Restructures $422 Million of Debt with
Convertible Exchange & Raises $100 Million of New Capital
Today, Luminar (NASDAQ: LAZR), a leading global automotive
technology company, provided its quarterly business update and
financial results for the second quarter of 2024.
Luminar announced today that it has entered into private,
separately negotiated transactions to reduce its debt, extend
maturities, and receive $100 million in new capital to bolster its
balance sheet. This directly addresses the company’s capital
structure overhang, captures a discount on existing notes, and
helps provide the financial runway to execute the company’s
business plan.
Key highlights of the transactions include:
- Holders of approximately $422 million in Convertible Senior
Notes due 2026 have agreed to exchange for approximately $274
million of Convertible Senior Secured Notes due 2030, an
approximate $148 million reduction in aggregate convertible debt
principal amount.
- Additionally, these bond investors have agreed to provide
Luminar with $100 million of new non-convertible Senior Secured
Notes due 2028.
- The extension in maturity of Luminar’s debt from 2026 to 2030
and the $100 million of new capital provides the company with
additional liquidity to help realize its growth and vision on its
path to profitability.
- The transactions are expected to be completed in the coming
days, subject to satisfaction of closing conditions.
“We’ve now successfully ramped production for the first global
production vehicle with standardized LiDAR, and our shift from all
eyes on launch towards cost and efficiency are beginning to pay off
as we begin to convert our multi-billion-dollar Order Book,” said
Austin Russell, Founder and CEO. “This transformational transaction
signed today represents a level of conviction from our
institutional stakeholders that Luminar is here to stay and thrive
this decade. We were able to capitalize on the challenging capital
markets conditions in our industry to bolster our balance sheet and
raise substantive additional capital from investors to fulfill our
business plan.”
Business Milestones & Mid-Year
Update:
At the beginning of the year, Luminar outlined the following
business milestone targets to be achieved by year-end 2024. As of
the mid-year mark, the company is on track to meet or beat each of
these targets as follows:
1. Pass final Run at Rate production audit ahead of Volvo
SOP; Achieve global SOP & ramp with Volvo.
- Now achieved.
- In April 2024, Luminar announced its SOP for Volvo Cars. In
June, Volvo announced the EX90 SOP. Through Q2’24, Luminar
successfully ramped its production and met all of its key customer
deliverables.
2. Launch TPK facility for additional capacity and improved
cost.
- On track.
- In April 2024, Luminar launched an expanded partnership with
TPK, known as LTEC, to substantially reduce cost of
industrialization. Subsequently, the company announced that it
reduced its workforce by approximately 20% as it transitions to
this asset-light industrialization model.
3. Unveil next-generation LiDAR; Deliver samples to
customers.
- Achieved unveiling of Luminar Halo. On track for sample
deliveries to select automakers by year-end.
- Luminar is realizing the benefits of its existing ~$2 billion
technology platform, with Luminar Halo development cost and time
substantially lower than its previous LiDAR generation.
4. Expand ecosystem around LiDAR (e.g. Semiconductors, AI
Engine, Software, Insurance).
- On track.
- In Q2’24, Luminar launched its Sentinel software[1] solution,
with first shipments to automakers expected by the end of
Q3’24.
- Luminar Semiconductor, Inc. continues to grow, including the
acquisition of EM4 to expand from chips to modules with its
customers.
Key Q2 2024 Financials:
- Revenue: Q2 Revenue was $16.5 million, up 2% compared to
Q2’23, but down 22% compared to Q1’24, consistent with guidance for
revenue to potentially be lower QoQ.
- Gross Loss: Q2 Gross Loss was $(13.7) million on a GAAP
basis and $(11.9) million on a non-GAAP basis.
- Net Loss: Q2 GAAP Net Loss was $(130.6) million, or
$(0.29) per share; Q2 Non-GAAP Net Loss was $(81.1) million, or
$(0.18) per share.
- Cash & Liquidity: Ended Q2’24 with $211.3 million in
Cash & Liquidity, which includes marketable securities and a
$50 million line of credit executed in Q1’24 that has not been
drawn upon.
Financial Outlook:
Luminar is revising elements of its FY 2024 financial guidance
to reflect updated expectations of vehicle production ramps in
2H’24, the renegotiation of a non-series production customer
contract as the company focuses on series production and path to
profitability, as well as the announced capital structure
actions.
- Revenue: With a slower anticipated series production
ramp, Luminar is shifting its outlook for a revenue run-rate in the
mid-$30 million range from 2H’24 to now in FY’25.
- Cash & Liquidity: Due to the announced capital
structure actions, Luminar is increasing its guidance for YE’24
Cash & Liquidity from >$150 million to >$240 million,
which still includes the $50 million line of credit obtained in
Q1’24 that remains undrawn.
- Q3’24 Revenue: Luminar expects Q3’24 revenue to be in
line with to modestly higher versus Q2’24, as a QoQ increase in
series production volume is offset by a QoQ decrease in revenue
from a non-series production customer for a contract expected to be
renegotiated.
Webcast Details:
Founder and CEO Austin Russell and CFO Tom Fennimore will host a
video webcast, featuring a business update followed by a live
Q&A session.
- What: Video webcast featuring quarterly business update,
Q2 financials and live Q&A
- Date: Today, August 6, 2024
- Time: 5:00 p.m. EDT (2:00 p.m. PDT)
- Where: https://luminartech.com/quarterlyreview.
A replay will be available following the conclusion of the
webcast. For additional information or to be added to Luminar's
investor distribution list, please visit us at
https://investors.luminartech.com/ir-resources/email-alerts.
Footnote: [1] Various Luminar software capabilities are still in
development and have not achieved "technology feasibility" or
"production ready" status.
Non-GAAP Financial
Measures
In addition to disclosing financial measures prepared in
accordance with U.S. generally accepted accounting principles
(GAAP), this press release contains certain non-GAAP financial
measures and certain other metrics. Non-GAAP financial measures and
these other metrics do not have any standardized meaning and are
therefore unlikely to be comparable to similarly titled measures
and metrics presented by other companies. Luminar considers these
non-GAAP financial measures and metrics to be important because
they provide useful measures of the operating performance of the
company, exclusive of factors that do not directly affect what we
consider to be our core operating performance, as well as unusual
events. The company’s management uses these measures and metrics to
(i) illustrate underlying trends in the company’s business that
could otherwise be masked by the effect of income or expenses that
are excluded from non-GAAP measures, and (ii) establish budgets and
operational goals for managing the Company’s business and
evaluating its performance. In addition, investors often use
similar measures to evaluate the operating performance of a
company. Non-GAAP financial measures and metrics are presented only
as supplemental information for purposes of understanding the
company’s operating results. The non-GAAP financial measures and
metrics should not be considered a substitute for financial
information presented in accordance with GAAP.
This release includes non-GAAP financial measures, including
non-GAAP cost of sales, gross loss/gross profit, net loss, and free
cash flow. Non-GAAP cost of sales is defined as GAAP cost of sales
adjusted for stock-based compensation expense, amortization of
intangible assets, restructuring charges, and accelerated
depreciation related to certain property, plant and equipment
items. Non-GAAP gross loss/gross profit is defined as GAAP gross
loss/gross profit adjusted for stock-based compensation expense,
amortization of intangible assets, restructuring charges, and
accelerated depreciation related to certain property, plant and
equipment items. Non-GAAP net loss is defined as GAAP net loss
adjusted for stock-based compensation expense, amortization of
intangible assets, restructuring charges, accelerated depreciation
related to certain property, plant and equipment items, legal
reserve related to employee matters, transaction costs relating to
acquisition activities, change in fair value of warrant
liabilities, and provision for income taxes. Free cash flow is
defined as operating cash flow less capital expenditures.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words
such as “aims,” “believe,” “may,” “will,” “estimate,” “set,”
“continue,” “towards,” “anticipate,” “intend,” “expect,” “should,”
“would,” “forward,” and similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Forward-looking statements are based on
expectations and assumptions by our management and involve a number
of risks, uncertainties, and other factors that could cause actual
results to differ materially from those stated, including that cost
reduction efforts, capital structure improvements, and unit
economics improvements will continue and lead to profitability, and
that next-generation sensors and software will be developed
successfully and samples will be delivered on time, and will result
in automaker adoption. More information on these risks and other
potential factors that could affect the Company’s business is
included in the Company’s periodic filings with the SEC, including
in the “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of the
Company’s most reports on Form 10-K and Form 10-Q. The Company
assumes no obligation to update any forward-looking statements,
which speak only as of the date they are made.
About Luminar
Luminar is a global automotive technology company ushering in a
new era of vehicle safety and autonomy. For the past decade,
Luminar has built an advanced hardware and software/AI platform to
enable its over 50 industry partners, including most global
automotive OEMs. From consumer vehicle programs with Volvo Cars and
Mercedes-Benz to technology partnerships including NVIDIA and
Mobileye, Luminar is poised to be the first automotive technology
company to enable next-generation safety and autonomous
capabilities for global production vehicles. For more information,
please visit www.luminartech.com.
LUMINAR TECHNOLOGIES, INC. AND
SUBSIDIARIES
Condensed Consolidated Balance
Sheets
(In thousands)
June 30, 2024
March 31, 2024
December 31, 2023
(Unaudited)
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents
$
52,335
$
109,563
$
139,095
Restricted cash
1,758
1,733
1,529
Marketable securities
108,989
108,768
150,727
Accounts receivable
19,752
29,034
14,124
Inventory
14,026
16,417
12,196
Prepaid expenses and other current
assets
33,175
41,122
32,950
Total current assets
230,035
306,637
350,621
Property and equipment, net
58,190
62,127
66,300
Operating lease right-of-use assets
44,408
46,631
42,706
Intangible assets, net
20,994
21,994
22,994
Goodwill
7,390
7,390
7,390
Other non-current assets
20,792
23,166
22,356
Total assets
$
381,809
$
467,945
$
512,367
LIABILITIES AND STOCKHOLDERS’
DEFICIT
Current liabilities:
Accounts payable
$
20,506
$
27,359
$
21,113
Accrued and other current liabilities
37,402
52,136
52,605
Operating lease liabilities
11,370
11,309
10,154
Total current liabilities
69,278
90,804
83,872
Warrant liabilities
84
248
1,069
Convertible senior notes
617,046
616,237
615,428
Operating lease liabilities,
non-current
36,207
38,386
35,079
Other non-current liabilities
1,343
2,115
1,667
Total liabilities
723,958
747,790
737,115
Stockholders’ deficit:
Class A common stock
39
36
34
Class B common stock
10
10
10
Additional paid-in capital
2,066,404
1,998,063
1,927,378
Accumulated other comprehensive income
(loss)
(109
)
(68
)
2
Treasury stock
(312,477
)
(312,477
)
(312,477
)
Accumulated deficit
(2,096,016
)
(1,965,409
)
(1,839,695
)
Total stockholders’ deficit
(342,149
)
(279,845
)
(224,748
)
Total liabilities and stockholders’
deficit
$
381,809
$
467,945
$
512,367
LUMINAR TECHNOLOGIES, INC. AND
SUBSIDIARIES
Condensed Consolidated
Statements of Operations
(In thousands, except share
and per share data)
(Unaudited)
Three Months Ended
Six Months Ended
June 30, 2024
March 31, 2024
June 30, 2023
June 30, 2024
June 30, 2023
Revenue:
Products
$
15,739
$
15,302
$
9,923
$
31,041
$
17,290
Services
712
5,666
6,274
6,378
13,416
Total revenue
16,451
20,968
16,197
37,419
30,706
Cost of sales:
Products
19,969
24,507
25,059
44,476
44,262
Services
10,162
6,916
9,473
17,078
19,403
Total cost of sales
30,131
31,423
34,532
61,554
63,665
Gross loss
(13,680
)
(10,455
)
(18,335
)
(24,135
)
(32,959
)
Operating expenses:
Research and development
65,850
67,750
67,483
133,600
136,535
Sales and marketing
12,140
14,515
15,654
26,655
29,383
General and administrative
29,790
33,049
42,420
62,839
86,910
Restructuring costs
6,262
—
—
6,262
—
Total operating expenses
114,042
115,314
125,557
229,356
252,828
Loss from operations
(127,722
)
(125,769
)
(143,892
)
(253,491
)
(285,787
)
Other income (expense), net:
Change in fair value of warrant
163
821
26
985
(1,028
)
Interest expense
(2,757
)
(2,757
)
(1,273
)
(5,514
)
(2,938
)
Interest income
2,519
3,430
1,605
5,949
3,510
Gain from acquisition of EM4, Inc.
—
1,752
—
1,752
(Losses)/gains related to investments and
certain other assets, and other income (expense)
(3,376
)
(2,604
)
1,787
(5,981
)
(2,278
)
Total other income (expense), net
(3,451
)
642
2,145
(2,809
)
(2,734
)
Loss before provision for income taxes
(131,173
)
(125,127
)
(141,747
)
(256,300
)
(288,521
)
Provision for (benefit from) income
taxes
(566
)
587
9
21
9
Net loss
$
(130,607
)
$
(125,714
)
$
(141,756
)
$
(256,321
)
$
(288,530
)
Net loss per share:
Basic and diluted
$
(0.29
)
$
(0.30
)
$
(0.37
)
$
(0.58
)
$
(0.77
)
Shares used in computing net loss per
Basic and diluted
453,978,904
424,929,163
382,424,675
439,454,034
376,616,066
LUMINAR TECHNOLOGIES, INC. AND
SUBSIDIARIES
Condensed Consolidated
Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended June
30,
2024
2023
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 amortization
14,458
7,536
Amortization of operating lease
right-of-use assets
4,230
3,303
Amortization of discount on marketable
securities
(1,278
)
(1,611
)
Loss on marketable securities
1,976
1,859
Change in fair value of private
warrants
(985
)
1,028
Vendor stock-in lieu of cash program
8,448
21,114
Gain from acquisition of EM4
(1,752
)
—
Amortization of debt discount and issuance
costs
1,618
1,618
Inventory write-offs and write-downs
17,806
13,432
Share-based compensation
83,019
115,149
Impairment of investments
4,000
—
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 liabilities
916
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
securities
112,242
277,771
Proceeds from sales/redemptions of
marketable securities
3,737
39,152
Purchases of property and equipment
(1,586
)
(16,831
)
Net cash provided by investing
activities
35,511
116,366
Cash flows from financing
activities:
Net proceeds from issuance of Class A
common stock under the Equity Financing Program
35,903
29,604
Proceeds from issuance of Class A common
stock to a wholly owned subsidiary of TPK
—
10,000
Proceeds from exercise of stock
options
407
1,570
Proceeds from sale of Class A common stock
under ESPP
800
1,406
Payments of employee taxes related to
stock-based awards
(216
)
(572
)
Net cash provided by financing
activities
36,894
42,008
Net increase (decrease) in cash, cash
equivalents and restricted cash
(86,531
)
20,391
Beginning cash, cash equivalents and
restricted cash
140,624
71,105
Ending cash, cash equivalents and
restricted cash
$
54,093
$
91,496
LUMINAR TECHNOLOGIES, INC. AND
SUBSIDIARIES
Reconciliation of GAAP Cost of
Sales to Non-GAAP Cost of Sales
(In thousands)
(Unaudited)
Three Months Ended
Six Months Ended
June 30, 2024
March 31, 2024
June 30, 2023
June 30, 2024
June 30, 2023
GAAP cost of sales
$
30,131
$
31,423
$
34,532
$
61,554
$
63,665
Non-GAAP adjustments:
Stock-based compensation
(298
)
(3,395
)
(1,925
)
(3,693
)
(4,587
)
Amortization of intangible assets
(166
)
(166
)
(166
)
(332
)
(331
)
Accelerated depreciation related to
certain property, plant and equipment items
(1,295
)
(2,135
)
—
(3,430
)
—
Non-GAAP cost of sales
$
28,372
$
25,727
$
32,441
$
54,099
$
58,747
LUMINAR TECHNOLOGIES, INC. AND
SUBSIDIARIES
Reconciliation of GAAP Gross
Loss to Non-GAAP Gross Loss
(In thousands)
(Unaudited)
Three Months Ended
Six Months Ended
June 30, 2024
March 31, 2024
June 30, 2023
June 30, 2024
June 30, 2023
GAAP gross loss
$
(13,680
)
$
(10,455
)
$
(18,335
)
$
(24,135
)
$
(32,959
)
Non-GAAP adjustments:
Stock-based compensation
298
3,395
1,925
3,693
4,587
Amortization of intangible assets
166
166
166
332
331
Accelerated depreciation related to
certain property, plant and equipment items
1,295
2,135
—
3,430
—
Non-GAAP gross loss
$
(11,921
)
$
(4,759
)
$
(16,244
)
$
(16,680
)
$
(28,041
)
LUMINAR TECHNOLOGIES, INC. AND
SUBSIDIARIES
Reconciliation of GAAP
Operating Expenses to Non-GAAP Operating Expenses
(In thousands)
(Unaudited)
Three Months Ended
Six Months Ended
June 30, 2024
March 31, 2024
June 30, 2023
June 30, 2024
June 30, 2023
GAAP operating expenses
$
114,042
$
115,314
$
125,557
$
229,356
$
252,828
Non-GAAP adjustments:
Stock-based compensation
(36,781
)
(41,070
)
(57,270
)
(77,851
)
(110,562
)
Impairment of investments
(4,000
)
—
—
(4,000
)
—
Restructuring costs
(6,262
)
—
—
(6,262
)
—
Amortization of intangible assets
(834
)
(834
)
(932
)
(1,668
)
(1,829
)
Transaction costs relating to acquisition
activities
(1
)
(231
)
(3
)
(232
)
(36
)
Non-GAAP operating expenses
$
66,164
$
73,179
$
67,352
$
139,343
$
140,401
LUMINAR TECHNOLOGIES, INC. AND
SUBSIDIARIES
Reconciliation of GAAP Net
Loss to Non-GAAP Net Loss
(In thousands, except share
and per share data)
(Unaudited)
Three Months Ended
Six Months Ended
June 30, 2024
March 31, 2024
June 30, 2023
June 30, 2024
June 30, 2023
GAAP net loss
$
(130,607
)
$
(125,714
)
$
(141,756
)
$
(256,321
)
$
(288,530
)
Non-GAAP adjustments:
Stock-based compensation, excluding
restructuring
37,079
$
44,465
59,195
81,544
115,149
Amortization of intangible assets
1,000
$
1,000
1,098
2,000
2,160
Accelerated depreciation related to
certain property, plant and equipment items
1,295
$
2,135
—
3,430
—
Impairment of investments
4,000
$
—
—
4,000
—
Restructuring costs, including stock-based
compensation
6,262
$
—
—
6,262
—
Gain from acquisition of EM4
—
$
(1,752
)
—
(1,752
)
—
Transaction costs relating to acquisition
activities
1
$
231
3
232
36
Change in fair value of warrant
liabilities
(163
)
$
(821
)
(26
)
(985
)
1,028
Non-GAAP net loss
$
(81,133
)
$
(80,456
)
$
(81,486
)
$
(161,590
)
$
(170,157
)
GAAP net loss per share:
Basic and diluted
$
(0.29
)
$
(0.30
)
$
(0.37
)
$
(0.58
)
$
(0.77
)
Non-GAAP net loss per share:
Basic and diluted
$
(0.18
)
$
(0.19
)
$
(0.21
)
$
(0.37
)
$
(0.45
)
Shares used in computing GAAP net loss per
share:
Basic and diluted
453,978,904
424,929,163
382,424,675
439,454,034
376,616,066
Shares used in computing Non-GAAP net loss
per share:
Basic and diluted
453,978,904
424,929,163
382,424,675
439,454,034
376,616,066
LUMINAR TECHNOLOGIES, INC. AND
SUBSIDIARIES
Reconciliation of GAAP
Operating Cash Flow to Non-GAAP Free Cash Flow
(In thousands)
(Unaudited)
Three Months Ended
Six Months Ended
June 30, 2024
March 31, 2024
June 30, 2023
June 30, 2024
June 30, 2023
GAAP operating cash flow
$
(77,707
)
$
(81,229
)
$
(73,309
)
$
(158,936
)
$
(137,983
)
Non-GAAP adjustments:
Capital expenditure:
Purchases of property and equipment
(302
)
(1,284
)
(5,151
)
(1,586
)
(16,831
)
Non-GAAP free cash flow
$
(78,009
)
$
(82,513
)
$
(78,460
)
$
(160,522
)
$
(154,814
)
LUMINAR TECHNOLOGIES, INC. AND
SUBSIDIARIES
Summary of Stock-Based
Compensation and Intangibles Amortization
(In thousands)
(Unaudited)
Three Months Ended June
30,
2024
2023
Stock-Based
Compensation
Intangibles
Amortization
Stock-Based
Compensation
Intangibles
Amortization
Cost of Sales
$
298
$
166
$
1,925
$
166
Research and development
16,378
599
20,541
599
Sales and marketing
3,557
235
9,792
333
General and administrative
16,846
—
26,937
—
Restructuring costs
1,412
$
—
$
—
$
—
Total
$
38,491
$
1,000
$
59,195
$
1,098
Three Months Ended March,
31
2024
2023
Stock-Based
Compensation
Intangibles
Amortization
Stock-Based
Compensation
Intangibles
Amortization
Cost of Sales
$
3,395
$
166
$
2,662
$
165
Research and development
14,484
599
17,471
564
Sales and marketing
5,223
235
5,828
333
General and administrative
21,363
—
29,993
—
Total
$
44,465
$
1,000
$
55,954
$
1,062
Six Months Ended June
30,
2024
2023
Stock-Based
Compensation
Intangibles
Amortization
Stock-Based
Compensation
Intangibles
Amortization
Cost of Sales
$
3,693
$
332
$
4,587
$
331
Research and development
30,862
1,198
38,012
1,163
Sales and marketing
8,780
470
15,620
666
General and administrative
38,209
—
56,930
—
Restructuring costs
1,412
—
—
—
Total
$
82,956
$
2,000
$
115,149
$
2,160
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240806303009/en/
Investor Relations: Aileen Smith Investors@luminartech.com
Media Relations: Milin Mehta Press@luminartech.com
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