Core Viewpoint - Rosen Law Firm is reminding investors who purchased Luminar Technologies, Inc. securities during the specified Class Period of the upcoming lead plaintiff deadline on September 22, 2025 [1] Group 1: Class Action Details - Investors who purchased Luminar securities between March 20, 2025, and May 14, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2] - A class action lawsuit has already been filed, and interested parties must move the Court to serve as lead plaintiff by September 22, 2025 [3] - Investors are encouraged to select qualified counsel with a successful track record in securities class actions [4] Group 2: Case Allegations - The lawsuit alleges that Luminar's executives made false and misleading statements and failed to disclose critical information regarding CEO Austin Russell's undisclosed conduct, which could lead to his removal [5] - The potential loss of Russell could adversely affect Luminar's business operations, including competition, R&D management, and customer relationships [5] - The lawsuit claims that Luminar had no reasonable basis for its financial guidance, and the public statements made by the defendants were materially false and misleading [5]

FORM 10-Q Filing Information [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides Luminar's basic identification, securities registration, filing status, and outstanding share details - Luminar Technologies, Inc. is incorporated in Delaware and its Class A common stock (LAZR) is listed on The Nasdaq Stock Market LLC[3](index=3&type=chunk) - The registrant is classified as a **non-accelerated filer** and a **smaller reporting company**[4](index=4&type=chunk) **Shares Outstanding** | Class of Stock | Shares Outstanding (as of Aug 8, 2025) | | :--------------- | :------------------------------------- | | Class A Common | 63,891,880 | | Class B Common | 4,872,578 | Table of Contents Cautionary Note Regarding Forward-Looking Statements [Forward-Looking Statements Disclosure](index=3&type=section&id=Forward-Looking%20Statements%20Disclosure) The company outlines forward-looking statements and cautions investors about risks that could cause actual results to differ - Forward-looking statements cover topics such as **restructuring plans (2024 and 2025)**, product plans, future growth, sales estimates, market opportunities, and liquidity[8](index=8&type=chunk) - Key risk factors include a history of losses, significant R&D costs, challenges in LiDAR product adoption by OEMs, lengthy implementation periods for commercial wins, and the inability to control input costs or reduce manufacturing expenses[9](index=9&type=chunk) - Other risks include general economic conditions (inflation, recession), market competition, ability to manage growth, supply chain disruptions, cybersecurity risks, and the **large amount of outstanding indebtedness**[9](index=9&type=chunk)[10](index=10&type=chunk) Website and Social Media Disclosure [Company Communication Channels](index=4&type=section&id=Company%20Communication%20Channels) Luminar uses its website and social media channels for material information disclosure, which investors should monitor - Luminar uses its website (luminartech.com) and social media (X, YouTube, LinkedIn) for disclosing company and product information[13](index=13&type=chunk) - Information posted on these channels may be considered **material**, and investors should monitor them alongside SEC filings[13](index=13&type=chunk) PART I. FINANCIAL INFORMATION [Item 1. Financial Statements.](index=5&type=section&id=Item%201.%20Financial%20Statements.) The company presents its unaudited condensed consolidated financial statements, reflecting a reduced net loss, lower operating expenses, and changes in liquidity and debt structure [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) The company's balance sheet shows decreased total assets and liabilities, driven by lower cash and debt, while the stockholders' deficit increased **Condensed Consolidated Balance Sheets (Unaudited)** | Metric (in thousands) | Dec 31, 2024 | Jun 30, 2025 | Change | | :-------------------- | :----------- | :----------- | :----- | | **Assets** | | | | | Cash & Cash Equivalents | $82,840 | $48,166 | $(34,674) | | Marketable Securities | $99,827 | $59,465 | $(40,362) | | Total Current Assets | $245,227 | $167,328 | $(77,899) | | Total Assets | $365,213 | $265,487 | $(99,726) | | **Liabilities** | | | | | Total Current Liabilities | $60,588 | $69,187 | $8,599 | | Debt | $500,516 | $429,679 | $(70,837) | | Total Liabilities | $586,002 | $513,456 | $(72,546) | | **Equity** | | | | | Total Stockholders' Deficit | $(220,789) | $(272,179) | $(51,390) | [Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20(Unaudited)) The company reports a significantly improved net loss for the six months ended June 30, 2025, driven by a substantial reduction in operating expenses **Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)** | Metric (in thousands, except per share) | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Revenue | $15,634 | $16,451 | $34,520 | $37,419 | | Total Cost of Sales | $28,061 | $30,131 | $55,047 | $61,554 | | Gross Loss | $(12,427) | $(13,680) | $(20,527) | $(24,135) | | Research and Development | $39,328 | $65,850 | $77,616 | $133,600 | | Sales and Marketing | $5,297 | $12,140 | $10,201 | $26,655 | | General and Administrative | $(18,753) | $29,790 | $2,163 | $62,839 | | Total Operating Expenses | $27,052 | $114,042 | $91,224 | $229,356 | | Loss from Operations | $(39,479) | $(127,722) | $(111,751) | $(253,491) | | Total Other Income (Expense), net | $16,730 | $(3,451) | $8,458 | $(2,809) | | Net Loss | $(22,899) | $(130,607) | $(103,590) | $(256,321) | | Net Loss per Share (Basic & Diluted) | $(0.62) | $(4.32) | $(2.44) | $(8.76) | [Condensed Consolidated Statements of Preferred Stock and Stockholders' Deficit (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Preferred%20Stock%20and%20Stockholders'%20Deficit%20(Unaudited)) The company's stockholders' deficit increased, influenced by the net loss and a deemed dividend on new Series A preferred stock **Changes in Stockholders' Deficit (in thousands)** | Metric | Dec 31, 2024 | Jun 30, 2025 | Change | | :-------------------------------------- | :----------- | :----------- | :----- | | Series A Preferred Stock | $0 | $24,210 | $24,210 | | Additional Paid-in Capital | $2,204,814 | $2,257,171 | $52,357 | | Accumulated Deficit | $(2,112,835) | $(2,216,425) | $(103,590) | | Total Stockholders' Deficit | $(220,789) | $(272,179) | $(51,390) | - Issuance of Series A preferred stock, net of costs and discount, contributed **$29.4 million**[22](index=22&type=chunk)[25](index=25&type=chunk) - Deemed dividend on Series A preferred stock was **$7.6 million** for the six months ended June 30, 2025, impacting the calculation of net loss attributable to common stockholders[22](index=22&type=chunk)[25](index=25&type=chunk)[159](index=159&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) Net cash used in operations decreased significantly, while financing activities included proceeds from preferred stock and equity offerings offset by debt repurchases **Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands)** | Cash Flow Activity | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | Change | | :-------------------------- | :-------------------------- | :-------------------------- | :----- | | Net Cash Used in Operating Activities | $(97,954) | $(158,936) | $60,982 | | Net Cash Provided by Investing Activities | $41,417 | $35,511 | $5,906 | | Net Cash Provided by Financing Activities | $22,721 | $36,894 | $(14,173) | | Net Decrease in Cash, Cash Equivalents and Restricted Cash | $(33,816) | $(86,531) | $52,715 | | Ending Cash, Cash Equivalents and Restricted Cash | $50,906 | $54,093 | $(3,187) | - Cash used in operations decreased due to a lower net loss and non-cash adjustments including a **$22.1 million gain on extinguishment of debt** and a **$5.3 million change in fair value of derivatives**[28](index=28&type=chunk)[309](index=309&type=chunk) - Financing activities included **$31.4 million** from Series A Preferred Stock issuance and **$21.5 million** from the Equity Financing Program, partially offset by **$30.3 million** for 2026 Convertible Senior Notes repurchase[28](index=28&type=chunk)[311](index=311&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The notes provide detailed disclosures on accounting policies, financial statement components, debt, equity, and other material items providing context to the financial statements [Note 1. Organization and Description of Business](index=10&type=section&id=Note%201.%20Organization%20and%20Description%20of%20Business) Luminar specializes in LiDAR hardware and software for autonomous vehicles and retroactively adjusted share data for a 1-for-15 reverse stock split - Luminar specializes in advanced Light Detection and Ranging (LiDAR) hardware and software solutions for the world's safest and smartest vehicles[30](index=30&type=chunk) - A **1-for-15 reverse stock split** was effected in November 2024, with all prior share and per share data retroactively adjusted[31](index=31&type=chunk) [Note 2. Basis of Presentation and Summary of Significant Accounting Policies](index=10&type=section&id=Note%202.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) The company continues to incur operating losses and relies on financing programs, which are expected to provide sufficient liquidity for at least 12 months - The company has an accumulated deficit of **$2.2 billion** as of June 30, 2025, and expects to continue incurring operating losses due to investments in product and software development, customer relations, and manufacturing capabilities[34](index=34&type=chunk) **Liquidity Position (in thousands)** | Metric | Jun 30, 2025 | Dec 31, 2024 | | :---------------------- | :----------- | :----------- | | Cash and Cash Equivalents | $48,166 | $82,840 | | Marketable Securities | $59,465 | $99,827 | | Total Liquidity | $107,631 | $182,667 | - The company early adopted ASU 2024-04 as of January 1, 2025, recognizing a **$21.5 million gain on extinguishment of debt** related to the 2026 Convertible Senior Notes[46](index=46&type=chunk) - The company's business is organized into two operating segments: **Autonomy Solutions** (LiDAR sensors, NRE services, software) and **Advanced Technologies and Services (ATS)** (photonic components, sub-systems, ASICs, pixel-based sensors)[39](index=39&type=chunk)[40](index=40&type=chunk) [Note 3. Business Combinations and Acquisitions](index=12&type=section&id=Note%203.%20Business%20Combinations%20and%20Acquisitions) The acquisition of EM4 in March 2024 resulted in a gain due to the purchase price being lower than the fair value of net assets acquired - Acquired EM4, a designer and manufacturer of packaged photonic components, on March 18, 2024, for approximately **$4.2 million in cash** and up to **$6.75 million in contingent future payments**[50](index=50&type=chunk)[51](index=51&type=chunk) - Recognized a **$1.5 million gain** from the acquisition of EM4, as the consideration paid was lower than the estimated fair value of net assets acquired due to EM4's historical losses and program cancellations[52](index=52&type=chunk) [Note 4. Revenue](index=14&type=section&id=Note%204.%20Revenue) Total revenue decreased for the three and six-month periods, with varied performance between the Autonomy Solutions and ATS segments **Revenue Disaggregation (in thousands)** | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Revenue | $15,634 | $16,451 | $34,520 | $37,419 | | Autonomy Solutions Revenue | $10,305 | $9,981 | $24,062 | $26,301 | | ATS Revenue | $5,329 | $6,470 | $10,458 | $11,118 | | North America Revenue | $13,612 (87%) | $15,764 (96%) | $28,604 (83%) | $36,101 (97%) | | Recognized at a point in time | $11,967 (77%) | $15,808 (96%) | $24,939 (72%) | $31,112 (83%) | - For the three months ended June 30, 2025, Autonomy Solutions revenue increased by **$0.3 million (3%)** due to a $4.2 million increase in service revenue, offset by a $3.9 million decrease in product revenue[273](index=273&type=chunk) - Three customers (customer C, customer B, and customer A) accounted for **34%**, **22%**, and **10%** of the Company's accounts receivable as of June 30, 2025, respectively[42](index=42&type=chunk) [Note 5. Restructuring](index=15&type=section&id=Note%205.%20Restructuring) The company initiated a new restructuring plan in May 2025, resulting in further workforce reductions and severance costs - The 2025 Restructuring Plan, initiated in May 2025, resulted in the termination of **257 employees** by June 30, 2025[62](index=62&type=chunk) **Restructuring Charges (in thousands)** | Metric | 3 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2025 | | :-------------------------------------- | :-------------------------- | :-------------------------- | | Restructuring Costs (P&L) | $1,180 | $1,244 | | Severance Expense (Balance as of Dec 31, 2024) | N/A | $772 | | Restructuring Charges (Balance Sheet) | N/A | $1,244 | | Cash Payments | N/A | $(1,715) | | Balance Payable and Accrued Liabilities (Jun 30, 2025) | N/A | $258 | [Note 6. Investments](index=16&type=section&id=Note%206.%20Investments) The company's debt securities portfolio decreased significantly, while an impairment charge on an equity investment was followed by a gain on its repurchase **Debt Securities (in thousands)** | Type | Dec 31, 2024 Fair Value | Jun 30, 2025 Fair Value | Change | | :---------------- | :---------------------- | :---------------------- | :----- | | U.S. Treasury Securities | $10,955 | $15,363 | $4,408 | | Commercial Paper | $19,074 | $9,899 | $(9,175) | | Corporate Bonds | $81,357 | $37,431 | $(43,926) | | Total Debt Securities | $112,947 | $62,693 | $(50,254) | **Equity Investments (in thousands)** | Type | Dec 31, 2024 | Jun 30, 2025 | | :---------------------------- | :----------- | :----------- | | Money Market Funds | $17,730 | $18,451 | | Marketable Equity Investments | $3,165 | $3,075 | | Investment in Non-Marketable Securities (Forterra) | $10,000 | $10,000 | | Total Equity Investments | $30,895 | $31,526 | - An additional impairment charge of **$4.0 million** was recorded on the investment in Forterra in Q2 2024, and a **$2.9 million gain** was recognized from the repurchase of these units in May 2025[70](index=70&type=chunk)[72](index=72&type=chunk) [Note 7. Financial Statement Components](index=17&type=section&id=Note%207.%20Financial%20Statement%20Components) This note details changes in key balance sheet accounts, including a decrease in cash and equipment, an increase in inventory, and accelerated depreciation charges **Key Financial Components (in thousands)** | Metric | Dec 31, 2024 | Jun 30, 2025 | Change | | :------------------------------ | :----------- | :----------- | :----- | | Cash and Cash Equivalents | $82,840 | $48,166 | $(34,674) | | Inventory, net | $14,908 | $18,047 | $3,139 | | Property and Equipment, net | $52,281 | $46,643 | $(5,638) | | Intangible Assets, net | $15,556 | $13,493 | $(2,063) | | Accrued and Other Current Liabilities | $31,567 | $31,901 | $334 | - Inventory write-downs were **$3.4 million** for the six months ended June 30, 2025, primarily due to obsolescence from product design changes and lower of cost or market assessments[74](index=74&type=chunk) - Accelerated depreciation charges of **$0.3 million** for the six months ended June 30, 2025, resulted from a change in sourcing strategy for certain sub-assemblies and components[79](index=79&type=chunk) [Note 8. Debt](index=20&type=section&id=Note%208.%20Debt) Total debt decreased following exchange and repurchase transactions of convertible notes, resulting in a significant gain on debt extinguishment **Debt Carrying Amounts (in thousands)** | Debt Type | Dec 31, 2024 Net Carrying Amount | Jun 30, 2025 Net Carrying Amount | Change | | :------------------------ | :------------------------------- | :------------------------------- | :----- | | 2026 Convertible Senior Notes | $201,015 | $133,857 | $(67,158) | | Senior Notes | $95,499 | $95,946 | $447 | | 2030 Convertible Notes (Series 1) | $41,445 | $42,369 | $924 | | 2030 Convertible Notes (Series 2) | $153,147 | $153,486 | $339 | | Total Debt | $491,106 | $425,658 | $(65,448) | - For the six months ended June 30, 2025, the company recognized a **$21.5 million gain on debt extinguishment** from March and May 2025 exchange and repurchase transactions of 2026 Convertible Senior Notes[102](index=102&type=chunk) - The 2030 Convertible Notes have conversion options accounted for as bifurcated derivative liabilities, with a fair value of **$4.0 million** at June 30, 2025, and a **$5.3 million decrease in fair value** for the six months ended June 30, 2025[120](index=120&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) - The company has a **$50.0 million non-recourse Credit Facility**, which was undrawn as of June 30, 2025[133](index=133&type=chunk)[135](index=135&type=chunk) [Note 9. Fair Value Measurements](index=26&type=section&id=Note%209.%20Fair%20Value%20Measurements) The company details the fair value hierarchy for its financial instruments, with derivative liabilities classified as Level 3 and certain notes as Level 2 or 3 **Fair Value Measurements (in thousands)** | Asset/Liability (Jun 30, 2025) | Level 1 | Level 2 | Level 3 | Total Fair Value | | :----------------------------- | :------ | :------ | :------ | :--------------- | | Cash Equivalents | $19,750 | $5,004 | $0 | $24,754 | | Marketable Investments | $17,139 | $42,326 | $0 | $59,465 | | Derivative Liability | $0 | $0 | $(4,021) | $(4,021) | - The estimated fair value of the 2026 Convertible Senior Notes was **$85.1 million (Level 2)** at June 30, 2025[146](index=146&type=chunk) - The estimated fair value of the Senior Notes was **$98.9 million (Level 3)** and the 2030 Convertible Notes (excluding bifurcated derivative liabilities) was **$106.1 million (Level 3)** at June 30, 2025[147](index=147&type=chunk) [Note 10. Earnings (Loss) Per Share](index=28&type=section&id=Note%2010.%20Earnings%20(Loss)%20Per%20Share) Net loss per share improved significantly compared to the prior year, with the calculation including a deemed dividend on Series A preferred stock **Net Loss Per Share Attributable to Common Stockholders** | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Loss Attributable to Common Stockholders (in thousands) | $(30,501) | $(130,607) | $(111,192) | $(256,321) | | Weighted Average Shares Outstanding (Basic & Diluted) | 49,087,995 | 30,242,540 | 45,608,362 | 29,274,792 | | Net Loss Per Share (Basic & Diluted) | $(0.62) | $(4.32) | $(2.44) | $(8.76) | - A deemed dividend of **$7.6 million** on Series A preferred stock reduced earnings available to common stockholders for the six months ended June 30, 2025[150](index=150&type=chunk) - As of June 30, 2025, **26.9 million potential common shares** were excluded from diluted EPS calculation as their effect would have been antidilutive due to the net loss[152](index=152&type=chunk) [Note 11. Preferred Stock](index=29&type=section&id=Note%2011.%20Preferred%20Stock) The company issued Series A Preferred Stock in May 2025, raising capital and resulting in a deemed dividend due to its variable conversion feature - Issued 35,000 shares of newly designated Series A Convertible Preferred Stock in May 2025 for net proceeds of **$33.6 million**[153](index=153&type=chunk) - The Series A Preferred Stock is convertible into Class A common stock at a conversion price equal to the lesser of a fixed price of **$4.752** and **95% of the lowest VWAP** over five trading days, subject to a floor price of **$0.792**[159](index=159&type=chunk) - Holders converted 12,000 shares of Series A Preferred Stock into **4,087,889 shares of Class A common stock** by June 30, 2025[154](index=154&type=chunk) [Note 12. Stockholders' Equity](index=31&type=section&id=Note%2012.%20Stockholders'%20Equity) The company utilized its Equity Financing Program and a Stock-in-lieu of Cash Program to issue additional Class A common shares **Common Stock Outstanding (as of June 30, 2025)** | Class | Shares Issued | Shares Outstanding | | :---------- | :------------ | :----------------- | | Class A | 54,830,075 | 53,372,512 | | Class B | 4,872,578 | 4,872,578 | - The Equity Financing Program was expanded by an additional **$75.0 million** in March 2025, with **$187.4 million** available for sale as of June 30, 2025[179](index=179&type=chunk)[180](index=180&type=chunk) - Issued **6,247,076 shares** of Class A common stock under the Equity Financing Program for net proceeds of **$21.5 million** during the six months ended June 30, 2025[180](index=180&type=chunk) - Issued **1,000,000 shares** of Class A common stock to TPK Holding Co, Ltd under the Stock-in-lieu of Cash Program during the six months ended June 30, 2025[184](index=184&type=chunk) [Note 13. Stock-based Compensation](index=33&type=section&id=Note%2013.%20Stock-based%20Compensation) Stock-based compensation expense reversed significantly due to the forfeiture of awards related to the termination of the former CEO **Stock-based Compensation Expense (in thousands)** | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Stock-based Compensation Expense | $(20,657) | $38,491 | $(1,277) | $82,956 | | G&A Stock-based Compensation | $(28,908) | $16,846 | $(18,274) | $38,209 | - A **$34.7 million reversal** of share-based compensation expense was recorded in general and administrative expenses due to the termination of the former CEO during the six months ended June 30, 2025[197](index=197&type=chunk) - **1,922,492 time-based RSUs** were granted during the six months ended June 30, 2025[193](index=193&type=chunk) [Note 14. Income Taxes](index=35&type=section&id=Note%2014.%20Income%20Taxes) The company's effective tax rate differs from the statutory rate primarily due to its valuation allowance and taxes on foreign earnings **Income Tax Provision (in thousands)** | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Provision for (benefit from) Income Taxes | $150 | $(566) | $297 | $21 | | Effective Tax Rate | (0.7)% | 0.4% | (0.3)% | —% | - The effective tax rate differs significantly from the statutory tax rate of 21% primarily due to the company's **valuation allowance movement** and taxes on foreign earnings[199](index=199&type=chunk) [Note 15. Leases](index=36&type=section&id=Note%2015.%20Leases) Operating lease assets and liabilities decreased, with a significant loss recorded from the termination of a lease in Sunnyvale, California **Lease Information (in thousands)** | Metric | Dec 31, 2024 | Jun 30, 2025 | Change | | :-------------------------------------- | :----------- | :----------- | :----- | | Operating Lease Right-of-Use Assets | $31,479 | $20,127 | $(11,352) | | Operating Lease Liabilities, Current | $10,049 | $7,572 | $(2,477) | | Operating Lease Liabilities, Non-Current | $24,083 | $14,406 | $(9,677) | | Total Operating Lease Liabilities | $34,132 | $21,978 | $(12,154) | - Termination of a non-cancellable operating lease in Sunnyvale, California, in April 2025 resulted in an **$8.3 million loss on lease termination**[202](index=202&type=chunk) - Weighted average remaining lease term is **3.88 years** as of June 30, 2025, with a weighted average discount rate of **6.66%**[203](index=203&type=chunk)[204](index=204&type=chunk) [Note 16. Commitments and Contingencies](index=37&type=section&id=Note%2016.%20Commitments%20and%20Contingencies) The company has significant purchase obligations and is involved in several legal proceedings, which it intends to vigorously defend - Purchase obligations totaled **$93.7 million** as of June 30, 2025, primarily for inventory, R&D, and general and administrative activities[205](index=205&type=chunk) - The company is defending against multiple class action and shareholder derivative lawsuits, including **Johnson v. Luminar Technologies, Inc., et al.** and **Yskollari v. Luminar Technologies, Inc., et al.**, but does not expect a material adverse impact on financial results[207](index=207&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk) [Note 17. Segment and Customer Concentration Information](index=38&type=section&id=Note%2017.%20Segment%20and%20Customer%20Concentration%20Information) Operating losses for both the Autonomy Solutions and ATS segments decreased, while revenue concentration with key customers remains high **Segment Operating Loss (in thousands)** | Segment | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Autonomy Solutions | $(35,150) | $(118,949) | $(102,630) | $(243,967) | | ATS | $(4,329) | $(8,773) | $(9,121) | $(9,524) | - Autonomy Solutions operating loss decreased significantly due to reductions in personnel-related costs, stock-based compensation expense, purchased materials, and supplies expenses[288](index=288&type=chunk) - Two customers, customer A and customer B of the Autonomy Solutions segment, accounted for **38%** and **21%**, respectively, of the Company's revenue for the six months ended June 30, 2025[229](index=229&type=chunk) [Note 18. Subsequent Events](index=42&type=section&id=Note%2018.%20Subsequent%20Events) Subsequent to the quarter end, the company saw further preferred stock conversions and common stock issuances under its financing programs - In July 2025, holders of Series A Preferred Stock converted an additional 16,000 shares into **6,104,645 shares of Class A common stock**[233](index=233&type=chunk) - In July 2025, the company issued **2,345,520 shares of Class A common stock** under the Equity Financing Program for net proceeds of **$6.9 million**[234](index=234&type=chunk) - In July 2025, **1,600,000 shares of Class A common stock** were issued to TPK Holding Co, Ltd for services[235](index=235&type=chunk) - Preliminary analysis suggests the One, Big, Beautiful, Bill (OBBB) Act's impact on deferred taxes will not be significant due to the company's **valuation allowance**[230](index=230&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=44&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses financial results, strategic updates, liquidity management, and efforts to reduce operating losses while managing debt and securing capital [Overview](index=44&type=section&id=Overview) Luminar is a technology company developing advanced LiDAR hardware and software to enable vehicle safety and autonomy - Luminar specializes in advanced LiDAR hardware and software solutions to enable next-generation safety and autonomous capabilities for passenger and commercial vehicles[237](index=237&type=chunk) - The product portfolio includes proprietary LiDAR hardware, core semiconductor components, and in-development software capabilities such as perception and high-definition '3D' mapping[238](index=238&type=chunk) [Industrialization Update](index=44&type=section&id=Industrialization%20Update) The company is executing its industrialization plan, achieving Start of Production for Volvo and optimizing its manufacturing and supply chain processes - Achieved **Start of Production (SOP)** for Volvo Cars at the manufacturing facility in Mexico in 2024 and began shipping production LiDAR sensors for the Volvo EX90[240](index=240&type=chunk) - The transition to new suppliers for certain sub-assemblies and components has essentially been completed, as part of ongoing manufacturing and product design optimization[241](index=241&type=chunk) [Business Updates](index=44&type=section&id=Business%20Updates) The company is winding down non-core businesses, expanding OEM partnerships, and executing restructuring and financing activities to manage liquidity - Initiated the wind-down of data and insurance businesses, expecting a **$16.0 million reduction in total revenue** and a **$23.0 million reduction in operating expenses** on a full-year run-rate basis[242](index=242&type=chunk)[243](index=243&type=chunk) - LiDAR technology will be equipped in the new **Volvo ES90**, marking the second Volvo model to feature Luminar's technology, and a collaboration with **Caterpillar Inc.** for autonomous solutions was announced[244](index=244&type=chunk)[245](index=245&type=chunk) - Incurred **$11.0 million in total charges** associated with employee severance and related costs from the 2024 and 2025 restructuring plans[248](index=248&type=chunk) - Completed March and May 2025 exchange transactions and a repurchase transaction for 2026 Convertible Senior Notes, issuing Class A common stock and repurchasing notes for cash[249](index=249&type=chunk)[250](index=250&type=chunk) - Closed an initial offering for 35,000 shares of Series A Preferred Stock for **$33.6 million net proceeds** in May 2025[251](index=251&type=chunk) [Basis of Presentation](index=45&type=section&id=Basis%20of%20Presentation) The condensed consolidated financial statements include Luminar and its wholly-owned subsidiaries, with intercompany transactions eliminated - The condensed consolidated financial statements include the accounts of Luminar and its wholly-owned subsidiaries, with intercompany accounts and transactions eliminated[254](index=254&type=chunk) [Components of Results of Operations](index=46&type=section&id=Components%20of%20Results%20of%20Operations) The company's operations are divided into Autonomy Solutions and ATS segments, with significant ongoing investment in R&D for product and software development - The **Autonomy Solutions** segment designs, manufactures, and sells LiDAR sensors and provides non-recurring engineering (NRE) services and data licensing[256](index=256&type=chunk) - The **ATS** segment provides advanced semiconductors, components, and design/testing services to both Autonomy Solutions and third-party customers, including government agencies[257](index=257&type=chunk) - R&D costs are expensed as incurred and are expected to remain elevated due to continued investment in product roadmap and integrated software solutions[263](index=263&type=chunk)[265](index=265&type=chunk) - Gross loss is expected to temporarily increase as the company transitions from prototype to series production, with lower average selling prices, until cost reduction and efficiency measures are realized[262](index=262&type=chunk) [Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024](index=48&type=section&id=Results%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) The company's loss from operations improved significantly, driven by a 60% reduction in operating expenses due to lower R&D, S&M, and G&A costs **Key Financial Performance (in thousands)** | Metric | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :-------------------------- | :-------------------------- | :--------- | :--------- | | Total Revenue | $34,520 | $37,419 | $(2,899) | (8)% | | Gross Loss | $(20,527) | $(24,135) | $3,608 | (15)% | | Research and Development | $77,616 | $133,600 | $(55,984) | (42)% | | Sales and Marketing | $10,201 | $26,655 | $(16,454) | (62)% | | General and Administrative | $2,163 | $62,839 | $(60,676) | (97)% | | Total Operating Expenses | $91,224 | $229,356 | $(138,132) | (60)% | | Loss from Operations | $(111,751) | $(253,491) | $141,740 | (56)% | | Net Loss | $(103,590) | $(256,321) | $152,731 | (60)% | - Autonomy Solutions revenue decreased by **$2.2 million (9%)** for the six months ended June 30, 2025, primarily due to an $8.2 million decrease in product revenue, partially offset by a $6.0 million increase in service revenue[274](index=274&type=chunk) - Cost of sales decreased by **$6.5 million (11%)** for the six months ended June 30, 2025, due to cost reduction initiatives and decreased costs associated with a terminated Iris+ development contract[276](index=276&type=chunk) - General and administrative expenses decreased by **$60.7 million (97%)** for the six months ended June 30, 2025, largely due to a **$34.7 million stock-based compensation expense reversal** from the former CEO's termination and headcount reduction[283](index=283&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) The company relies on debt and equity financing to fund its operations and believes existing liquidity sources are sufficient for at least the next 12 months **Liquidity Position (in thousands)** | Metric | Jun 30, 2025 | | :---------------------- | :----------- | | Cash and Cash Equivalents | $48,166 | | Marketable Securities | $59,465 | | Total Liquidity | $107,631 | - Net cash used in operating activities was **$98.0 million** for the six months ended June 30, 2025[305](index=305&type=chunk) - The company relies on proceeds from debt and equity issuances, including the Equity Financing Program (with **$187.4 million available** as of June 30, 2025) and Series A Preferred Stock Financing, to fund operations and strategic initiatives[295](index=295&type=chunk)[297](index=297&type=chunk)[306](index=306&type=chunk) - Management believes existing liquidity sources will be sufficient for at least 12 months, contingent on continued access to the Equity Financing Program and Series A Preferred Stock Financing Program[306](index=306&type=chunk) [Cash Flow Summary](index=53&type=section&id=Cash%20Flow%20Summary) Cash used in operations decreased due to a lower net loss, while investing activities provided cash from marketable securities and financing activities provided cash from equity issuances **Cash Flow Summary (in thousands)** | Cash Flow Activity | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------------- | :-------------------------- | :-------------------------- | | Operating Activities | $(97,954) | $(158,936) | | Investing Activities | $41,417 | $35,511 | | Financing Activities | $22,721 | $36,894 | - Net cash used in operating activities decreased by **$60.9 million**, primarily due to a lower net loss and non-cash adjustments like debt extinguishment gains and derivative fair value changes[309](index=309&type=chunk) - Investing activities were primarily driven by **$80.8 million** of proceeds from maturities of marketable securities and **$14.5 million** from sales and redemptions of marketable securities[310](index=310&type=chunk) - Financing activities included **$31.4 million** from Series A Preferred Stock issuance and **$21.5 million** from the Equity Financing Program, partially offset by **$30.3 million** paid for the repurchase of 2026 Convertible Senior Notes[311](index=311&type=chunk) [Critical Accounting Policies and Estimates](index=53&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's critical accounting policies and estimates remained unchanged during the period - No significant changes to critical accounting policies and estimates occurred during the three and six months ended June 30, 2025[314](index=314&type=chunk) [Smaller Reporting Company Status](index=53&type=section&id=Smaller%20Reporting%20Company%20Status) Luminar qualifies as a smaller reporting company and utilizes reduced disclosure requirements - Luminar is a smaller reporting company and takes advantage of certain reduced disclosure requirements[315](index=315&type=chunk) [Recent Accounting Pronouncements](index=53&type=section&id=Recent%20Accounting%20Pronouncements) Details on recent accounting pronouncements are available in Note 2 of the financial statements - Information on recent accounting pronouncements is provided in Note 2 of the notes to condensed consolidated financial statements[316](index=316&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, Luminar is not required to provide these disclosures - As a smaller reporting company, Luminar is not required to provide quantitative and qualitative disclosures about market risk[317](index=317&type=chunk) [Item 4. Controls and Procedures.](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management evaluated and concluded that the company's disclosure controls and procedures were effective as of the end of the quarter - The effectiveness of disclosure controls and procedures was evaluated and concluded to be **effective** as of June 30, 2025[319](index=319&type=chunk) - There were **no material changes** in internal control over financial reporting during the quarter ended June 30, 2025[320](index=320&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings.](index=55&type=section&id=Item%201.%20Legal%20Proceedings.) Information regarding legal proceedings is provided in Note 16 of the financial statements - Information regarding legal proceedings is incorporated by reference from Note 16 to the condensed consolidated financial statements[323](index=323&type=chunk) [Item 1A. Risk Factors.](index=55&type=section&id=Item%201A.%20Risk%20Factors.) The company updates its risk factors, emphasizing dependence on external capital, potential for stockholder dilution, and the influence of its largest stockholder [Risk Factor Summary](index=55&type=section&id=Risk%20Factor%20Summary) The company's ability to access capital is a key risk, as unfavorable terms or substantial dilution to stockholders could result - A key risk factor is the company's ability to access sources of capital to pay indebtedness and finance operations and growth, which may not be available on favorable terms or without **substantial dilution** to stockholders[325](index=325&type=chunk) [Risks Related to Ownership of Our Class A Shares](index=55&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Class%20A%20Shares) Luminar's dependency on financing, potential for dilution from future issuances, and the significant voting power of its largest stockholder pose risks to shareholders - The company is dependent on proceeds from its Equity Financing Program, Series A Preferred Stock Financing, and debt financing to meet financial obligations and fund operations[326](index=326&type=chunk) - Any future equity securities or convertible/exchangeable securities issued may have rights, preferences, and privileges more favorable than Class A common stock and would **further dilute existing stockholders**[328](index=328&type=chunk) - Austin Russell, through his ownership of Class B common stock, controls approximately **47.7% of the voting power**, giving him significant influence over corporate actions[329](index=329&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued Class A common stock in exchange for convertible notes in an unregistered transaction - On May 22, 2025, the company issued **3,050,750 shares of Class A common stock** in exchange for **$6.2 million** aggregate principal amount of 2026 Convertible Senior Notes[330](index=330&type=chunk) - These exchange transactions were conducted pursuant to an exemption from registration under **Section 4(a)(2) of the Securities Act**[331](index=331&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=56&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) No defaults upon senior securities occurred during the reported period - There were no defaults upon senior securities[332](index=332&type=chunk) [Item 4. Mine Safety Disclosures.](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Mine Safety Disclosures are not applicable[333](index=333&type=chunk) [Item 5. Other Information.](index=56&type=section&id=Item%205.%20Other%20Information.) No officers or directors adopted or terminated Rule 10b5-1 trading arrangements during the quarter - None of the company's Section 16 officers or directors adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the fiscal quarter ended June 30, 2025[334](index=334&type=chunk) [Item 6. Exhibits.](index=57&type=section&id=Item%206.%20Exhibits.) This section lists the various exhibits filed with the Form 10-Q, including corporate governance documents and key agreements - The section lists various exhibits filed, including corporate governance documents (e.g., Certificate of Designations of Series A Preferred Stock), key agreements (e.g., Securities Purchase Agreement), and certifications[335](index=335&type=chunk)[337](index=337&type=chunk) Signatures [Report Signatures](index=58&type=section&id=Report%20Signatures) The report was duly signed by the Chief Executive Officer and Chief Financial Officer on behalf of the company - The report was signed on August 13, 2025, by **Paul Ricci, Chief Executive Officer**, and **Thomas J. Fennimore, Chief Financial Officer**[340](index=340&type=chunk)

Group 1 - The author has been active in the markets for several years, focusing primarily on long/short equities [1] - The author holds a Bachelor of Science Degree in Finance and Accounting, with a minor in History, and has experience managing investment portfolios [1] - The author has completed internships at a large bank and in managing a university endowment [1] Group 2 - The article emphasizes the importance of conducting due diligence before making any investment decisions [3] - It is advised that investors seek advice from brokers or financial advisers [3] - The article states that past performance is not indicative of future results, and no formal investment recommendations are provided [4]

Group 1 - A class action has been filed on behalf of investors who purchased Luminar Technologies, Inc. securities between March 20, 2025, and May 14, 2025 [1] - Luminar Technologies specializes in advanced LiDAR hardware and software solutions for vehicles [1] - Allegations include failure to disclose misconduct by President and CEO Russell, which posed a material risk to the company's operations and financial guidance [2] Group 2 - On May 14, 2025, Luminar announced Russell's resignation following an inquiry, leading to a stock price drop of $0.80 per share, or 16.80%, closing at $3.96 per share on May 15, 2025 [3] - Shareholders may be eligible to participate in the class action and can contact Robbins LLP for more information [4] - Robbins LLP has been dedicated to helping shareholders recover losses and improve corporate governance since 2002 [5]

Financial Data and Key Metrics Changes - Revenue for Q2 2025 was $15.6 million, in line with guidance, but represented a 5% year-over-year decline and a sequential decline due to lower production volume estimates and the wind down of non-core data contracts [21][14][22] - Gross loss for the quarter was $12.4 million on a GAAP basis and $10.8 million on a non-GAAP basis, which was worse than the guidance of negative $5 million to $10 million [23] - Operating expenses (OpEx) were $27 million on a GAAP basis and $47 million on a non-GAAP basis, with expectations to reduce non-GAAP OpEx to the low $30 million range by Q4 2025 [24][29] Business Line Data and Key Metrics Changes - The company shipped approximately 5,000 Iris sensors in Q2, down from 6,000 in Q1, primarily due to lower demand from Volvo [22] - The decision to exit non-core initiatives, including data and insurance businesses, is expected to reduce operating expenses by nearly $23 million annually starting in 2026 [11][29] Market Data and Key Metrics Changes - The automotive market is seeing a shift towards incorporating autonomous driving and advanced safety features, with Luminar working with leading OEMs like Volvo, Nissan, and Mercedes [5] - The company is focusing on commercial markets such as trucking, security, and defense, where unit economics are more attractive and autonomy is advancing quickly [7][8] Company Strategy and Development Direction - Luminar is aligning its strategy to focus on execution and operational discipline, aiming to strengthen its balance sheet and reduce cash burn [4][13] - The HALO platform is seen as key to broader LiDAR adoption, with ongoing development programs with OEM partners [7] - The company is transitioning production from Mexico to Thailand to improve unit economics and streamline operations [12] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that the widespread adoption of Level 3 and higher autonomy is progressing more slowly than expected, prompting a shift in focus to near-term revenue opportunities [7] - The company has revised its 2025 revenue guidance down to $67 million to $74 million, primarily due to lower sensor shipment expectations and the wind down of non-core contracts [27] Other Important Information - The company secured a $200 million convertible preferred facility to strengthen liquidity and extend its runway, with plans to reduce the outstanding balance of 2026 convertible notes to below $100 million by year-end [20][21] - The company expects to end fiscal year 2025 with $80 million to $100 million in cash and marketable securities, slightly below previous expectations [30] Q&A Session Summary Question: Size of opportunities in adjacent markets - Management indicated that the commercial markets are very large but did not provide specific sizes, stating that customer information will be shared in future calls [35] Question: Shipment of sensors at unfavorable economics - Management explained that lower than expected volumes have led to unfavorable sensor economics, with actions being taken to close the gap [38] Question: Revenue realization from commercial markets - Management confirmed that revenues are being realized today and expect growth in 2026, but did not provide specific forecasts [42] Question: Non-GAAP OpEx funding adjacent opportunities - Management stated that the investments in adjacent opportunities are consistent with the OpEx target mentioned [43] Question: Focus on ADAS vs. robotaxis in the automotive market - Management clarified that while Luminar is focused on higher levels of autonomy within passenger vehicles, the timing of progression is uncertain, leading to a focus on other market opportunities [45] Question: Downside revision to full year revenue guidance - Management explained that about two-thirds of the $15 million reduction in guidance is related to lower sensor shipments, with the remainder attributed to the wind down of the non-core data contract [49] Question: Update on partnership with Mercedes Benz - Management confirmed a development agreement with Mercedes and expressed hope to convert it into a production agreement based on milestone achievements [52]

Financial Performance - Q2'25 revenue was $156 million, a 17% decrease QoQ and a 5% decrease YoY[15] - GAAP gross loss was $(124) million, while non-GAAP gross loss was $(108) million[16] - Q2'25 GAAP operating expenses were $271 million, and non-GAAP operating expenses were $470 million, including ~$4M in one-time items[16, 11] - Cash and marketable securities stood at $1076 million, excluding undrawn credit facility, equity finance program, and convertible preferred facility[17] - Free Cash Flow (FCF) was $(538) million, compared to $(443) million in Q1'25[19] Debt Management - $50 million of 2026 convertible notes were repurchased via cash & equity[8] - $135 million face amount of 2026 convertible debt remains outstanding as of August 2025, reduced from $625 million in August 2024[8, 13, 14] - The company aims to reduce 2026 convertible debt to below $100 million by year-end 2025[14] Revised Guidance - FY'25 revenue guidance lowered to $67 million to $74 million, based on sensor shipment of 20k to 23K units, down from prior outlook of 30k-33k units[20] - Non-GAAP gross loss is expected to be in the range of $(5) million to $(10) million per quarter through FY'25[20] - Non-GAAP quarterly operating expenses are expected to improve to the low-$30 million range by year-end 2025[20] - The company expects to end FY'25 with $80 million to $100 million in cash and marketable securities[21]

Core Insights - Luminar Technologies reported a second-quarter adjusted loss of $1.49 per share, missing the Street estimate of $1.18 [1] - Quarterly revenue was $15.63 million, falling short of the consensus estimate of $17.27 million [1] Financial Performance - Revenue for the second quarter was $15.6 million, down 5% year-over-year and 17% quarter-over-quarter [6] - Gross loss for the second quarter was $10.8 million on a non-GAAP basis [6] - Non-GAAP net loss for the second quarter was $73.1 million, equating to $1.49 per share [6] - Operating expenses for the second quarter were $47 million on a non-GAAP basis [6] - Cash and marketable securities at the end of the second quarter totaled $107.6 million [6] Strategic Actions - The CEO stated that the company is taking decisive steps to fulfill customer commitments and focus on near-term revenue and profit opportunities beyond automotive markets [3] - The company is streamlining operations by exiting non-core areas and concentrating on key operational milestones [4] Outlook - Luminar has lowered its full-year sales guidance from a previous range of $82.93 million to $90.47 million to a new range of $67 million to $74 million, compared to the analyst estimate of $86.32 million [4]

[Q2 2025 Earnings Overview](index=1&type=section&id=Q2%202025%20Earnings%20Overview) [Company Highlights and Strategic Focus](index=1&type=section&id=Company%20Highlights%20and%20Strategic%20Focus) Luminar advanced key auto milestones, streamlined operations, and exited non-core businesses to focus on Halo - Luminar advanced key auto customer milestones in Q2 and is pursuing growth opportunities in commercial markets[2](index=2&type=chunk) - The company is exiting non-core data and insurance businesses to drive cost reductions and operational discipline[2](index=2&type=chunk)[3](index=3&type=chunk) - CEO Paul Ricci emphasized delivering on customer commitments, advancing Halo as the foundation, and sharpening focus on near-term revenue and profit opportunities beyond automotive[3](index=3&type=chunk) [About Luminar](index=2&type=section&id=About%20Luminar) Luminar develops proprietary LiDAR hardware and software for automotive, commercial, and defense sectors - Luminar is a global technology company advancing safety, security, and autonomy across automotive, commercial, and defense sectors[13](index=13&type=chunk) - The company develops proprietary LiDAR hardware, software, semiconductor, and photonics technologies in-house to meet demanding performance and scalability requirements[13](index=13&type=chunk) - With series production underway and commercial traction, Luminar is positioned to deliver next-generation advanced, mission-critical LiDAR and photonics solutions[13](index=13&type=chunk) [Q2 2025 Financial Performance](index=1&type=section&id=Q2%202025%20Financial%20Performance) [Key Q2 2025 Financials](index=1&type=section&id=Key%20Q2%202025%20Financials) Q2 2025 revenue was $15.6 million (down 5% YoY), GAAP net loss $(30.5) million, and $107.6 million cash Q2 2025 Key Financials | Metric | Q2 2025 (Millions) | Change YoY (vs Q2'24) | Change QoQ (vs Q1'25) | | :-------------------------- | :----------------- | :-------------------- | :-------------------- | | Revenue | $15.6 | -5% | -17% | | GAAP Gross Loss | $(12.4) | N/A | N/A | | Non-GAAP Gross Loss | $(10.8) | N/A | N/A | | GAAP Net Loss | $(30.5) | N/A | N/A | | GAAP Net Loss per Share | $(0.62) | N/A | N/A | | Non-GAAP Net Loss | $(73.1) | N/A | N/A | | Non-GAAP Net Loss per Share | $(1.49) | N/A | N/A | | GAAP Operating Expenses | $(27.1) | N/A | N/A | | Non-GAAP Operating Expenses | $47.0 | N/A | N/A | | Cash & Marketable Securities (End of Q2'25) | $107.6 | N/A | N/A | - Q2 Revenue was **$15.6 million**, down **5%** compared to Q2'24, and **17%** compared to Q1'25, consistent with guidance for revenue to be lower QoQ[8](index=8&type=chunk) - Ended Q2'25 with **$107.6 million** in Cash & Marketable Securities, excluding an undrawn **$50 million** line of credit, **$180 million** remaining under the equity financing program, and **$165 million** of convertible preferred facility[8](index=8&type=chunk) [Business Milestones and Outlook](index=1&type=section&id=Business%20Milestones%20and%20Outlook) [Operational Milestones](index=1&type=section&id=Operational%20Milestones) Luminar outlined Halo milestones: ASIC tape-out, Thailand production by Q4'25, prototype Q1'26, B-sample Q2'26 - ASIC tape-out for Halo is expected by the end of **Q4'25**[8](index=8&type=chunk) - High-volume production line in Thailand is expected to be live by the end of **Q4'25**[8](index=8&type=chunk) - Low-volume Halo prototype line launch is planned by the end of **Q1'26**, with Halo B-sample delivery by the end of **Q2'26**[8](index=8&type=chunk) [Revised FY 2025 Financial Guidance](index=1&type=section&id=Revised%20FY%202025%20Financial%20Guidance) Luminar revised FY25 guidance, reducing sensor shipments and total revenue forecasts, with non-GAAP losses consistent - Luminar is revising elements of its FY 2025 financial guidance to reflect updated expectations of vehicle production ramps in 2H'25 and the winding down of non-core business, including a data contract and insurance initiative[6](index=6&type=chunk) Revised FY 2025 Financial Guidance | Metric | Previous Guidance | Revised Guidance | Change | | :------------------------------------ | :---------------- | :--------------- | :----- | | Sensor Shipments | 30 thousands to 33 thousands | 20 thousands to 23 thousands | Down | | Total Revenue | $82 million to $90 million (implied) | $67 million to $74 million | Down | | Non-GAAP Gross Loss (per quarter, average) | $(5) million to $(10) million | $(5) million to $(10) million (likely towards higher-end) | Unchanged | | Non-GAAP Quarterly Operating Expenses (by YE'25) | Low ~$30 million range | Low ~$30 million range | Unchanged | | YE'25 Cash & Marketable Securities | > $100 million (excluding LOC) | $80 million to $100 million (excluding LOC) | Down | [Q3 2025 Revenue Expectation](index=1&type=section&id=Q3%202025%20Revenue%20Expectation) Luminar anticipates Q3 2025 revenue to be in the range of $17 million to $19 million Q3 2025 Revenue Expectation | Metric | Q3 2025 Expectation | | :----- | :------------------ | | Revenue | $17 million to $19 million | [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets $265.5 million (down), liabilities $513.5 million (down), stockholders' deficit $(272.2) million (up) Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :------------------------ | :---------------- | | **ASSETS** | | | | Total current assets | $167,328 | $245,227 | | Total assets | $265,487 | $365,213 | | **LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' DEFICIT** | | | | Total current liabilities | $69,187 | $60,588 | | Debt | $429,679 | $500,516 | | Total liabilities | $513,456 | $586,002 | | Total stockholders' deficit | $(272,179) | $(220,789) | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 revenue was $15.6 million (down YoY), with GAAP gross loss $(12.4) million and net loss $(30.5) million Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Total revenue | $15,634 | $16,451 | $34,520 | $37,419 | | Total cost of sales | $28,061 | $30,131 | $55,047 | $61,554 | | Gross loss | $(12,427) | $(13,680) | $(20,527) | $(24,135) | | Total operating expenses | $27,052 | $114,042 | $91,224 | $229,356 | | Loss from operations | $(39,479) | $(127,722) | $(111,751) | $(253,491) | | Net loss attributable to common stockholders | $(30,501) | $(130,607) | $(111,192) | $(256,321) | | Basic and diluted net loss per share | $(0.62) | $(4.32) | $(2.44) | $(8.76) | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities decreased to $(97.9) million, with investing activities providing $41.4 million Condensed Consolidated Statements of Cash Flows (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Net cash used in operating activities | $(97,954) | $(158,936) | | Net cash provided by investing activities | $41,417 | $35,511 | | Net cash provided by financing activities | $22,721 | $36,894 | | Net decrease in cash, cash equivalents and restricted cash | $(33,816) | $(86,531) | | Ending cash, cash equivalents and restricted cash | $50,906 | $54,093 | [Non-GAAP Reconciliations](index=2&type=section&id=Non-GAAP%20Reconciliations) [Non-GAAP Financial Measures Disclosure](index=2&type=section&id=Non-GAAP%20Financial%20Measures%20Disclosure) Non-GAAP measures enhance comparability but are not GAAP alternatives; forward-looking reconciliation is unavailable - Non-GAAP measures are used to enhance investors' and analysts' ability to meaningfully compare results from period to period and to forward-looking guidance, and to identify operating trends[10](index=10&type=chunk) - These non-GAAP measures are not in accordance with, or an alternative for, GAAP, and should not be considered in isolation or as a substitute for GAAP financial information[10](index=10&type=chunk) - A forward-looking reconciliation of non-GAAP gross loss and non-GAAP operating expenses for fiscal 2025 is not available due to the inability to present various reconciling cash and non-cash items without unreasonable effort, particularly stock-based compensation expense[11](index=11&type=chunk) [Reconciliation of GAAP Cost of Sales to Non-GAAP Cost of Sales](index=6&type=section&id=Reconciliation%20of%20GAAP%20Cost%20of%20Sales%20to%20Non-GAAP%20Cost%20of%20Sales) GAAP cost of sales was $28.1 million, adjusted to non-GAAP cost of sales of $26.4 million after various adjustments Reconciliation of GAAP Cost of Sales to Non-GAAP Cost of Sales (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | GAAP cost of sales | $28,061 | $30,131 | $55,047 | $61,554 | | Stock-based compensation | $(1,361) | $(298) | $(2,652) | $(3,693) | | Amortization of intangible assets | $(165) | $(166) | $(394) | $(332) | | Accelerated depreciation | $(143) | $(1,295) | $(286) | $(3,430) | | Non-GAAP cost of sales | $26,392 | $28,372 | $51,715 | $54,099 | [Reconciliation of GAAP Gross Loss to Non-GAAP Gross Loss](index=6&type=section&id=Reconciliation%20of%20GAAP%20Gross%20Loss%20to%20Non-GAAP%20Gross%20Loss) Q2 2025 GAAP gross loss was $(12.4) million, adjusted to non-GAAP gross loss of $(10.8) million after add-backs Reconciliation of GAAP Gross Loss to Non-GAAP Gross Loss (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | GAAP gross loss | $(12,427) | $(13,680) | $(20,527) | $(24,135) | | Stock-based compensation | $1,361 | $298 | $2,652 | $3,693 | | Amortization of intangible assets | $165 | $166 | $394 | $332 | | Accelerated depreciation | $143 | $1,295 | $286 | $3,430 | | Non-GAAP gross loss | $(10,758) | $(11,921) | $(17,195) | $(16,680) | [Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses](index=6&type=section&id=Reconciliation%20of%20GAAP%20Operating%20Expenses%20to%20Non-GAAP%20Operating%20Expenses) Q2 2025 GAAP operating expenses were $27.1 million, adjusted to non-GAAP operating expenses of $47.0 million Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | GAAP operating expenses | $27,052 | $114,042 | $91,224 | $229,356 | | Stock-based compensation | $22,007 | $(36,781) | $3,870 | $(77,851) | | Impairment of investments | — | $(4,000) | — | $(4,000) | | Restructuring costs | $(1,180) | $(6,262) | $(1,244) | $(6,262) | | Amortization of intangible assets | $(866) | $(834) | $(1,669) | $(1,668) | | Non-GAAP operating expenses | $47,013 | $66,164 | $92,181 | $139,343 | [Reconciliation of GAAP Net Loss to Non-GAAP Net Loss](index=7&type=section&id=Reconciliation%20of%20GAAP%20Net%20Loss%20to%20Non-GAAP%20Net%20Loss) Q2 2025 GAAP net loss was $(30.5) million, adjusted to non-GAAP net loss of $(73.1) million after adjustments Reconciliation of GAAP Net Loss to Non-GAAP Net Loss (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | GAAP net loss attributable to common stockholders | $(30,501) | $(130,607) | $(111,192) | $(256,321) | | Stock-based compensation, excluding restructuring | $(20,646) | $37,079 | $(1,218) | $81,544 | | Amortization of intangible assets | $1,031 | $1,000 | $2,063 | $2,000 | | Gain on extinguishment of debt | $(15,281) | — | $(22,056) | — | | Change in the fair value of derivative liabilities | $(8,991) | — | $(5,320) | — | | Non-GAAP net loss attributable to common stockholders | $(73,065) | $(81,133) | $(136,145) | $(161,590) | | Non-GAAP net loss per share attributable to common stockholders | $(1.49) | $(2.68) | $(2.99) | $(5.52) | [Reconciliation of GAAP Operating Cash Flow to Non-GAAP Free Cash Flow](index=8&type=section&id=Reconciliation%20of%20GAAP%20Operating%20Cash%20Flow%20to%20Non-GAAP%20Free%20Cash%20Flow) Q2 2025 GAAP operating cash flow was $(53.7) million, adjusted to non-GAAP free cash flow of $(53.8) million Reconciliation of GAAP Operating Cash Flow to Non-GAAP Free Cash Flow (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | GAAP operating cash flow | $(53,725) | $(77,707) | $(97,954) | $(158,936) | | Purchases of property and equipment | $(111) | $(302) | $(226) | $(1,586) | | Non-GAAP free cash flow | $(53,836) | $(78,009) | $(98,180) | $(160,522) | [Summary of Stock-Based Compensation and Intangibles Amortization](index=8&type=section&id=Summary%20of%20Stock-Based%20Compensation%20and%20Intangibles%20Amortization) Q2 2025 total stock-based compensation was $(20.7) million and intangibles amortization was $1.0 million Summary of Stock-Based Compensation and Intangibles Amortization (in thousands) | Category | Three Months Ended June 30, 2025 (Stock-Based Compensation) | Three Months Ended June 30, 2025 (Intangibles Amortization) | Six Months Ended June 30, 2025 (Stock-Based Compensation) | Six Months Ended June 30, 2025 (Intangibles Amortization) | | :-------------------------- | :---------------------------------------------------------- | :---------------------------------------------------------- | :---------------------------------------------------------- | :---------------------------------------------------------- | | Cost of Sales | $1,361 | $165 | $2,652 | $394 | | Research and development | $4,792 | $600 | $11,129 | $1,199 | | Sales and marketing | $2,109 | $266 | $3,275 | $470 | | General and administrative | $(28,908) | — | $(18,274) | — | | Restructuring costs | $(11) | — | $(59) | — | | **Total** | **$(20,657)** | **$1,031** | **$(1,277)** | **$2,063** | [Additional Information](index=1&type=section&id=Additional%20Information) [Webcast Details](index=1&type=section&id=Webcast%20Details) Luminar hosted a webcast on August 12, 2025, discussing Q2 financials and business updates, with a recording available - A webcast featuring second quarter 2025 financials, business update, and live Q&A was held on **August 12, 2025, at 5:00 p.m. EDT**[8](index=8&type=chunk) - The webcast was available live on Luminar's Investor site at https://www.luminartech.com/quarterlyreview, with a recording available following its conclusion[8](index=8&type=chunk)[9](index=9&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) Press release contains forward-looking statements for 2025 outlook, liquidity, and Halo development, subject to risks - The press release contains forward-looking statements regarding the outlook for **2025**, including revenue, liquidity resources, sensor shipments, gross loss, operating expense, and expectations for Luminar Halo[12](index=12&type=chunk) - These statements are based on management expectations and assumptions and involve risks, uncertainties, and other factors that could cause actual results to differ materially[12](index=12&type=chunk) - Luminar assumes no obligation to update any forward-looking statements, which speak only as of the date they are made[12](index=12&type=chunk) [Contact Information](index=9&type=section&id=Contact%20Information) Contact information for Luminar's Investor Relations and Media Relations departments is provided - Investor Relations contact: **Yarden Amsalem** at Investors@luminartech.com[31](index=31&type=chunk) - Media Relations contact: **Milin Mehta** at Press@luminartech.com[31](index=31&type=chunk)

Core Viewpoint - Rosen Law Firm is reminding investors who purchased Luminar Technologies, Inc. securities during the specified class period of the upcoming lead plaintiff deadline for a class action lawsuit [1][3]. Group 1: Class Action Details - Investors who purchased Luminar securities between March 20, 2025, and May 14, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - A class action lawsuit has already been filed, and interested parties must move the Court to serve as lead plaintiff by September 22, 2025 [3]. - The Rosen Law Firm emphasizes the importance of selecting qualified counsel with a successful track record in securities class actions [4]. Group 2: Case Allegations - The lawsuit alleges that Luminar's executives made false and misleading statements and failed to disclose critical information regarding the conduct of Austin Russell, the company's President, CEO, and Chairman [5]. - It is claimed that Russell's undisclosed conduct posed a material risk to his position and, consequently, to Luminar's business operations and competitive standing [5]. - The lawsuit asserts that Luminar lacked a reasonable basis for its financial guidance due to these undisclosed risks, leading to materially false public statements [5].

Core Viewpoint - Rosen Law Firm is reminding investors who purchased Luminar Technologies, Inc. securities during the specified Class Period of the upcoming lead plaintiff deadline on September 22, 2025 [1]. Group 1: Class Action Details - Investors who purchased Luminar securities between March 20, 2025, and May 14, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - A class action lawsuit has already been filed, and interested parties can join by contacting the law firm or visiting their website [3][6]. - The lawsuit claims that Luminar's executives made false and misleading statements, which led to investor damages when the truth was revealed [5]. Group 2: Legal Representation - The Rosen Law Firm emphasizes the importance of selecting qualified legal counsel with a proven track record in securities class actions, highlighting their own success in recovering significant amounts for investors [4]. - The firm has been recognized for its achievements in securities class action settlements, including a notable settlement of over $438 million in 2019 [4]. Group 3: Case Specifics - The lawsuit alleges that Luminar's President, CEO, and Chairman, Austin Russell, was involved in undisclosed conduct that posed risks to his position and the company's business operations [5]. - The negative implications of Russell's potential departure could adversely affect Luminar's competitive standing, R&D management, and customer relationships [5].