aur-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 001-40216

____________________________

Aurora Innovation, Inc.

(Exact name of registrant as specified in its charter)

____________________________


Delaware						98-1562265
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1654 Smallman St., Pittsburgh, PA						15222
(Address of Principal Executive Offices)						(Zip Code)

(888) 583-9506

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	AUR	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	AUROW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had outstanding 705,013,508 shares of Class A common stock and 432,132,864 shares of Class B common stock as of May 6, 2022.

Table of Contents

TABLE OF CONTENTS


		Page
Part I - Financial Information
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25

Part II - Other Information
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	57
Item 5.	Other Information	57
Item 6.	Exhibits	57
Signatures		58

Table of Contents

Part I - Financial Information

Item 1. Financial Statements

AURORA INNOVATION, INC.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)


	March 31, 2022		December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	504,313	$	1,610,135
Restricted cash	280		280
Short-term investments	964,416		—
Contract asset	27,036		32,538
Related party receivable	—		10,726
Prepaid expenses and other current assets	22,863		23,765
Total current assets	1,518,908		1,677,444
Property and equipment, net	95,984		93,517
Operating lease right-of-use assets	150,624		151,278
Restricted cash, long-term	16,100		15,832
Other assets	20,456		21,050
Acquisition related intangible assets	618,149		617,200
Goodwill	1,113,766		1,113,766
Total assets	$	3,533,987	$	3,690,087
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	4,303	$	7,901
Related party payable	1,369		540
Accrued expenses and other current liabilities	31,210		70,006
Operating lease liabilities, current	12,134		12,274
Total current liabilities	49,016		90,721
Operating lease liabilities, long-term	133,251		134,551
Deferred tax liability	3,905		3,905
Warrant liability	31,255		65,678
Earnout shares liability	20,993		52,380
Other long-term liabilities	1,064		1,150
Total liabilities	239,484		348,385
Commitments and contingencies
Stockholders’ Equity
Common stock - Class A shares, $0.00001 par value, 646,473,579 and 641,721,837 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively; Class B shares, $0.00001 par value, 481,107,977 and 481,107,977 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	11		11
Additional paid-in capital	4,464,191		4,432,907
Accumulated other comprehensive loss	(1,675)		—
Accumulated deficit	(1,168,024)		(1,091,216)
Total stockholders’ equity	3,294,503		3,341,702
Total liabilities and stockholders’ equity	$	3,533,987	$	3,690,087

See accompanying notes to unaudited condensed consolidated financial statements

Table of Contents

AURORA INNOVATION, INC.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended March 31,
	2022		2021
Collaboration revenue	$	41,998	$	—
Operating expenses
Research and development	154,090		159,109
Selling, general and administrative	31,052		32,680
Total operating expenses	185,142		191,789
Loss from operations	(143,144)		(191,789)
Other income (expense)
Interest and other income	581		570
Change in fair value of derivative liabilities	65,810		—
Other expense	(53)		(44)
Loss before income taxes	(76,806)		(191,263)
Income tax expense (benefit)	2		(2,644)
Net loss	$	(76,808)	$	(188,619)

Basic and diluted net loss per share - Class A and Class B	$	(0.07)	$	(0.39)
Basic and diluted weighted-average shares outstanding - Class A and Class B	1,126,147,810		483,555,367

See accompanying notes to unaudited condensed consolidated financial statements

Table of Contents

AURORA INNOVATION, INC.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2022		2021
Net loss	$	(76,808)	$	(188,619)
Other comprehensive loss
Unrealized loss on investments	(1,675)		—
Other comprehensive loss	(1,675)		—
Comprehensive loss	$	(78,483)	$	(188,619)

See accompanying notes to unaudited condensed consolidated financial statements

Table of Contents

AURORA INNOVATION, INC.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity

(in thousands, except share data)

(unaudited)

SEC Form 10-Q filed by Aurora Innovation Inc.