Aurora Innovation Inc.

10/31/2024 | Press release | Distributed by Public on 10/31/2024 04:01

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

aur-20240930
Table of Contents
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 September 30, 2024
OR
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, Pennsylvania
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 $0.00001 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. YesxNo o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). YesxNo 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.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Emerging growth company
o
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 oNo x
The registrant had outstanding 1,351,555,176 shares of Class A common stock and 366,869,709 shares of Class B common stock as of October 23, 2024.
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
16
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
22
Item 4.
Controls and Procedures
23
Part II - Other Information
Item 1.
Legal Proceedings
24
Item 1A.
Risk Factors
24
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
24
Item 3.
Defaults Upon Senior Securities
24
Item 4.
Mine Safety Disclosures
24
Item 5.
Other Information
24
Item 6.
Exhibits
25
Signatures
26
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "might," "possible," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report include statements about:
•our ability to commercialize the Aurora Driver safely, quickly, and broadly on the timeline we expect;
•the market for autonomous vehicles and our market position;
•our ability to compete effectively with existing and new competitors;
•the ability to maintain the listing of our Class A common stock and warrants on Nasdaq;
•our ability to raise financing in the future;
•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;
•our ability to effectively manage our growth and future expenses;
•the sufficiency of our cash and cash equivalents to meet our operating requirements;
•our success in retaining or recruiting, or changes required in, our officers, key employees or directors;
•the impact of the regulatory environment and complexities with compliance related to such environment;
•our ability to successfully collaborate with business partners;
•our ability to obtain, maintain, protect and enforce our intellectual property;
•economic and industry trends or trend analysis;
•the impact of infectious diseases, health epidemics and pandemics, natural disasters, war (including Russia's actions in Ukraine and the Israel-Hamas war), acts of terrorism or responses to these events; and
•other factors detailed under the section entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and this Quarterly Report.
We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and elsewhere in this Quarterly Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
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Part I - Financial Information
Item 1. Financial Statements
Aurora Innovation, Inc.
Condensed Consolidated Balance Sheets (unaudited)
(in millions)
September 30,
2024 		December 31,
2023
Assets
Current assets:
Cash and cash equivalents
$ 263 $ 501
Short-term investments 985 699
Other current assets
27 17
Total current assets
1,275 1,217
Property and equipment, net
102 94
Operating lease right-of-use assets
124 122
Acquisition related intangible assets
617 617
Long-term investments
104 148
Other assets 43 37
Total assets
$ 2,265 $ 2,235
Liabilities and Stockholders' Equity
Current liabilities:
Operating lease liabilities, current
$ 15 $ 15
Other current liabilities
78 96
Total current liabilities
93 111
Operating lease liabilities, long-term
109 107
Derivative liabilities
39 24
Other liabilities
6 8
Total liabilities
247 250
Commitments and contingencies
Stockholders' equity:
Common stock - $0.00001 par value, 51,000 shares authorized,
1,713 and 1,529 shares issued and outstanding, respectively
- -
Additional paid-in capital
6,181 5,594
Accumulated other comprehensive income
2 1
Accumulated deficit
(4,165) (3,610)
Total stockholders' equity
2,018 1,985
Total liabilities and stockholders' equity
$ 2,265 $ 2,235
See accompanying notes to the condensed consolidated financial statements (unaudited)
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Aurora Innovation, Inc.
Condensed Consolidated Statements of Operations (unaudited)
(in millions, except per share data)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
Operating expenses:
Research and development
$ 169 $ 182 $ 505 $ 546
Selling, general and administrative
27 30 82 91
Total operating expenses
196 212 587 637
Loss from operations
(196) (212) (587) (637)
Other income (expense):
Change in fair value of derivative liabilities (28) 5 (15) (7)
Other income, net
16 17 47 40
Loss before income taxes
(208) (190) (555) (604)
Income tax expense
- - - -
Net loss
$ (208) $ (190) $ (555) $ (604)
Basic and diluted net loss per share
$ (0.13) $ (0.13) $ (0.35) $ (0.48)
Basic and diluted weighted-average shares outstanding
1,657 1,432 1,582 1,261
See accompanying notes to the condensed consolidated financial statements (unaudited)
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Aurora Innovation, Inc.
Condensed Consolidated Statements of Comprehensive Loss (unaudited)
(in millions)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
Net loss
$ (208) $ (190) $ (555) $ (604)
Other comprehensive income:
Unrealized gain on investments
3 1 1 2
Other comprehensive income
3 1 1 2
Comprehensive loss
$ (205) $ (189) $ (554) $ (602)
See accompanying notes to the condensed consolidated financial statements (unaudited)
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Aurora Innovation, Inc.
Condensed Consolidated Statements of Stockholders' Equity (unaudited)
(in millions)
Common stock
Additional
paid-in capital
Accumulated
other
comprehensive
(loss) income
Accumulated
deficit 		Total
stockholders'
equity
Shares Amount
Balance as of June 30, 2023
1,184 $ - $ 4,679 $ (1) $ (3,228) $ 1,450
Equity issued under incentive compensation plans 24 - 4 - - 4
Issuance of common stock in private placement, net of issuance costs
222 - 584 - - 584
Issuance of common stock in public offering, net of issuance costs
84 - 244 - - 244
Stock-based compensation
- - 41 - - 41
Comprehensive income (loss)
- - - 1 (190) (189)
Balance as of September 30, 2023
1,514 $ - $ 5,552 $ - $ (3,418) $ 2,134
Balance as of June 30, 2024
1,563 $ - $ 5,675 $ (1) $ (3,957) $ 1,717
Equity issued under incentive compensation plans 16 - 5 - - 5
Issuance of common stock in public offering, net of issuance costs
134 - 466 - - 466
Stock-based compensation - - 35 - - 35
Comprehensive income (loss)
- - - 3 (208) (205)
Balance as of September 30, 2024
1,713 $ - $ 6,181 $ 2 $ (4,165) $ 2,018
See accompanying notes to the condensed consolidated financial statements (unaudited)
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Aurora Innovation, Inc.
Condensed Consolidated Statements of Stockholders' Equity (unaudited)
(in millions)
Common stock
Additional
paid-in capital
Accumulated
other
comprehensive
(loss) income
Accumulated
deficit 		Total
stockholders'
equity
Shares Amount
Balance as of December 31, 2022
1,166 $ - $ 4,600 $ (2) $ (2,814) $ 1,784
Equity issued under incentive compensation plans 42 - 1 - - 1
Issuance of common stock in private placement, net of issuance costs
222 - 584 - - 584
Issuance of common stock in public offering, net of issuance costs
84 - 244 - - 244
Stock-based compensation
- - 123 - - 123
Comprehensive income (loss)
- - - 2 (604) (602)
Balance as of September 30, 2023
1,514 $ - $ 5,552 $ - $ (3,418) $ 2,134
Balance as of December 31, 2023
1,529 $ - $ 5,594 $ 1 $ (3,610) $ 1,985
Equity issued under incentive compensation plans 50 - 12 - - 12
Issuance of common stock in public offering, net of issuance costs
134 - 466 - - 466
Stock-based compensation - - 109 - - 109
Comprehensive income (loss)
- - - 1 (555) (554)
Balance as of September 30, 2024
1,713 $ - $ 6,181 $ 2 $ (4,165) $ 2,018
See accompanying notes to the condensed consolidated financial statements (unaudited)
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Aurora Innovation, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(in millions)
Nine Months Ended
September 30,
2024 2023
Cash flows from operating activities
Net loss
$ (555) $ (604)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
15 15
Reduction in the carrying amount of right-of-use assets
21 21
Stock-based compensation
109 123
Change in fair value of derivative liabilities 15 7
Accretion of discount on investments
(21) (20)
Other operating activities (1) (1)
Changes in operating assets and liabilities:
Other current and non-current assets
(18) 8
Operating lease liabilities
(20) (20)
Other current and non-current liabilities
(14) 6
Net cash used in operating activities
(469) (465)
Cash flows from investing activities
Purchases of property and equipment
(26) (11)
Purchases of investments
(830) (692)
Maturities of investments
611 1,035
Net cash (used in) provided by investing activities
(245) 332
Cash flows from financing activities
Proceeds from issuance of common stock
478 835
Other financing activities
(3) (8)
Net cash provided by financing activities
475 827
Net (decrease) increase in cash, cash equivalents, and restricted cash
(239) 694
Cash, cash equivalents, and restricted cash at beginning of the period
518 277
Cash, cash equivalents, and restricted cash at end of the period
$ 279 $ 971
See accompanying notes to the condensed consolidated financial statements (unaudited)
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Aurora Innovation, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
Note 1. Overview of the Organization
Aurora Innovation, Inc. (the "Company" or "Aurora") is headquartered in Pittsburgh, Pennsylvania and its mission is to deliver the benefits of self-driving technology safely, quickly, and broadly. The Company is developing the Aurora Driver, an advanced and scalable suite of self-driving hardware, software and data services designed as a platform to adapt and interoperate amongst vehicle types and applications.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Intercompany balances and transactions between the Company and its controlled subsidiaries have been eliminated.
The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.
The information included herein should be read in conjunction with the Annual Report on Form 10-K/A for the year ended December 31, 2023. The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date but does not contain all of the footnote disclosures from the annual financial statements.
The unaudited condensed consolidated financial statements reflect, in the opinion of the Company, all adjustments of a normal, recurring nature necessary for a fair statement of our financial position, results of operations, and cash flows for the periods presented but are not necessarily indicative of the expected results for the full fiscal year or any future period.
Risks and Uncertainties
The Company's operations are principally funded by available liquidity from cash, cash equivalents and investments. Management expects to continue to incur operating losses and that the Company will need to opportunistically raise additional capital to support the continued development and commercialization of the Aurora Driver. Management believes that cash on hand and investments will be sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of these financial statements. Management will continue to evaluate the timing and nature of discretionary operating expenses, as necessary.
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and investments. The Company primarily maintains its cash and cash equivalents at U.S. commercial banks, while its investments primarily consist of U.S. Treasury securities as well as corporate bonds and commercial paper. Cash and cash equivalents deposited with domestic commercial banks generally exceed the Federal Deposit Insurance Corporation insurable limit, though the Company has not experienced any credit losses on its deposits.
The Company is dependent on its suppliers, some of which are single or limited source suppliers, to design, develop, industrialize and manufacture components, and these suppliers may not produce and deliver necessary and industrialized components at prices, volumes and on terms acceptable to the Company. For instance, the Company plans to rely on a single supplier, Continental Automotive Technologies GmbH, for the production, provision and full lifecycle support of its future generation of the Aurora Driver hardware system which will be integrated with OEM platform vehicles. In instances where the supplier fails to perform its obligations, the Company may be unable to find alternative suppliers to satisfactorily deliver its products, if at all.
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Recent Accounting Guidance
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-07, Segment Reporting, which expands disclosure requirements for reportable segments including enhanced disclosures about significant segment expenses. The updated standard is effective for the Company's fiscal 2024 annual period and interim periods beginning in the first quarter of fiscal 2025. The Company is currently evaluating the impact of this guidance, and expects to adopt the standard during the fourth quarter of 2024.
In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. The updated standard is effective for the Company's fiscal 2025 annual period. The Company is currently evaluating the impact of this guidance, and expects to adopt the standard for our annual periods beginning January 1, 2025.
Note 3. Cash, Cash Equivalents and Investments
Cash, cash equivalents and restricted cash were as follows (in millions):
As of
September 30,
2024 		December 31,
2023
Cash and cash equivalents $ 263 $ 501
Restricted cash, current (a)
1 1
Restricted cash, long-term (b)
15 16
Total cash, cash equivalents and restricted cash
$ 279 $ 518
(a) Included in other current assets on the condensed consolidated balance sheets
(b) Included in other assets on the condensed consolidated balance sheets
The components of cash, cash equivalents, short-term investments and long-term investments measured at fair value on a recurring basis were as follows (in millions):
As of
Fair value level September 30,
2024 		December 31,
2023
Cash and cash equivalents:
Bank deposits Level 1 $ 1 $ -
Money market funds
Level 1 227 220
U.S. Treasury securities
Level 2 20 251
Commercial paper
Level 2 15 30
Total cash and cash equivalents
$ 263 $ 501
Short-term and long-term investments:
U.S. Treasury securities
Level 2 $ 808 $ 769
Commercial paper
Level 2
124 54
Corporate bonds and notes
Level 2 157 24
Total short-term and long-term investments
$ 1,089 $ 847
The amortized cost, unrealized gains, and fair value of available-for-sale debt securities were as follows (in millions):
As of September 30, 2024
Amortized cost
Unrealized gains
Fair value
U.S. Treasury securities $ 806 $ 2 $ 808
Commercial paper
124 - 124
Corporate bonds and notes
157 - 157
Total short-term and long-term investments
$ 1,087 $ 2 $ 1,089
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As of December 31, 2023
Amortized cost
Unrealized gains
Fair value
U.S. Treasury securities $ 768 $ 1 $ 769
Commercial paper
54 - 54
Corporate bonds and notes
24 - 24
Total short-term and long-term investments
$ 846 $ 1 $ 847
Note 4. Stockholders' Equity
Preferred Stock
The Company is authorized to issue 1,000 million shares of preferred stock with a par value of $0.00001 per share. There were no shares of preferred stock issued and outstanding at September 30, 2024 and December 31, 2023.
Common Stock
The Company is authorized to issue 51,000 million shares of common stock with a par value of $0.00001 per share; of which 50,000 million shares are designated Class A common stock and 1,000 million shares are designated Class B common stock. Class A common stockholders are entitled to one vote for each share and Class B common stockholders are entitled to ten votes for each share. Class A and Class B have identical liquidation and dividend rights. Class B shares are convertible into Class A upon election by the holder or upon transfer (except for certain permitted transfers).
The Company had 1,346 million and 1,162 million shares of Class A common stock issued and outstanding at September 30, 2024 and December 31, 2023, respectively. The Company had 367 million shares of Class B common stock issued and outstanding at September 30, 2024 and December 31, 2023.
Public Offerings
On August 2, 2024, the Company completed a public offering (the "2024 Public Offering") of approximately 134 million shares of Class A common stock at a price of $3.60 per share, for proceeds of $466 million, net of transaction costs, including the full exercise of the underwriters' over-allotment option.
On July 21, 2023, the Company completed a public offering (the "2023 Public Offering") of approximately 73 million shares of Class A common stock at a price of $3.00 per share, for proceeds of $212 million, net of transaction costs. Following the 2023 Public Offering, on August 2, 2023, the Company issued an additional 11 million shares of Class A common stock in connection with the exercise of the underwriters' over-allotment option for proceeds of $32 million, net of transaction costs.
Private Placement
On July 21, 2023, the Company completed a private placement (the "Private Placement"), in which the Company sold approximately 222 million shares of Class A common stock at a price of $2.70 per share, for proceeds to the Company of $584 million, net of transaction costs.
Note 5. Equity Incentive Plans
The Company has outstanding awards granted under four equity compensation plans: the 2021 Equity Incentive Plan, as amended (the "Plan"), the Aurora Innovation, Inc. 2017 Equity Incentive Plan (the "2017 Plan"), the Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan (the "Blackmore Plan"), and the OURS Technology Inc. 2017 Stock Incentive Plan, as amended (the "OURS Plan"). The Company assumed awards under the 2017 Plan, the Blackmore Plan and the OURS Plan to the extent such employees continued as employees of the Company.
Under the Plan, equity-based compensation in the form of restricted stock units ("RSUs"), restricted stock awards, incentive stock options, non-qualified stock options, stock appreciation rights, and performance units may be granted to employees, officers, directors, consultants, and others. As of September 30, 2024, there were 214 million shares available for grant under the Plan.
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Stock-based Compensation Expense
Stock-based compensation is allocated on a departmental basis, based on the classification of the option holder or grant recipient. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements and no stock-based compensation has been capitalized as of September 30, 2024.
Total stock-based compensation expense by function was as follows (in millions):
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
Research and development
$ 30 $ 36 $ 93 $ 107
Selling, general, and administrative
5 5 16 16
Total
$ 35 $ 41 $ 109 $ 123
Restricted Stock Units
RSUs granted under the 2017 Plan generally are subject to two vesting requirements: (1) a time-based vesting requirement, and (2) a liquidity event. Generally, the time-based vesting requirement is quarterly over four years starting on the vesting commencement date, with a one-year cliff. The liquidity event vesting requirement was satisfied prior to the periods presented.
RSUs granted under the Plan generally are subject to a time-based vesting requirement. Generally, the time-based vesting requirement is quarterly over oneto four years starting on the vesting commencement date, with a one-year cliff vesting for new hire awards.
RSU activity under the Plan and the 2017 Plan was as follows (in millions, except per share amounts):
Number of
shares 		Weighted-
average grant
date fair value
Unvested at December 31, 2023
100 $ 2.76
Granted
38 2.37
Vested (39) 2.68
Forfeited
(13) 3.04
Unvested at September 30, 2024
86 $ 2.58
The unrecognized stock-based compensation related to unvested RSUs was $200 million at September 30, 2024 and will be recognized over a weighted average period of 2.4 years. The fair value of RSUs as of their respective vesting dates was $121 millionfor the nine months ended September 30, 2024.
Stock Options
The exercise price of stock options granted under the Plan and the 2017 Plan may not be less than 100% of the fair value of the Company's common stock on the date of the grant. Stock options generally vest over oneto four years starting on the vesting commencement date and expire, if not exercised, 10 years from the date of grant or, if earlier, three months after the option holder ceases to be a service provider of the Company. Stock options outstanding under the Blackmore Plan and the OURS Plan are not material.
Stock options granted under the Plan during the nine months ended September 30, 2024 were as follows:
Nine Months Ended
September 30, 2024
Stock options granted (in millions) 38
Weighted average grant date fair value $ 1.30
Weighted average grant date fair value assumptions:
Expected term
6.0 years
Risk-free interest rates
4.1 %
Expected volatility 53.2 %
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Stock option activity under the Plan and the 2017 Plan was as follows (in millions, except per share amounts):
Number of
shares 		Weighted
average
exercise price 		Weighted average remaining contractual term (in years) Aggregate intrinsic value
Outstanding at December 31, 2023
104 $ 1.78
Granted 38 2.37
Exercised
(9) 1.32
Forfeited
(6) 2.04
Expired
(1) 3.37
Outstanding at September 30, 2024
126 $ 1.98 7.7 $ 500
Exercisable at September 30, 2024
67 $ 1.80 6.6 $ 280
The unrecognized stock-based compensation related to unvested stock options was $68 million as of September 30, 2024 and will be recognized over a weighted average period of 2.8 years. The intrinsic value of stock options exercised was $18 millionfor the nine months ended September 30, 2024.
Note 6. Derivative Liabilities
The components of derivative liabilities measured at fair value on a recurring basis were as follows (in millions):
As of
Fair value level September 30,
2024 		December 31,
2023
Public warrants
Level 1 $ 10 $ 6
Private placement warrants
Level 2 7 4
Common stock warrants 17 10
Earnout share liabilities Level 3 22 14
Total derivative liabilities
$ 39 $ 24
The public and private placement warrants are measured at fair value on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument. The private placement warrants were valued using observable inputs for similar publicly traded instruments. Public warrants outstanding were 12 million as of September 30, 2024 and December 31, 2023. Private placement warrants outstanding were 9 million as of September 30, 2024 and December 31, 2023.
The earnout share liabilities are measured at fair value on a recurring basis utilizing a Monte Carlo simulation analysis. The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the expected term of the instrument. The risk-free interest rate is based on relevant U.S. treasury rates for a period that matches the expected term of the instrument. Earnout shares outstanding were 5 million as of September 30, 2024 and December 31, 2023.
The valuation inputs utilized in determining the earnout share liability were as follows:
As of
September 30,
2024 		December 31,
2023
Risk-free interest rates
3.7 % 3.9 %
Expected term (in years)
7.1 7.8
Expected volatility 53.0 % 53.0 %
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The components of change in fair value of derivative liabilities were as follows (in millions):
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
Common stock warrants
$ (13) $ 3 $ (7) $ (4)
Earnout share liabilities
(15) 2 (8) (3)
Change in fair value of derivative liabilities
$ (28) $ 5 $ (15) $ (7)
Note 7. Leases
The Company leases office facilities and warehouses under non-cancelable operating lease agreements that expire through 2042, including renewal options that are reasonably certain to be exercised.
Rent expense under operating leases was $7 million in the three months ended September 30, 2024 and 2023 and $21 million in the nine months ended September 30, 2024 and 2023. As of September 30, 2024, the Company's operating leases had a weighted average remaining lease term of 8.1 years and a weighted average discount rate of 7.4%.
Note 8. Balance Sheet Details
Property and Equipment, Net
The components of property and equipment, net were as follows (in millions):
As of
September 30,
2024 		December 31,
2023
Land
$ 14 $ 14
Buildings and leasehold improvements
93 82
Equipment
25 25
Vehicles
26 16
Other
16 15
174 152
Less accumulated depreciation and amortization
(72) (58)
Total property and equipment, net
$ 102 $ 94
Other Current Liabilities
The components of other current liabilities were as follows (in millions):
As of
September 30,
2024 		December 31,
2023
Accrued compensation
$ 48 $ 65
Other accrued expenses
30 31
Total other current liabilities
$ 78 $ 96
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Note 9. Earnings Per Share
The Company computes earnings per share of common stock using the two-class method required for participating securities. The participating securities did not impact the computation of earnings per share in the periods presented as no dividends were declared and the participating securities are not contractually obligated to share in losses.
The Company has two classes of common stock with identical liquidation and dividend rights, Class A and Class B. The net loss is allocated in a proportionate basis to each class of common stock and results in the same net loss per share.
The following table presents the potential common stock outstanding excluded from the computation of diluted loss per share because including them would have had an antidilutive effect (in millions):
As of
September 30,
2024 		September 30,
2023
RSUs
86 110
Stock options
126 105
Public warrants 12 12
Private placement warrants 9 9
Earnout shares liability 5 5
Total
238 241
Note 10. Commitments and Contingencies
From time to time the Company may be party to various claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses the need to record a liability for litigation and loss contingencies. Reserve estimates are recorded when and if it is determined that a loss related to certain matters is both probable and reasonably estimable. No material loss contingencies were recorded in the three and nine months ended September 30, 2024 and 2023.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations should be read together with the condensed consolidated financial statements (unaudited) included elsewhere in this Quarterly Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth in "Part I, Item 1A. Risk Factors" in our Annual Report and "Part II, Item 1A. Risk Factors" and under the heading "Cautionary Note Regarding Forward-Looking Statements" included elsewhere in this Quarterly Report.
Unless otherwise indicated or the context otherwise requires, references to "Aurora," "we," "us," "our" and other similar terms in this section refer to Aurora Innovation, Inc. and its consolidated subsidiaries. Percentage amounts have not in all cases been calculated on the basis of rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts may vary from those obtained by performing the same calculations using the figures in our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. Certain other amounts that appear in this Quarterly Report may not sum due to rounding.
Corporate History and Background
On November 3, 2021 (the "Closing Date"), Aurora Innovation, Inc. (f/k/a Reinvent Technology Partners Y and referred to herein as the "Company"), consummated a business combination with Aurora Innovation Holdings, Inc., a Delaware corporation (f/k/a Aurora Innovation, Inc. and referred to herein as "Legacy Aurora"), and RTPY Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company ("Merger Sub"), pursuant to an Agreement and Plan of Merger dated July 14, 2021 (the "Merger Agreement" and the transactions contemplated thereby, the "Merger"), by and among the Company, Legacy Aurora and Merger Sub. Pursuant to the terms of the Merger Agreement, a business combination between the Company and Legacy Aurora was effected through the merger of Merger Sub with and into Legacy Aurora, with Legacy Aurora continuing as the surviving company and as a wholly-owned subsidiary of the Company. On the Closing Date, the Company changed its name from Reinvent Technology Partners Y to Aurora Innovation, Inc.
Aurora's Business
Aurora is developing the Aurora Driver based on what we believe to be the most advanced and scalable suite of self-driving hardware, software, and data services in the world to fundamentally transform the global transportation market. The Aurora Driver is designed as a platform to adapt and interoperate amongst vehicle types and applications. To date, it has been successfully integrated into numerous different vehicle platforms: from passenger vehicles to light commercial vehicles to Class 8 trucks. By creating one driver system for multiple vehicle types and use cases, Aurora's capabilities in one market reinforce and strengthen its competitive advantages in others. For example, highway driving capabilities developed for trucking will carry over to highway segments driven by passenger vehicles in ride-hailing applications. We believe this approach will enable us to target and transform the transportation landscape, including trucking, passenger mobility, and local goods delivery market.
We expect that the Aurora Driver will ultimately be commercialized in a Driver as a Service ("DaaS") business model, in which customers or third parties will purchase, manage, and maintain fleets directly, while subscribing to the Aurora Driver and a suite of related services. We do not intend to own nor operate a large number of vehicles ourselves. Throughout commercialization, we expect to earn revenue on a fee per mile basis. We intend to partner with OEMs, Tier 1 automotive suppliers, fleet operators, and other third parties to commercialize and support Aurora Driver-powered vehicles. We expect that these strategic partners will support activities such as vehicle and hardware manufacturing, financing and leasing, service and maintenance, parts replacement, facility ownership and operation, and other commercial and operational services as needed. We expect this DaaS model to enable an asset-light and high margin revenue stream for Aurora, while allowing us to scale more rapidly through partnerships. During the start of commercialization, though, we expect to briefly operate our own logistics and mobility services, where we own or lease and operate a small fleet of vehicles equipped with our Aurora Driver. This level of control is useful during early commercialization as we define operational processes and playbooks for our partners.
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We plan to first launch Aurora Driver for Freight (formerly Aurora Horizon), our driverless trucking subscription service, as we believe that is where we can make the largest impact the fastest, given the massive industry demand, attractive unit economics, and the ability to deploy on high volume highway-focused routes. Future success will be dependent on our ability to execute against our product roadmap to launch Aurora Driver for Freight. From there, we plan to leverage the extensibility of the Aurora Driver to deploy and scale into the passenger mobility market with Aurora Driver for Rides (formerly Aurora Connect), our driverless ride hailing subscription service, and in the longer-term the local goods delivery market.
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Recent Developments
Public Offering
On August 2, 2024, the Company completed a public offering (the "2024 Public Offering") of approximately 134 million shares of Class A common stock at a price of $3.60 per share, for proceeds of $466 million, net of transaction costs, including the full exercise of the underwriters' over-allotment option.
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Results of Operations
Comparison of the Three Months Ended September 30, 2024 to the Three Months Ended September 30, 2023
The following table sets forth a summary of our consolidated results of operations for the periods indicated, and the changes between periods.
Three Months Ended
September 30, 		$ Change % Change
(in millions, except for percentages) 2024 2023
Operating expenses:
Research and development $ 169 $ 182 $ (13) (7) %
Selling, general and administrative 27 30 (3) (10) %
Total operating expenses 196 212 (16) (8) %
Loss from operations (196) (212) 16 (8) %
Other income (expense):
Change in fair value of derivative liabilities (28) 5 (33)
n/m(1)
Other income, net 16 17 (1) (6) %
Loss before income taxes (208) (190) (18) 9 %
Income tax expense
- - -
n/m(1)
Net loss $ (208) $ (190) $ (18) 9 %
(1) Not meaningful.
Operating expenses
Research and development decreased by $13 million, or 7%, to $169 million in the three months ended September 30, 2024 from $182 million in the three months ended September 30, 2023, primarily driven by a decrease in non-cash stock-based compensation, hardware costs for development fleets, and personnel costs. Research and development expenses included non-cash stock-based compensation of $30 million and $36 million in the three months ended September 30, 2024 and 2023, respectively.
Selling, general and administrative decreased by $3 million, or 10%, to $27 million in the three months ended September 30, 2024 from $30 million in the three months ended September 30, 2023, primarily driven by decreases in personnel costs and other general and administrative costs. Selling, general and administrative included non-cash stock-based compensation of $5 million in the three months ended September 30, 2024 and 2023.
Other income (expense)
The change in fair value of derivative liabilities was expense of $28 million and income of $5 million in the three months ended September 30, 2024 and 2023, respectively, primarily due to the change in the market price for the underlying instrument during each period.
Other income, net decreased by $1 million, or 6%, to $16 million in the three months ended September 30, 2024, from $17 million in the three months ended September 30, 2023, primarily due to a decrease in interest income earned on cash equivalents and investments.
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Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023
Nine Months Ended
September 30, 		$ Change % Change
(in millions, except for percentages) 2024 2023
Operating expenses:
Research and development $ 505 $ 546 $ (41) (8) %
Selling, general and administrative 82 91 (9) (10) %
Total operating expenses 587 637 (50) (8) %
Loss from operations (587) (637) 50 (8) %
Other income (expense):
Change in fair value of derivative liabilities (15) (7) (8) 114 %
Other income, net
47 40 7 18%
Loss before income taxes (555) (604) 49 (8) %
Income tax expense
- - -
n/m(1)
Net loss $ (555) $ (604) $ 49 (8) %
(1) Not meaningful.
Operating expenses
Research and development expenses decreased by $41 million, or 8%, to $505 million in the nine months ended September 30, 2024 from $546 million in the nine months ended September 30, 2023, primarily driven by decreases in hardware costs for development fleets, non-cash stock-based compensation, and personnel costs. Research and development expenses included non-cash stock-based compensation of $93 million and $107 million in the nine months ended September 30, 2024 and 2023, respectively.
Selling, general and administrative expenses decreased by $9 million, or 10%, to $82 million in the nine months ended September 30, 2024 from $91 million in the nine months ended September 30, 2023 primarily driven by decreases in personnel costs and other general and administrative costs. Selling, general and administrative expenses included non-cash stock-based compensation of $16 million in the nine months ended September 30, 2024 and 2023.
Other income (expense)
The change in fair value of derivative liabilities resulted in an expense of $15 million and $7 million in the nine months ended September 30, 2024 and 2023, respectively, primarily due to the change in the market price for the underlying instrument.
Other income, net increased by $7 million, or 18%, to $47 million in the nine months ended September 30, 2024, from $40 million in the nine months ended September 30, 2023, primarily due to an increase in interest income earned on cash equivalents and investments.
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Liquidity and Capital Resources
As of September 30, 2024, our principal sources of liquidity were $263 million of cash and cash equivalents, $985 million of short-term investments, and $104 million of long-term investments with maturities within 2 years, exclusive of restricted cash of $16 million. Short-term and long-term investments consist of primarily U.S. Treasury securities as well as corporate bonds and commercial paper.
We have incurred negative cash flows from operating activities and significant losses from operations in the past. We expect to continue to incur operating losses and that we will need to opportunistically raise additional capital to support the continued development and commercialization of the Aurora Driver. During the third quarter of 2024, we raised $483 million in equity capital from the 2024 Public Offering, receiving net proceeds of $466 million after transaction costs. During the third quarter of 2023, we raised $853 million in equity capital from a public offering and concurrent private placement, receiving net proceeds of $828 million after transaction costs. We expect our total liquidity will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of this Quarterly Report. Management will continue to evaluate the timing and nature of discretionary operating expenses, as necessary.
Worldwide economic conditions remain uncertain, including inflation volatility. The general economic and capital market conditions both in the U.S. and worldwide, have been volatile in the past. The capital and credit markets may not be available to support future capital raising activity on favorable terms. If economic conditions decline, our future cost of equity or debt capital and access to the capital markets could be adversely affected.
Cash Flows
Cash flows for the periods were as follows (in millions):
Nine Months Ended
September 30,
2024 2023
Net cash used in operating activities
$ (469) $ (465)
Net cash (used in) provided by investing activities
(245) 332
Net cash provided by financing activities
475 827
Net (decrease) increase
(239) 694
Cash, cash equivalents, and restricted cash at beginning of the period
518 277
Cash, cash equivalents, and restricted cash at end of the period
$ 279 $ 971
Cash Flows Used in Operating Activities
Net cash used in operating activities was $469 million for the nine months ended September 30, 2024, an increase of $4 million from $465 million for the nine months ended September 30, 2023 primarily due to advanced payments for hardware materials for fleet builds partially offset by decreases in other operating expenditures.
Cash Flows (Used in) Provided by Investing Activities
Net cash used in investing activities was $245 million for the nine months ended September 30, 2024 compared to net cash provided by investing activities of $332 million for the nine months ended September 30, 2023. The change was primarily due to increased purchases and fewer maturities of short-term investments, as well as increased purchases of property and equipment for commercial fleet builds.
Cash Flows Provided by Financing Activities
Net cash provided by financing activities was $475 million for the nine months ended September 30, 2024, a decrease of $352 million from $827 million for the nine months ended September 30, 2023, primarily due to lower net proceeds received from the 2024 Public Offering compared to the 2023 Public Offering and Private Placement.
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Contractual Obligations, Commitments and Contingencies
Aurora may be party to various claims within the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. We assess the need to record a liability for litigation and other loss contingencies, with reserve estimates recorded if we determine that a loss related to the matter is both probable and reasonably estimable. No material losses were recorded in the three and nine months ended September 30, 2024 and 2023.
Critical Accounting Estimates
Our condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. Preparation of the financial statements requires our management to make judgments, estimates and assumptions that impact the reported amount of revenue and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our condensed consolidated financial statements. Our significant accounting policies are described in Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report and in the notes to the consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K/A for the year-ended December 31, 2023. There have been no material changes to our critical accounting estimates since our Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a variety of market and other risks, including the effects of changes in interest rates, and inflation, as well as risks to the availability of funding sources, hazard events, and specific asset risks.
Interest Rate Risk
Our results of operations are directly exposed to changes in interest rates, among other macroeconomic conditions. Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control.
We do not believe that an increase or decrease in interest rates of 100-basis points would have a material effect on our business, financial condition or results of operations.
Inflation Risk
We do not believe that inflation has had a material effect on our business, financial condition or results of operations, other than its impact on the general economy. Nonetheless, if our costs were to become subject to inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our chief executive officer and chief financial officer (our "Certifying Officers"), the effectiveness of our disclosure controls and procedures as of September 30, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2024.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2024 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Part II - Other Information
Item 1. Legal Proceedings
We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely or result in a material adverse effect on our future operating results, financial condition or cash flows.
Item 1A. Risk Factors
Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our stock. There have been no material changes from the risk factors previously disclosed in our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," each as defined in Regulation S-K Item 408.
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Item 6. Exhibits.
Exhibit
Number 		Description
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
__________
*Filed herewith.
** The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Aurora Innovation, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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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 thereunto duly authorized.
Aurora Innovation, Inc.
Date: October 30, 2024 By: /s/ Chris Urmson
Name: Chris Urmson
Title: Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: October 30, 2024 By: /s/ David Maday
Name: David Maday
Title: Chief Financial Officer
(Principal Financial Officer)
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