Luminar Technologies, Inc./DE0001758057false00017580572024-08-062024-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2024

LUMINAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware001-3879183-1804317
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (800) 532-2417

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐



Item 1.01    Entry into a Material Definitive Agreement.
Exchange and Purchase Agreement
On August 6, 2024, Luminar Technologies, Inc. (the “Company”) entered into private, separately negotiated agreements for (i) the private offering and sale (the “Note Purchase Transaction”) of $100 million in aggregate principal amount of newly issued, first-lien, senior secured floating rate notes of the Company (the “New Senior Notes”), to be issued pursuant to the First-Lien Indenture (as defined below), on the terms and conditions set forth in a Purchase Agreement, dated as of August 6, 2024, among the Company, the Guarantors (as defined therein) and the Purchasers (as defined therein) 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 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 the Second-Lien Indenture (as defined below), on the terms and conditions set forth in an Exchange Agreement, dated as of August 6, 2024, among the Company, the Guarantors (as defined therein) and the Holders (as defined therein) 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.
A summary of the Note Purchase and Exchange Transactions is provided in the following table and described in more detail below.
$ in millionsPrincipal - Pre
Transaction		Exchange
Transaction		Principal - Post
Transaction
Conversion
Premium[2]
Interest
Rate		Annual
Interest
Expense
Existing 2026 Convert$625$(422)$20332.5%1.25%$2.5
New 2030 Convert – Series 1—$82$8250%9.00%$7.4
New 2030 Convert – Series 2—$192$192150%11.50%$22.1
New Senior Notes—$100$100—
14.31%[3]
$14.3
Total Debt Outstanding$625—$577——$43.7
New Capital Raised—
$94.5[1]
$94.5———
[1] Cash received upon issuance of New Senior Notes = $94.5M, net of OID & expenses.
[2] Conversion premium for Existing 2026 Convert based on reference price of $15.08 as of December 14, 2021. Conversion price for New Convertible Notes to be set at the specified premium to the Volume Weighted Average Price of the Company’s Common Stock on August 7, 2024, subject to such minimum price as may be required to comply with Nasdaq Minimum Price requirements.
[3] Based on SOFR as of 08/05/2024 = 5.35%.
The Note Purchase and Exchange Agreements contain representations, warranties, and covenants customary for transactions of this type and described in greater detail in the Note Purchase and Exchange Agreements. The Note Purchase and Exchange Transactions are expected to be consummated on or about August 8, 2024 (the “Effective Date”), following the satisfaction of customary closing conditions described in the Note Purchase and Exchange Agreements.
The New Senior Notes are being issued in private placement transactions pursuant to the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The New Convertible Notes are being issued in private placement transactions in accordance with Section 4(a)(2) of the Securities Act, solely in exchange for the Existing Convertible Notes and the payment of cash for accrued and unpaid interest thereon.


First-Lien Indenture
At the closing of the Note Purchase Transaction, the Company expects to issue $100 million in aggregate principal amount of New Senior Notes under an Indenture, to be dated as of the Effective Date (the “First Lien Indenture”), by and among the Guarantors party thereto from time to time and GLAS Trust Company LLC, as trustee and notes collateral agent. The New Senior Notes will be issued at a purchase price of 97% of the aggregate principal amount thereof. A 3.0% prepayment fee will be due on repayment of the New Senior Notes at maturity or on any early redemption, repurchase or acceleration of the New Senior Notes.
Interest and maturity. The New Senior 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 Senior Notes will bear interest at a rate equal to Term SOFR plus 9.00%, subject to a Term SOFR floor of 3.00%. Interest will accrue on the New Senior Notes from the Effective Date and will be payable quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, to holders of record at the close of business on the preceding February 1, May 1, August 1, and November 1, respectively.
Guarantees and security. The New Senior Notes will be guaranteed by certain of the Company’s current and future material subsidiaries on a senior secured basis, subject to certain criteria and exceptions. The New Senior Notes and the guarantees will be secured by a fully perfected first-priority lien on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions, including any first-priority liens on customary asset-based lending collateral, including accounts receivable and inventory, pursuant to a revolving credit facility permitted under the First Lien Indenture.
Optional redemption. On or after August 15, 2025, the Company may redeem the New Senior Notes at its option, in whole at any time or in part from time to time, at the following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the following periods, inclusive of the prepayment fee due on any such redemption: August 15, 2025 to (but excluding) August 15, 2026: 111.00%, August 15, 2026 to (but excluding) August 15, 2027: 108.00%, and August 15, 2027 and thereafter: 103.00%. The New Senior Notes are subject to a customary make whole payment in the event of any redemption or acceleration of the New Senior Notes on or prior to August 15, 2025.
Change of Control. In the event of a “Change of Control” (as defined in the First Lien Indenture), the holders of the New Senior Notes may require the Company to repurchase their notes at a cash repurchase price equal to 103% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
Covenants. The First Lien Indenture contains covenants that limit the Company’s and its 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 the Company and any Guarantor, consolidate, amalgamate or merge with or into, or sell all or substantially all of its assets to, another person; (vii) agree to limitations on the ability of the Company’s subsidiaries to pay dividends or make other distributions; and (viii) make modifications to certain material debt agreements of the Company. In addition, the First Lien Indenture contains a covenant that provides that the Company 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 First Lien Indenture, plus (b) the amount of unrestricted cash and cash equivalents held by the Company and its subsidiary guarantors) to be less than $35 million as of the last day, or for more than 5 days, of any calendar month that ends following the Effective Date.
Events of default. The First Lien Indenture sets forth certain events of default after which the New Senior Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company or its subsidiaries.


Second-Lien Indenture
At the closing of the Exchange Transaction, the Company expects to issue approximately $274.2 million in aggregate principal amount of New Convertible Notes pursuant to an Indenture, to be dated as of the Effective Date (the “Second-Lien Indenture”), by and among the Company, the Guarantors party thereto from time to time and GLAS Trust Company LLC, as trustee and notes collateral agent.
Principal. The New Convertible Notes will consist of two separate Series, as set forth below:
(i)    Series 1: Aggregate principal amount of approximately $82.3 million (the “Series 1 Notes”).
(ii)    Series 2: Aggregate principal amount of approximately $192.0 million (the “Series 2 Notes”).
Interest and maturity. The New 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. The Series 1 Notes will bear interest at a rate of 9.0% per annum and the Series 2 Notes will be interest at a rate of 11.5% per annum. Interest will accrue from the Effective Date and will be payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year to holders of record at the close of business on the preceding January 1, April 1, July 1, and October 1, respectively.
Conversion price. The New Convertible Notes will be subject to an initial conversion price that will be determined based on, for the Series 1 Notes, a 50% premium and, for the Series 2 Notes, a 150% premium, in each case to the volume weighted average price of the Company’s Common Stock on August 7, 2024 and, in each case, subject to such minimum price as may be required to comply with Nasdaq Minimum Price requirements. The conversion price will be subject to customary adjustments upon the occurrence of certain events.
Conversion. The New Convertible Notes are convertible at the option of the holders at any time after the Effective Date and before the close of business on the scheduled trading day immediately before the maturity date, at the conversion price then in effect for the applicable Series plus a make-whole premium (the “Make-Whole Premium”) equal to the lesser of (i) all regularly scheduled interest payments that would be due on the portion of such New Convertible Note 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 Convertible Note 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” (as defined in the Second Lien Indenture). The Make-Whole Premium will be payable in either cash or shares, at the Company’s option. The Make-Whole Premium is due upon any conversion of the New Convertible Notes, including, but not limited to a conversion following the notice of a provisional call (as described below), but excluding a conversion following certain corporate events that constitute a “Fundamental Change” (as defined in the Second Lien Indenture), other than a provisional call.
Under the terms of the Indenture, no holder will be entitled to receive shares of Common Stock (i) upon conversion of New Convertible Notes or (ii) as part of the payment of the Make-Whole Premium, which would cause such holder (together with its affiliates) to own more than 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to such event, as such percentage ownership is determined in accordance with the terms of the Second Lien Indenture. However, any holder may increase or decrease such percentage to any other percentage not in excess of 19.9%, provided that any increase in such percentage shall not be effective until 61 days after such notice is delivered to the Company, unless delivered at closing in which case any increase in such percentage shall be effective immediately. In addition, at the option of the Company, if the Company is not able to deliver any shares of Common Stock to a holder as a result of the foregoing ownership limitations, the Company may elect to settle such excess shares in cash or by delivering to the holder pre-funded warrants upon conversion of New Convertible Notes, or payment of the Make-Whole Premium thereon to the extent elected to be paid in shares, in respect of any such shares.
Guarantees and security. The New Convertible Notes will be guaranteed by certain of the Company’s current and future material subsidiaries on a second-priority senior secured basis, subject to certain criteria and exceptions. The New Convertible Notes and the guarantees will be secured by a fully perfected second-priority lien on substantially all of the assets of the Company and the Guarantors, subject to the first-priority liens securing or otherwise permitted by the New Senior Notes and any first-priority liens on customary asset-based lending


collateral, including accounts receivable and inventory, pursuant to a revolving credit facility permitted under the Second Lien Indenture.
Fundamental Change. If a Fundamental Change (as defined in the Second Lien Indenture) occurs, then holders may require the Company to repurchase their Notes at a cash repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. A holder that elects to convert its New Convertible Notes in connection with a Fundamental Change may be entitled to receive a make-whole adjustment in connection with such corporate event in certain circumstances. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s Common Stock.
Provisional call. The Company may redeem the New Convertible Notes at its option, in whole at any time or in part from time to time, if the closing price of the Company’s Common Stock exceeds 130% of the conversion price for a given Series then in effect for at least 20 trading days (whether or not consecutive) during any 30 day consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, and certain liquidity conditions are then satisfied, at a redemption price equal to (i) 100% of the principal amount of the New Convertible Notes to be redeemed, plus (ii) accrued and unpaid interest to, but excluding the redemption date, and (iii) the Make-Whole Premium.
Covenants. The Second Lien Indenture contains covenants substantially similar to the New Senior Notes, including covenants that limit the Company’s and its 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 the Company and any Guarantor, consolidate, amalgamate or merge with or into, or sell all or substantially all of its assets to, another person; (vii) agree to limitations on the ability of the Company’s subsidiaries to pay dividends or make other distributions; and (viii) make modifications to certain material debt agreements of the Company. In addition, the Second Lien Indenture contains a covenant that provides that the Company 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 Second Lien Indenture, plus (b) the amount of unrestricted cash and cash equivalents held by the Company and its subsidiary guarantors) to be less than $31.5 million as of the last day, or for more than 5 days, of any calendar month that ends following the Effective Date.
Events of default. The Second Lien Indenture sets forth certain events of default after which the New Convertible Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company or its subsidiaries.
The foregoing description of the Note Purchase and Exchange Agreements, First Lien Indenture and Second Lien Indenture does not purport to be complete and is qualified in its entirety by the terms and conditions of the agreements, copies of which will be attached as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
Item 2.02    Results of Operations and Financial Condition.
On August 6, 2024, Luminar Technologies, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2024. The full text of the press release issued is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K (including Exhibits 99.1 furnished herewith) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K regarding the Note Purchase and Exchange Agreements, the First Lien Indenture and the Second Lien Indenture is incorporated by reference into this Item 2.03 of this Current Report to the extent required.
Item 3.02    Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K regarding the Note Purchase and Exchange Agreements and the Second Lien Indenture is incorporated by reference into this Item 3.02 of this Current Report to the extent required.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription
99.1
104Cover page interactive data file formatted in Inline XBRL.
Forward-Looking Statements
Certain statements included in this Current Report that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under 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. These forward-looking statements include, but are not limited to, statements regarding the completion and timing of the closing of the Note Purchase and Exchange Transactions. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of Luminar’s management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties, including but not limited to whether we will consummate the Note Purchase and Exchange Transactions on the expected terms or at all, which could differ or change based upon market conditions or for other reasons, that could cause actual results to differ materially from the forward-looking statements including the risks discussed under the heading “Risk Factors” in the Annual Report on Form 10-K filed by Luminar on February 28, 2024, and other documents Luminar files with the Securities and Exchange Commission in the future. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made and Luminar undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Current Report.


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 hereunto duly authorized.

Luminar Technologies, Inc.
Date: August 6, 2024
By:/s/ Thomas J. Fennimore
Name:Thomas J. Fennimore
Title:Chief Financial Officer

Exhibit 99.1
Luminar Bolsters Balance Sheet & Reports Second Quarter 2024 Business Update
Restructures $422 Million of Debt with Convertible Exchange & Raises $100 Million of New Capital
Orlando, Fla. — August 6, 2024 — 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.
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•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,”
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“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.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
June 30, 2024March 31, 2024December 31, 2023
(Unaudited)(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents$52,335 $109,563 $139,095 
Restricted cash1,758 1,733 1,529 
Marketable securities108,989 108,768 150,727 
Accounts receivable19,752 29,034 14,124 
Inventory14,026 16,417 12,196 
Prepaid expenses and other current assets33,175 41,122 32,950 
Total current assets230,035 306,637 350,621 
Property and equipment, net58,190 62,127 66,300 
Operating lease right-of-use assets44,408 46,631 42,706 
Intangible assets, net20,994 21,994 22,994 
Goodwill7,390 7,390 7,390 
Other non-current assets20,792 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 liabilities37,402 52,136 52,605 
Operating lease liabilities11,370 11,309 10,154 
Total current liabilities69,278 90,804 83,872 
Warrant liabilities84 248 1,069 
Convertible senior notes617,046 616,237 615,428 
Operating lease liabilities, non-current36,207 38,386 35,079 
Other non-current liabilities1,343 2,115 1,667 
Total liabilities723,958 747,790 737,115 
Stockholders’ deficit:
Class A common stock39 36 34 
Class B common stock10 10 10 
Additional paid-in capital2,066,404 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 
4

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, 2024March 31, 2024June 30, 2023June 30, 2024June 30, 2023
Revenue:
Products$15,739 $15,302 $9,923 $31,041 $17,290 
Services712 5,666 6,274 6,378 13,416 
Total revenue16,451 20,968 16,197 37,419 30,706 
Cost of sales:
Products19,969 24,507 25,059 44,476 44,262 
Services10,162 6,916 9,473 17,078 19,403 
Total cost of sales30,131 31,423 34,532 61,554 63,665 
Gross loss(13,680)(10,455)(18,335)(24,135)(32,959)
Operating expenses:
Research and development65,850 67,750 67,483 133,600 136,535 
Sales and marketing12,140 14,515 15,654 26,655 29,383 
General and administrative29,790 33,049 42,420 62,839 86,910 
Restructuring costs6,262 — — 6,262 — 
Total operating expenses114,042 115,314 125,557 229,356 252,828 
Loss from operations(127,722)(125,769)(143,892)(253,491)(285,787)
Other income (expense), net:
Change in fair value of warrant liabilities163 821 26 985 (1,028)
Interest expense(2,757)(2,757)(1,273)(5,514)(2,938)
Interest income2,519 3,430 1,605 5,949 3,510 
Gain from acquisition of EM4, Inc. (“EM4”)— 1,752 — 1,752 
(Losses)/gains related to investments and certain other assets, and other income (expense)(3,376)(2,604)1,787 (5,981)(2,278)
Total other income (expense), net(3,451)642 2,145 (2,809)(2,734)
Loss before provision for income taxes(131,173)(125,127)(141,747)(256,300)(288,521)
Provision for (benefit from) income taxes(566)587 9 21 9 
Net loss$(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 share:
Basic and diluted453,978,904 424,929,163 382,424,675 439,454,034 376,616,066 
5

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
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 discount 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 compensation83,019 115,149 
Impairment of investments4,000 — 
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 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 
6

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, 2024March 31, 2024June 30, 2023June 30, 2024June 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 $58,747 
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES
Reconciliation of GAAP Gross Loss to Non-GAAP Gross Loss
(In thousands)
(Unaudited)
Three Months Ended Six Months Ended
June 30, 2024March 31, 2024June 30, 2023June 30, 2024June 30, 2023
GAAP gross loss$(13,680)$(10,455)$(18,335)$(24,135)$(32,959)
Non-GAAP adjustments:
Stock-based compensation298 3,395 1,925 3,693 4,587 
Amortization of intangible assets166 166 166 332 331 
Accelerated depreciation related to certain property, plant and equipment items1,295 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, 2024March 31, 2024June 30, 2023June 30, 2024June 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 

7

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, 2024March 31, 2024June 30, 2023June 30, 2024June 30, 2023
GAAP net loss$(130,607)$(125,714)$(141,756)$(256,321)$(288,530)
Non-GAAP adjustments:
Stock-based compensation, excluding restructuring37,079 $44,465 59,195 81,544 115,149 
Amortization of intangible assets1,000 $1,000 1,098 2,000 2,160 
Accelerated depreciation related to certain property, plant and equipment items1,295 $2,135 — 3,430 — 
Impairment of investments4,000 $— — 4,000 — 
Restructuring costs, including stock-based compensation6,262 $— — 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 diluted453,978,904 424,929,163 382,424,675 439,454,034 376,616,066 
Shares used in computing Non-GAAP net loss per share:
Basic and diluted453,978,904 424,929,163 382,424,675 439,454,034 376,616,066 
8

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, 2024March 31, 2024June 30, 2023June 30, 2024June 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,
20242023
Stock-Based
Compensation		Intangibles
Amortization		Stock-Based
Compensation		Intangibles
Amortization
Cost of Sales$298 $166 $1,925 $166 
Research and development16,378 599 20,541 599 
Sales and marketing3,557 235 9,792 333 
General and administrative16,846 — 26,937 — 
Restructuring costs1,412 $— $— $— 
Total$38,491 $1,000 $59,195 $1,098 
Three Months Ended March, 31
20242023
Stock-Based
Compensation		Intangibles
Amortization		Stock-Based
Compensation		Intangibles
Amortization
Cost of Sales$3,395 $166 $2,662 $165 
Research and development14,484 599 17,471 564 
Sales and marketing5,223 235 5,828 333 
General and administrative21,363 — 29,993 — 
Total$44,465 $1,000 $55,954 $1,062 
Six Months Ended June 30,
20242023
Stock-Based
Compensation		Intangibles
Amortization		Stock-Based
Compensation		Intangibles
Amortization
Cost of Sales$3,693 $332 $4,587 $331 
Research and development30,862 1,198 38,012 1,163 
Sales and marketing8,780 470 15,620 666 
General and administrative38,209 — 56,930 — 
Restructuring costs1,412 — — — 
Total$82,956 $2,000 $115,149 $2,160 
9

Contact Information
Investor Relations:
Aileen Smith
Investors@luminartech.com

Media Relations:
Milin Mehta
Press@luminartech.com
10
v3.24.2.u1
Cover
Aug. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 06, 2024
Entity Registrant Name Luminar Technologies, Inc./DE
Entity Incorporation, State or Country Code DE
Entity File Number 001-38791
Entity Tax Identification Number 83-1804317
Entity Address, Address Line One 2603 Discovery Drive
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Orlando
Entity Address, State or Province FL
Entity Address, Postal Zip Code 32826
City Area Code 800
Local Phone Number 532-2417
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value of $0.0001 per share
Trading Symbol LAZR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001758057
Amendment Flag false
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