COVER
COVER - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 | |
Title of 12(b) Security | Class A Common Stock, par value of $0.0001 per share | |
Trading Symbol | MTTR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 283,775,683 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001819394 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 113,923 | $ 139,519 |
Restricted cash | 0 | 468 |
Short-term investments | 362,300 | 264,931 |
Accounts receivable, net of allowance of $421 and $291, as of June 30, 2022 and December 31, 2021, respectively | 14,521 | 10,879 |
Inventories | 6,475 | 5,593 |
Prepaid expenses and other current assets | 15,377 | 16,313 |
Total current assets | 512,596 | 437,703 |
Property and equipment, net | 25,750 | 14,118 |
Operating lease right-of-use assets | 3,087 | 0 |
Long-term investments | 85,842 | 263,659 |
Goodwill | 54,080 | 0 |
Intangible assets, net | 4,875 | 0 |
Other assets | 3,302 | 3,696 |
Total assets | 689,532 | 719,176 |
Current liabilities | ||
Accounts payable | 14,685 | 12,227 |
Deferred revenue | 14,302 | 11,074 |
Accrued expenses and other current liabilities | 21,228 | 10,026 |
Total current liabilities | 50,215 | 33,327 |
Warrants liability | 1,691 | 38,974 |
Contingent earn-out liability | 0 | 377,576 |
Deferred revenue, non-current | 288 | 874 |
Total other long-term liabilities | 6,131 | 262 |
Total liabilities | 58,325 | 451,013 |
Commitments and contingencies (Note 10) | ||
Redeemable convertible preferred stock, $0.0001 par value; 30,000 shares authorized as of June 30, 2022 and December 31, 2021, respectively; nil shares issued and outstanding as of June 30, 2022 and December 31, 2021; and liquidation preference of nil as of June 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 640,000 shares authorized as of June 30, 2022 and December 31, 2021, respectively; and 283,643 shares and 250,173 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 28 | 25 |
Additional paid-in capital | 1,099,617 | 737,735 |
Accumulated other comprehensive loss | (7,650) | (1,539) |
Accumulated deficit | (460,788) | (468,058) |
Total stockholders’ equity | 631,207 | 268,163 |
Total liabilities and stockholders’ equity | $ 689,532 | $ 719,176 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 421,000 | $ 291,000 |
Redeemable convertible preferred stock, par value ($ per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred, authorized (shares) | 30,000,000 | 30,000,000 |
Redeemable convertible preferred, issued (shares) | 0 | 0 |
Redeemable convertible preferred, outstanding (shares) | 0 | 0 |
Redeemable convertible preferred liquidation preference | $ 0 | $ 0 |
Common stock, par value ($ per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (shares) | 640,000,000 | 640,000,000 |
Common stock, issued (shares) | 283,643,000 | 250,173,000 |
Common stock, outstanding (shares) | 283,643,000 | 250,173,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total revenue | $ 28,481 | $ 29,503 | $ 56,991 | $ 56,432 |
Total costs of revenue | 16,768 | 11,689 | 33,369 | 21,890 |
Gross profit | 11,713 | 17,814 | 23,622 | 34,542 |
Operating expenses: | ||||
Research and development | 21,518 | 7,090 | 47,520 | 13,115 |
Selling, general, and administrative | 59,385 | 16,501 | 130,234 | 29,559 |
Total operating expenses | 80,903 | 23,591 | 177,754 | 42,674 |
Loss from operations | (69,190) | (5,777) | (154,132) | (8,132) |
Other income (expense): | ||||
Interest income | 1,484 | 14 | 2,779 | 22 |
Interest expense | 0 | (277) | 0 | (585) |
Change in fair value of warrants liabilities | 4,714 | 0 | 26,147 | 0 |
Change in fair value of contingent earn-out liability | 0 | 0 | 136,043 | 0 |
Other expense, net | (1,353) | (149) | (2,674) | (347) |
Total other income (expense) | 4,845 | (412) | 162,295 | (910) |
Income (loss) before provision for income taxes | (64,345) | (6,189) | 8,163 | (9,042) |
Provision for income taxes | 289 | 20 | 893 | 39 |
Net income (loss) | $ (64,634) | $ (6,209) | $ 7,270 | $ (9,081) |
Net income (loss) per share attributable to common stockholders: | ||||
Basic ($ per share) | $ (0.23) | $ (0.15) | $ 0.03 | $ (0.22) |
Diluted ($ per share) | $ (0.23) | $ (0.15) | $ 0.02 | $ (0.22) |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders: | ||||
Basic (shares) | 283,405 | 41,348 | 279,289 | 40,490 |
Diluted (shares) | 283,405 | 41,348 | 313,834 | 40,490 |
Subscription | ||||
Total revenue | $ 18,386 | $ 15,281 | $ 35,527 | $ 29,081 |
Total costs of revenue | 6,109 | 3,384 | 11,371 | 6,635 |
License | ||||
Total revenue | 26 | 2,099 | 49 | 4,359 |
Total costs of revenue | 0 | 0 | 0 | 0 |
Services | ||||
Total revenue | 5,013 | 2,879 | 8,986 | 5,568 |
Total costs of revenue | 3,169 | 2,290 | 6,152 | 4,325 |
Product | ||||
Total revenue | 5,056 | 9,244 | 12,429 | 17,424 |
Total costs of revenue | $ 7,490 | $ 6,015 | $ 15,846 | $ 10,930 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (64,634) | $ (6,209) | $ 7,270 | $ (9,081) |
Other comprehensive income (loss), net of taxes: | ||||
Foreign currency translation gain (loss) | 0 | 4 | 0 | (63) |
Unrealized gain (loss) on available-for-sale securities, net of tax | (1,476) | 48 | (6,111) | 88 |
Other comprehensive income (loss) | (1,476) | 52 | (6,111) | 25 |
Comprehensive income (loss) | $ (66,110) | $ (6,157) | $ 1,159 | $ (9,056) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (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, 2020 | [1] | 124,979,000 | ||||
Redeemable convertible preferred stock, beginning at Dec. 31, 2020 | $ 164,168 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Mar. 31, 2021 | [1] | 124,979,000 | ||||
Redeemable convertible preferred stock, ending at Mar. 31, 2021 | $ 164,168 | |||||
Common stock, outstanding, beginning (shares) at Dec. 31, 2020 | [1] | 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 income (loss) | (2,872) | (2,872) | ||||
Other comprehensive income (loss) | (27) | (27) | ||||
Issuance of common stock upon exercise of stock options (shares) | [1] | 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 | [1] | 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 | [1] | 124,979,000 | ||||
Redeemable convertible preferred stock, beginning at Dec. 31, 2020 | $ 164,168 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Jun. 30, 2021 | [1] | 124,979,000 | ||||
Redeemable convertible preferred stock, ending at Jun. 30, 2021 | $ 164,168 | |||||
Common stock, outstanding, beginning (shares) at Dec. 31, 2020 | [1] | 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 income (loss) | (9,081) | |||||
Other comprehensive income (loss) | 25 | |||||
Reclassification of remaining contingent earn-out liability upon triggering events | 0 | |||||
Common stock, outstanding, ending (shares) at Jun. 30, 2021 | [1] | 41,750,000 | ||||
Ending balance at Jun. 30, 2021 | $ (126,961) | $ 4 | 11,954 | 160 | (139,079) | |
Redeemable convertible preferred, outstanding, beginning (shares) at Mar. 31, 2021 | [1] | 124,979,000 | ||||
Redeemable convertible preferred stock, beginning at Mar. 31, 2021 | $ 164,168 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Jun. 30, 2021 | [1] | 124,979,000 | ||||
Redeemable convertible preferred stock, ending at Jun. 30, 2021 | $ 164,168 | |||||
Common stock, outstanding, beginning (shares) at Mar. 31, 2021 | [1] | 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 income (loss) | (6,209) | (6,209) | ||||
Other comprehensive income (loss) | 52 | 52 | ||||
Issuance of common stock upon exercise of stock options (shares) | [1] | 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 | [1] | 41,750,000 | ||||
Ending balance at Jun. 30, 2021 | $ (126,961) | $ 4 | 11,954 | 160 | (139,079) | |
Redeemable convertible preferred, outstanding, beginning (shares) at Dec. 31, 2021 | 0 | |||||
Redeemable convertible preferred stock, beginning at Dec. 31, 2021 | $ 0 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Mar. 31, 2022 | 0 | |||||
Redeemable convertible preferred stock, ending at Mar. 31, 2022 | $ 0 | |||||
Common stock, outstanding, beginning (shares) at Dec. 31, 2021 | 250,173,000 | 250,173,000 | ||||
Beginning balance at Dec. 31, 2021 | $ 268,163 | $ 25 | 737,735 | (1,539) | (468,058) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 71,904 | 71,904 | ||||
Other comprehensive income (loss) | (4,635) | (4,635) | ||||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding (shares) | 6,295,000 | |||||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding | (14,497) | $ 1 | (14,498) | |||
Issuance of common stock upon the reverse recapitalization, net of transaction costs | 76 | 76 | ||||
Issuance of common stock to a customer (shares) | 100,000 | |||||
Issuance of common stock to a customer | 559 | 559 | ||||
Issuance of common stock upon exercise of public warrants (shares) | 1,994,000 | |||||
Issuance of common stock upon exercise of public warrants | 34,055 | 34,055 | ||||
Issuance of common stock in connection with acquisitions (shares) | 1,215,000 | |||||
Issuance of common stock in connection with acquisitions | 19,118 | 19,118 | ||||
Issuance of earn-out shares upon triggering events, net of tax withholding (shares) | 21,494,000 | |||||
Issuance of earn-out shares upon triggering events, net of tax withholding | (17,736) | $ 2 | (17,738) | |||
Earn-out liability recognized upon the re-allocation | (896) | (896) | ||||
Reclassification of remaining contingent earn-out liability upon triggering events | 242,430 | 242,430 | ||||
Stock-based compensation | 61,097 | 61,097 | ||||
Common stock, outstanding, ending (shares) at Mar. 31, 2022 | 281,271,000 | |||||
Ending balance at Mar. 31, 2022 | $ 659,638 | $ 28 | 1,061,938 | (6,174) | (396,154) | |
Redeemable convertible preferred, outstanding, beginning (shares) at Dec. 31, 2021 | 0 | |||||
Redeemable convertible preferred stock, beginning at Dec. 31, 2021 | $ 0 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Jun. 30, 2022 | 0 | |||||
Redeemable convertible preferred stock, ending at Jun. 30, 2022 | $ 0 | |||||
Common stock, outstanding, beginning (shares) at Dec. 31, 2021 | 250,173,000 | 250,173,000 | ||||
Beginning balance at Dec. 31, 2021 | $ 268,163 | $ 25 | 737,735 | (1,539) | (468,058) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 7,270 | |||||
Other comprehensive income (loss) | $ (6,111) | |||||
Issuance of common stock upon exercise of stock options (shares) | 773,000 | |||||
Reclassification of remaining contingent earn-out liability upon triggering events | $ 242,430 | |||||
Common stock, outstanding, ending (shares) at Jun. 30, 2022 | 283,643,000 | 283,643,000 | ||||
Ending balance at Jun. 30, 2022 | $ 631,207 | $ 28 | 1,099,617 | (7,650) | (460,788) | |
Redeemable convertible preferred, outstanding, beginning (shares) at Mar. 31, 2022 | 0 | |||||
Redeemable convertible preferred stock, beginning at Mar. 31, 2022 | $ 0 | |||||
Redeemable convertible preferred, outstanding, ending (shares) at Jun. 30, 2022 | 0 | |||||
Redeemable convertible preferred stock, ending at Jun. 30, 2022 | $ 0 | |||||
Common stock, outstanding, beginning (shares) at Mar. 31, 2022 | 281,271,000 | |||||
Beginning balance at Mar. 31, 2022 | 659,638 | $ 28 | 1,061,938 | (6,174) | (396,154) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (64,634) | (64,634) | ||||
Other comprehensive income (loss) | (1,476) | (1,476) | ||||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding (shares) | 2,340,000 | |||||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding | 2,701 | 2,701 | ||||
Issuance of common stock to a customer (shares) | 32,000 | |||||
Issuance of common stock to a customer | 179 | 179 | ||||
Stock-based compensation | $ 34,799 | 34,799 | ||||
Common stock, outstanding, ending (shares) at Jun. 30, 2022 | 283,643,000 | 283,643,000 | ||||
Ending balance at Jun. 30, 2022 | $ 631,207 | $ 28 | $ 1,099,617 | $ (7,650) | $ (460,788) | |
[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_4
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) | Jul. 22, 2021 | Jul. 21, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Recapitalization exchange ratio | 4.1193 | 4.1193 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income (loss) | $ (64,634) | $ 71,904 | $ (6,209) | $ (2,872) | $ 7,270 | $ (9,081) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization | 5,563 | 2,608 | ||||||
Amortization of debt discount | 0 | 135 | ||||||
Amortization of investment premiums, net of accretion of discounts | 1,829 | 0 | ||||||
Stock-based compensation, net of amounts capitalized | 87,233 | 1,259 | ||||||
Change in fair value of warrants liabilities | (4,714) | 0 | (26,147) | 0 | ||||
Change in fair value of contingent earn-out liability | 0 | 0 | (136,043) | 0 | ||||
Deferred income taxes | 69 | 0 | ||||||
Allowance for doubtful accounts | 4 | 135 | 195 | 151 | ||||
Loss on disposal of property, plant, and equipment | 0 | 7 | ||||||
Other | 316 | 43 | ||||||
Changes in operating assets and liabilities, net of effects of businesses acquired: | ||||||||
Accounts receivable | (3,426) | (2,918) | ||||||
Inventories | (881) | 1,024 | ||||||
Prepaid expenses and other assets | (2,946) | (1,269) | ||||||
Accounts payable | 2,367 | 1,466 | ||||||
Deferred revenue | 2,641 | 3,024 | ||||||
Accrued expenses and other liabilities | 3,682 | 920 | ||||||
Net cash used in operating activities | (58,278) | (2,631) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of property and equipment | (866) | (326) | ||||||
Capitalized software and development costs | (7,086) | (3,256) | ||||||
Purchase of investments | (87,997) | 0 | ||||||
Maturities of investments | 160,124 | 0 | ||||||
Investment in convertible notes | 0 | (1,000) | ||||||
Business acquisitions, net of cash acquired | (30,020) | 0 | ||||||
Net cash provided by (used in) investing activities | 34,155 | (4,582) | ||||||
CASH FLOW FROM FINANCING ACTIVITIES: | ||||||||
Payment of transaction costs related to reverse recapitalization | $ (36,300) | 0 | (1,204) | |||||
Proceeds from sales of shares through employee equity incentive plans | 4,892 | 1,342 | ||||||
Payments for taxes related to net settlement of equity awards | (34,424) | 0 | ||||||
Proceeds from exercise of warrants | 27,800 | 27,844 | 0 | |||||
Repayment of debt | 0 | (2,390) | ||||||
Other | 76 | 0 | ||||||
Net cash used in financing activities | (1,612) | (2,252) | ||||||
Net change in cash, cash equivalents, and restricted cash | (25,735) | (9,465) | ||||||
Effect of exchange rate changes on cash | (329) | (104) | ||||||
Cash, cash equivalents, and restricted cash at beginning of year | 139,987 | $ 52,250 | 139,987 | 52,250 | $ 52,250 | |||
Cash, cash equivalents, and restricted cash at end of period | $ 113,923 | $ 42,681 | $ 139,987 | 113,923 | 42,681 | $ 139,987 | ||
Supplemental disclosures of cash flow information | ||||||||
Cash paid for interest | 0 | 579 | ||||||
Supplemental disclosures of non-cash investing and financing information | ||||||||
Earn-out liability recognized upon the re-allocation | 896 | 0 | ||||||
Reclassification of remaining contingent Earn-out liability upon triggering events | $ 242,430 | 242,430 | 0 | |||||
Unpaid transaction costs | 0 | 2,773 | ||||||
Property, equipment and capitalized software and development costs included in accounts payable and accrued expenses and other liabilities | 158 | 0 | ||||||
Common stock issued in connection with acquisition | 19,118 | 0 | ||||||
Unpaid cash consideration in connection with acquisition | $ 4,348 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS Matterport, Inc., together with its subsidiaries (“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 and is headquartered in Sunnyvale, California. On July 22, 2021 (the “Closing Date”), the Company consummated the 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 (formerly known as Gores Holdings VI, Inc.), the pre-Merger Matterport, Inc. (now known as Matterport Operating, LLC) (“Legacy Matterport”), Maker Merger Sub, Inc. (“First Merger Sub”), a direct, wholly owned subsidiary of the Company, and Maker Merger Sub II, LLC (“Second Merger Sub”), a direct, wholly owned subsidiary of the Company, pursuant to which 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.” Upon the closing of the Merger, we changed our name to Matterport, Inc. See Note 3 “ Reverse Recapitalization ” for additional information. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Other than the policies noted below, no material changes have been made to the significant accounting policies described in the Company’s 2021 Form 10-K for the fiscal year ended December 31, 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 SEC, regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or o mitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in the Company’s 2021 Form 10-K for the fiscal year ended December 31, 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 June 30, 2022, and its results of operations for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021. The condensed consolidated balance sheet as of December 31, 2021, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. 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 before the Merger and other assumptions used to measure stock-based compensation, fair value of assets acquired and liabilities assumed in business combinations, identified intangibles and goodwill, 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 of various performance obligations. As of June 30, 2022, 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 c ondensed 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. No customer accounted for more than 10% of the Company’s total accounts receivable at June 30, 2022 and December 31, 2021. No customer accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2022 and 2021. 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 $0.8 million and $0.7 million as of June 30, 2022 and December 31, 2021, 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 nil and $0.5 million as of June 30, 2022 and December 31, 2021. The restricted cash was cash deposits restricted under the 2020 term loan. Refer to Note 9 “ 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 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 June 30, 2022 and December 31, 2021, the allowance for doubtful accounts was $0.4 million and $0.3 million, respectively. Fair Value Measurement The Company accounts for certain of its financial assets and liabilities at fair value. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company 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. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial instruments. Goodwill, intangible assets, and other long-lived assets are measured at fair value on a nonrecurring basis, only if impairment is indicated. Accounts receivable and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments. 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. 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. As of June 30, 2021, $4.0 million of deferred transaction costs were included within other assets in the condensed consolidated balance sheet. Business Combination Business acquisitions are accounted for using the acquisition method under Accounting Standards Codifications (“ASC”) 805, Business Combinations (“ASC 805”), which requires recording assets acquired and liabilities assumed at fair value as of the acquisition date. Under the acquisition method of accounting, each tangible and separately identifiable intangible assets acquired and liabilities assumed is recorded based on their preliminary estimated fair values on the acquisition date. The initial valuations are derived from estimated fair value assessments and assumptions used by management. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Additional information existing as of the acquisition date but unknown to the Company may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded. Acquisition related transaction costs are expensed as incurred and are recorded in selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. The Company incurr ed $0.9 million and $1.4 million of acquisition-related costs for the three and six months ended June 30, 2022, respectively. Intangible Assets Purchased intangible assets with finite lives are carried at costs, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired in each business combination. Goodwill will be evaluated for impairment on an annual basis in the fourth quarter of the Company’s fiscal year, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company has elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, including goodwill. If the Company determines that it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the single reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. The Company evaluates events and changes in circumstances that could indicate carrying amounts of purchased intangible assets and other long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of these assets by determining whether or not the carrying amount will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of an asset group, the Company will record an impairment loss for the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company did not recognize any impairment losses on goodwill, intangible assets, or other long-lived assets during the three and six months ended June 30, 2022 and 2021, respectively. 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 stock unit (“RSU”) holders were entitled to receive an aggregate of approximately 23.5 million shares (“Earn-out Shares”) of the Company’s Class A c ommon stock, par value $0.0001 per share (“Class A common stock”) upon the Company achieving certain Earn-out Triggering Events during the Earn-out Period (as described in Note 14 “Contingent Earn-Out Awards”). 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 consolidated balance sheet at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. If the applicable triggering event is achieved for a tranche, the Company will reclassify the outstanding earn-out liability to additional paid-in capital upon the triggering event and account for the Earn-out Shares for such tranche as issued and outstanding common stock upon the share release. 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 stock-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 price of shares of Class A common stock, 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 8 “Fair Value Measurement” and Note 14 “Contingent Earn-Out Awards” for additional information. All six Earn-out Triggering Events occurred as of January 18, 2022, which resulted in the Company issuing an aggregate of 21.5 million Earn-out Shares to the eligible Legacy Matterport stockholders and Legacy Matterport RSU and stock option holders, which reflects the withholding of approximately 2.0 million Earn-out Shares to cover tax obligations. Refer to Note 14 “Contingent Earn-out Awards” and Note 15 “Stock Plan” for additional information. Advertising Costs Advertising costs are expensed as incurred and included in selling, general, and administrative in the condensed consolidated statements of operations. Advertising ex pense was $5.5 million and $1.9 million for the three months ended June 30, 2022 and 2021, respectively, and $8.9 million and $3.5 million for the six months ended June 30, 2022 and 2021, respectively. 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 February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “Topic 842”), which requires a lessee to recognize right-of-use (ROU) assets and lease liabilities arising from operating and financing leases with terms longer than 12 months on the condensed consolidated balance sheets and to disclose key information about leasing arrangements. The Company adopted the new standard, along with all subsequent ASU clarifications and improvements that are applicable to the Company, effective January 1, 2022 and recorded an ROU asset and lease liability related to its operating leases. The Company used the modified retrospective approach with the effective date as the date of initial application. Accordingly, the Company applied the new lease standard prospectively to leases existing or commencing on or after January 1, 2022. Prior period balances and disclosures have not been restated. The Company elected the package of transitional practical expedients, which among other provisions, allows the Company to not reassess under the new standard the Company's prior conclusions about lease identification, lease classification and initial direct cost, for any existing leases on the adoption date. In addition, for operating leases, the Company elected to account for lease and non-lease components as a single lease component. The Company also made an accounting policy election to not recognize lease liabilities and ROU assets on its condensed consolidated balance sheet for leases that, at the lease commencement date, have a lease term of 12 months or less. Adoption of the standard resulted in the recognition of $3.6 million of ROU assets and $3.8 million of lease liabilities related to the Company's leases on its condensed consolidated balance sheet on January 1, 2022. The difference of $0.2 million represented deferred rent for leases that existed as of the date of adoption, which decreased the opening balance of ROU assets. In addition, the prepaid rent balance as of the date of adoption increased the opening balance of ROU assets. The deferred rent and prepaid rent balances were derecognized as of the date of adoption and no adjustment was made to retained earnings. The adoption of the standard did not have a material impact on our condensed consolidated statement of operations, comprehensive income (loss), changes in shareholders' equity or cash flows. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) (“ASU 2017-04” or “Topic 350”), which removes Step 2 from the goodwill impairment test. ASU 2017-04 is effective for public business entities for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. For all other entities, including emerging growth companies, this ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company adopted this standard effective January 1, 2022, which has not had a material impact on our 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 is effective for public entities for interim and annual periods beginning after December 15, 2020, with early adoption permitted. ASU No. 2019-12 is effective for all other entities, including emerging growth companies, for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this standard effective January 1, 2022, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted 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 business entities that meet the definition of a Securities and Exchange Commission filer, excluding eligible smaller reporting companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, including emerging growth companies, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company expects to adopt ASU No. 2016-13 beginning January 1, 2023, and is currently evaluating the impact on the Company’s condensed consolidated financial statements. In October 2021, the FASB issues ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contract with Customers, as if it had originated the contracts. This ASU is |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 6 Months Ended |
Jun. 30, 2022 | |
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 of 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 Matterport 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 Common 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, par value of $0.0001 per share, of the Company were converted upon the consummation of the Merger. Excludes 4,079,000 shares of Class A common stock purchased under the Sponsor Subscription Agreement and excludes 15,000 shares of Class A common stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE. 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 common stock purchased under the Sponsor Subscription Agreement and includes 15,000 shares of Class A common stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregated Revenue —The following table shows the revenue by geography for the three and six months ended June 30, 2022 and 2021, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue: United States $ 16,640 $ 18,139 $ 32,877 $ 35,135 International 11,841 11,364 24,114 21,297 Total revenue $ 28,481 $ 29,503 $ 56,991 $ 56,432 No country other than the United States accounted for more than 10% of the Company’s revenue for the three and six months ended June 30, 2022 and 2021, 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 six months ended June 30, 2022 and 2021, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Over time revenue $ 23,399 $ 18,160 $ 44,513 $ 34,649 Point-in-time revenue 5,082 11,343 12,478 21,783 Total $ 28,481 $ 29,503 $ 56,991 $ 56,432 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 June 30, 2022 and December 31, 2021 were as follows (in thousands): June 30, December 31, Accounts receivable, net $ 10,701 $ 8,898 Unbilled accounts receivable $ 3,820 $ 1,981 Deferred revenue $ 14,590 $ 11,948 During the six months ended June 30, 2022 and 2021, the Company recognized revenue of $6.9 million and $3.2 million that was included in the deferred revenue balance at the beginning of the fiscal year, respectively. Contracted but unsatisfied performance obligations were $31.1 million at the end of June 30, 2022 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 June 30, 2022 were $25.5 million, and the remaining thereafter. |
ACQUISITION
ACQUISITION | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | ACQUISITION On January 5, 2022 (the “Enview Acquisition Date”), the Company completed the acquisition (the “Enview Acquisition”) of Enview, Inc. (“Enview”), a privately-held company engaged in the development of artificial intelligence algorithms to identify natural and man-made features in geospatial data using various techniques. The total purchase consideration for the Enview Acquisition was $64.4 million, which consisted of the following (in thousands): Amount Cash $ 35,026 Common stock (1.2 million shares) (1) 19,118 Unpaid Consideration (2) 10,270 Total $ 64,414 (1) On the Enview Acquisition Date, the Company's closing stock price was $15.73 per share. (2) The Company recorded a liability for unpaid cash of $4.3 million and stock consideration of $6.0 million that will be paid at a future date due to the passage of time in accordance with the merger agreement, not to exceed two years from the Enview Acquisition Date. The liabilities are included in accrued expenses and other current liabilities and other long-term liabilities in the condensed consolidated balance sheet. The Company has accounted for the Enview Acquisition as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on preliminary estimated fair values at the Enview Acquisition Date, as presented in the following table (in thousands): Amount Goodwill $ 54,080 Identified intangible assets 5,400 Net assets acquired 4,934 Total $ 64,414 Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Enview technology with Matterport’s products and services. The goodwill is not deductible for income tax purposes. The following table summarizes the preliminary estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the Enview Acquisition Date (in thousands, except years): Fair Value Estimated Useful Life Developed technology $ 5,400 5 years |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill —The following table presents details of the Company’s goodwill during the six months ended June 30, 2022 (in thousands): Amount Balance as of December 31, 2021 $ — Goodwill acquired 54,080 Balance as of June 30, 2022 $ 54,080 Purchased Intangible Assets —The following table presents details of the Company’s purchased intangible assets as of June 30, 2022 (in thousands). There were no intangibles as of December 31, 2021. June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Developed technology $ 5,400 $ 525 $ 4,875 The Company recognized amortization expense of $0.3 million and nil for the three months ended June 30, 2022 and 2021, respectively, an d $0.5 million and nil for the six months ended June 30, 2022 and 2021, respectively. The following table summarizes estimated future amortization expense for the Company’s intangible assets as of June 30, 2022 (in thousands): Amount Remaining 2022 $ 539 2023 1,080 2024 1,080 2025 1,080 2026 1,080 2027 and thereafter 16 Total future amortization expense $ 4,875 |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Allowance for Doubtful Accounts —Allowance for doubtful accounts as of June 30, 2022 and 2021 and the rollforward for three and six months ended June 30, 2022 and 2021 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Balance—beginning of period $ (482) $ (740) $ (291) $ (799) Increase in reserves (4) (135) (195) (151) Write-offs 65 843 65 918 Balance—end of period $ (421) $ (32) $ (421) $ (32) Inventories —Inventories as of June 30, 2022 and December 31, 2021, consisted of the following (in thousands): June 30, December 31, Finished Goods $ 148 $ 295 Work in process 3,451 2,043 Purchased parts and raw materials 2,876 3,255 Total inventories $ 6,475 $ 5,593 Property and Equipment, Net —Property and equipment as of June 30, 2022 and December 31, 2021, consisted of the following (in thousands): June 30, December 31, Machinery and equipment $ 3,250 $ 2,324 Furniture and fixtures 355 355 Leasehold improvements 728 728 Capitalized software and development costs 44,707 28,964 Total property and equipment 49,040 32,371 Accumulated depreciation and amortization (23,290) (18,253) Total property and equipment, net $ 25,750 $ 14,118 Depreciation and amortization expenses of property and equipment were $2.8 million and $1.3 million for the three months ended June 30, 2022 and 2021, respectively, and $5.0 million and $2.6 million for the six months ended June 30, 2022 and 2021, respectively. Additions to capitalized software and development costs, inclusive of stock-based compensation in the three months ended June 30, 2022 and 2021 were $6.3 million and $2.0 million, respectively. Additions to capitalized software and development costs, inclusive of stock-based compensation in the six months ended June 30, 2022 and 2021 were $15.7 million and $3.4 million, respectively. These are recorded as part of property and equipment, net on the condensed consolidated balance sheets. Amortization expense was $2.7 million and $1.2 million for three months ended June 30, 2022 and 2021, respectively, of which $2.4 million and $1.0 million was recorded to costs of revenue related to subscription and $0.3 million and $0.2 million to selling, general and administrative in the condensed consolidated statements of operations, respectively. Amortization expense was $4.8 million and $2.4 million for the six months ended June 30, 2022 and 2021, respectively, of which $4.2 million and $2.0 million was recorded to costs of revenue related to subscription and $0.6 million and $0.4 million to selling, general and administrative in the condensed consolidated statements of operations, respectively. Accrued Expenses and Other Current Liabilities —Accrued expenses and other current liabilities as of June 30, 2022 and December 31, 2021, consisted of the following (in thousands): June 30, December 31, Accrued compensation $ 5,773 $ 2,754 Tax payable 1,562 1,063 ESPP Contribution 372 693 Short-term unpaid acquisition consideration 6,265 — Short-term operating lease liabilities 1,228 — Other current liabilities 6,028 5,516 Total accrued expenses and other current liabilities $ 21,228 $ 10,026 Other long-term Liabilities —Other long-term liabilities as of June 30, 2022 and December 31, 2021, consisted of the following (in thousands): June 30, December 31, Long-term operating lease liabilities $ 2,125 $ — Long-term unpaid acquisition consideration 4,006 — Other non-current liabilities — 262 Total other long-term liabilities $ 6,131 $ 262 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 53,939 $ — $ — $ 53,939 Total cash equivalents $ 53,939 $ — $ — $ 53,939 Short-term investments: U.S. government and agency securities $ 122,907 $ — $ — $ 122,907 Non-U.S. government and agency securities — 48,687 — 48,687 Corporate debt securities — 145,075 — 145,075 Commercial paper — 45,631 — 45,631 Total short-term investments $ 122,907 $ 239,393 $ — $ 362,300 Long-term investments: U.S. government and agency securities $ 58,124 $ — $ — $ 58,124 Corporate debt securities — 27,718 — 27,718 Total long-term investments $ 58,124 $ 27,718 $ — $ 85,842 Other current assets: Convertible notes receivable $ — $ — $ 1,155 $ 1,155 Total other current assets: $ — $ — $ 1,155 $ 1,155 Total assets measured at fair value $ 234,970 $ 267,111 $ 1,155 $ 503,236 Financial Liabilities: Private warrants liability $ — $ — $ 1,691 $ 1,691 Total liabilities measured at fair value $ — $ — $ 1,691 $ 1,691 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 44,142 $ — $ — $ 44,142 Total cash equivalents $ 44,142 $ — $ — $ 44,142 Short-term investments: Non-U.S. government and agency securities $ — $ 24,317 $ — $ 24,317 Corporate debt securities — 92,737 — 92,737 Commercial paper — 147,877 — 147,877 Total short-term investments $ — $ 264,931 $ — $ 264,931 Long-term investments: U.S. government and agency securities $ 185,075 $ — $ — $ 185,075 Corporate debt securities — 78,584 — 78,584 Total long-term investments $ 185,075 $ 78,584 $ — $ 263,659 Other assets: Convertible notes receivable $ — $ — $ 1,107 $ 1,107 Total other assets: $ — $ — $ 1,107 $ 1,107 Total assets measured at fair value $ 229,217 $ 343,515 $ 1,107 $ 573,839 Financial Liabilities: Public warrants liability $ 15,645 $ — $ — $ 15,645 Private warrants liability — 23,329 — 23,329 Contingent earn-out liability — 377,576 377,576 Total liabilities measured at fair value $ 15,645 $ 23,329 $ 377,576 $ 416,550 Our Private Warrants transferred from Level 2 to Level 3 upon the ceasing of trading activity of our Public Warrants in an active market in January 2022, see Note 13. There was no transfer during the three months ended June 30, 2022. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as Level 3: Amount Beginning balance $ — Transfer of Private Warrants to Level 3 3,416 Change in fair value 2,989 Ending Balance as of March 31, 2022 $ 6,405 Change in fair value (4,714) Ending Balance as of June 30, 2022 $ 1,691 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 June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 185,743 $ — $ (4,712) $ 181,031 Non-U.S. government and agency securities 49,103 — (416) 48,687 Corporate debt securities 175,304 — (2,511) 172,793 Commercial paper 45,745 — (114) 45,631 Convertible notes receivable 1,000 155 — 1,155 Total available-for-sale investments $ 456,895 $ 155 $ (7,753) $ 449,297 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 186,113 $ — $ (1,038) $ 185,075 Non-U.S. government and agency securities 24,385 — (68) 24,317 Corporate debt securities 171,772 — (451) 171,321 Commercial paper 147,914 — (37) 147,877 Convertible notes receivable 1,000 107 — 1,107 Total available-for-sale investments $ 531,184 $ 107 $ (1,594) $ 529,697 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 June 30, 2022 and December 31, 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 the condensed consolidated statements of comprehensive income (loss). The fair value of the convertible note receivable was determined using a probability-weighted asse ssment 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 June 30, 2022, the Company applied a probability of 70% and 30% to the conversion and repayment scenario, respectively and an average discount rate of 23.5% in the valuation. The following table summarizes the amortized cost and fair value of our available-for-sale debt securities as of June 30, 2022 and December 31, 2021, by contractual years-to-maturity (in thousands): June 30, 2022 Amortized Cost Fair Value Due within one year $ 249,659 $ 247,501 Due between one and three years 207,236 201,796 Total $ 456,895 $ 449,297 December 31, 2021 Amortized Cost Fair Value Due within one year $ 265,216 $ 264,931 Due between one and three years 265,968 264,766 Total $ 531,184 $ 529,697 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2022 | |
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%. As of June 30, 2021, $3.0 million of principal was outstanding under the 2020 Amendment revolving line of credit. In July 2021, the Company repaid in full the line of credit of $3.0 million. For the three and six months ended June 30, 2022, the Company recorded no interest expense under the 2019 Term Loan and line of credit. The 2015 Term Loan was fully repaid as of September 30, 2021. For the three and six months ended June 30, 2021, the Company recorded $0.1 million and $0.1 million interest expense under the 2019 Term Loan, respectively. The Company repaid $0.2 million and $0.5 million of principal outstanding under the 2019 Term Loan during the three and six months ended June 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. As of June 30, 2021, there was $3.4 million of principal outstanding under the 2018 Agreement. The Company fully repaid the 2018 Agreement in July 2021. In connection with the execution of the 2018 Agreement, an additional final payment of $0.5 million is due at the earlier of the maturity date and prepayment of the team loan. 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 recognized an interest expense of less than $0.1 million and $0.1 million related to the final payment for the 2018 Agreement for the three and six months ended June 30, 2021, respectively. 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 and six months ended June 30, 2022, the Company recorded no interest expense under the 2018 Agreement. The 2018 Agreement was fully repaid as of July 2021. For the three months ended June 30, 2021, the Company recorded $0.1 million of interest expense and repaid $0.9 million of principal outstanding under the 2018 Agreement. For the six months ended June 30, 2021, the Company recorded $0.2 million of interest expense and repaid $1.7 million of principal outstanding under the 2018 Agreement. 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 and six months ended June 30, 2022, the Company recorded no interest expense under the 2020 Term Loan. The Company fully repaid the 2020 Term Loan as of September 2021. For the three months ended June 30, 2021, the Company recorded $0.1 million of interest expense and repaid $0.2 million of principal outstanding under the 2020 Term Loan. For the six months ended June 30, 2021, the Company recorded $0.1 million of interest expense. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases The Company is a lessee in several noncancellable operating leases, primarily real estate facilities for office space. The Company accounts for leases in accordance with Topic 842 (see Note 2) and determines if an arrangement is a lease or contains a lease at contract inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For the Company's operating leases, the Company accounts for the lease and non-lease components as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at lease commencement date. Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, its incremental borrowing rate. As the rate implicit in the lease is generally not readily determinable for the Company's operating leases, the Company uses an incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow in a collateralized basis, it uses its understanding of what its collateralized credit rating would be as an input to deriving an appropriate incremental borrowing rate. The operating lease right-of-use asset includes any lease payments made and excludes lease incentives. The Company's lease arrangements comprise of operating leases with various expiration dates through the first quarter of 2025. The lease term for all of the Company’s leases includes the noncancellable period of the lease. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into our determination of the duration of the lease arrangement. The Company's leases do not contain any material residual value guarantees. For the three and six months ended June 30, 2022, the total operating lease costs were $0.6 million and $1.0 million, respectively, which included immaterial short-term lease costs. Total variable lease costs were immaterial during the three and six months ended June 30, 2022. The total operating and variable lease costs were included in cost of goods sold, research and development, and selling, general and administrative expenses in the Company's unaudited condensed consolidated statement of operations. Rent expenses for the three and six months ended June 30, 2021, were $0.4 million and $0.9 million, respectively. As of June 30, 2022, the weighted-average remaining lease term was 2.6 years and the weighted-average discount rate was 3.3%. For the three and six months ended June 30, 2022, cash paid for amounts included in the measurement of operating lease liabilities was $0.3 million and $0.5 million, respectively. There were no right-of-use assets obtained in exchange for new operating lease liabilities for the three and six months ended June 30, 2022, respectively, as there were no new leases. The following table presents maturities of operating lease liabilities as of June 30, 2022 (in thousands): Amount Fiscal years ending December 31, Remaining 2022 $ 654 2023 1,339 2024 1,306 2025 207 Thereafter — Total operating lease payments 3,506 Less: imputed interest (153) Present value of operating lease liabilities $ 3,353 Current portion of operating lease liabilities (1) $ 1,228 Long-term operating lease liabilities (2) $ 2,125 (1) Current portion of operating lease liabilities is included in accrued expenses and other current liabilities in the condensed consolidated balance sheet. (2) Long-term portion of operating lease liabilities is included in other long-term liabilities in the condensed consolidated balance sheet. Future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, for our non-cancelable operating leases as of December 31, 2021 were as follows (in thousands): Amount 2022 $ 1,312 2023 1,339 2024 1,306 2025 207 Thereafter — Total $ 4,164 Purchase Obligation —T he Company has purchase obligations, which includes agreements and issued purchase orders containing non-cancelable payment terms to purchase goods and services. As of June 30, 2022, future minimum purchase obligations are as follows (in thousands): Purchase Remainder of 2022 $ 20,070 2023 1,118 2024 91 Thereafter — Total $ 21,279 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. On July 23, 2021, plaintiff William J. Brown, a former employee and a shareholder of Matterport, Inc. (now known as Matterport Operating, LLC) (“Legacy Matterport”), sued Legacy Matterport, Gores Holdings VI, Inc. (now known as Matterport, Inc.), Maker Merger Sub Inc., Maker Merger Sub II, LLC, and Legacy Matterport directors R.J. Pittman, David Gausebeck, Matt Bell, Peter Hebert, Jason Krikorian, Carlos Kokron and Michael Gustafson (collectively, the “Defendants”) in the Court of Chancery of the State of Delaware. The plaintiff’s complaint claims that Defendants imposed invalid transfer restrictions on his shares of Matterport stock in connection with the merger transactions between Matterport, Inc. and Legacy Matterport (the “Transfer Restrictions”), and that Legacy Matterport’s board of directors violated their fiduciary duties in connection with a purportedly misleading letter of transmittal. The plaintiff is seeking damages and costs, as well as a declaration from the court that he may freely transfer his shares of Class A common stock of Matterport received in connection with the merger transactions. An expedited trial regarding the facial validity of the Transfer Restrictions took place from December 1-2, 2021. On January 11, 2022, the court issued a ruling that the Transfer Restrictions did not apply to the plaintiff. The opinion did not address the validity of the Transfer Restrictions. Matterport filed a notice of appeal of the court’s ruling on February 8, 2022, and a hearing was held in front of the Delaware Supreme Court on July 13, 2022 where the appellate court affirmed the lower court’s ruling. Separate proceedings regarding the plaintiff’s remaining claims are pending. On May 11, 2020, Redfin Corporation (“Redfin”) was served with a complaint by Appliance Computing, Inc. III, d/b/a Surefield (“Surefield”), filed in the United States District Court for the Western District of Texas, Waco Division. In the complaint, Surefield asserted that Redfin’s use of Matterport’s 3D-Walkthrough technology infringes four of Surefield’s patents. Redfin has asserted defenses in the litigation that the patents in question are invalid and have not been infringed upon. We have agreed to indemnify Redfin for this matter pursuant to our existing agreements with Redfin. The parties have vigorously defended against this litigation. The matter went to jury trial in May 2022 and resulted in a jury verdict finding that Redfin had not infringed upon any of the asserted patent claims and that all asserted patent claims were invalid. Final judgment has not been entered yet but is expected soon. In addition, on May 16, 2022 the Company filed a declaratory judgment action against Appliance Computing III, Inc., d/b/a Surefield, seeking a declaratory judgment that the Company had not infringed upon the four patents asserted against Redfin and one additional, related patent. The matter is pending in the Western District of Washington and captioned Matterport, Inc. v. Appliance Computing III, Inc. d/b/a Surefield, Case No. 2:22-cv-00669 (W.D. Wash.). The complaint in this new matter has not been served as of this date. On January 29, 2021, Legacy Matterport received a voluntary request for information from the Division of Enforcement of the SEC relating to certain sales and repurchases of its securities in the secondary market. We believe we have complied fully with the request. We have not received any updates from the SEC as to the scope, duration or ultimate resolution of the investigation. As of June 30, 2022 and December 31, 2021, there were no amounts accrued that the Company believes would be material to its financial position. Indemnification —In the ordinary course of busi ness, the Company enters into certain agreements that provide 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 June 30, 2022, there were no known events or circumstances that have resulted in a material indemnification liability. |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | REDEEMABLE CONVERTIBLE PREFERRED STOCKUpon 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY On July 22, 2021, the Company issued 72.5 million shares of Class A common stock 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 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. 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 shares of Legacy Matterport common stock were converted. Immediately prior to the Closing, 232.7 million shares were authorized for issuance at $0.001 par value. Immediately following the Closing, 670.0 million shares were authorized for issuance at $0.0001 par value, including 640.0 million shares of common stock and 30.0 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 June 30, 2022 as follows (in thousands): June 30, Private warrants to purchase common stock 1,708 Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan 74,246 Shares available for future grant under 2021 Employee Stock Purchase Plan 9,330 Shares available for future grant under 2021 Incentive Award Plan 995 Total shares of common stock reserved 86,279 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 9 “Debt”. Those warrants were considered equity at inception and were recorded to additional paid-in capital. The warrants had 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 an agreement with the Company to exercise their warrants contingent upon, and effective immediately prior to, the consummation of the First Merger. 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 June 30, 2021, the unamortized debt discount related to the above warrants were $0.1 million. The Company fully amortized the remaining debt discount associated with the above warrants during the year ended December 31, 2021 upon the full repayment of the debt as discussed Note 9 “Debt”. Accumulated Other Comprehensive Income (Loss) 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, 2021 $ (52) $ (1,487) $ (1,539) Net unrealized loss — (6,111) (6,111) Balance at June 30, 2022 $ (52) $ (7,598) $ (7,650) Foreign Currency Translation, Net of Tax Unrealized Gains on Available-for-Sale Debt Securities, Net of Tax Total Balance at December 31, 2020 $ 135 $ — $ 135 Net unrealized gain (loss) (63) 88 25 Balance at June 30, 2021 $ 72 $ 88 $ 160 |
PUBLIC AND PRIVATE WARRANTS
PUBLIC AND PRIVATE WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
PUBLIC AND PRIVATE WARRANTS | PUBLIC AND PRIVATE WARRANTS Prior to the Closing, Gores 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 Class A common stock at a price of $11.50 per share, subject to adjustments. The Warrants became 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. The Private Placement Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. 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. On December 15, 2021, the Company announced that it would redeem all of Matterport’s Public Warrants that remained outstanding as of 5:00 p.m. New York City time on January 14, 2022 (the “Redemption Date”) for a redemption price of $0.01 per warrant. The Public Warrants may be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Common Stock underlying such warrants, at the exercise price of $11.50 per share. Any Public Warrants that remained unexercised at 5:00 p.m. New York City time on the Redemption Date would be void and no longer exercisable, and the holders of those Public Warrants would be entitled to receive only the redemption price of $0.01 per warrant. On January 14, 2022, the Public Warrants ceased trading on the Nasdaq Global Market. As of the Redemption Date of January 14, 2022, a total of 9.1 million shares of Common Stock were issued upon the exercise of 6.4 million Public Warrants and 2.7 million Private Warrants by the holders thereof at an exercise price of $11.50 per share, resulting in aggregate proceeds to Matterport of $104.4 million, including 7.1 million shares issued upon the exercise of Public Warrants and Private Warrants by t he holders with a total proceeds of $76.6 million received during the year ended December 31, 2021 and 2.0 million shares issued upon the exercise of 2.0 million Public Warrants with a total proceeds of $27.8 million received during the three months ended March 31, 2022. The remaining 0.6 million unexercised and outstanding Public Warrants as of 5:00 p.m. January 14, 2022 New York City time were redeemed at a price of $0.01 per Public Warrant and, as a result, no Public Warrants remained outstanding thereafter. Warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the Company’s initial public offering and that are still held by the initial holders thereof or their permitted transferees were not subject to this redemption and remain outstanding as of June 30, 2022. The following table summarizes the Public and Private Warrants activities during the six months ended June 30, 2022 (in thousands): Public Warrants Private Warrants Total Warrants Outstanding as of December 31, 2021 2,552 1,708 4,260 Warrants Exercised (1,993) — (1,993) Warrants Redeemed (559) — (559) Outstanding as of June 30, 2022 — 1,708 1,708 The Public Warrants were classified as Level 1 because there was adequate trading volume to provide a reliable indication of value from the Closing Date to the Redemption Date. The Private Warrants were classified as Level 2, from the Closing Date until the Redemption Date, because the Private Warrants had similar terms and were subject to substantially the same redemption features as the Public Warrants. The fair value of the Private Warrants was deemed to be substantially the same as the fair value of the Public Warrants. Both the Public Warrants and the Private Warrants were valued at $2.00 per unit as of the Redemption Date. Upon the ceasing of trading of the Public Warrants on the Redemption Date, the fair value measurement of Private Warrants transferred from Level 2 to Level 3 and the Company used a Black Scholes model to determine the fair value of the Private Warrants. The primary significant unobservable input used to evaluate the fair value measurement of the Company’s Private Warrants is the expected volatility of the ordinary shares. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The Private Warrants were valued at $0.99 as of June 30, 2022. The following table provides the assumptions used to estimate the fair value of the Private Warrants as of June 30, 2022: June 30, 2022 Current stock price $ 3.66 Strike price $ 11.50 Expected term (in years) 4.06 Expected volatility 69.0% Risk-free interest rate 3.0% Expected dividend yield —% The Warrants are measured for fair value at the end of each quarter. The following table presents the changes in the warrant liabilities (in thousands): Public Warrants Private Warrants Total Warrant Liabilities Fair value at December 31, 2021 $ 23,329 $ 15,645 $ 38,974 Change in fair value (12,193) (13,954) (26,147) Warrants Exercised (10,018) — (10,018) Warrants Redemption (1,118) — (1,118) Fair value at June 30, 2022 $ — $ 1,691 $ 1,691 |
CONTINGENT EARN-OUT AWARDS
CONTINGENT EARN-OUT AWARDS | 6 Months Ended |
Jun. 30, 2022 | |
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 23.5 million shares of Class A common stock in the aggregate. There are six distinct tranches, and each tranche has 3,910,000 Earn-out shares. Pursuant to the Merger Agreement, Common Share Price means the share price equal to the volume weighted average price of the Matterport Class A common stock for a period of at least 10 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination. If the Common Share Price exceeds $13.00, $15.50, $18.00, $20.50, $23.00, and $25.50, t he Earn-out shares are issuable 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. 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 Legacy Matterport stockholders was accounted for as a liability because the Earn-out Triggering Events that determine the number of Earn-out Shares required to be issued include events that are not solely indexed to the Common Stock of Matterport, Inc. The Earn-out pro rata Shares issuable to holders of Legacy Matterport’s RSUs and holders of Legacy Matterport’s Stock Options are accounted for as a stock-based compensation expense as they are subject to forfeiture based on the satisfaction of certain employment conditions, see Note 15 of the Stock Plan for more information. The Company recognized $231.6 million of contingent earn-out liability attributable to the Earn-out Shares to Matterport legacy Stockholders upon the Closing on July 22, 2021. On January 18, 2022, all six Earn-out Triggering Events for issuing up to 23.5 million Earn-out Shares occurred. A total of 18.8 million shares of common stock became issuable to the eligible Matterport legacy Stockholders. Another total of 4.7 million pro rata Earn-out Shares became issuable to holders of Matterport's eligible legacy RSU and options holders were immediately vest ed. See Note 15 “Stock Plan” for more information. Contingent earn-out liability was accounted for as a liability as of the date of the Merger and remeasured to fair value until the Earn-out Triggering Events were met. 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 a monthly basis over the Earn-out Period using the most reliable information available to be issued including events that are not solely indexed to the common stock of the Company. Upon the occurrence of the triggering events, the Company's common stock price of $12.89 per share represented the fair value of the Earn-out Awards. The Company reclassified the $242.4 million outstanding Earn-out liability to additional paid-in capital as the Earn-out shares become issuable as a fixed number of share of common shares. Assumptions used in the valuation as of December 31, 2021 are described below: As of December 31, 2021 Current stock price $ 20.64 Expected term (in years) 5.1 Expected volatility 67.0 % Risk-free interest rate 1.3 % Expected dividend yield 0 % The following table sets forth a summary of the changes in the earn-out liabilities during the six months ended June 30, 2022 (in thousands): Fair Value Measurements Using Significant Unobservable Inputs Balance at December 31, 2021 $ 377,576 Reallocation of Earn-out Shares to earn-out liability upon forfeitures 896 Change in fair value of earn-out liability (136,043) Issuance of Earn-out Shares upon triggering events (242,429) Balance at June 30, 2022 $ — |
STOCK PLAN
STOCK PLAN | 6 Months Ended |
Jun. 30, 2022 | |
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. On February 12, 2021, the Company amended and restated the 2011 Stock Plan to allow the Company to grant restricted stock units (“RSUs”) and extended the terms of the plan until February 12, 2022, unless terminated earlier. No shares are available for future grant under the 2011 Plan due to the termination of the 2011 Plan in connection with the Closing. There were 67.8 million shares authorized under the 2011 Stock Plan prior to its termination, and 2.1 million shares were assumed under the 2021 Incentive Award Plan upon the termination of the 2011 Plan . 2021 Incentive Award Plan In connection with the Closing on July 22, 2021, 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, and no further awards shall be granted under the 2011 Plan. The 2021 Plan provides that the initial aggregate number of shares of Class A common stock, available for issuance pursuant to awards thereunder shall be the sum of (a) 10% of the outstanding shares of Class A 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 is 181.5 million shares of Class A common stock. As of June 30, 2022, a total of 1.0 million shares of our common stock are available for issuance under our 2021 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. 2021 Employee Stock Purchase Plan In connection with the Closing on July 22, 2021, the Company 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’s board of directors; 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 36.9 million shares. Our 2021 ESPP permits eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the purchase date. If the fair market value of our common stock on the purchase date is lower than the first trading day of the offering period, the current offering period will be cancelled after purchase and a new 24-month offering period will begin. Participants may purchase shares of common stock through payroll deductions of up to 15% of their eligible compensation, subject to purchase limits of 3,000 shares per purchase period, 12,000 per offering period, and $25,000 worth of stock for each calendar year. The 2021 ESPP provides for consecutive offering periods that will typically have a duration of approximately 24 months in length, each generally comprised of four purchase periods of approximately six months in length. The offering periods are scheduled to start on the first trading day on or after June 1 and December 1 of each year, except for the first offering period that began on July 23, 2021 and will end on May 31, 2023. For the three and six months ended June 30, 2022, there were 0.4 million shares of common stock purchased under the 2021 ESPP. Shares Available for Future Grant —The Company issues new shares upon a s hare option exercise or release. As of June 30, 2022, shares authorized and available for future grant under the Company’s 2021 Plan and 2021 ESPP are 1.0 million shares and 9.3 million shares, respectively. Stock Option Activities —The following table summarizes the stock option activities under the Company’s stock plans for six months ended June 30, 2022 (in thousands, except for per share data): Options Outstanding Number of Weighted- Weighted- Average Remaining Contractual Term (Years) Aggregate Balance—December 31, 2021 42,227 $ 0.63 6.9 $ 844,909 Expired or canceled (773) 0.75 Exercised (5,614) 0.51 $ 48,800 Balance—June 30, 2022 35,840 $ 0.65 6.6 $ 107,992 Options vested and exercisable—June 30, 2022 27,779 $ 0.61 6.3 $ 84,736 As of June 30, 2022, unrecognized stock-based compensation expense related to unvested options was $2.4 million, which is expected to be amortized over a weighted-average vesting period of 1.5 years. RSU and PRSU Activities —The following table summarizes the RSU activity under the Company’s stock plans for the six months ended June 30, 2022 (in thousands, except per share data): RSUs and PRSUs Number of Weighted- Balance—December 31, 2021 24,744 $ 17.70 Granted 17,821 5.13 Vested (3,310) 16.50 Canceled or forfeited (849) 15.93 Balance—June 30, 2022 38,406 $ 12.01 Stock-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 performance-based RSU (“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 PRSUs for which the service-based vesting condition had been satisfied as the performance condition of the RSUs is met. As of June 30, 2022, unrecognized compensation costs related to unvested RSUs and PRSUs were $410.4 million and $8.9 million, respectively. The remaining unrecognized compensation costs for RSUs and PRSUs are expected to be recognized over a weighted-average period of 3.2 years and 1.7 years, respectively, excluding additional stock-based compensation expense related to any future grants of share-based awards. Earn-out Award Activities As discussed in Note 14 “ 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 were accounted as stock-based compensation expense as they were subject both a market condition and a service condition to the eligible employees. On January 18, 2022, all six Earn-out Triggering Events for issuing up to 23.5 million Earn-out Shares occurred. A total of 4.7 million pro rata Earn-out Shares issuable to holders of Matterport's eligible legacy RSU and options holders were immediately vested. The Company issued 2.7 million Earn-out Shares to Matterport's eligible legacy RSU and options holders after withholding 2.0 million these Earn-out Shares to cover tax withholding obligations. The Company recognized all the remaining $27.6 million unamortized stock-based compensation related to the Earn-out Shares during the six months ended June 30, 2022, as both Triggering event condition satisfied and the service condition was met. No further Earn-out Shares remained contingently issuable thereafter. The following table summarizes the Earn-out Award activity under the Earn-out Arrangement pursuant to the Merger Agreement during the six months ended June 30, 2022 (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, 2021 4,700 $ 12.64 Granted 13 20.13 Forfeited or Canceled (61) 13.07 Vested and Canceled (1) (1,966) 5.35 Vested and Released (2,686) $ 7.31 Balance—June 30, 2022 — (1) Represents 2 million shares withheld for tax obligation upon issuances of the Earn-out Shares on February 1, 2022. Earn-out Awards Valuation — The assumptions used to estimate the fair value of Earn-out Awards granted before the triggering events occurred were as follows. Upon the settlement of all tranches, the Earn-out Shares were issued into a fixed number of shares of common stock that was indexed to the Company's own stock price other than on an observable market price or index. December 31, 2021 to January 18, Inception to 2022 2021 Current stock price $13.34 – $19.61 $13.93 – $27.86 Expected term 5.1 years 5.1 – 5.5 years Expected volatility 67.0% 40.0% – 67.0% Risk-free interest rate 1.3% 0.8% – 1.3% Expected dividend yield 0% 0% Employee Stock Purchase Plan —The fair value of shares under our 2021 ESPP are estimated on the grant date using the Black-Scholes option pricing model. The following table summarizes the assumptions used in the valuation of the fair value: June 30, 2022 Expected term 0.5 – 2.0 years Expected volatility 34.4 – 47.4% Risk-free interest rate 0.2 – 2.7% Expected dividend yield 0% The expected volatility is based on the average volatility of a peer group of representative public companies with sufficient trading history over the expected term. The expected term represents the term from the first day of the offering period to the purchase dates within each offering period. The dividend yield assumption is based on our expectations about our anticipated dividend policy. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with maturities that approximate the expected term. During the three and six months ended June 30, 2022, the Company recorded of $2.4 million and $5.3 million, respectively, of stock-based compensation expense related to the 2021 ESPP. As of June 30, 2022, unrecognized compensation cost related to the 2021 ESPP was $4.8 million, which is expected to be recognized over the remaining weighted-average service period of 1.4 years. Stock-based Compensation — The Company recognizes stock-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 stock-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 stock-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 for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Costs of revenue $ 1,098 $ 37 $ 2,907 $ 62 Research and development 7,941 96 20,884 234 Selling, general, and administrative 22,917 468 63,442 963 Stock-based compensation, net of amounts capitalized 31,956 601 87,233 1,259 Capitalized stock-based compensation 2,843 112 8,663 194 Total stock-based compensation $ 34,799 $ 713 $ 95,896 $ 1,453 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 and 2021 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 |
NET INCOME (LOSS) PER SHARE ATT
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS As 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 income (loss) per share calculation on a prospective basis. Basic 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 six months ended June 30, 2022 and 2021 (in thousands, except for per share data). Diluted net income (loss) per share gives effect to all potential shares of common stock, including common stock issuable upon conversion of our redeemable convertible preferred stock, stock options and RSUs to the extent these are dilutive. We calculated basic and diluted net income (loss) per share attributable to common stockholders as follows (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Basic net income (loss) per share attributable to common stockholders: Numerator : Net income (loss) attributable to common stockholders $ (64,634) $ (6,209) $ 7,270 $ (9,081) Denominator: Weighted average shares used in computing net income (loss) per share attributable to common stockholders, basic 283,405 41,348 279,289 40,490 Basic net income (loss) per share attributable to common stockholders $ (0.23) $ (0.15) $ 0.03 $ (0.22) Diluted net income (loss) per share attributable to common stockholders Numerator : Diluted net income (loss) attributable to common stockholders $ (64,634) $ (6,209) $ 7,270 $ (9,081) Denominator: Weighted average shares used in computing net income (loss) per share, basic 283,405 41,348 279,289 40,490 Weighted average effect of dilutive potential common stock — — 34,545 — Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted 283,405 41,348 313,834 40,490 Diluted net income (loss) per share attributable to common stockholders $ (0.23) $ (0.15) $ 0.02 $ (0.22) Basic net loss per share is the same as diluted net loss per share for the period we reported net loss. The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (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): Three months ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Private warrants 1,708 — 1,708 — Redeemable convertible preferred stock, all series — 126,409 — 126,409 Warrants to purchase common stock — 1,081 — 1,081 Common stock options outstanding 35,840 45,630 2,069 45,630 Unvested RSUs 38,406 3,785 37,632 3,785 ESPP Shares 2,225 — 1,662 — Total potentially dilutive common stock equivalents 78,179 176,905 43,071 176,905 |
EMPLOYEE BENEFITS PLANS
EMPLOYEE BENEFITS PLANS | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS 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. 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 $0.1 million and $0.2 million matching contributions to the U.K. pension plan for the three and six months ended June 30, 2022, respectively. The match contributions for the three and six months ended June 30, 2021 were approximately $0.1 million |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS In June 2022, the Company entered into a definitive agreement to acquire VHT, Inc., a privately-held real estate marketing company that offers brokerages and agents digital solutions to promote and sell properties, for total consideration of approximately $23.0 million in cash. The a |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 SEC, regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or o mitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in the Company’s 2021 Form 10-K for the fiscal year ended December 31, 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 June 30, 2022, and its results of operations for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021. The condensed consolidated balance sheet as of December 31, 2021, 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. |
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 before the Merger and other assumptions used to measure stock-based compensation, fair value of assets acquired and liabilities assumed in business combinations, identified intangibles and goodwill, 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 of various performance obligations. As of June 30, 2022, 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 c ondensed 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. No customer accounted for more than 10% of the Company’s total accounts receivable at June 30, 2022 and December 31, 2021. No customer accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2022 and 2021. |
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 $0.8 million and $0.7 million as of June 30, 2022 and December 31, 2021, 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. |
Fair Value Measurement | Fair Value Measurement The Company accounts for certain of its financial assets and liabilities at fair value. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company 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. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial instruments. Goodwill, intangible assets, and other long-lived assets are measured at fair value on a nonrecurring basis, only if impairment is indicated. Accounts receivable and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments. |
Transaction Costs and Business Combination | 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. 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. As of June 30, 2021, $4.0 million of deferred transaction costs were included within other assets in the condensed consolidated balance sheet. Business Combination Business acquisitions are accounted for using the acquisition method under Accounting Standards Codifications (“ASC”) 805, Business Combinations (“ASC 805”), which requires recording assets acquired and liabilities assumed at fair value as of the acquisition date. Under the acquisition method of accounting, each tangible and separately identifiable intangible assets acquired and liabilities assumed is recorded based on their preliminary estimated fair values on the acquisition date. The initial valuations are derived from estimated fair value assessments and assumptions used by management. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Additional information existing as of the acquisition date but unknown to the Company may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded. Acquisition related transaction costs are expensed as incurred and are recorded in selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. The Company incurr ed $0.9 million and $1.4 million of acquisition-related costs for the three and six months ended June 30, 2022, respectively. |
Intangible Assets | Intangible Assets Purchased intangible assets with finite lives are carried at costs, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. |
Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets | Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired in each business combination. Goodwill will be evaluated for impairment on an annual basis in the fourth quarter of the Company’s fiscal year, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company has elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, including goodwill. If the Company determines that it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the single reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. The Company evaluates events and changes in circumstances that could indicate carrying amounts of purchased intangible assets and other long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of these assets by determining whether or not the carrying amount will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of an asset group, the Company will record an impairment loss for the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
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 stock unit (“RSU”) holders were entitled to receive an aggregate of approximately 23.5 million shares (“Earn-out Shares”) of the Company’s Class A c ommon stock, par value $0.0001 per share (“Class A common stock”) upon the Company achieving certain Earn-out Triggering Events during the Earn-out Period (as described in Note 14 “Contingent Earn-Out Awards”). 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 consolidated balance sheet at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. If the applicable triggering event is achieved for a tranche, the Company will reclassify the outstanding earn-out liability to additional paid-in capital upon the triggering event and account for the Earn-out Shares for such tranche as issued and outstanding common stock upon the share release. 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 stock-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 price of shares of Class A common stock, 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 8 “Fair Value Measurement” and Note 14 “Contingent Earn-Out Awards” for additional information. |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred and included in selling, general, and administrative in the condensed consolidated statements of operations. |
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 February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “Topic 842”), which requires a lessee to recognize right-of-use (ROU) assets and lease liabilities arising from operating and financing leases with terms longer than 12 months on the condensed consolidated balance sheets and to disclose key information about leasing arrangements. The Company adopted the new standard, along with all subsequent ASU clarifications and improvements that are applicable to the Company, effective January 1, 2022 and recorded an ROU asset and lease liability related to its operating leases. The Company used the modified retrospective approach with the effective date as the date of initial application. Accordingly, the Company applied the new lease standard prospectively to leases existing or commencing on or after January 1, 2022. Prior period balances and disclosures have not been restated. The Company elected the package of transitional practical expedients, which among other provisions, allows the Company to not reassess under the new standard the Company's prior conclusions about lease identification, lease classification and initial direct cost, for any existing leases on the adoption date. In addition, for operating leases, the Company elected to account for lease and non-lease components as a single lease component. The Company also made an accounting policy election to not recognize lease liabilities and ROU assets on its condensed consolidated balance sheet for leases that, at the lease commencement date, have a lease term of 12 months or less. Adoption of the standard resulted in the recognition of $3.6 million of ROU assets and $3.8 million of lease liabilities related to the Company's leases on its condensed consolidated balance sheet on January 1, 2022. The difference of $0.2 million represented deferred rent for leases that existed as of the date of adoption, which decreased the opening balance of ROU assets. In addition, the prepaid rent balance as of the date of adoption increased the opening balance of ROU assets. The deferred rent and prepaid rent balances were derecognized as of the date of adoption and no adjustment was made to retained earnings. The adoption of the standard did not have a material impact on our condensed consolidated statement of operations, comprehensive income (loss), changes in shareholders' equity or cash flows. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) (“ASU 2017-04” or “Topic 350”), which removes Step 2 from the goodwill impairment test. ASU 2017-04 is effective for public business entities for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. For all other entities, including emerging growth companies, this ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company adopted this standard effective January 1, 2022, which has not had a material impact on our 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 is effective for public entities for interim and annual periods beginning after December 15, 2020, with early adoption permitted. ASU No. 2019-12 is effective for all other entities, including emerging growth companies, for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this standard effective January 1, 2022, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted 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 business entities that meet the definition of a Securities and Exchange Commission filer, excluding eligible smaller reporting companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, including emerging growth companies, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company expects to adopt ASU No. 2016-13 beginning January 1, 2023, and is currently evaluating the impact on the Company’s condensed consolidated financial statements. In October 2021, the FASB issues ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contract with Customers, as if it had originated the contracts. This ASU is |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Common 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, par value of $0.0001 per share, of the Company were converted upon the consummation of the Merger. Excludes 4,079,000 shares of Class A common stock purchased under the Sponsor Subscription Agreement and excludes 15,000 shares of Class A common stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE. 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 common stock purchased under the Sponsor Subscription Agreement and includes 15,000 shares of Class A common stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table shows the revenue by geography for the three and six months ended June 30, 2022 and 2021, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue: United States $ 16,640 $ 18,139 $ 32,877 $ 35,135 International 11,841 11,364 24,114 21,297 Total revenue $ 28,481 $ 29,503 $ 56,991 $ 56,432 The following table shows over time versus point-in-time revenue for the three and six months ended June 30, 2022 and 2021, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Over time revenue $ 23,399 $ 18,160 $ 44,513 $ 34,649 Point-in-time revenue 5,082 11,343 12,478 21,783 Total $ 28,481 $ 29,503 $ 56,991 $ 56,432 |
Contract Balances | The contract balances as of June 30, 2022 and December 31, 2021 were as follows (in thousands): June 30, December 31, Accounts receivable, net $ 10,701 $ 8,898 Unbilled accounts receivable $ 3,820 $ 1,981 Deferred revenue $ 14,590 $ 11,948 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The total purchase consideration for the Enview Acquisition was $64.4 million, which consisted of the following (in thousands): Amount Cash $ 35,026 Common stock (1.2 million shares) (1) 19,118 Unpaid Consideration (2) 10,270 Total $ 64,414 (1) On the Enview Acquisition Date, the Company's closing stock price was $15.73 per share. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The Company has accounted for the Enview Acquisition as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on preliminary estimated fair values at the Enview Acquisition Date, as presented in the following table (in thousands): Amount Goodwill $ 54,080 Identified intangible assets 5,400 Net assets acquired 4,934 Total $ 64,414 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the preliminary estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the Enview Acquisition Date (in thousands, except years): Fair Value Estimated Useful Life Developed technology $ 5,400 5 years |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents details of the Company’s goodwill during the six months ended June 30, 2022 (in thousands): Amount Balance as of December 31, 2021 $ — Goodwill acquired 54,080 Balance as of June 30, 2022 $ 54,080 |
Schedule of Purchased Intangible Assets | The following table presents details of the Company’s purchased intangible assets as of June 30, 2022 (in thousands). There were no intangibles as of December 31, 2021. June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Developed technology $ 5,400 $ 525 $ 4,875 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes estimated future amortization expense for the Company’s intangible assets as of June 30, 2022 (in thousands): Amount Remaining 2022 $ 539 2023 1,080 2024 1,080 2025 1,080 2026 1,080 2027 and thereafter 16 Total future amortization expense $ 4,875 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Allowance for Doubtful Accounts | Allowance for doubtful accounts as of June 30, 2022 and 2021 and the rollforward for three and six months ended June 30, 2022 and 2021 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Balance—beginning of period $ (482) $ (740) $ (291) $ (799) Increase in reserves (4) (135) (195) (151) Write-offs 65 843 65 918 Balance—end of period $ (421) $ (32) $ (421) $ (32) |
Inventories | Inventories —Inventories as of June 30, 2022 and December 31, 2021, consisted of the following (in thousands): June 30, December 31, Finished Goods $ 148 $ 295 Work in process 3,451 2,043 Purchased parts and raw materials 2,876 3,255 Total inventories $ 6,475 $ 5,593 |
Schedule of Property Plant and Equipment | Property and equipment as of June 30, 2022 and December 31, 2021, consisted of the following (in thousands): June 30, December 31, Machinery and equipment $ 3,250 $ 2,324 Furniture and fixtures 355 355 Leasehold improvements 728 728 Capitalized software and development costs 44,707 28,964 Total property and equipment 49,040 32,371 Accumulated depreciation and amortization (23,290) (18,253) Total property and equipment, net $ 25,750 $ 14,118 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of June 30, 2022 and December 31, 2021, consisted of the following (in thousands): June 30, December 31, Accrued compensation $ 5,773 $ 2,754 Tax payable 1,562 1,063 ESPP Contribution 372 693 Short-term unpaid acquisition consideration 6,265 — Short-term operating lease liabilities 1,228 — Other current liabilities 6,028 5,516 Total accrued expenses and other current liabilities $ 21,228 $ 10,026 |
Schedule of Other Long-term Liabilities | Other long-term Liabilities —Other long-term liabilities as of June 30, 2022 and December 31, 2021, consisted of the following (in thousands): June 30, December 31, Long-term operating lease liabilities $ 2,125 $ — Long-term unpaid acquisition consideration 4,006 — Other non-current liabilities — 262 Total other long-term liabilities $ 6,131 $ 262 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 53,939 $ — $ — $ 53,939 Total cash equivalents $ 53,939 $ — $ — $ 53,939 Short-term investments: U.S. government and agency securities $ 122,907 $ — $ — $ 122,907 Non-U.S. government and agency securities — 48,687 — 48,687 Corporate debt securities — 145,075 — 145,075 Commercial paper — 45,631 — 45,631 Total short-term investments $ 122,907 $ 239,393 $ — $ 362,300 Long-term investments: U.S. government and agency securities $ 58,124 $ — $ — $ 58,124 Corporate debt securities — 27,718 — 27,718 Total long-term investments $ 58,124 $ 27,718 $ — $ 85,842 Other current assets: Convertible notes receivable $ — $ — $ 1,155 $ 1,155 Total other current assets: $ — $ — $ 1,155 $ 1,155 Total assets measured at fair value $ 234,970 $ 267,111 $ 1,155 $ 503,236 Financial Liabilities: Private warrants liability $ — $ — $ 1,691 $ 1,691 Total liabilities measured at fair value $ — $ — $ 1,691 $ 1,691 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 44,142 $ — $ — $ 44,142 Total cash equivalents $ 44,142 $ — $ — $ 44,142 Short-term investments: Non-U.S. government and agency securities $ — $ 24,317 $ — $ 24,317 Corporate debt securities — 92,737 — 92,737 Commercial paper — 147,877 — 147,877 Total short-term investments $ — $ 264,931 $ — $ 264,931 Long-term investments: U.S. government and agency securities $ 185,075 $ — $ — $ 185,075 Corporate debt securities — 78,584 — 78,584 Total long-term investments $ 185,075 $ 78,584 $ — $ 263,659 Other assets: Convertible notes receivable $ — $ — $ 1,107 $ 1,107 Total other assets: $ — $ — $ 1,107 $ 1,107 Total assets measured at fair value $ 229,217 $ 343,515 $ 1,107 $ 573,839 Financial Liabilities: Public warrants liability $ 15,645 $ — $ — $ 15,645 Private warrants liability — 23,329 — 23,329 Contingent earn-out liability — 377,576 377,576 Total liabilities measured at fair value $ 15,645 $ 23,329 $ 377,576 $ 416,550 |
Schedule of Reconciliation of Assets and Liabilities | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as Level 3: Amount Beginning balance $ — Transfer of Private Warrants to Level 3 3,416 Change in fair value 2,989 Ending Balance as of March 31, 2022 $ 6,405 Change in fair value (4,714) Ending Balance as of June 30, 2022 $ 1,691 |
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 June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 185,743 $ — $ (4,712) $ 181,031 Non-U.S. government and agency securities 49,103 — (416) 48,687 Corporate debt securities 175,304 — (2,511) 172,793 Commercial paper 45,745 — (114) 45,631 Convertible notes receivable 1,000 155 — 1,155 Total available-for-sale investments $ 456,895 $ 155 $ (7,753) $ 449,297 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 186,113 $ — $ (1,038) $ 185,075 Non-U.S. government and agency securities 24,385 — (68) 24,317 Corporate debt securities 171,772 — (451) 171,321 Commercial paper 147,914 — (37) 147,877 Convertible notes receivable 1,000 107 — 1,107 Total available-for-sale investments $ 531,184 $ 107 $ (1,594) $ 529,697 |
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 June 30, 2022 and December 31, 2021, by contractual years-to-maturity (in thousands): June 30, 2022 Amortized Cost Fair Value Due within one year $ 249,659 $ 247,501 Due between one and three years 207,236 201,796 Total $ 456,895 $ 449,297 December 31, 2021 Amortized Cost Fair Value Due within one year $ 265,216 $ 264,931 Due between one and three years 265,968 264,766 Total $ 531,184 $ 529,697 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | The following table presents maturities of operating lease liabilities as of June 30, 2022 (in thousands): Amount Fiscal years ending December 31, Remaining 2022 $ 654 2023 1,339 2024 1,306 2025 207 Thereafter — Total operating lease payments 3,506 Less: imputed interest (153) Present value of operating lease liabilities $ 3,353 Current portion of operating lease liabilities (1) $ 1,228 Long-term operating lease liabilities (2) $ 2,125 (1) Current portion of operating lease liabilities is included in accrued expenses and other current liabilities in the condensed consolidated balance sheet. |
Future Minimum Operating Lease Payments and Purchase Obligations | Future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, for our non-cancelable operating leases as of December 31, 2021 were as follows (in thousands): Amount 2022 $ 1,312 2023 1,339 2024 1,306 2025 207 Thereafter — Total $ 4,164 As of June 30, 2022, future minimum purchase obligations are as follows (in thousands): Purchase Remainder of 2022 $ 20,070 2023 1,118 2024 91 Thereafter — Total $ 21,279 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Common Stock Reserved for Future Issuance | The Company had reserved shares of common stock for future issuance as of June 30, 2022 as follows (in thousands): June 30, Private warrants to purchase common stock 1,708 Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan 74,246 Shares available for future grant under 2021 Employee Stock Purchase Plan 9,330 Shares available for future grant under 2021 Incentive Award Plan 995 Total shares of common stock reserved 86,279 |
Schedule of Accumulated Other Comprehensive Income (Loss) | 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, 2021 $ (52) $ (1,487) $ (1,539) Net unrealized loss — (6,111) (6,111) Balance at June 30, 2022 $ (52) $ (7,598) $ (7,650) Foreign Currency Translation, Net of Tax Unrealized Gains on Available-for-Sale Debt Securities, Net of Tax Total Balance at December 31, 2020 $ 135 $ — $ 135 Net unrealized gain (loss) (63) 88 25 Balance at June 30, 2021 $ 72 $ 88 $ 160 |
PUBLIC AND PRIVATE WARRANTS (Ta
PUBLIC AND PRIVATE WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Warrant Liability | The following table summarizes the Public and Private Warrants activities during the six months ended June 30, 2022 (in thousands): Public Warrants Private Warrants Total Warrants Outstanding as of December 31, 2021 2,552 1,708 4,260 Warrants Exercised (1,993) — (1,993) Warrants Redeemed (559) — (559) Outstanding as of June 30, 2022 — 1,708 1,708 |
Schedule Valuation Assumptions to Fair Value of Private Warrants | The following table provides the assumptions used to estimate the fair value of the Private Warrants as of June 30, 2022: June 30, 2022 Current stock price $ 3.66 Strike price $ 11.50 Expected term (in years) 4.06 Expected volatility 69.0% Risk-free interest rate 3.0% Expected dividend yield —% As of December 31, 2021 Current stock price $ 20.64 Expected term (in years) 5.1 Expected volatility 67.0 % Risk-free interest rate 1.3 % Expected dividend yield 0 % December 31, 2021 to January 18, Inception to 2022 2021 Current stock price $13.34 – $19.61 $13.93 – $27.86 Expected term 5.1 years 5.1 – 5.5 years Expected volatility 67.0% 40.0% – 67.0% Risk-free interest rate 1.3% 0.8% – 1.3% Expected dividend yield 0% 0% |
Schedule of Warrants Measured at Fair Value | The following table presents the changes in the warrant liabilities (in thousands): Public Warrants Private Warrants Total Warrant Liabilities Fair value at December 31, 2021 $ 23,329 $ 15,645 $ 38,974 Change in fair value (12,193) (13,954) (26,147) Warrants Exercised (10,018) — (10,018) Warrants Redemption (1,118) — (1,118) Fair value at June 30, 2022 $ — $ 1,691 $ 1,691 |
CONTINGENT EARN-OUT AWARDS (Tab
CONTINGENT EARN-OUT AWARDS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Earn-out Shares Valuation | The following table provides the assumptions used to estimate the fair value of the Private Warrants as of June 30, 2022: June 30, 2022 Current stock price $ 3.66 Strike price $ 11.50 Expected term (in years) 4.06 Expected volatility 69.0% Risk-free interest rate 3.0% Expected dividend yield —% As of December 31, 2021 Current stock price $ 20.64 Expected term (in years) 5.1 Expected volatility 67.0 % Risk-free interest rate 1.3 % Expected dividend yield 0 % December 31, 2021 to January 18, Inception to 2022 2021 Current stock price $13.34 – $19.61 $13.93 – $27.86 Expected term 5.1 years 5.1 – 5.5 years Expected volatility 67.0% 40.0% – 67.0% Risk-free interest rate 1.3% 0.8% – 1.3% Expected dividend yield 0% 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 earn-out liabilities during the six months ended June 30, 2022 (in thousands): Fair Value Measurements Using Significant Unobservable Inputs Balance at December 31, 2021 $ 377,576 Reallocation of Earn-out Shares to earn-out liability upon forfeitures 896 Change in fair value of earn-out liability (136,043) Issuance of Earn-out Shares upon triggering events (242,429) Balance at June 30, 2022 $ — |
STOCK PLAN (Tables)
STOCK PLAN (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 (in thousands, except for per share data): Options Outstanding Number of Weighted- Weighted- Average Remaining Contractual Term (Years) Aggregate Balance—December 31, 2021 42,227 $ 0.63 6.9 $ 844,909 Expired or canceled (773) 0.75 Exercised (5,614) 0.51 $ 48,800 Balance—June 30, 2022 35,840 $ 0.65 6.6 $ 107,992 Options vested and exercisable—June 30, 2022 27,779 $ 0.61 6.3 $ 84,736 |
Schedule of RSU and PRSU Activity | The following table summarizes the RSU activity under the Company’s stock plans for the six months ended June 30, 2022 (in thousands, except per share data): RSUs and PRSUs Number of Weighted- Balance—December 31, 2021 24,744 $ 17.70 Granted 17,821 5.13 Vested (3,310) 16.50 Canceled or forfeited (849) 15.93 Balance—June 30, 2022 38,406 $ 12.01 |
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 six months ended June 30, 2022 (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, 2021 4,700 $ 12.64 Granted 13 20.13 Forfeited or Canceled (61) 13.07 Vested and Canceled (1) (1,966) 5.35 Vested and Released (2,686) $ 7.31 Balance—June 30, 2022 — (1) Represents 2 million shares withheld for tax obligation upon issuances of the Earn-out Shares on February 1, 2022. |
Earn-out Shares Valuation | The following table provides the assumptions used to estimate the fair value of the Private Warrants as of June 30, 2022: June 30, 2022 Current stock price $ 3.66 Strike price $ 11.50 Expected term (in years) 4.06 Expected volatility 69.0% Risk-free interest rate 3.0% Expected dividend yield —% As of December 31, 2021 Current stock price $ 20.64 Expected term (in years) 5.1 Expected volatility 67.0 % Risk-free interest rate 1.3 % Expected dividend yield 0 % December 31, 2021 to January 18, Inception to 2022 2021 Current stock price $13.34 – $19.61 $13.93 – $27.86 Expected term 5.1 years 5.1 – 5.5 years Expected volatility 67.0% 40.0% – 67.0% Risk-free interest rate 1.3% 0.8% – 1.3% Expected dividend yield 0% 0% |
Employee Stock Option Valuation | The following table summarizes the assumptions used in the valuation of the fair value: June 30, 2022 Expected term 0.5 – 2.0 years Expected volatility 34.4 – 47.4% Risk-free interest rate 0.2 – 2.7% 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 for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Costs of revenue $ 1,098 $ 37 $ 2,907 $ 62 Research and development 7,941 96 20,884 234 Selling, general, and administrative 22,917 468 63,442 963 Stock-based compensation, net of amounts capitalized 31,956 601 87,233 1,259 Capitalized stock-based compensation 2,843 112 8,663 194 Total stock-based compensation $ 34,799 $ 713 $ 95,896 $ 1,453 |
NET INCOME (LOSS) PER SHARE A_2
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Attributable to Common Stockholders, Basic and Diluted | Basic 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 six months ended June 30, 2022 and 2021 (in thousands, except for per share data). Diluted net income (loss) per share gives effect to all potential shares of common stock, including common stock issuable upon conversion of our redeemable convertible preferred stock, stock options and RSUs to the extent these are dilutive. We calculated basic and diluted net income (loss) per share attributable to common stockholders as follows (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Basic net income (loss) per share attributable to common stockholders: Numerator : Net income (loss) attributable to common stockholders $ (64,634) $ (6,209) $ 7,270 $ (9,081) Denominator: Weighted average shares used in computing net income (loss) per share attributable to common stockholders, basic 283,405 41,348 279,289 40,490 Basic net income (loss) per share attributable to common stockholders $ (0.23) $ (0.15) $ 0.03 $ (0.22) Diluted net income (loss) per share attributable to common stockholders Numerator : Diluted net income (loss) attributable to common stockholders $ (64,634) $ (6,209) $ 7,270 $ (9,081) Denominator: Weighted average shares used in computing net income (loss) per share, basic 283,405 41,348 279,289 40,490 Weighted average effect of dilutive potential common stock — — 34,545 — Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted 283,405 41,348 313,834 40,490 Diluted net income (loss) per share attributable to common stockholders $ (0.23) $ (0.15) $ 0.02 $ (0.22) |
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 income (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): Three months ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Private warrants 1,708 — 1,708 — Redeemable convertible preferred stock, all series — 126,409 — 126,409 Warrants to purchase common stock — 1,081 — 1,081 Common stock options outstanding 35,840 45,630 2,069 45,630 Unvested RSUs 38,406 3,785 37,632 3,785 ESPP Shares 2,225 — 1,662 — Total potentially dilutive common stock equivalents 78,179 176,905 43,071 176,905 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) d | Dec. 31, 2021 USD ($) | |
Cash and Cash Equivalents [Line Items] | ||
Receivables from credit card processors | $ | $ 800 | $ 700 |
Restricted cash | $ | $ 0 | $ 468 |
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_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||||||||
Feb. 01, 2022 USD ($) shares | Jan. 18, 2022 event $ / shares shares | Jan. 01, 2022 USD ($) | Jul. 22, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) | Jul. 21, 2021 $ / shares | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Reverse Recapitalization [Line Items] | ||||||||||||||
Allowance for credit loss | $ 421,000 | $ 32,000 | $ 291,000 | $ 421,000 | $ 32,000 | $ 482,000 | $ 740,000 | $ 799,000 | ||||||
Transaction costs paid at closing | $ 600,000 | |||||||||||||
Transaction costs paid | 36,300,000 | $ 36,300,000 | 0 | 1,204,000 | ||||||||||
Additional paid in capital, reduction of proceeds | $ 35,700,000 | $ 35,700,000 | ||||||||||||
Deferred transaction costs | 4,000,000 | 4,000,000 | ||||||||||||
Transaction costs | 900,000 | 1,400,000 | ||||||||||||
Impairment or disposal of long-lived assets, including intangible assets | $ 0 | 0 | $ 0 | 0 | ||||||||||
Earn-out (shares) | shares | 23,500,000 | 23,460,000 | ||||||||||||
Common stock, par value ($ per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | ||||||||
Number of earnout triggers | event | 6 | |||||||||||||
Earn out shares Issued after withholding of obligations | $ 21,500,000 | |||||||||||||
Earn-out shares withheld for tax obligation (shares) | shares | 2,000,000 | 2,000,000 | ||||||||||||
Advertising costs | $ 5,500,000 | $ 1,900,000 | $ 8,900,000 | $ 3,500,000 | ||||||||||
Operating lease right-of-use assets | $ 3,600,000 | 3,087,000 | $ 0 | 3,087,000 | ||||||||||
Present value of operating lease liabilities | 3,800,000 | $ 3,353,000 | $ 3,353,000 | |||||||||||
Deferred rent for leases | $ 200,000 | |||||||||||||
Gores Holdings VI, Inc. | ||||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||||
Transaction costs paid at closing | $ 26,300,000 | |||||||||||||
Transaction costs paid | 26,300,000 | |||||||||||||
Matterport, Inc. | ||||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||||
Transaction costs paid at closing | 10,000,000 | |||||||||||||
Transaction costs paid | $ 10,000,000 |
REVERSE RECAPITALIZATION - Narr
REVERSE RECAPITALIZATION - Narrative (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 5 Months Ended | 6 Months Ended | |||||||
Jul. 22, 2021 USD ($) $ / shares shares | Jul. 21, 2021 $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Mar. 31, 2022 shares | Jan. 18, 2022 $ / shares | Jan. 14, 2022 shares | Aug. 19, 2021 shares | |
Reverse Recapitalization [Line Items] | ||||||||||
Gross proceeds received in business combination | $ 640,100 | |||||||||
Proceeds from cash held in trust account | 345,100 | |||||||||
Transaction costs paid | 36,300 | $ 36,300 | $ 0 | $ 1,204 | ||||||
Additional paid in capital, reduction of proceeds | 35,700 | $ 35,700 | ||||||||
Transaction costs | $ 600 | |||||||||
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 | ||||||||
Shares issued upon exercise of warrants (shares) | shares | 2,000,000 | 9,100,000 | 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] | ||||||||||
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] | ||||||||||
Repurchase 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 | Jan. 18, 2022 | Jul. 22, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 21, 2021 |
Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (shares) | 241,956,000 | 283,643,000 | 250,173,000 | ||
Issuance of common stock (shares) | 29,500,000 | ||||
Earnout shares excluded (shares) | 23,500,000 | 23,460,000 | |||
Earnout period | 180 days | ||||
Common stock, par value ($ per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 |
Legacy Matterport Stockholders | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (shares) | 169,425,000 | ||||
Public Stockholders of Gores | |||||
Reverse Recapitalization [Line Items] | |||||
Stock Issued during period (shares) | 34,406,000 | ||||
Initial Stockholders (defined below) of 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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 28,481 | $ 29,503 | $ 56,991 | $ 56,432 |
Over time revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 23,399 | 18,160 | 44,513 | 34,649 |
Point-in-time revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,082 | 11,343 | 12,478 | 21,783 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 16,640 | 18,139 | 32,877 | 35,135 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 11,841 | $ 11,364 | $ 24,114 | $ 21,297 |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 10,701 | $ 8,898 |
Unbilled accounts receivable | 3,820 | 1,981 |
Deferred revenue | $ 14,590 | $ 11,948 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue recognized | $ 6.9 | $ 3.2 |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligation (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted but unsatisfied performance obligations | $ 31.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted but unsatisfied performance obligations | $ 25.5 |
Contracted but unsatisfied performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted but unsatisfied performance obligations, period |
ACQUISITION - Narratives (Detai
ACQUISITION - Narratives (Details) $ in Thousands | Jan. 05, 2022 USD ($) |
Enview Inc | |
Business Acquisition [Line Items] | |
Total | $ 64,414 |
ACQUISITION - Schedule of Busin
ACQUISITION - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jan. 05, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | |||
Common stock (1.2 million shares) | $ 19,118 | $ 0 | |
Closing stock price ($ per share) | $ 15.73 | ||
Term of agreement (not to exceed) | 2 years | ||
Common Stock | |||
Business Acquisition [Line Items] | |||
Stock Issued during period (shares) | 1,200,000 | ||
Enview Inc | |||
Business Acquisition [Line Items] | |||
Cash | $ 35,026 | ||
Unpaid Consideration | 10,270 | ||
Total | 64,414 | ||
Unpaid cash | 4,300 | ||
Stock consideration | 6,000 | ||
Enview Inc | Common Stock | |||
Business Acquisition [Line Items] | |||
Common stock (1.2 million shares) | $ 19,118 |
ACQUISITION - Schedule of Recog
ACQUISITION - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 05, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 54,080 | $ 0 | |
Enview Inc | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 54,080 | ||
Identified intangible assets | 5,400 | ||
Net assets acquired | 4,934 | ||
Total | $ 64,414 |
ACQUISITION - Schedule of Finit
ACQUISITION - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - Developed technology - Enview Inc $ in Thousands | Jan. 05, 2022 USD ($) |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 5,400 |
Weighted Average Life (in years) | 5 years |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 0 |
Goodwill acquired | 54,080 |
Goodwill, ending balance | $ 54,080 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total future amortization expense | $ 4,875,000 | $ 0 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,400,000 | |
Accumulated Amortization | 525,000 | |
Total future amortization expense | $ 4,875,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of expense | $ 300,000 | $ 0 | $ 500,000 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2022 | $ 539,000 | |
2023 | 1,080,000 | |
2024 | 1,080,000 | |
2025 | 1,080,000 | |
2026 | 1,080,000 | |
2027 and thereafter | 16,000 | |
Total future amortization expense | $ 4,875,000 | $ 0 |
BALANCE SHEET COMPONENTS - Allo
BALANCE SHEET COMPONENTS - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance—beginning of period | $ (482) | $ (740) | $ (291) | $ (799) |
Increase in reserves | (4) | (135) | (195) | (151) |
Write-offs | 65 | 843 | 65 | 918 |
Balance—end of period | $ (421) | $ (32) | $ (421) | $ (32) |
BALANCE SHEET COMPONENTS - Inve
BALANCE SHEET COMPONENTS - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Finished Goods | $ 148 | $ 295 |
Work in process | 3,451 | 2,043 |
Purchased parts and raw materials | 2,876 | 3,255 |
Total inventories | $ 6,475 | $ 5,593 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 49,040 | $ 49,040 | $ 32,371 | ||
Accumulated depreciation and amortization | (23,290) | (23,290) | (18,253) | ||
Total property and equipment, net | 25,750 | 25,750 | 14,118 | ||
Depreciation and amortization | 5,563 | $ 2,608 | |||
Capitalized computer software additions | 6,300 | $ 2,000 | 15,700 | 3,400 | |
Capitalized computer software amortization | 2,700 | 1,200 | 4,800 | 2,400 | |
Costs of revenue | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized computer software amortization | 2,400 | 1,000 | 4,200 | 2,000 | |
Selling, general, and administrative | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized computer software amortization | 300 | 200 | 600 | 400 | |
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 3,250 | 3,250 | 2,324 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 355 | 355 | 355 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 728 | 728 | 728 | ||
Capitalized software and development costs | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 44,707 | 44,707 | $ 28,964 | ||
Property and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | $ 2,800 | $ 1,300 | $ 5,000 | $ 2,600 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation | $ 5,773 | $ 2,754 |
Tax payable | 1,562 | 1,063 |
ESPP Contribution | 372 | 693 |
Short-term unpaid acquisition consideration | 6,265 | 0 |
Short-term operating lease liabilities | 1,228 | 0 |
Other current liabilities | 6,028 | 5,516 |
Total accrued expenses and other current liabilities | $ 21,228 | $ 10,026 |
BALANCE SHEET COMPONENTS - Othe
BALANCE SHEET COMPONENTS - Other Long term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Long-term operating lease liabilities | $ 2,125 | $ 0 |
Long-term unpaid acquisition consideration | 4,006 | 0 |
Other non-current liabilities | 0 | 262 |
Total other long-term liabilities | $ 6,131 | $ 262 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 22, 2021 |
Short-term investments: | |||
Short-term investments | $ 362,300 | $ 264,931 | |
Other current assets: | |||
Convertible notes receivable | 449,297 | 529,697 | |
Financial Liabilities: | |||
Warrants liability | 1,691 | 38,974 | |
Contingent earn-out liability | $ 231,600 | ||
Public Warrants | |||
Financial Liabilities: | |||
Warrants liability | 0 | 23,329 | |
Private Warrants | |||
Financial Liabilities: | |||
Warrants liability | 1,691 | 15,645 | |
U.S. government and agency securities | |||
Other current assets: | |||
Convertible notes receivable | 181,031 | 185,075 | |
Non-U.S. government and agency securities | |||
Other current assets: | |||
Convertible notes receivable | 48,687 | 24,317 | |
Corporate debt securities | |||
Other current assets: | |||
Convertible notes receivable | 172,793 | 171,321 | |
Commercial paper | |||
Other current assets: | |||
Convertible notes receivable | 45,631 | 147,877 | |
Fair Value, Recurring | |||
Cash equivalents: | |||
Cash equivalents, fair value | 53,939 | 44,142 | |
Short-term investments: | |||
Short-term investments | 362,300 | 264,931 | |
Long-term investments: | |||
Long-term investments | 85,842 | 263,659 | |
Other current assets: | |||
Convertible notes receivable | 1,155 | 1,107 | |
Total assets measured at fair value | 503,236 | 573,839 | |
Financial Liabilities: | |||
Contingent earn-out liability | 377,576 | ||
Total liabilities measured at fair value | 1,691 | 416,550 | |
Fair Value, Recurring | Public Warrants | |||
Financial Liabilities: | |||
Warrants liability | 1,691 | 15,645 | |
Fair Value, Recurring | Private Warrants | |||
Financial Liabilities: | |||
Warrants liability | 23,329 | ||
Fair Value, Recurring | U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 122,907 | ||
Long-term investments: | |||
Long-term investments | 58,124 | 185,075 | |
Fair Value, Recurring | Non-U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 48,687 | 24,317 | |
Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 145,075 | 92,737 | |
Long-term investments: | |||
Long-term investments | 27,718 | 78,584 | |
Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 45,631 | 147,877 | |
Fair Value, Recurring | Convertible notes receivable | |||
Other current assets: | |||
Convertible notes receivable | 1,155 | 1,107 | |
Fair Value, Recurring | Money market funds | |||
Cash equivalents: | |||
Cash equivalents, fair value | 53,939 | 44,142 | |
Level 1 | Fair Value, Recurring | |||
Cash equivalents: | |||
Cash equivalents, fair value | 53,939 | 44,142 | |
Short-term investments: | |||
Short-term investments | 122,907 | 0 | |
Long-term investments: | |||
Long-term investments | 58,124 | 185,075 | |
Other current assets: | |||
Convertible notes receivable | 0 | 0 | |
Total assets measured at fair value | 234,970 | 229,217 | |
Financial Liabilities: | |||
Contingent earn-out liability | 0 | ||
Total liabilities measured at fair value | 0 | 15,645 | |
Level 1 | Fair Value, Recurring | Public Warrants | |||
Financial Liabilities: | |||
Warrants liability | 0 | 15,645 | |
Level 1 | Fair Value, Recurring | Private Warrants | |||
Financial Liabilities: | |||
Warrants liability | 0 | ||
Level 1 | Fair Value, Recurring | U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 122,907 | ||
Long-term investments: | |||
Long-term investments | 58,124 | 185,075 | |
Level 1 | Fair Value, Recurring | Non-U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Level 1 | Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Long-term investments: | |||
Long-term investments | 0 | 0 | |
Level 1 | Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Level 1 | Fair Value, Recurring | Convertible notes receivable | |||
Other current assets: | |||
Convertible notes receivable | 0 | 0 | |
Level 1 | Fair Value, Recurring | Money market funds | |||
Cash equivalents: | |||
Cash equivalents, fair value | 53,939 | 44,142 | |
Level 2 | Fair Value, Recurring | |||
Cash equivalents: | |||
Cash equivalents, fair value | 0 | 0 | |
Short-term investments: | |||
Short-term investments | 239,393 | 264,931 | |
Long-term investments: | |||
Long-term investments | 27,718 | 78,584 | |
Other current assets: | |||
Convertible notes receivable | 0 | 0 | |
Total assets measured at fair value | 267,111 | 343,515 | |
Financial Liabilities: | |||
Contingent earn-out liability | |||
Total liabilities measured at fair value | 0 | 23,329 | |
Level 2 | Fair Value, Recurring | Public Warrants | |||
Financial Liabilities: | |||
Warrants liability | 0 | 0 | |
Level 2 | Fair Value, Recurring | Private Warrants | |||
Financial Liabilities: | |||
Warrants liability | 23,329 | ||
Level 2 | Fair Value, Recurring | U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 0 | ||
Long-term investments: | |||
Long-term investments | 0 | 0 | |
Level 2 | Fair Value, Recurring | Non-U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 48,687 | 24,317 | |
Level 2 | Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 145,075 | 92,737 | |
Long-term investments: | |||
Long-term investments | 27,718 | 78,584 | |
Level 2 | Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 45,631 | 147,877 | |
Level 2 | Fair Value, Recurring | Convertible notes receivable | |||
Other current assets: | |||
Convertible notes receivable | 0 | 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 | 0 | |
Long-term investments: | |||
Long-term investments | 0 | 0 | |
Other current assets: | |||
Convertible notes receivable | 1,155 | 1,107 | |
Total assets measured at fair value | 1,155 | 1,107 | |
Financial Liabilities: | |||
Contingent earn-out liability | 377,576 | ||
Total liabilities measured at fair value | 1,691 | 377,576 | |
Level 3 | Fair Value, Recurring | Public Warrants | |||
Financial Liabilities: | |||
Warrants liability | 1,691 | 0 | |
Level 3 | Fair Value, Recurring | Private Warrants | |||
Financial Liabilities: | |||
Warrants liability | 0 | ||
Level 3 | Fair Value, Recurring | U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 0 | ||
Long-term investments: | |||
Long-term investments | 0 | 0 | |
Level 3 | Fair Value, Recurring | Non-U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Level 3 | Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Long-term investments: | |||
Long-term investments | 0 | 0 | |
Level 3 | Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Level 3 | Fair Value, Recurring | Convertible notes receivable | |||
Other current assets: | |||
Convertible notes receivable | 1,155 | 1,107 | |
Level 3 | Fair Value, Recurring | Money market funds | |||
Cash equivalents: | |||
Cash equivalents, fair value | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Asset and Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | $ 6,405 | $ 0 |
Transfer of Private Warrants to Level 3 | 3,416 | |
Change in fair value | (4,714) | 2,989 |
Ending balance | $ 1,691 | $ 6,405 |
FAIR VALUE MEASUREMENTS - Amort
FAIR VALUE MEASUREMENTS - Amortized Cost, Unrealized Gains and Losses, and FV of AFS Debt Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Investments: | ||
Total available-for-sale investments | $ 456,895 | $ 531,184 |
Available-for-sale investments, unrealized gains | 155 | 107 |
Available-for-sale investments, unrealized losses | (7,753) | (1,594) |
Available-for-sale, fair value | 449,297 | 529,697 |
U.S. government and agency securities | ||
Investments: | ||
Total available-for-sale investments | 185,743 | 186,113 |
Available-for-sale investments, unrealized gains | 0 | 0 |
Available-for-sale investments, unrealized losses | (4,712) | (1,038) |
Available-for-sale, fair value | 181,031 | 185,075 |
Non-U.S. government and agency securities | ||
Investments: | ||
Total available-for-sale investments | 49,103 | 24,385 |
Available-for-sale investments, unrealized gains | 0 | 0 |
Available-for-sale investments, unrealized losses | (416) | (68) |
Available-for-sale, fair value | 48,687 | 24,317 |
Corporate debt securities | ||
Investments: | ||
Total available-for-sale investments | 175,304 | 171,772 |
Available-for-sale investments, unrealized gains | 0 | 0 |
Available-for-sale investments, unrealized losses | (2,511) | (451) |
Available-for-sale, fair value | 172,793 | 171,321 |
Commercial paper | ||
Investments: | ||
Total available-for-sale investments | 45,745 | 147,914 |
Available-for-sale investments, unrealized gains | 0 | 0 |
Available-for-sale investments, unrealized losses | (114) | (37) |
Available-for-sale, fair value | 45,631 | 147,877 |
Convertible notes receivable | ||
Investments: | ||
Total available-for-sale investments | 1,000 | 1,000 |
Available-for-sale investments, unrealized gains | 155 | 107 |
Available-for-sale investments, unrealized losses | 0 | 0 |
Available-for-sale, fair value | $ 1,155 | $ 1,107 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other-than-temporary impairments | $ 0 | $ 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 | 0.70 | ||
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 | 0.30 | ||
Level 3 | Measurement Input, Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible notes receivable, measurement input | 0.235 |
FAIR VALUE MEASUREMENTS - Amo_2
FAIR VALUE MEASUREMENTS - Amortized Cost and Fair Value by Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Due within one year | $ 249,659 | $ 265,216 |
Due between one and three years | 207,236 | 265,968 |
Total available-for-sale investments | 456,895 | 531,184 |
Fair value, due within one year | 247,501 | 264,931 |
Fair value, due between one and three years | 201,796 | 264,766 |
Total available-for-sale investments | $ 449,297 | $ 529,697 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||
Oct. 12, 2020 USD ($) | Apr. 17, 2020 USD ($) | Feb. 20, 2020 USD ($) loan_facility payment | Sep. 27, 2019 USD ($) | Sep. 16, 2019 USD ($) payment | Apr. 20, 2018 USD ($) payment | Nov. 03, 2017 USD ($) payment | Oct. 26, 2017 USD ($) | May 22, 2017 USD ($) | Sep. 23, 2016 USD ($) payment | May 20, 2015 USD ($) | Jul. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Apr. 28, 2020 USD ($) | Apr. 27, 2020 USD ($) | |
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 | |||||||||||||||||
Principal outstanding | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||
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 | |||||||||||||||||
Term Loan | 2015 Term Loan | Prime Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on floating rate (percent) | 1% | |||||||||||||||||
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% | |||||||||||||||||
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 | 36 | ||||||||||||||||
Stated interest rate (percent) | 5.25% | 5.25% | ||||||||||||||||
Repayment of term loan | 200,000 | 500,000 | ||||||||||||||||
Term Loan | 2019 Term Loan | Prime Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on floating rate (percent) | 1% | |||||||||||||||||
Term Loan | 2019 Term Loan and Line of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | $ 0 | 100,000 | $ 0 | 100,000 | ||||||||||||||
Term Loan | 2018 Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Term loan, maximum amount | $ 10,000,000 | |||||||||||||||||
Stated interest rate (percent) | 11.50% | |||||||||||||||||
Principal outstanding | 3,400,000 | 3,400,000 | ||||||||||||||||
Interest expense | 0 | 100,000 | 0 | 200,000 | ||||||||||||||
Interest expense, final payment | 100,000 | 100,000 | ||||||||||||||||
Repayment of term loan | $ 3,400,000 | 900,000 | 1,700,000 | |||||||||||||||
Number of monthly scheduled installment payments | payment | 48 | |||||||||||||||||
Period of interest-only payments | 12 months | |||||||||||||||||
Final payment due at maturity or prepayment date | 500,000 | |||||||||||||||||
Term Loan | 2020 Term Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Term loan, maximum amount | $ 2,000,000 | |||||||||||||||||
Number of equal installment payments | payment | 24 | |||||||||||||||||
Stated interest rate (percent) | 4.75% | |||||||||||||||||
Interest expense | $ 0 | 100,000 | $ 0 | $ 100,000 | ||||||||||||||
Repayment of term loan | $ 200,000 | |||||||||||||||||
Number of term loan facilities | loan_facility | 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 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||
May 16, 2022 patent | May 11, 2020 patent | Jun. 30, 2022 USD ($) lease | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) lease | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||||||
Rent expense | $ 400,000 | $ 900,000 | |||||
Total operating lease cost | $ 600,000 | $ 1,000,000 | |||||
Weighted average remaining lease term, operating leases | 2 years 7 months 6 days | 2 years 7 months 6 days | |||||
Weighted average discount rate, operating lease liability | 3.30% | 3.30% | |||||
Operating lease, payments | $ 300,000 | $ 500,000 | |||||
Right-of-use asset obtained in exchange for operating lease liability | $ 0 | $ 0 | |||||
Number of new operating leases | lease | 0 | 0 | |||||
Number of alleged patent infringements | patent | 4 | ||||||
Patents found not infringed | patent | 4 | ||||||
Additional patent found not infringed | patent | 1 | ||||||
Estimated litigation liability | $ 0 | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Lessee, Operating Lease, Liability, Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |||
Remainder of 2022 | $ 654 | ||
2023 | 1,339 | ||
2024 | 1,306 | ||
2025 | 207 | ||
Thereafter | 0 | ||
Total operating lease payments | 3,506 | ||
Less: imputed interest | (153) | ||
Present value of operating lease liabilities | 3,353 | $ 3,800 | |
Current portion of operating lease liabilities | 1,228 | ||
Long-term operating lease liabilities | $ 2,125 | $ 0 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Future Minimum Lease payments (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases | |
2022 | $ 1,312 |
2023 | 1,339 |
2024 | 1,306 |
2025 | 207 |
Thereafter | 0 |
Total | $ 4,164 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Future Minimum Operating Lease Payments and Purchase Obligations (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Purchase Obligations | |
Remainder of 2022 | $ 20,070 |
2023 | 1,118 |
2024 | 91 |
Thereafter | 0 |
Total | $ 21,279 |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED STOCK - Narrative (Details) - Common Stock $ in Millions | Jul. 22, 2021 USD ($) shares |
Class of Stock [Line Items] | |
Aggregate shares issued upon conversion of Legacy Matterport preferred stock (shares) | shares | 126,460,926 |
Conversion of Legacy Matterport preferred shares | $ | $ 164.5 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 5 Months Ended | 6 Months Ended | ||||||||||||
Jul. 22, 2021 USD ($) vote $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) lender $ / shares shares | Jun. 30, 2021 USD ($) shares | Mar. 31, 2022 shares | Jan. 18, 2022 $ / shares | Jan. 14, 2022 shares | Aug. 19, 2021 shares | Jul. 21, 2021 $ / shares shares | Mar. 31, 2021 shares | [1] | Dec. 31, 2020 shares | [1] | ||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock (shares) | shares | 72,500,000 | ||||||||||||||
Gross proceeds received in business combination | $ | $ 640,100 | ||||||||||||||
Transaction costs paid | $ | 36,300 | $ 36,300 | $ 0 | $ 1,204 | |||||||||||
Additional paid in capital, reduction of proceeds | $ | 35,700 | $ 35,700 | |||||||||||||
Transaction costs | $ | $ 600 | ||||||||||||||
Common stock, authorized (shares) | shares | 640,000,000 | 640,000,000 | 640,000,000 | 232,700,000 | |||||||||||
Common stock, par value ($ per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | ||||||||||
Number of votes per share of common stock | vote | 1 | ||||||||||||||
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 | 250,173,000 | 283,643,000 | ||||||||||||
Warrants, contractual life | 5 years | ||||||||||||||
Shares issued upon exercise of warrants (shares) | shares | 2,000,000 | 9,100,000 | 11,350,000 | ||||||||||||
Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, outstanding (shares) | shares | 250,173,000 | 283,643,000 | 41,750,000 | [1] | 281,271,000 | 40,566,000 | 38,981,000 | ||||||||
Number of lenders | lender | 3 | ||||||||||||||
Warrants, contractual life | 10 years | ||||||||||||||
Shares issued upon exercise of warrants (shares) | shares | 1,000,000 | ||||||||||||||
Warrants | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Unamortized debt discount | $ | $ 100 | ||||||||||||||
Matterport, Inc. | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Transaction costs paid | $ | $ 10,000 | ||||||||||||||
Gore Holdings VI, Inc. Public Stockholders | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Repurchase of common stock | $ | 900 | ||||||||||||||
Gores Holdings VI, Inc. | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Transaction costs paid | $ | $ 26,300 | ||||||||||||||
[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) | Jun. 30, 2022 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 86,279,000 |
Private warrants to purchase common stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 1,708,000 |
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 | 74,246,000 |
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 | 9,330,000 |
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 | 995,000 |
STOCKHOLDERS_ EQUITY - Accumula
STOCKHOLDERS’ EQUITY - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 268,163 | $ (120,700) |
Net unrealized (loss) gain | (6,111) | 25 |
Ending balance | 631,207 | (126,961) |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (1,539) | 135 |
Ending balance | (7,650) | 160 |
Foreign Currency Translation, Net of Tax | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (52) | 135 |
Net unrealized (loss) gain | 0 | (63) |
Ending balance | (52) | 72 |
Unrealized Losses on Available-for-Sale Debt Securities, Net of Tax | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (1,487) | 0 |
Net unrealized (loss) gain | (6,111) | 88 |
Ending balance | $ (7,598) | $ 88 |
PUBLIC AND PRIVATE WARRANTS (De
PUBLIC AND PRIVATE WARRANTS (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 21, 2021 d $ / shares shares | Mar. 31, 2022 USD ($) shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Jan. 14, 2022 USD ($) $ / shares shares | Aug. 19, 2021 shares | |
Class of Warrant or Right [Line Items] | |||||||
Warrants issued (shares) | 1,708,000 | 4,260,000 | |||||
Number of shares purchasable with each warrant (shares) | 1 | ||||||
Warrant, exercise price ($ per share) | $ / shares | $ 11.50 | $ 11.50 | |||||
Warrants, contractual life | 5 years | ||||||
Redemption price per warrant ($ dollar per warrant) | $ / shares | $ 0.01 | ||||||
Shares issued upon exercise of warrants (shares) | 2,000,000 | 9,100,000 | 11,350,000 | ||||
Proceeds from exercise of warrants | $ | $ 27,800 | $ 27,844 | $ 0 | ||||
Warrant Activity [Roll Forward] | |||||||
Outstanding as of December 31, 2021 | 4,260,000 | 4,260,000 | |||||
Warrants Exercised | (1,993,000) | ||||||
Warrants Redeemed | (559,000) | ||||||
Outstanding as of June 30, 2022 | 1,708,000 | 4,260,000 | |||||
Public And Private Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issued upon exercise of warrants (shares) | 7,100,000 | ||||||
Proceeds from exercise of warrants | $ | $ 76,600 | ||||||
Warrant Activity [Roll Forward] | |||||||
Warrants, redemption date fair value ($ per share) | $ / shares | $ 2 | ||||||
Public Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued (shares) | 6,900,000 | 0 | 2,552,000 | ||||
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 | $ 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 | ||||||
Shares issued upon exercise of warrants (shares) | 2,000,000 | 6,400,000 | |||||
Warrants and rights unexercised and outstanding | $ | $ 600 | ||||||
Warrant Activity [Roll Forward] | |||||||
Outstanding as of December 31, 2021 | 2,552,000 | 2,552,000 | |||||
Warrants Exercised | (1,993,000) | ||||||
Warrants Redeemed | (559,000) | ||||||
Outstanding as of June 30, 2022 | 6,900,000 | 0 | 2,552,000 | ||||
Private Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued (shares) | 4,450,000 | 1,708,000 | 1,708,000 | ||||
Private placement warrant vesting period | 30 days | ||||||
Shares issued upon exercise of warrants (shares) | 2,700,000 | ||||||
Proceeds from exercise of warrants | $ | $ 104,400 | ||||||
Warrant Activity [Roll Forward] | |||||||
Outstanding as of December 31, 2021 | 1,708,000 | 1,708,000 | |||||
Warrants Exercised | 0 | ||||||
Warrants Redeemed | 0 | ||||||
Outstanding as of June 30, 2022 | 4,450,000 | 1,708,000 | 1,708,000 | ||||
Warrants, fair value ($ per share) | $ / shares | $ 0.99 |
PUBLIC AND PRIVATE WARRANTS - V
PUBLIC AND PRIVATE WARRANTS - Valuation Assumptions to Fair Value of Private Warrants (Details) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Current stock price | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 20.64 | |
Expected term (in years) | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 5.1 | |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0.670 | |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0.013 | |
Expected dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0 | |
Private Warrants | Current stock price | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 3.66 | |
Private Warrants | Strike price | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 11.50 | |
Private Warrants | Expected term (in years) | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input, term | 4 years 21 days | |
Private Warrants | Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0.690 | |
Private Warrants | Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0.030 | |
Private Warrants | Expected dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0 |
PUBLIC AND PRIVATE WARRANTS - F
PUBLIC AND PRIVATE WARRANTS - Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Warrant Liability [Roll Forward] | ||||
Fair value at beginning balance | $ 38,974 | |||
Change in fair value of warrants liabilities | $ (4,714) | $ 0 | (26,147) | $ 0 |
Warrants Exercised | (10,018) | |||
Warrants Redemption | (1,118) | |||
Fair value at ending balance | 1,691 | 1,691 | ||
Public Warrants | ||||
Warrant Liability [Roll Forward] | ||||
Fair value at beginning balance | 23,329 | |||
Change in fair value of warrants liabilities | (12,193) | |||
Warrants Exercised | (10,018) | |||
Warrants Redemption | (1,118) | |||
Fair value at ending balance | 0 | 0 | ||
Private Warrants | ||||
Warrant Liability [Roll Forward] | ||||
Fair value at beginning balance | 15,645 | |||
Change in fair value of warrants liabilities | (13,954) | |||
Warrants Exercised | 0 | |||
Warrants Redemption | 0 | |||
Fair value at ending balance | $ 1,691 | $ 1,691 |
CONTINGENT EARN-OUT AWARDS - Na
CONTINGENT EARN-OUT AWARDS - Narrative (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jan. 18, 2022 d shares | Jul. 22, 2021 USD ($) d tranche $ / shares shares | Jun. 30, 2022 USD ($) $ / shares | |
Reverse Recapitalization [Line Items] | |||
Earn-out (shares) | 23,500,000 | 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 | $ | $ 294,800 | ||
Contingent earn-out liability | $ | $ 231,600 | ||
Number of triggering events | d | 6 | ||
Earn out shares issued (shares) | 18,800,000 | ||
Common stock price ($ per share) | $ / shares | $ 12.89 | ||
Issuance of Earn-out Shares upon triggering events | $ | $ (242,429) | ||
Unvested RSUs | |||
Reverse Recapitalization [Line Items] | |||
Pro rate earnout shares issuable for holders | 4,700,000 | ||
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) | Dec. 31, 2021 |
Current stock price | |
Reverse Recapitalization [Line Items] | |
Derivative liability, measurement input | 20.64 |
Expected term (in years) | |
Reverse Recapitalization [Line Items] | |
Derivative liability, measurement input | 5.1 |
Expected volatility | |
Reverse Recapitalization [Line Items] | |
Derivative liability, measurement input | 0.670 |
Risk-free interest rate | |
Reverse Recapitalization [Line Items] | |
Derivative liability, measurement input | 0.013 |
Expected dividend yield | |
Reverse Recapitalization [Line Items] | |
Derivative liability, measurement input | 0 |
CONTINGENT EARN-OUT AWARDS - Ro
CONTINGENT EARN-OUT AWARDS - Rollforward of Contingent Earn-out Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance at beginning | $ 377,576 |
Reallocation of Earn-out Shares to earn-out liability upon forfeitures | 896 |
Change in fair value of earn-out liability | (136,043) |
Issuance of Earn-out Shares upon triggering events | (242,429) |
Balance at ending | $ 0 |
STOCK PLAN - Narrative (Details
STOCK PLAN - Narrative (Details) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||||
Feb. 12, 2022 shares | Feb. 01, 2022 shares | Jan. 18, 2022 event shares | Jul. 22, 2021 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 | Jun. 30, 2022 USD ($) purchase_period shares | Jun. 30, 2021 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock-based expense related to unvested options | $ | $ 2,400,000 | $ 2,400,000 | |||||||
Stock-based compensation expense | $ | $ 31,956,000 | $ 601,000 | $ 87,233,000 | $ 1,259,000 | |||||
Earn-out (shares) | 23,500,000 | 23,460,000 | |||||||
Exercisable (shares) | 27,779,000 | 27,779,000 | |||||||
Number of earnout triggers | event | 6 | ||||||||
Earn-out shares withheld for tax obligation (shares) | 2,000,000 | 2,000,000 | |||||||
ISOs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock-based expense, period for recognition | 1 year 6 months | ||||||||
PRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock-based expense, period for recognition | 1 year 8 months 12 days | ||||||||
Stock-based compensation expense | $ | $ 6,100,000 | ||||||||
Unrecognized stock-based expense, other than options | $ | $ 8,900,000 | $ 8,900,000 | |||||||
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 2 months 12 days | ||||||||
Unrecognized stock-based expense, other than options | $ | 410,400,000 | $ 410,400,000 | |||||||
Pro rate earnout shares issuable for holders | 4,700,000 | ||||||||
Earn-out shares issued (shares) | 2,700,000 | ||||||||
Earn-out shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock-based expense, other than options | $ | $ 27,600,000 | $ 27,600,000 | |||||||
2011 Stock Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for grant under the plan (shares) | 0 | ||||||||
Number of shares authorized under the plan (shares) | 67,800,000 | ||||||||
2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for grant under the plan (shares) | 24,200,000 | 1,000,000 | 1,000,000 | ||||||
Shares assumed under the plan (shares) | 2,100,000 | ||||||||
Shares available for grant under the plan, as percentage of shares outstanding at closing (percent) | 10% | ||||||||
Annual increase to shares available for grant under the plan as percentage of shares outstanding at prior year end (percent) | 5% | ||||||||
Offering period length under the plan | 24 months | ||||||||
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 | ||||||||
2021 ESPP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for grant under the plan (shares) | 7,300,000 | 9,300,000 | 9,300,000 | ||||||
Shares available for grant under the plan, as percentage of shares outstanding at closing (percent) | 3% | ||||||||
Annual increase to shares available for grant under the plan as percentage of shares outstanding at prior year end (percent) | 1% | ||||||||
Purchase price of common stock under the plan (percent) | 85% | ||||||||
Offering period length under the plan | 24 months | ||||||||
Maximum employee subscription rate as a percentage of eligible compensation under the plan (percent) | 15% | 15% | |||||||
Maximum number of shares per employee, per purchase period (in shares) | 3,000 | ||||||||
Maximum number of shares per employee, per offering period (in shares) | 12,000 | ||||||||
Maximum employee contribution amount | $ | $ 25,000 | ||||||||
Number of purchase periods | purchase_period | 4 | ||||||||
Purchase period | 6 months | ||||||||
Shares purchased during the period (in shares) | 400,000 | 400,000 | |||||||
Unrecognized stock-based expense, other than options | $ | $ 4,800,000 | $ 4,800,000 | |||||||
Compensation expense | $ | $ 2,400,000 | $ 5,300,000 | |||||||
Recognized remaining weighted average service period | 1 year 4 months 24 days | ||||||||
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) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Balance, beginning (shares) | 42,227 | |
Exercised (shares) | (773) | |
Expired or canceled (shares) | (5,614) | |
Balance, ending (shares) | 35,840 | 42,227 |
Exercisable (shares) | 27,779 | |
Weighted- Average Exercise Price Per Share | ||
Beginning balance ($ per share) | $ 0.63 | |
Exercised ($ per share) | 0.75 | |
Expired or canceled ($ per share) | 0.51 | |
Exercisable ($ per share) | 0.61 | |
Ending Balance ($ per share) | $ 0.65 | $ 0.63 |
Options outstanding, weighted-average remaining contractual term (in years) | 6 years 7 months 6 days | 6 years 10 months 24 days |
Options exercisable, weighted-average remaining contractual term (in years) | 6 years 3 months 18 days | |
Options outstanding, aggregate intrinsic value | $ 107,992 | $ 844,909 |
Options exercised, aggregate intrinsic value | 48,800 | |
Options exercisable, aggregate intrinsic value | $ 84,736 |
STOCK PLAN - RSU and PRSU Activ
STOCK PLAN - RSU and PRSU Activities (Details) - RSUs and PRSUs shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning balance (shares) | shares | 24,744 |
Granted (shares) | shares | 17,821 |
Vested (shares) | shares | (3,310) |
Canceled or forfeited (shares) | shares | (849) |
Ending balance (shares) | shares | 38,406 |
Weighted-Average Grant Date Fair Value | |
Outstanding, beginning, weighted-average grant date fair value ($ per share) | $ / shares | $ 17.70 |
Granted ($ per share) | $ / shares | 5.13 |
Vested ($ per share) | $ / shares | 16.50 |
Canceled or forfeited ($ per share) | $ / shares | 15.93 |
Outstanding, ending, weighted-average grant date fair value ($ per share) | $ / shares | $ 12.01 |
STOCK PLAN - Earn-out Shares Ac
STOCK PLAN - Earn-out Shares Activity (Details) - $ / shares | 6 Months Ended | |||
Feb. 01, 2022 | Jan. 18, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Weighted-Average Grant Date Fair Value | ||||
Earn-out shares withheld for tax obligation (shares) | 2,000,000 | 2,000,000 | ||
Earn-out shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||
Beginning balance (shares) | 4,700,000 | |||
Granted (shares) | 13,000 | |||
Canceled or forfeited (shares) | (61,000) | |||
Vested and canceled (shares) | (1,966,000) | |||
Vested and released (shares) | (2,686,000) | |||
Ending balance (shares) | 0 | |||
Weighted-Average Grant Date Fair Value | ||||
Outstanding, weighted-average grant date fair value ($ per share) | $ 12.64 | |||
Granted ($ per share) | $ 20.13 | |||
Forfeited or Canceled ($ per share) | 13.07 | |||
Vested and Canceled ($ per share) | 5.35 | |||
Vested and Released ($ per share) | $ 7.31 |
STOCK PLAN - Fair Value Assumpt
STOCK PLAN - Fair Value Assumptions, Options and Earn-out Shares (Details) - $ / shares | 1 Months Ended | 5 Months Ended | 6 Months Ended |
Jan. 18, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
2021 ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum (percent) | 34.40% | ||
Expected volatility, maximum (percent) | 47.40% | ||
Risk-free interest rate, minimum (percent) | 0.20% | ||
Risk-free interest rate, maximum (percent) | 2.70% | ||
Expected dividend yield (percent) | 0% | ||
2021 ESPP | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 months | ||
2021 ESPP | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 2 years | ||
Earn-out shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum (percent) | 40% | ||
Expected volatility, maximum (percent) | 67% | 67% | |
Risk-free interest rate, minimum (percent) | 0.80% | ||
Risk-free interest rate, maximum (percent) | 1.30% | 1.30% | |
Expected dividend yield (percent) | 0% | 0% | |
Earn-out shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Current stock price ($ per share) | $ 13.34 | $ 13.93 | |
Expected term | 5 years 1 month 6 days | 5 years 1 month 6 days | |
Earn-out shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Current stock price ($ per share) | $ 19.61 | $ 27.86 | |
Expected term | 5 years 6 months |
STOCK PLAN - Stock-based Compen
STOCK PLAN - Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | $ 31,956 | $ 601 | $ 87,233 | $ 1,259 |
Capitalized stock-based compensation | 2,843 | 112 | 8,663 | 194 |
Total stock-based compensation | 34,799 | 713 | 95,896 | 1,453 |
Costs of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | 1,098 | 37 | 2,907 | 62 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | 7,941 | 96 | 20,884 | 234 |
Selling, general, and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | $ 22,917 | $ 468 | $ 63,442 | $ 963 |
NET INCOME (LOSS) PER SHARE A_3
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | 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 | $ | $ (64,634) | $ 71,904 | $ (6,209) | $ (2,872) | $ 7,270 | $ (9,081) | ||
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (shares) | 283,405 | 41,348 | 279,289 | 40,490 | ||||
Basic net income (loss) per share attributable to common stockholders ($ per share) | $ / shares | $ (0.23) | $ (0.15) | $ 0.03 | $ (0.22) | ||||
Denominator: | ||||||||
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (shares) | 283,405 | 41,348 | 279,289 | 40,490 | ||||
Weighted average effect of dilutive potential common stock | 0 | 0 | 34,545 | 0 | ||||
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (shares) | 283,405 | 41,348 | 313,834 | 40,490 | ||||
Diluted net income (loss) per share attributable to common stockholders ($ per share) | $ / shares | $ (0.23) | $ (0.15) | $ 0.02 | $ (0.22) |
NET INCOME (LOSS) PER SHARE A_4
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common stock equivalents | 78,179 | 176,905 | 43,071 | 176,905 |
Private warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common stock equivalents | 1,708 | 0 | 1,708 | 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 | 0 | 126,409 |
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 | 0 | 1,081 |
Common stock options outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common stock equivalents | 35,840 | 45,630 | 2,069 | 45,630 |
Unvested RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common stock equivalents | 38,406 | 3,785 | 37,632 | 3,785 |
ESPP Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common stock equivalents | 2,225 | 0 | 1,662 | 0 |
EMPLOYEE BENEFITS PLANS (Detail
EMPLOYEE BENEFITS PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Pension Plan | United Kingdom | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Discretionary matching contribution | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | Jul. 07, 2022 USD ($) |
Subsequent Event | VHT Inc | |
Subsequent Event [Line Items] | |
Total Consideration | $ 23 |