As filed with the Securities and Exchange Commission on March 8, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
VELODYNE LIDAR, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 83-1138508 |
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
Velodyne Lidar, Inc.
5521 Hellyer Avenue
San Jose, California 95138
(Address of Principal Executive Offices)
VELODYNE LIDAR, INC. 2020 EQUITY INCENTIVE PLAN
VELODYNE LIDAR, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
Anand Gopalan
Chief Executive Officer
5521 Hellyer Avenue
San Jose, California 95138
(Name and address of agent for service)
(415) 742-8199
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Jeffrey R. Vetter Colin G. Conklin Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 550 Allerton Street Redwood City, California 94063 Tel: (650) 321-2400 |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x | ||||
Non-accelerated filer | ¨ | Smaller reporting company | x | ||||
Emerging growth company | x | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ¨.
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
Amount to be Registered(1)
|
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
||||
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Velodyne Lidar, Inc. 2020 Equity Incentive Plan | 36,738,678(2) | $12.49(4) | $458,866,088.22 | $50,062.29 | ||||
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Velodyne Lidar, Inc. 2020 Employee Stock Purchase Plan | 5,293,055(3) | $10.62(5) | $56,212,244.00 | $6,132.76 | ||||
TOTAL | 42,031,733 | $515,078,332.30 | $56,195.05 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock. |
(2) | Represents 36,738,678 shares of Common Stock issued, issuable or reserved for issuance pursuant to the grant of awards under the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”). In general, to the extent that any awards under the 2020 Equity Incentive Plan are forfeited, cancelled or expire for any reason before being exercised or settled in full, if any awards are settled in cash or if shares issued under the 2020 Equity Incentive Plan are reacquired by the Registrant pursuant to a forfeiture provision, repurchase right or for any other reason, those shares will again become available for issuance under the 2020 Equity Incentive Plan, as will shares applied to pay the exercise or purchase price of an award or to satisfy tax withholding obligations related to any award. |
(3) | Represents 5,293,055 shares of Common Stock reserved for issuance under the Velodyne Lidar, Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP”). |
(4) | Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the shares of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on March 5, 2021. |
(5) | Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of the average of the high and low prices of the shares of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on March 5, 2021. Pursuant to the 2020 ESPP, the purchase price of shares of Common Stock will be at least 85% of the lower of the fair market value of the shares of Common Stock on the first trading day of the offering period or on the purchase date. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* | In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration Statement. The documents containing the information specified in Part I will be delivered to the participants in the Plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. |
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the SEC are hereby incorporated by reference in this Registration Statement:
· | our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 10, 2020; |
· | our Quarterly Report on Form 10-Q for the quarters ended March 31, 2020, filed with the SEC on May 11, 2020, June 30, 2020, filed with the SEC on August 10, 2020, and September 30, 2020, filed with the SEC on November 9, 2020; |
· | our Current Reports on Form 8-K filed with the SEC on April 16, 2020, July 6, 2020, July 23, 2020, August 6, 2020, August 21, 2020, September 15, 2020 (with respect to Item 3.01), September 25, 2020, September 29, 2020 (with respect to Item 5.07), October 5, 2020, January 13, 2021 and January 22, 2021, February 18, 2021, February 22, 2021, February 25, 2021, March 2, 2021 and March 4, 2021 (in each case, excluding “furnished” and not “filed” information); and |
· | the description of the Registrant’s Common Stock which is contained in a Registration Statement on Form 8-A12B filed on September 29, 2020, including any amendment or report filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.
II-1 |
As permitted by the Delaware General Corporation Law, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions relating to the limitation of liability and indemnification of directors and officers. The amended and restated certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability:
• | for any breach of the director’s duty of loyalty to us or our stockholders; |
• | for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
• | in respect of unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or |
• | for any transaction from which the director derives any improper personal benefit. |
Our amended and restated certificate of incorporation also provides that if Delaware law is amended after the approval by our stockholders of the certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law.
Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with their service for or on our behalf. Our amended and restated bylaws provide that we shall advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding, and permit us to secure insurance on behalf of any director, officer, employee, or other enterprise agent for any liability arising out of his action in that capacity, whether or not Delaware law would otherwise permit indemnification.
We have entered into indemnification agreements with each of our directors and executive officers and intend to enter into indemnification agreements with certain other key employees. The form of agreement provides that we will indemnify each of our directors, executive officers and such other key employees against any and all expenses incurred by that director, executive officer, or other key employee because of his status as one of our directors, executive officers or other key employees, to the fullest extent permitted by Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws. In addition, the form agreement provides that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors, executive officers and other key employees in connection with a legal proceeding.
We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Exchange Act that might be incurred by any director or officer in his capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2 |
Item 8. Exhibits.
EXHIBIT INDEX
_____________________
* | Filed herewith. |
Item 9. Undertakings.
A. | The undersigned registrant hereby undertakes: |
1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
i. To include any prospectus required by Section 10(a)(3) of the Securities Act;
ii. To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
iii. To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
II-3 |
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
2. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 8th day of March, 2021.
VELODYNE LIDAR, INC. | ||
By: | /s/ Anand Gopalan | |
Anand Gopalan | ||
Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Anand Gopalan and Andrew Dunn Hamer and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post- effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Anand Gopalan Anand Gopalan |
Chief Executive Officer and Director (Principal Executive Officer) |
March 8, 2021 | ||
/s/ Andrew Hamer Andrew Hamer |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
March 8, 2021 | ||
/s/ Joseph B. Culkin Joseph B. Culkin |
Chairman and Director | March 8, 2021 | ||
/s/ Michael E. Dee Michael E. Dee |
Director | March 8, 2021 | ||
Director | March 8, 2021 | |||
Marta Thoma Hall |
Name | Title | Date | ||
/s/ Barbara Samardzich Barbara Samardzich |
Director |
March 8, 2021 |
||
/s/ Christopher Thomas Christopher Thomas |
Director | March 8, 2021 | ||
/s/ Hamid Zarringhalam Hamid Zarringhalam |
Director |
March 8, 2021 |
Exhibit 5.1
March 8, 2021
Velodyne Lidar, Inc.
5521 Hellyer Avenue
San Jose, CA 95138
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”) to be filed by Velodyne Lidar, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 42,031,733 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), that are subject to issuance by the Company (i) upon the exercise or settlement of awards granted or to be granted under the Company’s 2020 Equity Incentive Plan and (ii) upon the exercise of purchase rights to acquire shares of common stock granted or to be granted under the Company’s 2020 Employee Stock Purchase Plan. The Company’s 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan are collectively referred to in this letter as the “Plans.”
In connection with this opinion, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans. We have also examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
Based upon and subject to the foregoing and the other matters set forth herein, we advise you that, in our opinion, when the Shares have been issued and sold by the Company pursuant to the applicable provisions of the Plans and pursuant to the agreements which accompany the Plans, and in accordance with the Registration Statement, such Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely, | |
/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP |
|
GUNDERSON DETTMER STOUGH | |
VILLENEUVE FRANKLIN & HACHIGIAN, LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 10, 2020 (which includes an explanatory paragraph relating to Graf Industrial Corp.’s ability to continue as a going concern), relating to the balance sheets of Graf Industrial Corp. as of December 31, 2019 and 2018, and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) to December 31, 2018, appearing in the entity’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
/s/ WithumSmith+Brown, PC |
New York, New York |
March 5, 2021 |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Velodyne Lidar, Inc.
We consent to the use of our report dated April 15, 2020, except for Notes 1, 8, and 9, as to which the date is January 25, 2021, with respect to the consolidated balance sheets of Velodyne Lidar, Inc. as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes, included herein as Exhibit 99.3.
/s/ KPMG LLP
Santa Clara, California
March 5, 2021
| | |
Page
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Consolidated Financial Statements | | | |||||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Assets
|
| | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 60,004 | | | | | $ | 23,904 | | |
Short-term investments
|
| | | | 2,199 | | | | | | 35,487 | | |
Accounts receivable, net
|
| | | | 11,863 | | | | | | 21,545 | | |
Inventories, net
|
| | | | 14,987 | | | | | | 9,384 | | |
Notes receivable from stockholders
|
| | | | — | | | | | | 3,512 | | |
Prepaid and other current assets
|
| | | | 12,918 | | | | | | 7,411 | | |
Total current assets
|
| | | | 101,971 | | | | | | 101,243 | | |
Property, plant and equipment, net
|
| | | | 26,278 | | | | | | 28,926 | | |
Goodwill
|
| | | | 1,189 | | | | | | — | | |
Intangible assets, net
|
| | | | 982 | | | | | | — | | |
Other assets
|
| | | | 5,755 | | | | | | 11,591 | | |
Total assets
|
| | | $ | 136,175 | | | | | $ | 141,760 | | |
Liabilities and Stockholders’ Equity
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 6,923 | | | | | $ | 7,089 | | |
Accrued expense and other current liabilities
|
| | | | 31,160 | | | | | | 17,443 | | |
Contract liabilities
|
| | | | 18,261 | | | | | | 20,359 | | |
Total current liabilities
|
| | | | 56,344 | | | | | | 44,891 | | |
Long-term tax liabilities
|
| | | | 1,360 | | | | | | 1,580 | | |
Other long-term liabilities
|
| | | | 2,225 | | | | | | 1,674 | | |
Total liabilities
|
| | | | 59,929 | | | | | | 48,145 | | |
Commitments and contingencies (Note 12) | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 25,000,000 shares authorized, zero shares issued and outstanding
|
| | | | — | | | | | | — | | |
Common stock, $0.0001 par value; 2,250,000,000 shares authorized; 137,911,975 and 133,033,927 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively
|
| | | | 14 | | | | | | 13 | | |
Additional paid-in capital
|
| | | | 240,464 | | | | | | 190,540 | | |
Accumulated other comprehensive loss
|
| | | | (216) | | | | | | (148) | | |
Accumulated deficit
|
| | | | (164,016) | | | | | | (96,790) | | |
Total stockholders’ equity
|
| | | | 76,246 | | | | | | 93,615 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 136,175 | | | | | $ | 141,760 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Revenue: | | | | | | | | | | | | | | | | | | | |
Product
|
| | | $ | 81,424 | | | | | $ | 132,933 | | | | | $ | 174,928 | | |
License and services
|
| | | | 19,974 | | | | | | 10,013 | | | | | | 7,162 | | |
Total revenue
|
| | | | 101,398 | | | | | | 142,946 | | | | | | 182,090 | | |
Cost of revenue: | | | | | | | | | | | | | | | | | | | |
Product
|
| | | | 69,903 | | | | | | 111,081 | | | | | | 101,422 | | |
License and services
|
| | | | 1,727 | | | | | | 985 | | | | | | 291 | | |
Total cost of revenue
|
| | | | 71,630 | | | | | | 112,066 | | | | | | 101,713 | | |
Gross profit
|
| | | | 29,768 | | | | | | 30,880 | | | | | | 80,377 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | 56,850 | | | | | | 51,993 | | | | | | 31,610 | | |
Sales and marketing
|
| | | | 21,873 | | | | | | 22,137 | | | | | | 13,956 | | |
General and administrative
|
| | | | 20,058 | | | | | | 12,902 | | | | | | 9,978 | | |
Total operating expenses
|
| | | | 98,781 | | | | | | 87,032 | | | | | | 55,544 | | |
Operating income (loss)
|
| | | | (69,013) | | | | | | (56,152) | | | | | | 24,833 | | |
Interest income
|
| | | | 1,146 | | | | | | 630 | | | | | | 489 | | |
Interest expense
|
| | | | (77) | | | | | | (14) | | | | | | — | | |
Other income (expense), net
|
| | | | 35 | | | | | | (136) | | | | | | 249 | | |
Income (loss) before income taxes
|
| | | | (67,909) | | | | | | (55,672) | | | | | | 25,571 | | |
Provision for (benefit from) income taxes
|
| | | | (683) | | | | | | 6,628 | | | | | | 9,810 | | |
Net income (loss)
|
| | | $ | (67,226) | | | | | $ | (62,300) | | | | | $ | 15,761 | | |
Net income (loss) attributable to common stockholders: | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | (67,226) | | | | | $ | (62,300) | | | | | $ | 15,241 | | |
Diluted
|
| | | $ | (67,226) | | | | | $ | (62,300) | | | | | $ | 15,268 | | |
Net income (loss) per share attributable to common stockholders:
|
| | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | (0.50) | | | | | $ | (0.48) | | | | | $ | 0.12 | | |
Diluted
|
| | | $ | (0.50) | | | | | $ | (0.48) | | | | | $ | 0.11 | | |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders
|
| | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 133,942,714 | | | | | | 129,948,023 | | | | | | 128,373,783 | | |
Diluted
|
| | | | 133,942,714 | | | | | | 129,948,023 | | | | | | 135,583,121 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Net income (loss)
|
| | | $ | (67,226) | | | | | $ | (62,300) | | | | | $ | 15,761 | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | | | |
Changes in unrealized gain on available for sale securities
|
| | | | 17 | | | | | | 10 | | | | | | 66 | | |
Foreign currency translation adjustments
|
| | | | (85) | | | | | | (128) | | | | | | (1) | | |
Total other comprehensive income (loss), net of tax
|
| | | | (68) | | | | | | (118) | | | | | | 65 | | |
Comprehensive income (loss)
|
| | | $ | (67,294) | | | | | $ | (62,418) | | | | | $ | 15,826 | | |
| | |
Series A Convertible
Preferred Stock |
| |
Series B Convertible
Preferred Stock |
| |
Series B-1 Convertible
Preferred Stock |
| |
Common Stock
(Pre-Combination) |
| |
Common Stock
(Post-Combination) |
| |
Additional
Paid in Capital |
| |
Accumulated
Other Comprehensive Loss |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2016, as previously reported
|
| | | | 8,772,852 | | | | | $ | 1 | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | 34,325,728 | | | | | $ | 3 | | | | | | — | | | | | $ | — | | | | | $ | 143,291 | | | | | $ | (95) | | | | | $ | (47,781) | | | | | $ | 95,419 | | |
Retroactive application of the recapitalization
|
| | | | (8,772,852) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (34,325,728) | | | | | | (3) | | | | | | 128,373,764 | | | | | | 13 | | | | | | (9) | | | | | | — | | | | | | — | | | | | | — | | |
Balance at December 31, 2016, as
adjusted |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 128,373,764 | | | | | | 13 | | | | | | 143,282 | | | | | | (95) | | | | | | (47,781) | | | | | | 95,419 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 234 | | | | | | — | | | | | | — | | | | | | 234 | | |
Other comprehensive income, net of tax
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 65 | | | | | | — | | | | | | 65 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,761 | | | | | | 15,761 | | |
Balance at December 31, 2017, as
adjusted |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 128,373,764 | | | | | | 13 | | | | | | 143,516 | | | | | | (30) | | | | | | (32,020) | | | | | | 111,479 | | |
Issuance of Series B convertible preferred stock on September 4, 2018, net of issuance cost of $3,182
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,878,048 | | | | | | — | | | | | | 46,817 | | | | | | — | | | | | | — | | | | | | 46,817 | | |
Repurchase of common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (217,885) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,659) | | | | | | (2,659) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 207 | | | | | | — | | | | | | — | | | | | | 207 | | |
Other comprehensive loss, net of tax
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (118) | | | | | | — | | | | | | (118) | | |
Cumulative effect of changes in accounting policy
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 189 | | | | | | 189 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (62,300) | | | | | | (62,300) | | |
Balance at December 31, 2018, as
adjusted |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 133,033,927 | | | | | | 13 | | | | | | 190,540 | | | | | | (148) | | | | | | (96,790) | | | | | | 93,615 | | |
Issuance of Series B-1 convertible preferred stock on October 26, 2019, net of issuance cost of $210
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,878,048 | | | | | | 1 | | | | | | 49,789 | | | | | | — | | | | | | — | | | | | | 49,790 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 135 | | | | | | — | | | | | | — | | | | | | 135 | | |
Other comprehensive loss, net of tax
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (68) | | | | | | — | | | | | | (68) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (67,226) | | | | | | (67,226) | | |
Balance at December 31, 2019, as
adjusted |
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | 137,911,975 | | | | | $ | 14 | | | | | $ | 240,464 | | | | | $ | (216) | | | | | $ | (164,016) | | | | | $ | 76,246 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | (67,226) | | | | | $ | (62,300) | | | | | $ | 15,761 | | |
Adjustments to reconcile net income (loss) to cash used in operating activities:
|
| | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 7,993 | | | | | | 6,791 | | | | | | 3,325 | | |
Stock-based compensation
|
| | | | 135 | | | | | | 207 | | | | | | 234 | | |
Provision for doubtful accounts
|
| | | | 110 | | | | | | 77 | | | | | | 296 | | |
Deferred income taxes
|
| | | | (1,941) | | | | | | 5,845 | | | | | | 1,022 | | |
Other
|
| | | | (358) | | | | | | (65) | | | | | | 221 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | |
Accounts receivable, net
|
| | | | 9,573 | | | | | | 2,446 | | | | | | (15,116) | | |
Inventories, net
|
| | | | (850) | | | | | | 21,280 | | | | | | (32,713) | | |
Prepaid and other current assets
|
| | | | (3,602) | | | | | | (1,325) | | | | | | (3,370) | | |
Contract assets
|
| | | | 38 | | | | | | (38) | | | | | | — | | |
Other assets
|
| | | | 1,080 | | | | | | (939) | | | | | | (1,251) | | |
Accounts payable
|
| | | | (45) | | | | | | (4,391) | | | | | | 7,519 | | |
Accrued expenses and other liabilities
|
| | | | 13,609 | | | | | | (2,356) | | | | | | 16,472 | | |
Contract liabilities
|
| | | | (1,746) | | | | | | 4,265 | | | | | | (4,984) | | |
Net cash provided by (used in) operating activities
|
| | | | (43,230) | | | | | | (30,503) | | | | | | (12,584) | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Purchase of property, plant and equipment
|
| | | | (5,225) | | | | | | (6,886) | | | | | | (18,140) | | |
Proceeds from sales of short-term investments
|
| | | | 8,903 | | | | | | 7,993 | | | | | | 21,066 | | |
Proceeds from maturities of short-term investments
|
| | | | 53,650 | | | | | | 12,777 | | | | | | 24,900 | | |
Purchase of short-term investments
|
| | | | (28,823) | | | | | | (35,331) | | | | | | — | | |
Considerations paid for acquisition
|
| | | | (2,473) | | | | | | — | | | | | | — | | |
Proceeds from repayment of stockholder notes
|
| | | | 3,512 | | | | | | — | | | | | | — | | |
Proceeds from cancellation of (investment in) corporate-owned life insurance policies
|
| | | | — | | | | | | 2,064 | | | | | | (2,069) | | |
Net cash provided by (used in) investing activities
|
| | | | 29,544 | | | | | | (19,383) | | | | | | 25,757 | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of preferred stock, net of issuance costs
|
| | | | 49,790 | | | | | | 46,658 | | | | | | — | | |
Repurchase of common stock
|
| | | | — | | | | | | (2,500) | | | | | | — | | |
Net cash provided by (used in) financing activities
|
| | | | 49,790 | | | | | | 44,158 | | | | | | — | | |
Effect of exchange rate fluctuations on cash and cash equivalents
|
| | | | (4) | | | | | | (128) | | | | | | (1) | | |
Net increase (decrease) in cash and cash equivalents
|
| | | | 36,100 | | | | | | (5,856) | | | | | | 13,172 | | |
Beginning cash and cash equivalents
|
| | | | 23,904 | | | | | | 29,760 | | | | | | 16,588 | | |
Ending cash and cash equivalents
|
| | | $ | 60,004 | | | | | $ | 23,904 | | | | | $ | 29,760 | | |
Supplemental disclosures of cash flow information: | | | | | | | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 77 | | | | | $ | 14 | | | | | $ | — | | |
Cash paid for (received from) income taxes, net
|
| | | | 545 | | | | | | 2,412 | | | | | | 8,450 | | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | | | | | | | | | | |
Changes in accrued purchases of property, plant and equipment
|
| | | $ | (115) | | | | | $ | (417) | | | | | $ | 478 | | |
| | | | | | |
Year Ended December 31,
|
| |||||||||||||||
| | | | | | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | | |
Beginning balance
|
| | | $ | 357 | | | | | $ | 387 | | | | | $ | 94 | | |
| | | |
Charged to costs and expenses
|
| | | | 110 | | | | | | 77 | | | | | | 296 | | |
| | | |
Uncollectible accounts written off, net of recoveries
|
| | | | — | | | | | | (107) | | | | | | (3) | | |
| | | |
Ending balance
|
| | | $ | 467 | | | | | $ | 357 | | | | | $ | 387 | | |
| | | | | | |
Year Ended December 31,
|
| |||||||||||||||
| | | | | | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | | |
Balance as of the beginning of the period
|
| | | $ | 3,531 | | | | | $ | 1,317 | | | | | $ | 254 | | |
| | | |
Warranty provision
|
| | | | 6,531 | | | | | | 5,469 | | | | | | 2,341 | | |
| | | |
Consumption
|
| | | | (4,939) | | | | | | (4,055) | | | | | | (1,011) | | |
| | | |
Changes in provision estimates
|
| | | | (801) | | | | | | 800 | | | | | | (267) | | |
| | | |
Balance as of the end of the period
|
| | | $ | 4,322 | | | | | $ | 3,531 | | | | | $ | 1,317 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||||||||||||||
| | |
Revenue
|
| |
% of Revenue
|
| |
Revenue
|
| |
% of Revenue
|
| |
Revenue
|
| |
% of Revenue
|
| ||||||||||||||||||
Revenue by geography: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
North America
|
| | | $ | 49,634 | | | | | | 49% | | | | | $ | 84,541 | | | | | | 59% | | | | | $ | 139,005 | | | | | | 76% | | |
Asia Pacific
|
| | | | 28,791 | | | | | | 28% | | | | | | 39,770 | | | | | | 28% | | | | | | 26,562 | | | | | | 15% | | |
Europe, Middle East and Africa
|
| | | | 22,973 | | | | | | 23% | | | | | | 18,635 | | | | | | 13% | | | | | | 16,523 | | | | | | 9% | | |
Total
|
| | | $ | 101,398 | | | | | | 100% | | | | | $ | 142,946 | | | | | | 100% | | | | | $ | 182,090 | | | | | | 100% | | |
Revenue by products and services:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Products
|
| | | $ | 81,424 | | | | | | 80% | | | | | $ | 132,933 | | | | | | 93% | | | | | $ | 179,928 | | | | | | 99% | | |
License and services
|
| | | | 19,974 | | | | | | 20% | | | | | | 10,013 | | | | | | 7% | | | | | | 2,162 | | | | | | 1% | | |
Total
|
| | | $ | 101,398 | | | | | | 100% | | | | | $ | 142,946 | | | | | | 100% | | | | | $ | 182,090 | | | | | | 100% | | |
Revenue by timing of recognition:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Goods transferred at a point in time
|
| | | $ | 92,890 | | | | | | 92% | | | | | $ | 139,852 | | | | | | 98% | | | | | | | | | | | | | | |
Goods and services transferred over time
|
| | | | 8,508 | | | | | | 8% | | | | | | 3,094 | | | | | | 2% | | | | | | | | | | | | | | |
Total
|
| | | $ | 101,398 | | | | | | 100% | | | | | $ | 142,946 | | | | | | 100% | | | | | | | | | | | | | | |
| | | | | | |
December 31,
|
| |||||||||
| | | | | | |
2019
|
| |
2018
|
| ||||||
| | | | Contract liabilities, current | | | | | | | | | | | | | |
| | | |
Deferred revenue, current
|
| | | $ | 926 | | | | | $ | 812 | | |
| | | |
Customer advance payment
|
| | | | 11,252 | | | | | | 13,464 | | |
| | | |
Customer deposit
|
| | | | 6,083 | | | | | | 6,083 | | |
| | | |
Total
|
| | | | 18,261 | | | | | | 20,359 | | |
| | | | Contract liabilities, long-term | | | | | | | | | | | | | |
| | | |
Deferred revenue, long-term
|
| | | | 903 | | | | | | 552 | | |
| | | |
Total contract liabilities
|
| | | $ | 19,164 | | | | | $ | 20,911 | | |
| | | | | | |
Year Ended December 31,
|
| |||||||||
| | | | | | |
2019
|
| |
2018
|
| ||||||
| | | | Contract liabilities: | | | | | | | | | | | | | |
| | | |
Beginning balance
|
| | | $ | 20,911 | | | | | $ | 16,835 | | |
| | | |
Impact of ASC 606 adoption
|
| | | | — | | | | | | (256) | | |
| | | |
Revenue recognized that was included in the contract liabilities beginning balance
|
| | | | (3,149) | | | | | | (7,393) | | |
| | | |
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period
|
| | | | 1,402 | | | | | | 11,725 | | |
| | | |
Ending balance
|
| | | $ | 19,164 | | | | | $ | 20,911 | | |
| | |
December 31, 2019
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Cash equivalents: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market fund
|
| | | $ | 44,669 | | | | | $ | — | | | | | $ | — | | | | | $ | 44,669 | | |
Total cash equivalents
|
| | | | 44,669 | | | | | | — | | | | | | — | | | | | | 44,669 | | |
Short-term investments: | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial paper
|
| | | | — | | | | | | 1,099 | | | | | | — | | | | | | 1,099 | | |
Corporate debt securities
|
| | | | — | | | | | | 1,100 | | | | | | — | | | | | | 1,100 | | |
Total short-term investments
|
| | | | — | | | | | | 2,199 | | | | | | — | | | | | | 2,199 | | |
Total assets measured at fair value
|
| | | $ | 44,669 | | | | | $ | 2,199 | | | | | $ | — | | | | | $ | 46,868 | | |
| | |
December 31, 2018
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Cash equivalents: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market fund
|
| | | $ | 6,838 | | | | | $ | — | | | | | $ | — | | | | | $ | 6,838 | | |
Commercial paper
|
| | | | — | | | | | | 1,494 | | | | | | — | | | | | | 1,494 | | |
Securities sold under agreements to repurchase
|
| | | | — | | | | | | 8,000 | | | | | | — | | | | | | 8,000 | | |
Total cash equivalents
|
| | | | 6,838 | | | | | | 9,494 | | | | | | — | | | | | | 16,332 | | |
Short-term investments: | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial paper
|
| | | | — | | | | | | 20,809 | | | | | | — | | | | | | 20,809 | | |
Corporate debt securities
|
| | | | — | | | | | | 9,217 | | | | | | — | | | | | | 9,217 | | |
U.S. government and agency securities
|
| | | | 2,487 | | | | | | — | | | | | | — | | | | | | 2,487 | | |
Asset backed securities
|
| | | | — | | | | | | 2,974 | | | | | | — | | | | | | 2,974 | | |
Total short-term investments
|
| | | | 2,487 | | | | | | 33,000 | | | | | | — | | | | | | 35,487 | | |
Total assets measured at fair value
|
| | | $ | 9,325 | | | | | $ | 42,494 | | | | | $ | — | | | | | $ | 51,819 | | |
| | | | | | |
December 31,
|
| |||||||||
| | | | | | |
2019
|
| |
2018
|
| ||||||
| | | |
Raw materials
|
| | | $ | 12,374 | | | | | $ | 14,981 | | |
| | | |
Work-in-process
|
| | | | 1,748 | | | | | | 2,414 | | |
| | | |
Finished goods
|
| | | | 5,629 | | | | | | 1,506 | | |
| | | |
Total inventories
|
| | | | 19,751 | | | | | | 18,901 | | |
| | | |
Less inventories not deemed to be current, included in other assets
|
| | | | 4,764 | | | | | | 9,517 | | |
| | | |
Inventories, included in current assets
|
| | | $ | 14,987 | | | | | $ | 9,384 | | |
| | | | | | |
December 31,
|
| |||||||||
| | | | | | |
2019
|
| |
2018
|
| ||||||
| | | |
Prepaid expenses and deposits
|
| | | $ | 3,045 | | | | | $ | 3,031 | | |
| | | |
Due from contract manufacturers and vendors
|
| | | | 4,068 | | | | | | 3,324 | | |
| | | |
Prepaid taxes
|
| | | | 2,122 | | | | | | 572 | | |
| | | |
Other
|
| | | | 3,683 | | | | | | 484 | | |
| | | |
Total prepaid and other current assets
|
| | | $ | 12,918 | | | | | $ | 7,411 | | |
| | | | | | |
December 31,
|
| |||||||||
| | | | | | |
2019
|
| |
2018
|
| ||||||
| | | |
Land
|
| | | $ | 2,340 | | | | | $ | 2,340 | | |
| | | |
Building
|
| | | | 3,142 | | | | | | 3,142 | | |
| | | |
Machinery and equipment
|
| | | | 30,082 | | | | | | 26,386 | | |
| | | |
Building improvements
|
| | | | 4,194 | | | | | | 4,194 | | |
| | | |
Leasehold improvements
|
| | | | 5,581 | | | | | | 4,376 | | |
| | | |
Furniture and fixtures
|
| | | | 1,431 | | | | | | 1,254 | | |
| | | |
Vehicles
|
| | | | 759 | | | | | | 416 | | |
| | | |
Software
|
| | | | 1,343 | | | | | | 1,155 | | |
| | | |
Assets under construction
|
| | | | 170 | | | | | | 1,093 | | |
| | | | | | | | | 49,042 | | | | | | 44,356 | | |
| | | |
Less: accumulated depreciation and amortization
|
| | | | (22,764) | | | | | | (15,430) | | |
| | | |
Property, plant and equipment, net
|
| | | $ | 26,278 | | | | | $ | 28,926 | | |
| | | | | | |
December 31,
|
| |||||||||
| | | | | | |
2019
|
| |
2018
|
| ||||||
| | | |
Accrued payroll expenses
|
| | | $ | 10,537 | | | | | $ | 9,335 | | |
| | | |
Accrued manufacturing costs
|
| | | | 3,344 | | | | | | 444 | | |
| | | |
Accrued professional and consulting fees
|
| | | | 5,572 | | | | | | 1,504 | | |
| | | |
Accrued warranty costs
|
| | | | 4,322 | | | | | | 3,531 | | |
| | | |
Accrued taxes
|
| | | | 944 | | | | | | 950 | | |
| | | |
Refund liabilities
|
| | | | 4,878 | | | | | | — | | |
| | | |
Other
|
| | | | 1,563 | | | | | | 1,679 | | |
| | | |
Total accrued expense and other current liabilities
|
| | | $ | 31,160 | | | | | $ | 17,443 | | |
| | | |
Assets Acquired
|
| |
Amount
|
| |||
| | | |
Developed technology
|
| | | $ | 1,140 | | |
| | | |
Property and equipment
|
| | | | 144 | | |
| | | |
Goodwill
|
| | | | 1,189 | | |
| | | |
Total purchase price
|
| | | $ | 2,473 | | |
| | | | | | |
December 31,
|
| |||||||||
| | | | | | |
2019
|
| |
2018
|
| ||||||
| | | |
Foreign currency translation loss
|
| | | $ | (216) | | | | | $ | (131) | | |
| | | |
Unrealized loss on investments
|
| | | | — | | | | | | (17) | | |
| | | |
Total accumulated other comprehensive loss
|
| | | $ | (216) | | | | | $ | (148) | | |
| | |
Pre-Combination
Common/Preferred Shares |
| |
Conversion
Ratio |
| |
Common Stock
Shares |
| |||||||||
As of December 31, 2019: | | | | | | | | | | | | | | | | | | | |
Common stock (pre-combination)
|
| | | | 34,252,578 | | | | | | 2.9786 | | | | | | 102,024,991 | | |
Series A Convertible Preferred Stock (pre-combination)
|
| | | | 8,772,852 | | | | | | 2.9786 | | | | | | 26,130,888 | | |
Series B Convertible Preferred Stock (pre-combination)
|
| | | | 1,375,440 | | | | | | 3.5465 | | | | | | 4,878,048 | | |
Series B-1 Convertible Preferred Stock (pre-combination)
|
| | | | 1,375,440 | | | | | | 3.5465 | | | | | | 4,878,048 | | |
Total
|
| | | | 45,776,310 | | | | | | | | | | | | 137,911,975 | | |
As of December 31, 2018: | | | | | | | | | | | | | | | | | | | |
Common stock (pre-combination)
|
| | | | 34,252,578 | | | | | | 2.9786 | | | | | | 102,024,991 | | |
Series A Convertible Preferred Stock (pre-combination)
|
| | | | 8,772,852 | | | | | | 2.9786 | | | | | | 26,130,888 | | |
Series B Convertible Preferred Stock (pre-combination)
|
| | | | 1,375,440 | | | | | | 3.5465 | | | | | | 4,878,048 | | |
Series B-1 Convertible Preferred Stock (pre-combination)
|
| | | | — | | | | | | 3.5465 | | | | | | — | | |
Total
|
| | | | 44,400,870 | | | | | | | | | | | | 133,033,927 | | |
| | | | | | |
Pre-Combination
Shares |
| |
Conversion
Ratio |
| |
Adjusted Shares
|
| |||||||||
| | | | As of December 31, 2019: | | | | | | | | | | | | | | | | | | | |
| | | |
Option
|
| | | | 53,333 | | | | | | 2.9378 | | | | | | 156,683 | | |
| | | |
RSA
|
| | | | 1,404,557 | | | | | | 2.9786 | | | | | | 4,183,625 | | |
| | | |
RSU
|
| | | | 3,247,352 | | | | | | 2.9378 | | | | | | 9,540,145 | | |
| | | | As of December 31, 2018: | | | | | | | | | | | | | | | | | | | |
| | | |
Option
|
| | | | 2,603,333 | | | | | | 2.9378 | | | | | | 7,648,131 | | |
| | | |
RSA
|
| | | | 1,404,557 | | | | | | 2.9786 | | | | | | 4,183,625 | | |
| | | |
RSU
|
| | | | 2,186,915 | | | | | | 2.9378 | | | | | | 6,424,769 | | |
| | | | As of December 31, 2017: | | | | | | | | | | | | | | | | | | | |
| | | |
Option
|
| | | | 2,603,333 | | | | | | 2.9378 | | | | | | 7,648,131 | | |
| | | |
RSA
|
| | | | 1,404,557 | | | | | | 2.9786 | | | | | | 4,183,625 | | |
| | | |
RSU
|
| | | | 1,670,669 | | | | | | 2.9378 | | | | | | 4,908,130 | | |
| | | | | | |
Shares
|
| |
Weighted
Average Exercise Price |
| |
Weighted Average
Remaining Contractual Life (Years) |
| |||||||||
| | | | Option: | | | | | | | | | | | | | | | | | | | |
| | | |
Options outstanding as of December 31, 2016
|
| | | | 2,500,000 | | | | | $ | 0.37 | | | | | | 2.09 | | |
| | | |
Granted
|
| | | | 257,674 | | | | | | 18.76 | | | | | | | | |
| | | |
Forfeited
|
| | | | (154,341) | | | | | | 18.19 | | | | | | | | |
| | | |
Options outstanding as of December 31, 2017
|
| | | | 2,603,333 | | | | | | 1.13 | | | | | | 1.34 | | |
| | | |
Granted
|
| | | | — | | | | | | | | | | | | | | |
| | | |
Forfeited
|
| | | | — | | | | | | | | | | | | | | |
| | | |
Options outstanding as of December 31, 2018
|
| | | | 2,603,333 | | | | | | 1.13 | | | | | | 0.22 | | |
| | | |
Granted
|
| | | | — | | | | | | | | | | | | | | |
| | | |
Forfeited
|
| | | | (28,125) | | | | | | 21.08 | | | | | | | | |
| | | |
Expired
|
| | | | (2,521,875) | | | | | | 0.55 | | | | | | | | |
| | | |
Options outstanding as of December 31, 2019
|
| | | | 53,333 | | | | | | 18.24 | | | | | | 0.49 | | |
| | | | | | |
Shares
|
| |
Weighted Average
Grant Date Fair Value Per Share |
| ||||||
| | | | RSA: | | | | | | | | | | | | | |
| | | |
RSAs outstanding as of December 31, 2016
|
| | | | 1,675,000 | | | | | $ | 4.09 | | |
| | | |
Forfeited
|
| | | | (270,443) | | | | | | 4.09 | | |
| | | |
RSAs outstanding as of December 31, 2017
|
| | | | 1,404,557 | | | | | | 4.09 | | |
| | | |
Forfeited
|
| | | | — | | | | | | | | |
| | | |
RSAs outstanding as of December 31, 2018
|
| | | | 1,404,557 | | | | | | 4.09 | | |
| | | |
Forfeited
|
| | | | — | | | | | | | | |
| | | |
RSAs outstanding as of December 31, 2019
|
| | | | 1,404,557 | | | | | | 4.09 | | |
| | | | RSU: | | | | | | | | | | | | | |
| | | |
RSUs outstanding as of December 31, 2016
|
| | | | — | | | | | | | | |
| | | |
Granted
|
| | | | 1,954,639 | | | | | $ | 19.74 | | |
| | | |
Forfeited
|
| | | | (283,970) | | | | | | 18.58 | | |
| | | |
RSUs outstanding as of December 31, 2017
|
| | | | 1,670,669 | | | | | | 19.94 | | |
| | | |
Granted
|
| | | | 932,444 | | | | | | 23.73 | | |
| | | |
Forfeited
|
| | | | (416,198) | | | | | | 20.40 | | |
| | | |
RSUs outstanding as of December 31, 2018
|
| | | | 2,186,915 | | | | | | 21.47 | | |
| | | |
Granted
|
| | | | 1,473,912 | | | | | | 28.89 | | |
| | | |
Forfeited
|
| | | | (413,475) | | | | | | 24.39 | | |
| | | |
RSUs outstanding as of December 31, 2019
|
| | | | 3,247,352 | | | | | | 24.46 | | |
| | | | | | |
Year Ended
December 31, 2017 |
| |||
| | | |
Weighted average grant date fair value of options
|
| | | $ | 8.09 | | |
| | | |
Expected term, in years
|
| | | | 5.14 | | |
| | | |
Expected volatility
|
| | | | 47.23% | | |
| | | |
Risk-free interest rate
|
| | | | 1.88% | | |
| | | |
Expected dividend yield
|
| | | | — | | |
| | | | | | |
Year Ended December 31,
|
| |||||||||||||||
| | | | | | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | | |
Research and development
|
| | | $ | 97 | | | | | $ | 93 | | | | | $ | 156 | | |
| | | |
General and administrative
|
| | | | 38 | | | | | | 114 | | | | | | 78 | | |
| | | |
Total stock-based compensation expense
|
| | | $ | 135 | | | | | $ | 207 | | | | | $ | 234 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Pre-Combination Previously Reported: | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | (67,226) | | | | | $ | (62,300) | | | | | $ | 15,761 | | |
Less: undistributed earnings to participating securities
|
| | | | — | | | | | | — | | | | | | (3,622) | | |
Net income (loss) attributable to common stockholders – basic
|
| | | | (67,226) | | | | | | (62,300) | | | | | | 12,139 | | |
Add: adjustments to undistributed earnings to participating securities
|
| | | | — | | | | | | — | | | | | | 189 | | |
Net income (loss) attributable to common stockholders – diluted
|
| | | $ | (67,226) | | | | | $ | (62,300) | | | | | $ | 12,328 | | |
Denominator: | | | | | | | | | | | | | | | | | | | |
Weighted-average shares of common stock – basic
|
| | | | 34,252,578 | | | | | | 34,320,311 | | | | | | 34,325,728 | | |
Effect of dilutive stock options
|
| | | | — | | | | | | — | | | | | | 2,453,973 | | |
Weighted-average shares of common stock – diluted
|
| | | | 34,252,578 | | | | | | 34,320,311 | | | | | | 36,779,701 | | |
Net income (loss) per share attributable to common stockholders:
|
| | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | (1.96) | | | | | $ | (1.82) | | | | | $ | 0.35 | | |
Diluted
|
| | | $ | (1.96) | | | | | $ | (1.82) | | | | | $ | 0.34 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Post-Combination Adjusted: | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | (67,226) | | | | | $ | (62,300) | | | | | $ | 15,761 | | |
Less: undistributed earnings to participating securities
|
| | | | — | | | | | | — | | | | | | (520) | | |
Net income (loss) attributable to common stockholders – basic
|
| | | | (67,226) | | | | | | (62,300) | | | | | | 15,241 | | |
Add: adjustments to undistributed earnings to participating securities
|
| | | | — | | | | | | — | | | | | | 27 | | |
Net income (loss) attributable to common stockholders – diluted
|
| | | $ | (67,226) | | | | | $ | (62,300) | | | | | $ | 15,268 | | |
Denominator: | | | | | | | | | | | | | | | | | | | |
Weighted-average shares of common stock – basic
|
| | | | 133,942,714 | | | | | | 129,948,023 | | | | | | 128,373,783 | | |
Effect of dilutive stock options
|
| | | | — | | | | | | — | | | | | | 7,209,338 | | |
Weighted-average shares of common stock – diluted
|
| | | | 133,942,714 | | | | | | 129,948,023 | | | | | | 135,583,121 | | |
Net income (loss) per share attributable to common stockholders:
|
| | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | (0.50) | | | | | $ | (0.48) | | | | | $ | 0.12 | | |
Diluted
|
| | | $ | (0.50) | | | | | $ | (0.48) | | | | | $ | 0.11 | | |
|
| | | | | | |
Year Ended December 31,
|
| |||||||||||||||
| | | | | | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | | | Post-Combination Adjusted: | | | | | | | | | | | | | | | | | | | |
| | | |
Stock options to purchase common stock
|
| | | | 156,683 | | | | | | 7,648,131 | | | | | | 303,574 | | |
| | | |
Restricted stock awards
|
| | | | 4,183,625 | | | | | | 4,183,625 | | | | | | — | | |
| | | |
Restricted stock units
|
| | | | 9,540,145 | | | | | | 6,424,769 | | | | | | 4,908,130 | | |
| | | |
Total
|
| | | | 13,880,453 | | | | | | 18,256,525 | | | | | | 5,211,704 | | |
| | | | | | |
Year Ended December 31,
|
| |||||||||||||||
| | | | | | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | | |
Domestic
|
| | | $ | (68,645) | | | | | $ | (56,631) | | | | | $ | 24,970 | | |
| | | |
Foreign
|
| | | | 736 | | | | | | 959 | | | | | | 601 | | |
| | | |
Income (loss) before income taxes
|
| | | $ | (67,909) | | | | | $ | (55,672) | | | | | $ | 25,571 | | |
| | | | | | |
Year Ended December 31,
|
| |||||||||||||||
| | | | | | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | | | Current: | | | | | | | | | | | | | | | | | | | |
| | | |
Federal
|
| | | $ | 958 | | | | | $ | 8 | | | | | $ | 7,192 | | |
| | | |
State
|
| | | | (130) | | | | | | 507 | | | | | | 1,428 | | |
| | | |
Foreign
|
| | | | 430 | | | | | | 268 | | | | | | 168 | | |
| | | |
Total Current
|
| | | | 1,258 | | | | | | 783 | | | | | | 8,788 | | |
| | | | Deferred: | | | | | | | | | | | | | | | | | | | |
| | | |
Federal
|
| | | | (1,942) | | | | | | 3,805 | | | | | | 1,690 | | |
| | | |
State
|
| | | | 1 | | | | | | 2,040 | | | | | | (668) | | |
| | | |
Foreign
|
| | | | — | | | | | | — | | | | | | — | | |
| | | |
Total Deferred
|
| | | | (1,941) | | | | | | 5,845 | | | | | | 1,022 | | |
| | | |
Provision for (benefit from) income taxes
|
| | | $ | (683) | | | | | $ | 6,628 | | | | | $ | 9,810 | | |
| | | | | | |
Year Ended December 31,
|
| |||||||||||||||
| | | | | | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | | |
U.S. federal provision at statutory rate
|
| | | | 21.0% | | | | | | 21.0% | | | | | | 35.0% | | |
| | | |
State income taxes, net of federal benefit
|
| | | | 1.3 | | | | | | 7.4 | | | | | | 4.3 | | |
| | | |
Foreign income taxes at rates other than the U.S. rate
|
| | | | (0.4) | | | | | | (0.1) | | | | | | (0.2) | | |
| | | |
Tax credits
|
| | | | 5.2 | | | | | | 4.5 | | | | | | (6.0) | | |
| | | |
Permanent items
|
| | | | (0.2) | | | | | | (0.7) | | | | | | 0.8 | | |
| | | |
Domestic manufacturing deduction
|
| | | | — | | | | | | — | | | | | | (2.3) | | |
| | | |
Uncertain tax benefits
|
| | | | (0.2) | | | | | | (0.5) | | | | | | (3.8) | | |
| | | |
2017 Tax Cuts and Job Act impact
|
| | | | — | | | | | | — | | | | | | 6.9 | | |
| | | |
Prior year return to provision adjustments
|
| | | | (0.1) | | | | | | 0.2 | | | | | | 3.7 | | |
| | | |
Change in valuation allowance
|
| | | | (25.7) | | | | | | (43.2) | | | | | | — | | |
| | | |
Other
|
| | | | 0.1 | | | | | | (0.5) | | | | | | — | | |
| | | |
Effective tax rate
|
| | | | 1.0% | | | | | | (11.9)% | | | | | | 38.4% | | |
| | | | | | |
December 31,
|
| |||||||||
| | | | | | |
2019
|
| |
2018
|
| ||||||
| | | | Deferred tax assets: | | | | | | | | | | | | | |
| | | |
Net operating loss carryforward
|
| | | $ | 27,325 | | | | | $ | 15,365 | | |
| | | |
Tax credits
|
| | | | 5,099 | | | | | | 2,522 | | |
| | | |
Deferred revenue
|
| | | | 4,601 | | | | | | 2,633 | | |
| | | |
Accruals and reserves
|
| | | | 4,336 | | | | | | 2,820 | | |
| | | |
Inventories
|
| | | | 2,176 | | | | | | 2,992 | | |
| | | |
Stock-based compensation
|
| | | | 129 | | | | | | 119 | | |
| | | |
Other
|
| | | | 52 | | | | | | 61 | | |
| | | |
Total deferred tax assets
|
| | | | 43,718 | | | | | | 26,512 | | |
| | | | Deferred tax liabilities: | | | | | | | | | | | | | |
| | | |
Depreciation and amortization
|
| | | | (1,820) | | | | | | (2,475) | | |
| | | |
Prepaids
|
| | | | (427) | | | | | | — | | |
| | | |
Total deferred tax liabilities
|
| | | | (2,247) | | | | | | (2,475) | | |
| | | |
Net deferred tax assets before valuation allowance
|
| | | | 41,471 | | | | | | 24,037 | | |
| | | |
Valuation allowance
|
| | | | (41,473) | | | | | | (24,037) | | |
| | | |
Net deferred tax assets (liabilities)
|
| | | $ | (2) | | | | | $ | — | | |
| | | | | | |
Year Ended December 31,
|
| |||||||||||||||
| | | | | | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | | |
Unrecognized tax benefits as of the beginning of the year
|
| | | $ | 2,824 | | | | | $ | 1,763 | | | | | $ | 1,884 | | |
| | | |
Increases related to prior year tax provisions
|
| | | | 308 | | | | | | 78 | | | | | | 44 | | |
| | | |
Decrease related to prior year tax provisions
|
| | | | — | | | | | | (216) | | | | | | (968) | | |
| | | |
Increase related to current year tax provisions
|
| | | | 1,282 | | | | | | 1,199 | | | | | | 803 | | |
| | | |
Statue lapse
|
| | | | (226) | | | | | | — | | | | | | — | | |
| | | |
Unrecognized tax benefits as of the end of the year
|
| | | $ | 4,188 | | | | | $ | 2,824 | | | | | $ | 1,763 | | |
| | | |
Years Ending December 31,
|
| |
Capital Leases
|
| |
Operating Leases
|
| ||||||
| | | |
2020
|
| | | $ | 310 | | | | | $ | 4,246 | | |
| | | |
2021
|
| | | | 233 | | | | | | 4,026 | | |
| | | |
2022
|
| | | | 14 | | | | | | 3,296 | | |
| | | |
2023
|
| | | | — | | | | | | 3,358 | | |
| | | |
2024
|
| | | | — | | | | | | 3,459 | | |
| | | |
Thereafter
|
| | | | — | | | | | | 11,012 | | |
| | | |
Net minimum lease payments
|
| | | | 557 | | | | | $ | 29,397 | | |
| | | |
Less amount representing interest
|
| | | | (33) | | | | | | | | |
| | | |
Present value of net minimum lease payments
|
| | | | 524 | | | | | | | | |
| | | |
Less current portion
|
| | | | (285) | | | | | | | | |
| | | |
Long-term obligations as of December 31, 2019
|
| | | $ | 239 | | | | | | | | |
| | | | | | |
Year Ended December 31,
|
| |||||||||||||||
| | | | | | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | | | Revenue by region: | | | | | | | | | | | | | | | | | | | |
| | | |
North America
|
| | | $ | 49,634 | | | | | $ | 84,541 | | | | | $ | 139,005 | | |
| | | |
Asia Pacific
|
| | | | 28,791 | | | | | | 39,770 | | | | | | 26,562 | | |
| | | |
Europe, Middle East and Africa
|
| | | | 22,973 | | | | | | 18,635 | | | | | | 16,523 | | |
| | | |
Revenue
|
| | | $ | 101,398 | | | | | $ | 142,946 | | | | | $ | 182,090 | | |
| | | | % of Revenue by region: | | | | | | | | | | | | | | | | | | | |
| | | |
North America
|
| | | | 49% | | | | | | 59% | | | | | | 76% | | |
| | | |
Asia Pacific
|
| | | | 28% | | | | | | 28% | | | | | | 15% | | |
| | | |
Europe, Middle East and Africa
|
| | | | 23% | | | | | | 13% | | | | | | 9% | | |
| | | |
Revenue
|
| | | | 100% | | | | | | 100% | | | | | | 100% | | |
| | | | | | |
Year Ended December 31,
|
| |||||||||||||||
| | | | | | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | | | Revenue: | | | | | | | | | | | | | | | | | | | |
| | | |
Stockholder A
|
| | | $ | (3,514)(1) | | | | | $ | 9,447 | | | | | $ | 7,090 | | |
| | | |
Stockholder B
|
| | | | 1,391 | | | | | | 508 | | | | | | 5,080 | | |
| | | |
Stockholder C
|
| | | | 6,148 | | | | | | 18 | | | | | | — | | |
| | | | | | |
December 31,
|
| |||||||||
| | | | | | |
2019
|
| |
2018
|
| ||||||
| | | | Accounts receivable: | | | | | | | | | | | | | |
| | | |
Stockholder A
|
| | | $ | 9 | | | | | $ | 2,907 | | |
| | | |
Stockholder B
|
| | | | 1,404 | | | | | | 251 | | |
| | | |
Stockholder C
|
| | | | — | | | | | | — | | |
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Unless the context otherwise requires, the “Company” refers to Velodyne Lidar, Inc. and its subsidiaries after the closing of the Business Combination, and Graf Industrial Corp. prior to the closing of the Business Combination.
Introduction
The Company is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of Velodyne becoming a wholly-owned subsidiary of the Graf as a result of Graf’s wholly-owned subsidiary, Merger Sub, merging with and into Velodyne, with Velodyne surviving the merger as a wholly owned subsidiary of Graf, which was renamed Velodyne Lidar, Inc. (the “Transaction”). The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
The following unaudited pro forma condensed combined balance sheet of the post-combination company as of September 30, 2020 and pro forma condensed combined statement of operations of the post- combination company for the nine months ended September 30, 2020 and year ended December 31, 2019 present the combination of the financial information of Graf and Velodyne, after giving effect to the Transaction and related adjustments described in the accompanying notes.
The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the post-combination company’s results of operations would have been had the acquisition occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future results of operations of the Company. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The historical financial information of Graf was derived from the books and records of Graf for the period between January 1, 2020 to September 29, 2020 and the audited financial statements of Graf for the year ended December 31, 2019, respectively. The historical financial information of Velodyne was derived from the unaudited and audited consolidated financial statements of Velodyne for the nine months ended September 30, 2020 and for the year ended December 31, 2019, respectively. This information should be read together with Graf’s and Velodyne’s unaudited and audited financial statements and related notes included in our Current Report on Form 8-K, initially filed with the SEC on October 5, 2020 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, initially filed with the SEC on November 11, 2020.
Description of the Transaction
Subject to the terms and conditions of the Merger Agreement and Merger Agreement Amendment, Graf was obligated to pay to Velodyne equity holders aggregate consideration consisting of up to (1) 143,575,763 shares of Company common stock, including shares issuable in respect of vested equity awards of Velodyne, plus (2) 2,000,000 shares of Company common stock earned due to the satisfaction of the Earnout Condition on July 30, 2020 pursuant to the Earnout, including 187,680 Earnout RSUs, which are subject to a six-month service condition and are not legally issued and outstanding shares of Company common stock at Closing, plus (3) 4,702,304 shares of Company common stock that were issued to Velodyne equity holders that did not opt to have their respective shares repurchased by Velodyne for cash in a pre- closing tender offer conducted by Velodyne (the “Pre-Closing Tender Offer”) that expired on September 22, 2020.
Each share of Velodyne’s common stock and Series A Convertible Preferred Stock was converted into approximately 2.9786 shares of common stock of the Company based on the determined exchange ratio, which is inclusive of shares payable due to the satisfaction of the Earnout. Each share of Velodyne’s Series B Convertible Preferred Stock and Series B-1 Convertible Preferred Stock was converted into approximately 3.5465 shares of common stock of the Company based on the determined exchange ratio.
1
In addition, following the Sponsor’s cancellation of 3,519,128 Founder Shares held by it pursuant to the terms of the Sponsor Agreement dated July 2, 2020, the Sponsor retained 2,507,000 Founder Shares, 275,000 of which were deemed Earnout Founder Shares that vest at such time that the closing price of our common stock is greater than or equal to $15.00 for any 20 trading days within any 30 trading-day period, commencing on the date of the Merger Agreement and ending on the date that is six months after the closing of the Business Combination. Any Earnout Founder Shares that do not vest on or prior to such date shall be forfeited. As noted, the Earnout Condition was met on July 30, 2020 and the Sponsor retained all 275,000 Earnout Founder Shares. Further, at Closing, the Sponsor transferred 560,000 founder shares to third- parties for no consideration and retained 1,947,000 founder shares.
The following summarizes the consideration:
(in thousands, except for share and per share amounts) | ​ | |||
Shares transferred at Closing(1)(2) | 148,277,532 | |||
Earnout shares(3) | 2,000,000 | |||
Value per share(4) | $ | 10.25 | ||
Total Share Consideration | $ | 1,540,345 |
(1) | Reflects the total share consideration transferred inclusive of 4,702,304 additional shares issued as a result of the Pre-Closing Tender Offer and the effects of rounding to eliminate fractional shares. |
(2) | The number of outstanding shares in the table above assumes the issuance of approximately 6,218,778 shares of Company common stock underlying RSUs and options as of September 29, 2020 that are expected to be vested as a result of a deemed liquidity event. Although the shares underlying these RSUs and options do not represent legally issued and outstanding shares of the Company common stock at the closing of the Business Combination, for pro forma purposes, they are reflected as outstanding as they are expected to be issued upon the liquidity event being deemed to have occurred. The shares underlying these RSUs and options are included in the calculation of pro forma net loss per share. |
(3) | Includes the issuance of approximately 187,680 shares of stock underlying RSUs and options. However, they are not be legally outstanding shares at Closing as they are in the form of Earnout RSUs that are subject to a six-month service condition. The grant date fair value for the Earnout RSUs is approximately $4.6 million, which was determined based on the closing share price on the date of the consummation of the Transaction and will be recognized over the six-month service term. |
(4) | Share Consideration is calculated using a $10.25 reference price. The closing share price on the date of the consummation of the Transaction was $24.75. As the Transaction was accounted for as a reverse recapitalization, the value per share is disclosed for informational purposes only in order to indicate the fair value of shares transferred. |
The following summarizes the pro forma common stock at Closing:
Shares | % | |||||||
Velodyne Shares(1)(2) | 144,058,754 | 80.3 | % | |||||
Velodyne RSUs and Options(3) | 6,218,778 | 3.5 | % | |||||
Common shares held by current Graf shareholders | 11,450,846 | 6.4 | % | |||||
Founder Shares(4)(5) | 2,575,000 | 1.4 | % | |||||
PIPE Shares | 15,000,000 | 8.4 | % | |||||
Pro Forma Common Stock | 179,303,378 | 100.0 | % |
(1) | Reflects the repurchase of 175,744 shares of Velodyne capital stock for $1.8 million in the Pre-Closing Velodyne Tender Offer such that Velodyne received 4,702,304 additional shares, including RSUs and options. |
(2) | Includes 2,000,000 of Company common stock in earnout consideration (including in the form of awards of Earnout RSUs settleable in common stock) as the price threshold has been triggered. Earnout RSUs of 187,680 shares are subject to a six-month service condition and are not legally outstanding shares of the Company’s common stock at Closing. Further, the Earnout RSUs are excluded from the calculation of net loss per share. |
2
(3) | Reflects the issuance of approximately 6,218,778 shares of Company common stock underlying RSUs and options as of September 29, 2020 that are expected to be vested as a result of a deemed liquidity event. Although the shares underlying these RSUs and options do not represent legally issued and outstanding shares of the Company common stock at closing of the Business Combination, for pro forma purposes, they are reflected as outstanding as they are expected to be exercised and issued upon the liquidity event being deemed to have occurred. The shares underlying these RSUs and options are included in the calculation of pro forma net loss per share. As of September 29, 2020, there were 172,896,920 shares of common stock legally outstanding. |
(4) | Includes 275,000 of Earnout Founder Shares as the price threshold has been triggered. |
(5) | Includes 68,000 Founder Shares held by the Graf’s independent directors not subject to Earnout and 560,000 founder shares transferred to third-parties for no consideration. |
The following unaudited pro forma condensed combined balance sheets as of September 30, 2020 and pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 are based on the historical financial statements of Graf and Velodyne. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.
3
Velodyne Lidar, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
(In thousands)
As of September 30, 2020 | ||||||||||||||||
Velodyne |
Merger Related
Pro Forma Adjustments |
Pro Forma
Combined |
||||||||||||||
Assets | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 297,853 | $ | — | $ | 297,853 | ||||||||||
Accounts receivable, net | 19,405 | 19,405 | ||||||||||||||
Inventories, net | 16,422 | 16,422 | ||||||||||||||
Prepaid and other current assets | 10,906 | 10,906 | ||||||||||||||
Total current assets | 344,586 | — | 344,586 | |||||||||||||
Property, plant and equipment, net | 17,808 | 17,808 | ||||||||||||||
Goodwill | 1,189 | 1,189 | ||||||||||||||
Intangible assets, net | 723 | 723 | ||||||||||||||
Contract assets | 5,626 | 5,626 | ||||||||||||||
Other assets | 632 | 632 | ||||||||||||||
Total assets | $ | 370,564 | $ | — | $ | 370,564 | ||||||||||
Liabilities and Stockholders’ Equity | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable | $ | 10,447 | $ | 10,447 | ||||||||||||
Accrued expense and other current liabilities | 41,134 | 7,250 | (B) | 48,384 | ||||||||||||
Contract liabilities | 6,574 | 6,574 | ||||||||||||||
Total current liabilities | 58,155 | 7,250 | 65,405 | |||||||||||||
Long-term tax liabilities | 605 | 605 | ||||||||||||||
Other long-term liabilities | 26,302 | 26,302 | ||||||||||||||
Total liabilities | 85,062 | 7,250 | 92,312 | |||||||||||||
Commitments and contingencies | ||||||||||||||||
Stockholders’ equity: | ||||||||||||||||
Preferred stock | — | — | ||||||||||||||
Common stock | 17 | 17 | ||||||||||||||
Additional paid-in capital | 489,920 | 173,512 | (A) | 656,182 | ||||||||||||
(7,250 | ) | (B) | ||||||||||||||
Accumulated other comprehensive loss | (211 | ) | — | (211 | ) | |||||||||||
Accumulated deficit | (204,224 | ) | (173,512 | ) | (A) | (377,736 | ) | |||||||||
Total stockholders’ equity | 285,502 | (7,250 | ) | 278,252 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 370,564 | $ | — | $ | 370,564 |
4
Velodyne Lidar, Inc.
Unaudited Pro Forma Condensed Combined Detailed Adjusted Statement of Operations
For the Nine Months Ended September 30, 2020
(In thousands, except per share data)
For the Nine
Months Ended September 30, 2020 |
January 1–
September 29, 2020 |
For the Nine
Months Ended September 30, 2020 |
||||||||||||||||
Velodyne
(Historical) |
Graf
(Historical) |
Pro Forma
Adjustments |
Pro Forma
Combined |
|||||||||||||||
Revenue: | ||||||||||||||||||
Product | $ | 53,948 | $ | — | $ | — | $ | 53,948 | ||||||||||
License and services | 23,568 | — | — | 23,568 | ||||||||||||||
Total revenue | 77,516 | — | — | 77,516 | ||||||||||||||
Cost of revenue: | ||||||||||||||||||
Product | 46,027 | — | — | 46,027 | ||||||||||||||
License and services | 1,032 | — | — | 1,032 | ||||||||||||||
Total cost of revenue | 47,059 | — | — | 47,059 | ||||||||||||||
Gross profit | 30,457 | — | — | 30,457 | ||||||||||||||
Operating expenses: | ||||||||||||||||||
Research and development | 39,653 | — | — | 39,653 | ||||||||||||||
Sales and marketing | 12,798 | — | — | 12,798 | ||||||||||||||
General and administrative | 26,942 | 17,080 | (15,908 | ) | (DD) | 28,114 | ||||||||||||
Gain on sale of assets held-for-sale | (7,529 | ) | — | — | (7,529 | ) | ||||||||||||
Restructuring | 1,043 | — | — | 1,043 | ||||||||||||||
Total operating expenses | 72,907 | 17,080 | (15,908 | ) | 74,079 | |||||||||||||
Operating loss | (42,450 | ) | (17,080 | ) | 15,908 | (43,622 | ) | |||||||||||
Interest income | 119 | — | — | 119 | ||||||||||||||
Interest expense | (69 | ) | — | — | (69 | ) | ||||||||||||
Other income (expense), net | (105 | ) | — | — | (105 | ) | ||||||||||||
Change in fair value of warrant liability | — | (2,800 | ) | 2,800 | (AA) | — | ||||||||||||
Investment income on Trust Account | — | 875 | (875 | ) | (BB) | — | ||||||||||||
Income (loss) before income taxes | (42,505 | ) | (19,005 | ) | 17,833 | (43,677 | ) | |||||||||||
Provision for (benefit from) income taxes | (4,098 | ) | 157 | (157 | ) | (CC) | (4,098 | ) | ||||||||||
Net loss attributable to common stockholders | $ | (38,407 | ) | $ | (19,162 | ) | $ | 17,990 | $ | (39,579 | ) | |||||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders | 139,426 | 179,116 | ||||||||||||||||
Basic and diluted net income (loss) per share | $ | (0.28 | ) | $ | (0.22 | ) |
5
Velodyne Lidar, Inc.
Unaudited Pro Forma Condensed Combined Detailed Adjusted Statement of Operations
For the Year ended December 31, 2019
(In thousands, except per share data)
For the Year ended
December 31, 2019 |
For the Year ended
December 31, 2019 |
|||||||||||||||||
Velodyne
(Historical) |
Graf
(Historical) |
Pro Forma
Adjustments |
Pro Forma
Combined |
|||||||||||||||
Revenue | $ | 101,398 | $ | — | $ | — | $ | 101,398 | ||||||||||
Cost of revenue | 71,630 | — | — | 71,630 | ||||||||||||||
Gross profit | 29,768 | — | — | 29,768 | ||||||||||||||
Operating expenses: | ||||||||||||||||||
Research and development | 56,850 | — | — | 56,850 | ||||||||||||||
Sales and marketing | 21,873 | — | — | 21,873 | ||||||||||||||
General and administrative | 20,058 | 617 | — | 20,675 | ||||||||||||||
Franchise tax expense | — | 100 | — | 100 | ||||||||||||||
Total operating expenses | 98,781 | 717 | — | 99,498 | ||||||||||||||
Operating loss | (69,013 | ) | (717 | ) | — | (69,730 | ) | |||||||||||
Interest income | 1,146 | — | — | 1,146 | ||||||||||||||
Interest expense | (77 | ) | — | — | (77 | ) | ||||||||||||
Other income (expense), net | 35 | — | — | 35 | ||||||||||||||
Change in fair value of warrant liability | — | (17,366 | ) | 17,366 | (AA) | — | ||||||||||||
Investment income on Trust Account | — | 5,240 | (5,240 | ) | (BB) | — | ||||||||||||
Income (loss) before income taxes | (67,909 | ) | (12,843 | ) | 12,126 | (68,626 | ) | |||||||||||
Provision for (benefit from) income taxes | (683 | ) | 1,079 | 2,983 | (CC) | 3,379 | ||||||||||||
Net loss attributable to common stockholders | $ | (67,226 | ) | $ | (13,922 | ) | $ | 9,143 | $ | (72,005 | ) | |||||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders | 34,252,578 | 24,376,512 | 179,115,698 | |||||||||||||||
Basic and diluted net income (loss) per share | $ | (1.96 | ) | $ | 0.17 | $ | (0.40 | ) |
6
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. | Basis of Presentation |
The Transaction was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Graf was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Transaction was treated as the equivalent of Velodyne issuing stock for the net assets of Graf, accompanied by a recapitalization whereby no goodwill or other intangible assets was recorded. Operations prior to the Transaction are those of Velodyne.
The unaudited pro forma condensed combined balance sheet has been prepared using, and should be read in conjunction with, the Company’s unaudited condensed consolidated balance sheet as of September 30, 2020 included in our Current Report on Form 8-K, initially filed with the SEC on October 5, 2020 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, initially filed with the SEC on November 11, 2020.
The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 present pro forma effect to the Transaction as if it had been completed on January 1, 2019 and combined the historical results of operations of Graf and Velodyne. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 combines the unaudited condensed consolidated statement of operations of the Company for the nine months ended September 30, 2020, with Graf’s consolidated statement of operations for the period from January 1, 2020 through September 29, 2020 derived from the books and records of Graf.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transaction.
The pro forma adjustments reflecting the consummation of the Transaction are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.
Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transaction based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is being provided for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Transaction taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Graf and Velodyne.
2. | Accounting Policies |
Based on its initial analysis of the accounting policies of Graf and Velodyne, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
3. | Adjustments to Unaudited Pro Forma Condensed Combined Financial Information |
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transaction and has been prepared for informational purposes only.
7
The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are (1) directly attributable to the Transaction, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the results of the post-combination company. Velodyne and the Company have not had any historical relationship prior to the Transaction. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed consolidated income tax returns during the periods presented.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the post-combination company’s shares outstanding, assuming the Transaction occurred on January 1, 2019.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2020 are as follows:
(A) | Reflects an incremental stock-based compensation charge of approximately $173.5 million that resulted from or will result from post-combination modifications of vesting of certain equity awards. On October 30, 2020, the Board waived the liquidity event vesting condition applicable to the pre-combination Velodyne’s RSUs. It is anticipated that the Board will waive the liquidity event condition applicable to the RSAs in 2021. As a result of such determinations, the Company’s outstanding RSUs and RSAs vested to the extent the applicable service condition are satisfied as of such respective dates. The vesting of the outstanding RSUs and RSAs is expected to result in approximately $77.5 million and $96.0 million, respectively, of incremental stock-based compensation expense, which was estimated utilizing the closing stock price of the Company on the date of the modification ($12.23) for the RSUs and on January 15, 2021 ($22.95) for the RSAs. The actual compensation charge for the RSAs will be calculated using the fair value of the Company’s stock upon the board’s approval, and the actual compensation charge may differ materially from the estimated amount. Such incremental stock-based compensation charge will increase the Company’s accumulated deficit and additional paid-in capital in its unaudited pro forma condensed combined balance sheet. |
(B) | Represented an increase of $7.25 million payable of transaction cost by the Company related to investment banking fees. The transaction cost was estimated at $17.75 million as of September 30, 2020 and the final amount payable is $25.0 million pursuant to the agreement entered into by the Company and the banker on January 20, 2021. |
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and year ended December 31, 2019 are as follows:
(AA) Elimination of the change in fair value of warrant liability as the Company has equity- classified warrants as part of the recapitalization, and there will be no fair value fluctuations.
(BB) Elimination of interest income on the Trust Account.
(CC) Reflects adjustments to income tax expense as a result of the tax impact on the pro forma adjustments.
(DD) Reflects elimination of transaction related costs incurred and recorded by Graf during the nine months ended September 30, 2020.
8
4. | Net loss per Share |
Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Transaction, assuming the shares were outstanding since January 1, 2019. As the Transaction and related proposed equity transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Transaction have been outstanding for the entire periods presented.
The unaudited pro forma condensed combined financial information has been prepared for the nine months ended September 30, 2020 and for the year ended December 31, 2019 (in thousands, except per share data):
For the
Nine Months Ended September 30, 2020 |
For the
Year Ended December 31, 2019 |
|||||||
Pro forma net loss | $ | (39,579 | ) | $ | (72,005 | ) | ||
Weighted average shares outstanding of common stock(1)(2) | 179,116 | 179,116 | ||||||
Net loss per share (Basic and Diluted) attributable to common stockholders(3) | $ | (0.22 | ) | $ | (0.40 | ) |
(1) | Includes approximately 6,218,778 shares of Company common stock underlying RSUs and options as of September 29, 2020 that are expected to be vested as a result of a deemed liquidity event. Although the shares underlying these RSUs and options do not represent legally issued and outstanding shares of the Company common stock at closing of the Business Combination, for pro forma purposes, they are reflected as outstanding as they are expected to be exercised and issued upon the liquidity event being deemed to have occurred. |
(2) | Excludes approximately 187,680 shares of Earnout RSUs as they are subject to a six-month service condition and are not legally outstanding shares of the Company common stock at Closing. |
(3) | For the purposes of calculating diluted earnings per share, it was assumed that all outstanding warrants sold in the IPO, as well as the 500,000 warrants issued as a result of the Sponsor Convertible Note are exchanged to common stock. Further, since the Earnout RSUs include a service condition, they would generally be included in the computation of diluted EPS using the treasury stock method. However, since these items result in anti-dilution, the effect of such adjustments were not included in calculation of diluted net loss per share. |
9