Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information gives effect to MicroVision, Inc.’s (“MicroVision”, “MVIS”, or the “Company”) acquisition of certain assets comprising the Light Detection and Ranging business (the “Luminar LiDAR Business”) from Luminar Technologies, Inc. (“Luminar”).
MicroVision entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) on January 26, 2026 with Luminar, pursuant to which MicroVision agreed to acquire from Luminar certain assets comprising the Luminar LiDAR Business, subject to certain closing conditions (the “Transaction”). On February 3, 2026, pursuant to the terms of the Asset Purchase Agreement, the Transaction was consummated (the “Closing”, and the date on which the Closing occurred, the “Closing Date”) and MicroVision paid total consideration of $33.2 million.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives effect to the Transaction as if consummated as of December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the Transaction as if it had occurred on January 1, 2025. The unaudited pro forma condensed combined balance sheet as of December 31, 2025 and unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 are collectively referred to as the “Pro Forma Financial Information.”
The
Pro Forma Financial Information is based upon the historical financial statements of MicroVision and the Luminar LiDAR
The Pro Forma Financial Information has been derived from, and should be read in conjunction with:
| ● | the audited historical consolidated financial statements of MicroVision as of and for the year ended December 31, 2025, which are included in MicroVision’s Annual Report on Form 10-K for the year ended December 31, 2025, and | |
| ● | the audited combined financial statements of the Luminar LiDAR Business as of and for the year ended December 31, 2025, which are filed as Exhibit 99.1 to this Current Report on Form 8-K. |
In
accordance with Article 11 of Regulation S-X, the Pro Forma Financial Information is provided for illustrative and informational purposes
only and does not purport to represent what MicroVision’s financial condition or results of operations would have been had the
Transaction occurred on the dates assumed, nor is it necessarily indicative of MicroVision’s future financial condition or results
of operations. The Pro Forma Financial Information does not reflect any expected cost savings or operating synergies, or the costs to
achieve any such benefits, that may result from the Transaction, nor does it reflect any revenue enhancements or reductions that could
result from changes to existing commercial relationships. Please see Note 5 of the Notes to Unaudited Pro Forma Condensed Combined
Financial Information for further discussion. In the opinion of management, all necessary adjustments to the Pro Forma Financial
Information
| 1 |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2025
(in thousands)
| Historical MVIS | Historical Luminar LiDAR Business as Conformed | Transaction Accounting Adjustments | Note | Pro Forma Combined | ||||||||||||||
| ASSETS | ||||||||||||||||||
| Current Assets | ||||||||||||||||||
| Cash and cash equivalents | $ | 32,363 | $ | — | $ | (33,177 | ) | 3(a) | $ | 41,657 | ||||||||
| 42,471 | 3(b) | |||||||||||||||||
| Investment securities, available-for-sale | 42,471 | — | (42,471 | ) | 3(b) | — | ||||||||||||
| Restricted cash, current | 497 | — | — | 497 | ||||||||||||||
| Accounts receivable, net of allowances | 47 | 2,711 | (2,711 | ) | 3(c) | 47 | ||||||||||||
| Inventory | 745 | 3,497 | 303 | 3(d) | 4,545 | |||||||||||||
| Other current assets | 4,989 | 10,854 | (10,854 | ) | 3(c) | 4,989 | ||||||||||||
| Total current assets | 81,112 | 17,062 | (46,439 | ) | 51,735 | |||||||||||||
| Property and equipment, net | 4,280 | 31,626 | (18,426 | ) | 3(e) | 17,480 | ||||||||||||
| Operating lease right-of-use assets | 14,075 | 12,084 | (7,860 | ) | 3(f) | 18,299 | ||||||||||||
| Restricted cash, net of current portion | 1,204 | — | — | 1,204 | ||||||||||||||
| Intangible assets, net | 32 | 6,792 | 5,708 | 3(g) | 12,532 | |||||||||||||
| Goodwill | — | 1,750 | 1,927 | 3(h) | 3,677 | |||||||||||||
| Other assets | 2,416 | 3,440 | (3,440 | ) | 3(c) | 2,416 | ||||||||||||
| Total assets | $ | 103,119 | $ | 72,754 | $ | (68,530 | ) | $ | 107,343 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||
| Current liabilities | ||||||||||||||||||
| Accounts payable | $ | 1,628 | $ | 277 | $ | (277 | ) | 3(c) | $ | 1,628 | ||||||||
| Accrued liabilities | 5,426 | 6,953 | (6,953 | ) | 3(c) | 7,881 | ||||||||||||
| 2,455 | 3(i) | |||||||||||||||||
| Notes payable, current | 19,212 | — | — | 19,212 | ||||||||||||||
| Operating lease liabilities, current | 3,481 | 931 | 154 | 3(f) | 4,566 | |||||||||||||
| Finance lease liabilities, current | 14 | — | — | 14 | ||||||||||||||
| Other current liabilities | 388 | 3,063 | (3,063 | ) | 3(c) | 388 | ||||||||||||
| Total current liabilities | 30,149 | 11,224 | (7,684 | ) | 33,689 | |||||||||||||
| Warrant liability | 1,875 | — | — | 1,875 | ||||||||||||||
| Operating lease liabilities, net of current portion | 14,034 | 2,273 | 866 | 3(f) | 17,173 | |||||||||||||
| Finance lease liabilities, net of current portion | 27 | — | — | 27 | ||||||||||||||
| Other long-term liabilities | 1,486 | 184 | (184 | ) | 3(c) | 1,486 | ||||||||||||
| Liabilities subject to compromise | — | 78,418 | (78,418 | ) | 3(c) | — | ||||||||||||
| Total liabilities | 47,571 | 92,099 | (85,420 | ) | 54,250 | |||||||||||||
| Commitments and contingencies | ||||||||||||||||||
| Shareholders’ equity | ||||||||||||||||||
| Common stock | 306 | — | — | 306 | ||||||||||||||
| Additional paid-in capital | 1,011,835 | — | — | 1,011,835 | ||||||||||||||
| Accumulated other comprehensive income | 669 | — | — | 669 | ||||||||||||||
| Accumulated deficit | (957,262 | ) | — | (2,455 | ) | 3(i) | (959,717 | ) | ||||||||||
| Net parent investment | — | (19,345 | ) | 19,345 | 3(c) | — | ||||||||||||
| Total shareholders’ equity | 55,548 | (19,345 | ) | 16,890 | 53,093 | |||||||||||||
| Total liabilities and shareholders’ equity | $ | 103,119 | $ | 72,754 | $ | (68,530 | ) | $ | 107,343 | |||||||||
See notes to unaudited pro forma condensed combined financial information
| 2 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2025
(in thousands, except per share amounts)
| Historical MVIS | Historical Luminar LiDAR Business as Conformed | Transaction Accounting Adjustments | Note | Pro Forma Combined | ||||||||||||||
| Revenue | $ | 1,208 | $ | 40,976 | $ | (13,531 | ) | 4(a) | $ | 28,653 | ||||||||
| Cost of revenue | 18,548 | 120,754 | (870 | ) | 4(b) | 134,388 | ||||||||||||
| 303 | 4(c) | |||||||||||||||||
| (4,347 | ) | 4(e) | ||||||||||||||||
| Gross loss | (17,340 | ) | (79,778 | ) | (8,617 | ) | (105,735 | ) | ||||||||||
| Research and development expense | 31,720 | 135,577 | (29,891 | ) | 4(a) | 133,669 | ||||||||||||
| (1,148 | ) | 4(d) | ||||||||||||||||
| (2,589 | ) | 4(e) | ||||||||||||||||
| Sales, marketing, general and administrative expense | 20,325 | 31,805 | (4,715 | ) | 4(b) | 49,587 | ||||||||||||
| (283 | ) | 4(e) | ||||||||||||||||
| 2,455 | 4(f) | |||||||||||||||||
| Impairment loss on intangible assets | 10,057 | — | — | 10,057 | ||||||||||||||
| Impairment loss on operating lease right-of-use assets | 1,201 | 1,125 | — | 2,326 | ||||||||||||||
| Impairment loss on property and equipment, net | 2,185 | 5,265 | — | 7,450 | ||||||||||||||
| Restructuring and other costs | — | 21,713 | — | 21,713 | ||||||||||||||
| Total operating expenses | 65,488 | 195,485 | (36,171 | ) | 224,802 | |||||||||||||
| Loss from operations | (82,828 | ) | (275,263 | ) | 27,554 | (330,537 | ) | |||||||||||
| Interest expense | (18,531 | ) | — | — | (18,531 | ) | ||||||||||||
| Unrealized gain on derivative liability | 5,709 | — | — | 5,709 | ||||||||||||||
| Unrealized gain on warrant liability | 4,422 | — | — | 4,422 | ||||||||||||||
| Realized loss on debt extinguishment | (4,654 | ) | — | — | (4,654 | ) | ||||||||||||
| Reorganization items | — | (3,450 | ) | — | (3,450 | ) | ||||||||||||
| Other income (expense) | 817 | (640 | ) | 829 | 4(b) | 1,006 | ||||||||||||
| Net loss before taxes | $ | (95,065 | ) | $ | (279,353 | ) | $ | 28,383 | $ | (346,035 | ) | |||||||
| Income tax benefit (expense) | 84 | (1,365 | ) | (5,960 | ) | 4(g) | (7,241 | ) | ||||||||||
| Net loss | $ | (94,981 | ) | $ | (280,718 | ) | $ | 22,423 | $ | (353,276 | ) | |||||||
| Net loss per share - basic and diluted | $ | (0.35 | ) | $ | (1.29 | ) | ||||||||||||
| Weighted average shares outstanding - basic and diluted | 273,136 | 273,136 | ||||||||||||||||
See notes to unaudited pro forma condensed combined financial information
| 3 |
Notes to Unaudited Pro Forma Condensed Combined Financial Information
1. Historical Luminar LiDAR Business
Certain reclassification adjustments have been made to conform the historical financial statement presentation of the Luminar LiDAR Business to the Company’s historical financial statement presentation. Aside from the reclassification adjustments identified herein, the Company is not aware of any material differences between the financial statement presentation of the Company and the Luminar LiDAR Business.
Based on the information currently available, the Company has determined on a preliminary basis that no significant adjustments are necessary to conform the combined financial statements of the Luminar LiDAR Business to the accounting policies used by the Company.
The following reflects the reclassification adjustments made to present the historical combined balance sheet of the Luminar LiDAR Business as of December 31, 2025 in conformity with that of the Company:
Luminar LiDAR Business
Combined Balance Sheet
As of December 31, 2025
(In thousands)
| Presentation in Historical Financial Statements | Conformance with MVIS Presentation | Luminar LiDAR Business Historical | Reclassification | Note | Historical Luminar LiDAR Business as Conformed | |||||||||||
| Assets | ||||||||||||||||
| Accounts receivable | Accounts receivable, net of allowances | $ | 2,711 | $ | — | $ | 2,711 | |||||||||
| Inventory | Inventory | 3,497 | — | 3,497 | ||||||||||||
| Prepaid expenses and other current assets | Other current assets | 10,854 | — | 10,854 | ||||||||||||
| Property and equipment, net | Property and equipment, net | 31,626 | — | 31,626 | ||||||||||||
| Operating lease right-of-use assets | Operating lease right-of-use assets | 12,084 | — | 12,084 | ||||||||||||
| Goodwill | Goodwill | 1,750 | — | 1,750 | ||||||||||||
| Intangible assets, net | Intangible assets, net | 6,792 | — | 6,792 | ||||||||||||
| Other non-current assets | Other assets | 3,440 | — | 3,440 | ||||||||||||
| Total Assets | $ | 72,754 | $ | — | $ | 72,754 | ||||||||||
| Liabilities | ||||||||||||||||
| Accounts payable | Accounts payable | $ | 277 | $ | — | $ | 277 | |||||||||
| Accrued and other current liabilities | Accrued liabilities | 10,016 | (3,063 | ) | 1(a) | 6,953 | ||||||||||
| Operating lease liabilities | Operating lease liabilities, current | 931 | — | 931 | ||||||||||||
| Other current liabilities | — | 3,063 | 1(a) | 3,063 | ||||||||||||
| Operating lease liabilities, non-current | Operating lease liabilities, net of current portion | 2,273 | — | 2,273 | ||||||||||||
| Other non-current liabilities | Other long-term liabilities | 184 | — | 184 | ||||||||||||
| Liabilities subject to compromise | Liabilities subject to compromise | 78,418 | — | 78,418 | ||||||||||||
| Total Liabilities | 92,099 | — | 92,099 | |||||||||||||
| Equity | ||||||||||||||||
| Net Parent Investment | (19,345 | ) | — | (19,345 | ) | |||||||||||
| Total Equity | (19,345 | ) | — | (19,345 | ) | |||||||||||
| Total Liabilities and Equity | $ | 72,754 | $ | — | $ | 72,754 | ||||||||||
| 1(a) | Represents the reclassification of the Luminar LiDAR Business balances from “Accrued liabilities and other current liabilities” to “Other current liabilities” to conform to MicroVision’s historical presentation. |
| 4 |
The following reclassification adjustments were made to present the historical combined statement of the operations of the Luminar LiDAR Business for the year ended December 31, 2025 in conformity with that of the Company:
Luminar LiDAR Business
Combined Statement of Operations
For the Year Ended December 31, 2025
(In thousands)
| Presentation in Historical Financial Statements | Conformance with MVIS Presentation | Luminar LiDAR Business Historical | Reclassification | Note | Historical Luminar LiDAR Business as Conformed | |||||||||||
| Revenue | Revenue | $ | 40,976 | $ | — | $ | 40,976 | |||||||||
| Cost of sales | Cost of revenue | 120,754 | — | 120,754 | ||||||||||||
| Gross loss | Gross loss | $ | (79,778 | ) | $ | — | (79,778 | ) | ||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | Research and development expense | 135,577 | — | 135,577 | ||||||||||||
| Sales and marketing | Sales, marketing, general and administrative expense | 13,902 | 17,903 | 1(b) | 31,805 | |||||||||||
| General and administrative expenses | 17,903 | (17,903 | ) | 1(b) | — | |||||||||||
| Impairment loss on operating lease right-of-use assets | — | 1,125 | 1(c) | 1,125 | ||||||||||||
| Impairment of long-lived assets | Impairment loss on property and equipment, net | 6,390 | (1,125 | ) | 1(c) | 5,265 | ||||||||||
| Restructuring and other costs | Restructuring and other costs | 21,713 | — | 21,713 | ||||||||||||
| Total operating expenses | Total operating expenses | 195,485 | — | 195,485 | ||||||||||||
| Loss from operations | Loss from operations | (275,263 | ) | — | (275,263 | ) | ||||||||||
| Other income (expense), net | Other income (expense) | (640 | ) | — | (640 | ) | ||||||||||
| Reorganization items | Reorganization items | (3,450 | ) | — | (3,450 | ) | ||||||||||
| Provision for income taxes | Income tax benefit (expense) | (1,365 | ) | — | (1,365 | ) | ||||||||||
| Net loss | Net loss | $ | (280,718 | ) | $ | — | $ | (280,718 | ) | |||||||
| 1(b) | Represents the reclassification of the Luminar LiDAR Business’ “General and administrative expenses” amounts to “Sales, marketing, general and administrative expense” to conform to MicroVision’s historical presentation. |
| 1(c) | Represents the reclassification of the Luminar LiDAR Business’ impairment loss on operating lease right-of-use assets from “Impairment of long-lived assets” to “Impairment loss on operating lease right-of-use assets” to conform to MicroVision’s historical presentation. |
| 5 |
2. Preliminary Purchase Price Allocation
The Pro Forma Financial Information is based upon the historical financial statements of MicroVision and the Luminar LiDAR Business and was prepared using the acquisition method of accounting. Under the acquisition method of accounting, the purchase price is allocated to the assets acquired and the liabilities assumed based on their estimated fair values. The purchase price allocation is preliminary and is subject to change prior to finalization, which may result from additional information becoming available and additional analyses being performed on these acquired assets and assumed liabilities. The final purchase price allocation could result in material differences, which could have a material impact on the accompanying Pro Forma Financial Information
The table below represents the preliminary calculation of purchase consideration for the purposes of the Pro Forma Financial Information.
| (in thousands) | Amount | |||
| Closing payment | $ | 29,700 | ||
| Payment for cure costs at closing | 177 | |||
| Release of escrowed funds to debtors | 3,300 | |||
| Total Purchase Consideration | $ | 33,177 | ||
As part of the Transaction, MicroVision agreed to pay $0.2 million to a lessor of the Luminar LiDAR Business in order to cure an existing Luminar LiDAR Business lease obligation associated with one of the leases acquired.
The following table presents a preliminary allocation of the purchase consideration to the fair values of the identifiable assets acquired and liabilities assumed from the Luminar LiDAR Business, based on the combined balance sheet of the Luminar LiDAR Business as of December 31, 2025, as adjusted for reclassification adjustments as well as acquisition accounting adjustments shown below. The Transaction resulted in a step-up or step-down to fair value for tax purposes such that no acquisition-date deferred tax effect applies to the assets acquired.
| (in thousands) | December 31, 2025 | |||
| Total Purchase Consideration for Luminar LiDAR Business Acquisition | $ | 33,177 | ||
| Inventory | 3,800 | |||
| Property and equipment, net | 13,200 | |||
| Operating lease right-of-use assets | 4,224 | |||
| Intangible assets, net | 12,500 | |||
| Total estimated fair value of assets acquired | $ | 33,724 | ||
| Operating lease liabilities, current | $ | 1,085 | ||
| Operating lease liabilities, net of current portion | 3,139 | |||
| Total estimated fair value of liabilities assumed | $ | 4,224 | ||
| Estimated net assets acquired | $ | 29,500 | ||
| Goodwill | $ | 3,677 | ||
| 6 |
3. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
| (a) | Represents the adjustment related to the cash consideration paid by MicroVision for the acquisition of the Luminar LiDAR Business. |
| (b) | Prior to the Transaction’s closing, the Company sold investment securities in order to fund the Transaction. This adjustment represents the cash received upon the sale of the investment securities. |
| (c) | Represents the elimination of the historical assets of the Luminar LiDAR Business that were not acquired and liabilities not assumed, and the elimination of the net parent investment balance in accordance with the acquisition method of accounting. |
| (d) | Represents the adjustment related to the preliminary fair value step up of inventory of the Luminar LiDAR Business. |
| (in thousands) | Preliminary Fair Value | |||
| Raw Materials | $ | 2,098 | ||
| Finished Goods | 1,702 | |||
| Total inventory | 3,800 | |||
| Less: Historical book value of inventory | (3,497 | ) | ||
| Pro forma adjustment | $ | 303 | ||
The fair value adjustment to inventories is estimated to be expensed within one year from the Transaction Close, based on the expected inventory turnover, as further described in Note 4(c) in these notes to the Pro Forma Financial Information.
| (e) | Represents the adjustment to the estimated fair value of property and equipment acquired in the Transaction and elimination of property and equipment not acquired. |
| (in thousands) | Preliminary Fair Value | Estimated Average Useful Life (in Years) | ||||||
| Estimated fair value of property and equipment | 13,200 | 3 | ||||||
| Less: Historical book value of Luminar LiDAR Business property and equipment | (31,626 | ) | ||||||
| Pro forma adjustment | (18,426 | ) | ||||||
The depreciation expense related to these assets is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statement of operations, as further described in Note 4(e) in these notes to the Pro Forma Financial Information.
| (f) | Represents the adjustment related to remeasurement of the acquired leases as of the Transaction closing date. The Company has measured the lease liabilities at the present value of the remaining lease payments, as if the acquired leases were new leases. This includes lease payments for renewal options that the Company is reasonably certain to exercise. The associated right-of-use assets were remeasured at the same amount as the lease liability. At this time, management has not identified any material favorable or unfavorable terms in the acquired leases. |
| (g) | Represents the adjustment to the estimated fair value of intangible assets acquired in the Transaction. Preliminary identifiable intangible assets in the Pro Forma Financial Information are provided in the table below: |
| (in thousands) | Preliminary Fair Value | Estimated Average Useful Life (in Years) | ||||||
| Customer relationships | $ | 3,100 | 10 | |||||
| Developed technology | 9,400 | 10 | ||||||
| Total intangibles assets | $ | 12,500 | ||||||
| Less: Historical book value of Luminar LiDAR Business intangibles | (6,792 | ) | ||||||
| Pro forma adjustment | $ | 5,708 | ||||||
The straight-line amortization related to these identifiable intangible assets is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statement of operations, as further described in Note 4(d) in these notes to the Pro forma Financial Information.
| 7 |
| (h) | Represents the adjustment to the preliminary estimate of goodwill as part of the Transaction, offset by the elimination of historical goodwill. Goodwill represents the excess of total consideration over the preliminary fair value of assets acquired and liabilities assumed. |
| (in thousands) | As of December 31, 2025 | |||
| Estimated goodwill (i) | $ | 3,677 | ||
| Less: Elimination of Luminar LiDAR Business’ historical goodwill | (1,750 | ) | ||
| Pro forma adjustment | $ | 1,927 | ||
(i) Refer to Note 2 in these notes to the Pro Forma Financial Information for more details.
| (i) | MicroVision has incurred or is expecting to incur $2.5 million of non-recurring transaction costs after December 31, 2025. These costs primarily consist of acquisition related professional fees and are recorded as accrued liabilities. |
4. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
| (a) | Represents the adjustment to eliminate the historical revenue and operating expenses attributable to the Luminar LiDAR Business’ data and insurance business operations, which were not acquired by MicroVision. In the Luminar LiDAR Business’ financial statements, expenses associated with these operations were classified as research and development expense, rather than cost of revenue, consistent with how such activities were managed and reported. As a result, the elimination of these operations reduces pro forma revenue without a corresponding reduction to cost of revenue, which has an unfavorable impact on pro forma gross profit. No reclassification of these expenses have been made in the Pro Forma Financial Information, as doing so would not accurately reflect the historical cost structure of the Luminar LiDAR Business. |
| (in thousands) | For the Year Ended December 31, 2025 | |||
| Revenue | $ | (13,531 | ) | |
| Research and development expense | (29,891 | ) | ||
Please see Note 5 of the Notes to Unaudited Pro Forma Condensed Combined Financial Information for further discussion regarding Pro Forma Combined Revenue.
| (b) | Represents the adjustment to eliminate historical income and expenses related to leases not acquired by MicroVision, including a net gain on lease modifications relating to leases not acquired recorded to “Other income (expense)”. |
| (in thousands) | For the Year Ended December 31, 2025 | |||
| Cost of revenue | (870 | ) | ||
| Sales, marketing, general and administrative expense | (4,715 | ) | ||
| Other income (expense) | 829 | |||
| (c) | Represents the additional cost of revenue of $0.3 million recognized in connection with the step-up of inventory to fair value. MicroVision will recognize the increased value of inventory in cost of revenue as the inventory is sold, which is expected to occur within one year from the Transaction close. |
| (d) | Represents the adjustment to eliminate historical amortization expense and recognize new amortization expense related to identifiable intangible assets based on the estimated fair value. Amortization expense is calculated based on the estimated fair value of each of the identifiable intangible assets and the associated estimated useful life as discussed in Note 3(g) above and is included under the research and development expense line item on the Pro Forma Financial Information. |
| (in thousands) | For the Year Ended December 31, 2025 | |||
| Estimated amortization expense of finite lived intangibles | $ | 1,250 | ||
| Less: Historical Luminar LiDAR Business amortization | (2,398 | ) | ||
| Pro forma adjustment | $ | (1,148 | ) | |
| 8 |
| (e) | Represents the adjustment to record elimination of historical depreciation expense and recognition of new depreciation expense related to identifiable property and equipment based on the estimated fair value. The depreciation of property and equipment is based on the estimated remaining useful lives of the assets as discussed in Note 3(e) above. |
| (in thousands) | For the Year Ended December 31, 2025 | |||
| Estimated depreciation expense of property and equipment | $ | 4,400 | ||
| Less: Historical Luminar LiDAR Business depreciation | (11,619 | ) | ||
| Pro forma adjustment | $ | (7,219 | ) | |
The below table represents the adjustment recorded in various line items on the unaudited pro forma condensed combined statement of operations:
| (in thousands) | For the Year Ended December 31, 2025 | |||
| Cost of revenue | $ | (4,347 | ) | |
| Research and development expense | (2,589 | ) | ||
| Sales, marketing, general and administrative expense | (283 | ) | ||
| (f) | Represents the adjustment related to transaction costs associated with the Transaction, as discussed in Note 3(i) above. These transaction costs have been expensed under Sales, marketing, general and administrative expense. |
| (g) | The income tax impact of the pro forma adjustments utilizes blended statutory income tax rates in effect of 21.0% for the year ended December 31, 2025. The effective tax rate of MicroVision following the Transaction could be significantly different depending on post-acquisition activities, including cash needs, the geographical mix of income, and changes in tax law. Because the tax rates used for the unaudited pro forma condensed combined statement of operations are estimated, the blended rate will likely vary from the actual effective tax rate in periods subsequent to the completion of the Transaction. |
5. Commercial Relationships and Revenue Expectations
The Company anticipates significant differences between financial and operating performance of the LiDAR Business as historically conducted and as expected to be conducted by MicroVision. In particular, a significant automotive customer accounted for a material portion of revenue in the historical financial statements of the Luminar LiDAR Business. The contract associated with that revenue was terminated by the customer in the fourth quarter of fiscal year 2025.
Since
the closing of the transaction pursuant to the Asset Purchase Agreement, the Company has been working to repair certain customer
relationships and build trust with commercial partners that had been engaged with the Luminar LiDAR Business, and establishing
commercially acceptable terms with these partners.
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