indie Semiconductor, Inc. Form 8-K Current Report Filed 2023-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 10, 2023

INDIE SEMICONDUCTOR, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40481

87-0913788

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)


32 Journey Aliso Viejo, California						92656
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (949) 608-0854

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on
which registered

Class A common stock, par value $0.0001 per share

INDI

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share

INDIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition

The information set forth in Exhibit 99.1 of this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in Exhibit 99.1 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On August 10, 2023, indie Semiconductor, Inc. (“indie”) issued a press release announcing its financial results for the second quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1.

A conference call with simultaneous webcast to discuss the financial results for the second quarter ended June 30, 2023 will be held today, August 10, 2023 at 5:00 p.m. Eastern Time. After the live webcast of the conference call, an audio replay will remain available until August 24, 2023 in the Investor Relations section of indie's website at www.indiesemi.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description

99.1						Press release of the Registrant dated August 1 0 , 2023 announcing its results of operations for the se cond quarter ended June 30 , 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.


	INDIE SEMICONDUCTOR, INC.

August 10, 2023	By:	/s/ Thomas Schiller
		Name:	Thomas Schiller
		Title:	Chief Financial Officer & EVP of Strategy (Principal Financial Officer)

Exhibit 99.1

indie Semiconductor Exceeds Q2 2023 Growth Expectations

•Delivers Q2 Revenue of $52.1M, up 102% YoY and 29% Sequentially

•Expands Non-GAAP Gross Margin 363 Basis Points YoY to 52.2%

•Secures Large Program Win at Bosch

•Guides Q3 2023 Revenue up 100% YoY and 15% Sequentially to a $240M Annualized Run-rate

•Reiterates Plan to Reach Non-GAAP Operating Income in Q4 and More Than Double Revenue in 2023

ALISO VIEJO, Calif. – August 10, 2023 – indie Semiconductor, Inc. (Nasdaq: INDI), an Autotech solutions innovator, today announced Q2 results for the period ended June 30, 2023. Second quarter revenue was up 102 percent from the same period a year ago and 29 percent sequentially to a record $52.1 million, at the higher end of the Company’s guidance range and slightly ahead of consensus estimates. Non-GAAP gross margin expanded 363 basis points year-over-year to 52.2 percent and was also better than guidance. On a GAAP basis, second quarter 2023 operating loss was $40.7 million compared to $30.0 million a year ago. Non-GAAP operating loss for the second quarter of 2023 was $16.3 million, versus $17.0 million during the same period last year, reflecting deeper R&D and SG&A investments yet a 35 percentage point improvement in operating margin.

“We once again delivered revenue and gross margin ahead of expectations in the second quarter of 2023, putting us on pace to more than double indie’s business base for a third year in a row,” said Donald McClymont, indie’s co-founder and chief executive officer. “Our steep growth trajectory reflects design win momentum across ADAS, user experience and electric vehicle applications. indie is increasingly well positioned to capitalize on these triple megatrends and the resulting $48 billion Autotech market opportunity, backed by our highly innovative semiconductor and software portfolio, targeted acquisitions, more than 400 patents and applications worldwide as well as engagements across all leading global automotive OEMs.”

Business Highlights

•Captured occupant monitoring program win at Bosch, initially in support of Toyota including Lexus

•Ramped highly integrated smartphone vehicle access and driving authorization solutions with Marquardt

•Launched breakthrough automotive wireless power charging system-on-chip

•Entered strategic technology partnership with SiLC Technologies to deliver world-class FMCW LiDAR solutions

•Released first ESG report highlighting adherence to environmental sustainability, social commitments and disciplined corporate governance

Q3 2023 Outlook

We provide guidance on a non-GAAP basis only because certain information necessary to reconcile such results and guidance to GAAP is difficult to estimate and dependent on future events outside of our control and, therefore, is not available without unreasonable efforts. Please refer to the attached Discussion Regarding the Use of Non-GAAP Financial Measures in this press release for a further discussion of our use of non-GAAP measures.

“Based on strong order flow and the depth of our design win pipeline, we plan to continue to deliver outsized top line growth over the forecast horizon, towards our 60 percent gross and 30 percent operating margin target model,” said Thomas Schiller, indie’s chief financial officer and executive vice president of strategy. “In the meantime, for the third quarter of 2023, we intend to scale into a $240 million annualized revenue run-rate, up 100 percent year-over-year and 15 percent sequentially as well as up more than 10-fold versus our 2020 revenue level, with further non-GAAP gross margin improvement, yielding a narrower operating loss. Perhaps most importantly, we remain on

track to achieve non-GAAP operating income in the fourth quarter of this year, driven by sustained sales growth, gross margin expansion and operating expense leverage.”

indie’s Q2 2023 Conference Call

indie Semiconductor will host a conference call with analysts to discuss its second quarter 2023 results and business outlook today at 5:00 p.m. Eastern time. To listen to the conference call via the Internet, please go to the Financials tab on the Investors page of indie’s website. To listen to the conference call via telephone, please call (877) 451-6152 (domestic) or (201) 389-0879 (international), Conference ID: 13739919.

A replay of the conference call will be available beginning at 9:00 p.m. Eastern time on August 10, 2023 until 11:59 p.m. Eastern time on August 24, 2023 under the Financials tab on the Investors page of indie’s website, or by calling (844) 512-2921 (domestic) or (412) 317-6671 (international), Replay Pin Number: 13739919.

About indie

indie is empowering the Autotech revolution with next generation automotive semiconductors and software platforms. We focus on developing innovative, high-performance and energy-efficient technology for ADAS, user experience and electrification applications. Our mixed-signal SoCs enable edge sensors spanning Radar, LiDAR, Ultrasound, and Computer Vision, while our embedded system control, power management and interfacing solutions transform the in-cabin experience and accelerate increasingly automated and electrified vehicles. We are an approved vendor to Tier 1 partners and our solutions can be found in marquee automotive OEMs worldwide. Headquartered in Aliso Viejo, CA, indie has design centers and regional support offices across the United States, Canada, Argentina, Scotland, England, Germany, Hungary, Morocco, Israel, Japan, South Korea and China.

Please visit us at www.indiesemi.com to learn more.

Safe Harbor Statement

This communication contains “forward-looking statements” (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects, including expectations regarding our guidance for top line growth, annualized run-rate, non-GAAP financial metrics such as gross and operating margin, operating income (loss), operating expenses, and our belief that we are on track to reach non-GAAP operating income in the fourth quarter 2023, and our ability to gain design win momentum across ADAS, vehicle electrification and user experience applications and capitalize on these growing trends and the resulting $48 billion Autotech market opportunity. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. In addition to the factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 28, 2023 and in our other public reports filed with the SEC (including those identified under “Risk Factors” therein), the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets; our reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; competitive products and pricing pressures; our ability to win competitive bid selection processes and achieve additional design wins; the impact of recent acquisitions made and any other acquisitions we may make, including our ability to successfully integrate acquired businesses and risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; our ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; trade restrictions and trade tensions; and political or economic instability in our target markets. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements.

Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.

Media Inquiries

media@indiesemi.com

Investor Relations

ir@indiesemi.com

#indieSemi_Earnings

INDIE SEMICONDUCTOR, INC.

PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Revenue:
Product revenue	$	45,455	$	20,452	$	79,108	$	38,538
Contract revenue	6,653		5,303		13,452		9,216
Total revenue	52,108		25,755		92,560		47,754
Operating expenses:
Cost of goods sold	32,127		15,178		56,183		29,370
Research and development	42,069		28,467		78,632		57,966
Selling, general, and administrative	18,637		12,085		35,451		24,727
Total operating expenses	92,833		55,730		170,266		112,063
Loss from operations	(40,725)		(29,975)		(77,706)		(64,309)
Other income (expense), net:
Interest income	1,870		175		4,289		208
Interest expense	(2,144)		(267)		(4,292)		(325)
Gain (loss) from change in fair value of warrants	25,046		20,301		(22,286)		67,654
Gain from change in fair value of contingent considerations and acquisition-related holdbacks	2,303		3,584		673		3,667

Other income (expense)	429		9		429		(21)
Total other income (expense), net	27,504		23,802		(21,187)		71,183
Net income (loss) before income taxes	(13,221)		(6,173)		(98,893)		6,874
Income tax benefit (expense)	(342)		869		3,364		1,528
Net income (loss)	(13,563)		(5,304)		(95,529)		8,402
Less: Net income (loss) attributable to noncontrolling interest	(436)		(1,070)		(9,656)		1,803
Net income (loss) attributable to indie Semiconductor, Inc.	$	(13,127)	$	(4,234)	$	(85,873)	$	6,599

Net income (loss) attributable to common shares — basic	$	(13,127)	$	(4,234)	$	(85,873)	$	6,599
Net income (loss) attributable to common shares — diluted	$	(13,127)	$	(4,234)	$	(85,873)	$	6,599

Net income (loss) per share attributable to common shares — basic	$	(0.09)	$	(0.04)	$	(0.63)	$	0.06
Net income (loss) per share attributable to common shares — diluted	$	(0.09)	$	(0.04)	$	(0.63)	$	0.04

Weighted average common shares outstanding — basic	141,973,731		116,983,265		136,760,936		114,102,308
Weighted average common shares outstanding — diluted	141,973,731		116,983,265		136,760,936		150,740,655

INDIE SEMICONDUCTOR, INC.

PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)


	June 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	180,660	$	321,629
Restricted cash	—		250
Accounts receivable, net	34,904		26,441
Inventory, net	40,871		13,256
Prepaid expenses and other current assets	23,081		12,290
Total current assets	279,516		373,866
Property and equipment, net	22,390		15,829
Intangible assets, net	181,438		63,117
Goodwill	281,772		136,463
Operating lease right-of-use assets	11,862		12,055
Other assets and deposits	3,863		2,021
Total assets	$	780,841	$	603,351

Liabilities and stockholders' equity
Accounts payable	$	16,997	$	14,186
Accrued payroll liabilities	10,976		11,541
Accrued expenses and other current liabilities	63,069		13,159
Intangible asset contract liability	9,419		9,377
Current debt obligations	3,659		15,700
Total current liabilities	104,120		63,963
Long-term debt, net of current portion	156,213		155,699
Warrant liability	67,684		45,398

Intangible asset contract liability, net of current portion	—		4,177
Deferred tax liabilities, non-current	10,768		7,823
Operating lease liability, non-current	9,461		10,115
Other long-term liabilities	47,396		1,844
Total liabilities	$	395,642	$	289,019
Commitments and contingencies
Stockholders' equity
Preferred stock	$	—	$	—
Class A common stock	14		13
Class V common stock	2		2
Additional paid-in capital	725,461		568,564
Accumulated deficit	(329,689)		(243,816)
Accumulated other comprehensive loss	(9,513)		(11,951)
indie's stockholders' equity	386,275		312,812
Noncontrolling interest	(1,076)		1,520
Total stockholders' equity	385,199		314,332
Total liabilities and stockholders' equity	$	780,841	$	603,351

INDIE SEMICONDUCTOR, INC.

RECONCILIATION OF PRELIMINARY NON-GAAP MEASURES TO GAAP

(Unaudited)

GAAP refers to financial information presented in accordance with U.S. Generally Accepted Accounting Principles. This announcement includes non-GAAP financial measures, as defined in Regulation G promulgated by the Securities and Exchange Commission. We believe that our presentation of non-GAAP financial measures provides useful supplementary information to investors. The presentation of non-GAAP financial measures is not meant to be considered in isolation from or as a substitute for results prepared in accordance with GAAP.

The reconciliations of our preliminary GAAP to non-GAAP measures are as follows (in thousands, except share and per share amounts):


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Computation of non-GAAP gross margin:
GAAP revenue	$	52,108		$	25,755		$	92,560		$	47,754
GAAP cost of goods sold	32,127			15,178			56,183			29,370
Acquisition-related expenses	(7,165)			(1,920)			(11,832)			(4,542)
Share-based compensation	(68)			(13)			(136)			(13)
Non-GAAP gross profit	$	27,214		$	12,510		$	48,345		$	22,939
Non-GAAP gross margin	52.2		%	48.6		%	52.2		%	48.0		%


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Computation of non-GAAP operating loss:
GAAP loss from operations	$	(40,725)	$	(29,975)	$	(77,706)	$	(64,309)
Acquisition-related expenses	11,107		4,222		19,663		9,673
Share-based compensation	13,292		8,767		24,918		21,182
Non-GAAP operating loss	$	(16,326)	$	(16,986)	$	(33,125)	$	(33,454)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Computation of non-GAAP net loss:
GAAP Net income (loss)	$	(13,563)	$	(5,304)	$	(95,529)	$	8,402
Acquisition-related expenses	11,107		4,222		19,663		9,673
Share-based compensation	13,292		8,767		24,918		21,182
(Gain) loss from change in fair value of warrants	(25,046)		(20,301)		22,286		(67,654)
Gain from change in fair value of contingent considerations and acquisition-related holdbacks	(2,303)		(3,584)		(673)		(3,667)

Other income	(429)		—		(429)		—
Non-cash interest expense	240		150		499		150
Income taxes (benefits) expense	342		(869)		(3,364)		(1,528)
Non-GAAP net loss	$	(16,360)	$	(16,919)	$	(32,629)	$	(33,442)


	Three Months Ended June 30, 2023
Computation of non-GAAP share count:
Weighted Average Class A common stock - Basic	141,973,731
Weighted Average Class V common stock - Basic	19,520,734
Escrow Shares	1,725,000
TeraXion Unexercised Options	929,089


Non-GAAP share count	164,148,554

Non-GAAP net loss	$	(16,360)
Non-GAAP net loss per share	$	(0.10)

Discussion Regarding the Use of Non-GAAP Financial Measures

Our earnings release contains some or all of the following financial measures that have not been calculated in accordance with United States Generally Accepted Accounting Principles (“GAAP”): (i) non-GAAP gross profit and gross margin, (ii) non-GAAP operating loss, (iii) non-GAAP net loss, (iv) non-GAAP share count and (v) non-GAAP net loss per share. As set forth in the tables above, we derive such non-GAAP financial measures by excluding certain expenses and other items from the respective GAAP financial measure that is most directly comparable to each non-GAAP financial measure. Management may use these non-GAAP financial measures to, amongst other things, evaluate operating performance and compare it against past periods or against peer companies, make operating decisions, forecast for future periods and to determine payments under compensation programs. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and competitors more difficult, obscure trends in ongoing operations or improve management’s ability to forecast future periods.

We provide investors with non-GAAP gross profit and gross margin, non-GAAP operating loss, non-GAAP net loss and non-GAAP net loss per share because we believe it is important for investors to be able to closely monitor and understand changes in our ability to generate income from ongoing business operations. We believe these non-GAAP financial measures give investors an additional method to evaluate historical operating performance and identify trends, an additional means of evaluating period-over-period operating performance and a method to facilitate certain comparisons of our operating results to those of our peer companies. We further believe these non-GAAP financial measures allow investors to assess the overall financial performance of our ongoing operations by eliminating the impact of (i) acquisition-related expenses (including acquisition-related professional fees and legal expenses, deemed compensation expense, amortization of acquisition-related intangibles and certain license rights, and expenses recognized in relation to changes in contingent consideration obligations), (ii) gains or losses recognized in relation to changes in the fair value of warrants, contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (iii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (iv) share-based compensation, and (v) income tax benefit (expenses). We believe that disclosing these non-GAAP financial measures contributes to enhanced financial reporting transparency and provides investors with added clarity about complex financial performance measures.

We do not report a GAAP measure of gross profit or gross margin because certain costs related to contract revenues are expensed as incurred and included in research and development expenses, and not in cost of sales, as it is not practicable for us to bifurcate these expenses. We derive and reconcile non-GAAP gross profit from the most relevant GAAP financial measures by subtracting GAAP cost of sales, adjusted for acquisition-related expenses and share-based compensation, from GAAP revenue. We calculate non-GAAP operating loss by excluding from GAAP operating loss, any (i) acquisition-related expenses (including acquisition-related professional fees and legal expenses, deemed compensation expense, amortization of acquisition-related intangibles and expenses recognized in relation to changes in contingent consideration obligations) and share-based compensation. We calculate non-GAAP

net loss by excluding from GAAP net income (loss), any (i) acquisition-related expenses (including acquisition-related professional fees and legal expenses, deemed compensation expense, and amortization of acquisition-related intangibles and certain license rights, and expenses recognized in relation to changes in contingent consideration obligations), (ii) gains or losses recognized in relation to change in the fair value of warrants, contingent considerations issued by indie and acquisition-related holdbacks, (iii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (iv) share-based compensation, and (v) income tax benefit (expense). We calculate non-GAAP share count by adding (i) weighted average Class A common stock, (ii) weighted average Class V common stock, (iii) Escrow Shares and (iv) vested but unexercised options issued as part of the TeraXion acquisition. Non-GAAP net loss per share is calculated by non-GAAP loss divided by non-GAAP share count.

We exclude the items identified above from the respective non-GAAP financial measure referenced above for the reasons set forth with respect to each such excluded item below:

Acquisition-related expenses - including such items as, when applicable, amortization of acquired intangible assets and certain license rights, fair value charges incurred upon the sale of acquired inventory, and acquisition-related professional fees and legal expenses because they are not considered by management in making operating decisions and we believe that such expenses do not have a direct correlation to our future business operations and thereby including such charges do not necessarily reflect the performance of our ongoing operations for the period in which such charges or reversals are incurred.

Share-based compensation - related to the non-cash compensation expense associated with equity awards granted to our employees and employer tax related to employee stock transactions. These expenses are not considered by management in making operating decisions and such expenses do not have a direct correlation to our future business operations.

Gain (loss) from change in fair values - because these adjustments (1) are not considered by management in making operating decisions, (2) are not directly controlled by management, (3) do not necessarily reflect the performance of our ongoing operations for the period in which such charges are recognized and (4) cannot make comparisons between peer company performance less reliable.

Non-cash interest expense - related to the amortization of debt discounts and issuance costs because (1) these expenses are not considered by management in making decision with respect to financing decisions, and (2) these generally reflect non-cash costs.

Income tax benefit (expense) - related to the estimated income tax benefit (expense) that does not result in a current period tax refunds (payments).

The non-GAAP financial measures presented should not be considered in isolation and are not an alternative for the respective GAAP financial measure that is most directly comparable to each such non-GAAP financial measure. Investors are cautioned against placing undue reliance on these non-GAAP financial measures and are urged to review and consider carefully the adjustments made by management to the most directly comparable GAAP financial measures to arrive at these non-GAAP financial measures. Non-GAAP financial measures may have limited value as analytical tools because they may exclude certain expenses that some investors consider important in evaluating our operating performance or ongoing business performance. Further, non-GAAP financial measures are likely to have limited value for purposes of drawing comparisons between companies as a result of different companies potentially calculating similarly titled non-GAAP financial measures in different ways because non-GAAP measures are not based on any comprehensive set of accounting rules or principles.

To the extent our disclosures contain forward-looking estimates of non-GAAP financial measures, these measures are provided to investors on a prospective basis for the same reasons (set forth above) we provide them to investors on a historical basis. We are generally unable to provide a reconciliation of our forward-looking non-GAAP measures because certain information needed to make a reasonable forward-looking estimate of such non-GAAP measures are difficult to predict and estimate and is often dependent on future events that may be uncertain or outside of our control and, therefore, is not available without unreasonable efforts. Such events may include unanticipated changes in our GAAP effective tax rate, unanticipated one-time charges related to asset impairments (fixed assets, inventory, intangibles, or goodwill), unanticipated acquisition-related expenses, unanticipated

settlements, gains, losses and impairments and other unanticipated items not reflective of ongoing operations. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact.

v3.23.2

Cover

Aug. 10, 2023

Document Information [Line Items]

Document Type 8-K

Document Period End Date Aug. 10, 2023

Entity Registrant Name INDIE SEMICONDUCTOR, INC.

Entity Incorporation, State or Country Code DE

Entity File Number 001-40481

Entity Tax Identification Number 87-0913788

Entity Address, Address Line One 32 Journey

Entity Address, City or Town Aliso Viejo

Entity Address, State or Province CA

Entity Address, Postal Zip Code 92656

City Area Code 949

Local Phone Number 608-0854

Written Communications false

Soliciting Material false

Pre-commencement Tender Offer false

Pre-commencement Issuer Tender Offer false

Entity Emerging Growth Company true

Entity Ex Transition Period false

Entity Central Index Key 0001841925

Amendment Flag false

Common Stock

Document Information [Line Items]

Title of 12(b) Security Class A common stock, par value $0.0001 per share

Trading Symbol INDI

Security Exchange Name NASDAQ

Warrants

Document Information [Line Items]

Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share

Trading Symbol INDIW

Security Exchange Name NASDAQ

Cover	Aug. 10, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 10, 2023
Entity Registrant Name	INDIE SEMICONDUCTOR, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40481
Entity Tax Identification Number	87-0913788
Entity Address, Address Line One	32 Journey
Entity Address, City or Town	Aliso Viejo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92656
City Area Code	949
Local Phone Number	608-0854
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001841925
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	INDI
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share
Trading Symbol	INDIW
Security Exchange Name	NASDAQ

{
 "instance": {
  "indi-20230810.htm": {
   "axisCustom": 0,
   "axisStandard": 1,
   "baseTaxonomies": {
    "http://xbrl.sec.gov/dei/2023": 26
   },
   "contextCount": 3,
   "dts": {
    "definitionLink": {
     "local": [
      "indi-20230810_def.xml"
     ]
    },
    "inline": {
     "local": [
      "indi-20230810.htm"
     ]
    },
    "labelLink": {
     "local": [
      "indi-20230810_lab.xml"
     ]
    },
    "presentationLink": {
     "local": [
      "indi-20230810_pre.xml"
     ]
    },
    "schema": {
     "local": [
      "indi-20230810.xsd"
     ],
     "remote": [
      "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd",
      "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd",
      "http://www.xbrl.org/2003/xl-2003-12-31.xsd",
      "http://www.xbrl.org/2003/xlink-2003-12-31.xsd",
      "http://www.xbrl.org/2005/xbrldt-2005.xsd",
      "http://www.xbrl.org/2006/ref-2006-02-27.xsd",
      "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd",
      "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd",
      "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd",
      "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd",
      "https://www.xbrl.org/dtr/type/2022-03-31/types.xsd",
      "https://xbrl.fasb.org/srt/2023/elts/srt-2023.xsd",
      "https://xbrl.fasb.org/srt/2023/elts/srt-roles-2023.xsd",
      "https://xbrl.fasb.org/srt/2023/elts/srt-types-2023.xsd",
      "https://xbrl.fasb.org/us-gaap/2023/elts/us-gaap-2023.xsd",
      "https://xbrl.fasb.org/us-gaap/2023/elts/us-roles-2023.xsd",
      "https://xbrl.fasb.org/us-gaap/2023/elts/us-types-2023.xsd",
      "https://xbrl.sec.gov/country/2023/country-2023.xsd",
      "https://xbrl.sec.gov/dei/2023/dei-2023.xsd"
     ]
    }
   },
   "elementCount": 30,
   "entityCount": 1,
   "hidden": {
    "http://xbrl.sec.gov/dei/2023": 2,
    "total": 2
   },
   "keyCustom": 0,
   "keyStandard": 23,
   "memberCustom": 1,
   "memberStandard": 1,
   "nsprefix": "indi",
   "nsuri": "http://www.indiesemi.com/20230810",
   "report": {
    "R1": {
     "firstAnchor": {
      "ancestors": [
       "span",
       "div",
       "body",
       "html"
      ],
      "baseRef": "indi-20230810.htm",
      "contextRef": "c-1",
      "decimals": null,
      "first": true,
      "lang": "en-US",
      "name": "dei:DocumentType",
      "reportCount": 1,
      "unique": true,
      "unitRef": null,
      "xsiNil": "false"
     },
     "groupType": "document",
     "isDefault": "true",
     "longName": "0000001 - Document - Cover",
     "menuCat": "Cover",
     "order": "1",
     "role": "http://www.indiesemi.com/role/Cover",
     "shortName": "Cover",
     "subGroupType": "",
     "uniqueAnchor": {
      "ancestors": [
       "span",
       "div",
       "body",
       "html"
      ],
      "baseRef": "indi-20230810.htm",
      "contextRef": "c-1",
      "decimals": null,
      "first": true,
      "lang": "en-US",
      "name": "dei:DocumentType",
      "reportCount": 1,
      "unique": true,
      "unitRef": null,
      "xsiNil": "false"
     }
    }
   },
   "segmentCount": 2,
   "tag": {
    "dei_AmendmentFlag": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.",
        "label": "Amendment Flag",
        "terseLabel": "Amendment Flag"
       }
      }
     },
     "localname": "AmendmentFlag",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "booleanItemType"
    },
    "dei_CityAreaCode": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Area code of city",
        "label": "City Area Code",
        "terseLabel": "City Area Code"
       }
      }
     },
     "localname": "CityAreaCode",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "normalizedStringItemType"
    },
    "dei_CoverAbstract": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Cover page.",
        "label": "Cover [Abstract]"
       }
      }
     },
     "localname": "CoverAbstract",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "xbrltype": "stringItemType"
    },
    "dei_DocumentInformationLineItems": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
        "label": "Document Information [Line Items]",
        "terseLabel": "Document Information [Line Items]"
       }
      }
     },
     "localname": "DocumentInformationLineItems",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "stringItemType"
    },
    "dei_DocumentInformationTable": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package.",
        "label": "Document Information [Table]",
        "terseLabel": "Document Information [Table]"
       }
      }
     },
     "localname": "DocumentInformationTable",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "stringItemType"
    },
    "dei_DocumentPeriodEndDate": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period.  The format of the date is YYYY-MM-DD.",
        "label": "Document Period End Date",
        "terseLabel": "Document Period End Date"
       }
      }
     },
     "localname": "DocumentPeriodEndDate",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "dateItemType"
    },
    "dei_DocumentType": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.",
        "label": "Document Type",
        "terseLabel": "Document Type"
       }
      }
     },
     "localname": "DocumentType",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "submissionTypeItemType"
    },
    "dei_EntityAddressAddressLine1": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Address Line 1 such as Attn, Building Name, Street Name",
        "label": "Entity Address, Address Line One",
        "terseLabel": "Entity Address, Address Line One"
       }
      }
     },
     "localname": "EntityAddressAddressLine1",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "normalizedStringItemType"
    },
    "dei_EntityAddressCityOrTown": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Name of the City or Town",
        "label": "Entity Address, City or Town",
        "terseLabel": "Entity Address, City or Town"
       }
      }
     },
     "localname": "EntityAddressCityOrTown",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "normalizedStringItemType"
    },
    "dei_EntityAddressPostalZipCode": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Code for the postal or zip code",
        "label": "Entity Address, Postal Zip Code",
        "terseLabel": "Entity Address, Postal Zip Code"
       }
      }
     },
     "localname": "EntityAddressPostalZipCode",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "normalizedStringItemType"
    },
    "dei_EntityAddressStateOrProvince": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Name of the state or province.",
        "label": "Entity Address, State or Province",
        "terseLabel": "Entity Address, State or Province"
       }
      }
     },
     "localname": "EntityAddressStateOrProvince",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "stateOrProvinceItemType"
    },
    "dei_EntityCentralIndexKey": {
     "auth_ref": [
      "r1"
     ],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.",
        "label": "Entity Central Index Key",
        "terseLabel": "Entity Central Index Key"
       }
      }
     },
     "localname": "EntityCentralIndexKey",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "centralIndexKeyItemType"
    },
    "dei_EntityEmergingGrowthCompany": {
     "auth_ref": [
      "r1"
     ],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Indicate if registrant meets the emerging growth company criteria.",
        "label": "Entity Emerging Growth Company",
        "terseLabel": "Entity Emerging Growth Company"
       }
      }
     },
     "localname": "EntityEmergingGrowthCompany",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "booleanItemType"
    },
    "dei_EntityExTransitionPeriod": {
     "auth_ref": [
      "r7"
     ],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.",
        "label": "Entity Ex Transition Period",
        "terseLabel": "Entity Ex Transition Period"
       }
      }
     },
     "localname": "EntityExTransitionPeriod",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "booleanItemType"
    },
    "dei_EntityFileNumber": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.",
        "label": "Entity File Number",
        "terseLabel": "Entity File Number"
       }
      }
     },
     "localname": "EntityFileNumber",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "fileNumberItemType"
    },
    "dei_EntityIncorporationStateCountryCode": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Two-character EDGAR code representing the state or country of incorporation.",
        "label": "Entity Incorporation, State or Country Code",
        "terseLabel": "Entity Incorporation, State or Country Code"
       }
      }
     },
     "localname": "EntityIncorporationStateCountryCode",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "edgarStateCountryItemType"
    },
    "dei_EntityRegistrantName": {
     "auth_ref": [
      "r1"
     ],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.",
        "label": "Entity Registrant Name",
        "terseLabel": "Entity Registrant Name"
       }
      }
     },
     "localname": "EntityRegistrantName",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "normalizedStringItemType"
    },
    "dei_EntityTaxIdentificationNumber": {
     "auth_ref": [
      "r1"
     ],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.",
        "label": "Entity Tax Identification Number",
        "terseLabel": "Entity Tax Identification Number"
       }
      }
     },
     "localname": "EntityTaxIdentificationNumber",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "employerIdItemType"
    },
    "dei_LocalPhoneNumber": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Local phone number for entity.",
        "label": "Local Phone Number",
        "terseLabel": "Local Phone Number"
       }
      }
     },
     "localname": "LocalPhoneNumber",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "normalizedStringItemType"
    },
    "dei_PreCommencementIssuerTenderOffer": {
     "auth_ref": [
      "r3"
     ],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.",
        "label": "Pre-commencement Issuer Tender Offer",
        "terseLabel": "Pre-commencement Issuer Tender Offer"
       }
      }
     },
     "localname": "PreCommencementIssuerTenderOffer",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "booleanItemType"
    },
    "dei_PreCommencementTenderOffer": {
     "auth_ref": [
      "r4"
     ],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.",
        "label": "Pre-commencement Tender Offer",
        "terseLabel": "Pre-commencement Tender Offer"
       }
      }
     },
     "localname": "PreCommencementTenderOffer",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "booleanItemType"
    },
    "dei_Security12bTitle": {
     "auth_ref": [
      "r0"
     ],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Title of a 12(b) registered security.",
        "label": "Title of 12(b) Security",
        "terseLabel": "Title of 12(b) Security"
       }
      }
     },
     "localname": "Security12bTitle",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "securityTitleItemType"
    },
    "dei_SecurityExchangeName": {
     "auth_ref": [
      "r2"
     ],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Name of the Exchange on which a security is registered.",
        "label": "Security Exchange Name",
        "terseLabel": "Security Exchange Name"
       }
      }
     },
     "localname": "SecurityExchangeName",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "edgarExchangeCodeItemType"
    },
    "dei_SolicitingMaterial": {
     "auth_ref": [
      "r5"
     ],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.",
        "label": "Soliciting Material",
        "terseLabel": "Soliciting Material"
       }
      }
     },
     "localname": "SolicitingMaterial",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "booleanItemType"
    },
    "dei_TradingSymbol": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Trading symbol of an instrument as listed on an exchange.",
        "label": "Trading Symbol",
        "terseLabel": "Trading Symbol"
       }
      }
     },
     "localname": "TradingSymbol",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "tradingSymbolItemType"
    },
    "dei_WrittenCommunications": {
     "auth_ref": [
      "r6"
     ],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.",
        "label": "Written Communications",
        "terseLabel": "Written Communications"
       }
      }
     },
     "localname": "WrittenCommunications",
     "nsuri": "http://xbrl.sec.gov/dei/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "booleanItemType"
    },
    "indi_WarrantsMember": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "documentation": "Warrants",
        "label": "Warrants [Member]",
        "terseLabel": "Warrants"
       }
      }
     },
     "localname": "WarrantsMember",
     "nsuri": "http://www.indiesemi.com/20230810",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "domainItemType"
    },
    "us-gaap_ClassOfStockDomain": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "label": "Class of Stock [Domain]",
        "terseLabel": "Class of Stock [Domain]"
       }
      }
     },
     "localname": "ClassOfStockDomain",
     "nsuri": "http://fasb.org/us-gaap/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "domainItemType"
    },
    "us-gaap_CommonStockMember": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "label": "Common Stock [Member]",
        "terseLabel": "Common Stock"
       }
      }
     },
     "localname": "CommonStockMember",
     "nsuri": "http://fasb.org/us-gaap/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "domainItemType"
    },
    "us-gaap_StatementClassOfStockAxis": {
     "auth_ref": [],
     "lang": {
      "en-us": {
       "role": {
        "label": "Class of Stock [Axis]",
        "terseLabel": "Class of Stock [Axis]"
       }
      }
     },
     "localname": "StatementClassOfStockAxis",
     "nsuri": "http://fasb.org/us-gaap/2023",
     "presentation": [
      "http://www.indiesemi.com/role/Cover"
     ],
     "xbrltype": "stringItemType"
    }
   },
   "unitCount": 0
  }
 },
 "std_ref": {
  "r0": {
   "Name": "Exchange Act",
   "Number": "240",
   "Publisher": "SEC",
   "Section": "12",
   "Subsection": "b",
   "role": "http://www.xbrl.org/2003/role/presentationRef"
  },
  "r1": {
   "Name": "Exchange Act",
   "Number": "240",
   "Publisher": "SEC",
   "Section": "12",
   "Subsection": "b-2",
   "role": "http://www.xbrl.org/2003/role/presentationRef"
  },
  "r2": {
   "Name": "Exchange Act",
   "Number": "240",
   "Publisher": "SEC",
   "Section": "12",
   "Subsection": "d1-1",
   "role": "http://www.xbrl.org/2003/role/presentationRef"
  },
  "r3": {
   "Name": "Exchange Act",
   "Number": "240",
   "Publisher": "SEC",
   "Section": "13e",
   "Subsection": "4c",
   "role": "http://www.xbrl.org/2003/role/presentationRef"
  },
  "r4": {
   "Name": "Exchange Act",
   "Number": "240",
   "Publisher": "SEC",
   "Section": "14d",
   "Subsection": "2b",
   "role": "http://www.xbrl.org/2003/role/presentationRef"
  },
  "r5": {
   "Name": "Exchange Act",
   "Number": "240",
   "Publisher": "SEC",
   "Section": "14a",
   "Subsection": "12",
   "role": "http://www.xbrl.org/2003/role/presentationRef"
  },
  "r6": {
   "Name": "Securities Act",
   "Number": "230",
   "Publisher": "SEC",
   "Section": "425",
   "role": "http://www.xbrl.org/2003/role/presentationRef"
  },
  "r7": {
   "Name": "Securities Act",
   "Number": "7A",
   "Publisher": "SEC",
   "Section": "B",
   "Subsection": "2",
   "role": "http://www.xbrl.org/2003/role/presentationRef"
  }
 },
 "version": "2.2"
}