Aurora Innovation, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of Aurora should be read together with Aurora’s unaudited financial statements as of and for the three and nine months ended September 30, 2022 and 2021, together with related notes thereto, included elsewhere in this Quarterly Report. The discussion and analysis should also be read together with the section entitled “Aurora’s Business” below. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of Aurora’s control and actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in “Part II, Item 1A. Risk Factors” of this Quarterly Report and under the heading “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report. Percentage amounts included in this Quarterly Report have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Quarterly Report may vary from those obtained by performing the same calculations using the figures in our unaudited consolidated financial statements included elsewhere in this Quarterly Report. Certain other amounts that appear in this Quarterly Report may not sum due to rounding. Unless otherwise indicated or the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Aurora,” “we,” “us,” “our” and other similar terms refer to Legacy Aurora prior to the Merger and to Aurora and its consolidated subsidiaries after giving effect to the Merger. Aurora’s Business Aurora is developing the Aurora Driver based on what it believes to be the most advanced and scalable suite of self-driving hardware, software, and data services in the world to fundamentally transform the over $9 trillion global transportation market. The Aurora Driver is designed as a platform to adapt and interoperate amongst vehicle types and applications. To date, it has been successfully integrated into nine different vehicle platforms: from passenger vehicles to light commercial vehicles to Class 8 trucks. By creating one driver system for multiple vehicle types and use cases, Aurora’s capabilities in one market reinforce and strengthen its competitive advantages in others. For example, highway driving capabilities developed for trucking will carry to highway segments driven by passenger vehicles in ride hailing applications. We believe this approach will enable us to target and transform multiple massive markets, including the $4 trillion global trucking market, the $5 trillion global passenger mobility market, and the $400 billion U.S. local goods delivery market. We expect that the Aurora Driver will ultimately be commercialized in a Driver as a Service (“DaaS”) business model, in which we will supply self-driving technology. We do not intend to own nor operate a large number of vehicles ourselves. Throughout commercialization, we expect to earn revenue on a fee per mile basis. We intend to partner with OEMs, fleet operators, and other third parties to commercialize and support Aurora-powered vehicles. We expect that these strategic partners will support activities such as vehicle manufacturing, financing and leasing, service and maintenance, parts replacement, facility ownership and operation, and other commercial and operational services as needed. We expect this DaaS model to enable an asset-light and high margin revenue stream for Aurora, while allowing us to scale more rapidly through partnerships. During the start of commercialization, though, we expect to briefly operate our own logistics and mobility services, where we own and operate a small fleet of vehicles equipped with our Aurora Driver. This level of control is useful during early commercialization as we will define operational processes and playbooks for our partners. We plan to first launch Aurora Horizon, our driverless trucking subscription service, as we believe that is where we can make the largest impact the fastest, given the massive industry demand, attractive unit economics, and the ability to deploy on high volume highway-focused routes. Future success will be dependent on our ability to execute against our product roadmap to launch Aurora Horizon. From there, we plan to leverage the extensibility of the Aurora Driver to deploy and scale into the passenger mobility market with Aurora Connect, our driverless ride hailing subscription service, and longer-term the local goods delivery market. 20 Table of Contents Results of Operations Comparison of the Three Months Ended September 30, 2022 to the Three Months Ended September 30, 2021 The following table sets forth a summary of our consolidated results of operations for the periods indicated, and the changes between periods. Three Months Ended September 30, $ Change % Change 2022 2021 (in thousands, except for percentages) Collaboration revenue $ 2,897 $ 55,599 $ (52,702) (94.8) % Operating expenses: Research and development 170,490 158,135 12,355 7.8 % Selling, general and administrative 32,511 25,898 6,613 25.5 % Total operating expenses 203,001 184,033 18,968 10.3 % Loss from operations (200,104) (128,434) (71,670) 55.8 % Other income (expense): Change in fair value of derivative liabilities (2,631) — (2,631) n/m (1) Other income (expense), net 4,542 (4,911) 9,453 n/m (1) Loss before income taxes (198,193) (133,345) (64,848) 48.6 % Income tax expense (benefit) 1 — 1 n/m (1) Net loss $ (198,194) $ (133,345) $ (64,849) 48.6 % (1) Not meaningful. Collaboration revenue Collaboration revenue decreased by $52.7 million, or 94.8%, to $2.9 million in the three months ended September 30, 2022 from $55.6 million in the three months ended September 30, 2021, due to lower hours incurred toward the completion of the collaboration project plan with Toyota Motor Corporation. Through September 30, 2022, the Company has recognized cumulative revenue of $148.2 million from the $150.4 million of cash payments received under the agreement. Research and development Research and development increased by $12.4 million, or 7.8%, to $170.5 million in the three months ended September 30, 2022 from $158.1 million in the three months ended September 30, 2021, primarily driven by an increase in payroll and development costs, partially offset by a decrease in stock-based compensation. Selling, general and administrative Selling, general, and administrative increased by $6.6 million, or 25.5%, to $32.5 million in the three months ended September 30, 2022 from $25.9 million in the three months ended September 30, 2021, primarily driven by an increase in payroll, stock-based compensation and insurance costs. Change in fair value of derivative liabilities The change in fair value of derivative liabilities resulted in a loss of $2.6 million in the three months ended September 30, 2022 primarily due to the change in the market price for the underlying instrument. Other income (expense), net Other income, net was $4.5 million in the three months ended September 30, 2022, primarily due to interest income earned on short-term investments. Other expenses, net was $4.9 million in the three months ended September 30, 2021, primarily due to losses on the disposal of IT equipment. 21 Table of Contents Comparison of the Nine Months Ended September 30, 2022 to the Nine Months Ended September 30, 2021 The following table sets forth a summary of our consolidated results of operations for the periods indicated, and the changes between periods. Nine Months Ended September 30, $ Change % Change 2022 2021 (in thousands, except for percentages) Collaboration revenue $ 65,628 $ 55,599 $ 10,029 18.0 % Operating expenses: Research and development 508,365 477,056 31,309 6.6 % Selling, general and administrative 97,030 80,224 16,806 20.9 % Goodwill impairment 1,000,081 — 1,000,081 n/m (1) Total operating expenses 1,605,476 557,280 1,048,196 188.1 % Loss from operations (1,539,848) (501,681) (1,038,167) 206.9 % Other income (expense): Change in fair value of derivative liabilities 103,057 — 103,057 n/m (1) Other income (expense), net 7,615 (4,738) 12,353 n/m (1) Loss before income taxes (1,429,176) (506,419) (922,757) 182.2 % Income tax expense (benefit) 3 (2,643) 2,646 n/m (1) Net loss (1,429,179) (503,776) $ (925,403) 183.7 % (1) Not meaningful. Collaboration revenue Collaboration revenue increased by $10.0 million, or 18.0%, to $65.6 million in the nine months ended September 30, 2022 from $55.6 million in the nine months ended September 30, 2021 due to higher hours incurred toward the completion of the collaboration project plan with Toyota Motor Corporation. Through September 30, 2022, the Company has recognized cumulative revenue of $148.2 million from the $150.4 million of cash payments received under the agreement. Research and development Research and development increased by $31.3 million, or 6.6%, to $508.4 million in the nine months ended September 30, 2022 from $477.1 million in the nine months ended September 30, 2021, primarily driven by an increase in payroll costs and hardware developments costs, partially offset by a decrease in severance expense and stock-based compensation. Selling, general and administrative Selling, general and administrative increased by $16.8 million, or 20.9%, to $97.0 million in the nine months ended September 30, 2022 from $80.2 million in the nine months ended September 30, 2021, primarily driven by an increase in payroll, stock-based compensation and insurance costs, partially offset by a decrease in professional services costs. Goodwill impairment The Company recognized a goodwill impairment of $1,000.1 million during the nine months ended September 30, 2022 as a result of an interim goodwill impairment assessment performed due to a significant decline in the market price of the Company’s Class A common stock and its market capitalization during the second quarter. Change in fair value of derivative liabilities The change in fair value of derivative liabilities resulted in a gain of $103.1 million in the nine months ended September 30, 2022 primarily due to the change in the market price for the underlying instrument. 22 Table of Contents Other income (expense), net Other income, net was $7.6 million in the nine months ended September 30, 2022, primarily due to interest income earned on short-term investments. Other expenses, net was $4.7 million in the nine months ended September 30, 2021, primarily due to losses on the disposal of IT equipment. Income tax expense (benefit) An income tax benefit was recognized in the nine months ended September 30, 2021 due to the release of a deferred tax asset valuation allowance as a result of deferred tax liabilities incurred from the acquisition of OURS Technology, Inc. Liquidity and Capital Resources As of September 30, 2022, our principal sources of liquidity were $486.6 million of cash and cash equivalents and $750.7 million of short-term investments, exclusive of short-term and long-term restricted cash of $0.6 million and $15.8 million, respectively. Cash and cash equivalents primarily consist of U.S. Treasury securities and money market funds. Short-term investments consist of U.S. Treasury securities. We have incurred negative cash flows from operating activities and significant losses from operations in the past. We expect to continue to incur operating losses and that we will need to opportunistically raise additional capital to support the continued development and commercialization of the Aurora Driver. We believe our cash on hand and short-term investments will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of this Quarterly Report. Cash Flows The following table summarizes our cash flows for the periods indicated (in thousands): Nine Months Ended September 30, 2022 2021 (in thousands) Net cash used in operating activities $ (367,833) $ (420,854) Net cash (used in) provided by investing activities (765,792) 262,311 Net cash provided by financing activities 10,392 402,571 Net (decrease) increase in cash (1,123,233) 244,028 Cash, cash equivalents, and restricted cash at beginning of the period 1,626,247 399,828 Cash, cash equivalents, and restricted cash at end of the period $ 503,014 $ 643,856 Cash Flows Used in Operating Activities Net cash used in operating activities was $367.8 million for the nine months ended September 30, 2022, a decrease of $53.0 million from $420.9 million for the nine months ended September 30, 2021. The change in operating cash flows was primarily due to an increase of cash received in connection with the collaboration agreement, partially offset by increased incentive compensation payments and the professional fees and other expenses paid in connection with the acquisition of ATG which did not recur during the current period. Cash Flows (Used in) Provided by Investing Activities Net cash used in investing activities increased by $1,028.1 million in the nine months ended September 30, 2022 from the nine months ended September 30, 2021, primarily due to the purchases of short-term investments, net of maturities, of $753.8 million, and the comparative period including $294.4 million in net cash acquired in acquisitions. Cash Flows Provided by Financing Activities Net cash provided by financing activities decreased by $392.2 million in the nine months ended September 30, 2022 from the nine months ended September 30, 2021, primarily due to the comparative period including net proceeds from the issuance of Series U-2 preferred stock of $397.9 million. 23 Table of Contents Contractual Obligations, Commitments and Contingencies Aurora may be party to various claims within the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. We assess the need to record a liability for litigation and other loss contingencies, with reserve estimates recorded if we determine that a loss related to the matter is both probable and reasonably estimable. No material losses were recorded in the three and nine months ended September 30, 2022 and 2021. Critical Accounting Estimates Our condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. Preparation of the financial statements requires our management to make judgments, estimates and assumptions that impact the reported amount of net sales and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. Our significant accounting policies are described in Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report and in the notes to the consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K for the year-ended December 31, 2021, as amended (the “Annual Report”). Other than as described below, there have been no material changes to our critical accounting estimates since our Annual Report. Valuation of Goodwill Goodwill represents the excess purchase consideration of acquired businesses over the estimated fair value of the net assets acquired and is not amortized. Goodwill is evaluated for impairment annually on December 31, or whenever events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of the goodwill. During the second quarter of 2022, the market price of the Company’s Class A common stock and its market capitalization declined significantly. As a result, the Company determined that a triggering event had occurred and an interim goodwill impairment assessment was performed. The Company utilized a market approach valuation method utilizing the observable market price of the Company’s Class A common stock as it represented the best evidence of the fair value of its reporting unit. Based on the results, the Company recognized a $1,000.1 million goodwill impairment during the nine months ended September 30, 2022. As of September 30, 2022, the Company’s carrying value of goodwill was $113.7 million. To the extent there are future entity-specific or macroeconomic conditions that negatively impact the market price of the Company’s Class A common stock and its market capitalization, additional goodwill impairments may be necessary. Emerging Growth Company Status Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of this extended transition period. The Company expects to remain an emerging growth company at least through the end of 2023, when we expect to qualify as a large accelerated filer, and will have the benefit of the extended transition period. This may make it difficult to compare our financial results with the financial results of other public companies that are either not emerging growth companies or emerging growth companies that have chosen not to take advantage of the extended transition period. 24 Table of Contents