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Luminar Technologies
LAZR
#10362
Rank
NZ$25.43 M
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
NZ$0.33
Share price
0.00%
Change (1 day)
-96.49%
Change (1 year)
๐Ÿ‘ฉโ€๐Ÿ’ป Tech๐Ÿ’ป Tech Hardware๐Ÿšฆ Lidar๐Ÿค– Autonomous driving
Categories
  1. Luminar Technologies
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2024 Q2

Luminar Technologies - 10-Q quarterly report FY2024 Q2


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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-38791
LUMINAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware83-1804317
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2603 Discovery DriveSuite 100OrlandoFlorida32826
(Address of Principal Executive Offices)(Zip Code)
(800) 532-2417
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A common stock, par value of $0.0001 per shareLAZRThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No ☒

As of July 31, 2024, the registrant had 396,671,867 shares of Class A common stock and 97,088,670 shares of Class B common stock, par value $0.0001 per share, outstanding.

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
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PART II. OTHER INFORMATION
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve substantial risks and uncertainties. These statements reflect the current views of management with respect to future events and our financial performance. These forward-looking statements include statements regarding the estimated costs and expected benefits of the restructuring plan initiated in May 2024, product plans, future growth, sales estimates/Order Book numbers, market opportunities, strategic initiatives, industry positioning, customer acquisition and retention, revenue growth and anticipated impacts on our business of any future health epidemics and outbreaks. In some cases, you can identify these statements by forward-looking words such as “outlook,” “believes,” “expects,” “future,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business.
These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including our history of losses and our expectation that we will continue to incur significant expenses, including substantial R&D costs, and continuing losses for the foreseeable future as well as our limited operating history which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter; our strategic initiatives which may prove more costly than we currently anticipate and potential failure to increase our revenue to offset these initiatives; whether our LiDAR products are selected for inclusion in autonomous driving or Advanced Driving Assistance Systems (“ADAS”) by automotive original equipment manufacturers (“OEMs”) or their suppliers, and whether we will be de-selected by any customers; the lengthy period of time from a major commercial win to implementation and the risks of cancellation or postponement of the contract or unsuccessful implementation; potential inaccuracies in our forward looking estimates of certain metrics, including Order Book, our future cost of goods sold (“COGS”) and bill of materials (“BOM”) and total addressable market; the discontinuation, lack of success of our customers in developing and commercializing products using our solutions or loss of business with respect to a particular vehicle model or technology package and whether end automotive consumers will demand and be willing to pay for such features; our ability to successfully fund our growth if there are considerable delays in product introductions by us or our customers; our inability to reduce and control the cost of the inputs on which we rely, which could negatively impact the adoption of our products and our profitability; the effect of continued pricing pressures, competition from other LiDAR manufacturers, OEM cost reduction initiatives and the ability of automotive OEMs to re-source or cancel vehicle or technology programs which may result in lower than anticipated margins, or losses, which may adversely affect our business; the effect of general economic conditions, including inflation, recession risks and rising interest rates, generally and on our industry and us in particular, including the level of demand and financial performance of the autonomous vehicle industry and the decline in fair value of available-for-sale debt securities in a rising interest rate environment; market adoption of LiDAR as well as developments in alternative technology and the increasingly competitive environment in which we operate, which includes established competitors and market participants that have substantially greater resources; our ability to achieve technological feasibility and commercialize our software products and the requirement to continue to develop new products and product innovations due to rapidly changing markets and government regulations of such technologies; our ability to build, launch, receive regulatory approval, sell, and service insurance products as well as market and differentiate the benefits of LiDAR-based ADAS to consumers; our ability to manage our growth and expand our business operations effectively, including into international markets, such as China, which exposes us to operational, financial, regulatory and geopolitical risks; changes in our government contracts business and our defense customers’ business due to political change and global conflicts; adverse impacts due to limited availability and quality of materials, supplies, and capital equipment, or dependency on third-party service providers and single-source suppliers; the project-based nature of our orders, which can cause our results of operations to fluctuate on a quarterly and annual basis; whether we will be able to successfully transition our engineering designs into high volume manufacturing, including our ability to transition to an outsourced manufacturing business model and whether we and our outsourcing partners and suppliers can successfully operate complex machinery; whether we can successfully select, execute or integrate our acquisitions; whether the complexity of our products results in undetected defects and reliability issues which could reduce market adoption of our new products, limit our ability to manufacture, damage our reputation and expose us to product liability, warranty and other claims; our ability to maintain and adequately manage our inventory; our ability to maintain an effective system of internal control over financial reporting; our ability to protect and enforce our intellectual property rights; availability of qualified personnel, loss of highly skilled personnel and dependence on Austin Russell, our Founder, President and Chief Executive Officer; the impact of inflation and our stock price on our ability to hire and retain highly skilled personnel; the amount and timing of future sales and whether the average selling prices of our products could decrease rapidly over the life of the product as well as our dependence on a few key customers, who are often large corporations with substantial negotiating power; our ability to establish and maintain confidence in our long-term business
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prospects among customers and analysts and within our industry; whether we are subject to negative publicity; the effects of COVID-19 or other infectious diseases, health epidemics, pandemics and natural disasters on Luminar’s business; interruption or failure of our information technology and communications systems; cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our LiDAR solutions; market instability exacerbated by geopolitical conflicts, including the Israel-Hamas war and the conflict between Russia and Ukraine, as well as trade disputes with China and including the effect of sanctions and trade restrictions that may affect supply chain or sales opportunities; and those other factors discussed in Part 1, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our “2023 Annual Report”) under the heading “Risk Factors” and in subsequent reports filed with the SEC which we encourage you to carefully read. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
WEBSITE AND SOCIAL MEDIA DISCLOSURE
We use our website (https://www.luminartech.com/) and various social media channels as a means of disclosing information about the Company and its products to its customers, investors and the public (e.g., @luminartech on X (formerly Twitter), Luminartech on YouTube, and Luminar Technologies on LinkedIn). The information on our website (or any webpages referenced in this Quarterly Report on Form 10-Q) or posted on social media channels is not part of this or any other report that the Company files with, or furnishes to, the Securities and Exchange Commission (the “SEC”). The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
June 30, 2024December 31, 2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$52,335 $139,095 
Restricted cash1,758 1,529 
Marketable securities108,989 150,727 
Accounts receivable19,752 14,124 
Inventory14,026 12,196 
Prepaid expenses and other current assets33,175 32,950 
Total current assets230,035 350,621 
Property and equipment, net58,190 66,300 
Operating lease right-of-use assets44,408 42,706 
Intangible assets, net20,994 22,994 
Goodwill7,390 7,390 
Other non-current assets20,792 22,356 
Total assets$381,809 $512,367 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable$20,506 $21,113 
Accrued and other current liabilities37,402 52,605 
Operating lease liabilities11,370 10,154 
Total current liabilities69,278 83,872 
Warrant liabilities84 1,069 
Convertible senior notes617,046 615,428 
Operating lease liabilities, non-current36,207 35,079 
Other non-current liabilities1,343 1,667 
Total liabilities723,958 737,115 
Commitments and contingencies (Note 15)
Stockholders’ deficit:
Class A common stock39 34 
Class B common stock10 10 
Additional paid-in capital2,066,404 1,927,378 
Accumulated other comprehensive income (loss)(109)2 
Treasury stock(312,477)(312,477)
Accumulated deficit(2,096,016)(1,839,695)
Total stockholders’ deficit
(342,149)(224,748)
Total liabilities and stockholders’ deficit$381,809 $512,367 
See accompanying notes to the unaudited condensed consolidated financial statements.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except share and per share data)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenue:
Products$15,739 $9,923 $31,041 $17,290 
Services712 6,274 6,378 13,416 
Total revenue16,451 16,197 37,419 30,706 
Cost of sales:
Products19,969 25,059 44,476 44,262 
Services10,162 9,473 17,078 19,403 
Total cost of sales30,131 34,532 61,554 63,665 
Gross loss(13,680)(18,335)(24,135)(32,959)
Operating expenses:
Research and development65,850 67,483 133,600 136,535 
Sales and marketing12,140 15,654 26,655 29,383 
General and administrative29,790 42,420 62,839 86,910 
Restructuring costs6,262 — 6,262 — 
Total operating expenses114,042 125,557 229,356 252,828 
Loss from operations(127,722)(143,892)(253,491)(285,787)
Other income (expense), net:
Change in fair value of warrant liabilities163 26 985 (1,028)
Interest expense(2,757)(1,273)(5,514)(2,938)
Interest income2,519 1,605 5,949 3,510 
Gain from acquisition of EM4, LLC (“EM4”)
— — 1,752 — 
(Losses)/gains related to investments and certain other assets, and other income (expense)
(3,376)1,787 (5,981)(2,278)
Total other income (expense), net(3,451)2,145 (2,809)(2,734)
Loss before provision for income taxes
(131,173)(141,747)(256,300)(288,521)
Provision for (benefit from) income taxes
(566)9 21 9 
Net loss$(130,607)$(141,756)$(256,321)$(288,530)
Net loss per share:
Basic and diluted$(0.29)$(0.37)$(0.58)$(0.77)
Shares used in computing net loss per share:
Basic and diluted453,978,904 382,424,675 439,454,034 376,616,066 
Comprehensive Loss:
Net loss$(130,607)$(141,756)$(256,321)$(288,530)
Net unrealized gain (loss) on available-for-sale debt securities(41)1,192 (111)3,418 
Comprehensive loss$(130,648)$(140,564)$(256,432)$(285,112)
See accompanying notes to the unaudited condensed consolidated financial statements.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Deficit
(Unaudited)
(In thousands, except share data)
Class A
Common Stock		Class B
Common Stock		Additional
Paid-in
Capital
Accumulated
Other
Comprehensive Income (Loss)
Treasury
Stock		Accumulated
Deficit
Total
Stockholders’
Deficit
SharesAmountSharesAmount
Balance as of March 31, 2023301,045,203 $30 97,088,670 $10 $1,647,357 $(2,000)$(312,477)$(1,415,200)$(82,280)
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units4,009,392 — — — 610 — — — 610 
Issuance of Class A common stock under employee stock purchase plan (“ESPP”)
272,524 — — — 1,406 — — — 1,406 
Issuance of Class A common stock under the Equity Financing Program
1,005,603 — — — 6,939 — — — 6,939 
Issuance of Class A common stock to a wholly owned subsidiary of TPK Universal Solutions Limited (“TPK”)
1,652,892 — — — 10,000 — — — 10,000 
Vendor payments under the stock-in-lieu of cash program4,487,402 1 — — 16,853 — — — 16,854 
Milestone awards related to acquisitions
1,415,613 — — — 9,320 — — — 9,320 
Share-based compensation— — — — 48,568 — — — 48,568 
Other comprehensive income— — — — — 1,192 — — 1,192 
Net loss— — — — — — — (141,756)(141,756)
Balance as of June 30, 2023313,888,629 $31 97,088,670 $10 $1,741,053 $(808)$(312,477)$(1,556,956)$(129,147)
Balance as of March 31, 2024365,309,068 $36 97,088,670 $10 $1,998,063 $(68)$(312,477)$(1,965,409)$(279,845)
Issuance of Class A common stock upon exercise of Private Warrants— — — — — — — — — 
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units10,712,932 1 — — 33 — — — 34 
Issuance of Class A common stock under employee stock purchase plan (“ESPP”)529,648 — — — 799 — — — 799 
Issuance of Class A common stock under the Equity Financing Program10,356,990 1 — — 18,674 — — — 18,675 
Vendor payments under the stock-in-lieu of cash program1,440,549 — — — 2,784 — — — 2,784 
Milestone awards related to acquisition3,167,190 1 — — 5,614 — — — 5,615 
Share-based compensation, including restructuring costs
— — — — 40,392 — — — 40,392 
Expense related to Volvo Warrants— — — — 135 — — — 135 
Payments of employee taxes related to vested restricted stock units— — — — (90)— — — (90)
Other comprehensive loss
— — — — — (41)— — (41)
Net loss— — — — — — — (130,607)(130,607)
Balance as of June 30, 2024391,516,377 $39 97,088,670 $10 $2,066,404 $(109)$(312,477)$(2,096,016)$(342,149)
See accompanying notes to the unaudited condensed consolidated financial statements.

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Deficit
(Unaudited)
(In thousands, except share data)
Class A
Common Stock		Class B
Common Stock		Additional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Accumulated
Deficit
Total
Stockholders’
Deficit
SharesAmountSharesAmount
Balance as of December 31, 2022291,942,087 $29 97,088,670 $10 $1,558,685 $(4,226)$(312,477)$(1,268,426)$(26,405)
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units8,725,129 1 — — 1,648 — — — 1,649 
Issuance of Class A common stock under employee stock purchase plan (“ESPP”)
272,524 — — — 1,406 — — — 1,406 
Vendor payments under the stock-in-lieu of cash program6,115,092 1 — — 33,594 — — — 33,595 
Issuance of Class A common stock to a wholly owned subsidiary of TPK
1,652,892 — — — 10,000 — — — 10,000 
Milestone awards related to acquisitions
1,415,613 — — — 9,320 — — — 9,320 
Issuance of Class A common stock under the Equity Financing Program
3,765,292 — — — 29,604 — — — 29,604 
Share-based compensation— — — — 97,368 — — — 97,368 
Payments of employee taxes related to stock-based awards— — — — (572)— — — (572)
Other comprehensive income
— — — — — 3,418 — — 3,418 
Net loss— — — — — — — (288,530)(288,530)
Balance as of June 30, 2023
313,888,629 $31 97,088,670 $10 $1,741,053 $(808)$(312,477)$(1,556,956)$(129,147)
Balance as of December 31, 2023344,606,104 $34 97,088,670 $10 $1,927,378 $2 $(312,477)$(1,839,695)$(224,748)
Issuance of Class A common stock upon exercise of Private Warrants— — — — — — — — — 
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units16,706,256 2 — — 405 — — — 407 
Issuance of Class A common stock under ESPP529,648 — — — 800 — — — 800 
Issuance of Class A common stock under the Equity Financing Program20,001,276 2 — — 35,903 — — — 35,905 
Issuance of Class A common stock under 401(k) Plan
1,500,000 — — — 2,550 — — — 2,550 
Issuance of Class A common stock in settlement of certain claims
704,691 — — — 1,842 — — — 1,842 
Vendor payments under the stock-in-lieu of cash program1,591,755 1 — — 5,004 — — — 5,005 
Milestone awards related to acquisitions5,876,647 — — — 11,249 — — — 11,249 
Share-based compensation, including restructuring costs— — — — 81,354 — — — 81,354 
Expense related to Volvo Warrants
— — — — 135 — — — 135 
Payments of employee taxes related to stock-based awards— — — — (216)— — — (216)
Other comprehensive loss
— — — — — (111)— — (111)
Net loss— — — — — — — (256,321)(256,321)
Balance as of June 30, 2024391,516,377 $39 97,088,670 $10 $2,066,404 $(109)$(312,477)$(2,096,016)$(342,149)
See accompanying notes to the unaudited condensed consolidated financial statements.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended June 30,
20242023
Cash flows from operating activities:
Net loss$(256,321)$(288,530)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization14,458 7,536 
Amortization of operating lease right-of-use assets4,230 3,303 
Amortization of premium on marketable securities
(1,278)(1,611)
Loss on marketable securities1,976 1,859 
Change in fair value of private warrants(985)1,028 
Vendor stock-in-lieu of cash program8,448 21,114 
Gain from acquisition of EM4(1,752)— 
Amortization of debt discount and issuance costs1,618 1,618 
Inventory write-offs and write-downs17,806 13,432 
Share-based compensation, including restructuring costs83,019 115,149 
Impairment of investments4,000 — 
Change in product warranty and other
(2,758)3,084 
Changes in operating assets and liabilities:
Accounts receivable(4,563)(5,635)
Inventories(16,098)(24,958)
Prepaid expenses and other current assets(1,793)13,858 
Other non-current assets(2,915)(5,287)
Accounts payable(1,877)3,761 
Accrued and other current liabilities916 10,927 
Other non-current liabilities(5,067)(8,631)
Net cash used in operating activities(158,936)(137,983)
Cash flows from investing activities:
Acquisition of EM4 (net of cash acquired)(3,831)— 
Acquisition of Seagate’s lidar business
— (12,608)
Purchases of marketable securities(75,051)(171,118)
Proceeds from maturities of marketable securities112,242 277,771 
Proceeds from sales/redemptions of marketable securities3,737 39,152 
Purchases of property and equipment(1,586)(16,831)
Net cash provided by investing activities35,511 116,366 
Cash flows from financing activities:
Net proceeds from issuance of Class A common stock under the Equity Financing Program35,903 29,604 
Proceeds from issuance of Class A common stock to a wholly owned subsidiary of TPK— 10,000 
Proceeds from exercise of stock options407 1,570 
Proceeds from sale of Class A common stock under ESPP800 1,406 
Payments of employee taxes related to stock-based awards(216)(572)
Net cash provided by financing activities36,894 42,008 
Net increase (decrease) in cash, cash equivalents and restricted cash(86,531)20,391 
Beginning cash, cash equivalents and restricted cash140,624 71,105 
Ending cash, cash equivalents and restricted cash$54,093 $91,496 
Supplemental disclosures of cash flow information:
Cash paid for interest$3,906 $3,906 
Supplemental disclosures of noncash investing and financing activities:
Operating lease right-of-use assets obtained in exchange for lease obligations$3,842 $2,948 
Purchases of property and equipment recorded in accounts payable and accrued liabilities876 5,439 
Vendor stock-in-lieu of cash program—advances for capital projects and equipment— 4,245 

See accompanying notes to the unaudited condensed consolidated financial statements.
8
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Organization and Description of Business
Luminar Technologies, Inc. (together with its wholly-owned subsidiaries, the “Company” or “Luminar”) is incorporated in Delaware. Luminar is a global automotive technology company ushering in a new era of vehicle safety and autonomy. Over the past decade, Luminar has been building from the chip-level up, its light detection and ranging sensor, or LiDAR, which is expected to meet the demanding performance, safety, reliability and cost requirements to enable next-generation safety and autonomous capabilities for passenger and commercial vehicles as well as other adjacent markets. The Company’s Class A common stock is listed on the NASDAQ under the symbol “LAZR.”
The Company is headquartered in Orlando, Florida and has personnel that conducts the Company’s operations from various locations in the United States and internationally including Germany, Sweden, Mexico, China and India.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) filed with the SEC on February 28, 2024. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosures. The significant estimates made by management include inventory reserves, useful life of long-lived assets, valuation allowance for deferred tax assets, valuation of warrants issued in a private placement (“Private Warrants”), valuation of contingent consideration payable, and assets acquired in mergers and acquisitions including intangible assets, forecasted costs associated with non-recurring engineering (“NRE”) services, restructuring costs and stock-based compensation expense. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates.
Segment Information
The Company has determined its operating segments using the same indicators which are used to evaluate its performance internally. The Company’s business activities are organized in two operating segments:
(i) “Autonomy Solutions” which includes manufacturing and distribution of LiDAR sensors that measure distance using laser light to generate a 3D map, non-recurring engineering services related to the Company’s LiDAR products, development of software products that enable autonomy capabilities for automotive applications, and licensing of certain information. In June 2022, the Company acquired certain assets from Solfice Research, Inc. (“Solfice” or “Civil Maps”). In January 2023, the Company acquired certain assets from Seagate Technology LLC and Seagate Singapore International Headquarters Pte. Ltd. (individually and collectively, “Seagate”). Assets purchased from both Civil Maps and Seagate have been included in the Autonomy Solutions segment.
(ii) “Advanced Technologies and Services (“ATS”) which includes the design, development, manufacturing, packaging and development services of photonic components and subsystems (including semiconductor lasers and photodetectors), application-specific integrated circuits and pixel-based sensors. The Company acquired Optogration, Inc. (“Optogration”) in August 2021, Freedom Photonics LLC (“Freedom Photonics”), in April 2022, and EM4, LLC (“EM4”) in March 2024. Operations of Optogration, Freedom Photonics and EM4 have been included in the ATS segment since their respective acquisition dates.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Concentration of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, debt securities and accounts receivable. The Company’s deposits exceed federally insured limits. Cash held by foreign subsidiaries of the Company as of June 30, 2024 and December 31, 2023 was not material.
The Company’s revenue is derived from customers located in the United States and international markets. Two customers accounted for 51% and 12% of the Company’s accounts receivable as of June 30, 2024, respectively. One customer accounted for 71% of the Company’s accounts receivable as of December 31, 2023.
Significant Accounting Policies
The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2023. There has been no material change to the Company’s significant accounting policies during the six months ended June 30, 2024.
Recent Accounting Pronouncements Not Yet Effective
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires a public company to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 will be effective for the Company for the annual period beginning January 1, 2025 with early adoption permitted. The Company is currently evaluating this guidance and the impact it may have on its financial statement disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires a public company to enhance disclosures about significant segment expenses and provide incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. ASU 2023-07 will be effective for the Company for fiscal year beginning January 1, 2024, and interim periods within fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating this guidance and the impact it may have on its financial statement disclosures.
Note 3. Business Combinations and Acquisitions
Acquisition of EM4
On March 18, 2024 (the “Acquisition Date”), the Company completed its acquisition of EM4, a designer, manufacturer and seller of packaged photonic components and sub-systems for aerospace and industrial markets. The EM4 acquisition is expected to accelerate the Company’s strategy to package lasers, detectors and ASICs.
The Company acquired 100% of the membership interests of EM4 from G&H Investment Holding, Inc. (“G&H”), for an aggregate purchase price of approximately $4.5 million in cash, net of working capital adjustments, and up to $6.75 million in contingent future payments to G&H subject to the achievement of certain financial performance targets. The fair value of the contingent consideration at the Acquisition Date was estimated to be $0.1 million. The Company utilized a Monte Carlo simulation model to estimate the probability-weighted fair value of the contingent consideration. This transaction has been accounted for as a business combination. The acquisition related costs incurred as part of the transaction were not material.
Recording of Assets Acquired and Liabilities Assumed
Price allocation includes preliminary estimates of deferred tax balances, certain tax liabilities, for which the Company is in the process of collecting documentation to ascertain potential amounts, and fair value of certain working capital components. Preliminary estimates of fair values included in the condensed consolidated financial statements are expected to be finalized within a one-year measurement period following the acquisition date after which any subsequent adjustments will be reflected in the consolidated statements of operations.
10
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table summarizes the preliminary purchase price allocation to assets acquired (in thousands):
Preliminary
Recorded Value
Cash and cash equivalents$557 
Accounts receivable1,064 
Contract asset1,644 
Inventories, net3,539 
Prepaid expenses and other current assets252 
Property plant and equipment1,888 
Operating lease right-of-use assets2,072 
     Total assets acquired11,016 
Current liabilities(3,148)
Operating lease liabilities, non-current(1,628)
     Total liabilities assumed(4,776)
      Net assets acquired$6,240 
Since the consideration paid by the Company to acquire EM4’s business was lower than the estimated fair value of net assets acquired, the Company recognized a $1.8 million gain from the acquisition of EM4. The following factors contributed towards the purchase price paid by the Company being lower than the estimated fair value of the net assets acquired: (a) EM4 had historically been incurring losses; (b) G&H viewed EM4 as non-core; (c) although G&H pursued a competitive auction process for the business, the ultimate timeline to completion was drawn-out due to the complexity of the transaction structure; and (d) during the later stages of the sale process, after the Company was selected as the winning bidder, EM4’s business was impacted by the cancellation of certain material government programs as well as delays in certain other purchase orders, which also served to significantly reduce the estimated probability of the contingent future payments to G&H.
The results of operations related to EM4 are included in our condensed consolidated statements of operations beginning from the Acquisition Date.
11
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 4. Revenue
The Company’s revenue is comprised of sales of LiDAR sensors hardware, components, NRE services and licensing of certain information available with the Company.
Disaggregation of Revenues
The Company disaggregates its revenue from contracts with customers by (1) geographic region based on a customer’s billed to location, and (2) type of good or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above, as well as revenue by segment, are as follows (in thousands):
Three Months Ended June 30,
20242023
Revenue% of RevenueRevenue% of Revenue
Revenue by primary geographical market:
North America$15,764 96 %$13,776 85 %
Asia Pacific16 — %393 2 %
Europe and Middle East
671 4 %2,028 13 %
Total$16,451 100 %$16,197 100 %
Revenue by timing of recognition:
Recognized at a point in time$15,808 96 %$9,932 61 %
Recognized over time643 4 %6,265 39 %
Total$16,451 100 %$16,197 100 %
Revenue by segment:
Autonomy Solutions$9,981 61 %$9,738 60 %
ATS6,470 39 %6,459 40 %
Total$16,451 100 %$16,197 100 %
Six Months Ended June 30,
20242023
Revenue% of RevenueRevenue% of Revenue
Revenue by primary geographical market:
North America$36,101 97 %$26,974 88 %
Asia Pacific97 — %985 3 %
Europe and Middle East1,221 3 %2,747 9 %
Total$37,419 100 %$30,706 100 %
Revenue by timing of recognition:
Recognized at a point in time$31,112 83 %$17,290 56 %
Recognized over time6,307 17 %13,416 44 %
Total$37,419 100 %$30,706 100 %
Revenue by segment:
Autonomy Solutions$26,301 70 %$20,411 66 %
ATS11,118 30 %10,295 34 %
Total$37,419 100 %$30,706 100 %
Volvo Stock Purchase Warrant
The Company had previously issued certain stock purchase warrants (“Volvo Warrants”) to Volvo Car Technology Fund AB (“VCTF”) in connection with an engineering services contract. The Volvo Warrants vest and become exercisable in two tranches based on satisfaction of certain commercial milestones. The fair value of the first tranche of the Volvo Warrants was recorded as a reduction in revenue in 2021. The second tranche of the Volvo warrants will be recorded as reduction in revenue
12
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
to be amortized over sales of a certain number of the Company’s sensors to Volvo for use in their commercial vehicles, which commenced in the second quarter of 2024.
Contract assets and liabilities
Changes in the Company’s contract assets and contract liabilities primarily result from the timing difference between the Company’s performance and the customer’s payment based on contractual terms. Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. Contract liabilities consist of the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. Customer advance payments represent required customer payments in advance of product shipments. Customer advance payments are recognized in revenue as or when control of the performance obligation is transferred to the customer.
The opening and closing balances of contract assets were as follows (in thousands):
 June 30, 2024December 31, 2023
Contract assets, current$10,807 $14,132 
Contract assets, non-current4,944 2,471 
Ending balance$15,751 $16,603 

The significant changes in contract assets balances consisted of the following (in thousands): 
 June 30, 2024December 31, 2023
Beginning balance$16,603 $17,970 
Amounts billed that were included in the contract assets beginning balance(3,523)(10,965)
Contract assets from acquisition of EM4 (See Note 3)1,644 — 
Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed1,027 9,598 
Ending balance$15,751 $16,603 
The opening and closing balances of contract liabilities were as follows (in thousands):
 June 30, 2024December 31, 2023
Contract liabilities, current$1,707 $3,127 
Contract liabilities, non-current229 805 
Ending balance$1,936 $3,932 
The significant changes in contract liabilities balances consisted of the following (in thousands): 
 June 30, 2024December 31, 2023
Beginning balance$3,932 $3,008 
Revenue recognized that was included in the contract liabilities beginning balance(2,586)(2,125)
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period590 3,049 
Ending balance$1,936 $3,932 
Remaining Performance Obligations
Revenue allocated to remaining performance obligations was $7.9 million as of June 30, 2024 and includes amounts within contract liabilities. The Company expects to recognize approximately 97% of this revenue over the next 12 months and the remainder thereafter.
Note 5. Restructuring
In May, the Company approved a restructuring plan (the “May 2024 Plan”) which was announced on May 3, 2024. The plan included reducing workforce by roughly 20% and sub-leasing of certain facilities. The actions disclosed commenced immediately following the announcement and are expected to be essentially complete by the end of 2024. By June 30, 2024, the reduction in workforce actions resulted in the termination of 155 employees. Total separation costs associated with the May
13
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
2024 Plan amounted to $6.3 million in the second quarter of 2024 and have been included as restructuring costs in the income statement. The following table summarizes the restructuring charges as of June 30, 2024.
Severance expense
Other expenses
Total
Balance as of December 31, 2023
$— $— $— 
Restructuring charges
6,151 111 6,262 
Cash payments
(3,300)— (3,300)
Non-cash charges
(1,412)— (1,412)
Balance payable and accrued liabilities as of June 30, 2024
$1,439 $111 $1,550 
The entire balance payable of $1.6 million relates to the Autonomy Solutions segment.
Note 6. Investments
Debt Securities
The Company’s investments in debt securities consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):
June 30, 2024
 CostGross
Unrealized
Gains		Gross
Unrealized
Losses		Fair Value
U.S. treasury securities$18,140 $— $(4)$18,136 
U.S. agency and government sponsored securities1,543 — (1)1,542 
Commercial paper9,876 — — 9,876 
Corporate bonds75,949 3 (107)75,845 
Certificate of deposit
500 — — 500 
Total debt securities$106,008 $3 $(112)$105,899 
Included in cash and cash equivalents$— $— $— $— 
Included in marketable securities$106,008 $3 $(112)$105,899 
December 31, 2023
 CostGross
Unrealized
Gains		Gross
Unrealized
Losses		Fair Value
U.S. treasury securities$86,764 $20 $— $86,784 
U.S. agency and government sponsored securities2,732 — — 2,732 
Commercial paper10,144 — — 10,144 
Corporate bonds44,924 9 (27)44,906 
Total debt securities$144,564 $29 $(27)$144,566 
Included in cash and cash equivalents$1,595 $— $(1)$1,594 
Included in marketable securities$142,969 $29 $(26)$142,972 
The following table presents the gross unrealized losses and the fair value for those debt securities that were in an unrealized loss position for less than 12 months as of June 30, 2024 and December 31, 2023 (in thousands):
June 30, 2024December 31, 2023
Gross
Unrealized
Losses		Fair ValueGross
Unrealized
Losses		Fair Value
U.S. treasury securities$(4)$16,487 $— $— 
U.S. agency and government sponsored securities(1)1,542 — 741 
Corporate bonds(107)44,802 (27)30,621 
Total$(112)$62,831 $(27)$31,362 
14
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Equity Investments
The Company’s equity investments consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):
Condensed Consolidated Balance Sheets LocationJune 30, 2024December 31, 2023
Money market funds(1)
Cash and cash equivalents$40,627 $101,842 
Marketable equity investments(1)
Marketable securities3,090 7,755 
Investment in non-marketable securities(2)
Other non-current assets10,000 10,000 
Non-marketable equity investment measured using the measurement alternative(2)
Other non-current assets— 4,000 
Total$53,717 $123,597 
(1)    Investments with readily determinable fair values.
(2)    Investment in privately held company without readily determinable fair value.
The Company assesses its non-marketable equity investments quarterly for impairment. Adjustments and impairments are recorded in other income (expense), net on the condensed consolidated statements of operations.
The Company measured the current value of its investment in Robotic Research OpCo, LLC (“Forterra”) at cost as provided under the guidance for measurement of equity investment using the measurement alternative. As a result of anticipated losses of preferred rights and decline in enterprise value of Forterra, the Company has recorded an impairment charge of $4.0 million related to the said investment in the second quarter of 2024.
Note 7. Financial Statement Components
Cash and Cash Equivalents
Cash and cash equivalents consisted of the following (in thousands):
 June 30, 2024December 31, 2023
Cash$11,708 $35,659 
Money market funds40,627 101,842 
Commercial paper— 497 
Corporate bonds— 1,097 
Total cash and cash equivalents$52,335 $139,095 
Inventory
Inventory comprised of the following (in thousands):
 June 30, 2024December 31, 2023
Raw materials$7,317 $5,614 
Work-in-process2,550 2,521 
Finished goods4,159 4,061 
Total inventories, net$14,026 $12,196 
The Company’s inventory write-downs were $0.9 million and $17.8 million for the three and six months ended June 30, 2024 and $8.0 million and $13.4 million for the three and six months ended June 30, 2023, respectively. The write-downs were primarily due to obsolescence charges as a result of change in product design, lower of cost or market assessment, yield losses, and other adjustments.
15
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
 June 30, 2024December 31, 2023
Prepaid expenses$14,746 $12,434 
Contract assets10,807 14,132 
Advance payments to vendors1,180 3,038 
Other receivables6,442 3,346 
Total prepaid expenses and other current assets$33,175 $32,950 
Property and Equipment
Property and equipment consisted of the following (in thousands):
 June 30, 2024December 31, 2023
Machinery and equipment$61,017 $58,815 
Computer hardware and software7,907 7,025 
Land1,001 1,001 
Leasehold improvements22,620 22,531 
Vehicles, including demonstration fleet2,139 2,207 
Furniture and fixtures929 900 
Construction in progress1,569 2,256 
Total property and equipment97,182 94,735 
Accumulated depreciation
(38,992)(28,435)
Total property and equipment, net$58,190 $66,300 
Property and equipment capitalized under finance lease were not material.
Depreciation expense associated with property and equipment was $5.4 million and $12.5 million for the three and six months ended June 30, 2024 and $3.5 million and $5.4 million for the three and six months ended June 30, 2023, respectively.
The Company continually evaluates opportunities for optimizing its manufacturing processes and product design. In 2023, the Company finalized and committed to a plan to change its sourcing of certain sub-assemblies and components from one supplier to another, which requires the Company to abandon certain equipment located at the legacy supplier. As a result, the Company has reduced the useful lives of the long-lived assets within the impacted asset group in line with when these assets are expected to be abandoned. The Company expects the transition to the new supplier to be essentially completed in 2024. The reduction in the estimated useful lives of the impacted assets resulted in the Company recording $1.3 million and $3.4 million of incremental accelerated depreciation charges in the three and six months ended June 30, 2024, respectively.
Intangible Assets
The following table summarizes the activity in the Company’s intangible assets (in thousands):
June 30, 2024December 31, 2023
Beginning of the period$22,994 $22,077 
Additions— 8,240 
Amortization
(2,000)(4,323)
Impairment
— (3,000)
End of the period$20,994 $22,994 
16
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Intangible assets were acquired in connection with the Company’s acquisition of Optogration in August 2021, Freedom Photonics in April 2022 and Solfice in June 2022. The components of intangible assets were as follows (in thousands):
June 30, 2024December 31, 2023
Gross
Carrying
 Amount		Accumulated
Amortization
Impairment
Net
Carrying
Amount		Weighted Average
Remaining Period
(Years)		Gross
Carrying
 Amount		Accumulated
Amortization
Impairment
Net
Carrying
Amount		Weighted
Average
Remaining
Period
(Years)
Customer relationships$3,730 $(1,887)$— $1,843 3.3$3,730 $(1,479)$— $2,251 3.7
Customer backlog650 (650)— — —650 (650)— — —
Tradename620 (401)— 219 1.8620 (339)— 281 2.3
Assembled workforce
130 (130)— — —130 (130)— — —
Developed technology20,150 (5,718)— 14,432 5.020,150 (4,188)— 15,962 5.5
IPR&D4,500 — — 4,500 —7,500 — (3,000)4,500 —
Total intangible assets$29,780 $(8,786)$— $20,994 4.8$32,780 $(6,786)$(3,000)$22,994 5.2
Amortization expense related to intangible assets was $1.0 million and $2.0 million for the three and six months ended June 30, 2024 and $1.1 million and $2.2 million for the three and six months ended June 30, 2023, respectively.
As of June 30, 2024, the expected future amortization expense for intangible assets was as follows (in thousands):
PeriodExpected Future
Amortization Expense
2024 (remaining six months)
$2,000 
20254,001 
20263,355 
20273,138 
20281,646 
Thereafter2,354 
IPR&D4,500 
Total$20,994 
Goodwill
The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands):
 Autonomy SolutionsATSTotal
Balance as of December 31, 2022
$687 $18,129 $18,816 
Goodwill related to acquisition of Seagate’s lidar business
1,063 — 1,063 
Impairment of goodwill related to Freedom Photonics
— (12,489)(12,489)
Balance as of December 31, 2023
$1,750 $5,640 $7,390 
Balance as of June 30, 2024
$1,750 $5,640 $7,390 
During the year ended December 31, 2023, the Company recognized impairment charges of $12.5 million and $3.0 million related to goodwill and IPR&D related to Freedom Photonics. These impairment charges were due to events that occurred during the fourth quarter of 2023, including a decision to delay development activities on certain new products resulting from an increasing focus on supporting the product roadmap of the Autonomy Solutions segment, and a lowering of the growth outlook for the business due to less than anticipated traction in sales of new products. As the Autonomy Solutions segment continues to develop its product roadmap, certain resources from the ATS segment assist in these activities. If these resources are utilized for longer than anticipated, the Company would expect additional development delays in its external facing products, which could result in future declines in its goodwill and IPR&D balances. Total life-to-date goodwill impairment charge recorded by the ATS reportable segment was $12.5 million and no impairment charge has been recorded by the Autonomy Solutions reportable segment.
17
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
In relation to the goodwill, the Company engaged third-party valuation specialists and used industry accepted valuation models and criteria that were reviewed and approved by various levels of management. The Company assessed the fair value of the Freedom Photonics reporting during the fourth quarter of 2023, using the discounted cash flow method under the income approach, utilizing estimated cash flows and a terminal value, discounted at a rate of return that reflects the relative risk of the cash flows. The significant assumptions used in the assessment of the reporting unit included revenue growth rates, profit margins, operating expenses, capital expenditures, terminal value and a discount rate. As a result of this assessment, the Company concluded that the carrying value of the Freedom Photonics reporting unit exceeded the estimated fair value by $12.5 million, which was recorded as an impairment charge to goodwill.
In relation to the intangibles, the significant assumptions used in the assessment of the IPR&D intangible asset included revenue growth rates, a discount rate and a royalty rate. Based on this assessment, the Company recorded a $3.0 million impairment charge related to the IPR&D intangible asset during the fourth quarter of 2023.
Other Non-Current Assets
Other non-current assets consisted of the following (in thousands):
 June 30, 2024December 31, 2023
Security deposits$2,637 $2,410 
Non-marketable equity investment
10,000 14,000 
Prepaid expenses non-current
2,492 — 
Contract assets4,944 2,471 
Other non-current assets719 3,475 
Total other non-current assets$20,792 $22,356 
Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following (in thousands): 
 June 30, 2024December 31, 2023
Accrued compensation and benefits$9,052 $20,658 
Accrued expenses13,172 14,723 
Contract losses10,914 8,790 
Warranty reserves786 4,154 
Contract liabilities1,707 3,127 
Accrued interest payable and other liabilities
1,771 1,153 
Total accrued and other current liabilities$37,402 $52,605 
During the three and six months ended June 30, 2024, the Company recorded $10.2 million and $12.5 million, respectively, and $4.8 million and $7.6 million for the three and six months ended June 30, 2023, respectively, in cost of sales (services) with respect to estimated losses expected to be incurred on NRE projects with certain customers. The estimated contract losses were primarily driven by delays in achievement of certain milestones and changes in scope of project deliverables agreed upon with a customer.
Note 8. Debt
Convertible Senior Notes and Capped Call Transactions
In December 2021, the Company issued $625.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2026 in a private placement, which included $75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the option granted to the initial purchasers to purchase additional notes (collectively, the “Convertible Senior Notes”). The interest on the Convertible Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The Convertible Senior Notes will mature on December 15, 2026, unless repurchased or redeemed earlier by the Company or converted pursuant to their terms.
The total net proceeds from the debt offering, after deducting fees paid to the initial purchasers paid by the Company, was approximately $609.4 million.
Each $1,000 principal amount of the Convertible Senior Notes is initially convertible into 50.0475 shares of the Company’s Class A common stock, par value $0.0001, which is equivalent to an initial conversion price of approximately
18
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
$19.98 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events prior to the maturity date but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption in respect of some or all of the Convertible Senior Notes, the Company will, under certain circumstances, increase the conversion rate of the Convertible Senior Notes for a holder who elects to convert its Convertible Senior Notes in connection with such a corporate event or convert its Convertible Senior Notes called for redemption during the related redemption period, as the case may be. The Convertible Senior Notes are redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after December 20, 2024, and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if certain liquidity conditions are satisfied and the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (2) the trading day immediately before the date the Company sends such notice. If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Senior Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their Convertible Senior Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Holders of the Convertible Senior Notes may convert their Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2022, if the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Class A common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of specified corporate events or distributions on the Class A common stock; and (4) if the Convertible Senior Notes are called for redemption. On or after June 15, 2026, holders may convert all or any portion of their Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election. As of June 30, 2024, the conditions allowing holders of the Convertible Senior Notes to convert were not met.
The Company currently intends to settle the principal amount of its outstanding Convertible Senior Notes in cash and any excess in shares of the Company’s Class A common stock.
The Convertible Senior Notes are senior unsecured obligations and will rank equal in right of payment with the Company’s future senior unsecured indebtedness; senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the Convertible Senior Notes; effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.
The Company has classified the Convertible Senior Notes as a non-current liability under the guidance in ASC 470-20, as amended by ASU 2020-06. Debt discount and issuance costs aggregating approximately $16.2 million were initially recorded as a reduction to the principal amount of the Convertible Senior Notes and is being amortized as interest expense on a straight line basis over the contractual terms of the notes. The Company estimates that the difference between amortizing the debt discounts and the issuance costs using the straight line method as compared to using the effective interest rate method is immaterial.
19
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
The net carrying amount of the Convertible Senior Notes was as follows (in thousands):
June 30, 2024December 31, 2023
Principal$625,000 $625,000 
Unamortized debt discount and issuance costs(7,954)(9,572)
Net carrying amount$617,046 $615,428 
The following table sets forth the interest expense recognized related to the Convertible Senior Notes (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Contractual interest expense$1,948 $1,948 $3,896 $3,874 
Amortization of debt discount and issuance costs809 809 1,618 1,618 
Total interest expense$2,757 $2,757 $5,514 $5,492 
The remaining term over which the debt discount and issuance costs will be amortized is 2.5 years.
In connection with the offering of the Convertible Senior Notes, the Company entered into privately negotiated capped call option transactions with certain counterparties (the “Capped Calls”). The Capped Calls each have an initial strike price of approximately $19.98 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Senior Notes. The Capped Calls have initial cap prices of $30.16 per share, subject to certain adjustment events. The Capped Calls are generally intended to reduce the potential dilution to the Class A common stock upon any conversion of the Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The Capped Calls expire on April 6, 2027, subject to earlier exercise. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including changes in law, failure to deliver, and hedging disruptions. The Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $73.4 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet.
See Note 17. Subsequent Event for a description of the refinancing of the Convertible Senior Notes.

Credit Facility
In February 2024, the Company entered into two non-recourse loan and securities pledge agreements (the “Loan Agreements”) with The St. James Bank & Trust Company Ltd. (the “Lender”), pursuant to which the Company may borrow up to an aggregate of $50.0 million (the “Credit Facility”). Any loans made by the Lender under the Loan Agreements would be collateralized by shares of the Company’s Class A common stock or stock the Company holds as investments in other companies. The Loan Agreements require the Company to pay an up-front structure fee of 1.5% on any amounts borrowed, and any outstanding amounts would bear interest at 8.0% per annum. The Company has not borrowed any amounts under the Credit Facility and had no outstanding balance as of June 30, 2024.
Note 9. Fair Value Measurements
As of June 30, 2024, the Company carried cash equivalents, marketable investments and Private Warrants that are measured at fair value on a recurring basis. Additionally, the Company measures its equity-settled fixed value awards at fair value on a recurring basis. See Note 12 for further information on the Company’s fixed value equity awards.
Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities.
20
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques.
The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments.
Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations, alternative pricing sources or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded.
Given that the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors of Gores Metropoulos, Inc. (“Gores”) would result in the Private Warrants having substantially the same terms as warrants issued in connection with the initial public offering of Gores (“Public Warrants”), management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As of June 30, 2024, management determined the fair value of the Private Warrants using observable inputs in the Black-Scholes valuation model, which used the remaining term of warrants of 1.42 years volatility of 90.16% and a risk-free rate of 4.93%. Accordingly, the Private Warrants are classified as Level 3 financial instruments.
The following table presents changes in Level 3 liabilities relating to Private Warrants measured at fair value (in thousands):
Private Warrants
Balance as of December 31, 2023
$1,069 
Change in fair value of outstanding warrants(985)
Balance as of June 30, 2024
$84 
21
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):
Fair Value Measured as of
June 30, 2024:
Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$40,627 $— $— $40,627 
Total cash equivalents$40,627 $— $— $40,627 
Marketable investments:
U.S. treasury securities$18,136 $— $— $18,136 
U.S. agency and government sponsored securities— 1,542 — 1,542 
Commercial paper— 9,876 — 9,876 
Corporate bonds— 75,845 — 75,845 
Certificate of deposit— 500 — 500 
Marketable equity investments3,090 — — 3,090 
Total marketable investments$21,226 $87,763 $— $108,989 
Liabilities:
Private Warrants$— $— $84 $84 
Fair Value Measured as of
December 31, 2023:
Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$101,842 $— $— $101,842 
Commercial paper— 497 — 497 
Corporate bonds— 1,097 — 1,097 
Total cash equivalents$101,842 $1,594 $— $103,436 
Marketable investments:
U.S. treasury securities$86,784 $— $— $86,784 
U.S. agency and government sponsored securities— 2,732 — 2,732 
Commercial paper— 9,647 — 9,647 
Corporate bonds— 43,809 — 43,809 
Marketable equity investments7,755 — — 7,755 
Total marketable investments$94,539 $56,188 $— $150,727 
Liabilities:
Private Warrants$— $— $1,069 $1,069 
As of June 30, 2024 and December 31, 2023, the estimated fair value of the Company’s outstanding Convertible Senior Notes was $249.4 million and $296.3 million, respectively. The fair value was determined based on the quoted price of the Convertible Senior Notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 in the fair value hierarchy. See Note 8 for further information on the Company’s Convertible Senior Notes.
The fair value of Company’s other financial instruments, including accounts receivable, accounts payable and other current liabilities, approximate their carrying value due to the relatively short maturity of those instruments. The carrying amounts of the Company’s finance leases approximate their fair value, which is the present value of expected future cash payments based on assumptions about current interest rates and the creditworthiness of the Company.
See Note 17. Subsequent Event for a description of the refinancing of the Convertible Senior Notes.
22
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 10. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock during the period plus common stock equivalents, as calculated under the treasury stock method, outstanding during the period. If the Company reports a net loss, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be antidilutive. The Company computes earnings (loss) per share using the two-class method for its Class A and Class B common stock. Earnings (loss) per share is same for both Class A and Class B common stock since they are entitled to the same liquidation and dividend rights.
The following table sets forth the computation of basic and diluted loss per share for the three and six months ended June 30, 2024 and 2023 (in thousands, except for share and per share amounts):
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Numerator:
Net loss$(130,607)$(141,756)$(256,321)$(288,530)
Denominator:
Weighted average common shares outstanding—Basic453,978,904 382,424,675 439,454,034 376,616,066 
Weighted average common shares outstanding—Diluted453,978,904 382,424,675 439,454,034 376,616,066 
Net loss per share—Basic and Diluted$(0.29)$(0.37)$(0.58)$(0.77)
The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive or related contingencies on issuance of shares had not been met as of June 30, 2024:
June 30, 2024
Warrants5,757,549 
Stock-based awards—Equity classified41,491,615 
Stock-based awards—Liability classified28,592,498 
Vendor stock-in-lieu of cash program4,317,671 
Convertible Senior Notes31,279,716 
Earn-out shares8,606,717 
Total120,045,766 
The Company uses the if converted method for calculating the dilutive effect of the Convertible Senior Notes using the initial conversion price of $19.981 per share. The closing price of Class A common stock as of June 30, 2024 was less than the initial conversion price.
See Note 17. Subsequent Event for a description of the refinancing of the Convertible Senior Notes.
Note 11. Stockholders’ Equity
Class A and Class B Common Stock
The Company’s board of directors (the “Board”) has authorized two classes of common stock, Class A and Class B. As of June 30, 2024, the Company had authorized 715,000,000 shares of Class A common stock and 121,000,000 shares of Class B common stock with a par value of $0.0001 per share for each class. As of June 30, 2024, the Company had 391,516,377 shares issued and 369,652,927 shares outstanding of Class A common stock, and 97,088,670 shares issued and outstanding of Class B common stock. Holders of Class A and Class B common stock have identical rights, except that holders of the Class A common stock are entitled to one vote per share and the holder of the Class B common stock is entitled to ten votes per share.
Equity Financing Program
On February 28, 2023, the Company entered into an agreement (the “2023 Sales Agreement”) with Virtu Americas LLC (the “Agent”) under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s Class A common stock with aggregate gross sales proceeds of up to $75.0 million through an equity offering program under
23
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
which the Agent will act as sales agent (the “Equity Financing Program”). The Company completed sale of common stock under the 2023 Sales Agreement in March 2024.
On May 3, 2024, the Company entered into an agreement (the “2024 Sales Agreement”) with the Agent, which extended the Equity Financing Program under the 2023 Sales Agreement. Under the 2024 Sales Agreement, the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s Class A common stock with aggregate gross sales proceeds of up to an additional $150.0 million under the Equity Financing Program. The Company intends to use the net proceeds, if any, from offerings under this program for expenditures or payments in connection with mergers and acquisitions, strategic investments, partnerships and similar transactions, repurchases of outstanding convertible debt securities, and if needed, for general corporate and business purposes.
Under the 2024 Sales Agreement, the Company sets the parameters for the sale of the shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the 2024 Sales Agreement, the Agent has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, (the “Securities Act”), including sales made through The Nasdaq Global Select Market.
The Company issued 10,356,990 and 20,001,276 shares of Class A common stock under the Equity Financing Program during the three and six months ended June 30, 2024 for net proceeds of $18.7 million and $35.9 million, respectively. As of June 30, 2024, the amount available for sale under the 2024 Sales Agreement was $138.0 million.
Private Warrants
The Company had 1,668,269 Private Warrants outstanding as of December 31, 2023. No Private Warrants were exercised in the six months ended June 30, 2024. The Private Warrants are set to expire on December 2, 2025. Each Private Warrant allows the holder to purchase one share of Class A common stock at $11.50 per share.
Stock-in-lieu of Cash Program
The Company has entered into arrangements with certain vendors and other third parties wherein the Company at its discretion may elect to compensate the respective vendors / third parties for services provided in either cash or by issuing shares of the Company’s Class A common stock (“Stock-in-lieu of Cash Program”). The Company considers the shares issuable under the Stock-in-lieu of Cash Program as liability classified awards when the arrangement with the vendors requires the Company to issue a variable number of shares to settle amounts owed.
During the six months ended June 30, 2024, the Company issued 1,591,755 shares of Class A common stock as part of the Stock-in-lieu of Cash Program. As of June 30, 2024, the Company had a total of $7.8 million in prepaid expenses and other current and non-current assets related to its Stock-in-lieu of Cash Program.
The Company’s vendor Stock-in-lieu of Cash Program activity for the six months ended June 30, 2024 was as follows:
SharesWeighted Average
Grant Date Fair Value
per Share
Unvested shares as of December 31, 2023
878,060 $4.32 
Granted1,591,755 1.76 
Vested(2,430,321)2.62 
Unvested shares as of June 30, 2024
39,494 6.07 
24
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 12. Stock-based Compensation
Prior to becoming a publicly traded entity, the Company issued incentive stock options, non-qualified stock options, and restricted stock to employees and non-employee consultants under its 2015 Stock Plan (the “2015 Plan”). Since the closing of the business combination between Gores Metropoulos, Inc. and Luminar Technologies, Inc. on December 2, 2020 (the “Business Combination”), the Company has not issued any new stock-based awards under the 2015 Plan.
In December 2020, the Board adopted, and the Company’s stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan became effective upon the closing of the Business Combination. Under the 2020 Plan, the Company was originally authorized to issue a maximum number of 36,588,278 shares of Class A common stock.
In June 2022, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Plan (the “Amended 2020 Plan”) to increase the number of shares of Class A common stock authorized for issuance by 36,000,000 additional shares and added an evergreen provision under which the number of shares of Class A common stock available for issuance under the Amended 2020 Plan will be increased on the first day of each fiscal year of the Company beginning with the 2023 fiscal year and ending on (and including) the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) 5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, (ii) 40,000,000 shares or (iii) such number of shares determined by the Board. Pursuant to the evergreen provision, 20,991,566 additional shares of Class A common stock were added to the Amended 2020 Plan on January 1, 2024.
In June 2024, the Company’s stockholders approved an amendment and restatement of the Company’s Amended 2020 Plan (the “Amended and Restated EIP”) to increase the number of shares of Class A common stock authorized for issuance by 20,000,000 additional shares of Class A common stock.
In May 2024, the Company announced the suspension of the employer match to the 401k plan. As of June 14 2024, the Company will no longer match the 401k plan contributions made by the employee. This is part of the cost reduction initiatives undertaken by management.
Stock Options
Under the terms of the 2015 Plan, incentive stock options had an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options were permitted to be granted below fair market value of the stock on the date of grant. Stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, though typically, stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a 10-year period to exercise their options before they expire. Forfeitures are recognized in the period of occurrence.
As part of the restructuring severance package in connection with the May 2024 Plan, the Company granted 1,003,765 options under the Amended and Restated EIP. These options are fully vested at the time of grant and have a 6-year exercise period before expiration, but they may not be exercised prior to May 5, 2028.
The Company’s stock option activity for the six months ended June 30, 2024 was as follows:
Number of
Common
Stock Options		Weighted-
Average
Exercise
Price		Weighted-
Average
Remaining
Contractual
Life (Years)		Aggregate
Intrinsic Value
(In Thousands)
Outstanding as of December 31, 20236,199,453 $1.76 
Granted1,003,765 1.50 
Exercised(243,744)1.67 
Cancelled/Forfeited(29,549)3.94 
Outstanding as of June 30, 20246,929,925 1.71 4.97$160 
The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2024 was $0.2 million. The intrinsic value is calculated as the difference between the exercise price and the fair value of the common stock on the
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
exercise date. The total grant date fair value of stock options vested during the six months ended June 30, 2024 was $1.6 million.
Restricted Stock units
Since the closing of the Business Combination, the Company has granted restricted stock units (“RSUs”) under the 2020 Plan, the Amended 2020 Plan and the Amended and Restated EIP (together, the “EIP”). Each RSU granted under the EIP represents a right to receive one share of the Company’s Class A common stock when the RSU vests. RSUs generally vest over a period up to six years. The Company has granted certain performance-based equity awards that vest upon achievement of certain performance milestones. The fair value of RSUs is equal to the fair value of the Company’s common stock on the date of grant.
The Company’s Time-Based RSUs and Performance-Based and Other RSUs activity for the six months ended June 30, 2024 was as follows:
Time-Based RSUsPerformance-Based and Other RSUs
SharesWeighted Average
Grant Date Fair
Value per Share		SharesWeighted Average
Grant Date Fair
Value per Share
Outstanding as of December 31, 202331,251,698 $8.60 266,921 $8.91 
Granted25,114,867 1.73 179,452 1.92 
Forfeited(5,174,839)7.53 (27,039)8.58 
Vested(17,004,142)5.72 (278,494)4.29 
Change in units based on performance— — 1,724 8.58 
Outstanding as of June 30, 202434,187,584 5.34 142,564 9.20 
Fixed Value Equity Awards
The Company issues fixed value equity awards to certain employees as a part of their compensation package. These awards are issued as RSUs under the EIP and are accounted for as liability classified awards under ASC 718 — Stock Compensation. Fixed value equity awards granted have service-based conditions only and vest quarterly over a period of up to six years. These awards represent a fixed dollar amount settled in a variable number of shares determined at each vesting period. Stock-based compensation expense related to these awards was $3.9 million and $7.9 million for the three and six months ended June 30, 2024, respectively, and $3.0 million and $5.9 million for the three and six months ended June 30, 2023, respectively.
Freedom Photonics Awards
As part of the acquisition of Freedom Photonics LLC (“Freedom Photonics”) in April 2022, the Company owed up to $29.8 million of post combination compensation related to certain service and performance conditions including achievement of certain technical and financial milestones. In March 2024, the Company issued 2,651,085 shares of Class A common stock for $5.4 million of the post combination compensation due to achievement of the service and performance conditions. In May 2024, the Company issued 3,098,974 shares of Class A common stock for $5.5 million of the post combination compensation due to achievement of the service and performance conditions. In June 2024, the Company issued 1,689,400 shares of Class A common stock for $2.5 million of the post combination compensation due to achievement of the certain milestones. As of June 30, 2024, it is probable that the remaining conditions will be met for an amount equal to approximately $4.5 million of post combination compensation.
Management Awards
On May 2, 2022, the Board granted an award of 10.8 million RSUs to Austin Russell, the Company’s Chief Executive Officer. The grant date fair value per share of the award granted to Mr. Russell was $8.70 per share. On August 19, 2022, the Board granted 500,000 RSUs to each of Thomas Fennimore, the Company’s Chief Financial Officer, and Alan Prescott, the Company’s Chief Legal Officer. The grant date fair value per share of the awards granted to Mr. Fennimore and Mr. Prescott was $6.12 per share.
These awards to Mr. Russell, Mr. Fennimore and Mr. Prescott are subject to all of the following vesting conditions:
•Public Market condition: Achievement of three stock price milestones: $50 or more, $60 or more, and $70 or more. The stock price will be measured based on the volume-weighted average price per share for 90 consecutive trading days;
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
•Service condition: Approximately 7-years of vesting; and
•Performance condition: Start of production for at least one series production program.
On June 4, 2024, the Board granted 687,499 RSUs to an executive, contingent upon market-based performance conditions. The grant date fair value of the award was $1.15 per share.
The Company measured the compensation cost for the management awards outlined above using a Monte Carlo simulation model and recorded $5.7 million and $11.4 million in stock-based compensation expense related to these awards in the three and six months ended June 30, 2024, respectively.
The Company’s management awards activity for the six months ended June 30, 2024 was as follows:
SharesWeighted Average
Grant Date Fair
Value per Share
Outstanding as of December 31, 202311,800,000 $8.48 
Granted687,499 1.15 
Outstanding as of June 30, 202412,487,499 8.07 
On November 8, 2023, the Board approved a formula for RSU grants to Messrs. Fennimore and Prescott for each year from 2024 through 2029 for Mr. Fennimore and through 2026 for Mr. Prescott based on achievement of annual performance goals with respect to the immediately preceding year (“Annual Performance Award”). The number of RSUs to be awarded in a year will be determined at the sole discretion of the Human Resources and Compensation Committee of the Board (the “Compensation Committee”) based on actual achievement of the annual performance goals established by the Board based on the Company’s approved operating plan in respect of the immediately preceding year, with such awards ranging from 137,500 RSUs at the threshold level, 550,000 RSUs at the target level, and 825,000 RSUs at the maximum level for extraordinary performance (interpolated linearly between target levels, as applicable). For a potential award to be made in 2024, the Compensation Committee had determined that annual performance goals will be weighted 50% based on revenue and 50% based on free cash flow, with target performance for the revenue performance goal equal to $81.4 million and target performance for the 2023 fourth quarter free cash flow goal equal to $(37) million. In March 2024, the Compensation Committee determined that the achievement of the 2023 performance goals was below the threshold level. Accordingly, no 2023 Annual Performance Award was granted to Messrs. Fennimore and Prescott in March 2024.
Compensation expense
Stock-based compensation expense by function was as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Cost of sales$298 $1,925 $3,693 $4,587 
Research and development16,378 20,541 30,862 38,012 
Sales and marketing3,557 9,792 8,780 15,620 
General and administrative16,846 26,937 38,209 56,930 
Stock-based compensation related to restructuring
1,412 — 1,412 — 
Total$38,491 $59,195 $82,956 $115,149 
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Stock-based compensation expense by type of award was as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Equity Classified Awards:
Stock options$106 $534 $368 $1,261 
RSAs— 1 — 61 
RSUs25,640 34,706 56,979 73,038 
Management awards5,699 5,840 11,415 11,499 
ESPP135 345 499 748 
Stock-based compensation related to restructuring
1,412 — 1,412 — 
Liability Classified Awards:
Equity-settled fixed value
3,901 3,035 7,914 5,916 
Optogration— 3,078 — 5,659 
Freedom Photonics(127)4,977 2,087 9,532 
Other1,725 6,679 2,282 7,435 
Total$38,491 $59,195 $82,956 $115,149 
Note 13. Income Taxes
Provision for income taxes for the three and six months ended June 30, 2024 and 2023 was not material. The effective tax rate was 0.0% for the six months ended June 30, 2024 and 2023. The effective tax rates differ significantly from the statutory tax rate of 21%, primarily due to the Company’s valuation allowance movement in each period presented.
Note 14. Leases
The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through August 2032. Some of the Company’s leases include one or more options to renew, with renewal terms that if exercised by the Company, extend the lease term from one to six years. The exercise of these renewal options is at the Company’s discretion. The Company’s lease agreements do not contain any material terms and conditions of residual value guarantees or material restrictive covenants. The Company’s short-term leases and sublease income were not material.
The components of lease expenses were as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2024202320242023
Operating lease cost$2,948 $2,028 $5,669 $4,000 
Variable lease cost331 518 658 1,034 
Total operating lease cost$3,279 $2,546 $6,327 $5,034 
Supplemental cash flow information related to leases was as follows (in thousands):
Six Months Ended June 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities$(5,213)$(3,881)
Right of use assets obtained in exchange for lease obligations:
Operating leases3,842 2,948 
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Supplemental balance sheet information related to leases was as follows (in thousands):
June 30, 2024December 31, 2023
Operating leases:
Operating lease right-of-use assets$44,408 $42,706 
Operating lease liabilities:
Operating lease liabilities, current$11,370 $10,154 
Operating lease liabilities, non-current36,207 35,079 
Total operating lease liabilities$47,577 $45,233 
Weighted average remaining terms were as follows (in years):
June 30, 2024December 31, 2023
Weighted average remaining lease term
Operating leases5.205.61
Weighted average discount rates were as follows:
June 30, 2024December 31, 2023
Weighted average discount rate
Operating leases6.30 %6.45 %
Maturities of lease liabilities were as follows (in thousands):
Operating Leases
Year Ending December 31,
2024 (remaining six months)
$5,872 
202511,713 
202611,447 
202710,525 
20287,420 
20292,455 
Thereafter6,491 
Total lease payments55,923 
Less: imputed interest(8,346)
Total leases liabilities$47,577 
Note 15. Commitments and Contingencies
Purchase and Other Obligations
The Company purchases goods and services from a variety of suppliers in the ordinary course of business. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable price provisions, and the approximate timing of the transaction. The Company had purchase obligations primarily for purchases of inventory, R&D, and general and administrative activities totaling $180.1 million as of June 30, 2024.
Legal Matters
From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual
29
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
results may vary from the Company’s current estimates. The Company’s current legal accrual is not material to the financial statements.
On May 26, 2023, a putative class action styled Johnson v. Luminar Technologies, Inc., et al., Case No. 6:23-cv-00982-PGB-LHP, was filed in the United States District Court for the Middle District of Florida, against the Company and an employee. The suit asserts purported claims on behalf of purchasers of the Company’s securities between February 28, 2023 and March 17, 2023 under Sections 10(b) and 20(a) of the Exchange Act for allegedly misleading statements regarding the Company’s photonic integrated circuits technology. Defendants filed a motion to dismiss the complaint on December 29, 2023, the motion was granted, and on July 8, 2024 Plaintiff filed an amended complaint. The Company disputes the allegations in the complaint and intends to vigorously defend the litigation. The Company presently does not expect this matter to have a material adverse impact on the Company’s financial results and did not accrue anything related to this matter as of June 30, 2024. On October 21, 2023, a shareholder derivative suit entitled Bhavsar v. McAuliffe, et al. Bhavsar v. McAuliffe, et al., No. 6:23-cv-02037 was filed in the United States District Court for the Middle District of Florida against directors of the Company and an employee. The suit avers claims for purported breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste, aiding and abetting, and contribution under Sections 10(b) and 21D of the Exchange Act on the basis of the same wrongdoing alleged in the first lawsuit described above. In November 2023, three additional shareholder derivative suits averring similar claims to Bhavsar were filed in the United States District Court for the District of Delaware: Lance Dechant, et al. v. Alec E. Gores, et al., C.A. No. 23-cv-01318-UNA, Hutchinson v. Russell, et al., C.A. No. 23-cv-01345-UNA, and Ulerio v. Russell, et al., C.A. No. 23-cv-01359-UNA. The Company disputes the allegations in these complaints and intends to vigorously defend the litigation. The Company has determined that the likelihood of this matter resulting in a material adverse impact on the Company’s financial results is remote.
On March 21, 2024, a putative class action styled Smith v. Gores, et al., C.A. No. 2024-0285-MTZ (Del. Ch.) was filed in the Delaware Court of Chancery against the Company and the members of its Board of Directors. The lawsuit asserts claims on behalf of a putative class comprised of all stockholders other than defendants and any current directors or officers of the Company. The plaintiff alleges that certain provisions in the Company’s advance notice bylaws (the “Challenged Provisions”) are invalid and void and that the members of the Board have breached their fiduciary duty of loyalty by adopting and maintaining the Challenged Provisions. In addition to seeking declaratory, equitable, and injunctive relief, the plaintiff seeks an award of attorneys’ fees and other costs and expenses on behalf of the putative class. On April 15, 2024, the Company moved to dismiss the complaint. The Company has determined that the likelihood of this matter resulting in a material adverse impact on the Company’s financial results is remote.
Note 16. Segment and Customer Concentration Information
Reportable segments are (i) Autonomy Solutions and (ii) ATS. These segments reflect the way the chief operating decision maker (“CODM”) evaluates the Company’s business performance and manages its operations. Each segment has distinct product offerings, customers and market penetration. The Chief Executive Officer is the CODM of the Company.
Autonomy Solutions
This segment manufactures and distributes commercial LiDAR sensors that measure distance using laser light for automotive mobility applications. This segment is impacted by trends in the automobile and autonomous vehicles sector and the infrastructure/technology sector.
ATS
This segment is in the business of development of semiconductor technology based lasers and sensors. This segment also designs, tests and provides consulting services for development of integrated circuits. This segment is impacted by trends in and the strength of the automobile and aeronautics sectors as well as government spending in military and defense activities.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
The accounting policies of the operating segments are the same as those described in Note 2. Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands):
Three Months Ended June 30, 2024
Autonomy
Solutions		ATSTotal
reportable
segments		Eliminations (1)Total
Consolidated
Revenues from external customers$9,981 $6,470 $16,451 $— $16,451 
Depreciation and amortization5,646 745 6,391 — 6,391 
Restructuring costs
5,585 677 6,262 — 6,262 
Operating loss
(119,567)(8,773)(128,340)618 (127,722)
Other significant items:
Segment assets450,151 68,207 518,358 (136,549)381,809 
Inventories, net9,255 4,771 14,026 — 14,026 
Three Months Ended June 30, 2023
Autonomy
Solutions		ATSTotal
reportable
segments		Eliminations (1)Total
Consolidated
Revenues from external customers$9,738 $6,459 $16,197 $— $16,197 
Depreciation and amortization3,866 683 4,549 — 4,549 
Operating loss
(120,162)(22,234)(142,396)(1,496)(143,892)
Other significant items:
Segment assets708,853 73,664 782,517 (182,743)599,774 
Inventory19,679 676 20,355 (38)20,317 
Six Months Ended June 30, 2024
Autonomy
Solutions		ATSTotal
reportable
segments		Eliminations (1)Total
Consolidated
Revenues from external customers$26,301 $11,118 $37,419 $— $37,419 
Depreciation and amortization13,074 1,384 14,458 — 14,458 
Restructuring costs5,585 677 6,262 — 6,262 
Operating income loss
(244,586)(9,524)(254,110)619 (253,491)
Other significant items:
Segment assets450,151 68,207 518,358 (136,549)381,809 
Inventory9,255 4,771 14,026 — 14,026 
Six Months Ended June 30, 2023
Autonomy
Solutions		ATSTotal
reportable
segments		Eliminations (1)Total
Consolidated
Revenue:
Revenues from external customers$20,411 $10,295 $30,706 $— $30,706 
Depreciation and amortization6,192 1,344 7,536 — 7,536 
Operating income loss
(261,851)(22,830)(284,681)(1,106)(285,787)
Other significant items:
Segment assets708,853 73,664 782,517 (182,743)599,774 
Inventory19,679 676 20,355 (38)20,317 
(1) Represents the eliminations of all intercompany balances and transactions during the period presented.
One customer of the Autonomy Solutions segment, accounted for 61% and 53% of the Company’s revenue for the three and six months ended June 30, 2024, respectively. One customer of the Autonomy Solutions segment, accounted for 31% of the Company’s revenue for the three months ended June 30, 2023. Two customers of the Autonomy Solutions segment, accounted
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
for 29% and 16% of the Company’s revenue for the six months ended June 30, 2023, respectively. A vast majority of the Company’s long-lived assets are located in North America.
Note 17. Subsequent Event
On August 6, 2024, the Company entered into private, separately negotiated agreements for (i) the private offering and sales (the “Note Purchase Transaction”) of $100.0 million in aggregate principal amount of newly issued, first-lien senior secured floating rate notes of the Company (the “New Senior Secured Notes”), to be issued pursuant to a First-Lien Indenture, on the terms and conditions set forth in a Purchase Agreement, dated as of August 6, 2024, among the Company, the Guarantors and the Purchasers party thereto (the “Purchase Agreement”); and (ii) the exchange (the “Exchange Transaction” and, together with the Note Purchase Transaction, the “Note Purchase and Exchange Transactions”) of approximately $421.9 million in aggregate principal amount of 1.25% Convertible Senior Notes due 2026 (the “Existing Convertible Notes”) for approximately $274.2 million in aggregate principal amount of newly issued Convertible Senior Secured Notes due 2030 (the “New Secured Convertible Notes”), consisting of two series of second-lien, senior secured notes of the Company, both of which have identical terms other than the principal amount, interest rate and applicable conversion price, to be issued pursuant to a Second-Lien Indenture, on the terms and conditions set forth in an Exchange Agreement, dated as of August 6, 2024, among the Company, the Guarantors and the Holders party thereto (the “Exchange Agreement” and, together with the Purchase Agreement, the “Note Purchase and Exchange Agreements”). The Company will not receive any cash proceeds from the Exchange Transaction.
Copies of each of the Purchase Agreement, Exchange Agreement, First-Lien Indenture and Second-Lien Indenture are included as exhibits to this Form 10-Q.
On August 8, 2024, we expanded the program under the 2024 Sales Agreement as outlined in Note 11 with the Agent, under which we may offer and sell, from time to time in our sole discretion, shares of our Class A common stock with aggregate gross sales proceeds of up to an additional $50.0 million under the Equity Financing Program. We intend to use the net proceeds from offerings under the Equity Financing Program for general corporate purposes, including payment of interest on debt and other manner to repay, repurchase, or service such debt.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) filed with the SEC on February 28, 2024. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed under the caption “Risk Factors” in our 2023 Annual Report and elsewhere in this Form 10-Q. See also “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Form 10-Q.
Overview
We are a global automotive technology company ushering a new era of vehicle safety and autonomy. We are enabling solutions for series production passenger cars and commercial trucks as well as other targeted markets. Over the past decade, Luminar has been building our light detection and ranging (LiDAR) sensor from the chip-level up, which is expected to meet the demanding performance, safety, reliability and cost requirements to enable next-generation safety and autonomous capabilities for passenger and commercial vehicles as well as other adjacent markets.
We are in the process of developing perception, decision-making and mapping software. As of the end of the second quarter of 2024, most of our software products had not achieved technological feasibility.
Acquisition of EM4
On March 18, 2024, we completed the acquisition of EM4, a designer, manufacturer and seller of packaged photonic components and sub-systems for industrial markets. The EM4 acquisition is expected to accelerate our strategy to package lasers, detectors and ASICs. Operations of EM4 have been included in the ATS segment since the acquisition date.
Industrialization Update
We continue to execute on our industrialization plan in conjunction with our automaker partners.
We announced our start of production (“SOP”) for Volvo Cars at the manufacturing facility in Mexico in April 2024 and began shipping production LiDAR sensors for the Volvo EX90.
We continually evaluate opportunities for optimizing our manufacturing processes and product design. During 2023, we began evaluating our sourcing strategy with the objective to reduce future per unit sensor manufacturing costs, and then finalized and committed to a plan to change our sourcing of certain sub-assemblies and components from one supplier to another, which will require us to abandon certain equipment located at the legacy supplier. As a result, we have reduced the useful lives of the long-lived assets within the impacted asset group in line with when these assets are expected to be abandoned. We expect the transition to new suppliers to be essentially completed in 2024. The reduction in the estimated useful lives of the impacted assets resulted in us recording $1.3 million and $3.4 million of accelerated depreciation charges in the three and six months ended June, 30 2024. We expect to record additional accelerated depreciation in the range of $1.5 million to $2.0 million through the remainder of 2024. Our continuing optimization of our manufacturing and product design processes may impact estimated useful lives or carrying values of additional property, plant and equipment or other assets.
In the second quarter of 2024, we announced an agreement to establish an engineering center in Xiamen, China, to be staffed by TPK, one of our existing contract manufacturing partners, which will assist with our industrialization efforts, including manufacturing process design, development and validation, component process verification and validation, supplier development support, system validation, cost analysis, and benchmarking. This expanded partnership with TPK is accretive to our contract manufacturing relationship with TPK, as well as our contract manufacturing relationships with Celestica and Fabrinet, which are continuing as planned.
Business Updates
On May 3, 2024, we announced a restructuring and cost reduction plan which includes reducing our workforce by approximately 20% and sub-leasing of certain facilities. The actions disclosed commenced immediately following the announcement, and we expect them to be essentially completed by the end of 2024. We estimated that we would incur approximately $6.0 million to $8.0 million in cash charges associated with employee severance and related employee costs, plus charges related to accelerated of certain previously granted stock-based awards and grants of new awards as part of severance packages. Through June 30, 2024, we incurred $6.3 million in charges associated with employee severance and related costs, including both cash and stock. We expect to incur $2.0 million to $5.0 million in losses on sub-leasing of certain properties during the remainder of 2024.
In May 2024, we estimated the impact of the restructuring plan, when completed, would reduce operating costs by $50.0 million to $65.0 million on an annual basis, of which $20.0 million to $30.0 million would be savings in cash costs. Our
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current assessment is that the impact of the restructuring plan and other actions like contractor spend reduction will reduce operating costs by $50.0 million to $65.0 million, and other cost savings initiatives are currently being contemplated.
Given the customary business practices in the automotive industry, the rapidly changing nature of the markets in which we compete and that LiDAR is new, there remains potential risk that our major commercial wins may not ultimately generate any significant revenue. See the discussion under the heading “The period of time from a major commercial win to implementation is long and we are subject to risks of cancellation or postponement of the contract or unsuccessful implementation” in “Risk Factors” in Item IA of Part I in our 2023 Annual Report.
Basis of Presentation
Our condensed consolidated financial statements include the accounts of our wholly owned subsidiaries. We have eliminated intercompany accounts and transactions.
Components of Results of Operations
Revenue
Our business and revenue producing activities are organized in two operating segments: (i) Autonomy Solutions and (ii) Advanced Technologies and Services (“ATS”).
The Autonomy Solutions segment is engaged in the design, manufacturing, and sale of LiDAR sensors catering mainly to OEMs in the automobile, commercial vehicle, robotaxi and adjacent industries. The Autonomy Solutions segment revenue also includes fees earned from non-recurring engineering services provided to customers in connection with customization of our sensor and software products, as well as revenue generated from licensing of certain information.
The ATS segment provides advanced semiconductors and related components, as well as design, test and consulting services to the Autonomy Solutions segment and to various third-party customers, including government agencies and defense contractors, in markets generally unrelated to autonomous vehicles.
One customer of the Autonomy Solutions segment, accounted for 61% and 53% of the Company’s revenue for the three and six months ended June 30, 2024, respectively. One customer of the Autonomy Solutions segment, accounted for 31% of the Company’s revenue for the three months ended June 30, 2023. Two customers of the Autonomy Solutions segment, accounted for 29% and 16% of the Company’s revenue for the six months ended June 30, 2023, respectively. A vast majority of the Company’s long-lived assets are located in North America. A vast majority of the Company’s long-lived assets are located in North America.
Cost of sales and gross profit (loss)
Cost of sales includes the fixed and variable manufacturing cost of our LiDAR sensors, which primarily consists of material purchases from third-party contract manufacturers and suppliers which are directly associated with our manufacturing process and personnel-related costs, including stock-based compensation expense for personnel engaged in manufacturing, and engineering. Cost of sales also includes cost of providing services to customers, depreciation and amortization for manufacturing fixed assets or equipment, cost of components, product testing and launch-related costs, an allocated portion of overhead, facility and information technology (“IT”) costs, write downs for excess and obsolete inventory and shipping costs.
The ATS segment provides certain services and components to the Autonomy Solutions segment, which are recorded as cost of goods sold or research and development costs depending on the nature and use of such services and components by the Autonomy Solutions segment. These inter-segment transactions are eliminated in the consolidated results.
Gross profit (loss) equals revenue less cost of sales. As we transition from prototype production to series production, average selling prices will be lower and we expect these lower average selling prices to temporarily increase our gross loss over the next few quarters until we start to realize the benefits of cost reduction and efficiency measures and production scaling.
Operating Expenses
Research and Development (R&D)
R&D costs are expensed as incurred. Design and development costs for products to be sold under long-term supply arrangements are expensed as incurred. Design and development costs for molds, dies, and other tools involved in developing new technologies are expensed as incurred.
Our R&D efforts are focused on enhancing and developing additional functionality for our existing products and on new product development, including new releases and upgrades to our LiDAR sensors and integrated software solutions. R&D expenses consist primarily of:
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•Personnel-related expenses, including salaries, benefits, and stock-based compensation expense, for personnel in our research and engineering functions;
•Expenses related to materials, software licenses, supplies and third-party services;
•Prototype expenses; and
•An allocated portion of facility and IT costs and depreciation.
The ATS segment provides certain services and components to the Autonomy Solutions segment, which are recorded as cost of goods sold or research and development costs depending on the nature and use of such services and components by the Autonomy Solutions segment. These inter-segment transactions are eliminated in our consolidated results. We expect our R&D costs to remain elevated for the foreseeable future as we continue to invest in research and development activities to achieve our product roadmap, and we expect to continue to incur operating losses for at least the foreseeable future due to continued R&D investments.
Sales and Marketing Expenses
Sales and marketing expenses consist of personnel and personnel-related expenses, including stock-based compensation of our business development team, as well as advertising and marketing expenses. These include the cost of marketing programs, trade shows, promotional materials, demonstration equipment, an allocated portion of facility and IT costs and depreciation.
General and Administrative Expenses
General and administrative expenses consist of personnel and personnel-related expenses, including stock-based compensation of our executive, finance, human resources, information systems and legal departments as well as legal and accounting fees for professional and contract services.
Change in Fair Value of Warrants
The warrant liabilities are classified as marked-to-market liabilities and the corresponding increase or decrease in value is reflected in change in fair value of warrants.
Other income (expense), net
Interest income consists of income earned on our cash equivalents and marketable securities. These amounts will vary based on our cash, cash equivalents and marketable securities balances, and also with market rates. Interest expense consists primarily of interest on convertible senior notes as well as amortization of premium (discount) on marketable securities. Other income (expense) includes realized gains and losses related to the marketable securities, as well as impact of gains and losses related to foreign exchange transactions.

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Results of Operations for the Three and Six Months Ended June 30, 2024 and 2023
The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and notes included elsewhere in this Form 10-Q. The following table sets forth our consolidated results of operations data for the periods presented (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20242023$ Change% Change20242023$ Change% Change
Revenue$16,451 $16,197 $254 2 %$37,419 $30,706 $6,713 22 %
Cost of sales30,131 34,532 (4,401)(13)%61,554 63,665 (2,111)(3)%
Gross loss(13,680)(18,335)4,655 (25)%(24,135)(32,959)8,824 (27)%
Operating Expenses:
Research and development65,850 67,483 (1,633)(2)%133,600 136,535 (2,935)(2)%
Sales and marketing12,140 15,654 (3,514)(22)%26,655 29,383 (2,728)(9)%
General and administrative29,790 42,420 (12,630)(30)%62,839 86,910 (24,071)(28)%
Restructuring costs
6,262 — 6,262 100 %6,262 — 6,262 100 %
Total operating expenses114,042 125,557 (11,515)(9)%229,356 252,828 (23,472)(9)%
Loss from operations(127,722)(143,892)16,170 (11)%(253,491)(285,787)32,296 (11)%
Other income (expense), net:
Change in fair value of warrant liabilities
163 26 137 527 %985 (1,028)2,013 (196)%
Interest expense(2,757)(1,273)(1,484)117 %(5,514)(2,938)(2,576)88 %
Interest income2,519 1,605 914 57 %5,949 3,510 2,439 69 %
Gain from acquisition of EM4
— — — nm1,752 — 1,752 100 %
(Losses)/gains related to investments and certain other assets, and other income (expense)
(3,376)1,787 (5,163)(289)%(5,981)(2,278)(3,703)163 %
Total other income (expense), net(3,451)2,145 (5,596)(261)%(2,809)(2,734)(75)3 %
Loss before provision for income taxes
(131,173)(141,747)10,574 (7)%(256,300)(288,521)32,221 (11)%
Provision for income taxes
(566)9 (575)nm21 9 12 nm
Net loss$(130,607)$(141,756)$11,149 (8)%$(256,321)$(288,530)$32,209 (11)%
Revenue
The following table sets forth a breakdown of revenue by segments for the periods presented (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20242023$ Change% Change20242023$ Change% Change
Revenue from sales to external customers:
Autonomy Solutions
$9,981 $9,738 $243 2 %$26,301 $20,411 $5,890 29 %
ATS6,470 6,459 11 — %11,118 10,295 823 8 %
Total$16,451 $16,197 $254 2 %$37,419 $30,706 $6,713 22 %
The increase in revenue of our Autonomy Solutions in the three and six months ended June 30, 2024 compared to the same period in 2023 was primarily due to an increase in licensing of certain information partially offset by lower service revenue on certain NRE contracts.
The increase in revenue of our ATS segment in the three and six months ended June 30, 2024 compared to the same period in 2023 was primarily due to an increase in revenue from the acquisition of EM4 partially offset by non-recurring engineering service and product sales.
Cost of Sales
The $4.4 million decrease in the cost of sales in the three months ended June 30, 2024, compared to the same period in 2023, was primarily due to completion of the industrialization of Iris as we started series production. The $2.1 million decrease in the cost of sales in the six months ended June 30, 2024, compared to the same period in 2023, was primarily due to lower number of service projects offset by ramp up in production and units sold.
In 2023, we finalized and committed to a plan to proceed with a change in our sourcing strategy for certain manufacturing activities. Implementation of this plan is expected to result in discontinued use of certain plant, property and equipment assets as they will no longer be needed for their original intended use. We have revised the estimated useful lives of said long-lived assets within the impacted asset group, which resulted in recording depreciation for these assets over an accelerated period. We recorded $1.3 million and $3.4 million of incremental accelerated depreciation charges associated with this manufacturing and sourcing change in the three and six months ended June 30, 2024, respectively.
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Operating Expenses
Research and Development
The $1.6 million and $2.9 million decrease in research and development expenses in the three and six months ended June 30, 2024 compared to the same periods in 2023 was primarily due to:
•a $6.5 million and $8.3 million net decrease in personnel-related costs driven mainly by decreased headcount and a decrease in stock-based compensation expense; offset by
•a $4.9 million and $5.4 million net increase in purchased materials, contractor fees and external spend in relation to continuing development and testing of our sensor and software products, development activities related to advanced manufacturing as well as data labeling services.
Sales and Marketing
The $3.5 million and $2.7 million decrease in sales and marketing expenses for the three and six months ended June 30, 2024 compared to the same periods in 2023 was primarily due to decreases in personnel related costs including stock-based compensation costs due to decreased headcount and reduction in travel related costs.
General and Administrative
The $12.6 million and $24.1 million decrease in general and administrative expenses for the three and six months ended June 30, 2024 compared to the same period in 2023 was primarily due to:
• a $8.3 million and $16.3 million net decrease in personnel-related costs driven mainly by a decrease in stock-based compensation expense as a result of headcount reduction and vesting of certain awards previously granted in connection with M&A activity;
•a $1.3 million and $1.9 million decrease in travel related costs; and
•a $3.0 million and $5.9 million net decrease in purchased materials, contractor fees and external spend.
Restructuring costs
The Company incurred $6.3 million and $0.0 million in restructuring expenses for the three and six months ended June 30, 2024 due to the restructuring plan announced on May 3, 2024.
Change in Fair Value of Warrant Liabilities
The change in fair value of warrant liabilities is a non-cash benefit or charge due to the corresponding decrease or increase in the estimated fair value of warrants issued in a private placement in connection with the initial public offering of Gores Metropoulos, Inc. (“Private Warrants”).
The non-cash gain related to the Private Warrants was $0.2 million and $1.0 million for the three and six months ended June 30, 2024.
Segment Operating Income or Loss
Segment income or loss is defined as income or loss before taxes. Our segment income or loss breakdown is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20242023$ Change% Change20242023$ Change% Change
Segment operating income (loss)
Autonomy Solutions$(119,567)$(120,162)$595 — %$(244,586)$(261,851)$17,265 (7 %)
ATS(8,773)(22,234)13,461 61 %(9,524)(22,830)13,306 58 %
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Liquidity and Capital Resources
Sources of Liquidity and Capital Requirements
Our capital requirements will depend on many factors, including:
•production capacity and volume;
•the timing and extent of spending to support R&D efforts;
•investments in manufacturing equipment and facilities;
•the expansion of sales and marketing activities, market adoption of new and enhanced products and features; and
•investments in information technology systems.
Until we can generate sufficient revenue and profits from sale of products and services to cover our operating expenses, working capital, and capital expenditures, we expect our cash, cash equivalents and marketable securities, and proceeds from debt and/or equity financings to fund our cash needs. If we are required to raise additional funds by issuing equity securities, dilution to stockholders would result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences and privileges senior to those of holders of our common stock. The terms of debt securities or borrowings could impose significant restrictions on our operations. In addition, we may from time to time seek to retire or repurchase material amounts of our outstanding debt securities through open-market purchases, privately negotiated transactions or otherwise, for cash or through exchanges for debt or equity. Any repurchases or exchanges would be on terms and at prices that we may determine in our discretion and would depend on prevailing market conditions, our liquidity requirements, our receipt of any necessary corporate approvals and other factors. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing.
We expect to continue to invest in our product and software development as well as incur efforts to build customer relations and markets. Further, we expect to invest in developing advanced manufacturing capabilities, both, internally as well as with our contract manufacturing partners. We expect to fund these product and business development initiatives and capital expenditures either through our cash, cash equivalents and marketable securities or through issuance of shares of our Class A common stock to vendors and third parties for services provided (“Stock-in-lieu of Cash Program”).
In February 2024, we entered into two non-recourse loan and securities pledge agreements (the “Loan Agreements”) with The St. James Bank & Trust Company Ltd. (the “Lender”), pursuant to which we may borrow up to an aggregate of $50.0 million. Any loans made by the Lender under the Loan Agreements would be collateralized by shares of our Class A common stock or stock we hold of another company. The Loan Agreements require us to pay an up-front structure fee of 1.5% on any amounts borrowed, and any outstanding amounts would bear interest at 8.0% per annum. We did not borrow any amount from this credit facility and had no outstanding balance as of June 30, 2024.
On May 3, 2024, we entered into a Sales Agreement (the “2024 Sales Agreement”) with Virtu Americas LLC (the “Agent”) under which we may offer and sell, from time to time in our sole discretion, shares of our Class A common stock with aggregate gross sales proceeds of up to $150.0 million under the Equity Financing Program. This is an extension of the prior Equity Financing Program we established with the Agent in February 2023. We intend to use the net proceeds from offerings under the Equity Financing Program for expenditures or payments in connection with strategic merger and acquisitions, strategic investments, partnerships and similar transactions, repurchases of convertible debt securities, and if needed, for general corporate and business purposes.
Under the 2024 Sales Agreement, we set the parameters for the sale of the shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the 2024 Sales Agreement, the Agent has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including sales made through The Nasdaq Global Select Market.
In August 2024, we entered into private, separately negotiated agreements for (i) the private offering and sale of $100 million in aggregate principal amount of newly issued, first-lien, senior secured floating rate notes due 2028 and (ii) the exchange of approximately $421.9 million in aggregate principal amount of 1.25% Convertible Senior Notes due 2026 for approximately $274.2 million in aggregate principal amount of newly issued Convertible Senior Secured Notes due 2030. See Note 17. Subsequent Event for a description of these transactions. We received $100 million in cash proceeds from the offering and sale of the 2028 Notes, but did not receive any cash proceeds from the exchange of the 2026 Convertible Notes for the 2030 Convertible Notes. As a result of this transaction, we extended a significant amount of our 2026 maturities into 2030 and raised additional capital to bolster our liquidity position. We expect to incur higher annual interest expense for the incremental 2028 Notes and 2030 Convertible Notes.
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We issued 10,356,990 and 20,001,276 shares of Class A common stock under the Equity Financing Program during the three and six months ended June 30, 2024 for net proceeds of $18.7 million and $35.9 million, respectively. As of June 30, 2024, $138.0 million was available for sale under the program.
As of June 30, 2024, we had cash and cash equivalents totaling $52.3 million and marketable securities of $109.0 million, totaling $161.3 million of total liquidity. To date, our principal sources of liquidity have been proceeds received from issuances of debt and equity. Market and economic conditions, such as the increase in interest rates by federal agencies, may materially impact relative cost and mix of these sources of liquidity.
To date, we have not generated positive cash flows from operating activities and have incurred significant losses from operations in the past as reflected in our accumulated deficit of $2.1 billion as of June 30, 2024. We expect to continue to incur operating losses for at least the foreseeable future due to continued R&D investments that we intend to make in our business and, as a result, we may require additional capital resources to grow our business. We believe that current cash, cash equivalents, and marketable securities will be sufficient to continue to execute our business strategy in the next 12 months.
Cash Flow Summary
The following table summarizes our cash flows for the periods presented:
Six months ended June 30,
20242023
Net cash provided by (used in):
Operating activities$(158,936)$(137,983)
Investing activities35,511 116,366 
Financing activities36,894 42,008 
Operating Activities
Net cash used in operating activities was $158.9 million during the six months ended June 30, 2024. Net cash used in operating activities was due to our net loss of $256.3 million adjusted for non-cash items of $128.8 million, primarily consisting of $83.0 million of stock-based compensation, $17.8 million of inventory write-offs and write-downs, $14.5 million of depreciation and amortization, $8.4 million of vendor payments in stock in lieu of cash and cash used for operating assets and liabilities of $31.4 million due to the timing of cash payments to vendors and cash receipts from customers.
Investing Activities
Net cash provided by investing activities of $35.5 million in the six months ended June 30, 2024 was comprised of cash proceeds from maturities of marketable securities of $112.2 million, offset primarily by $75.1 million related to purchases of marketable securities, $1.6 million in cash spent for capital expenditures, and $3.8 million cash paid for acquisition of EM4.
Financing Activities
Net cash provided by financing activities of $36.9 million in the six months ended June 30, 2024 was primarily comprised of $35.9 million cash received from the sale and issuance of shares of Class A common stock under the Equity Financing Program.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
We believe our critical accounting policies involve the greatest degree of judgment and complexity and have the greatest potential impact on our condensed consolidated financial statements.
During the six months ended June 30, 2024, there were no significant changes to our critical accounting policies and estimates. For a more detailed discussion of our critical accounting policies and estimates, please refer to our 2023 Annual Report and Note 2 of the notes to condensed consolidated financial statements included in this Form 10-Q.
Recent Accounting Pronouncements
See Note 2 of the notes to condensed consolidated financial statements included in this Form 10-Q.
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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for trading purposes. For a discussion of market risk, see “Quantitative and Qualitative Disclosure about Market Risk” in Item 7A of our 2023 Annual Report. Our exposure to market risk has not changed materially since December 31, 2023.
We had cash and cash equivalents, and marketable securities totaling $161.3 million as of June 30, 2024. Cash equivalents and marketable securities were invested primarily in U.S. treasury securities, commercial paper, corporate bonds, U.S. agency and government sponsored securities, equity investments and asset-backed securities. Our investment policy is focused on the preservation of capital and supporting our liquidity needs. Under the policy, we invest in highly rated securities, while limiting the amount of credit exposure to any one issuer other than the U.S. government. We do not invest in financial instruments for trading or speculative purposes, nor do we use leveraged financial instruments. We utilize external investment managers who adhere to the guidelines of our investment policy. A hypothetical 100 basis point change in interest rates would not have a material impact on the value of our cash and cash equivalents or marketable investments.
As of June 30, 2024, the principal amount outstanding of our Convertible Senior Notes was $625.0 million. The fair value of the Convertible Senior Notes is subject to interest rate risk, market risk and other factors due to their conversion features. The fair value of the Convertible Senior Notes will generally increase as our common stock price increases and will generally decrease as our common stock price declines. The interest and market value changes affect the fair value of the Convertible Senior Notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligations. We carry the Convertible Senior Notes at face value less unamortized discount on our consolidated balance sheets.
Our Convertible Senior Notes bear a fixed interest rate, and therefore, are not subject to interest rate risk. We have not utilized derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments, positions or transactions in any material fashion, except for the privately negotiated capped call transactions entered into in December 2021 related to the issuance of our Convertible Senior Notes.
Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Currently, all of our revenue is generated in U.S. dollars. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the U.S. and in Europe. Luminar’s results of operations and cash flows in the future may be adversely affected due to an expansion of non-U.S. dollar denominated contracts, growth of its international entities, and changes in foreign exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical or current consolidated financial statements. To date, we have not engaged in any hedging strategies. As our international operations grow, we will continue to reassess our approach to manage the risk relating to fluctuations in currency rates.
ITEM 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2024.
Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2024, our disclosure controls and procedures were designed, and were effective, to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control Over Financial Reporting
During the three months ended June 30, 2024, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
Information with respect to this Item may be found under the heading “Legal Matters” in Note 15 to the condensed consolidated financial statements in this Form 10-Q, which information is incorporated herein by reference.
ITEM 1A. Risk Factors.
The Company is supplementing the risk factors previously disclosed in Part I, Item 1A of its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on February 28, 2024, to update the risk factors under the heading “Risk Factors – Risks Related to Our Indebtedness”:
The large amount of our outstanding indebtedness and liabilities limits the cash flow available for our operations and exposes us to risks that could adversely affect our business, financial condition and results of operations.
As of June 30, 2024, our total consolidated indebtedness was approximately $617.0 million, representing our 1.25% convertible senior notes due 2026 (the “existing convertible notes”), net of unamortized debt discount and issuance costs. On August 8, 2024, we issued $100.0 million in aggregate principal amount of first-lien senior secured floating rate notes (the “new senior secured notes”) and exchanged approximately $421.9 million in aggregate principal amount of existing convertible notes for approximately $274.2 million in aggregate principal amount of newly issued second-lien convertible senior secured notes due 2030 (the “new secured convertible notes” and together with the existing convertible notes, the “convertible notes”, and the convertible notes and the new senior secured notes, the “notes”). The new senior secured notes bear interest at a fluctuating rate equal to Term SOFR plus 9.0%, subject to a Term SOFR floor of 3.0%, and the new secured convertible notes, which consists of two series, bear interest at 9.0% per annum and 11.5% per annum, respectively.
Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:d
•increasing our vulnerability to adverse economic and industry conditions;
•limiting our ability to obtain additional financing;
•requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;
•limiting our flexibility to plan for, or react to, changes in our business;
•diluting the interests of our existing stockholders as a result of issuing shares of our Class A common stock upon conversion of our convertible notes; and
•placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including the convertible notes and the new senior secured notes, and our cash needs may increase in the future. In addition, the new senior secured notes and the new secured convertible notes contain, and any future indebtedness that we may incur may contain, financial and other restrictive covenants that further limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.
The terms of our new senior secured notes and new secured convertible notes require us to maintain minimum liquidity and place restrictions on our operating and financial flexibility. If we fail to comply with any covenants contained in the indentures governing our notes, holders may declare all of the applicable series of notes to be due and payable, and in the case of the new senior secured notes and new secured convertible notes, exercise rights with respect to collateral securing those notes.
The new senior secured notes are secured by a first priority lien on, and the new secured convertible notes are secured by a second priority lien on, substantially all of our and the guarantors’ assets (including intellectual property) and are guaranteed by certain of our current and future material subsidiaries on a senior secured basis and a second-priority senior secured basis, respectively, subject to certain criteria and exceptions.
The indenture governing the new senior secured notes contains covenants that limit our and our subsidiaries’ ability to, among other things: (i) incur, assume or guarantee additional indebtedness; (ii) grant or incur liens securing indebtedness; (iii) make certain restricted payments and investments; (iv) sell or otherwise dispose of assets, including capital stock of subsidiaries; (v) enter into transactions with affiliates; (vi) in the case of us and any guarantor, consolidate, amalgamate or merge with or into, or sell all or substantially all of its assets to, another person; (vii) declare or pay dividends or make other distributions; and (viii) make modifications to certain of our material debt agreements. In addition, the indenture governing the
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new senior secured notes contains a covenant that provides that we may not permit liquidity (calculated as the sum of (a) unused commitments then available to be drawn under any revolving credit facility permitted under the indenture, plus (b) the amount of unrestricted cash and cash equivalents held by us and our subsidiary guarantors) to be less than $35 million as of the last day, or for more than 5 days, of any calendar month. The indenture governing the new secured convertible notes contain similar restrictive covenants and a similar minimum liquidity requirement, but at a $31.5 million level.
If we fail to comply with these or any of the other covenants under the indentures governing the notes and are unable to obtain a waiver or amendment, the holders of notes may, among other things, declare all of the applicable series of notes to be due and payable and, with respect to the new senior secured notes and new secured convertible notes, exercise rights with respect to collateral securing those notes, each of which could significantly harm our business, financial condition and prospects and could cause the price of our common stock to decline.
Under the indentures governing the new senior secured notes and new secured convertible notes, if we do not reduce the outstanding principal amount of the existing convertible notes to less than $100 million by June 30, 2026, the maturity date of the new senior secured notes and the new secured convertible notes will advance to September 15, 2026.
The new senior secured notes will mature on the earlier of (i) August 15, 2028 or (ii) if more than $100 million of the existing convertible notes remain outstanding as of June 30, 2026, then September 15, 2026. The new secured convertible notes will mature on the earlier of (i) January 15, 2030 or (ii) if more than $100 million of the existing convertible notes remain outstanding as of June 30, 2026, then September 15, 2026. If we are unable to reduce the outstanding principal amount of the existing convertible notes to less than $100 million by June 30, 2026, we may not have sufficient cash or be able to raise funds sufficient to pay the new senior secured notes and new secured convertible notes on their earlier maturity date.
We may be unable to raise the funds necessary to repurchase the notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our existing and other indebtedness may limit our ability to repurchase the notes or pay cash upon their conversion.
Under the indenture governing our new senior secured notes, if a “change of control” occurs, and under the indenture governing our new secured convertible notes, if a “fundamental change” occurs, then the respective holders may require us to repurchase their respective notes at a cash repurchase price equal to 103% and 100%, respectively, of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any. A holder that elects to convert its new secured convertible notes in connection with a fundamental change may be entitled to receive a make-whole adjustment to the conversion rate for such notes in connection with such corporate event in certain circumstances. The definition of “fundamental change” includes certain business combination transactions involving us and certain de-listing events with respect to our Class A common stock. In addition, upon conversion, we may satisfy part or all of our conversion obligation in cash, shares of our Class A common stock or a combination of cash and shares, at our election. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the notes or pay any cash amounts due upon conversion. In addition, applicable law, regulatory authorities and the agreements governing our existing and any future indebtedness may restrict our ability to repurchase the notes or pay any cash amounts due upon conversion. Our failure to repurchase notes or to pay any cash amounts due upon conversion or when otherwise required will constitute a default under the indentures governing the notes. A default under the indenture governing our new senior secured notes or a default under the indenture governing the new secured convertible notes or the fundamental change itself could also lead to a default under agreements governing other indebtedness which we have incurred or may incur, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the notes.
The conditional conversion feature of our convertible notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of the existing convertible notes is triggered, holders of such notes will be entitled to convert the notes at any time during specified periods at their option and holders of the new secured convertible notes are entitled to convert their notes at any time at their option. If one or more holders elect to convert their notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. If a significant portion of our convertible notes were converted, the number of shares of Class A common stock that would be issued upon conversion will cause substantial dilution to our stockholders. In addition, upon conversion of the new secured convertible notes (except a conversion following certain events that constitute a “make-whole fundamental change”), we would be required to pay a make-whole premium upon conversion equal to the lesser of (i) all regularly scheduled interest payments that would be due on the portion of such new secured convertible notes being redeemed for the succeeding two year period and (ii) all regularly scheduled interest payments that would be due on the portion of such new secured convertible notes being redeemed through the maturity date, and is capped at the maximum number of shares that would be issuable in connection with a “make-whole fundamental change”.
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
On May 24, 2024, we issued 1,440,549 shares of Class A common stock in lieu of cash to a certain service provider for services rendered to us pursuant to a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933.
On July 5, 2024, we issued 259,246 shares of Class A common stock in lieu of cash to a certain service provider for services rendered to us pursuant to a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Mine Safety Disclosures.
Not applicable.
ITEM 5. Other Information.
During the fiscal quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
43
Table of Contents
ITEM 6. Exhibits.
Incorporation by Reference
Exhibit NumberDescriptionFormFile NumberExhibit/Appendix ReferenceFiling DateFiled Herewith
3.18-K/A001-387913.112/8/20
3.2
10-K
001-387913.202/28/24
3.38-K001-387913.103/21/23
4.1X
4.2X
5.1X
10.1
DEF14A
001-38791
B
04/25/24
10.2S-3ASR33-2791181.305/3/24
10.3X
10.4X
31.1X
31.2X
32.1Furnished
herewith
101.INSXBRL Instance DocumentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL).X
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.


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SIGNATURES.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Luminar Technologies, Inc.
Date: August 8, 2024
By:/s/ Austin Russell
Austin Russell
President, Chief Executive Officer and Chairperson of the Board
(Principal Executive Officer)
/s/ Thomas J. Fennimore
Thomas J. Fennimore
Chief Financial Officer
(Principal Financial Officer)

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