Business Combination and Related Transactions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination and Related Transactions

Business Combination and Related Transactions

Sense Acquisition

On October 22, 2021, the Company acquired Sense Photonics Inc. (“Sense”), a privately held lidar technology company for autonomous vehicles. The transaction has been accounted for as a business combination. The Company purchased all of the outstanding shares of the capital stock of Sense and settled all Sense debt for total consideration of $72.8 million comprised of 9,163,982 shares of the Company’s common stock having a fair value of $60.0 million, fully vested replacement equity awards having a fair value of $1.1 million, and a cash payment of $11.7 million to settle Sense pre-existing debt and transaction costs incurred by Sense in connection with the acquisition. The Company retained 1,573,427 shares of common stock with the aggregate fair value of $10.3 million to satisfy any necessary adjustments, including without limitation certain indemnification claims and net working capital shortfall (“Holdback Shares”). The Holdback Shares will be released, net of any shares necessary to satisfy all unsatisfied or disputed claims for indemnification and net working capital shortfall, and distributed to the Sense stockholders in 18 months from the acquisition date. The Holdback Shares are considered issued and outstanding from legal perspective and have the same economic and voting rights as other issued and outstanding shares of the Company’s common stock.

Transaction costs incurred by the Company in connection with the acquisition, including professional fees, were $1.5 million.

Measurement period adjustments recognized during 2022 related primarily to updated estimated fair values for assumed employer withholding tax liabilities, royalty liability and a net working capital adjustment. A reconciliation of preliminary total consideration as of December 31, 2021, and total final consideration as of December 31, 2022, are presented below (in thousands):

	As Reported		Measurement Period Adjustment		As Adjusted Value
Fair value of common stock issued at closing	$	60,024	$	(358)	$	59,666
Fully vested replacement equity awards	1,081		—		1,081
Cash paid at closing to settle Sense pre-existing debt and transaction costs incurred by Sense	11,703		—		11,703
Total consideration	$	72,808	$	(358)	$	72,450

	As Reported		Measurement Period Adjustment		As Adjusted Value
Assets acquired:
Cash	$	689	$	—	$	689
Restricted cash	69		—		69
Accounts receivable, net	768		—		768
Prepaid expenses and other current assets	463		—		463
Property and equipment, net	626		—		626
Developed technology	15,900		—		15,900
Vendor relationship	6,600		—		6,600
Customer relationships	900		—		900
Goodwill	51,076		76		51,152
Total assets acquired	$	77,091	$	76	$	77,167
Liabilities assumed:
Accounts payable	$	(266)	$	—	$	(266)
Accrued and other current liabilities	(1,540)		(234)		(1,774)
Other non-current liabilities	—		(200)		(200)
Deferred tax liability	(2,477)		—		(2,477)
Total liabilities assumed	$	(4,283)	$	(434)	$	(4,717)
Net Assets acquired	$	72,808	$	(358)	$	72,450

The fair value assigned to developed technology was determined as of the acquisition date under the relief-from-royalty rate method using Level 3 inputs. Management applied significant judgment in estimating the fair value of the developed technology, which involved significant assumptions related to the revenue growth rates, the relief-from-royalty rate, the discount rate, and the economic life. The fair values assigned to the vendor relationship and customer relationships were determined using Level 3 inputs under the with-and-without method. These Level 3 inputs include revenue growth rates, discount rate and period to recreate the relationship.

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and assumed liabilities acquired and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. Goodwill is not deductible for tax purposes.

The operating results of Sense are included in our consolidated statements of income from the respective dates of acquisition. Sense’s revenue and pretax loss for the period from the acquisition date of October 22, 2021 to December 31, 2021 was not material.

The following unaudited supplemental pro forma information presents the combined historical results of operations of the Company and Sense as if the business combination had been completed on January 1, 2020. The pro forma financial information includes amortization of fair value adjustments in the appropriate pro forma periods as though the companies were combined as of the beginning of 2020. These adjustments include:

•An increase in amortization expense of $4.5 million and $3.7 million related to the fair value of acquired identifiable intangible assets in 2021 and 2020, respectively;

•A decrease in expenses of $1.5 million related to acquisition transaction expenses in 2021;

•An increase in stock based compensation expense of $10.8 million and $8.7 million in 2021 and 2020, respectively, related to the stock options and restricted stock units issued to Sense employees.

The following table includes unaudited pro forma results (in thousands, except per share data):

	December 31,
	2021	2020
Revenue	33,578	21,930
Net (loss)	(107,352)	(139,850)