching contribution for the period, amount | $ 1.9 | $ 1.7 |
Organization and Summary of _16
Organization and Summary of Significant Accounting Policies - Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||
Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 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 | ||
Price per share (in dollars per share) | $ 10 | ||
Proceeds from additional private investment in public equity | $ 180,300 | ||
Sale of additional stock issue price per share (in dollars per share) | $ 11.25 |
Reverse Recapitalization - Sche
Reverse Recapitalization - Schedule of Reverse Recapitalization (Details) - shares | Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 07, 2021 |
Class of Stock [Line Items] | ||||
Common stock, share outstanding (in shares) | 217,076,712 | 221,735,925 | 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 | 5,222,852,052 | ||
CF II | ||||
Class of Stock [Line Items] | ||||
Common stock, share outstanding (in shares) | 51,012,107 | 62,500,000 | ||
Less redemption of CF II shares (in shares) | (12,587,893) | |||
CF II | Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock, share outstanding (in shares) | 50,000,000 | |||
CF II | Common Class B | ||||
Class of Stock [Line Items] | ||||
Common stock, share outstanding (in shares) | 12,500,000 |
Revenue - Summary of Company's
Revenue - Summary of Company's Revenue by Products and Services (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 101,328 | $ 74,007 |
Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 92,105 | 69,779 |
Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,223 | 4,228 |
Smart Building Platform | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 55,356 | 28,686 |
Smart Glass | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 34,982 | 41,740 |
Smart Building Technologies | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 10,990 | $ 3,581 |
Revenue - Summary of Company'_2
Revenue - Summary of Company's Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 101,328 | $ 74,007 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 91,132 | 63,519 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 10,128 | 9,555 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 68 | $ 933 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Contract loss accrual | $ 12 | $ 34.4 |
Contract loss accrual recognized | 18.3 | 13.8 |
Catch-up adjustment to revenue | (0.6) | (0.1) |
Contract losses for work not completed | 15 | 20.7 |
Current contract assets | 14.6 | 11.5 |
Noncurrent contract assets | 0.7 | 0.7 |
Contract with customer liability revenue recognized | 5.5 | $ 1.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Transaction price allocated to remaining performance obligation | $ 10.9 | |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognize period | 12 months | |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognize period | 12 months | |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognize period | 24 months | |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognize period | 24 months |
Fair Value - Summary of Fair Va
Fair Value - Summary of Fair Value Measurements (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash equivalents | ||
Total cash equivalents | $ 66,614 | $ 247,500 |
Restricted cash | ||
Certificates of deposit | 18,308 | 16,462 |
Short-term investments | 102,284 | 0 |
Total assets measured at fair value | 187,206 | 263,962 |
Convertible Notes | 199,163 | |
Sponsor earn-out liability | 506 | 7,624 |
Private warrants liability | 7 | 174 |
Total liabilities measured at fair value | 199,676 | 7,798 |
Money market funds | ||
Cash equivalents | ||
Total cash equivalents | 66,614 | 247,500 |
Level 1 | ||
Cash equivalents | ||
Total cash equivalents | 66,614 | 247,500 |
Restricted cash | ||
Certificates of deposit | 0 | 0 |
Short-term investments | 0 | |
Total assets measured at fair value | 66,614 | 247,500 |
Convertible Notes | 0 | |
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 | ||
Total cash equivalents | 66,614 | 247,500 |
Level 2 | ||
Cash equivalents | ||
Total cash equivalents | 0 | 0 |
Restricted cash | ||
Certificates of deposit | 18,308 | 16,462 |
Short-term investments | 102,284 | |
Total assets measured at fair value | 120,592 | 16,462 |
Convertible Notes | 0 | |
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 | ||
Total cash equivalents | 0 | 0 |
Level 3 | ||
Cash equivalents | ||
Total cash equivalents | 0 | 0 |
Restricted cash | ||
Certificates of deposit | 0 | 0 |
Short-term investments | 0 | |
Total assets measured at fair value | 0 | 0 |
Convertible Notes | 199,163 | |
Sponsor earn-out liability | 506 | 7,624 |
Private warrants liability | 7 | 174 |
Total liabilities measured at fair value | 199,676 | 7,798 |
Level 3 | Money market funds | ||
Cash equivalents | ||
Total cash equivalents | $ 0 | $ 0 |
Fair Value - Summary of level 3
Fair Value - Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible Notes | ||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||
Beginning balance | $ 0 | $ 0 |
Additions during the period | 212,300 | 0 |
Change in fair value | (13,137) | 0 |
Reclass to additional paid-in-capital upon Closing | 0 | |
Ending balance | 199,163 | 0 |
Sponsor Earn-out Liability | ||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||
Beginning balance | 7,624 | 0 |
Additions during the period | 0 | 26,443 |
Change in fair value | (7,118) | (18,819) |
Reclass to additional paid-in-capital upon Closing | 0 | |
Ending balance | 506 | 7,624 |
Private Warrants | ||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||
Beginning balance | 174 | 0 |
Additions during the period | 0 | 589 |
Change in fair value | (167) | (415) |
Reclass to additional paid-in-capital upon Closing | 0 | |
Ending balance | 7 | 174 |
Redeemable Convertible Preferred Stock Warrants | ||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||
Beginning balance | 0 | 12,323 |
Additions during the period | 0 | 0 |
Change in fair value | 0 | (5,056) |
Reclass to additional paid-in-capital upon Closing | (7,267) | |
Ending balance | $ 0 | $ 0 |
Fair Value - Changes In Fair Va
Fair Value - Changes In Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Gain on fair value change, net | $ (7,285) | $ (24,290) |
Sponsor Earn-out Liability | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Gain on fair value change, net | (7,118) | (18,819) |
Private Warrants | Warrant | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Gain on fair value change, net | (167) | (415) |
Redeemable Convertible Preferred Stock Warrants | Warrant | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Gain on fair value change, net | $ 0 | $ (5,056) |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) | Mar. 08, 2021 $ / shares shares | Dec. 31, 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 (in shares) | shares | 4,970,000 | 4,970,000 | |
Earnout shares period of vesting | 5 years | ||
Share price (in dollars per share) | $ 0.96 | $ 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 Assumpt
Fair Value - Summary of Assumptions Used in Determination of Fair Value of Derivatives (Detail) | Dec. 31, 2022 yr | Dec. 31, 2021 yr | Mar. 08, 2021 yr |
Sponsor Earn-out Liability | Stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.96 | 3.91 | |
Sponsor Earn-out Liability | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.6925 | 0.5250 | |
Sponsor Earn-out Liability | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0422 | 0.0112 | |
Sponsor Earn-out Liability | Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 3.2 | 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 | 0.96 | 3.91 | |
Private Warrants | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.6925 | 0.5250 | |
Private Warrants | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0432 | 0.0104 | |
Private Warrants | Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 2.7 | 3.7 | |
Private Warrants | Expected dividends | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | |
Redeemable Convertible Preferred Stock Warrants | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.70 | ||
Redeemable Convertible Preferred Stock Warrants | Expected volatility | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.52 | ||
Redeemable Convertible Preferred Stock Warrants | Expected volatility | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.75 | ||
Redeemable Convertible Preferred Stock Warrants | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.001 | ||
Redeemable Convertible Preferred Stock Warrants | Risk free rate | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0004 | ||
Redeemable Convertible Preferred Stock Warrants | Risk free rate | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0128 | ||
Redeemable Convertible Preferred Stock Warrants | Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 2 | ||
Redeemable Convertible Preferred Stock Warrants | Expected term (in years) | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.08 | ||
Redeemable Convertible Preferred Stock Warrants | Expected term (in years) | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 7.71 | ||
Redeemable Convertible Preferred Stock Warrants | Expected dividends | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | |
Redeemable Convertible Preferred Stock Warrants | Discount for lack of marketability | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.11 | 0.050 | |
Redeemable Convertible Preferred Stock Warrants | Discount for lack of marketability | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.55 | 0.330 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 418,631 | $ 403,488 |
Less: Accumulated depreciation | (156,271) | (135,087) |
Property and equipment, net | $ 262,360 | 268,401 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 2 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 15 years | |
Testing and chamber equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Property and equipment, gross | $ 14,200 | 14,267 |
Tenant improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 43,276 | 42,608 |
Tenant improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 2 years | |
Tenant improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 15 years | |
Plant and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 159,635 | 156,560 |
Plant and manufacturing equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Plant and manufacturing equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 12 years | |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Property and equipment, gross | $ 23,396 | 21,079 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Property and equipment, gross | $ 3,867 | 3,809 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 174,257 | $ 165,165 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 21,800,000 | $ 40,700,000 |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | 21,800,000 | 40,700,000 |
Long-lived asset impairment | $ 0 | |
Assets Disposed Of | Research and development | ||
Property, Plant and Equipment [Abstract] | ||
Loss on assets no longer in service with no alternative use | 14,400,000 | |
Property, Plant and Equipment [Line Items] | ||
Impairment of property and equipment | $ (14,400,000) |
Other Balance Sheet Informati_3
Other Balance Sheet Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 29,244 | $ 33,581 | ||
Cash equivalents | 66,614 | 247,500 | ||
Cash and cash equivalents | 95,858 | $ 200,500 | 281,081 | |
Restricted cash included in prepaid expenses and other current assets | 1,859 | 0 | ||
Restricted cash | 16,448 | 16,462 | ||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Total | $ 114,165 | $ 297,543 | $ 74,693 |
Other Balance Sheet Informati_4
Other Balance Sheet Information - Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | $ 102,284 | |
Unrealized Gain/(Loss) | 0 | |
Fair Value | $ 102,284 | $ 0 |
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration] | Fair Value | |
Accrued interest receivable, after allowance for credit loss | $ 700 | |
Commercial Paper | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 59,684 | |
Unrealized Gain/(Loss) | 0 | |
Fair Value | 59,684 | |
Corporate Notes/Bonds | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 4,914 | |
Unrealized Gain/(Loss) | 0 | |
Fair Value | 4,914 | |
U.S. Treasuries | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 31,804 | |
Unrealized Gain/(Loss) | 0 | |
Fair Value | 31,804 | |
U.S. Government Agencies | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 5,882 | |
Unrealized Gain/(Loss) | 0 | |
Fair Value | $ 5,882 |
Other Balance Sheet Informati_5
Other Balance Sheet Information - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Goodwill | $ 0 | $ 8,997 |
Purchased technology and other intangible assets, net | 5,023 | 7,239 |
Note receivable | 6,999 | 0 |
Deposits with supplier | 1,615 | 7,566 |
Other | 11,877 | 5,691 |
Other assets | $ 25,514 | $ 29,493 |
Other Balance Sheet Informati_6
Other Balance Sheet Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued vacation | $ 3,841 | $ 4,693 |
Other | 5,958 | 4,815 |
Accrued compensation | 9,799 | 9,508 |
Warranty accrual | 10,236 | 8,868 |
Contract loss accrual | 12,848 | 17,240 |
Environmental settlement liability - current | 1,450 | 2,950 |
Lease liability | 3,949 | 3,581 |
Subcontractor accrual | 18,435 | 2,554 |
Other | 25,492 | 24,263 |
Accrued expenses and other current liabilities | 72,410 | 59,456 |
Warranty accrual | 29,337 | 33,388 |
Legal settlement liability | 5,794 | 7,834 |
Contract loss accrual | 2,136 | 3,422 |
Environmental settlement liability - non-current | 3,000 | 2,000 |
Accrued interest | 3,309 | 0 |
Other | 3,519 | 3,893 |
Other liabilities | $ 47,095 | $ 50,537 |
Other Balance Sheet Informati_7
Other Balance Sheet Information - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 01, 2021 | Jul. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 07, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Decrease in accounts receivable, allowance for credit loss | $ 400,000 | |||||
Allowance for doubtful accounts | $ 1,100,000 | 1,100,000 | $ 700,000 | |||
Business Acquisition [Line Items] | ||||||
Goodwill | 0 | 0 | 8,997,000 | |||
Exercise price per warrant (in dollars per share) | $ 11.50 | |||||
Impairment of goodwill | $ 9,100,000 | 9,097,000 | 0 | |||
Impairment of long-lived assets | $ 0 | $ 0 | ||||
IoTium | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100% | |||||
Deferred consideration | $ 1,100,000 | |||||
Business combination, consideration transferred | 7,000,000 | |||||
Payments to acquire businesses, gross | 4,900,000 | |||||
Non-cash consideration transferred | 1,000,000 | |||||
Intangible assets acquired | 5,100,000 | |||||
Goodwill | $ 4,200,000 | |||||
WorxWell | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | $ 7,200,000 | |||||
Intangible assets acquired | 2,200,000 | |||||
Goodwill | $ 4,900,000 | |||||
Business combination, consideration transferred, equity interests issued and issuable, common stock closing price trailing average period | 60 days | |||||
Business combination, consideration transferred, equity interests issued and issuable, common stock closing price trailing average (in dollars per share) | $ 50 | |||||
WorxWell | Common stock | ||||||
Business Acquisition [Line Items] | ||||||
Warrants issued in connection with acquisition (in shares) | 1,000,000 | |||||
Business combination, consideration transferred, equity interests issued and issuable | $ 1,600,000 | |||||
Exercise price per warrant (in dollars per share) | $ 10 | |||||
WorxWell | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Warrants issued in connection with acquisition (in shares) | 2,000,000 | |||||
Business combination, consideration transferred, equity interests issued and issuable | $ 5,600,000 |
Product Warranties - Schedule o
Product Warranties - Schedule of Product Warranties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 42,256 | $ 47,678 |
Accruals for warranties issued | 1,626 | 1,551 |
Changes to estimates of volume and costs | 2,004 | 1,234 |
Settlements made | (6,313) | (8,207) |
Ending balance | 39,573 | 42,256 |
Warranty liability, current, beginning balance | 8,868 | 8,864 |
Warranty liability, current, ending balance | 10,236 | 8,868 |
Warranty liability, noncurrent, beginning balance | 33,388 | 38,814 |
Warranty liability, noncurrent, ending balance | $ 29,337 | $ 33,388 |
Product Warranties - Additional
Product Warranties - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Product Warranty Liability [Line Items] | |||
Standard product warranty accrual | $ 39,573 | $ 42,256 | $ 47,678 |
Accrued Expenses and Other Current Liabilities | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty accrual | 8,800 | 6,100 | |
Other Liabilities | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty accrual | 700 | ||
IGU | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty accrual | 5,100 | ||
IGU | Accrued Expenses and Other Current Liabilities | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty accrual | $ 30,800 | $ 36,200 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 13, 2022 | Jun. 30, 2021 | Dec. 31, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | |
Non-cancelable commitment to purchase certain license subscriptions | $ 10,000,000 | ||||
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% | ||||
Note receivable | $ 6,999,000 | $ 0 | |||
Litigation settlement, payment made to third party | $ 32,000,000 | ||||
Periodic payment term | 10 years | ||||
Long-Term Purchase Commitment, Interest Free Term | 31 months | ||||
Litigation Settlement, Annual Installment Amount, Payment Period | 30 days | ||||
Standby Letter of Credit | |||||
Total value of letters of credit issued by bank | 15,700,000 | $ 16,500,000 | |||
Amounts drawn under standby letters of credit | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation Settlement Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Litigation settlement liability - current | $ 3,000 | $ 0 |
Litigation settlement liability - non-current | 5,794 | 7,834 |
Total litigation settlement liability | 8,794 | 7,834 |
Environmental settlement liability - current | 1,450 | 2,950 |
Environmental settlement liability - non-current | 3,000 | 2,000 |
Total environmental settlement liability | $ 4,450 | $ 4,950 |
Commitments and Contingencies_3
Commitments and Contingencies - Northern District of Mississippi Environmental Investigation (Details) - USD ($) | 12 Months Ended | |||
Apr. 13, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | |
Long-term Purchase Commitment [Line Items] | ||||
Cash and cash equivalents | $ 281,081,000 | $ 95,858,000 | $ 200,500,000 | |
Northern District of Mississippi Environmental Matter | ||||
Long-term Purchase Commitment [Line Items] | ||||
Agree to probation years | 3 years | |||
Litigation settlement, penalties incurred | $ 5,000,000 | |||
Northern District of Mississippi Environmental Matter | Environmental Management System Implementation | ||||
Long-term Purchase Commitment [Line Items] | ||||
Loss contingency, estimate of possible loss | $ 300,000 | |||
Northern District of Mississippi Environmental Matter | Wastewater Reduction Plan Implementation | ||||
Long-term Purchase Commitment [Line Items] | ||||
Loss contingency, estimate of possible loss | 5,500,000 | |||
Northern District of Mississippi Environmental Matter | 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 | |||
Northern District of Mississippi Environmental Matter | Mississippi Commission On Environmental Quality | ||||
Long-term Purchase Commitment [Line Items] | ||||
Litigation settlement, amount due to third-party | 1,500,000 | |||
Northern District of Mississippi Environmental Matter | Desoto County Regional Utility Authority | ||||
Long-term Purchase Commitment [Line Items] | ||||
Litigation settlement, amount due to third-party | $ 500,000 |
Leases - Lease Assets and Lease
Leases - Lease Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right-of-use assets | $ 18,485 | $ 21,178 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Finance leases | $ 622 | $ 1,163 |
Total ROU assets | $ 19,107 | $ 22,341 |
Operating lease, liability, current, statement of financial position | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Current operating lease liabilities | $ 3,408 | $ 3,050 |
Finance lease, liability, current, statement of financial position | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Current finance lease liabilities | $ 541 | $ 531 |
Noncurrent operating lease liabilities | $ 19,589 | $ 22,997 |
Finance lease, liability, noncurrent, statement of financial position | Other liabilities | Other liabilities |
Noncurrent finance lease liabilities | $ 78 | $ 619 |
Lease liabilities | $ 23,616 | $ 27,197 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 5,015 | $ 5,557 |
Short-term lease cost | 772 | 609 |
Amortization of ROU assets | 506 | 1,233 |
Interest expense | 67 | 130 |
Total lease cost | $ 6,360 | $ 7,529 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 5,373 | $ 5,787 |
Operating cash flows for finance leases | 67 | 130 |
Financing cash flows for finance leases | $ 531 | $ 1,278 |
Leases - Weighted-Average Remai
Leases - Weighted-Average Remaining Lease terms and Discount Rates (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted average remaining lease term (years) | ||
Operating leases | 5 years 3 months 25 days | 6 years 3 months 3 days |
Finance leases | 11 months 19 days | 1 year 11 months 8 days |
Weighted average discount rate | ||
Operating leases | 9.42% | 9.42% |
Finance leases | 7.31% | 7.41% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities Under Non-Cancellable Leases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 5,432 |
2024 | 5,367 |
2025 | 5,291 |
2026 | 5,380 |
2027 | 5,537 |
Thereafter | 2,555 |
Total lease payments | 29,562 |
Less: Interest | 6,565 |
Total lease liabilities | 22,997 |
Finance Leases | |
2023 | 567 |
2024 | 79 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 646 |
Less: Interest | 27 |
Total lease liabilities | 619 |
Total | |
2023 | 5,999 |
2024 | 5,446 |
2025 | 5,291 |
2026 | 5,380 |
2027 | 5,537 |
Thereafter | 2,555 |
Total lease payments | 30,208 |
Less: Interest | 6,592 |
Total lease liabilities | $ 23,616 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 220,307 | $ 15,430 |
Debt, current | 1,470 | 1,470 |
Debt, non-current | 218,837 | 13,960 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 206,347 | 0 |
Term loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 13,960 | $ 15,430 |
Debt - Schedule of Estimated Pr
Debt - Schedule of Estimated Principal Payments on all Debt Outstanding (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instruments [Abstract] | ||
2023 | $ 1,470 | |
2024 | 1,470 | |
2025 | 1,470 | |
2026 | 1,470 | |
Thereafter | 214,427 | |
Total debt | $ 220,307 | $ 15,430 |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total debt | $ 220,307 | $ 15,430 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Gross amount | 212,308 | |
Debt discount and issuance costs | (5,961) | |
Total debt | 206,347 | $ 0 |
Estimated fair value | 199,163 | |
Contractual interest expense | 3,309 | |
Amortization of debt discount and issuance costs | 389 | |
Total interest expense | $ 3,698 |
Debt - Convertible and Term Not
Debt - Convertible and Term Notes Additional Information (Details) | 1 Months Ended | 3 Months Ended | |||||
Oct. 26, 2022 USD ($) day $ / shares | Oct. 22, 2020 USD ($) day | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | Mar. 08, 2021 $ / shares | Nov. 22, 2010 USD ($) day | |
Debt Instrument [Line Items] | |||||||
Blocker agreement, increase (decrease) in ownership percentage, days of prior written notice required | 61 days | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number of days audited financials are to be delivered to lender | day | 210 | ||||||
Amended and restated term loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument semi annual payments | $ 700,000 | ||||||
Mississippi | Term loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 40,000,000 | ||||||
Number of semi-annual installments | day | 24 | ||||||
Convertible Debt | Level 3 | |||||||
Debt Instrument [Line Items] | |||||||
Estimated fair value of Convertible Notes | $ 199,200,000 | $ 199,200,000 | |||||
Convertible Debt | Unsecured Convertible Senior PIK Toggle Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 200,000,000 | ||||||
Debt instrument, option to sell additional debt to purchasers | $ 40,000,000 | ||||||
Debt instrument, additional debt purchased | 12,300,000 | 12,300,000 | |||||
Net proceeds from the sale of the Convertible Notes | $ 206,300,000 | $ 206,300,000 | |||||
Debt instrument, convertible, conversion ratio | 0.7476636 | ||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 1.34 | ||||||
Debt instrument, convertible, threshold scheduled trading days before maturity | day | 41 | ||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 150% | ||||||
Debt Instrument, convertible, threshold trading days | day | 20 | ||||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | ||||||
Debt instrument, redemption price, percentage | 100% | ||||||
Convertible debt, ownership percentage | 25% | ||||||
Debt instrument, interest rate, effective percentage | 9.68% | 9.68% | |||||
Convertible Debt | Minimum | Unsecured Convertible Senior PIK Toggle Notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 6% | ||||||
Convertible Debt | Maximum | Unsecured Convertible Senior PIK Toggle Notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 9% |
Debt - Revolving Debt Facility
Debt - Revolving Debt Facility (Details) | 1 Months Ended | 12 Months Ended | |||||
Mar. 08, 2021 USD ($) | Dec. 31, 2020 USD ($) note draw | May 31, 2020 USD ($) | Oct. 31, 2019 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 03, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 220,307,000 | $ 15,430,000 | |||||
Repayments of other debt obligations | 1,470,000 | 0 | |||||
Loss on extinguishment of debt | 0 | 10,018,000 | |||||
Debt, current | $ 1,470,000 | $ 1,470,000 | |||||
Principal And Interest | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of other debt obligations | $ 276,800,000 | ||||||
Interest | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of other debt obligations | 26,800,000 | ||||||
London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 9.05% | ||||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 250,000,000 | ||||||
Debt, current | $ 250,000,000 | ||||||
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 | |||||
Loss on extinguishment of debt | $ 10,000,000 | ||||||
Revolving debt facility | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Maturity dates | 8 days | ||||||
Revolving debt facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Maturity dates | 364 days | ||||||
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] | |||||||
Proceeds from previous weekly draw | $ 9,400,000 | ||||||
Number of notes | note | 4 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 5 Months Ended | 12 Months Ended | |||||
Aug. 08, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 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 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (in shares) | 221,735,925 | 221,735,925 | 221,735,925 | 219,195,971 | |||
Common stock, shares outstanding (in shares) | 221,735,925 | 221,735,925 | 221,735,925 | 219,195,971 | 217,076,712 | 76,565,107 | |
Redeemable convertible preferred stock authorized (in shares) | 1,000,000 | ||||||
Redeemable convertible preferred stock par or stated value per share ( in dollars per share) | $ 0.0001 | ||||||
Redeemable convertible preferred stock shares issued (in shares) | 0 | 0 | 0 | ||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | 0 | 0 | 5,222,852,052 | |||
Shares withheld related to net share settlement of equity awards (in shares) | 2,217,046 | ||||||
Shares withheld related to net share settlement of equity awards | $ 3,482,000 | ||||||
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] | |||||||
Maximum issuing capacity | $ 100,000,000 | ||||||
Number of shares purchased | 0 | ||||||
Agreement effective period | 36 months | ||||||
Purchase price of common stock, percent | 97% | ||||||
Percentage of ownership after transaction, threshold | 20% | ||||||
Value of shares issued | $ 1,300,000 | ||||||
Agreement terms, days after filing | 3 | ||||||
Agreement termination cost or penalty | $ 0 | ||||||
Right to terminate agreement, prior written notice required | 3 days |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Detail) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Oct. 25, 2022 USD ($) day $ / shares shares | Dec. 01, 2021 $ / shares shares | Mar. 07, 2021 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 shares | |
Class of warrants or rights number of securities called by each warrant or right (in shares) | shares | 1 | ||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 | ||||
Terminating initial public offering term | 5 years | ||||
Length of trading period used to determine reference value | 30 days | ||||
Class of warrant or right exercised (in shares) | shares | 0 | ||||
Number of securities called by warrants or rights (in shares) | shares | 9,511,128 | ||||
Warrants and rights outstanding, term | 10 years | ||||
Warrant, vesting period | 3 years | ||||
Number of warrants outstanding (in shares) | shares | 30,764,925 | 21,311,920 | |||
Tranche One | |||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.01 | ||||
Annual vesting percentage | 33% | ||||
Tranche Two | |||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ / shares | $ 1.32 | ||||
Annual vesting percentage | 33% | ||||
Threshold trading days | day | 20 | ||||
Class of warrant or right, threshold consecutive trading days | day | 30 | ||||
Tranche Three | |||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ / shares | $ 1.58 | ||||
Annual vesting percentage | 33% | ||||
Threshold trading days | day | 20 | ||||
Class of warrant or right, threshold consecutive trading days | day | 30 | ||||
Public and Private Warrant | |||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 | ||||
Private Warrants | |||||
Class of warrants or rights maturity (in shares) | shares | 366,666 | ||||
Terminating initial public offering term | 5 years | ||||
Number of warrants outstanding (in shares) | shares | 366,666 | ||||
Public Warrants | |||||
Class of warrants or rights maturity (in shares) | shares | 16,666,637 | ||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ / shares | $ 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) | $ / shares | $ 0.01 | ||||
Minimum share price for warrant redemption (in dollars per share) | $ / shares | $ 18 | ||||
Number of warrants outstanding (in shares) | shares | 16,666,637 | ||||
Common stock | WorxWell | |||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ / shares | $ 10 | ||||
Warrants issued in connection with acquisition (in shares) | shares | 1,000,000 | ||||
Market Vested Warrant | |||||
Grant date fair value of warrants | $ | $ 9.2 |
Stock Warrants - Summary of Out
Stock Warrants - Summary of Outstanding Common Stock Warrants (Detail) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 07, 2021 |
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 30,764,925 | 21,311,920 | |
Exercise price per warrant (in dollars per share) | $ 11.50 | ||
August 2010 - June 2011 | Common stock (previously Series B redeemable convertible preferred stock) | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 46,498 | 46,498 | |
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) | 0 | 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) | 0 | 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 | ||
October 2022 | Common stock | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 9,511,128 | 0 | |
Exercise price per warrant (in dollars per share) | $ 0.01 |
Stock Warrants - Schedule of Va
Stock Warrants - Schedule of Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share price (in dollars per share) | $ 0.96 | $ 3.91 |
Time Vested Warrant | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 71.60% | |
Expected terms (in years) | 10 years | |
Expected dividends | 0% | |
Risk-free rate | 4.06% | |
Market Vested Warrant | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share price (in dollars per share) | $ 1.16 | |
Expected volatility | 71.60% | |
Expected terms (in years) | 10 years | |
Expected dividends | 0% | |
Risk-free rate | 3.83% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Aug. 05, 2022 | Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 0 | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 24,022,000 | 27,582,000 | ||
Intrinsic value of options exercised | $ 0 | $ 400,000 | ||
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 | $ 26,800,000 | 24,800,000 | ||
Unrecognized compensation cost related to unvested stock options | $ 9,100,000 | |||
Compensation cost related to unvested stock options expected to be recognised over a weighted average service period | 2 years | |||
Share-based compensation expense | $ 72,783,000 | $ 73,620,000 | ||
Weighted-average exercise price (in dollars per share) | $ 9.45 | $ 9.43 | ||
Weighted-average remaining contractual term | 6 years | 7 years | ||
Exercisable, aggregate intrinsic value | $ 0 | |||
Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 7,900,000 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to unvested stock options | $ 6,700,000 | |||
Unrecognized compensation, period of recognition | 2 years 10 months 24 days | |||
Restricted Stock Units (RSUs) | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Required service period | 2 years | |||
Restricted Stock Units (RSUs) | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Required service period | 4 years | |||
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) | 11,500,000 | |||
2018 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 0 | |||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||
2018 Plan | Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 20% | |||
Share based compensation arrangement by share based payment award vesting period | 1 year | |||
Share-based compensation arrangement by share-based payment award, award vesting rights subsequent to initial vesting period, percentage | 1.67% | |||
2018 Plan | Share-based Payment Arrangement, Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | |||
Share based compensation arrangement by share based payment award vesting period | 1 year | |||
Share-based compensation arrangement by share-based payment award, award vesting rights subsequent to initial vesting period, percentage | 2.08% | |||
2021 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 24,657,302 | |||
Share based payment arrangement number of options available to purchase (in shares) | 58,631,907 | |||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 13,793,901 | |||
Share based compensation by share based payment award options shares issued in period | 0 | |||
2021 Plan | Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Nonvested award, excluding option, cost not yet recognized, amount | 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) | 9,204,947 | |||
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 | |||
Share-based payment arrangement, plan modification, incremental cost | 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 | Common Class A | 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 | Share-based Payment Arrangement, Tranche One | 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 | Share-based Payment Arrangement, Tranche Two | 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 | Share-based Payment Arrangement, Tranche Two | 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% | |||
Equity Incentive Plan 2021, Modified | Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Nonvested award, excluding option, cost not yet recognized, amount | $ 21,200,000 | |||
CEO Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 25,000,000 | |||
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value (in dollars per share) | $ 3.54 | |||
Unrecognized compensation cost related to unvested stock options | $ 54,400,000 | |||
Weighted-average exercise price (in dollars per share) | $ 10 | |||
Weighted-average remaining contractual term | 8 years 2 months 12 days | |||
Exercisable, aggregate intrinsic value | $ 0 | |||
Compensation cost related to options expected to be recognised over a weighted average service period | 3 years 7 months 6 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] | ||||
Compensation cost related to equity instruments other than options expected to be recognised over a weighted average service period | 2 years 7 months 6 days | |||
Grant date fair value of RSUs vested | $ 39,000,000 | $ 800,000 | ||
Unrecognized compensation cost related to Equity instruments other than options | $ 36,900,000 | |||
CEO Incentive Plan | Restricted Stock Units (RSUs) | Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost related to equity instruments other than options expected to be recognised over a weighted average service period | 2 years 7 months 6 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Share-based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercisable (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares Subject to Stock Options Outstanding | ||
Outstanding as of beginning of period (in shares) | 27,582 | |
Options granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Canceled/forfeited (in shares) | (3,560) | |
Outstanding as of end of period (in shares) | 24,022 | 27,582 |
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) | 9.32 | |
Weighted-Average Exercise Price, Ending balance (in dollars per share) | $ 9.45 | $ 9.43 |
Stock Options Additional Disclosures | ||
Weighted-Average Remaining Contractual Term, Outstanding | 6 years | 7 years |
Aggregate Intrinsic Value | $ 0 | $ 0 |
Options vested and expected to vest (in shares) | 23,977 | |
Weighted-Average Exercise Price, Options vested and expected to vest (in dollars per share) | $ 9.45 | |
Weighted-Average Remaining Contractual Term, Options vested and expected to vest | 6 years | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ 0 | |
Exercisable (in shares) | 21,869 | |
Weighted-Average Exercise Price, (in dollars per share) | $ 9.41 | |
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 10 months 24 days | |
Exercisable, aggregate intrinsic value | $ 0 | |
Share price (in dollars per share) | $ 0.96 | $ 3.91 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Outstanding Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||||
Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 05, 2022 | Aug. 04, 2022 | |
Officer | |||||
Number of Shares | |||||
Granted (in shares) | 11,500,000 | ||||
2021 Plan | |||||
Number of Shares | |||||
Beginning balance (in shares) | 11,643,000 | ||||
Granted (in shares) | 9,204,947 | ||||
Vested (in shares) | (4,757,000) | ||||
Canceled (in shares) | (846,000) | ||||
Ending balance (in shares) | 15,245,000 | 11,643,000 | |||
Weighted Average Grant Date Fair Value | |||||
Beginning balance (in dollars per share) | $ 6.14 | ||||
Granted (in dollars per share) | 1.21 | ||||
Vested (in dollars per share) | 8.21 | ||||
Canceled (in dollars per share) | 6.07 | ||||
Ending balance (in dollars per share) | 4 | $ 6.14 | |||
Grant date fair value (in dollars per share) | $ 4 | $ 6.14 | |||
2021 Plan | Officer | |||||
Number of Shares | |||||
Granted (in shares) | 12,500,000 | ||||
Weighted Average Grant Date Fair Value | |||||
Grant date fair value (in dollars per share) | $ 6.12 | ||||
Incremental cost per share (in dollars per share) | $ 2.09 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Options Exercisable under CEO Incentive Plan (Detail) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 0 |
CEO Incentive Plan | Share-based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 20 |
CEO Incentive Plan | Share-based Payment Arrangement, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 30 |
CEO Incentive Plan | Share-based Payment Arrangement, Tranche Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 40 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Four | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 50 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Five | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 60 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Six | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 70 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Seven | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 80 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Eight | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 90 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Nine | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 100 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Ten | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ / shares | $ 110 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - Share-based Payment Arrangement, Employee | 12 Months Ended |
Dec. 31, 2021 | |
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 Share-based Payment Award, CEO Option Award and Officer Options, Valuation Assumptions (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 0.96 | $ 3.91 |
Chief Executive Officer | Share-based Payment Arrangement, Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 9.19 | |
Expected volatility | 54% | |
Risk-free rate | 1.59% | |
Expected terms (in years) | 10 years | |
Expected dividends | 0% | |
Discount for lack of marketability | 20% | |
Officer | Share-based Payment Arrangement, Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 9.19 | |
Expected volatility | 53% | |
Risk-free rate | 1.07% | |
Expected terms (in years) | 6 years | |
Expected dividends | 0% | |
Officer | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 9.19 | |
Expected volatility | 56% | |
Risk-free rate | 0.60% | |
Expected terms (in years) | 4 years | |
Expected dividends | 0% |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Stock-based Compensation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 72,783 | $ 73,620 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,777 | 4,930 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 5,113 | 8,725 |
Selling, general, and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 65,893 | $ 59,965 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (337,348) | $ (343,444) |
Foreign | 406 | 74 |
Loss before provision (benefit) of income taxes | $ (336,942) | $ (343,370) |
Income Taxes - Summary of the P
Income Taxes - Summary of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current income tax provision: | ||
Federal | $ 0 | $ 0 |
State | 12 | 0 |
Foreign | 135 | 65 |
Total current provision for income taxes | 147 | 65 |
Deferred income tax provision (benefit): | ||
Federal | 0 | (349) |
State | 0 | (108) |
Foreign | 0 | 0 |
Total deferred provision (benefit) for income taxes | 0 | (457) |
Total provision (benefit) for income taxes | $ 147 | $ (392) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory rate | 21% | 21% |
State tax, net of federal benefit | 0.05% | 0.04% |
Permanent differences | 0.13% | 1.16% |
Stock-based compensation | (1.93%) | (0.18%) |
Change in valuation allowance | (10.87%) | (22.17%) |
Non-deductible compensation | (8.68%) | 0% |
Other | 0.26% | 0.26% |
Total rate | (0.04%) | 0.11% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 436,871 | $ 393,967 |
Intangibles | 5,359 | 4,719 |
Capitalized research and development | 13,476 | 0 |
Research and development credits | 8,972 | 7,221 |
Accruals and other reserves | 18,053 | 18,386 |
Inventory reserve | 14,618 | 10,415 |
Stock-based compensation | 9,099 | 34,622 |
Lease liability | 5,704 | 6,546 |
Other | 2,297 | 2,427 |
Deferred tax assets before valuation allowance | 514,449 | 478,303 |
Valuation allowance | (500,759) | (459,885) |
Deferred tax assets after valuation allowance | 13,690 | 18,418 |
Deferred tax liability on fixed assets | (9,119) | (13,107) |
Deferred tax liability on ROU Asset | (4,571) | (5,311) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2018 | |
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | $ 500,759,000 | $ 459,885,000 | ||
Increase of valuation allowance | 40,900,000 | 92,000,000 | ||
Unrecognized tax benefits | 10,265,000 | $ 8,357,000 | $ 6,593,000 | |
Accrued interest and penalties related to uncertain tax positions | $ 0 | |||
Number of warrants outstanding (in shares) | 30,764,925 | 21,311,920 | ||
Common stock | October 2022 | ||||
Tax Credit Carryforward [Line Items] | ||||
Number of warrants outstanding (in shares) | 9,511,128 | 0 | ||
Domestic Tax Authority | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating loss carryforwards | $ 1,723,900,000 | $ 1,300,400,000 | ||
Domestic Tax Authority | Research Tax Credit Carryforward | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax credit carryforward | 8,200,000 | |||
State and Local Jurisdiction | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating loss carryforwards | 1,281,200,000 | |||
State and Local Jurisdiction | Research Tax Credit Carryforward | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax credit carryforward | $ 12,300,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 8,357 | $ 6,593 |
Decreases related to prior year tax positions | 0 | 0 |
Increases related to prior year tax positions | 89 | 0 |
Increases related to current year tax positions | 1,819 | 1,764 |
Balance at end of year | $ 10,265 | $ 8,357 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (337,089) | $ (342,978) |
Weighted-average shares outstanding, basic (in shares) | 215,558,271 | 173,692,582 |
Weighted-average shares outstanding, diluted (in shares) | 215,558,271 | 173,692,582 |
Net loss per share, basic (in dollars per share) | $ (1.56) | $ (1.97) |
Net loss per share, diluted (in dollars per share) | $ (1.56) | $ (1.97) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 165,691,849 | 49,036,742 |
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) | 24,021,790 | 27,582,170 |
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) | 15,244,947 | 142,652 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 27,594,549 | 21,311,920 |
Convertible Notes (on an as-converted basis) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 98,830,563 | 0 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 08, 2021 | |
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements | 0 | 0 | 0 | |
Earn out shares subject to vesting and potential forfeiture (in shares) | 4,970,000 | 4,970,000 | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 24,022,000 | 27,582,000 | ||
Non Qualified Stock Option Awards | Chief Executive Officer | ||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 25,000,000 | 25,000,000 | ||
Restricted Stock Units (RSUs) | Officer | ||||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 11,500,000 | |||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number (in shares) | 6,075,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Deferred revenue | $ 9,199,000 | $ 11,460,000 |
Contract loss accrual | 12,848,000 | 17,240,000 |
Current contract assets | 14,600,000 | $ 11,500,000 |
Convertible Debt | ||
Related Party Transaction [Line Items] | ||
Interest expense | 3,698,000 | |
Director | ||
Related Party Transaction [Line Items] | ||
Revenue - related party | 13,400,000 | |
Deferred revenue | 4,200,000 | |
Contract loss accrual | 8,700,000 | |
Current contract assets | 0 | |
Accounts receivable, related parties, current | 7,400,000 | |
Accounts payable, related parties, current | 0 | |
Director | Convertible Debt | ||
Related Party Transaction [Line Items] | ||
Net proceeds from the sale of the Convertible Notes | 109,000,000 | |
Interest expense | $ 2,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | 9 Months Ended | |||||||
Mar. 27, 2023 position | Jan. 12, 2023 USD ($) $ / shares shares | Dec. 31, 2023 | Mar. 31, 2023 USD ($) | Dec. 31, 2022 $ / shares | Oct. 26, 2022 $ / shares | Dec. 31, 2021 $ / shares | Mar. 08, 2021 $ / shares | |
Subsequent Event [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Unsecured Convertible Senior PIK Toggle Notes | Convertible Debt | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 1.34 | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of positions eliminated | position | 170 | |||||||
Expected costs to be incurred | $ | $ 5 | |||||||
Subsequent Event | Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of full-time positions eliminated | 23% | |||||||
Subsequent Event | Unsecured Convertible Senior PIK Toggle Notes | Convertible Debt | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument converted, amount | $ | $ 18 | |||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 1.07 | |||||||
Subsequent Event | Common Class A | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument converted, shares issued (in shares) | shares | 16,822,429 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 |