aur-20240930

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


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. Yes x No 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). 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.

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 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.


		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


	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


	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


	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


	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


		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


	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


	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


	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


	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		%


	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


	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


	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


	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	%

SEC Form 10-Q filed by Aurora Innovation Inc.