Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 03, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39790 | |
Entity Registrant Name | Matterport, Inc./DE | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1695048 | |
Entity Address, Address Line One | 352 East Java Drive | |
Entity Address, City or Town | Sunnyvale | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94089 | |
City Area Code | 650 | |
Local Phone Number | 641-2241 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 242,504,260 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001819394 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value of $0.0001 per share | |
Trading Symbol | MTTR | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | |
Trading Symbol | MTTRW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 148,853 | $ 51,850 |
Restricted cash | 468 | 400 |
Short-term investments | 174,168 | 0 |
Accounts receivable, net of allowance of $182 and $799, as of September 30, 2021 and December 31, 2020, respectively | 9,572 | 3,924 |
Inventories | 3,989 | 3,646 |
Prepaid expenses and other current assets | 11,395 | 2,453 |
Total current assets | 348,445 | 62,273 |
Property and equipment, net | 11,377 | 8,210 |
Long-term investments | 290,900 | 0 |
Other assets | 2,716 | 1,369 |
Total assets | 653,438 | 71,852 |
Current liabilities | ||
Accounts payable | 6,848 | 3,434 |
Current portion of long-term debt | 0 | 8,215 |
Deferred revenue | 8,903 | 4,606 |
Accrued expenses and other current liabilities | 8,781 | 6,995 |
Total current liabilities | 24,532 | 23,250 |
Warrants liability | 88,303 | |
Contingent earn-out liability | 334,389 | 0 |
Long-term debt | 0 | 4,502 |
Deferred revenue, non-current | 210 | 297 |
Other long-term liabilities | 278 | 335 |
Total liabilities | 447,712 | 28,384 |
Commitments and contingencies (Note 8) | ||
Redeemable convertible preferred stock, $0.0001 par value; 30,000 and 125,405 shares authorized as of September 30, 2021 and December 31, 2020, respectively; nil and 124,979 shares issued and outstanding as of September 30, 2021 and December 31, 2020; and liquidation preference of nil and $166,131 as of September 30, 2021 and December 31, 2020, respectively | 0 | 164,168 |
Stockholders’ equity (deficit): | ||
Common stock, $0.0001 par value; 640,000 shares and 230,680 shares authorized as of September 30, 2021 and December 31, 2020, respectively; and 242,413 shares and 38,981 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 24 | 4 |
Additional paid-in capital | 512,808 | 9,159 |
Accumulated other comprehensive income (loss) | (38) | 135 |
Accumulated deficit | (307,068) | (129,998) |
Total stockholders’ equity (deficit) | 205,726 | (120,700) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | 653,438 | 71,852 |
Public Warrant | ||
Current liabilities | ||
Warrants liability | 53,682 | 0 |
Private Warrant | ||
Current liabilities | ||
Warrants liability | $ 34,621 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 182,000 | $ 799,000 |
Redeemable convertible preferred stock, par value ($ per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred, authorized (shares) | 30,000,000 | 125,405,000 |
Redeemable convertible preferred, issued (shares) | 0 | 124,979,000 |
Redeemable convertible preferred, outstanding (shares) | 0 | 124,979,000 |
Redeemable convertible preferred liquidation preference | $ 0 | $ 166,131,000 |
Common stock, par value ($ per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (shares) | 640,000,000 | 230,680,000 |
Common stock, issued (shares) | 242,413,000 | 38,981,000 |
Common stock, outstanding (shares) | 242,413,000 | 38,981,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenue | $ 27,655 | $ 25,074 | $ 84,087 | $ 62,297 |
Total costs of revenue | 13,474 | 10,008 | 35,364 | 27,836 |
Gross profit | 14,181 | 15,066 | 48,723 | 34,461 |
Operating expenses: | ||||
Research and development | 14,484 | 3,861 | 27,599 | 13,003 |
Selling, general, and administrative | 44,053 | 9,942 | 73,612 | 30,215 |
Total operating expenses | 58,537 | 13,803 | 101,211 | 43,218 |
Income (loss) from operations | (44,356) | 1,263 | (52,488) | (8,757) |
Other income (expense): | ||||
Interest income | 550 | 3 | 572 | 16 |
Interest expense | (91) | (339) | (676) | (1,197) |
Transaction costs | (565) | 0 | (565) | 0 |
Change in fair value of warrants liabilities | (24,176) | 0 | (24,176) | 0 |
Change in fair value of contingent earn-out liability | (98,478) | 0 | (98,478) | 0 |
Other expense, net | (839) | (4) | (1,186) | (903) |
Total expense | (123,599) | (340) | (124,509) | (2,084) |
Income (loss) before provision for income taxes | (167,955) | 923 | (176,997) | (10,841) |
Provision for income taxes | 34 | 17 | 73 | 51 |
Net income (loss) | (167,989) | 906 | (177,070) | (10,892) |
Less: Income allocated to preferred stockholders | 0 | (906) | 0 | 0 |
Net income (loss) attributable to common stockholders | $ (167,989) | $ 0 | $ (177,070) | $ (10,892) |
Net income (loss) per share, basic and diluted | ||||
Basic ($ per share) | $ (0.86) | $ 0 | $ (1.90) | $ (0.34) |
Diluted ($ per share) | $ (0.86) | $ 0 | $ (1.90) | $ (0.34) |
Weighted-average shares used in per share calculation, basic and diluted | ||||
Basic (shares) | 196,478 | 32,552 | 93,061 | 32,334 |
Diluted (shares) | 196,478 | 32,552 | 93,061 | 32,334 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation gain (loss) | $ (16) | $ 99 | $ (79) | $ (20) |
Unrealized loss on available-for-sale securities, net of tax | (182) | 0 | (94) | 0 |
Comprehensive income (loss) | (168,187) | 1,005 | (177,243) | (10,912) |
Subscription | ||||
Total revenue | 15,677 | 11,517 | 44,758 | 29,032 |
Total costs of revenue | 3,908 | 2,981 | 10,543 | 8,299 |
License | ||||
Total revenue | 118 | 3,000 | 4,477 | 3,000 |
Total costs of revenue | 0 | 69 | 0 | 69 |
Services | ||||
Total revenue | 3,292 | 2,341 | 8,860 | 5,498 |
Total costs of revenue | 2,460 | 1,730 | 6,785 | 4,270 |
Product | ||||
Total revenue | 8,568 | 8,216 | 25,992 | 24,767 |
Total costs of revenue | $ 7,106 | $ 5,228 | $ 18,036 | $ 15,198 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (loss) | Accumulated Deficit | |
Redeemable convertible preferred, outstanding, beginning (shares) at Dec. 31, 2019 | [1] | 98,542,000 | ||||
Redeemable convertible preferred stock, beginning at Dec. 31, 2019 | $ 110,978 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Conversion of convertible securities (shares) | 4,729,000 | |||||
Conversion of convertible securities | $ 9,501 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Mar. 31, 2020 | 98,542,000 | |||||
Redeemable convertible preferred stock, ending at Mar. 31, 2020 | $ 110,978 | |||||
Common stock, outstanding, beginning (shares) at Dec. 31, 2019 | [1] | 32,132,000 | ||||
Beginning balance at Dec. 31, 2019 | (109,629) | $ 3 | $ 5,871 | $ 36 | $ (115,539) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (8,108) | (8,108) | ||||
Other comprehensive income (loss) | (98) | (98) | ||||
Stock-based compensation | 620 | 620 | ||||
Common stock, outstanding, ending (shares) at Mar. 31, 2020 | 32,132,000 | |||||
Ending balance at Mar. 31, 2020 | $ (117,215) | $ 3 | 6,491 | (62) | (123,647) | |
Redeemable convertible preferred, outstanding, beginning (shares) at Dec. 31, 2019 | [1] | 98,542,000 | ||||
Redeemable convertible preferred stock, beginning at Dec. 31, 2019 | $ 110,978 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Sep. 30, 2020 | 124,979,000 | |||||
Redeemable convertible preferred stock, ending at Sep. 30, 2020 | $ 164,168 | |||||
Common stock, outstanding, beginning (shares) at Dec. 31, 2019 | [1] | 32,132,000 | ||||
Beginning balance at Dec. 31, 2019 | (109,629) | $ 3 | 5,871 | 36 | (115,539) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (10,892) | |||||
Common stock, outstanding, ending (shares) at Sep. 30, 2020 | 32,886,000 | |||||
Ending balance at Sep. 30, 2020 | $ (119,435) | $ 3 | 7,415 | 16 | (126,869) | |
Redeemable convertible preferred, outstanding, beginning (shares) at Mar. 31, 2020 | 98,542,000 | |||||
Redeemable convertible preferred stock, beginning at Mar. 31, 2020 | $ 110,978 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Issuance of Series D redeemable convertible preferred stocks net of issuance costs (shares) | 21,708,000 | |||||
Issuance of Series D redeemable convertible preferred stock net of issuance costs | $ 43,689 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Jun. 30, 2020 | 124,979,000 | |||||
Redeemable convertible preferred stock, ending at Jun. 30, 2020 | $ 164,168 | |||||
Common stock, outstanding, beginning (shares) at Mar. 31, 2020 | 32,132,000 | |||||
Beginning balance at Mar. 31, 2020 | (117,215) | $ 3 | 6,491 | (62) | (123,647) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (3,690) | (3,690) | ||||
Other comprehensive income (loss) | (21) | (21) | ||||
Issuance of common stock upon exercise of stock options (shares) | 355,000 | |||||
Issuance of common stock upon exercise of stock options | 51 | 51 | ||||
Stock-based compensation | 625 | 625 | ||||
Common stock, outstanding, ending (shares) at Jun. 30, 2020 | 32,487,000 | |||||
Ending balance at Jun. 30, 2020 | $ (120,250) | $ 3 | 7,167 | (83) | (127,337) | |
Redeemable convertible preferred, outstanding, ending (shares) at Sep. 30, 2020 | 124,979,000 | |||||
Redeemable convertible preferred stock, ending at Sep. 30, 2020 | $ 164,168 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 906 | 906 | ||||
Other comprehensive income (loss) | 99 | 99 | ||||
Issuance of common stock upon exercise of stock options (shares) | 843,000 | |||||
Issuance of common stock upon exercise of stock options | 138 | 138 | ||||
Repurchase and Retirement of common stock (shares) | (444,000) | |||||
Repurchase and Retirement of common stock | (438) | (438) | ||||
Stock-based compensation | 664 | 664 | ||||
Common stock, outstanding, ending (shares) at Sep. 30, 2020 | 32,886,000 | |||||
Ending balance at Sep. 30, 2020 | $ (119,435) | $ 3 | 7,415 | 16 | (126,869) | |
Redeemable convertible preferred, outstanding, beginning (shares) at Dec. 31, 2020 | 124,979,000 | |||||
Redeemable convertible preferred stock, beginning at Dec. 31, 2020 | $ 164,168 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Mar. 31, 2021 | 124,979,000 | |||||
Redeemable convertible preferred stock, ending at Mar. 31, 2021 | $ 164,168 | |||||
Common stock, outstanding, beginning (shares) at Dec. 31, 2020 | 38,981,000 | 38,981,000 | ||||
Beginning balance at Dec. 31, 2020 | $ (120,700) | $ 4 | 9,159 | 135 | (129,998) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (2,872) | (2,872) | ||||
Other comprehensive income (loss) | (27) | (27) | ||||
Issuance of common stock upon exercise of stock options (shares) | 1,585,000 | |||||
Issuance of common stock upon exercise of stock options | 789 | 789 | ||||
Stock-based compensation | 740 | 740 | ||||
Common stock, outstanding, ending (shares) at Mar. 31, 2021 | 40,566,000 | |||||
Ending balance at Mar. 31, 2021 | $ (122,070) | $ 4 | 10,688 | 108 | (132,870) | |
Redeemable convertible preferred, outstanding, beginning (shares) at Dec. 31, 2020 | 124,979,000 | |||||
Redeemable convertible preferred stock, beginning at Dec. 31, 2020 | $ 164,168 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Sep. 30, 2021 | 0 | |||||
Redeemable convertible preferred stock, ending at Sep. 30, 2021 | $ 0 | |||||
Common stock, outstanding, beginning (shares) at Dec. 31, 2020 | 38,981,000 | 38,981,000 | ||||
Beginning balance at Dec. 31, 2020 | $ (120,700) | $ 4 | 9,159 | 135 | (129,998) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (177,070) | |||||
Issuance of common stock upon exercise of stock options (shares) | 2,673,000 | |||||
Common stock, outstanding, ending (shares) at Sep. 30, 2021 | 242,413,000 | 242,413,000 | ||||
Ending balance at Sep. 30, 2021 | $ 205,726 | $ 24 | 512,808 | (38) | (307,068) | |
Redeemable convertible preferred, outstanding, beginning (shares) at Mar. 31, 2021 | 124,979,000 | |||||
Redeemable convertible preferred stock, beginning at Mar. 31, 2021 | $ 164,168 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Jun. 30, 2021 | 124,979,000 | |||||
Redeemable convertible preferred stock, ending at Jun. 30, 2021 | $ 164,168 | |||||
Common stock, outstanding, beginning (shares) at Mar. 31, 2021 | 40,566,000 | |||||
Beginning balance at Mar. 31, 2021 | (122,070) | $ 4 | 10,688 | 108 | (132,870) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (6,209) | (6,209) | ||||
Other comprehensive income (loss) | 52 | 52 | ||||
Issuance of common stock upon exercise of stock options (shares) | 1,184,000 | |||||
Issuance of common stock upon exercise of stock options | 553 | 553 | ||||
Stock-based compensation | 713 | 713 | ||||
Common stock, outstanding, ending (shares) at Jun. 30, 2021 | 41,750,000 | |||||
Ending balance at Jun. 30, 2021 | $ (126,961) | $ 4 | 11,954 | 160 | (139,079) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Conversion of convertible securities (shares) | (125,031,000) | |||||
Conversion of convertible securities | $ (164,461) | |||||
Issuance of Series D redeemable convertible preferred stocks net of issuance costs (shares) | 52,000 | |||||
Issuance of Series D redeemable convertible preferred stock net of issuance costs | $ 293 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Sep. 30, 2021 | 0 | |||||
Redeemable convertible preferred stock, ending at Sep. 30, 2021 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (167,989) | (167,989) | ||||
Other comprehensive income (loss) | (198) | (198) | ||||
Conversion of convertible securities (shares) | 126,461,000 | |||||
Conversion of convertible securities | 164,461 | $ 13 | 164,448 | |||
Issuance of common stock upon exercise of stock options (shares) | 633,000 | |||||
Issuance of common stock upon exercise of stock options | 357 | 357 | ||||
Issuance of common stock upon exercise of legacy Matterport common stock warrants (shares) | 1,038,000 | |||||
Issuance of common stock (shares) | 72,531,000 | |||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs | 539,897 | $ 7 | 539,890 | |||
Contingent earn-out liability | (235,911) | (235,911) | ||||
Settlement of vested stock options | (554) | (554) | ||||
Stock-based compensation | $ 32,070 | 32,070 | ||||
Common stock, outstanding, ending (shares) at Sep. 30, 2021 | 242,413,000 | 242,413,000 | ||||
Ending balance at Sep. 30, 2021 | $ 205,726 | $ 24 | $ 512,808 | $ (38) | $ (307,068) | |
[1] | (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 4.1193 established in the Merger as described in Note 3. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) | Jul. 22, 2021 | Jul. 21, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Recapitalization exchange ratio | 4.1193 | 4.1193 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (177,070) | $ (10,892) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,121 | 3,538 |
Amortization of debt discount | 135 | 172 |
Amortization of investment premiums, net of accretion of discounts | 413 | 0 |
Stock-based compensation, net of amounts capitalized | 31,997 | 1,794 |
Change in fair value of warrants liabilities | 24,176 | 0 |
Change in fair value of contingent earn-out liability | 98,478 | 0 |
Transaction costs | 565 | 0 |
Loss on extinguishment of debt and convertible notes | 210 | 954 |
Allowance for doubtful accounts | 460 | 581 |
Other | 193 | 10 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,100) | (7,097) |
Inventories | (342) | (2,260) |
Prepaid expenses and other assets | (7,699) | (965) |
Accounts payable | 3,427 | 1,692 |
Deferred revenue | 4,503 | 2,817 |
Accrued expenses and other liabilities | 1,442 | 2,516 |
Net Cash Provided by (Used in) Operating Activities | (21,091) | (7,140) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (536) | (20) |
Capitalized software and development costs | (5,233) | (3,624) |
Purchase of investments | (466,466) | 0 |
Investment in convertible notes | (1,000) | 0 |
Net Cash Provided by (Used in) Investing Activities | (473,235) | (3,644) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds from reverse recapitalization and PIPE financing, net | 612,854 | 0 |
Payment of transaction costs related to reverse recapitalization | (9,813) | 0 |
Proceeds from issuance of redeemable convertible preferred stock, net | 0 | 43,689 |
Proceeds from exercise of stock options | 1,696 | 189 |
Proceeds from debt, net | 0 | 5,221 |
Proceeds from convertible notes, net of issuance costs | 0 | 8,457 |
Repayment of debt | (13,067) | (6,974) |
Settlement of vested stock options | 0 | (554) |
Repurchase of common stock | 0 | (438) |
Net cash provided by financing activities | 591,670 | 49,590 |
Net change in cash, cash equivalents, and restricted cash | 97,344 | 38,806 |
Effect of exchange rate changes on cash | (273) | (22) |
Cash, cash equivalents, and restricted cash at beginning of year | 52,250 | 10,152 |
Cash, cash equivalents, and restricted cash at end of period | 149,321 | 48,936 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 753 | 851 |
Supplemental disclosures of non-cash investing and financing information | ||
Contingent earn-out liability recognized upon the closing of the reverse recapitalization | 231,627 | 0 |
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | 164,461 | 0 |
Unpaid transaction costs | $ 200 | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | ORGANIZATION AND DESCRIPTION OF BUSINESS Matterport, Inc. and its subsidiaries (collectively, “Matterport” or the “Company”) is leading the digitization and datafication of the built world. Matterport’s pioneering technology has set the standard for digitizing, accessing and managing buildings, spaces and places online. Matterport’s platform comprising innovative software, spatial data-driven data science, and 3D capture technology has broken down the barriers that have kept the largest asset class in the world, buildings and physical spaces, offline and underutilized for so long. The Company was incorporated in the state of Delaware in 2011. The Company is headquartered at Sunnyvale, California. On July 22, 2021 (the “Closing Date”), the Company consummated the previously announced merger (collectively with the other transactions described in the Merger Agreement, the “Merger”, “Closing”, or “Transactions”) pursuant to an Agreement and Plan of Merger, dated February 7, 2021 (the “Merger Agreement”), by and among the Company (at such time named Gores Holding VI, Inc., (“Gores”, or “GHVI”), First Merger Sub, Second Merger Sub, and the pre-Merger Matterport, Inc. (“Legacy Matterport”). In connection with the consummation of the Merger, the registrant changed its name from Gores Holdings VI, Inc. to Matterport, Inc. First Merger Sub merged with and into Legacy Matterport, with Legacy Matterport continuing as the surviving corporation (the “First Merger”), and immediately following the First Merger and as part of the same overall transaction as the First Merger, Legacy Matterport merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity as a wholly owned subsidiary of the Company, under the new name “Matterport Operating, LLC” (the “Mergers”). See Note 3 “ Reverse Recapitalization ” for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Other than policies noted below, no material changes have been made to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 included in Matterport’s proxy statement/prospectus filed with the SEC on August 27, 2021. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission, (“SEC”), regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2020 and 2019 and the related notes included in the Company’s Registration Statement on Form S-1 filed with the SEC on August 19, 2021, which provides a more complete discussion of the Company’s accounting policies and certain other information. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2021, and its results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The condensed consolidated balance sheet as of December 31, 2020, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Reclassification Certain prior-period amounts have been reclassified in the accompanying Condensed Consolidated Financial Statements and Notes thereto in order to conform to the current period presentation. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures in the condensed consolidated financial statements and accompanying notes. Significant estimates include assumptions related to the fair value of common stock and other assumptions used to measure stock-based compensation, valuation of deferred tax assets, the estimate of net realizable value of inventory, allowance for doubtful accounts, the fair value of common stock warrants, public and private warrants liability, and e arn-out shares, and the determination of stand-alone selling price (“SSP”) of various performance obligations. As of September 30, 2021, future impact of the COVID-19 pandemic on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the pandemic, impact on the Company’s subscribers and their spending habits, impact on the Company’s marketing efforts, and effect on the Company’s suppliers, all of which are uncertain and cannot be predicted with certainty. As a result, many of the Company’s estimates and assumptions required increased judgment and these estimates may change materially in future periods. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and various other factors, including the current economic environment and the impact of COVID-19, which management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company adjusts such estimates and assumptions when dictated by facts and circumstances. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. Actual results may differ materially from those estimates. Segment information The Company has a single operating segment and reportable segment. The Company’s chief operating decision-maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. Refer to Note 4, for information regarding the Company’s revenue by geography. Substantially all of the Company’s long-lived assets are located in the United States. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, and accounts receivable. The Company maintains its cash balances in accounts held by major banks and financial institutions located in the United States. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation insurance limit, and the Company considers such risk to be minimal. We invest only in high-quality credit instruments and maintain our cash and cash equivalents and available-for-sale investments in fixed income securities. Management believes that the financial institutions that hold our investments are financially sound and, accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company’s accounts receivable is derived from customers located both inside and outside the United States. The Company mitigates its credit risks by performing ongoing credit evaluations of the financial condition of its customers and requires advance payment from customers in certain circumstances. The Company generally does not require collateral from its customers. The following table presents revenues by customers representing 10% or more of total revenues for the three and nine months ended September 30, 2021 and 2020, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Customer: Customer A * 12.0 % * * * Represents less than 10% The following table presents total accounts receivable representing 10% or more of total accounts receivable at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Customer: Customer B 11.1 % * * Represents less than 10% Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions. Amounts receivable from credit card processors of approximately $0.6 million and $0.8 million as of September 30, 2021 and December 31, 2020, respectively, are also considered cash equivalents because they are both short-term and highly-liquid in nature and are typically converted to cash approximately three to five business days from the date of the underlying transaction. The Company had restricted cash of $0.5 million and $0.4 million as of September 30, 2021 and December 31, 2020. The restricted cash is cash deposits restricted under the 2020 Term Loan. Refer to Note 7. Debt for additional information. Accounts Receivable, Net Accounts receivable consists of current trade receivables due from customers recorded at the invoiced amount, net of allowances for doubtful accounts. The Company’s accounts receivable primarily represent amounts due from customers arising from revenue and are stated at the amount the Company expects to collect from outstanding balances. On a periodic basis, the Company evaluates accounts receivable estimated to be uncollectible and provides allowances, as necessary, for doubtful accounts. As of September 30, 2021 and December 31, 2020, the allowance for doubtful accounts was $0.2 million and $0.8 million, respectively. Investment The Company classifies its investments in marketable and non-marketable securities as available-for-sale at the time of purchase based on the legal form of the security, the Company’s intended holding period for the security, and the nature of the transaction. Investments not considered cash equivalents and with maturities within one year or less from the condensed consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the condensed consolidated balance sheet date are classified as long-term investments. Unrealized gains and losses on available-for-sale debt securities are excluded from net income (loss) and reported in accumulated other comprehensive income (loss) (“AOCI”) as a separate component of stockholders’ equity. Other income (expense), net, includes interest, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. We regularly review all of our investments for other-than-temporary declines in fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in fair value of an investment is below our accounting basis and the decline is other-than-temporary, we reduce the carrying value of the security we hold and record a loss for the amount of such decline. Transaction costs Transaction costs consist of direct legal, accounting and other fees relating to the consummation of the Merger. These costs were initially capitalized as incurred in other assets on the condensed consolidated balance sheets. Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ equity (deficit) while costs associated with the public and private warrants liabilities were expensed in the condensed consolidated statements of operations and comprehensive loss. As of December 31, 2020, $0.1 million of deferred transaction costs were included within other assets in the condensed consolidated balance sheet. The Company and Gores incurred $10.0 million and $26.3 million transaction costs, respectively. The total transaction cost was $36.3 million, consisting of underwriting, legal, and other professional fees, of which $35.7 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $0.6 million was expensed immediately upon the Closing. Warrants Liability The Company assumed publicly-traded warrants (“Public Warrants”) and private warrants (“Private Warrants”) upon the Closing. The Company accounts for warrants for shares of the Company’s Class A common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Earn-out Arrangement In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, eligible Legacy Matterport stockholders and Legacy Matterport stock option and restricted share unit (“RSU”) holders are entitled to receive an aggregate of 23,460,000 shares of the Company’s Class A c ommon stock (“Earn-out Shares”) upon the Company achieving certain Earn-out Triggering Events during the Earn-out Period (as described in Note 11). In accordance with ASC 815-40, Earn-out Shares issuable to Legacy Matterport common stockholders in respect of such common stock are not solely indexed to the common stock and therefore are accounted for as contingent earn-out liability on the condensed consolidated balance sheet at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss). Earn-out Shares issuable to certain holders of Legacy Matterport stock options and RSUs in respect of such stock options and RSUs (the “Earn-out Awards”) are subject to forfeiture and are accounted for in accordance with ASC 718. The Company measures and recognizes stock-compensation expense based on the fair value of the Earn-out Awards over the derived service period for each tranche. Forfeitures are accounted for as they occur. Upon the forfeiture of Earn-out Shares issuable to any eligible holder of Legacy Matterport stock options and RSUs, the forfeited Earn-out awards are subject to reallocation and grant on a pro rata basis to the remaining eligible Legacy Matterport stockholders and stock options and RSUs holders. The reallocated issuable shares to Legacy Matterport common stockholders are recognized as contingent earn-out liability, and the reallocated issuable shares to Legacy Matterport stock options and RSUs holders are recognized as share-based compensation over the remaining derived service period based on the fair value on the date of the reallocation. The estimated fair value of the Earn-out Shares is allocated proportionally to contingent earn-out liability and the grant date fair value of the Earn-out Awards. The estimated fair value of the Earn-out Shares is determined using a Monte Carlo simulation prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and dividend rate. The contingent earn-out liability is categorized as a Level 3 fair value measurement because the Company estimates projections during the Earn-out Period utilizing unobservable inputs. See Note 6 “Fair Value Measurement” and Note 13 “Contingent Earn-Out Liability” for additional information. If the applicable earn-out triggering event is achieved for a tranche, the Company will account for the Earn-out Shares for such tranche as issued and outstanding common stock. As of September 30, 2021 , the earn-out triggering events have not yet been achieved, the Earn-out Shares are contingently issuable and not reflected in the condensed consolidated financial statements. Fair Value Measurement The Company applied fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risks. Advertising Costs Advertising costs are expensed as incurred and included in selling, general, and administrative in the condensed consolidated statements of operations and comprehensive income (loss). Advertising expense was $2.3 million and $0.9 million for the three months ended September 30, 2021 and 2020, and $5.8 million and $3.0 million for the nine months ended September 30, 2021 and 2020, respectively. Comprehensive Income (loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) reflects gains and losses that are recorded as a component of stockholders’ equity (deficit) and are excluded from net income (loss). Other comprehensive income (loss) consists of foreign currency translation adjustments related to consolidation of foreign entities and unrealized gain (loss) on marketable securities classified as available-for-sale. Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 either (1) within the same periods as those otherwise applicable to public business entities or (2) within the same time periods as nonpublic business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. As a result, the Company’s financial statements may not be comparable to companies that comply with public company effective dates because of this election. Recently Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires customers to apply internal-use software guidance to determine the implementation costs that are able to be capitalized. Under the new standard, capitalized implementation costs are generally amortized over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. All capitalized implementation amounts will be required to be presented in the same line items of the consolidated financial statements as the related hosting fees. The Company adopted ASU No. 2018-15 beginning January 1, 2021 on a prospective method. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards Not yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize on the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. This ASU is effective for public and private companies’ fiscal years beginning after December 15, 2018, and December 15, 2021, respectively, with early adoption permitted. The Company expects to adopt ASU No. 2016-02 under the private company transition guidance beginning January 1, 2022, and is currently evaluating the impact on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. This ASU is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company expects to adopt ASU No. 2016-13 under the private company transition guidance beginning January 1, 2023, and is currently evaluating the impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU No. 2019-12 will be effective for public entities for interim and annual periods beginning after December 15, 2020, with early adoption permitted. ASU No. 2019-12 will be effective for private entities for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company expects to adopt ASU No. 2019-12 under the private company transition guidance beginning January 1, 2022, and is currently assessing the impact the guidance will have on the Company’s condensed consolidated financial statements. |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | REVERSE RECAPITALIZATION On July 22, 2021, in connection with the Merger, the Company raised gross proceeds of $640.1 million, including the contribution of $345.1 million of cash held in Gores’ trust account from its initial public offering and an aggregate purchase price of $295.0 million in a private placement pursuant to the subscription agreements (“Private Investment in Public Equity” or “PIPE) at $10.00 per share of Gores’ Class A common stock. The Company paid $0.9 million to Gores’ stockholders who redeemed Gores’ Class A common stock immediately prior to the Closing. The Company and Gores incurred $10.0 million and $26.3 million transaction costs, respectively. The total transaction cost was $36.3 million, consisting of underwriting, legal, and other professional fees, of which $35.7 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $0.6 million was expensed immediately upon the Closing. The aggregate consideration paid to Legacy Matterport stockholders in connection with the Merger (excluding any potential Earn-Out Shares), was 218,875,000 shares of the Company Class A common stock, par value $0.0001 per share. The Per Share Matterport Stock Consideration was equal to approximately 4.1193 (the “Exchange Ratio”). The following transactions were completed concurrently upon the Closing: • Immediately prior to the Closing, 52,236 shares Series D redeemable convertible preferred stock of Legacy Matterport were issued to a customer of Legacy Matterport. • each issued and outstanding share of Legacy Matterport preferred stock was canceled and converted into the right to receive a total of 126,460,926 shares of the Matterport Class A common stock; • each Legacy Matterport warrant was exercised in full in exchange for the issuance of 1,038,444 shares of Matterport Class A common stock to the holder of such Matterport Warrant; • each issued and outstanding share of Legacy Matterport common stock (including the items mentioned in above points) was canceled and converted into the right to receive an aggregate number of shares of Class A common stock equal to the Per Share Matterport Stock Consideration; • each outstanding vested and unvested Legacy Matterport common stock option was converted into a rollover option, exercisable for shares of Matterport 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 Per Share Matterport Stock Consideration; and • each outstanding and unvested Legacy Matterport RSU was converted into a rollover RSU for shares of Matterport Class A common stock with the same terms except for the number of shares, which were adjusted using the Per Share Matterport Stock Consideration The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Gores was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on holders of Matterport capital stock comprising a relative majority of the voting power of the combined entity upon consummation of the Merger and having the ability to nominate the majority of the governing body of the combined entity, Matterport’s senior management comprising the senior management of the combined entity, and Matterport’s operations comprising the ongoing operations of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity upon consummation of the Merger represented a continuation of the financial statements of Matterport with the Merger being treated as the equivalent of Matterport issuing stock for the net assets of Gores, accompanied by a recapitalization. The net assets of Gores are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Matterport in future reports of the combined entity. All periods prior to the Merger have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. The number of shares of Class A common stock issued immediately following the consummation of the Merger was as follows (shares are in thousands): Shares Legacy Matterport Stockholders (1) 169,425 Public Stockholders of Gores 34,406 Initial Stockholders (defined below) of Class F Stock (2) 8,625 PIPE Investors (3) 29,500 Total 241,956 (1) Excludes 23,460,000 shares of Class A common stock issuable in earn-out arrangement as they are not issuable until 180 days after the Closing and are contingently issuable based upon the triggering events that have not yet been achieved. (2) Represents shares of Class A common stock issued into which shares of Class F common stock of the Company (“Class F Stock”) were converted upon the consummation of the Merger. Excludes 4,079,000 shares of Class A Stock purchased under the Sponsor Subscription Agreement and excludes 15,000 shares of Class A Stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE Investment. Gores Holdings VI Sponsor, LLC, a Delaware limited liability company , Mr. Randall Bort, Ms. Elizabeth Marcellino and Ms. Nancy Tellem, Gores’ independent directors, are collectively noted as “Initial Stockholders”. (3) Includes the Initial Stockholders’ ownership of 4,079,000 shares of Class A Stock purchased under the Sponsor Subscription Agreement and includes 15,000 shares of Class A Stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE Investment. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Disaggregated Revenue —The following table shows the revenue by geography for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue: United States $ 16,383 $ 16,638 $ 51,518 $ 40,983 International 11,272 8,436 32,569 21,314 Total revenue $ 27,655 $ 25,074 $ 84,087 $ 62,297 No country other than the United States accounted for more than 10% of the Company’s revenue for the three and nine months ended September 30, 2021 and 2020, respectively. The geographical revenue information is determined by the ship-to address of the products and the billing address of the customers of the services. The following table shows over time versus point-in-time revenue for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Over time revenue $ 18,969 $ 13,858 $ 53,618 $ 34,530 Point-in-time revenue 8,686 11,216 30,469 27,767 Total $ 27,655 $ 25,074 $ 84,087 $ 62,297 Contract Balances —The timing of revenue recognition differs from the timing of invoicing to customers and this timing difference results in contract liabilities (deferred revenue) on the Company’s condensed consolidated balance sheets. The contract balances as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, Accounts receivable, net $ 7,793 $ 2,700 Unbilled accounts receivable $ 1,779 $ 1,224 Deferred revenue $ 9,113 $ 4,903 During the nine months ended September 30, 2021 and 2020, the Company recognized r evenue of $4.1 million and $1.9 million that was included in the deferred revenue balance at the beginning of the fiscal year, respectively. Contracted but unsatisfied performance obligations were $22.7 million at the end of September 30, 2021 and consisted of deferred revenue and backlog. The contracted but unsatisfied or partially unsatisfied performance obligations expected to be recognized over the next 12 months at the end of September 30, 2021 were $20.1 million, and the remaining thereafter. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | BALANCE SHEET COMPONENTS Allowance for Doubtful Accounts —Allowance for doubtful accounts as of September 30, 2021 and 2020 and the rollforward for three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Balance—beginning of period $ (32) $ (566) $ (799) $ (337) Increase in reserves (309) (340) (460) (581) Write-offs 159 — 1,077 12 Balance—end of period $ (182) $ (906) $ (182) $ (906) Inventories —Inventories as of September 30, 2021 and December 31, 2020, consisted of the following (in thousands): September 30, December 31, Finished Goods $ 1,026 $ 538 Work in process 1,480 2,219 Purchased parts and raw materials 1,483 889 Total inventories $ 3,989 $ 3,646 Property and Equipment, Net —Property and equipment as of September 30, 2021 and December 31, 2020, consisted of the following (in thousands): September 30, December 31, Machinery and equipment $ 1,945 $ 1,435 Furniture and fixtures 354 359 Leasehold improvements 728 733 Capitalized software and development costs 24,902 18,126 Total property and equipment 27,929 20,653 Accumulated depreciation and amortization (16,552) (12,443) Total property and equipment, net $ 11,377 $ 8,210 Depreciation and amortization expenses were $1.5 million and $1.2 million for three months ended September 30, 2021 and 2020, respectively, and $4.1 million and $3.5 million for the nine months ended September 30, 2021 and 2020, respectively. Additions to capitalized software and development costs, inclusive of stock-based compensation in the three months ended September 30, 2021 and 2020 was $3.3 million and $1.2 million, respectively. Additions to capitalized software and development costs, inclusive of stock-based compensation in the nine months ended September 30, 2021 and 2020, was $6.7 million and $3.7 million, respectively. These are recorded as part of property and equipment, net on the condensed consolidated balance sheets. Amortization expense was $1.4 million and $1.1 million for three months ended September 30, 2021 and 2020, respectively, of which $1.2 million and $1.0 million was recorded to costs of revenue related to subscription and $0.2 million and $0.1 million to selling, general and administrative in the condensed consolidated statements of operations and comprehensive income (loss), respectively. Amortization expense was $3.8 million and $3.3 million for nine months ended September 30, 2021 and 2020, respectively, of which $3.3 million and $2.9 million was recorded to costs of revenue related to subscription and $0.5 million and $0.4 million to selling, general and administrative in the condensed consolidated statements of operations and comprehensive income (loss), respectively. Accrued Expenses and Other Current Liabilities —Accrued expenses and other current liabilities as of September 30, 2021 and December 31, 2020, consisted of the following (in thousands): September 30, December 31, Accrued compensation $ 2,503 $ 3,208 Tax payable 945 1,164 Transaction cost payable 200 135 Other current liabilities 5,133 2,488 Total accrued expenses and other current liabilities $ 8,781 $ 6,995 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS We categorize assets and liabilities recorded or disclosed at fair value on our condensed consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: Level 1 —Inputs are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 —Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 —Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The inputs require significant management judgment or estimation. The Company’s financial assets and liabilities that were measured at fair value on a recurring basis were as follows (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 138,730 $ — $ — $ 138,730 Total cash equivalents $ 138,730 $ — $ — $ 138,730 Short-term investments: Corporate debt securities — 44,274 — 44,274 Commercial paper — 129,894 — 129,894 Total short-term investments $ — $ 174,168 $ — $ 174,168 Long-term investments: U.S. government and agency securities $ 180,988 $ — $ — $ 180,988 Non-U.S. government and agency securities — 24,483 — 24,483 Corporate debt securities — 85,429 — 85,429 Total long-term investments $ 180,988 $ 109,912 $ — $ 290,900 Other assets: Convertible notes receivable $ — $ — $ 1,095 $ 1,095 Total other assets: $ — $ — $ 1,095 $ 1,095 Total assets measured at fair value $ 319,718 $ 284,080 $ 1,095 $ 604,893 Financial Liabilities: Public warrants liability $ 53,682 $ — $ — $ 53,682 Private warrants liability — 34,621 — 34,621 Contingent earn-out liability — 334,389 334,389 Total liabilities measured at fair value $ 53,682 $ 34,621 $ 334,389 $ 422,692 December 31, 2020 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 43,116 $ — $ — $ 43,116 Total cash equivalents $ 43,116 $ — $ — $ 43,116 Total assets measured at fair value $ 43,116 $ — $ — $ 43,116 Available-for-sale Debt Securities The following tables summarize the amortized cost, unrealized gains and losses, and fair value of our available-for-sale debt securities as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 181,104 $ — $ (116) $ 180,988 Non-U.S. government and agency securities 24,490 — (6) 24,484 Corporate debt securities 129,775 — (72) 129,703 Commercial paper 129,888 5 — 129,893 Convertible notes receivable 1,000 95 — 1,095 Total available-for-sale investments $ 466,257 $ 100 $ (194) $ 466,163 Unrealized losses related to these securities are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell and it is not likely that we would be required to sell these securities before recovery of their amortized cost basis, which may be at maturity. As a result, there were no other-than-temporary impairments recorded for these securities at September 30, 2021. In January 2021, Legacy Matterport entered a convertible note agreement with a privately held company as a strategic investment for a principal of $1.0 million. The note bears an interest rate of 5.0% per annum and matures in January 2023. The convertible note receivable is accounted for as available-for-sale debt securities in other assets based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset, with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income (loss). The fair value of the convertible note receivable was determined using a probability-weighted assessment of redemption and conversion scenarios upon the investee closing additional financing. The key inputs to determining fair values under that approach included probability of repayment and conversion scenarios, and discount rates. As of September 30, 2021, the Company applied a probability of 80% and 20% to the conversion and repayment scenario, respectively and a discount rate of 15.67% in the valuation. The following table summarizes the amortized cost and fair value of our available-for-sale debt securities as of September 30, 2021, by contractual years-to-maturity (in thousands): Amortized Cost Fair Value Due within one year $ 174,176 $ 174,167 Due between one and three years 292,081 291,996 Total $ 466,257 $ 466,163 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The Company’s short-term and long-term debt is secured by substantially all the assets of the Company and subject the Company to certain affirmative and negative covenants. Failure to comply with these covenants could result in an event of default, which may lead to an acceleration of the amounts owed and other remedies. 2015 Term Loan and Line of Credit — On May 20, 2015, the Company entered into a Loan and Security Agreement with a lender (the “2015 Agreement”) to borrow a term loan up to $4.0 million (“2015 Term Loan”). The Company borrowed the full $4.0 million term loan on September 23, 2016. The term loan matured on September 30, 2019. The Company was required to make 36 equal installment payments of principal starting October 2016 through September 2019. The term loan bore interest at a floating per annum rate equal to 1.0% above the prime rate published by Wall Street Journal (the “Prime Rate”). Interest was payable monthly. The Company repaid the 2015 Term Loan by September 2019. The agreement also allowed the Company to borrow under financing of eligible accounts, for up to $1.0 million (“2015 Account Financing”). The Company did not borrow any amount under the 2015 Account Financing. On May 22, 2017, the Company amended and restated the 2015 Agreement with the lender (the “2015 Amended and Restated Agreement”) for an additional revolving line of credit up to $2.0 million. The line of credit bore interest at a floating per annum rate equal to 0.5% above the Prime Rate. The line of credit matured on May 22, 2019. On October 26, 2017, the Company amended the 2015 Amended and Restated Agreement with the lender (the “2017 Amendment”) for an additional term loan up to $1.5 million (“2017 Term Loan”). The Company borrowed the full $1.5 million on November 3, 2017. The Company was required to make monthly interest-only payments starting December 2017 and 36 equal installment payments of principal starting October 2018 through September 2021. The term loan bore interest at a floating per annum rate equal to the greater of (a) 1.0% above the Prime Rate; and (b) 5.25%. Interest was payable monthly. On September 16, 2019, the Company amended and restated the 2015 Amended and Restated Agreement and the 2017 Amendment with the lender (the “2017 Second Amended and Restated Agreement”). The agreement provided the Company with a term loan up to $3.0 million (“2019 Term Loan”). The loan must be first used to repay the prior term loan and accrued interest. The Company borrowed the full $3.0 million on September 16, 2019, and $1.0 million of the amount was used to repay in full the outstanding principal and interest under the 2017 Term Loan. The term loan matures on May 1, 2023. The Company was required to make 36 equal installments payments of principal, plus monthly payment of accrued interest starting in June 2020 through May 2023. The term loan bears interest at a floating per annum rate equal to the greater of (a) 1.0% above the Prime Rate and (b) 5.25%. The amendment also provided the Company with a revolving line of credit up to $3.0 million due in September 2020. The Company borrowed $3.0 million under the line of credit on September 27, 2019. The principal amount outstanding under the revolving line of credit bears interest at a floating per annum rate equal to the greater of (a) 0.5% above the Prime Rate and (b) 5.25%. Interest is payable monthly. The restructuring of the term loan was accounted for as an extinguishment. The loss on extinguishment was not material. On April 28, 2020, the Company amended the 2017 Second Amended and Restated Agreement with the lender (the “2020 Amendment”) to increase the limit of the revolving line of credit from $3.0 million to $5.0 million and extend the maturity date of the revolving line to December 15, 2020. On December 22, 2020, the Company amended and extended the line of credit maturity date from December 15, 2020, through December 14, 2021. The interest rates for the term loan and the revolving line of credit were 5.25%. In July 2021, the Company repaid in full the Line of Credit of $3.0 million. For the three months ended September 30, 2021 and 2020, the Company recorded less than $0.1 million and $0.1 million of interest expense under the 2019 Term Loan and the Line of Credit. For nine months ended September 30, 2021 and 2020, the Company recorded $0.2 million of interest expenses under the 2019 Term Loan and the Line of Credit. The Company repaid $1.9 million and $2.4 million of principal outstanding under the 2019 Term Loan during the three and nine months ended September 30, 2021. The 2015 Term Loan was fully repaid as of September 30, 2021. 2018 Term Loan — On April 20, 2018, the Company entered into a $10.0 million term loan agreement (the “2018 Agreement”) with a lender maturing on May 1, 2022. The loan was repayable in 48 monthly scheduled installments commencing on May 1, 2018. The Company was required to make interest-only payments for the first 12 months starting May 2018 and thereafter to make 36 equal installment payments through the maturity date of the loan. The interest rate was fixed at 11.5% per annum. The Company accreted the final payment liability up to the redemption amount as part of the 2018 Agreement term loan balance and recognized interest expense over the term of the loan. The Company incurred certain debt issuance costs in connection with the above loan agreements. Such cost was capitalized against the loan proceeds. The Company also issued warrants to purchase common stock in conjunction with the above loan agreements. The Company determined the fair value of the warrants using the Black-Scholes option-pricing model, which was recorded to additional paid-in capital and an adjustment against the loan proceeds. The debt issuance cost was capitalized and amortized as interest expense over the initial term of the agreement. For the three months ended September 30, 2021 and 2020, the Company recorded $0.1 million and $0.2 million of interest expense, respectively, and repaid $3.9 million and $0.8 million of principal outstanding under the 2018 Agreement, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded $0.3 million and $0.6 million of interest expense, respectively, and repaid $5.6 million and $2.4 million of principal outstanding under the 2018 Agreement, respectively. The amount repaid in the three and nine months ended September 30, 2021 included a $0.5 million required final payment fee pursuant to the 2018 Agreement and $0.1 million prepayment fee as the Company fully repaid the 2018 Term Loan in July 2021. The Company recorded $0.1 million loss on the extinguishment for the three months ended September 30, 2021. 2020 Term Loan — On February 20, 2020, the Company entered into a $2.0 million term loan agreement (“2020 Term Loan”) with a lender. The loan was provided under two facilities: facility A was comprised of $1.0 million maturing in 36 months, and facility B was comprised of $1.0 million maturing in 30 months. On April 17, 2020, the Company borrowed $1.0 million from facility A, and on October 12, 2020 the Company borrowed the full $1.0 million from facility B. In addition to the principal payment, both loan facilities require a fixed monthly coupon payment. The aggregated annual coupon payment was $0.1 million. The principal was payable in 24 equal installments commencing on May 31, 2021 through April 30, 2023. The interest rate was fixed at 4.75% per annum. The Company incurred certain debt issuance costs in connection with the above loan agreements. Such cost was capitalized against the loan proceeds. The Company also issued warrants to purchase common stock in conjunction with the above loan agreements. The Company determined the fair value of the warrants using the Black-Scholes option-pricing model, which is recorded to additional paid-in capital and an adjustment against the loan proceeds. The debt issuance costs were amortized as additional interest expense over the term of the agreement. For the three months ended September 30, 2021 and 2020, the Company recorded less than $0.1 million of interest expense, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded $0.2 million and less than $0.1 million of interest expense, respectively. The Co mpany started repayment of principal in May 2021 and repaid $1.8 million and $2.0 million of principal outstanding during the three and nine months ended September 30, 2021. The Company fully repaid 2020 Term Loan and recorded $0.1 million loss on the 2018 Term Loan extinguishment for the three months ended September 30, 2021. 2020 Note —In April 2020, the Company entered into a Paycheck Protection Program Note (“PPP Note”) for $4.3 million pursuant to the PPP under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act administered by the U.S. Small Business Administration (“SBA”). The term of the PPP Note was two years with a maturity date in April 2022 and contained a fixed annual interest rate of 1.0%. Principal and interest were payable monthly and could be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Company repaid in full the PPP Note in May 2020. The Company recorded less than $0.1 million of interest expense for the three months ended September 30, 2020. The Company fully repaid all the above debt as of September 30, 2021. Debt obligations as of December 31, 2020, consisted of the following (in thousands): December 31, Line of credit $ 3,000 2019 term loan 2,417 2018 term loan 5,650 2020 term loan 2,000 Total debt $ 13,067 Less: unamortized debt discount (350) Total debt, net of debt discount 12,717 Less: Current portion of long-term debt (8,215) Long-term debt $ 4,502 The Company issued convertible notes between January 2020 and March 2020 to various investors amounting to $8.5 million (“2020 Notes”). The convertible notes carry an interest rate of 5.0% per annum. The notes mature in January 2022 and cannot be prepaid without written consent. As per the terms of the convertible note agreement, if a qualified financing, defined as a transaction or series of transactions by which the Company sells redeemable convertible preferred stock for aggregate gross proceeds of at least $10.0 million, occurs prior to the payment of the notes, then the notes plus accrued and unpaid interest shall automatically convert into shares of redeemable convertible preferred stock at a price paid by the other purchasers of the redeemable convertible preferred stock sold in the qualified financing discounted by 10.0% if converted prior to January 2021, and on or after January 2021 by 15.0%. If no qualified financing occurs on or prior to the maturity date, then the outstanding principal amount of these convertible notes and all accrued and unpaid interest shall be converted into Series D redeemable convertible preferred stock at a conversion price of $2.0181 per share. During April and June 2020, the Company completed the Series D redeemable convertible preferred stock financing and subsequently issued 21,708,519 shares of Series D redeemable convertible preferred stock at $2.0181 per share for total cash proceeds of $43.8 million. Accordingly, as this meets the qualified financing requirement, all of the convertible notes, including unpaid accrued interest of $8.6 million converted into 4,728,975 shares of Series D redeemable convertible preferred stock at $1.8163 per share in April 2020. The combined aggregate amount of the proceeds from the Series D redeemable convertible preferred stock financing and the converted notes was $52.4 million. The 2020 Notes contain an embedded derivative. The fair value of the derivative was recorded as a liability with an offsetting amount recorded as a debt discount, and the debt discount is recorded against the carrying amount of the related convertible notes outstanding. The amortization of the debt discount was recorded as interest expense. The embedded derivative liability was re-valued to the current fair value at the end of each reporting period using the income-based approach. Upon conversion, the embedded derivative liability was re-valued at the conversion, and then the related fair value amount was recorded to other (expense) income in the consolidated statements of operations and comprehensive income (loss) as part of loss on debt extinguishment. The fair value of the embedded derivative upon issuance was $1.0 million and was adjusted to $0.9 million upon conversion in April 2020. Interest expense was accreted on the convertible notes between issuance and conversion. Interest expense on the convertible notes that are included in interest expense are nil and $0.1 million for the three and nine months ended September 30, 2020 . |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Lease and Purchase Obligation —The Company leases offices under operating leases for its U.S. headquarters and international locations that expire at various dates through 2025. Under the lease agreements that contain escalating rent provisions, lease expense is recorded on a straight-line basis over the lease term. Rent expense for the three months ended September 30, 2021 and 2020 was $0.4 million and $0.6 million, respectively. Rent expense for the nine months ended September 30, 2021 and 2020, was $1.3 million and $1.9 million, respectively. In addition, the Company has purchase obligations, which includes agreements and issued purchase orders containing non-cancelable payment terms to purchase goods and services. As of September 30, 2021, future minimum operating lease payments and purchase obligations are as follows (in thousands): Operating Purchase Total Lease Remainder of 2021 $ 318 $ 8,313 $ 8,631 2022 1,301 5,221 6,522 2023 1,339 165 1,504 2024 1,306 153 1,459 2025 207 — 207 Total $ 4,471 $ 13,852 $ 18,323 Litigation —The Company is named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of business. The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss and the Company has made an assessment of the probability of incurring any such losses and whether or not those losses are estimable. As of September 30, 2021 and December 31, 2020, there were no amounts accrued that the Company believes would be material to its financial position. Indemnification —In the ordinary course of business, the Company enters into certain agreements that provided for indemnification by the Company of varying scope and terms to customers, vendors, directors, officers, employees and other parties with respect to certain matters. Indemnification includes losses from breach of such agreements, services provided by the Company, or third-party intellectual property infringement claims. These indemnities may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments, in some circumstances, are not subject to a cap. As of September 30, 2021, there were no known events or circumstances that have resulted in a material indemnification liability. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | DEBT The Company’s short-term and long-term debt is secured by substantially all the assets of the Company and subject the Company to certain affirmative and negative covenants. Failure to comply with these covenants could result in an event of default, which may lead to an acceleration of the amounts owed and other remedies. 2015 Term Loan and Line of Credit — On May 20, 2015, the Company entered into a Loan and Security Agreement with a lender (the “2015 Agreement”) to borrow a term loan up to $4.0 million (“2015 Term Loan”). The Company borrowed the full $4.0 million term loan on September 23, 2016. The term loan matured on September 30, 2019. The Company was required to make 36 equal installment payments of principal starting October 2016 through September 2019. The term loan bore interest at a floating per annum rate equal to 1.0% above the prime rate published by Wall Street Journal (the “Prime Rate”). Interest was payable monthly. The Company repaid the 2015 Term Loan by September 2019. The agreement also allowed the Company to borrow under financing of eligible accounts, for up to $1.0 million (“2015 Account Financing”). The Company did not borrow any amount under the 2015 Account Financing. On May 22, 2017, the Company amended and restated the 2015 Agreement with the lender (the “2015 Amended and Restated Agreement”) for an additional revolving line of credit up to $2.0 million. The line of credit bore interest at a floating per annum rate equal to 0.5% above the Prime Rate. The line of credit matured on May 22, 2019. On October 26, 2017, the Company amended the 2015 Amended and Restated Agreement with the lender (the “2017 Amendment”) for an additional term loan up to $1.5 million (“2017 Term Loan”). The Company borrowed the full $1.5 million on November 3, 2017. The Company was required to make monthly interest-only payments starting December 2017 and 36 equal installment payments of principal starting October 2018 through September 2021. The term loan bore interest at a floating per annum rate equal to the greater of (a) 1.0% above the Prime Rate; and (b) 5.25%. Interest was payable monthly. On September 16, 2019, the Company amended and restated the 2015 Amended and Restated Agreement and the 2017 Amendment with the lender (the “2017 Second Amended and Restated Agreement”). The agreement provided the Company with a term loan up to $3.0 million (“2019 Term Loan”). The loan must be first used to repay the prior term loan and accrued interest. The Company borrowed the full $3.0 million on September 16, 2019, and $1.0 million of the amount was used to repay in full the outstanding principal and interest under the 2017 Term Loan. The term loan matures on May 1, 2023. The Company was required to make 36 equal installments payments of principal, plus monthly payment of accrued interest starting in June 2020 through May 2023. The term loan bears interest at a floating per annum rate equal to the greater of (a) 1.0% above the Prime Rate and (b) 5.25%. The amendment also provided the Company with a revolving line of credit up to $3.0 million due in September 2020. The Company borrowed $3.0 million under the line of credit on September 27, 2019. The principal amount outstanding under the revolving line of credit bears interest at a floating per annum rate equal to the greater of (a) 0.5% above the Prime Rate and (b) 5.25%. Interest is payable monthly. The restructuring of the term loan was accounted for as an extinguishment. The loss on extinguishment was not material. On April 28, 2020, the Company amended the 2017 Second Amended and Restated Agreement with the lender (the “2020 Amendment”) to increase the limit of the revolving line of credit from $3.0 million to $5.0 million and extend the maturity date of the revolving line to December 15, 2020. On December 22, 2020, the Company amended and extended the line of credit maturity date from December 15, 2020, through December 14, 2021. The interest rates for the term loan and the revolving line of credit were 5.25%. In July 2021, the Company repaid in full the Line of Credit of $3.0 million. For the three months ended September 30, 2021 and 2020, the Company recorded less than $0.1 million and $0.1 million of interest expense under the 2019 Term Loan and the Line of Credit. For nine months ended September 30, 2021 and 2020, the Company recorded $0.2 million of interest expenses under the 2019 Term Loan and the Line of Credit. The Company repaid $1.9 million and $2.4 million of principal outstanding under the 2019 Term Loan during the three and nine months ended September 30, 2021. The 2015 Term Loan was fully repaid as of September 30, 2021. 2018 Term Loan — On April 20, 2018, the Company entered into a $10.0 million term loan agreement (the “2018 Agreement”) with a lender maturing on May 1, 2022. The loan was repayable in 48 monthly scheduled installments commencing on May 1, 2018. The Company was required to make interest-only payments for the first 12 months starting May 2018 and thereafter to make 36 equal installment payments through the maturity date of the loan. The interest rate was fixed at 11.5% per annum. The Company accreted the final payment liability up to the redemption amount as part of the 2018 Agreement term loan balance and recognized interest expense over the term of the loan. The Company incurred certain debt issuance costs in connection with the above loan agreements. Such cost was capitalized against the loan proceeds. The Company also issued warrants to purchase common stock in conjunction with the above loan agreements. The Company determined the fair value of the warrants using the Black-Scholes option-pricing model, which was recorded to additional paid-in capital and an adjustment against the loan proceeds. The debt issuance cost was capitalized and amortized as interest expense over the initial term of the agreement. For the three months ended September 30, 2021 and 2020, the Company recorded $0.1 million and $0.2 million of interest expense, respectively, and repaid $3.9 million and $0.8 million of principal outstanding under the 2018 Agreement, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded $0.3 million and $0.6 million of interest expense, respectively, and repaid $5.6 million and $2.4 million of principal outstanding under the 2018 Agreement, respectively. The amount repaid in the three and nine months ended September 30, 2021 included a $0.5 million required final payment fee pursuant to the 2018 Agreement and $0.1 million prepayment fee as the Company fully repaid the 2018 Term Loan in July 2021. The Company recorded $0.1 million loss on the extinguishment for the three months ended September 30, 2021. 2020 Term Loan — On February 20, 2020, the Company entered into a $2.0 million term loan agreement (“2020 Term Loan”) with a lender. The loan was provided under two facilities: facility A was comprised of $1.0 million maturing in 36 months, and facility B was comprised of $1.0 million maturing in 30 months. On April 17, 2020, the Company borrowed $1.0 million from facility A, and on October 12, 2020 the Company borrowed the full $1.0 million from facility B. In addition to the principal payment, both loan facilities require a fixed monthly coupon payment. The aggregated annual coupon payment was $0.1 million. The principal was payable in 24 equal installments commencing on May 31, 2021 through April 30, 2023. The interest rate was fixed at 4.75% per annum. The Company incurred certain debt issuance costs in connection with the above loan agreements. Such cost was capitalized against the loan proceeds. The Company also issued warrants to purchase common stock in conjunction with the above loan agreements. The Company determined the fair value of the warrants using the Black-Scholes option-pricing model, which is recorded to additional paid-in capital and an adjustment against the loan proceeds. The debt issuance costs were amortized as additional interest expense over the term of the agreement. For the three months ended September 30, 2021 and 2020, the Company recorded less than $0.1 million of interest expense, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded $0.2 million and less than $0.1 million of interest expense, respectively. The Co mpany started repayment of principal in May 2021 and repaid $1.8 million and $2.0 million of principal outstanding during the three and nine months ended September 30, 2021. The Company fully repaid 2020 Term Loan and recorded $0.1 million loss on the 2018 Term Loan extinguishment for the three months ended September 30, 2021. 2020 Note —In April 2020, the Company entered into a Paycheck Protection Program Note (“PPP Note”) for $4.3 million pursuant to the PPP under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act administered by the U.S. Small Business Administration (“SBA”). The term of the PPP Note was two years with a maturity date in April 2022 and contained a fixed annual interest rate of 1.0%. Principal and interest were payable monthly and could be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Company repaid in full the PPP Note in May 2020. The Company recorded less than $0.1 million of interest expense for the three months ended September 30, 2020. The Company fully repaid all the above debt as of September 30, 2021. Debt obligations as of December 31, 2020, consisted of the following (in thousands): December 31, Line of credit $ 3,000 2019 term loan 2,417 2018 term loan 5,650 2020 term loan 2,000 Total debt $ 13,067 Less: unamortized debt discount (350) Total debt, net of debt discount 12,717 Less: Current portion of long-term debt (8,215) Long-term debt $ 4,502 The Company issued convertible notes between January 2020 and March 2020 to various investors amounting to $8.5 million (“2020 Notes”). The convertible notes carry an interest rate of 5.0% per annum. The notes mature in January 2022 and cannot be prepaid without written consent. As per the terms of the convertible note agreement, if a qualified financing, defined as a transaction or series of transactions by which the Company sells redeemable convertible preferred stock for aggregate gross proceeds of at least $10.0 million, occurs prior to the payment of the notes, then the notes plus accrued and unpaid interest shall automatically convert into shares of redeemable convertible preferred stock at a price paid by the other purchasers of the redeemable convertible preferred stock sold in the qualified financing discounted by 10.0% if converted prior to January 2021, and on or after January 2021 by 15.0%. If no qualified financing occurs on or prior to the maturity date, then the outstanding principal amount of these convertible notes and all accrued and unpaid interest shall be converted into Series D redeemable convertible preferred stock at a conversion price of $2.0181 per share. During April and June 2020, the Company completed the Series D redeemable convertible preferred stock financing and subsequently issued 21,708,519 shares of Series D redeemable convertible preferred stock at $2.0181 per share for total cash proceeds of $43.8 million. Accordingly, as this meets the qualified financing requirement, all of the convertible notes, including unpaid accrued interest of $8.6 million converted into 4,728,975 shares of Series D redeemable convertible preferred stock at $1.8163 per share in April 2020. The combined aggregate amount of the proceeds from the Series D redeemable convertible preferred stock financing and the converted notes was $52.4 million. The 2020 Notes contain an embedded derivative. The fair value of the derivative was recorded as a liability with an offsetting amount recorded as a debt discount, and the debt discount is recorded against the carrying amount of the related convertible notes outstanding. The amortization of the debt discount was recorded as interest expense. The embedded derivative liability was re-valued to the current fair value at the end of each reporting period using the income-based approach. Upon conversion, the embedded derivative liability was re-valued at the conversion, and then the related fair value amount was recorded to other (expense) income in the consolidated statements of operations and comprehensive income (loss) as part of loss on debt extinguishment. The fair value of the embedded derivative upon issuance was $1.0 million and was adjusted to $0.9 million upon conversion in April 2020. Interest expense was accreted on the convertible notes between issuance and conversion. Interest expense on the convertible notes that are included in interest expense are nil and $0.1 million for the three and nine months ended September 30, 2020 . |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | REDEEMABLE CONVERTIBLE PREFERRED STOCK Upon the Closing on July 22, 2021, all issued and outstanding shares of Legacy Matterport redeemable convertible preferred stock was cancelled and converted into the right to receive an aggregate 126,460,926 shares of Matterport Class A common stock. A total of $164.5 million redeemable convertible preferred stock was reclassified into common stock and additional paid-in capital on the condensed consolidated balance sheet. As of December 31, 2020, the Company’s redeemable convertible preferred stock consisted of the following (in thousands, except per share data): December 31, 2020 Convertible preferred stock: Original Shares Shares Shares of Common Stock if converted Carrying Aggregate Dividend Series Seed redeemable $ 0.3507 24,861 24,861 24,861 $ 7,350 $ 8,720 8.0 % Series A-1 redeemable $ 0.4261 7,570 7,570 7,570 3,165 3,226 8.0 % Series B redeemable $ 0.8194 19,527 19,527 20,957 15,905 16,000 8.0 % Series C redeemable $ 1.7194 30,730 30,727 30,727 52,696 52,832 8.0 % Series D redeemable $ 2.0181 42,717 42,294 42,294 85,052 $ 85,353 8.0 % 125,405 124,979 126,409 $ 164,168 $ 166,131 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY On July 22, 2021, the Company issued 72.5 million Matterport Class A common shares to public stockholders of Gores, Initial Stockholders of Class F Stock, and PIPE investors for an aggregate gross proceeds of $640.1 million. The Company paid $0.9 million to Gores’ stockholders who redeemed Gores’ Class A common stock immediately prior to the Closing. The Company and Gores incurred $10.0 million and $26.3 million transaction costs, respectively. The total transaction cost was $36.3 million, consisting of undewriting, legal and other professional fees, of which $35.7 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $0.6 million was expensed immediately. The Company has retroactively adjusted the shares issued and outstanding prior to July 22, 2021 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Immediately prior to the Closing, 232.7 million shares were authorized to issue at $0.001 par value. Immediately following the Closing, 670 million share were authorized to issue at $0.0001 par value, including 640 million shares of common stock and 30 million shares of preferred stock. There were 242.0 million shares of common stock outstanding with a par value of $0.0001 upon the Closing. The holder of each share of common stock is entitled to one vote. The Company had reserved shares of common stock for future issuance as of September 30, 2021 as follows (in thousands): September 30, Common stock reserved for Earn-out 23,460 Public and private warrants to purchase common stock 11,350 Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan 46,861 Shares available for future grant under 2021 Employee Stock Purchase Plan 7,259 Shares available for future grant under 2021 Incentive Award Plan 24,196 Total shares of common stock reserved 113,126 Common Stock Warrants — The Company issued warrants to purchase common stock in connection with loan agreements entered from three lenders as disclosed below and in Note 7 “Debt”. Those warrants were considered equity at inception and were recorded to additional paid-in capital. The warrants have a contractual 10-year life from the issuance date. All previously issued common stock warrants were fully vested and exercisable as of December 31, 2020. In February 2021, the holders of all of the Company’s outstanding warrants entered into agreement with the Company to exercise their warrants contingent upon, and effective immediately prior to, the consummation of the First Merger. In the event of an acquisition in which the fair market value of one share is greater than the warrant exercise price as of the date of the acquisition, all outstanding and unexercised warrants shall automatically be deemed to be cashless exercised immediately prior to the consummation of the acquisition. In the event of an acquisition where the fair market value per share is less than the warrant exercise price in effect immediately prior to the acquisition, then warrants will expire immediately prior to the consummation of the acquisition. On July 22, 2021, all the common stock warrants were exercised. The Company issued 1.0 million shares of the Class A common stock to the holders of the common stock warrants upon the Closing. As of December 31, 2020, the unamortized debt discount related to the above warrants were $0.2 million. The company fully amortized the remaining debt discount associated with the above warrants of $0.2 million during the three months ended September 30, 2021 upon the full repayment of the debt as discussed Note 7 “Debt”. Accumulated Other Comprehensive Income The following table summarizes the changes in accumulated other comprehensive income (loss) by component, net of tax (in thousands) : Foreign Currency Translation, Net of Tax Unrealized Losses on Available-for-Sale Debt Securities, Net of Tax Total Balance at December 31, 2020 $ 135 $ — $ 135 Net unrealized loss (79) (94) (173) Balance at September 30, 2021 $ 56 $ (94) $ (38) Foreign Currency Translation, Net of Tax Unrealized Gains on Available-for-Sale Debt Securities, Net of Tax Total Balance at December 31, 2019 $ 36 $ — $ 36 Net unrealized loss (20) — (20) Balance at September 30, 2020 $ 16 $ — $— $ 16 |
Public and Private Warrants
Public and Private Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Public and Private Warrants | PUBLIC AND PRIVATE WARRANTS Prior to the Closing, GHVI issued 6,900,000 Public Warrants and 4,450,000 Private 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 are exercisable on December 15, 2021 and will expire on July 22, 2026, which is five years after the Closing. Redemption of Public Warrants Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants for cash, in whole and not in part, upon not less than of 30 days’ prior written notice of redemption (“Redemption Period”) at a price of $0.01 per warrant, if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business day before we send the notice of redemption to the Public Warrant holders. 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 warrants holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. Commencing 90 days after the Public Warrants become exercisable, we may redeem the outstanding Public Warrants, in whole and not in part, for a price equal to a number of shares of the Company’s Class A common stock to be determined based on a predefined rate based on the redemption date and the “fair market value” of the Company’s Class A c ommon stock. The “fair market value” of our Class A c ommon stock shall mean the average last reported sale price of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, if, and only if, the last reported sale price of our Class A c ommon stock equals or exceeds $10.00 per share on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The Private Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Warrants (except to certain permitted transferees) until 30 days after the completion of the Merger. 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. The Company filed a Registration Statement on Form S-1 on August 19, 2021 related to the issuance of an aggregate of up to 11,350,000 shares of Class A common stock issuable upon the exercise of the Warrants, which was declared effective by the SEC on August 26, 2021. The following table summarizes the Public and Private Warrants activities during the three and nine months period ended September 30, 2021 (in thousands): Public Warrants Private Warrants Total Warrants Warrants assumed upon the Closing of the Merger 6,900 4,450 11,350 Warrants Exercised — — — Outstanding as of September 30, 2021 6,900 4,450 11,350 The Public Warrants were classified Level 1 measurement as the Public Warrants had adequate trading volume to provide a reliable indication of value since the Closing Date. The Private Warrants were classified as Level 2 since the Closing Date. Both the Public Warrants and the Private Warrants were valued at $7.78 as of September 30, 2021 . The fair value of the Private Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants. The Warrants are measured at fair value on a recurring basis. The following table presents the changes in the fair value of warrant liabilities (in thousands): Public Warrants Private Warrants Total Warrant Liabilities Fair value at Closing date on July 22, 2021 $ 38,984 $ 25,143 $ 64,127 Change in fair value 14,698 9,478 24,176 Fair value at September 30, 2021 $ 53,682 $ 34,621 $ 88,303 |
Contingent Earn-out Awards
Contingent Earn-out Awards | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Contingent Earn-out Awards | CONTINGENT EARN-OUT AWARDS Legacy Matterport Stockholders and certain holders of Legacy Matterport Stock Options and RSUs are entitled to receive a number of Earn-out Shares comprising up to 23,460,000 shares of Class A common stock in the aggregate. There are six distinct tranches, and each tranche has 3,910,000 Earn-out shares. The Earn-out shares are issuable if the daily volume weighted average price (based on such trading day) of one share of common stock exceeds $13.00, $15.50, $18.00, $20.50, $23.00, and $25.50 for a period of at least 10 days out of 30 consecutive trading days during the period beginning on the 180th day following the Closing and ending on the fifth anniversary of such date (the “ Earn-out Period”). The Earn-out shares are subject to early release if a change of control that will result in the holders of the Company common stock receiving a per share price equal to or in excess of the price target as above (collectively, the “Earn-Out Triggering Events”). Any Earn-out Shares issuable to any holder of Matterport Stock Options and Matterport RSUs in respect of such Matterport Stock Options and Matterport RSUs shall be issued to such holder only if such holder continues to provide services to the Post-Combination Company through the date of the occurrence of the corresponding triggering event that causes such Earn-out Shares to become issuable. Any Earn-out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the other Legacy Matterport Stockholders and Legacy Matterport Stock Options and RSUs holders who remain entitled to receive Earn-out Shares in accordance with their respective Earn-out pro rata shares. The estimated fair value of the total Earn-out Shares was determined based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on monthly basis over the Earn-out Period using the most reliable information available to be issued include events that are not solely indexed to the common stock of the Company. Assumptions used in the valuation are described below: As of September 30, 2021 July 22, 2021 Current stock price $ 18.91 $ 14.47 Expected term (in years) 5.3 5.5 Expected volatility 55.0 % 51.5 % Risk-free interest rate 1.1 % 0.8 % Expected dividend yield 0 % 0 % At the Closing, the estimated fair value of the total Earn-out Shares was $294.8 million. The contingent obligation to issue Earn-out Shares to Matterport legacy Stockholders was accounted for as a liability because the Earn-out Triggering Events that determine the number of Earn-out Shares required. The Earn-out pro rata Shares issuable to holders of Legacy Matterport’s RSUs and holders of Legacy Matterport’s Stock Options for such holders with respect to such holders’ Legacy RSUs and Options are accounted as stock-based compensation expense as they are subject to forfeiture based on the satisfaction of certain employment conditions, see Note 14. Stock Plan for more information. The Company recognized $231.6 million contingent earn-out liability attributable to the Earn-out Shares to Matterport legacy Stockholders upon the Closing on July 22, 2021. The following table sets forth a summary of the changes in the estimated fair value of the earn-out liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (in thousands): Fair Value Measurements Using Significant Unobservable Inputs Balance at December 31, 2020 $ — Contingent earn-out liability recognized upon the closing of the Reverse Recapitalization 231,627 Reallocation of Earn-out Shares to earn-out liability upon forfeitures 4,284 Change in fair value of earn-out liability 98,478 Balance at September 30, 2021 $ 334,389 |
Stock Plan
Stock Plan | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Plan | STOCK PLAN Amended and Restated 2011 Stock Incentive Plan —On June 17, 2011, the Company’s Board and stockholders approved the Matterport, Inc. 2011 Stock Incentive Plan, (the “2011 Stock Plan”), which allows for the issuance of incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), the issuance of restricted stock awards (“RSAs”), and the sale of stock to its employees, the Board, and consultants. As of December 31, 2020, the Company has granted primarily ISOs. The 2011 Stock Plan will expire in September 2021 (10 years from its adoption), unless terminated earlier. On February 12, 2021, the Company amended and restated 2011 Stock Plan which allows the Company to grant restricted stock units (“RSUs”) and extended the terms of the plan until February 12, 2022, unless terminated earlier. In connection with the Closing on July 22, 2021, as discussed in Note 3, the Company: • approved the 2021 Incentive Award Plan (“2021 Plan”), an incentive compensation plan for the benefit of eligible employees, consultants, and directors of the Company and its subsidiaries. The Company concurrently assumed the 2011 Plan and all outstanding awards thereunder, effective as of the Closing that further awards shall be granted under the 2021 Plan and the 2011 Plan shall be terminated. The 2021 Plan provides that the initial aggregate number of shares of common stock, available for issuance pursuant to awards thereunder shall be the sum of (a) 10% of the outstanding shares of common stock as of the Closing, which is equivalent to 24.2 million shares of Class A common stock (the “Initial Plan Reserve”), (b) any shares of Class A common stock subject to outstanding equity awards under the amended and restated 2011 Stock Plan which, following the effective date of the 2021 Plan, become available for issuance under the 2021 Plan and (c) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to a number of shares equal to 5% of the aggregate number of shares of Class A common stock outstanding on the final day of the immediately preceding calendar year. The maximum aggregate number of shares of common stock that may be issued under the 2021 Plan upon the exercise of ISOs, shall equal 181.5 million shares of Class A common stock. • approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP provides that the aggregate number of shares of Class A common stock available for issuance pursuant to awards under the 2021 ESPP shall be the sum of (a) 3% of the number of outstanding shares of Class A common stock as of the Closing, which is equivalent to 7.3 million shares of Class A common stock (the “Initial ESPP Reserve”), and (b) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (i) 1% of the aggregate number of shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of common stock as may be determined by the Company; provided, however, that the number of shares of common stock that may be issued or transferred pursuant to the rights granted under the 2021 ESPP shall not exceed 15.25% of the outstanding shares of Class A common stock as of the Closing, which is equivalent to 36.9 million shares. As of September 30, 2021 , 67.8 million shares were authorized under the 2011 Stock Plan. Shares forfeited due to employee termination or expiration are returned to the share pool. Similarly, shares withheld upon exercise to provide for the exercise price and/or taxes due and shares repurchased by the Company are also returned to the pool. Shares Available for Future Grant —The Company issues new shares upon a share option exercise or release. As of September 30, 2021, shares authorized and available for future grant under the Company’s 2021 Plan and 2021 ESPP a re 24.2 million shares and 7.3 million shares, respectively. No shares are available for future grant under the 2011 Plan due to the termination of 2011 Plan. Stock Option Activities —The following table summarizes the stock option activities under the Company’s stock plans for nine months ended September 30, 2021 (in thousands, except for per share data): Options Outstanding Number of Weighted- Weighted- Average Remaining Contractual Term (Years) Aggregate Balance—December 31, 2020 49,206 $ 0.62 8.1 $ 245,565 Expired or canceled (2,673) 0.70 Exercised (3,402) 0.50 $ 33,210 Balance—September 30, 2021 43,131 $ 0.63 7.1 $ 788,467 Options vested and exercisable—September 30, 2021 27,493 $ 0.56 6.6 $ 504,540 As of September 30, 2021, unrecognized stock-based compensation expense related to unvested options was $4.4 million, which is expected to be amortized over a weighted-average vesting period of 2.1 years. On April 1, 2021, the Company amended the performance condition of the 866,597 performance-based stock option (PSO) awards previously granted to a senior executive in March 2019. Originally, the PSO awards shall vest and become exercisable upon the consummation of the earlier of a change in control or an initial public offering (“IPO”), subject to certain share price targets. The vesting of the award also requires employment up to the consummation of the change in control or IPO. As a result of the modification, the PSO awards shall vest and become exercisable upon the closing of the Merger. Upon the closing as discussed in Note 13, the Company recognized $8.1 million stock-based compensation expenses related to the 866,597 performance-based options as they became fully vested and become exercisable. RSU and PRSU Activities —The following table summarizes the RSU activity under the Company’s stock plans for the nine months ended September 30, 2021 (in thousands, except per share data): RSUs and PRSUs Number of Weighted- Balance-December 31, 2020 — $ — Granted 4,070 9.55 Vested (28) 9.29 Canceled or forfeited (312) 9.20 Balance-September 30, 2021 3,730 $ 9.58 Share-based compensation expense for awards with only service conditions are recognized on a straight-line basis over the requisite service period of the related award. The PRSU awards have both service-based and performance-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. The performance-based vesting condition is satisfied upon the occurrence of a liquidity event, as defined in the Amended and Restated 2011 Stock Plan. The performance based vesting condition was deemed satisfied upon the Closing. The Company recognized $6.1 million stock-based compensation expenses on the Closing Day for the portion of these RSUs for which the service-based vesting condition had been satisfied as the performance condition of the RSUs is met. As of September 30, 2021, unrecognized compensation costs related to unvested RSUs and PRSUs were $3.6 million and $22.6 million, respectively. The remaining unrecognized compensation costs for RSUs and PRSUs are expected to be recognized over a weighted-average period of 3.8 years and 1.9 years, respectively, excluding additional share-based compensation expense related to any future grants of share-based awards. Earn-out Award Activities As discussed in Note 13 “ Contingent Earn-Out Liability” , the pro rata Earn-out Shares issuable to holders of Legacy Matterport’s RSUs and holders of Legacy Matterport’s Stock Options for such holders with respect to such holders’ Legacy RSUs and Options are expected to be accounted as stock-based compensation expense as they are subject both a market condition and a service condition to the eligible employees. The following table summarizes the Earn-out Award activity under the Earn-out Arrangement pursuant to the Merger Agreement during the nine months ended September 30, 2021 (in thousands, except for per share data): Earn-out Award Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Price Per Share Balance - December 31, 2020 — $ — Granted 5,097 12.61 Forfeited (337) 12.57 Balance - September 30, 2021 4,760 $ 12.62 As of September 30, 2021, unrecognized compensation cost related to Earn-out Awards was $46.7 million and is expected to be recognized over a weighted-average period of 0.8 years. Employee Stock Options Valuation —The fair value of options on the date of grant is estimated based on the Black-Scholes option-pricing model using the single-option award approach. No options were granted during the nine months ended September 30, 2021 . The assumptions used to estimate the fair value of stock options granted during the nine months ended September 30, 2020 were as follows: Nine Months Ended 2020 Expected term 5.5 – 6.1 years Expected volatility 38.5 – 44.9% Risk-free interest rate 0.3 – 1.5% Expected dividend yield 0% Earn-out Awards Valuation — The assumptions used to estimate the fair value of Earn-out Awards granted during the three and nine months ended September 30, 2021 were as follows: Inception to 2021 Current stock price $13.93 – $19.11 Expected term 5.3 – 5.5 years Expected volatility 40.0% – 55.0% Risk-free interest rate 0.8% – 1.1% Expected dividend yield 0% Stock-based Compensation — The company recognizes share-based compensation expense for awards with only service conditions on a straight-line basis over the requisite service period of the related award and recognizes share-based compensation expenses for awards with performance conditions on a straight-line basis over the requisite service period for each separate vesting portion of the awards when it is probable that the performance condition will be achieved. The share-based compensation expenses of Earn-out awards are recognized on a straight-line basis over the derived services period during which the market conditions are expected to be met. Forfeitures are accounted for in the period in which they occur. The amount of stock-based compensation related to stock-based awards to employees in the Company’s condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Costs of revenue $ 978 $ 28 $ 1,040 $ 78 Research and development 6,695 164 6,929 485 Selling, general, and administrative 23,065 438 24,028 1,231 Stock-based compensation, net of amounts capitalized 30,738 630 31,997 1,794 Capitalized stock-based compensation 1,332 34 1,526 115 Total stock-based compensation $ 32,070 $ 664 $ 33,523 $ 1,909 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate as adjusted for discrete items arising in that quarter. Given the Company has a full valuation allowance recorded against its domestic net deferred tax assets and operating losses in the US, and its foreign subsidiaries are in operating profit, the Company has applied the exception to use a worldwide effective tax rate under ASC 740-270-30-36. The Company used the foreign jurisdiction’s statutory rate as an estimate for the annual effective tax rate (“AETR”). The quarterly tax provision, and estimate of the Company’s annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how we do business, and tax law developments. Tax expense for the three and nine months ended September 30, 2021 and 2020 was primarily attributable to pre-tax foreign earnings. The Company records deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, the Company considered all available positive and negative evidence and continued to conclude that as of September 30, 2021, it is not more likely than not that the Company will realize the benefits of its remaining net deferred tax assets and no valuation allowance should be released in the current period. |
Net Income (Loss) Attributable
Net Income (Loss) Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Attributable to Common Stockholders | NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERSAs a result of the Reverse Recapitalization, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Closing Date by multiplying them by the exchange ratio of approximately 4.1193 used to determine the number of shares of common stock into which they converted. The common stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis. Net income (loss) per share attributable to common stockholders was computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the three and nine months ended September 30, 2021 and 2020 (in thousands, except for per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator : Net income (loss) attributable to common stockholders $ (167,989) $ 906 $ (177,070) $ (10,892) Less: undistributed earnings attributable to participating securities — (906) — — Net income (loss) attributable to common stockholders, basic and diluted $ (167,989) $ — $ (177,070) $ (10,892) Denominator: Weighted average shares used in computing net income (loss) per share attributable to common stockholders, basic and diluted 196,478 32,552 93,061 32,334 Net income (loss) per share attributable to common stockholders, basic and diluted $ (0.86) $ — $ (1.90) $ (0.34) The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share attributable to common stockholders, basic and diluted, because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (shares in thousands): As of September 30, 2021 2020 Public warrants 6,900 — Private warrants 4,450 — Earn-out shares 23,460 — Redeemable convertible preferred stock, all series — 126,409 Warrants to purchase common stock — 1,081 Common stock options outstanding 43,131 52,859 Unvested RSUs 3,730 — Total potentially dilutive common stock equivalents 81,671 180,349 |
Related Party Disclosures
Related Party Disclosures | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | RELATED-PARTY TRANSACTIONSFrom January 2020 to March 2020, Matterport issued convertible promissory notes in an aggregate principal amount of $8.5 million (“2020 Notes”) to investors, including (i) $400,000 aggregate principal amount to DCM VI, L.P., an affiliate of Jason Krikorian, a member of the Matterport board of directors, (ii) $2.0 million aggregate principal amount to Lux Co-Invest Opportunities, L.P., an affiliate of Peter Hébert, a member of the Matterport board of directors, and (iii) $1,000,000 aggregate principal amount to QUALCOMM Ventures LLC, an affiliate of Carlos Kokron, a member of the Matterport board of directors. The 2020 Notes accrued interest at a rate of 5% per annum. Refer to Note 9. Convertible Notes. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFITS PLANSThe Company has a defined-contribution retirement and savings plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”) covering substantially all US employees. The 401(k) Plan allows each participant to contribute up to an amount not to exceed an annual statutory maximum. The Company contracted with a third-party provider to act as a custodian and trustee and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by the Company. The company discontinued providing contributions in the 401(k) Plan match since May 1, 2020. For the nine months ended September 30, 2020, the company made $0.2 million of discretionary matching contribution. The Company contributes to a defined-contribution pension plan for eligible employees in the U.K. Pension plan benefits are based primarily on participants’ compensation and years of service credited as specified under the terms of the plan. The Company made $0.2 million and $0.1 million matching contributions to the U.K. pension plan for the nine months ended September 30, 2021 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission, (“SEC”), regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2020 and 2019 and the related notes included in the Company’s Registration Statement on Form S-1 filed with the SEC on August 19, 2021, which provides a more complete discussion of the Company’s accounting policies and certain other information. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2021, and its results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The condensed consolidated balance sheet as of December 31, 2020, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Reclassification | ReclassificationCertain prior-period amounts have been reclassified in the accompanying Condensed Consolidated Financial Statements and Notes thereto in order to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures in the condensed consolidated financial statements and accompanying notes. Significant estimates include assumptions related to the fair value of common stock and other assumptions used to measure stock-based compensation, valuation of deferred tax assets, the estimate of net realizable value of inventory, allowance for doubtful accounts, the fair value of common stock warrants, public and private warrants liability, and e arn-out shares, and the determination of stand-alone selling price (“SSP”) of various performance obligations. As of September 30, 2021, future impact of the COVID-19 pandemic on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the pandemic, impact on the Company’s subscribers and their spending habits, impact on the Company’s marketing efforts, and effect on the Company’s suppliers, all of which are uncertain and cannot be predicted with certainty. As a result, many of the Company’s estimates and assumptions required increased judgment and these estimates may change materially in future periods. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and various other factors, including the current economic environment and the impact of COVID-19, which management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company adjusts such estimates and assumptions when dictated by facts and circumstances. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. Actual results may differ materially from those estimates. |
Segment Information | Segment information The Company has a single operating segment and reportable segment. The Company’s chief operating decision-maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. Refer to Note 4, for information regarding the Company’s revenue by geography. Substantially all of the Company’s long-lived assets are located in the United States. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, and accounts receivable. The Company maintains its cash balances in accounts held by major banks and financial institutions located in the United States. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation insurance limit, and the Company considers such risk to be minimal. We invest only in high-quality credit instruments and maintain our cash and cash equivalents and available-for-sale investments in fixed income securities. Management believes that the financial institutions that hold our investments are financially sound and, accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company’s accounts receivable is derived from customers located both inside and outside the United States. The Company mitigates its credit risks by performing ongoing credit evaluations of the financial condition of its customers and requires advance payment from customers in certain circumstances. The Company generally does not require collateral from its customers. |
Cash and Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions. Amounts receivable from credit card processors of approximately $0.6 million and $0.8 million as of September 30, 2021 and December 31, 2020, respectively, are also considered cash equivalents because they are both short-term and highly-liquid in nature and are typically converted to cash approximately three to five business days from the date of the underlying transaction. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable consists of current trade receivables due from customers recorded at the invoiced amount, net of allowances for doubtful accounts. |
Investment | Investment The Company classifies its investments in marketable and non-marketable securities as available-for-sale at the time of purchase based on the legal form of the security, the Company’s intended holding period for the security, and the nature of the transaction. Investments not considered cash equivalents and with maturities within one year or less from the condensed consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the condensed consolidated balance sheet date are classified as long-term investments. Unrealized gains and losses on available-for-sale debt securities are excluded from net income (loss) and reported in accumulated other comprehensive income (loss) (“AOCI”) as a separate component of stockholders’ equity. Other income (expense), net, includes interest, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. We regularly review all of our investments for other-than-temporary declines in fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, |
Transaction costs | Transaction costs Transaction costs consist of direct legal, accounting and other fees relating to the consummation of the Merger. These costs were initially capitalized as incurred in other assets on the condensed consolidated balance sheets. Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ equity (deficit) while costs associated with the public and private warrants liabilities were expensed in the condensed consolidated statements of operations and comprehensive loss. As of December 31, 2020, $0.1 million of deferred transaction costs were included within other assets in the condensed consolidated balance sheet. The Company and Gores incurred $10.0 million and $26.3 million transaction costs, respectively. The total transaction cost was $36.3 million, consisting of underwriting, legal, and other professional fees, of which $35.7 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $0.6 million was expensed immediately upon the Closing. |
Warrants Liability | Warrants Liability The Company assumed publicly-traded warrants (“Public Warrants”) and private warrants (“Private Warrants”) upon the Closing. The Company accounts for warrants for shares of the Company’s Class A common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Earn-Out Arrangement | Earn-out Arrangement In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, eligible Legacy Matterport stockholders and Legacy Matterport stock option and restricted share unit (“RSU”) holders are entitled to receive an aggregate of 23,460,000 shares of the Company’s Class A c ommon stock (“Earn-out Shares”) upon the Company achieving certain Earn-out Triggering Events during the Earn-out Period (as described in Note 11). In accordance with ASC 815-40, Earn-out Shares issuable to Legacy Matterport common stockholders in respect of such common stock are not solely indexed to the common stock and therefore are accounted for as contingent earn-out liability on the condensed consolidated balance sheet at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss). Earn-out Shares issuable to certain holders of Legacy Matterport stock options and RSUs in respect of such stock options and RSUs (the “Earn-out Awards”) are subject to forfeiture and are accounted for in accordance with ASC 718. The Company measures and recognizes stock-compensation expense based on the fair value of the Earn-out Awards over the derived service period for each tranche. Forfeitures are accounted for as they occur. Upon the forfeiture of Earn-out Shares issuable to any eligible holder of Legacy Matterport stock options and RSUs, the forfeited Earn-out awards are subject to reallocation and grant on a pro rata basis to the remaining eligible Legacy Matterport stockholders and stock options and RSUs holders. The reallocated issuable shares to Legacy Matterport common stockholders are recognized as contingent earn-out liability, and the reallocated issuable shares to Legacy Matterport stock options and RSUs holders are recognized as share-based compensation over the remaining derived service period based on the fair value on the date of the reallocation. The estimated fair value of the Earn-out Shares is allocated proportionally to contingent earn-out liability and the grant date fair value of the Earn-out Awards. The estimated fair value of the Earn-out Shares is determined using a Monte Carlo simulation prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and dividend rate. The contingent earn-out liability is categorized as a Level 3 fair value measurement because the Company estimates projections during the Earn-out Period utilizing unobservable inputs. See Note 6 “Fair Value Measurement” and Note 13 “Contingent Earn-Out Liability” for additional information. If the applicable earn-out triggering event is achieved for a tranche, the Company will account for the Earn-out Shares for such tranche as issued and outstanding common stock. As of September 30, 2021 , the earn-out triggering events have not yet been achieved, the Earn-out Shares are contingently issuable and not reflected in the condensed consolidated financial statements. |
Fair Value Measurement | Fair Value MeasurementThe Company applied fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risks. |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred and included in selling, general, and administrative in the condensed consolidated statements of operations and comprehensive income (loss). |
Comprehensive Income (loss) | Comprehensive Income (loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) reflects gains and losses that are recorded as a component of stockholders’ equity (deficit) and are excluded from net income (loss). Other comprehensive income (loss) consists of foreign currency translation adjustments related to consolidation of foreign entities and unrealized gain (loss) on marketable securities classified as available-for-sale. |
Accounting Pronouncements | Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 either (1) within the same periods as those otherwise applicable to public business entities or (2) within the same time periods as nonpublic business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. As a result, the Company’s financial statements may not be comparable to companies that comply with public company effective dates because of this election. Recently Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires customers to apply internal-use software guidance to determine the implementation costs that are able to be capitalized. Under the new standard, capitalized implementation costs are generally amortized over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. All capitalized implementation amounts will be required to be presented in the same line items of the consolidated financial statements as the related hosting fees. The Company adopted ASU No. 2018-15 beginning January 1, 2021 on a prospective method. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards Not yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize on the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. This ASU is effective for public and private companies’ fiscal years beginning after December 15, 2018, and December 15, 2021, respectively, with early adoption permitted. The Company expects to adopt ASU No. 2016-02 under the private company transition guidance beginning January 1, 2022, and is currently evaluating the impact on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. This ASU is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company expects to adopt ASU No. 2016-13 under the private company transition guidance beginning January 1, 2023, and is currently evaluating the impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU No. 2019-12 will be effective for public entities for interim and annual periods beginning after December 15, 2020, with early adoption permitted. ASU No. 2019-12 will be effective for private entities for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company expects to adopt ASU No. 2019-12 under the private company transition guidance beginning January 1, 2022, and is currently assessing the impact the guidance will have on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Major Customers | The following table presents revenues by customers representing 10% or more of total revenues for the three and nine months ended September 30, 2021 and 2020, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Customer: Customer A * 12.0 % * * * Represents less than 10% The following table presents total accounts receivable representing 10% or more of total accounts receivable at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Customer: Customer B 11.1 % * |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Common Stock Issued Immediately Following Consummation of the Merger | The number of shares of Class A common stock issued immediately following the consummation of the Merger was as follows (shares are in thousands): Shares Legacy Matterport Stockholders (1) 169,425 Public Stockholders of Gores 34,406 Initial Stockholders (defined below) of Class F Stock (2) 8,625 PIPE Investors (3) 29,500 Total 241,956 (1) Excludes 23,460,000 shares of Class A common stock issuable in earn-out arrangement as they are not issuable until 180 days after the Closing and are contingently issuable based upon the triggering events that have not yet been achieved. (2) Represents shares of Class A common stock issued into which shares of Class F common stock of the Company (“Class F Stock”) were converted upon the consummation of the Merger. Excludes 4,079,000 shares of Class A Stock purchased under the Sponsor Subscription Agreement and excludes 15,000 shares of Class A Stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE Investment. Gores Holdings VI Sponsor, LLC, a Delaware limited liability company , Mr. Randall Bort, Ms. Elizabeth Marcellino and Ms. Nancy Tellem, Gores’ independent directors, are collectively noted as “Initial Stockholders”. (3) Includes the Initial Stockholders’ ownership of 4,079,000 shares of Class A Stock purchased under the Sponsor Subscription Agreement and includes 15,000 shares of Class A Stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE Investment. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table shows the revenue by geography for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue: United States $ 16,383 $ 16,638 $ 51,518 $ 40,983 International 11,272 8,436 32,569 21,314 Total revenue $ 27,655 $ 25,074 $ 84,087 $ 62,297 The following table shows over time versus point-in-time revenue for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Over time revenue $ 18,969 $ 13,858 $ 53,618 $ 34,530 Point-in-time revenue 8,686 11,216 30,469 27,767 Total $ 27,655 $ 25,074 $ 84,087 $ 62,297 |
Contract Balances | The contract balances as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, Accounts receivable, net $ 7,793 $ 2,700 Unbilled accounts receivable $ 1,779 $ 1,224 Deferred revenue $ 9,113 $ 4,903 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Allowance for Doubtful Accounts | Allowance for doubtful accounts as of September 30, 2021 and 2020 and the rollforward for three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Balance—beginning of period $ (32) $ (566) $ (799) $ (337) Increase in reserves (309) (340) (460) (581) Write-offs 159 — 1,077 12 Balance—end of period $ (182) $ (906) $ (182) $ (906) |
Inventories | Inventories —Inventories as of September 30, 2021 and December 31, 2020, consisted of the following (in thousands): September 30, December 31, Finished Goods $ 1,026 $ 538 Work in process 1,480 2,219 Purchased parts and raw materials 1,483 889 Total inventories $ 3,989 $ 3,646 |
Property, Plant and Equipment, Net | Property and equipment as of September 30, 2021 and December 31, 2020, consisted of the following (in thousands): September 30, December 31, Machinery and equipment $ 1,945 $ 1,435 Furniture and fixtures 354 359 Leasehold improvements 728 733 Capitalized software and development costs 24,902 18,126 Total property and equipment 27,929 20,653 Accumulated depreciation and amortization (16,552) (12,443) Total property and equipment, net $ 11,377 $ 8,210 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of September 30, 2021 and December 31, 2020, consisted of the following (in thousands): September 30, December 31, Accrued compensation $ 2,503 $ 3,208 Tax payable 945 1,164 Transaction cost payable 200 135 Other current liabilities 5,133 2,488 Total accrued expenses and other current liabilities $ 8,781 $ 6,995 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities that were measured at fair value on a recurring basis were as follows (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 138,730 $ — $ — $ 138,730 Total cash equivalents $ 138,730 $ — $ — $ 138,730 Short-term investments: Corporate debt securities — 44,274 — 44,274 Commercial paper — 129,894 — 129,894 Total short-term investments $ — $ 174,168 $ — $ 174,168 Long-term investments: U.S. government and agency securities $ 180,988 $ — $ — $ 180,988 Non-U.S. government and agency securities — 24,483 — 24,483 Corporate debt securities — 85,429 — 85,429 Total long-term investments $ 180,988 $ 109,912 $ — $ 290,900 Other assets: Convertible notes receivable $ — $ — $ 1,095 $ 1,095 Total other assets: $ — $ — $ 1,095 $ 1,095 Total assets measured at fair value $ 319,718 $ 284,080 $ 1,095 $ 604,893 Financial Liabilities: Public warrants liability $ 53,682 $ — $ — $ 53,682 Private warrants liability — 34,621 — 34,621 Contingent earn-out liability — 334,389 334,389 Total liabilities measured at fair value $ 53,682 $ 34,621 $ 334,389 $ 422,692 December 31, 2020 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 43,116 $ — $ — $ 43,116 Total cash equivalents $ 43,116 $ — $ — $ 43,116 Total assets measured at fair value $ 43,116 $ — $ — $ 43,116 |
Schedule of Amortized Cost, Unrealized Gains and Losses, and Fair Value of AFS Debt Securities | The following tables summarize the amortized cost, unrealized gains and losses, and fair value of our available-for-sale debt securities as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 181,104 $ — $ (116) $ 180,988 Non-U.S. government and agency securities 24,490 — (6) 24,484 Corporate debt securities 129,775 — (72) 129,703 Commercial paper 129,888 5 — 129,893 Convertible notes receivable 1,000 95 — 1,095 Total available-for-sale investments $ 466,257 $ 100 $ (194) $ 466,163 |
Amortized Cost and Fair Value of AFS Securities by Contractual Maturity Date | The following table summarizes the amortized cost and fair value of our available-for-sale debt securities as of September 30, 2021, by contractual years-to-maturity (in thousands): Amortized Cost Fair Value Due within one year $ 174,176 $ 174,167 Due between one and three years 292,081 291,996 Total $ 466,257 $ 466,163 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations as of December 31, 2020, consisted of the following (in thousands): December 31, Line of credit $ 3,000 2019 term loan 2,417 2018 term loan 5,650 2020 term loan 2,000 Total debt $ 13,067 Less: unamortized debt discount (350) Total debt, net of debt discount 12,717 Less: Current portion of long-term debt (8,215) Long-term debt $ 4,502 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Operating Lease Payments and Purchase Obligations | As of September 30, 2021, future minimum operating lease payments and purchase obligations are as follows (in thousands): Operating Purchase Total Lease Remainder of 2021 $ 318 $ 8,313 $ 8,631 2022 1,301 5,221 6,522 2023 1,339 165 1,504 2024 1,306 153 1,459 2025 207 — 207 Total $ 4,471 $ 13,852 $ 18,323 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | As of December 31, 2020, the Company’s redeemable convertible preferred stock consisted of the following (in thousands, except per share data): December 31, 2020 Convertible preferred stock: Original Shares Shares Shares of Common Stock if converted Carrying Aggregate Dividend Series Seed redeemable $ 0.3507 24,861 24,861 24,861 $ 7,350 $ 8,720 8.0 % Series A-1 redeemable $ 0.4261 7,570 7,570 7,570 3,165 3,226 8.0 % Series B redeemable $ 0.8194 19,527 19,527 20,957 15,905 16,000 8.0 % Series C redeemable $ 1.7194 30,730 30,727 30,727 52,696 52,832 8.0 % Series D redeemable $ 2.0181 42,717 42,294 42,294 85,052 $ 85,353 8.0 % 125,405 124,979 126,409 $ 164,168 $ 166,131 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock Reserved for Future Issuance | The Company had reserved shares of common stock for future issuance as of September 30, 2021 as follows (in thousands): September 30, Common stock reserved for Earn-out 23,460 Public and private warrants to purchase common stock 11,350 Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan 46,861 Shares available for future grant under 2021 Employee Stock Purchase Plan 7,259 Shares available for future grant under 2021 Incentive Award Plan 24,196 Total shares of common stock reserved 113,126 |
Schedule of Accumulated Other Comprehensive Income | The following table summarizes the changes in accumulated other comprehensive income (loss) by component, net of tax (in thousands) : Foreign Currency Translation, Net of Tax Unrealized Losses on Available-for-Sale Debt Securities, Net of Tax Total Balance at December 31, 2020 $ 135 $ — $ 135 Net unrealized loss (79) (94) (173) Balance at September 30, 2021 $ 56 $ (94) $ (38) Foreign Currency Translation, Net of Tax Unrealized Gains on Available-for-Sale Debt Securities, Net of Tax Total Balance at December 31, 2019 $ 36 $ — $ 36 Net unrealized loss (20) — (20) Balance at September 30, 2020 $ 16 $ — $— $ 16 |
Public and Private Warrants (Ta
Public and Private Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Warrant Liability | The following table summarizes the Public and Private Warrants activities during the three and nine months period ended September 30, 2021 (in thousands): Public Warrants Private Warrants Total Warrants Warrants assumed upon the Closing of the Merger 6,900 4,450 11,350 Warrants Exercised — — — Outstanding as of September 30, 2021 6,900 4,450 11,350 |
Schedule of Warrants Measured at Fair Value | The following table presents the changes in the fair value of warrant liabilities (in thousands): Public Warrants Private Warrants Total Warrant Liabilities Fair value at Closing date on July 22, 2021 $ 38,984 $ 25,143 $ 64,127 Change in fair value 14,698 9,478 24,176 Fair value at September 30, 2021 $ 53,682 $ 34,621 $ 88,303 |
Contingent Earn-out Awards (Tab
Contingent Earn-out Awards (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Earn-out Shares Valuation | Assumptions used in the valuation are described below: As of September 30, 2021 July 22, 2021 Current stock price $ 18.91 $ 14.47 Expected term (in years) 5.3 5.5 Expected volatility 55.0 % 51.5 % Risk-free interest rate 1.1 % 0.8 % Expected dividend yield 0 % 0 % Inception to 2021 Current stock price $13.93 – $19.11 Expected term 5.3 – 5.5 years Expected volatility 40.0% – 55.0% Risk-free interest rate 0.8% – 1.1% Expected dividend yield 0% |
Changes in Estimated Fair Value of the Company's Level 3 Financial Liabilities | The following table sets forth a summary of the changes in the estimated fair value of the earn-out liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (in thousands): Fair Value Measurements Using Significant Unobservable Inputs Balance at December 31, 2020 $ — Contingent earn-out liability recognized upon the closing of the Reverse Recapitalization 231,627 Reallocation of Earn-out Shares to earn-out liability upon forfeitures 4,284 Change in fair value of earn-out liability 98,478 Balance at September 30, 2021 $ 334,389 |
Stock Plan (Tables)
Stock Plan (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the stock option activities under the Company’s stock plans for nine months ended September 30, 2021 (in thousands, except for per share data): Options Outstanding Number of Weighted- Weighted- Average Remaining Contractual Term (Years) Aggregate Balance—December 31, 2020 49,206 $ 0.62 8.1 $ 245,565 Expired or canceled (2,673) 0.70 Exercised (3,402) 0.50 $ 33,210 Balance—September 30, 2021 43,131 $ 0.63 7.1 $ 788,467 Options vested and exercisable—September 30, 2021 27,493 $ 0.56 6.6 $ 504,540 |
Schedule of RSU and PRSU Activity | The following table summarizes the RSU activity under the Company’s stock plans for the nine months ended September 30, 2021 (in thousands, except per share data): RSUs and PRSUs Number of Weighted- Balance-December 31, 2020 — $ — Granted 4,070 9.55 Vested (28) 9.29 Canceled or forfeited (312) 9.20 Balance-September 30, 2021 3,730 $ 9.58 |
Schedule of Earn-out Award Activity | The following table summarizes the Earn-out Award activity under the Earn-out Arrangement pursuant to the Merger Agreement during the nine months ended September 30, 2021 (in thousands, except for per share data): Earn-out Award Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Price Per Share Balance - December 31, 2020 — $ — Granted 5,097 12.61 Forfeited (337) 12.57 Balance - September 30, 2021 4,760 $ 12.62 |
Employee Stock Option Valuation | The assumptions used to estimate the fair value of stock options granted during the nine months ended September 30, 2020 were as follows: Nine Months Ended 2020 Expected term 5.5 – 6.1 years Expected volatility 38.5 – 44.9% Risk-free interest rate 0.3 – 1.5% Expected dividend yield 0% |
Earn-out Shares Valuation | Assumptions used in the valuation are described below: As of September 30, 2021 July 22, 2021 Current stock price $ 18.91 $ 14.47 Expected term (in years) 5.3 5.5 Expected volatility 55.0 % 51.5 % Risk-free interest rate 1.1 % 0.8 % Expected dividend yield 0 % 0 % Inception to 2021 Current stock price $13.93 – $19.11 Expected term 5.3 – 5.5 years Expected volatility 40.0% – 55.0% Risk-free interest rate 0.8% – 1.1% Expected dividend yield 0% |
Stock-based Compensation Arrangement | The amount of stock-based compensation related to stock-based awards to employees in the Company’s condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Costs of revenue $ 978 $ 28 $ 1,040 $ 78 Research and development 6,695 164 6,929 485 Selling, general, and administrative 23,065 438 24,028 1,231 Stock-based compensation, net of amounts capitalized 30,738 630 31,997 1,794 Capitalized stock-based compensation 1,332 34 1,526 115 Total stock-based compensation $ 32,070 $ 664 $ 33,523 $ 1,909 |
Net Loss Attributable to Common
Net Loss Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Attributable to Common Stockholders, Basic and Diluted | Net income (loss) per share attributable to common stockholders was computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the three and nine months ended September 30, 2021 and 2020 (in thousands, except for per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator : Net income (loss) attributable to common stockholders $ (167,989) $ 906 $ (177,070) $ (10,892) Less: undistributed earnings attributable to participating securities — (906) — — Net income (loss) attributable to common stockholders, basic and diluted $ (167,989) $ — $ (177,070) $ (10,892) Denominator: Weighted average shares used in computing net income (loss) per share attributable to common stockholders, basic and diluted 196,478 32,552 93,061 32,334 Net income (loss) per share attributable to common stockholders, basic and diluted $ (0.86) $ — $ (1.90) $ (0.34) |
Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share attributable to common stockholders, basic and diluted, because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (shares in thousands): As of September 30, 2021 2020 Public warrants 6,900 — Private warrants 4,450 — Earn-out shares 23,460 — Redeemable convertible preferred stock, all series — 126,409 Warrants to purchase common stock — 1,081 Common stock options outstanding 43,131 52,859 Unvested RSUs 3,730 — Total potentially dilutive common stock equivalents 81,671 180,349 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentration Risk (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Customer A | Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 12.00% | |
Customer B | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 0.111% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($)d | Dec. 31, 2020USD ($) | |
Cash and Cash Equivalents [Line Items] | ||
Receivables from credit card processors | $ | $ 600 | $ 800 |
Restricted cash | $ | $ 468 | $ 400 |
Minimum | ||
Cash and Cash Equivalents [Line Items] | ||
Number of business days to convert credit card receivables to cash | d | 3 | |
Maximum | ||
Cash and Cash Equivalents [Line Items] | ||
Number of business days to convert credit card receivables to cash | d | 5 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jul. 22, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Reverse Recapitalization [Line Items] | |||||||||
Allowance for doubtful accounts (less than $0.1 million in current period) | $ 182 | $ 906 | $ 182 | $ 906 | $ 32 | $ 799 | $ 566 | $ 337 | |
Deferred transaction costs | $ 100 | ||||||||
Transaction costs paid | $ 36,300 | 9,813 | 0 | ||||||
Additional paid in capital, reduction of proceeds | 35,700 | ||||||||
Transaction costs paid at closing | $ 600 | ||||||||
Earn-out (shares) | 23,460,000 | ||||||||
Advertising costs | $ 2,300 | $ 900 | $ 5,800 | $ 3,000 | |||||
Matterport, Inc. | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Transaction costs paid | $ 10,000 | ||||||||
Gores Holdings VI, Inc. | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Transaction costs paid | $ 26,300 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 22, 2021USD ($)$ / sharesshares | Jul. 21, 2021$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2020$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Aug. 19, 2021shares | Dec. 31, 2020$ / shares |
Reverse Recapitalization [Line Items] | |||||||||
Gross proceeds received in business combination | $ 640,100 | ||||||||
Proceeds from cash held in trust account | 345,100 | ||||||||
Redemption of common stock | $ 0 | $ 438 | |||||||
Transaction costs paid | 36,300 | 9,813 | 0 | ||||||
Additional paid in capital, reduction of proceeds | 35,700 | ||||||||
Transaction costs | $ 600 | $ 565 | $ 0 | $ 565 | $ 0 | ||||
Issuance of common stock (shares) | shares | 72,500,000 | ||||||||
Common stock, par value ($ per share) | $ / shares | $ 0.0001 | $ 0.001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Recapitalization exchange ratio | 4.1193 | 4.1193 | |||||||
Issuance of Series D redeemable convertible preferred stocks net of issuance costs (shares) | shares | 52,000 | 21,708,000 | |||||||
Shares issued upon exercise of warrants (shares) | shares | 11,350,000 | ||||||||
Legacy Matterport Common Stock Warrants | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Shares issued upon exercise of warrants (shares) | shares | 1,038,444 | ||||||||
Redeemable Convertible Preferred Stock | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Common stock, par value ($ per share) | $ / shares | $ 2.0181 | ||||||||
Issuance of Series D redeemable convertible preferred stocks net of issuance costs (shares) | shares | 52,236 | ||||||||
Legacy Matterport Preferred Stock | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Conversion of convertible securities (shares) | shares | 126,460,926 | ||||||||
Matterport, Inc. | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Transaction costs paid | $ 10,000 | ||||||||
Gores Holdings VI, Inc. | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Transaction costs paid | 26,300 | ||||||||
Gores Holdings VI, Inc. | Class A Common Stock | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Additional PIPE | $ 295,000 | ||||||||
Common stock, par value ($ per share) | $ / shares | $ 10 | ||||||||
Gore Holdings VI, Inc. Public Stockholders | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Redemption of common stock | $ 900 | ||||||||
Legacy Matterport Stockholders | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Issuance of common stock (shares) | shares | 218,875,000 |
Reverse Recapitalization - Shar
Reverse Recapitalization - Shares Issued Immediately following Consummation of Merger (Details) - shares | Jul. 22, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (shares) | 241,956,000 | 242,413,000 | 38,981,000 |
Issuance of common stock (shares) | 29,500,000 | ||
Earnout shares excluded (shares) | 23,460,000 | ||
Earnout period | 180 days | ||
Legacy Matterport Stockholders | |||
Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (shares) | 169,425,000 | ||
Public Stockholders | |||
Reverse Recapitalization [Line Items] | |||
Stock Issued during period (shares) | 34,406,000 | ||
Initial Stockholders' Class F Stock | |||
Reverse Recapitalization [Line Items] | |||
Stock Issued during period (shares) | 8,625,000 | ||
Initial Stockholders' Class F Stock, Subscription Shares Excluded | |||
Reverse Recapitalization [Line Items] | |||
Issuance of common stock (shares) | 4,079,000 | ||
Initial Stockholders' Class F Stock, PIPE Investment Shares Excluded | |||
Reverse Recapitalization [Line Items] | |||
Issuance of common stock (shares) | 15,000 | ||
PIPE Investors, Subscription Shares Included | |||
Reverse Recapitalization [Line Items] | |||
Issuance of common stock (shares) | 4,079,000 | ||
PIPE Investors, Investment Shares Included | |||
Reverse Recapitalization [Line Items] | |||
Issuance of common stock (shares) | 15,000 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 27,655 | $ 25,074 | $ 84,087 | $ 62,297 |
Over time revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 18,969 | 13,858 | 53,618 | 34,530 |
Point-in-time revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,686 | 11,216 | 30,469 | 27,767 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 16,383 | 16,638 | 51,518 | 40,983 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 11,272 | $ 8,436 | $ 32,569 | $ 21,314 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 7,793 | $ 2,700 |
Unbilled accounts receivable | 1,779 | 1,224 |
Deferred revenue | $ 9,113 | $ 4,903 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue recognized | $ 4.1 | $ 1.9 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Millions | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted but unsatisfied performance obligations | $ 22.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted but unsatisfied performance obligations | $ 20.1 |
Contracted but unsatisfied performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted but unsatisfied performance obligations, period |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance—beginning of period | $ (32) | $ (566) | $ (799) | $ (337) |
Increase in reserves | (309) | (340) | (460) | (581) |
Write-offs | 159 | 0 | 1,077 | 12 |
Balance—end of period | $ (182) | $ (906) | $ (182) | $ (906) |
Balance sheet Components - Inve
Balance sheet Components - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Finished Goods | $ 1,026 | $ 538 |
Work in process | 1,480 | 2,219 |
Purchased parts and raw materials | 1,483 | 889 |
Total inventories | $ 3,989 | $ 3,646 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 27,929 | $ 27,929 | $ 20,653 | ||
Accumulated depreciation and amortization | (16,552) | (16,552) | (12,443) | ||
Total property and equipment, net | 11,377 | 11,377 | 8,210 | ||
Depreciation and amortization | 1,500 | $ 1,200 | 4,121 | $ 3,538 | |
Capitalized computer software additions | 3,300 | 1,200 | 6,700 | 3,700 | |
Capitalized computer software amortization | 1,400 | 1,100 | 3,800 | 3,300 | |
Costs of revenue | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized computer software amortization | 1,200 | 1,000 | 3,300 | 2,900 | |
Selling, general, and administrative | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized computer software amortization | 200 | $ 100 | 500 | $ 400 | |
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 1,945 | 1,945 | 1,435 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 354 | 354 | 359 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 728 | 728 | 733 | ||
Capitalized software and development costs | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 24,902 | $ 24,902 | $ 18,126 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation | $ 2,503 | $ 3,208 |
Tax payable | 945 | 1,164 |
Transaction cost payable | 200 | 135 |
Other current liabilities | 5,133 | 2,488 |
Total accrued expenses and other current liabilities | $ 8,781 | $ 6,995 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jul. 22, 2021 | Dec. 31, 2020 |
Short-term investments: | |||
Short-term investments | $ 174,168 | $ 0 | |
Other assets: | |||
Convertible notes receivable | 466,163 | ||
Financial Liabilities: | |||
Warrants liability | 88,303 | $ 64,127 | |
Contingent earn-out liability | 231,600 | ||
Public Warrant | |||
Financial Liabilities: | |||
Warrants liability | 53,682 | 38,984 | 0 |
Private Warrant | |||
Financial Liabilities: | |||
Warrants liability | 34,621 | $ 25,143 | 0 |
Corporate debt securities | |||
Other assets: | |||
Convertible notes receivable | 129,703 | ||
Commercial paper | |||
Other assets: | |||
Convertible notes receivable | 129,893 | ||
U.S. government and agency securities | |||
Other assets: | |||
Convertible notes receivable | 180,988 | ||
Non-U.S. government and agency securities | |||
Other assets: | |||
Convertible notes receivable | 24,484 | ||
Fair Value, Recurring | |||
Cash equivalents: | |||
Cash equivalents, fair value | 138,730 | 43,116 | |
Short-term investments: | |||
Short-term investments | 174,168 | ||
Long-term investments: | |||
Long-term investments | 290,900 | ||
Other assets: | |||
Convertible notes receivable | 1,095 | ||
Total assets measured at fair value | 604,893 | 43,116 | |
Financial Liabilities: | |||
Contingent earn-out liability | 334,389 | ||
Total liabilities measured at fair value | 422,692 | ||
Fair Value, Recurring | Public Warrant | |||
Financial Liabilities: | |||
Warrants liability | 53,682 | ||
Fair Value, Recurring | Private Warrant | |||
Financial Liabilities: | |||
Warrants liability | 34,621 | ||
Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 44,274 | ||
Long-term investments: | |||
Long-term investments | 85,429 | ||
Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 129,894 | ||
Fair Value, Recurring | U.S. government and agency securities | |||
Long-term investments: | |||
Long-term investments | 180,988 | ||
Fair Value, Recurring | Non-U.S. government and agency securities | |||
Long-term investments: | |||
Long-term investments | 24,483 | ||
Fair Value, Recurring | Convertible notes receivable | |||
Other assets: | |||
Convertible notes receivable | 1,095 | ||
Fair Value, Recurring | Money market funds | |||
Cash equivalents: | |||
Cash equivalents, fair value | 138,730 | 43,116 | |
Level 1 | Fair Value, Recurring | |||
Cash equivalents: | |||
Cash equivalents, fair value | 138,730 | 43,116 | |
Short-term investments: | |||
Short-term investments | 0 | ||
Long-term investments: | |||
Long-term investments | 180,988 | ||
Other assets: | |||
Convertible notes receivable | 0 | ||
Total assets measured at fair value | 319,718 | 43,116 | |
Financial Liabilities: | |||
Contingent earn-out liability | 0 | ||
Total liabilities measured at fair value | 53,682 | ||
Level 1 | Fair Value, Recurring | Public Warrant | |||
Financial Liabilities: | |||
Warrants liability | 53,682 | ||
Level 1 | Fair Value, Recurring | Private Warrant | |||
Financial Liabilities: | |||
Warrants liability | 0 | ||
Level 1 | Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 0 | ||
Long-term investments: | |||
Long-term investments | 0 | ||
Level 1 | Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 0 | ||
Level 1 | Fair Value, Recurring | U.S. government and agency securities | |||
Long-term investments: | |||
Long-term investments | 180,988 | ||
Level 1 | Fair Value, Recurring | Non-U.S. government and agency securities | |||
Long-term investments: | |||
Long-term investments | 0 | ||
Level 1 | Fair Value, Recurring | Convertible notes receivable | |||
Other assets: | |||
Convertible notes receivable | 0 | ||
Level 1 | Fair Value, Recurring | Money market funds | |||
Cash equivalents: | |||
Cash equivalents, fair value | 138,730 | 43,116 | |
Level 2 | Fair Value, Recurring | |||
Cash equivalents: | |||
Cash equivalents, fair value | 0 | 0 | |
Short-term investments: | |||
Short-term investments | 174,168 | ||
Long-term investments: | |||
Long-term investments | 109,912 | ||
Other assets: | |||
Convertible notes receivable | 0 | ||
Total assets measured at fair value | 284,080 | 0 | |
Financial Liabilities: | |||
Contingent earn-out liability | |||
Total liabilities measured at fair value | 34,621 | ||
Level 2 | Fair Value, Recurring | Public Warrant | |||
Financial Liabilities: | |||
Warrants liability | 0 | ||
Level 2 | Fair Value, Recurring | Private Warrant | |||
Financial Liabilities: | |||
Warrants liability | 34,621 | ||
Level 2 | Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 44,274 | ||
Long-term investments: | |||
Long-term investments | 85,429 | ||
Level 2 | Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 129,894 | ||
Level 2 | Fair Value, Recurring | U.S. government and agency securities | |||
Long-term investments: | |||
Long-term investments | 0 | ||
Level 2 | Fair Value, Recurring | Non-U.S. government and agency securities | |||
Long-term investments: | |||
Long-term investments | 24,483 | ||
Level 2 | Fair Value, Recurring | Convertible notes receivable | |||
Other assets: | |||
Convertible notes receivable | 0 | ||
Level 2 | Fair Value, Recurring | Money market funds | |||
Cash equivalents: | |||
Cash equivalents, fair value | 0 | 0 | |
Level 3 | Fair Value, Recurring | |||
Cash equivalents: | |||
Cash equivalents, fair value | 0 | 0 | |
Short-term investments: | |||
Short-term investments | 0 | ||
Long-term investments: | |||
Long-term investments | 0 | ||
Other assets: | |||
Convertible notes receivable | 1,095 | ||
Total assets measured at fair value | 1,095 | 0 | |
Financial Liabilities: | |||
Contingent earn-out liability | 334,389 | ||
Total liabilities measured at fair value | 334,389 | ||
Level 3 | Fair Value, Recurring | Public Warrant | |||
Financial Liabilities: | |||
Warrants liability | 0 | ||
Level 3 | Fair Value, Recurring | Private Warrant | |||
Financial Liabilities: | |||
Warrants liability | 0 | ||
Level 3 | Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 0 | ||
Long-term investments: | |||
Long-term investments | 0 | ||
Level 3 | Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 0 | ||
Level 3 | Fair Value, Recurring | U.S. government and agency securities | |||
Long-term investments: | |||
Long-term investments | 0 | ||
Level 3 | Fair Value, Recurring | Non-U.S. government and agency securities | |||
Long-term investments: | |||
Long-term investments | 0 | ||
Level 3 | Fair Value, Recurring | Convertible notes receivable | |||
Other assets: | |||
Convertible notes receivable | 1,095 | ||
Level 3 | Fair Value, Recurring | Money market funds | |||
Cash equivalents: | |||
Cash equivalents, fair value | $ 0 | $ 0 |
Fair Value Measurements - Amort
Fair Value Measurements - Amortized Cost, Unrealized Gains and Losses, and FV of AFS Debt Securities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Investments: | |
Total available-for-sale investments | $ 466,257 |
Available-for-sale investments, unrealized gains | 100 |
Available-for-sale investments, unrealized losses | (194) |
Available-for-sale, fair value | 466,163 |
U.S. government and agency securities | |
Investments: | |
Total available-for-sale investments | 181,104 |
Available-for-sale investments, unrealized gains | 0 |
Available-for-sale investments, unrealized losses | (116) |
Available-for-sale, fair value | 180,988 |
Non-U.S. government and agency securities | |
Investments: | |
Total available-for-sale investments | 24,490 |
Available-for-sale investments, unrealized gains | 0 |
Available-for-sale investments, unrealized losses | (6) |
Available-for-sale, fair value | 24,484 |
Corporate debt securities | |
Investments: | |
Total available-for-sale investments | 129,775 |
Available-for-sale investments, unrealized gains | 0 |
Available-for-sale investments, unrealized losses | (72) |
Available-for-sale, fair value | 129,703 |
Commercial paper | |
Investments: | |
Total available-for-sale investments | 129,888 |
Available-for-sale investments, unrealized gains | 5 |
Available-for-sale investments, unrealized losses | 0 |
Available-for-sale, fair value | 129,893 |
Convertible notes receivable | |
Investments: | |
Total available-for-sale investments | 1,000 |
Available-for-sale investments, unrealized gains | 95 |
Available-for-sale investments, unrealized losses | 0 |
Available-for-sale, fair value | $ 1,095 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Sep. 30, 2021USD ($) | Jan. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other-than-temporary impairments | $ 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term investments | $ 1,000,000 | |
Convertible notes receivable, interest rate (percent) | 0.050 | |
Level 3 | Measurement Input, Probability of Repayment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes receivable, measurement input | 0.80 | |
Level 3 | Measurement Input, Probability of Conversion | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes receivable, measurement input | 0.20 | |
Level 3 | Measurement Input, Discount Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes receivable, measurement input | 0.1567 |
Fair Value Measurements - Amo_2
Fair Value Measurements - Amortized Cost and Fair Value by Maturity (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Amortized cost, due within one year | $ 174,176 |
Amortized cost, due between one and three years | 292,081 |
Total available-for-sale investments | 466,257 |
Fair value, due within one year | 174,167 |
Fair value, due between one and three years | 291,996 |
Total available-for-sale investments | $ 466,163 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Oct. 12, 2020USD ($) | Apr. 17, 2020USD ($) | Feb. 20, 2020USD ($)paymentloanFacility | Sep. 27, 2019USD ($) | Sep. 16, 2019USD ($)payment | Apr. 20, 2018USD ($)payment | Nov. 03, 2017USD ($)payment | Oct. 26, 2017USD ($) | May 22, 2017USD ($) | Sep. 23, 2016USD ($)payment | May 20, 2015USD ($) | Jul. 31, 2021USD ($) | Apr. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Apr. 28, 2020USD ($) | Apr. 27, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from debt, net | $ 0 | $ 5,221,000 | ||||||||||||||||||
Amortization of debt discount (less than for the three months ended periods) | 135,000 | 172,000 | ||||||||||||||||||
Loss on extinguishment of debt | 210,000 | 954,000 | ||||||||||||||||||
Long-term debt | $ 4,502,000 | |||||||||||||||||||
2019 Term Loan and Line of Credit | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Amortization of debt discount (less than for the three months ended periods) | $ 100,000 | $ 100,000 | 200,000 | 200,000 | ||||||||||||||||
Term Loan | 2015 Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Term loan, maximum amount | $ 4,000,000 | |||||||||||||||||||
Proceeds from debt, net | $ 4,000,000 | |||||||||||||||||||
Number of equal installment payments | payment | 36,000,000 | |||||||||||||||||||
Term Loan | 2015 Term Loan | Prime Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on floating rate (percent) | 1.00% | |||||||||||||||||||
Term Loan | 2017 Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Term loan, maximum amount | $ 1,500,000 | |||||||||||||||||||
Proceeds from debt, net | $ 1,500,000 | |||||||||||||||||||
Number of equal installment payments | payment | 36,000,000 | |||||||||||||||||||
Stated interest rate (percent) | 5.25% | |||||||||||||||||||
Debt repaid in full | $ 1,000,000 | |||||||||||||||||||
Term Loan | 2017 Term Loan | Prime Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on floating rate (percent) | 1.00% | |||||||||||||||||||
Term Loan | 2019 Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Term loan, maximum amount | 3,000,000 | |||||||||||||||||||
Proceeds from debt, net | $ 3,000,000 | |||||||||||||||||||
Number of equal installment payments | payment | 36,000,000 | 36 | ||||||||||||||||||
Stated interest rate (percent) | 5.25% | 5.25% | ||||||||||||||||||
Repayment of term loan | 1,900,000 | 2,400,000 | ||||||||||||||||||
Term Loan | 2019 Term Loan | Prime Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on floating rate (percent) | 1.00% | |||||||||||||||||||
Term Loan | 2018 Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Term loan, maximum amount | $ 10,000,000 | |||||||||||||||||||
Stated interest rate (percent) | 11.50% | |||||||||||||||||||
Repayment of term loan | $ 3,900,000 | 800,000 | 5,600,000 | 2,400,000 | ||||||||||||||||
Number of monthly scheduled installment payments | payment | 48 | |||||||||||||||||||
Payment of final payment fee | 500,000 | |||||||||||||||||||
Final payment due at maturity or prepayment date | 100,000 | |||||||||||||||||||
Loss on extinguishment of debt | 100,000 | |||||||||||||||||||
Period of interest-only payments | 12 months | |||||||||||||||||||
Interest expense | 100,000 | 200,000 | 300,000 | 600,000 | ||||||||||||||||
Term Loan | 2020 Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Term loan, maximum amount | $ 2,000,000 | |||||||||||||||||||
Number of equal installment payments | payment | 24,000,000 | |||||||||||||||||||
Stated interest rate (percent) | 4.75% | |||||||||||||||||||
Repayment of term loan | 1,800,000 | 2,000,000 | ||||||||||||||||||
Loss on extinguishment of debt | (100,000) | |||||||||||||||||||
Interest expense | $ 100,000 | 100,000 | $ 200,000 | $ 100,000 | ||||||||||||||||
Number of term loan facilities | loanFacility | 2 | |||||||||||||||||||
Aggregated annual coupon payment | $ 100,000 | |||||||||||||||||||
Term Loan | 2020 Term Loan - Facility A | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Term loan, maximum amount | $ 1,000,000 | |||||||||||||||||||
Proceeds from debt, net | $ 1,000,000 | |||||||||||||||||||
Debt maturity period | 36 months | |||||||||||||||||||
Term Loan | 2020 Term Loan - Facility B | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Term loan, maximum amount | $ 1,000,000 | |||||||||||||||||||
Proceeds from debt, net | $ 1,000,000 | |||||||||||||||||||
Debt maturity period | 30 months | |||||||||||||||||||
Line of Credit | 2015 Account Financing | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 1,000,000 | |||||||||||||||||||
Line of Credit | 2015 Amended and Restated Agreement | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 2,000,000 | |||||||||||||||||||
Line of Credit | 2015 Amended and Restated Agreement | Prime Rate | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on floating rate (percent) | 0.50% | |||||||||||||||||||
Line of Credit | 2017 Second Amended and Restated Agreement | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||
Stated interest rate (percent) | 5.25% | |||||||||||||||||||
Proceeds from line of credit | $ 3,000,000 | |||||||||||||||||||
Line of Credit | 2017 Second Amended and Restated Agreement | Prime Rate | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on floating rate (percent) | 0.50% | |||||||||||||||||||
Line of Credit | 2020 Amendment | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||||||||||||||
Stated interest rate (percent) | 5.25% | |||||||||||||||||||
Debt repaid in full | $ 3,000,000 | |||||||||||||||||||
Notes Payable to Banks | Paycheck Protection Program CARES Act | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest expense | $ 100,000 | |||||||||||||||||||
Debt maturity period | 2 years | |||||||||||||||||||
Fixed annual interest rate (percent) | 1.00% | |||||||||||||||||||
Notes payable | $ 4,300,000 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 13,067 | |
Less: unamortized debt discount | (350) | |
Total debt, net of debt discount | 12,717 | |
Current portion of long-term debt | $ 0 | (8,215) |
Long-term debt | 4,502 | |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 3,000 | |
Term Loan | 2019 Term Loan | ||
Debt Instrument [Line Items] | ||
Total debt | 2,417 | |
Term Loan | 2018 Term Loan | ||
Debt Instrument [Line Items] | ||
Total debt | 5,650 | |
Term Loan | 2020 Term Loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,000 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Rent expense | $ 400,000 | $ 600,000 | $ 1,300,000 | $ 1,900,000 | |
Estimated litigation liability | $ 0 | $ 0 | $ 0 |
Commitment and Contingencies _2
Commitment and Contingencies - Future Minimum Operating Lease Payments and Purchase Obligations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases | |
Remainder of 2021 | $ 318 |
2022 | 1,301 |
2023 | 1,339 |
2024 | 1,306 |
2025 | 207 |
Total | 4,471 |
Purchase Obligations | |
Remainder of 2021 | 8,313 |
2022 | 5,221 |
2023 | 165 |
2024 | 153 |
2025 | 0 |
Total | 13,852 |
Total Lease and Purchase Obligations | |
Remainder of 2021 | 8,631 |
2022 | 6,522 |
2023 | 1,504 |
2024 | 1,459 |
2025 | 207 |
Total | $ 18,323 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Sep. 30, 2021 | Sep. 30, 2020USD ($) | Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of convertible debt plus interest into Series D redeemable convertible preferred stock ($ per share) | $ / shares | $ 1.8163 | ||||||
Redeemable convertible preferred, issued (shares) | shares | 21,708,519 | ||||||
Redeemable convertible preferred issued ($ per share) | $ / shares | $ 2.0181 | ||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 43,800,000 | ||||||
Conversion of debt, shares issued (shares) | shares | 4,728,975 | ||||||
Aggregate proceeds from convertible preferred stock financing and converted notes | $ 52,400,000 | ||||||
2020 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of debt to redeemable convertible preferred stock, trigger amount | $ 10,000,000 | ||||||
Conversion of debt to redeemable convertible preferred stock, discount rate (percent) | 0.150 | 0.100 | |||||
2020 Notes | Redeemable Convertible Preferred Stock | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of convertible debt plus interest into Series D redeemable convertible preferred stock ($ per share) | $ / shares | $ 2.0181 | ||||||
2020 Notes | Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from issuance of convertible notes | $ 8,500,000 | ||||||
Stated interest rate (percent) | 5.00% | ||||||
Unpaid accrued interest | 8,600,000 | ||||||
Fair value of embedded derivative | $ 900,000 | $ 1,000,000 | |||||
Interest expense | $ 0 | $ 100,000 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Narrative (Details) - USD ($) $ in Thousands | Jul. 22, 2021 | Sep. 30, 2021 |
Class of Stock [Line Items] | ||
Conversion of Legacy Matterport preferred shares | $ 164,461 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Aggregate shares issued upon conversion of Legacy Matterport preferred stock (shares) | 126,460,926 | |
Conversion of Legacy Matterport preferred shares | $ 164,500 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | ||
Class of Stock [Line Items] | |||||||||
Shares Authorized | 125,405,000 | 30,000,000 | |||||||
Shares Issued | 124,979,000 | 0 | |||||||
Shares Outstanding | 124,979,000 | 0 | 124,979,000 | 124,979,000 | 124,979,000 | 124,979,000 | 98,542,000 | 98,542,000 | [1] |
Carrying Value | $ | $ 164,168 | $ 0 | $ 164,168 | $ 164,168 | $ 164,168 | $ 164,168 | $ 110,978 | $ 110,978 | |
Aggregate Liquidation Preference | $ | $ 166,131 | $ 0 | |||||||
Redeemable Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Shares Authorized | 125,405,000 | ||||||||
Shares of Common Stock if converted | 126,409,000 | ||||||||
Series Seed redeemable | |||||||||
Class of Stock [Line Items] | |||||||||
Original Issuance Price ($ per share) | $ / shares | $ 0.3507 | ||||||||
Shares Authorized | 24,861,000 | ||||||||
Shares Issued | 24,861,000 | ||||||||
Shares Outstanding | 24,861,000 | ||||||||
Shares of Common Stock if converted | 24,861,000 | ||||||||
Carrying Value | $ | $ 7,350 | ||||||||
Aggregate Liquidation Preference | $ | $ 8,720 | ||||||||
Dividend Rate (percent) | 0.080 | ||||||||
Series A-1 redeemable | |||||||||
Class of Stock [Line Items] | |||||||||
Original Issuance Price ($ per share) | $ / shares | $ 0.4261 | ||||||||
Shares Authorized | 7,570,000 | ||||||||
Shares Issued | 7,570,000 | ||||||||
Shares Outstanding | 7,570,000 | ||||||||
Shares of Common Stock if converted | 7,570,000 | ||||||||
Carrying Value | $ | $ 3,165 | ||||||||
Aggregate Liquidation Preference | $ | $ 3,226 | ||||||||
Dividend Rate (percent) | 0.080 | ||||||||
Series B redeemable | |||||||||
Class of Stock [Line Items] | |||||||||
Original Issuance Price ($ per share) | $ / shares | $ 0.8194 | ||||||||
Shares Authorized | 19,527,000 | ||||||||
Shares Issued | 19,527,000 | ||||||||
Shares Outstanding | 19,527,000 | ||||||||
Shares of Common Stock if converted | 20,957,000 | ||||||||
Carrying Value | $ | $ 15,905 | ||||||||
Aggregate Liquidation Preference | $ | $ 16,000 | ||||||||
Dividend Rate (percent) | 0.080 | ||||||||
Series C redeemable | |||||||||
Class of Stock [Line Items] | |||||||||
Original Issuance Price ($ per share) | $ / shares | $ 1.7194 | ||||||||
Shares Authorized | 30,730,000 | ||||||||
Shares Issued | 30,727,000 | ||||||||
Shares Outstanding | 30,727,000 | ||||||||
Shares of Common Stock if converted | 30,727,000 | ||||||||
Carrying Value | $ | $ 52,696 | ||||||||
Aggregate Liquidation Preference | $ | $ 52,832 | ||||||||
Dividend Rate (percent) | 0.080 | ||||||||
Series D redeemable | |||||||||
Class of Stock [Line Items] | |||||||||
Original Issuance Price ($ per share) | $ / shares | $ 2.0181 | ||||||||
Shares Authorized | 42,717,000 | ||||||||
Shares Issued | 42,294,000 | ||||||||
Shares Outstanding | 42,294,000 | ||||||||
Shares of Common Stock if converted | 42,294,000 | ||||||||
Carrying Value | $ | $ 85,052 | ||||||||
Aggregate Liquidation Preference | $ | $ 85,353 | ||||||||
Dividend Rate (percent) | 0.080 | ||||||||
[1] | (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 4.1193 established in the Merger as described in Note 3. |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 22, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)lender$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)lender$ / sharesshares | Sep. 30, 2020USD ($)shares | Aug. 19, 2021shares | Jul. 21, 2021$ / sharesshares | Jun. 30, 2021shares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2020shares | Mar. 31, 2020shares | Dec. 31, 2019shares | [1] |
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock (shares) | shares | 72,500,000 | |||||||||||||
Gross proceeds received in business combination | $ 640,100 | |||||||||||||
Redemption of common stock | $ 0 | $ 438 | ||||||||||||
Transaction costs paid | 36,300 | 9,813 | 0 | |||||||||||
Additional paid in capital, reduction of proceeds | 35,700 | |||||||||||||
Transaction costs | $ 600 | $ 565 | $ 0 | $ 565 | 0 | |||||||||
Common stock, authorized (shares) | shares | 640,000,000 | 640,000,000 | 640,000,000 | 232,700,000 | 230,680,000 | |||||||||
Common stock, par value ($ per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.0001 | |||||||||
Stock, authorized (shares) | shares | 670,000,000 | |||||||||||||
Stock, par value ($ per share) | $ / shares | $ 0.0001 | |||||||||||||
Preferred stock, authorized (shares) | shares | 30,000,000 | |||||||||||||
Common stock, outstanding (shares) | shares | 241,956,000 | 242,413,000 | 242,413,000 | 38,981,000 | ||||||||||
Warrants, contractual life | 5 years | |||||||||||||
Shares issued upon exercise of warrants (shares) | shares | 11,350,000 | |||||||||||||
Unamortized debt discount | $ 350 | |||||||||||||
Amortization of debt discount | $ 135 | $ 172 | ||||||||||||
Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock (shares) | shares | 72,531,000 | |||||||||||||
Common stock, outstanding (shares) | shares | 242,413,000 | 32,886,000 | 242,413,000 | 32,886,000 | 41,750,000 | 40,566,000 | 38,981,000 | 32,487,000 | 32,132,000 | 32,132,000 | ||||
Number of lenders | lender | 3 | 3 | ||||||||||||
Warrants, contractual life | 10 years | 10 years | ||||||||||||
Shares issued upon exercise of warrants (shares) | shares | 1,000,000 | |||||||||||||
Warrants | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Unamortized debt discount | $ 200 | |||||||||||||
Amortization of debt discount | $ 200 | |||||||||||||
Matterport, Inc. | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Transaction costs paid | $ 10,000 | |||||||||||||
Gore Holdings VI, Inc. Public Stockholders | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Redemption of common stock | 900 | |||||||||||||
Gores Holdings VI, Inc. | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Transaction costs paid | $ 26,300 | |||||||||||||
[1] | (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 4.1193 established in the Merger as described in Note 3. |
Stockholders' Equity - Shares R
Stockholders' Equity - Shares Reserved for Future Issuance (Details) | Sep. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 113,126,000 |
Common stock reserved for Earn-out | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 23,460,000 |
Warrants to purchase common stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 11,350,000 |
Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 46,861,000 |
Shares available for future grant under 2021 Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 7,259,000 |
Shares available for future grant under 2021 Incentive Award Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 24,196,000 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ (120,700) | $ (109,629) |
Net unrealized loss | (173) | (20) |
Ending balance | 205,726 | (119,435) |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 135 | 36 |
Ending balance | (38) | 16 |
Foreign Currency Translation, Net of Tax | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 135 | 36 |
Net unrealized loss | (79) | (20) |
Ending balance | 56 | 16 |
Unrealized Losses on Available-for-Sale Debt Securities, Net of Tax | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 0 | 0 |
Net unrealized loss | (94) | 0 |
Ending balance | $ (94) | $ 0 |
Public and Private Warrants (De
Public and Private Warrants (Details) | Jul. 21, 2021d$ / sharesshares | Sep. 30, 2021$ / sharesshares | Aug. 19, 2021shares | Jul. 22, 2021shares |
Class of Warrant or Right [Line Items] | ||||
Warrants issued (shares) | 11,350,000 | 11,350,000 | ||
Number of shares purchasable with each warrant (shares) | 1 | |||
Warrant, exercise price ($ per share) | $ / shares | $ 11.50 | |||
Warrants, contractual life | 5 years | |||
Shares issued upon exercise of warrants (shares) | 11,350,000 | |||
Warrant Activity [Abstract] | ||||
Warrants Exercised | 0 | |||
Outstanding as of September 30, 2021 | 11,350,000 | |||
Warrants, fair value ($ per share) | $ / shares | $ 7.78 | |||
Public Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued (shares) | 6,900,000 | 6,900,000 | 6,900,000 | |
Warrant, exercise price ($ per share) | $ / shares | $ 11.50 | |||
Prior written notice of redemption, period | 30 days | |||
Redemption price per warrant ($ dollar per warrant) | $ / shares | $ 0.01 | |||
Warrant redemption, trigger price ($ per share) | $ / shares | $ 18 | |||
Warrant redemption, number of trading days at or above trigger price | d | 20 | |||
Days included in warrant redemption trading day period | d | 30 | |||
Warrant redemption, period after warrants become exercisable | 90 days | |||
Warrant redemption, number of trading days Included in fair market value average | d | 10 | |||
Warrant, fair value redemption ($ per share) | $ / shares | $ 10 | |||
Warrant Activity [Abstract] | ||||
Warrants assumed upon the Closing of the Merger | 6,900,000 | |||
Warrants Exercised | 0 | |||
Outstanding as of September 30, 2021 | 6,900,000 | 6,900,000 | ||
Private Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued (shares) | 4,450,000 | 4,450,000 | 4,450,000 | |
Private placement warrant vesting period | 30 days | |||
Warrant Activity [Abstract] | ||||
Warrants assumed upon the Closing of the Merger | 4,450,000 | |||
Warrants Exercised | 0 | |||
Outstanding as of September 30, 2021 | 4,450,000 | 4,450,000 |
Public and Private Warrants - F
Public and Private Warrants - Fair Value (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Warrant Liability [Roll Forward] | |||||
Change in fair value of warrants liabilities | $ 24,176 | $ 24,176 | $ 0 | $ 24,176 | $ 0 |
Fair value at September 30, 2021 | 88,303 | 88,303 | 88,303 | ||
Public Warrant | |||||
Warrant Liability [Roll Forward] | |||||
Fair value at Closing date on July 22, 2021 | 0 | ||||
Change in fair value of warrants liabilities | 14,698 | ||||
Fair value at September 30, 2021 | 53,682 | 53,682 | 53,682 | ||
Private Warrant | |||||
Warrant Liability [Roll Forward] | |||||
Fair value at Closing date on July 22, 2021 | 0 | ||||
Change in fair value of warrants liabilities | 9,478 | ||||
Fair value at September 30, 2021 | $ 34,621 | $ 34,621 | $ 34,621 |
Contingent Earn-out Awards - Na
Contingent Earn-out Awards - Narrative (Details) $ / shares in Units, $ in Millions | Jul. 22, 2021USD ($)dtranche$ / sharesshares |
Reverse Recapitalization [Line Items] | |
Earn-out (shares) | 23,460,000 |
Number of tranches of earn-out shares | tranche | 6 |
Earn-out share release, number of trading days above trigger price | d | 10 |
Earn-out share release, number of consecutive trading days in trigger period | d | 30 |
Equity earn-out period start, number of days after Closing | d | 180 |
Estimated fair value of total earn-out shares at Closing | $ | $ 294.8 |
Contingent earn-out liability | $ | $ 231.6 |
Weighted Average Share Price in Excess of $13.00 | |
Reverse Recapitalization [Line Items] | |
Earn-out (shares) | 3,910,000 |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 13 |
Weighted Average Share Price in Excess of $15.50 | |
Reverse Recapitalization [Line Items] | |
Earn-out (shares) | 3,910,000 |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 15.50 |
Weighted Average Share Price in Excess of $18.00 | |
Reverse Recapitalization [Line Items] | |
Earn-out (shares) | 3,910,000 |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 18 |
Weighted Average Share Price in Excess of $20.50 | |
Reverse Recapitalization [Line Items] | |
Earn-out (shares) | 3,910,000 |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 20.50 |
Weighted Average Share Price in Excess of $23.00 | |
Reverse Recapitalization [Line Items] | |
Earn-out (shares) | 3,910,000 |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 23 |
Weighted Average Share Price in Excess of $25.50 | |
Reverse Recapitalization [Line Items] | |
Earn-out (shares) | 3,910,000 |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 25.50 |
Contingent Earn-out Awards - Va
Contingent Earn-out Awards - Valuation Assumptions (Details) | Sep. 30, 2021 | Jul. 22, 2021 |
Current stock price | ||
Reverse Recapitalization [Line Items] | ||
Derivative liability, measurement input | 18.91 | 14.47 |
Expected term (in years) | ||
Reverse Recapitalization [Line Items] | ||
Derivative liability, measurement input | 5.3 | 5.5 |
Expected volatility | ||
Reverse Recapitalization [Line Items] | ||
Derivative liability, measurement input | 0.550 | 0.515 |
Risk-free interest rate | ||
Reverse Recapitalization [Line Items] | ||
Derivative liability, measurement input | 0.011 | 0.008 |
Expected dividend yield | ||
Reverse Recapitalization [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Contingent Earn-out Awards - Ro
Contingent Earn-out Awards - Rollforward of Contingent Earn-out Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance at December 31, 2020 | $ 0 |
Contingent earn-out liability recognized upon the closing of the Reverse Recapitalization | 231,627 |
Reallocation of Earn-out Shares to earn-out liability upon forfeitures | 4,284 |
Change in fair value of earn-out liability | 98,478 |
Balance at September 30, 2021 | $ 334,389 |
Stock Plan - Narrative (Details
Stock Plan - Narrative (Details) - USD ($) $ in Thousands | Jul. 22, 2021 | Sep. 30, 2011 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 01, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based expense related to unvested options | $ 4,400 | $ 4,400 | |||||
Stock-based compensation expense | $ 30,738 | $ 630 | $ 31,997 | $ 1,794 | |||
Exercisable (shares) | 27,493,000 | 27,493,000 | |||||
Granted (shares) | 0 | ||||||
ISOs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based expense, period for recognition | 2 years 1 month 6 days | ||||||
Modified PSOs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Modified performance-based options outstanding (shares) | 866,597 | ||||||
Stock-based compensation expense | $ 8,100 | ||||||
Exercisable (shares) | 866,597 | ||||||
PRSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based expense, period for recognition | 1 year 10 months 24 days | ||||||
Stock-based compensation expense | $ 6,100 | ||||||
Unrecognized stock-based expense, other than options | $ 22,600 | $ 22,600 | |||||
PRSUs | Service-based Vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
PRSUs | Service-based Cliff Vesting Period | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based expense, period for recognition | 3 years 9 months 18 days | ||||||
Unrecognized stock-based expense, other than options | 3,600 | $ 3,600 | |||||
Earn-out Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based expense, period for recognition | 9 months 18 days | ||||||
Unrecognized stock-based expense, other than options | $ 46,700 | $ 46,700 | |||||
2011 Stock Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock incentive plan, period in force | 10 years | ||||||
Shares available for grant under the plan (shares) | 0 | 0 | |||||
2011 Stock Plan | ISOs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized under the plan (shares) | 67,800,000 | 67,800,000 | |||||
2021 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for grant under the plan, as percentage of shares outstanding at closing (percent) | 10.00% | ||||||
Shares available for grant under the plan (shares) | 24,200,000 | 24,200,000 | 24,200,000 | ||||
Annual increase to shares available for grant under the plan as percentage of shares outstanding at prior year end (percent) | 5.00% | ||||||
2021 Plan | ISOs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for grant under the plan (shares) | 181,500,000 | 181,500,000 | |||||
2021 ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for grant under the plan, as percentage of shares outstanding at closing (percent) | 3.00% | 15.25% | 15.25% | ||||
Shares available for grant under the plan (shares) | 7,300,000 | 7,300,000 | 7,300,000 | ||||
Annual increase to shares available for grant under the plan as percentage of shares outstanding at prior year end (percent) | 1.00% | ||||||
2021 ESPP | ISOs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for grant under the plan (shares) | 36,900,000 | 36,900,000 |
Stock Plan - Stock Option Activ
Stock Plan - Stock Option Activities (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Balance, beginning (shares) | shares | 49,206 | |
Exercised (shares) | shares | (2,673) | |
Expired or canceled (shares) | shares | (3,402) | |
Balance, ending (shares) | shares | 43,131 | 49,206 |
Exercisable (shares) | shares | 27,493 | |
Weighted- Average Exercise Price Per Share | ||
Beginning balance ($ per share) | $ / shares | $ 0.62 | |
Exercised ($ per share) | $ / shares | 0.7 | |
Expired or canceled ($ per share) | $ / shares | 0.5 | |
Exercisable ($ per share) | $ / shares | 0.56 | |
Ending Balance ($ per share) | $ / shares | $ 0.63 | $ 0.62 |
Options outstanding, weighted-average remaining contractual term (in years) | 7 years 1 month 6 days | 8 years 1 month 6 days |
Options exercisable, weighted-average remaining contractual term (in years) | 6 years 7 months 6 days | |
Options outstanding, aggregate intrinsic value | $ | $ 788,467 | $ 245,565 |
Options exercised, aggregate intrinsic value | $ | 33,210 | |
Options exercisable, aggregate intrinsic value | $ | $ 504,540 |
Stock Plan - RSU and PRSU Activ
Stock Plan - RSU and PRSU Activities (Details) - RSUs and PRSUs shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning balance (shares) | shares | 0 |
Granted (shares) | shares | 4,070 |
Vested (shares) | shares | (28) |
Canceled or forfeited (shares) | shares | (312) |
Ending balance (shares) | shares | 3,730 |
Weighted-Average Grant Date Fair Value | |
Outstanding, beginning, weighted-average grant date fair value ($ per share) | $ / shares | $ 0 |
Granted ($ per share) | $ / shares | 9.55 |
Vested ($ per share) | $ / shares | 9.29 |
Canceled or forfeited ($ per share) | $ / shares | 9.20 |
Outstanding, ending, weighted-average grant date fair value ($ per share) | $ / shares | $ 9.58 |
Stock Plan - Earn-out Shares Ac
Stock Plan - Earn-out Shares Activity (Details) - Earn-out Shares - $ / shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Beginning balance (shares) | 0 | |
Granted (shares) | 5,097 | |
Forfeited (shares) | 337 | |
Ending balance (shares) | 4,760 | |
Weighted-Average Grant Date Fair Value | ||
Outstanding, weighted-average grant date fair value ($ per share) | $ 12.62 | $ 0 |
Granted ($ per share) | 12.61 | |
Forfeited ($ per share) | $ 12.57 |
Stock Plan - Fair Value Assumpt
Stock Plan - Fair Value Assumptions, Options and Earn-out Shares (Details) - $ / shares | 2 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Common stock options outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum (percent) | 38.50% | |
Expected volatility, maximum (percent) | 44.90% | |
Risk-free interest rate, minimum (percent) | 0.30% | |
Risk-free interest rate, maximum (percent) | 1.50% | |
Expected dividend yield (percent) | 0.00% | |
Common stock options outstanding | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years 6 months | |
Common stock options outstanding | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 1 month 6 days | |
Earn-out Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum (percent) | 40.00% | |
Expected volatility, maximum (percent) | 55.00% | |
Risk-free interest rate, minimum (percent) | 0.80% | |
Risk-free interest rate, maximum (percent) | 1.10% | |
Expected dividend yield (percent) | 0.00% | |
Earn-out Shares | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years 3 months 18 days | |
Current stock price ($ per share) | $ 13.93 | |
Earn-out Shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years 6 months | |
Current stock price ($ per share) | $ 19.11 |
Stock Plan - Stock-based Compen
Stock Plan - Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | $ 30,738 | $ 630 | $ 31,997 | $ 1,794 |
Capitalized stock-based compensation | 1,332 | 34 | 1,526 | 115 |
Total stock-based compensation | 32,070 | 664 | 33,523 | 1,909 |
Costs of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | 978 | 28 | 1,040 | 78 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | 6,695 | 164 | 6,929 | 485 |
Selling, general, and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | $ 23,065 | $ 438 | $ 24,028 | $ 1,231 |
Net Income (Loss) Attributabl_2
Net Income (Loss) Attributable to Common Stockholders (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Jul. 22, 2021 | Jul. 21, 2021 | |
Earnings Per Share [Abstract] | ||||||||||
Recapitalization exchange ratio | 4.1193 | 4.1193 | ||||||||
Numerator : | ||||||||||
Net income (loss) attributable to common stockholders | $ (167,989) | $ (6,209) | $ (2,872) | $ 906 | $ (3,690) | $ (8,108) | $ (177,070) | $ (10,892) | ||
Less: Income allocated to preferred stockholders | 0 | (906) | 0 | 0 | ||||||
Net income (loss) attributable to common stockholders, basic | (167,989) | 0 | (177,070) | (10,892) | ||||||
Less: Income allocated to preferred stockholders, diluted | 0 | (906) | 0 | 0 | ||||||
Net income (loss) available to common stockholders, diluted | $ (167,989) | $ 0 | $ (177,070) | $ (10,892) | ||||||
Denominator: | ||||||||||
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (shares) | shares | 196,478 | 32,552 | 93,061 | 32,334 | ||||||
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (shares) | shares | 196,478 | 32,552 | 93,061 | 32,334 | ||||||
Net income (loss), basic ($ per share) | $ / shares | $ (0.86) | $ 0 | $ (1.90) | $ (0.34) | ||||||
Net income (loss), diluted ($ per share) | $ / shares | $ (0.86) | $ 0 | $ (1.90) | $ (0.34) |
Net Loss Attributable to Comm_2
Net Loss Attributable to Common Stockholders - Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common stock equivalents | 81,671,000 | 180,349,000 |
Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common stock equivalents | 6,900,000 | 0 |
Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common stock equivalents | 4,450,000 | 0 |
Earn-out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common stock equivalents | 23,460,000 | 0 |
Redeemable convertible preferred stock, all series | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common stock equivalents | 0 | 126,409,000 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common stock equivalents | 0 | 1,081,000 |
Common stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common stock equivalents | 43,131,000 | 52,859,000 |
Unvested RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common stock equivalents | 3,730,000 | 0 |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - 2020 Notes - Convertible Notes $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |
Proceeds from issuance of convertible notes | $ 8,500 |
Stated interest rate (percent) | 5.00% |
Affiliated Entity | |
Related Party Transaction [Line Items] | |
Proceeds from issuance of convertible notes | $ 8,500 |
Stated interest rate (percent) | 5.00% |
DCM VI, L.P. | Affiliated Entity | |
Related Party Transaction [Line Items] | |
Proceeds from issuance of convertible notes | $ 400,000 |
Lux Co-Invest Opportunities, L.P. | Affiliated Entity | |
Related Party Transaction [Line Items] | |
Proceeds from issuance of convertible notes | 2,000 |
QUALCOMM Ventures LLC | Affiliated Entity | |
Related Party Transaction [Line Items] | |
Proceeds from issuance of convertible notes | $ 1,000,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
United States | Other Postretirement Benefits Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Discretionary matching contribution | $ 0.2 | |||
United Kingdom | Pension Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Discretionary matching contribution | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 |