Document and Entity Information
Document and Entity Information | 11 Months Ended |
Dec. 31, 2020 | |
Cover page. | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Butterfly Network, Inc. |
Entity Central Index Key | 0001804176 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 158,599 |
Prepaid expenses | 159,476 |
Total Current Assets | 318,075 |
Cash and held to maturity securities held in Trust Account | 414,333,909 |
Total Assets | 414,651,984 |
Current liabilities | |
Accounts payable and accrued expenses | 2,789,052 |
Income taxes payable | 14,632 |
Total Current Liabilities | 2,803,684 |
Deferred underwriting fee payable | 14,490,000 |
Total Liabilities | 17,293,684 |
Commitments and contingencies | |
Class A common stock, $0.0001 par value, 39,235,829 shares subject to possible redemption at $10.00 per share | 392,358,290 |
Stockholders' Equity | |
Additional paid-in capital | 8,453,607 |
Accumulated deficit | (3,454,848) |
Total Stockholders' Equity | 5,000,010 |
Total Liabilities and Stockholders' Equity | 414,651,984 |
Class A Common Stock [Member] | |
Stockholders' Equity | |
Common stock | 216 |
Class B Common Stock [Member] | |
Stockholders' Equity | |
Common stock | $ 1,035 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock subject to possible redemption price per share (in dollars per share) | $ / shares | 10 |
Stockholders' Equity | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Class A Common Stock [Member] | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
Common stock, subject to possible redemption (in shares) | 39,235,829 |
Stockholders' Equity | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 |
Common stock, shares issued (in shares) | 2,164,171 |
Common stock, shares outstanding (in shares) | 2,164,171 |
Class A Common Stock [Member] | Common Stock [Member] | |
Stockholders' Equity | |
Common stock, shares outstanding (in shares) | 2,164,171 |
Class B Common Stock [Member] | |
Stockholders' Equity | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 20,000,000 |
Common stock, shares issued (in shares) | 10,350,000 |
Common stock, shares outstanding (in shares) | 10,350,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS | 11 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
Loss from operations | ||
Formation and operating costs | $ 3,774,125 | |
Loss from operations | (3,774,125) | |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 355,909 | |
Loss before provision for income taxes | (3,418,216) | |
Provision for income taxes | (36,632) | |
Net loss | $ (3,454,848) | |
Weighted average shares outstanding, basic and diluted (in shares) | shares | 9,839,969 | |
Basic and diluted net income (loss) per common share (in dollars per share) | $ / shares | $ (0.37) | |
Class A Common Stock [Member] | ||
Other income: | ||
Weighted average shares outstanding, basic and diluted (in shares) | shares | 40,948,182 | |
Non Redeemable Class B Common Stock [Member] | ||
Other income: | ||
Weighted average shares outstanding, basic and diluted (in shares) | shares | 9,839,969 | [1] |
Basic and diluted net income (loss) per common share (in dollars per share) | $ / shares | $ (0.37) | |
[1] | On May 20, 2020, the Company effected a stock dividend of 1,725,000 shares with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 10,350,000 Founder Shares (see Note 5). |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - Class B Common Stock [Member] - Founder Shares [Member] | May 20, 2020shares |
Earnings Per Share, Basic and Diluted [Abstract] | |
Stock dividend issued (in shares) | 1,725,000 |
Shares issued (in shares) | 10,350,000 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | |
Ending balance at Dec. 31, 2020 | $ 216 | $ 1,035 | $ 8,453,607 | $ (3,454,848) | $ 5,000,010 | |
Ending balance (in shares) at Dec. 31, 2020 | 10,350,000 | |||||
Beginning balance at Feb. 03, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |
Beginning balance (in shares) at Feb. 03, 2020 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B common stock to initial stockholders | [1] | $ 1,035 | 23,965 | 25,000 | ||
Issuance of Class B common stock to initial stockholders (in shares) | [1] | 10,350,000 | ||||
Sale of 41,400,000 Units, net of offering costs | $ 4,140 | 390,504,008 | 390,508,148 | |||
Sale of 41,400,000 Units, net of offering costs (in shares) | 41,400,000 | |||||
Sale of 6,853,333 Private Placement Units | 10,280,000 | 10,280,000 | ||||
Common stock subject to possible redemption | $ (3,924) | (392,354,366) | (392,358,290) | |||
Common stock subject to possible redemption (in shares) | (39,235,829) | |||||
Net loss | (3,454,848) | (3,454,848) | ||||
Ending balance at Dec. 31, 2020 | $ 216 | $ 1,035 | $ 8,453,607 | $ (3,454,848) | $ 5,000,010 | |
Ending balance (in shares) at Dec. 31, 2020 | 10,350,000 | |||||
[1] | On May 20, 2020, the Company effected a stock dividend of 1,725,000 shares with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 10,350,000 Founder Shares (see Note 5). |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (parenthetical) | 11 Months Ended |
Dec. 31, 2020shares | |
Initial Public Offering [Member] | |
Stockholders' Equity | |
Units issued (in shares) | 41,400,000 |
Private Placement Warrants [Member] | |
Stockholders' Equity | |
Warrants issued (in shares) | 6,853,333 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (3,454,848) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (355,909) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (159,476) |
Accounts payable and accrued expenses | 2,789,052 |
Income taxes payable | 14,632 |
Net cash used in operating activities | (1,166,549) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (414,000,000) |
Cash withdrawn from Trust Account to pay taxes | 22,000 |
Net cash used in investing activities | (413,978,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 405,720,000 |
Proceeds from sale of Private Placement Warrants | 10,280,000 |
Proceeds from promissory note - related party | 191,000 |
Repayment from promissory note - related party | (191,000) |
Payment of offering costs | (721,852) |
Net cash provided by financing activities | 415,303,148 |
Net Change in Cash | 158,599 |
Cash - End of period | 158,599 |
Supplementary cash flow information: | |
Cash paid for income taxes | 22,000 |
Non-Cash financing activities: | |
Initial classification of Class A common stock subject to possible redemption | 395,812,140 |
Change in value of Class A common stock subject to possible redemption | (3,453,850) |
Deferred underwriting fee payable | $ 14,490,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 11 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Butterfly Network, Inc., formerly known as Longview Acquisition Corp. (the “Company” or “Longview”) was incorporated in Delaware on February 4, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Business Combination On February 12, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of November 19, 2020 (the “Business Combination Agreement”), by and among Longview, Clay Merger Sub, Inc., a Delaware corporation incorporated on November 12, 2020 (“Merger Sub”), and Butterfly Network, Inc., a Delaware corporation (“Legacy Butterfly”). Immediately upon the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”, and such completion, the “Closing”), Merger Sub merged with and into Legacy Butterfly, with Legacy Butterfly surviving the business combination as a wholly-owned subsidiary of Longview (the “Merger”). In connection with the Transactions, Longview changed its name to “Butterfly Network, Inc.” and Legacy Butterfly changed its name to “BFLY Operations, Inc.” The Merger is accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Longview will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of Legacy Butterfly issuing stock for the net assets of Longview, accompanied by a recapitalization. The net assets of Longview will be stated at historical cost, with no goodwill or other intangible assets recorded. As a result of the Business Combination, each share of Longview Class B common stock that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was converted, on a one-for-one basis, into a share of the Company’s Class A common stock. The Business Combination had no effect on the Longview Class A common stock that was issued and outstanding as of immediately prior to the Effective Time, which continues to remain outstanding. Pursuant to the Merger, at the Effective Time: · each share of Legacy Butterfly capital stock (other than the Legacy Butterfly Series A preferred stock) that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive 1.0383 shares of the Company’s Class A common stock, rounded down to the nearest whole number of shares; · each share of Legacy Butterfly Series A preferred stock that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive 1.0383 shares of the Company’s Class B common stock, rounded down to the nearest whole number of shares; · each option to purchase shares of Legacy Butterfly common stock, whether vested or unvested, that was outstanding and unexercised as of immediately prior to the Effective Time was assumed by the Company and became an option (vested or unvested, as applicable) to purchase a number of shares of the Company’s Class A common stock equal to the number of shares of Legacy Butterfly common stock subject to such option immediately prior to the Effective Time multiplied by 1.0383, rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by 1.0383 and rounded up to the nearest whole cent; · each Legacy Butterfly restricted stock unit outstanding immediately prior to the Effective Time was assumed by the Company and became a restricted stock unit with respect to a number of shares of the Company’s Class A common stock, rounded to the nearest whole share, equal to the number of shares of Legacy Butterfly common stock subject to such Legacy Butterfly restricted stock unit immediately prior to the Effective Time multiplied by 1.0383; and · the principal amount plus accrued but unpaid interest, if any, on the Legacy Butterfly convertible notes outstanding as of immediately prior to the Effective Time was automatically canceled and converted into the right to receive shares of the Company’s Class A common stock, with such shares of the Company’s Class A common stock calculated by dividing the outstanding principal plus accrued interest, if any, of each Legacy Butterfly convertible note by $10.00, rounded down to the nearest whole number of shares. In addition, on February 12, 2021, Longview filed the Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective simultaneously with the Effective Time. As a consequence of filing the Restated Certificate, the Company adopted a dual class structure, comprised of the Company’s Class A common stock, which is entitled to one vote per share, and the Company’s Class B common stock, which is entitled to 20 votes per share. The Company’s Class B common stock has the same economic terms as the Company’s Class A common stock, but is subject to a “sunset” provision if Jonathan M. Rothberg, Ph.D., the founder of Legacy Butterfly and Chairman of the Company (“Dr. Rothberg”), and other permitted holders of the Company’s Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of the Company’s Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Company’s Class B common stock) collectively held by Dr. Rothberg and permitted transferees of the Company’s Class B common stock as of the Effective Time. As previously disclosed, in connection with the execution of the Business Combination Agreement, on November 19, 2020, Longview, Glenview Capital Management, LLC (“Glenview”) and certain entities affiliated with Glenview (together, the “Forward Purchasers”) entered into an amendment to its existing forward purchase agreement, dated May 20, 2020 (as amended, the “Amended Forward Purchase Agreement”), pursuant to which the Forward Purchasers agreed to purchase from Longview an aggregate number of shares of Longview Class A common stock, at a purchase price of $10.00 per share, equal to the value of $75 million minus the aggregate proceeds that would otherwise be released to Longview from the Trust Account in connection with the Closing (after considering any redemptions of shares of Longview Class A common stock in connection with the Business Combination) (the “Forward Purchase”). The total maximum number of shares of Longview Class A common stock that could be issued in connection with the Forward Purchase immediately prior to the Closing was 7,500,000. In connection with the Closing, no shares of Class A common stock were issued in the Forward Purchase. In addition, concurrently with the execution of the Business Combination Agreement, on November 19, 2020, Longview entered into subscription agreements (the “Subscription Agreements”) with certain institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, immediately prior to the Closing, an aggregate of 17,500,000 shares of Longview Class A common stock at a purchase price of $10.00 per share (the “PIPE Financing”). The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing was approximately 164,862,472, comprising: · 95,633,661 shares of the Company’s Class A common stock issued to Legacy Butterfly stockholders (other than certain holders of Legacy Butterfly Series A preferred stock) and holders of Legacy Butterfly convertible notes in the Merger; · 17,500,000 shares of the Company’s Class A common stock issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Financing; · 10,350,000 shares of the Company’s Class A common stock issued to holders of shares of Longview Class B common stock outstanding at the Effective Time; and · 41,378,811 shares of Longview Class A common stock outstanding at the Effective Time. The total number of shares of the Company’s Class B common stock issued at the Closing was approximately 26,426,937. Dr. Rothberg holds approximately 76.2% of the combined voting power of the Company. Accordingly, Dr. Rothberg and his permitted transferees control the Company and the Company is a controlled company within the meaning of the corporate governance standards of the New York Stock Exchange (the “NYSE”). Business Prior to the Business Combination All activity through December 31, 2020 related to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a business combination, and activities in connection with the proposed acquisition of Legacy Butterfly. The registration statements for the Company’s Initial Public Offering became effective on May 20, 2020. On May 26, 2020, the Company consummated the Initial Public Offering of 36,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $360,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,133,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Longview Investors LLC (the “Sponsor”), generating gross proceeds of $9,200,000, which is described in Note 4. Following the closing of the Initial Public Offering on May 26, 2020, an amount of $360,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a business combination; (ii) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a business combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) the distribution of the Trust Account, as described below. On June 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company consummated the sale of an additional 4,000,000 Units at $10.00 per Unit, generating additional gross proceeds of $40,000,000. Simultaneously with the partial exercise of the over-allotment option, the Company sold an additional 533,333 Private Placement Warrants, at a purchase price of $1.50 per Private Placement Warrant, generating total gross proceeds of $800,000. A total of $40,000,000 of net proceeds were deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $400,000,000. On June 26, 2020, the Company consummated the sale of an additional 1,400,000 Units at a price of $10.00 per Unit upon receiving notice of the underwriters’ election to exercise their remaining over-allotment option, generating additional gross proceeds of $14,000,000. Simultaneously with the exercise of the remaining over-allotment option, the Company sold an additional 186,667 Private Placement Warrants, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $280,000. A total of $14,000,000 of net proceeds were deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $414,000,000. Transaction costs amounted to $23,491,852, consisting of $8,280,000 of underwriting fees (excluding the deferred portion), $14,490,000 of deferred underwriting fees and $721,852 of other offering costs. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 11 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, the 39,235,829 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $23,491,852 were charged to stockholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and as part of the Private Placement Warrants to purchase 20,653,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account less income and franchise taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From February 4, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 355,909 Income and Franchise Tax (218,103) Net Earnings $ 137,806 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 40,948,182 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,454,848) Redeemable Net Earnings (137,806) Non-Redeemable Net Loss $ (3,592,654) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 9,839,969 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (0.37) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 11 Months Ended |
Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on May 26, 2020, the Company sold 36,000,000 Units to the underwriters. On June 9, 2020, the Company sold an additional 4,000,000 Units sold to the underwriters upon the underwriters’ election to partially exercise their over-allotment option at a purchase price of $10.00 per Unit. On June 26, 2020, in connection with the underwriters’ election to exercise their remaining over-allotment option, the Company sold an additional 1,400,000 Units at price of $10.00 per Unit. Each Unit consisted of one share of Class A common stock and one-third of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 6,133,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,200,000. On June 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 533,333 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $800,000. On June 26, 2020, in connection with the underwriters’ election to exercise their remaining over-allotment option, the Company sold an additional 186,667 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $280,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering to be held in the Trust Account. If the Company did not complete a business combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the proceeds from the sale of the Private Placement Warrants held in the Trust Account would be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants would expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 11 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In February 2020, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In April 2020, the Sponsor transferred 25,000 Founder Shares to each of the Company’s director nominees, for a total amount of 75,000 Founder Shares transferred. On May 20, 2020, the Company effected a stock dividend of 1,725,000 shares with respect to the Class B common stock, resulting in the initial stockholders holding an aggregate of 10,350,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares will automatically convert into shares of Class A common stock at the time of a business combination, on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Founder Shares included an aggregate of up to 1,350,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on June 9, 2020 and their election to exercise their remaining over-allotment option on June 26, 2020, the 1,350,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a business combination and (B) subsequent to a business combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a business combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party On February 12, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the consummation of the Initial Public Offering. As of May 26, 2020, there was $191,000 outstanding under the Promissory Note, of which such amount was repaid on May 27, 2020. Related Party Loans In addition, in order to finance transaction costs in connection with a business combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates was entitled to, but was not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post business combination entity. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, no Working Capital Loans were outstanding. Administrative Support Agreement The Company entered into an agreement whereby, commencing on May 26, 2020 through the earlier of the Company’s consummation of a business combination or its liquidation, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, administrative and support services. For the period from February 4, 2020 (inception) through December 31, 2020, the Company incurred and paid $70,000 in fees for these services. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 11 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or results of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on May 26, 2020, holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. This registration rights agreement was amended and restated in connection with the closing of the Business Combination on February 12, 2021. Underwriting Agreement In connection with the closing of the Initial Public Offering and the over-allotment options, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $8,280,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. The deferred fee of $14,490,000 was paid upon the closing of the Business Combination. The Company will keep deferred underwriting commissions classified as a long term liability due to the uncertain nature of the closing of the business combination that existed at the balance sheet date and its encumbrance to the Trust Account. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 11 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — As of December 31, 2020, the Company was authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — As of December 31, 2020, the Company was authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 2,164,171 shares of Class A common stock issued and outstanding, excluding 39,235,829 shares of Class A common stock subject to possible redemption. Class B Common Stock — As of December 31, 2020, the Company was authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2020, there were 10,350,000 shares of Class B common stock issued and outstanding. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a business combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a business combination, including pursuant to a specified future issuance (which does not include the forward purchase shares described in the prospectus), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a business combination (net of the number of shares of Class A common stock redeemed in connection with a business combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a business combination and any Private Placement Warrants issued to the Sponsor, an affiliate of the Sponsor or any of the Company’s officers or directors and any forward purchase shares. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a business combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a business combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company has agreed to use its best efforts to cause the same to become effective within 60 business days following a business combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the Public Warrants: · in whole and not in part; · at a price of $0.01 per warrant; · upon not less than 30 days’ prior written notice of redemption, or the 30‑day redemption period, to each warrant holder; and · if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class common stock equals or exceeds $10.00 — Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Public Warrants: · in whole and not in part; · at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock; · upon a minimum of 30 days’ prior written notice of redemption; · if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and · if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30‑day period after the written notice of redemption is given. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a business combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAX
INCOME TAX | 11 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
INCOME TAX | NOTE 8. INCOME TAX The Company did not have any significant deferred tax assets or liabilities as of December 31, 2020. The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ — Organizational costs/Startup expenses 754,457 Total deferred tax asset 754,457 Valuation allowance (754,457) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ 36,632 Deferred (754,457) State Current $ — Deferred — Change in valuation allowance 754,457 Income tax provision $ 36,632 As of December 31, 2020, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 4, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $754,457. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (22.0) % Income tax provision (1.0) % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 11 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $711 in cash, $414,279,198 in U.S. Treasury securities and $54,000 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2020, the Company withdrew $22,000 of interest earned on the Trust Account to pay for its franchise and income tax obligations. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Amortized Gross Holding Held-To-Maturity Level Cost Gain Fair Value U.S. Treasury Securities (Matured on 1/19/2021) 1 $ 414,279,198 $ 7,516 $ 414,286,714 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2020 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 54,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 11 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 11, 2021, Longview issued an unsecured promissory note (the “Note”) in the principal amount of up to $2,000,000 to the Sponsor, which principal amount can be drawn down from time to time in increments of no less than $10,000. The Note bore interest at a rate of 6.00% per annum, compounded annually and computed on the basis of the 360-day year, and was repayable in full upon consummation of the Company’s initial business combination. In the event of termination of the Business Combination Agreement pursuant to Section 7.1 of the Business Combination Agreement, (i) penalty interest shall accrue at an increased rate equal to 12.00% per annum, and (ii) prior to the repayment of amounts outstanding under the Note, the Sponsor was entitled to elect to convert any unpaid balance of the Note in whole or in part into warrants (the “Conversion Warrants”) equal to the principal amount of the Note so converted divided by $1.50. The terms of any such Conversion Warrants would be identical to the terms of the Private Placement Warrants. The Note was subject to customary events of default, the occurrence of which would automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. Prior to the completion of the Business combination, the Company drew down on the loan and it was repaid as part of the closing of the Business Combination. As described in Note 1, the Company completed the Business Combination on February 12, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 11 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, the 39,235,829 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $23,491,852 were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and as part of the Private Placement Warrants to purchase 20,653,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account less income and franchise taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From February 4, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 355,909 Income and Franchise Tax (218,103) Net Earnings $ 137,806 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 40,948,182 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,454,848) Redeemable Net Earnings (137,806) Non-Redeemable Net Loss $ (3,592,654) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 9,839,969 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (0.37) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From February 4, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 355,909 Income and Franchise Tax (218,103) Net Earnings $ 137,806 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 40,948,182 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,454,848) Redeemable Net Earnings (137,806) Non-Redeemable Net Loss $ (3,592,654) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 9,839,969 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (0.37) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
Schedule of Company's net deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ — Organizational costs/Startup expenses 754,457 Total deferred tax asset 754,457 Valuation allowance (754,457) Deferred tax asset, net of allowance $ — |
Schedule of components of income tax provision | The income tax provision consists of the following: December 31, 2020 Federal Current $ 36,632 Deferred (754,457) State Current $ — Deferred — Change in valuation allowance 754,457 Income tax provision $ 36,632 |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (22.0) % Income tax provision (1.0) % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
Schedule of gross holding gains and fair value of held-to-maturity securities | The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Amortized Gross Holding Held-To-Maturity Level Cost Gain Fair Value U.S. Treasury Securities (Matured on 1/19/2021) 1 $ 414,279,198 $ 7,516 $ 414,286,714 |
Schedule of company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2020 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 54,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Feb. 12, 2021USD ($)Vote$ / sharesshares | Jun. 26, 2020USD ($)$ / sharesshares | Jun. 09, 2020USD ($)$ / sharesshares | May 26, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares |
Proceeds from Issuance of Equity [Abstract] | |||||
Net proceeds deposited in Trust Account | $ | $ 414,000,000 | ||||
Aggregate proceeds held in Trust Account | $ | $ 414,000,000 | $ 400,000,000 | 414,333,909 | ||
Transaction costs | $ | 23,491,852 | ||||
Underwriting fees | $ | 8,280,000 | ||||
Deferred underwriting fees | $ | 14,490,000 | ||||
Other costs | $ | $ 721,852 | ||||
Options | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Conversion ratio to receive shares upon merger | 1.0383 | ||||
Conversion ratio to receive shares upon exercise of option | 1.0383 | ||||
Private Placement Warrants [Member] | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Units issued (in shares) | shares | 186,667 | 533,333 | 6,133,333 | ||
Purchase price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | ||
Gross proceeds from issuance of warrants | $ | $ 280,000 | $ 800,000 | $ 9,200,000 | ||
Initial Public Offering [Member] | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Units issued (in shares) | shares | 41,400,000 | ||||
Gross proceeds from initial public offering | $ | 360,000,000 | ||||
Net proceeds from initial public offering | $ | $ 360,000,000 | ||||
Net proceeds from initial public offering and private placement per unit (in dollars per share) | $ / shares | $ 10 | ||||
Initial Public Offering [Member] | Public Shares [Member] | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Units issued (in shares) | shares | 36,000,000 | ||||
Over-Allotment Option [Member] | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Units issued (in shares) | shares | 1,400,000 | 4,000,000 | |||
Purchase price | $ / shares | $ 10 | $ 10 | |||
Gross proceeds from initial public offering | $ | $ 14,000,000 | $ 40,000,000 | |||
Net proceeds deposited in Trust Account | $ | $ 14,000,000 | $ 40,000,000 | |||
Class A Common Stock [Member] | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Stock conversion basis at time of business combination | 1 | ||||
Conversion of principal amount plus accrued interest into shares upon merger | $ / shares | $ 10 | ||||
Number of votes | Vote | 1 | ||||
Shares outstanding prior to business combination | shares | 164,862,472 | ||||
Class A Common Stock [Member] | Forward purchase agreement | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Purchase price | $ / shares | $ 10 | ||||
Forward purchase agreement, Maximum value of shares purchased | $ | $ 75,000,000 | ||||
Forward purchase agreement, maximum number of shares | shares | 7,500,000 | ||||
Class A Common Stock [Member] | Legacy Longview Acquisition Corp | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Stock conversion basis at time of business combination | 1 | ||||
Shares outstanding prior to business combination | shares | 10,350,000 | ||||
Class A Common Stock [Member] | Legacy Butterfly Network Inc | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Conversion ratio to receive shares upon merger | 1.0383 | ||||
Class A Common Stock [Member] | Legacy butterfly stockholders | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Shares outstanding prior to business combination | shares | 95,633,661 | ||||
Class A Common Stock [Member] | Longview stock holders | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Shares outstanding prior to business combination | shares | 41,378,811 | ||||
Class A Common Stock [Member] | PIPE Investment | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Purchase price | $ / shares | $ 10 | ||||
Subscription agreement, shares issued to PIPE investors | shares | 17,500,000 | ||||
Shares outstanding prior to business combination | shares | 17,500,000 | ||||
Class B Common Stock [Member] | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Number of votes | Vote | 20 | ||||
Percentage of shares cease to own upon recapitalization | 20.00% | ||||
Shares issued upon closing of business combination | shares | 26,426,937 | ||||
Class B Common Stock [Member] | Legacy Butterfly Network Inc | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Conversion ratio to receive shares upon merger | 1.0383 | ||||
Class B Common Stock [Member] | Dr.Rothberg | |||||
Proceeds from Issuance of Equity [Abstract] | |||||
Percentage of equity interest held | 76.20% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 11 Months Ended |
Dec. 31, 2020USD ($)shares | |
Offering Costs [Abstract] | |
Offering costs related to IPO | $ 23,491,852 |
Unrecognized tax benefits | 0 |
Accrued interest and penalties | 0 |
Federal Depository Insurance Coverage | $ 250,000 |
Class A Common Stock [Member] | |
Net Loss Per Share | |
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 20,653,333 |
Common stock, subject to possible redemption (in shares) | shares | 39,235,829 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Redeemable Class A Common Stock - (Details) | 11 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Interest income | $ 355,909 |
Income and Franchise Tax | (218,103) |
Net Earnings | $ 137,806 |
Denominator: Weighted Average Redeemable Class A Common Stock | |
Redeemable Class A Common Stock, Basic and Diluted | shares | 40,948,182 |
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ / shares | $ 0 |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net Loss | $ (3,454,848) |
Redeemable Net Earnings | (137,806) |
Non-Redeemable Net Loss | $ (3,592,654) |
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | |
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) | shares | 9,839,969 |
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock | $ / shares | $ (0.37) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jun. 26, 2020 | Jun. 09, 2020 | May 26, 2020 | Dec. 31, 2020 |
Initial Public Offering [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 41,400,000 | |||
Initial Public Offering [Member] | Public Shares [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 36,000,000 | |||
Initial Public Offering [Member] | Public Warrant [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities called by each unit (in shares) | 0.33 | |||
Exercise price of warrant (in dollars per share) | $ 11.50 | |||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities called by each unit (in shares) | 1 | |||
Number of securities called by each warrant (in shares) | 1 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 1,400,000 | 4,000,000 | ||
Unit price (in dollars per share) | $ 10 | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement [Member] - USD ($) | Jun. 26, 2020 | Jun. 09, 2020 | May 26, 2020 | Dec. 31, 2020 |
Private Placement Warrants [Abstract] | ||||
Units issued (in shares) | 186,667 | 533,333 | 6,133,333 | |
Share price (in dollars per share) | $ 1.50 | $ 1.50 | $ 1.50 | |
Gross proceeds from issuance of warrants | $ 280,000 | $ 800,000 | $ 9,200,000 | |
Class A Common Stock [Member] | ||||
Private Placement Warrants [Abstract] | ||||
Number of securities called by each warrant (in shares) | 1 | |||
Warrants exercise price (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | May 20, 2020shares | Apr. 30, 2020shares | Feb. 29, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 26, 2020shares |
Founder Shares [Abstract] | |||||
Proceeds from issuance of stock | $ | $ 25,000 | ||||
Class A Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Common stock, shares outstanding (in shares) | 2,164,171 | ||||
Stock conversion basis at time of business combination | 1 | ||||
Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Common stock, shares outstanding (in shares) | 10,350,000 | ||||
Founder Shares [Member] | Class A Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Stock conversion basis at time of business combination | 1 | ||||
Stock price trigger to transfer, assign or sell any shares of the company, after completion of business combination (in dollars per share) | $ / shares | $ 12 | ||||
Number of trading days | 20 days | ||||
Trading day threshold period | 30 days | ||||
Threshold period after initial business combination | 150 days | ||||
Threshold period not to to transfer, assign or sell any shares of the company, after completion of business combination | 1 year | ||||
Founder Shares [Member] | Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Shares issued (in shares) | 10,350,000 | ||||
Number of shares transferred | 75,000 | ||||
Number of shares with respect to which stock dividend is effected | 1,725,000 | ||||
Common stock, shares outstanding (in shares) | 10,350,000 | ||||
Number of shares subject to forfeiture (in shares) | 1,350,000 | ||||
Ownership interest, as converted percentage | 20.00% | ||||
Number of shares no longer subject to forfeiture (in shares) | 1,350,000 | ||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Shares issued (in shares) | 8,625,000 | ||||
Proceeds from issuance of stock | $ | $ 25,000 | ||||
Founder Shares [Member] | Directors [Member] | Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Number of shares transferred | 25,000 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note, Administrative Support Agreement and Related Party Loans (Details) - USD ($) | May 26, 2020 | Feb. 12, 2020 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | |||
Repayment of debt to related party | $ 191,000 | ||
Sponsor [Member] | Promissory Note [Member] | |||
Related Party Transactions [Abstract] | |||
Repayment of debt to related party | $ 191,000 | ||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | |||
Related Party Transactions [Abstract] | |||
Related party transaction | $ 300,000 | ||
Sponsor [Member] | Administrative Support Agreement [Member] | |||
Related Party Transactions [Abstract] | |||
Monthly related party fee | $ 10,000 | ||
Related party expense | 70,000 | ||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | |||
Related Party Transactions [Abstract] | |||
Loans outstanding | 0 | ||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member] | |||
Related Party Transactions [Abstract] | |||
Maximum loans converted into warrants | $ 2,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 11 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Underwriting Agreement | |
Underwriting fee discount (in dollars per share) | $ / shares | $ 0.20 |
Underwriting expense | $ | $ 8,280,000 |
Deferred underwriting discount (in dollars per share) | $ / shares | $ 0.35 |
Deferred underwriting fees | $ | $ 14,490,000 |
STOCKHOLDERS' EQUITY, Preferred
STOCKHOLDERS' EQUITY, Preferred Stock and Common Stock (Details) | 11 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stockholders' Equity [Abstract] | |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Class A Common Stock [Member] | |
Stockholders' Equity [Abstract] | |
Common stock, shares authorized (in shares) | 200,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Voting right per share | one |
Common stock, shares issued (in shares) | 2,164,171 |
Common stock, shares outstanding (in shares) | 2,164,171 |
Common stock, subject to possible redemption (in shares) | 39,235,829 |
Stock conversion basis at time of business combination | 1 |
Class B Common Stock [Member] | |
Stockholders' Equity [Abstract] | |
Common stock, shares authorized (in shares) | 20,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued (in shares) | 10,350,000 |
Common stock, shares outstanding (in shares) | 10,350,000 |
Stock conversion percentage threshold | 20.00% |
STOCKHOLDERS' EQUITY, Warrants
STOCKHOLDERS' EQUITY, Warrants (Details) | 11 Months Ended |
Dec. 31, 2020$ / shares | |
Warrants [Abstract] | |
Period to exercise warrants during public offerings | 12 months |
Period to exercise warrants during business combination | 30 days |
Number of days to file registration statement | 15 days |
Period for registration statement to become effective | 60 days |
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price | 115.00% |
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price | 180.00% |
Private Placement [Member] | |
Warrants [Abstract] | |
Limitation period to transfer, assign or sell warrants | 30 days |
Warrants Redemption, Common Stock Price Equals or Exceeds $18.00 [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Notice period to redeem warrants | 30 days |
Redemption period | 30 days |
Number of trading days | 20 days |
Trading day threshold period | 30 days |
Warrants Redemption, Common Stock Price Equals or Exceeds $10.00 [Member] | |
Warrants [Abstract] | |
Period Only To Redeem Outstanding Warrants After Warrants Become Exercisable | 90 days |
Warrant redemption price (in dollars per share) | $ 0.10 |
Notice period to redeem warrants | 30 days |
Redemption period | 30 days |
Class A Common Stock [Member] | |
Warrants [Abstract] | |
Additional shares issued with the closing of business combination (in dollars per share) | $ 9.20 |
Class A Common Stock [Member] | Warrants Redemption, Common Stock Price Equals or Exceeds $18.00 [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | 18 |
Class A Common Stock [Member] | Warrants Redemption, Common Stock Price Equals or Exceeds $10.00 [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 10 |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (Details) | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Net operating loss carryforward | $ 0 |
Organizational costs/Startup expenses | 754,457 |
Total deferred tax assets | 754,457 |
Valuation allowance | (754,457) |
Deferred tax asset, net of allowance | $ 0 |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Current | $ 36,632 |
Deferred | (754,457) |
State | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 754,457 |
Income tax provision | $ 36,632 |
INCOME TAX - Effective tax rate
INCOME TAX - Effective tax rate Reconciliation (Details) | 11 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | (22.00%) |
Income tax benefit | (1.00%) |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Details) | 11 Months Ended |
Dec. 31, 2020USD ($) | |
INCOME TAX | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (754,457) |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 11 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Securities, Held-to-maturity [Abstract] | ||
Cash withdrawn interest income from trust account | $ 22,000 | |
Cash | ||
Debt Securities, Held-to-maturity [Abstract] | ||
Assets held in trust account | 711 | |
U.S. Treasury Securities | ||
Debt Securities, Held-to-maturity [Abstract] | ||
Assets held in trust, investments | $ 414,279,198 | |
U.S. Treasury Securities | Level 1 | ||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | $ 414,279,198 | |
Gross Holding Gain | 7,516 | |
Fair Value | $ 414,286,714 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets measured at fair value on a recurring basis (Details) | Dec. 31, 2020USD ($) |
Recurring | U.S. Treasury Securities | Money market funds | Level 1 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Investments held in Trust Account | $ 54,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Sponsor [Member] - Subsequent Event [Member] | Jan. 11, 2021USD ($)$ / shares |
Debt instrument, face amount | $ 2,000,000 |
Debt instrument, interest rate, stated percentage | 6.00% |
Debt instrument number of days in a year considered for determination of interest | 360 days |
Debt instrument interest rate on default of payment | 12.00% |
Debt instrument, convertible, conversion price | $ / shares | $ 1.50 |
Minimum [Member] | |
Debt instrument repayment amount | $ 10,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Total Current Assets | $ 318,075 | |
Total Assets | 414,651,984 | |
Current liabilities: | ||
Total Current Liabilities | 2,803,684 | |
Total Liabilities | 17,293,684 | |
Commitments and contingencies (Note 17) | ||
Convertible preferred stock: | ||
Convertible preferred stock (Series A, B, C and D) $.0001 par value with an aggregate liquidation preference of $383,829; 103,242,914 shares authorized, issued and outstanding | 392,358,290 | |
Stockholders' deficit: | ||
Additional paid-in capital | 8,453,607 | |
Accumulated deficit | (3,454,848) | |
Total Stockholders' Equity | 5,000,010 | |
Total Liabilities and Stockholders' Equity | 414,651,984 | |
BFLY Operations Inc | ||
Current assets: | ||
Cash and cash equivalents | 60,206,000 | $ 90,002,000 |
Accounts receivable, net | 5,752,000 | 1,951,000 |
Inventories | 25,805,000 | 9,441,000 |
Current portion of vendor advances | 2,571,000 | 5,239,000 |
Prepaid expenses and other current assets | 2,960,000 | 1,793,000 |
Due from related parties | 38,000 | 829,000 |
Total Current Assets | 97,332,000 | 109,255,000 |
Property and equipment, net | 6,870,000 | 5,325,000 |
Non-current portion of vendor advances | 37,390,000 | 46,940,000 |
Other assets - related party | 1,661,000 | |
Other non-current assets | 5,599,000 | 1,956,000 |
Total Assets | 147,191,000 | 165,137,000 |
Current liabilities: | ||
Accounts payable | 16,400,000 | 5,168,000 |
Deferred revenue, current | 8,443,000 | 3,200,000 |
Due to related parties | 154,000 | 6,000 |
Accrued purchase commitments, current | 22,890,000 | |
Accrued expenses and other current liabilities | 21,808,000 | 6,951,000 |
Total Current Liabilities | 69,695,000 | 15,325,000 |
Deferred revenue, non-current | 2,790,000 | 587,000 |
Convertible debt | 49,528,000 | |
Loan payable | 4,366,000 | |
Accrued purchase commitments, non-current | 19,660,000 | |
Other non-current liabilities | 2,146,000 | 566,000 |
Total Liabilities | 148,185,000 | 16,478,000 |
Stockholders' deficit: | ||
Additional paid-in capital | 32,874,000 | 19,782,000 |
Accumulated deficit | (394,806,000) | (232,061,000) |
Total Stockholders' Equity | (361,931,000) | (212,278,000) |
Total Liabilities and Stockholders' Equity | 147,191,000 | 165,137,000 |
Convertible Preferred Stock | BFLY Operations Inc | ||
Convertible preferred stock: | ||
Convertible preferred stock (Series A, B, C and D) $.0001 par value with an aggregate liquidation preference of $383,829; 103,242,914 shares authorized, issued and outstanding | 360,937,000 | 360,937,000 |
Common Stock [Member] | BFLY Operations Inc | ||
Stockholders' deficit: | ||
Common stock | $ 1,000 | $ 1,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible preferred stock, par value | $ 0.0001 | |
BFLY Operations Inc | ||
Convertible preferred stock, shares authorized | 103,242,914 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Series A convertible preferred stock | BFLY Operations Inc | ||
Convertible preferred stock, shares authorized | 25,952,123 | |
Series B convertible preferred stock | BFLY Operations Inc | ||
Convertible preferred stock, shares authorized | 25,000,000 | |
Series C convertible preferred stock | BFLY Operations Inc | ||
Convertible preferred stock, shares authorized | 27,948,045 | |
Series D convertible preferred stock | BFLY Operations Inc | ||
Convertible preferred stock, shares authorized | 24,342,746 | |
Convertible Preferred Stock | BFLY Operations Inc | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, liquidation preference | $ 383,829 | $ 383,829 |
Convertible preferred stock, shares authorized | 103,242,914 | 103,242,914 |
Convertible preferred stock, shares issued | 103,242,914 | 103,242,914 |
Convertible preferred stock, shares outstanding | 103,242,914 | 103,242,914 |
Common Stock [Member] | BFLY Operations Inc | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 112,000,000 | 112,000,000 |
Common stock shares issued | 6,350,083 | 5,720,842 |
Common stock, shares outstanding | 6,350,083 | 5,720,842 |
Special-voting common stock | BFLY Operations Inc | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,952,123 | 25,952,123 |
Common stock shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OP_3
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
BFLY Operations Inc | ||
Revenue: | ||
Total revenue | $ 46,252,000 | $ 27,583,000 |
Cost of revenue: | ||
Total cost of revenue | 107,475,000 | 48,478,000 |
Gross margin | (61,223,000) | (20,895,000) |
Operating expenses: | ||
Research and development | 49,738,000 | 48,934,000 |
Sales and marketing | 26,263,000 | 14,282,000 |
General and administrative | 24,395,000 | 18,185,000 |
Total operating expenses | 100,396,000 | 81,401,000 |
Loss from operations | (161,619,000) | (102,296,000) |
Interest income | 285,000 | 2,695,000 |
Interest expense | (1,141,000) | |
Other income (expense), net | (231,000) | (96,000) |
Loss before provision for income taxes | (162,706,000) | (99,697,000) |
Provision for income taxes | 39,000 | |
Net loss | $ (162,745,000) | $ (99,697,000) |
Net loss per common share attributable to common stockholders, basic and diluted | $ (27.90) | $ (17.73) |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 5,833,164 | 5,622,752 |
Product | BFLY Operations Inc | ||
Revenue: | ||
Total revenue | $ 38,347,000 | $ 25,081,000 |
Cost of revenue: | ||
Total cost of revenue | 106,407,000 | 47,857,000 |
Subscription | BFLY Operations Inc | ||
Revenue: | ||
Total revenue | 7,905,000 | 2,502,000 |
Cost of revenue: | ||
Total cost of revenue | $ 1,068,000 | $ 621,000 |
CONSOLIDATED STATEMENTS OF OP_4
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
BFLY Operations Inc | ||
Losses on purchase commitments | $ 60.1 | $ 9.5 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member]BFLY Operations Inc | Additional Paid-in Capital [Member]BFLY Operations Inc | Additional Paid-in Capital [Member] | Accumulated Deficit [Member]BFLY Operations Inc | Accumulated Deficit [Member] | Convertible Preferred StockBFLY Operations Inc | BFLY Operations Inc | Total |
Convertible Preferred Stock, Balance at beginning of year at Dec. 31, 2018 | $ 360,937,000 | |||||||
Convertible Preferred Stock, Balance at beginning of year (in shares) at Dec. 31, 2018 | 103,242,914 | |||||||
Convertible Preferred Stock, Balance at end of year at Dec. 31, 2019 | $ 360,937,000 | |||||||
Convertible Preferred Stock, Balance at end of year (in shares) at Dec. 31, 2019 | 103,242,914 | |||||||
Beginning balance at Dec. 31, 2018 | $ 1,000 | $ 13,420,000 | $ (132,364,000) | $ (118,943,000) | ||||
Balance at beginning of year (in shares) at Dec. 31, 2018 | 5,549,112 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (99,697,000) | (99,697,000) | ||||||
Common stock issued upon exercise of stock options | 324,000 | 324,000 | ||||||
Common stock issued upon exercise of stock options (in shares) | 171,730 | |||||||
Stock-based compensation expense | 6,038,000 | 6,038,000 | ||||||
Ending balance at Dec. 31, 2019 | $ 1,000 | 19,782,000 | (232,061,000) | (212,278,000) | ||||
Balance at end of year (in shares) at Dec. 31, 2019 | 5,720,842 | |||||||
Convertible Preferred Stock, Balance at end of year at Dec. 31, 2020 | $ 360,937,000 | $ 392,358,290 | ||||||
Convertible Preferred Stock, Balance at end of year (in shares) at Dec. 31, 2020 | 103,242,914 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (162,745,000) | (162,745,000) | ||||||
Common stock issued upon exercise of stock options | 2,009,000 | 2,009,000 | ||||||
Common stock issued upon exercise of stock options (in shares) | 629,241 | |||||||
Stock-based compensation expense | 11,083,000 | 11,083,000 | ||||||
Ending balance at Dec. 31, 2020 | $ 1,000 | 32,874,000 | $ 8,453,607 | (394,806,000) | $ (3,454,848) | (361,931,000) | 5,000,010 | |
Balance at end of year (in shares) at Dec. 31, 2020 | 6,350,083 | |||||||
Convertible Preferred Stock, Balance at end of year at Dec. 31, 2020 | $ 360,937,000 | 392,358,290 | ||||||
Convertible Preferred Stock, Balance at end of year (in shares) at Dec. 31, 2020 | 103,242,914 | |||||||
Beginning balance at Feb. 03, 2020 | 0 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (3,454,848) | (3,454,848) | ||||||
Ending balance at Dec. 31, 2020 | $ 1,000 | $ 32,874,000 | $ 8,453,607 | $ (394,806,000) | $ (3,454,848) | $ (361,931,000) | $ 5,000,010 | |
Balance at end of year (in shares) at Dec. 31, 2020 | 6,350,083 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in assets and liabilities: | |||
Net cash used in operating activities | $ (1,166,549) | ||
Cash flows from investing activities: | |||
Net cash used in investing activities | (413,978,000) | ||
Cash flows from financing activities: | |||
Stock issuance costs for Series D convertible preferred stock | (721,852) | ||
Net cash provided by financing activities | 415,303,148 | ||
Cash - End of period | 158,599 | $ 158,599 | |
BFLY Operations Inc | |||
Cash flows from operating activities: | |||
Net loss | (162,745,000) | $ (99,697,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,316,000 | 758,000 | |
Provision for bad debt | 576,000 | ||
Write-down of other assets - related party | 1,390,000 | ||
Write-down of vendor advance | 10,560,000 | 9,500,000 | |
Non-cash interest expense on convertible debt | 1,047,000 | ||
Write-down of inventories | 7,123,000 | 2,711,000 | |
Stock-based compensation expense | 11,004,000 | 6,038,000 | |
Changes in assets and liabilities: | |||
Accounts receivable | (4,377,000) | (1,195,000) | |
Inventories | (23,487,000) | (1,390,000) | |
Prepaid expenses and other current assets | (1,082,000) | (31,000) | |
Vendor advances | 1,658,000 | (48,488,000) | |
Due from related parties | 791,000 | 877,000 | |
Other assets - related party | 271,000 | 85,000 | |
Accounts payable | 11,175,000 | 2,549,000 | |
Deferred revenue | 7,446,000 | 3,497,000 | |
Due to related parties | 148,000 | (871,000) | |
Accrued purchase commitments | 42,550,000 | ||
Accrued expenses and other liabilities | 12,936,000 | 5,225,000 | |
Net cash used in operating activities | (81,700,000) | (120,432,000) | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (2,376,000) | (4,468,000) | |
Net cash used in investing activities | (2,376,000) | (4,468,000) | |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 2,038,000 | 324,000 | |
Proceeds from loan payable | 4,366,000 | ||
Proceeds from issuance of convertible debt | 50,000,000 | ||
Payments of deferred offering costs | (657,000) | ||
Payments of debt issuance costs | (1,467,000) | ||
Net cash provided by financing activities | 54,280,000 | 324,000 | |
Net (decrease) increase in cash and cash equivalents | (29,796,000) | (124,576,000) | |
Cash - Beginning of period | 90,002,000 | 214,578,000 | |
Cash - End of period | $ 60,206,000 | 60,206,000 | 90,002,000 |
Supplemental disclosure of non-cash investing and financing activities | |||
Purchase of property and equipment | 564,000 | $ 75,000 | |
Deferred offering costs and debt issuance costs | $ 3,106,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Organization and Description of Business | Note 1. Organization and Description of Business BFLY Operations, Inc. (formerly Butterfly Network, Inc., the “Company” or “Butterfly”) was incorporated as a Delaware corporation on January 25, 2011. The Company’s legal name became BFLY Operations, Inc. following the closing of the business combination discussed in Note 18 “Subsequent Events”. The Company is an innovative digital health business with a mission of democratizing healthcare by making medical imaging accessible to everyone around the world. Butterfly’s solution addresses the needs of point of care imaging with a unique combination of software and hardware technology. This hardware platform is combined with cloud-based software to provide image interpretation, content storage, and acquisition assistance to less-expert users worldwide. The Company’s cloud environment allows for telemedicine. The Company operates wholly-owned subsidiaries in Australia, Germany, Netherlands, the United Kingdom and Taiwan. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of BFLY Operations, Inc. (formerly Butterfly Network, Inc.) and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). All intercompany balances and transactions have been eliminated in consolidation. Certain items in the prior year’s consolidated financial statements have been reclassified to conform to the current year presentation reflected in the consolidated financial statements. COVID‑19 Outbreak The outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain, including those that result from new information that may emerge concerning COVID‑19, the actions taken to contain or treat COVID‑19 and the economic impacts of COVID-19. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19, the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. The Company has not incurred any significant impairment losses in the carrying values of its assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise the estimates reflected in its financial statements. Functional Currency The Company’s worldwide operations utilize the U.S. dollar ("USD") as the functional currency considering the significant dependency of each subsidiary on the Company. Subsidiary operations are financed through the funding received from the Company in USD. For foreign entities where the USD is the functional currency, all foreign currency-denominated monetary assets and liabilities are remeasured at end-of-period exchange rates. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in the Company’s operating results in the consolidated statements of operations and comprehensive loss. Going Concern In accordance with Accounting Standards Update (“ASU”) No. 2014‑15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205‑40) , the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. On February 12, 2021, the Company completed a business combination with Longview Acquisition Corp. (“Longview”), a Special Purpose Acquisition Company. As a result of the business combination, the Company received gross proceeds of approximately $589 million. As of March 29, 2021, the issuance date of the annual consolidated financial statements for the years ended December 31, 2020 and 2019, the Company expects that its cash and cash equivalents will be sufficient to fund the business through at least 12 months from the issuance of the consolidated financial statements. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. At December 31, 2020 and 2019, substantially all of the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2020 and 2019, no customer accounts for more than 10% of the Company’s accounts receivable. For the years end December 31, 2020 and 2019, no customer accounts for more than 10% of the total revenues. Segment Information The Company’s Chief Operating Decision Maker, its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable segment. All of the Company’s long-lived assets are located in the United States. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions include: · revenue recognition, including determination of the timing and pattern of satisfaction of performance obligations, determination of the standalone selling price (“SSP”) of performance obligations and estimation of variable consideration, such as product returns; · allowance for doubtful accounts; · assumptions underlying the warranty liability calculation; · measurement and allocation of capitalized costs, the net realizable value (the selling price as well as estimated costs of completion, disposal and transportation) of inventory, and demand and future use of inventory; · valuation allowances with respect to deferred tax assets; and · assumptions underlying the fair value used in calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers . Revenue is recognized when or as a customer obtains control of the promised goods and services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to in exchange for these goods and services. To achieve this core principle, the Company applies the following 5 steps: · Step 1: Identify Contracts with Customers: The Company’s contracts with customers typically occur either through eCommerce or through direct sales. The Company’s contracts with eCommerce customers are executed when the customer indicates that it has read and agrees to the terms and conditions of the purchase prior to purchasing the specific goods and services. The Company executes signed contracts with direct sales customers. The goods and services sold through the Company’s eCommerce platform require upfront payment for the goods and the services upon check-out. Direct sales typically have 30‑day payment terms, and multi-year software subscriptions typically require advance payment for each annual subscription period. · Step 2: Identify Performance Obligations: The Company’s contracts with customers often include multiple performance obligations. The Company has identified the following performance obligations in its contracts with customers: · Hardware devices · Hardware accessories · Maintenance and support for the software that is used in connection with the hardware devices, including the right to an unspecified number of software updates as and when available · Cloud-based software subscriptions, which represent an obligation to provide the customer with ongoing access to the Company’s hosted software applications on a continuous basis throughout the subscription period · Implementation and integration services · Extended warranties · Step 3: Determine Transaction Price: The Company’s contracts with customers include variable consideration in the form of refunds and credits for product returns and price concessions. The Company estimates variable consideration using the expected value method based on a portfolio of data from similar contracts. · Step 4: Allocate Transaction Price to Performance Obligations: The Company allocates transaction price to the performance obligations in a contract with a customer based on the relative standalone selling prices of the goods and services. For the cloud-based software subscriptions, which the Company sells to customers on a standalone basis (including renewals of subscriptions), the Company uses the observable standalone selling price, based on the price for which the Company sells these services to customers in standalone contracts, including contracts for renewals of subscriptions. The Company’s sales of hardware devices represent a bundled sale of a good and a service that includes two performance obligations, namely the unit of hardware device, and the support and maintenance of the software that is used in conjunction with the device, including a right for the customer to receive an unspecified number of software updates. The Company has an observable standalone selling price for the bundle and estimates the standalone selling price of the performance obligations within the bundle using estimation techniques that maximize the use of observable inputs. · Step 5: Recognize Revenue as Performance Obligations are Satisfied: Each unit of hardware devices and accessories is a performance obligation satisfied at a point in time, when control of the good transfers from the Company to the customer. The Company’s services, including the cloud-based software subscriptions, extended warranties, and support and maintenance, are stand-ready obligations that are satisfied over time by providing the customer with ongoing access to the Company’s resources. The Company uses the time elapsed (straight-line) measure of progress to recognize revenue as these performance obligations are satisfied evenly over the respective service period. The implementation and integration services are performance obligations satisfied over time, and the Company uses the costs incurred as inputs in the measure of progress to recognize revenue as it satisfies these performance obligations. Deferred Revenue Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described above and is reduced as the revenue recognition criteria are met. Deferred revenue is classified as current or non-current based on expected revenue recognition timing. Specifically, deferred revenue that will be recognized as revenue within the succeeding 12 month period is recorded as current, and the portion of deferred revenue where revenue is expected to be recognized beyond 12 months from the reporting date is recorded as non-current deferred revenue in the Company’s consolidated balance sheets. Warranties The Company offers a standard product warranty that its products will operate free of material defects and function in accordance with the standard specifications for a period of one year from when control is transferred to the customer. The Company evaluated the warranty liability under ASC Topic 606 and determined that it is an assurance type warranty. At the time revenue is recognized, an estimate of future warranty costs is recorded as a component of cost of revenue and as liability in accrued expenses. Factors that affect the warranty obligation include historical as well as current product failure rates, service delivery costs incurred in correcting product failures, and warranty policies and business practices. Cash and Cash Equivalents All highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents. At December 31, 2020 and 2019, cash and cash equivalents consist principally of cash and money market accounts. Trade Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. On a periodic basis, the Company evaluates accounts receivable estimated to be uncollectible and provides allowances for doubtful accounts as necessary. The Company estimates its allowance for doubtful accounts based on historical loss patterns and the number of days that billings are past due. The following table summarizes the allowance for doubtful accounts activity for the year ended December 31, 2020: (in thousands) Fair Value Allowance for doubtful accounts as of December 31, 2019 $ — Additions 576 Deductions – write offs — Allowance for doubtful accounts as of December 31, 2020 $ 576 Inventories Inventories primarily consist of raw materials, work in progress and finished goods which are purchased and held by the Company’s third-party contract manufacturers. Inventories are stated at the lower of actual cost, determined using the average cost method, or net realizable value. Cost includes all direct and indirect production costs to convert materials into a finished product. Net realizable value is based upon an estimated average selling price reduced by the estimated costs of completion, disposal and transportation. The determination of net realizable value involves certain judgments including estimating average selling prices. The Company reduces the value of inventory for estimated obsolescence or lack of marketability by the difference between the cost of the affected inventory and the net realizable value. The valuation of inventory also requires the Company to estimate excess and obsolete inventory. The Company considers new product development schedules, the effect that new products might have on the sale of existing products, product obsolescence and product merchantability, including whether older products can be re-manufactured into new products among other factors. Losses expected to arise from firm, non-cancelable and unhedged commitments for the future purchase of inventory items are recognized unless the losses are recoverable through firm sales contracts or other means. Other Assets – Related Party Other assets include prepaid advances which represent amounts paid to a related party to fund leasehold improvements and other capital expenditures. Refer to Note 14 “Related Party Transactions” for further discussion about the nature of the transactions. Security Deposits Security deposits represent amounts paid to third parties in relation to non-cancelable leases. Vendor Advances Vendor advances represent amounts paid to third party vendors for future services to be received related to production of the Company’s inventory. The classification current or non-current is based on the estimated timing of inventory delivery. Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining lease term or the estimated useful lives of related improvements. Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Software 3 years Machinery and equipment 3 – 5 years Furnitures and fixtures 5 – 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term Expenditures for major renewals and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation is eliminated from the balance sheet, and any resulting gains or losses are included in the statements of operations and comprehensive loss in the period of disposal. Capitalized Software Development Costs Costs to develop software internally for internal use are capitalized and recorded as capitalized software development costs on the consolidated balance sheets as a component of property and equipment, net. The Company capitalizes qualifying costs associated with internally-developed software incurred during the application development stage so long as management with the relevant authority authorizes the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs incurred during the preliminary project and post-implementation stages, including training and maintenance, are expensed as incurred. Capitalized costs are amortized on a project-by-project basis using the straight-line method over the estimated economic life of the application, which is three years, beginning when the asset is substantially ready for use. Amortization expense is classified in the consolidated statement of operations based upon the nature of the project. Deferred Offering Costs Offering costs, consisting of legal, accounting, printer and filing fees related to the Company’s business combination, are deferred and are offset against proceeds from the transaction upon the consummation of the business combination. In the event the transaction was terminated, all deferred offering costs would be expensed. Deferred offering costs capitalized as of December 31, 2020 and 2019 were $3.7 million and $0.0 million, respectively. Leases Leases are evaluated and classified as operating leases or capital leases for financial reporting purposes. Leases that meet one or more of the capital lease criteria under this guidance are recorded as capital leases. All other leases are recorded as operating leases. The Company does not have any capital leases as of December 31, 2020 or December 31, 2019. Rent expense related to the Company’s non-cancellable operating leases is recognized on a straight-line basis over the lease term. Deferred rent is recognized as the difference between the actual amount paid and the straight-line expense and is included in other liabilities in the accompanying consolidated balance sheets. The portion that is expected to be included in the statements of operations and comprehensive loss in the next 12 months is included in other current liabilities in the accompanying consolidated balance sheets. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable. Each impairment test is based on a comparison of the undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. An impairment was recorded during the year ended December 31, 2020 with regards to other assets. Refer to Note 14 “Related Party Transactions” for further discussion about the nature of the transaction. No impairments were recorded for the year ended December 31, 2019. Convertible Debt The Company evaluates its convertible debt for embedded derivatives. Embedded provisions (like conversion options) are assessed under ASC Topic 815, Derivatives and Hedging to determine if they qualify as embedded derivatives that require separate accounting. To the extent that any embedded conversion option in the convertible debt is not bifurcated as an embedded derivative, that conversion option is also evaluated under ASC Topic 470, Debt , to determine if it qualifies as a beneficial conversion feature and requires separate accounting within equity. Debt issuance costs are recorded as a reduction to the carrying amount of the convertible debt and are amortized to interest expense using the effective interest method. The convertible debt is classified as short-term or long-term based on the debt’s payment schedule. Specifically, to the extent any payments are due within 12 months of the balance sheet date, it is classified as short-term while any payments that are due after 12 months from the balance sheet date are classified as long-term. Cost of Revenue Product: Cost of revenue consists of product costs including manufacturing costs, personnel costs and benefits, duties and other applicable importing costs, packaging, warranty replacement costs, depreciation expense, fulfillment costs, payment processing fees and inventory obsolescence and write-offs. Subscription: Cost of revenue consists of personnel costs, cloud hosting costs, amortization of internal use software and payment processing fees. Research and Development Research and development expenses primarily consist of personnel costs and benefits, facilities-related expenses, consulting and professional fees, fabrication services, software and other outsourcing expenses. Substantially all of the Company’s research and development expenses are related to developing new products and services and improving existing products and services. Research and development expenses are expensed as incurred. Sales and Marketing Sales and marketing costs primarily consist of personnel costs and benefits, third party logistics, fulfillment and outbound shipping costs, facilities-related expenses, advertising, promotional, as well as conferences, meetings and other events. Advertising expenses are expensed as incurred. For the years ended December 31, 2020 and 2019, advertising expenses were $4.7 million and $0.9 million, respectively. General and Administrative General and administrative expenses primarily consist of personnel costs and benefits, patent and filing fees, facilities costs, office expenses and outside services. Outside services consist of professional services, legal and other professional fees. Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares for the period, including any dilutive effect from such shares. The Company’s diluted net loss per common share is the same as basic net loss per common share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 12 “Net Loss Per Share” for further discussion. Convertible Preferred Stock The Company has applied the guidance in ASC Topic 480‑10‑S99‑3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities and has therefore classified the Series A, Series B, Series C and Series D Convertible Preferred Stock (“Convertible Preferred Stock”) (Note 10) as mezzanine equity. The Convertible Preferred Stock was recorded outside of stockholders’ deficit because the Convertible Preferred Stock includes a redemption provision upon a change of control, which is a deemed liquidation event that is considered outside the Company’s control. The Convertible Preferred Stock have been recorded at their original issue price, net of issuance costs. The Company did not adjust the carrying values of the Convertible Preferred Stock to the liquidation price associated with a change of control because a change of control of the Company was not considered probable at either of the reporting dates. Subsequent adjustments to increase or decrease the carrying values to their respective liquidation prices will be made only if and when it becomes probable that such a change of control will occur. Stock-Based Compensation The measurement of share-based compensation expense for all stock-based payment awards, including stock options granted to employees, directors, and nonemployees, is based on the estimated fair value of the awards on the date of grant. The Company recognizes stock-based compensation expense for stock option grants on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. Generally, stock options fully vest four years from the grant date and have a term of 10 years. The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur. Prior to the adoption of ASU 2018‑07, stock options granted to non-employees were accounted for based on their fair value on the measurement date. Stock options granted to non-employees were subject to periodic revaluation over their vesting terms. As a result, the charge to statements of operations and comprehensive loss for non-employee options with vesting requirements was affected in each reporting period by a change in the fair value of the option calculated under the Black-Scholes option-pricing model. The Company during the year ended December 31, 2020 granted performance and market based option awards and performance based restricted stock units. The Company accounted for these awards according to the relevant provisions of ASC 718-Stock Compensation. For performance awards, the Company recognizes expense using the accelerated attribution method. Refer to Note 11 “Equity Incentive Plan” for further discussion about the nature of the transactions. Common Stock Valuations The fair value of the shares of common stock underlying stock options has historically been determined by the Board of Directors (the “Board”), with input from management and contemporaneous third-party valuations, as there was no public market for the common stock. The Company believes that the Board has the relevant experience and expertise to determine the fair value of the Company’s common stock. Given the absence of a public trading market for the Company’s common stock, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation , the Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each option grant date. In valuing the Company’s common stock for 2019, the Board determined the value using the market approach-subject company transaction method. Under this method, the Company “solved for” the total equity value which allocates a probability-weighted present value to the Series D convertible preferred stockholders consistent with the investment amount of the financing round. However, given that the date of this value estimate precedes the current valuation date by one year, it is necessary to consider adjustments to account for the impact of any progress or changes in the Company’s business since its previous valuation. The Company considered two separate trend analyses in estimating the required adjustment in the subject company transaction method, a market trend analysis of guideline public companies and venture capital rates of return. In addition, the Company also considered the expected step-up in the next equity financing round (if any) as a reasonableness test. In valuing the Company’s common stock for 2020, the equity value of the business was determined using various valuation methods including combinations of income and market approaches with input from management. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in its cash flows. The market-based approach considers multiples of financial metrics based on trading multiples of a selected peer group of companies in similar lines of business. For each valuation, the equity value was then allocated to the common stock using either the option pricing method (“OPM”) or a combination of the OPM and the probability-weighted expected return method (“PWERM”), which is referred to as a Hybrid Method. The OPM allocates the overall Company value to the various share classes based on differences in liquidation preferences, participation rights, dividend policy and conversion rights, using a series of call options. The call right is valued using a Black-Scholes option pricing model. The PWERM employs additional information not used in the OPM, including various market approach calculations depending upon the likelihood of various discrete future liquidity scenarios such as completing the business combination described in Note 18 “Subsequent Events” as well as the probability of remaining a private company. Application of this approach involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships among those assumptions could have a material impact on the valuation of the Company’s common stock as of each valuation date. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Recent Accounting Pronouncements Adopted In June 2018, the |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Revenue Recognition | Note 3. Revenue Recognition Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by product type and by geographical market. The Company believes that these categories aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. The following table summarizes the Company’s disaggregated revenues (in thousands) for the year ended December 31: Pattern of Recognition 2020 2019 By Product Type: Devices and accessories Point-in-time $ 38,347 $ 25,081 Subscription services and other services Over time 7,905 2,502 Total revenue $ 46,252 $ 27,583 By Geographical Market: United States $ 33,237 $ 23,997 International 13,015 3,586 Total revenue $ 46,252 $ 27,583 Contract Balances Contract balances represent amounts presented in the consolidated balance sheets when either the Company has transferred goods or services to the customer, or the customer has paid consideration to us under the contract. These contract balances include trade accounts receivable and deferred revenue. Deferred revenue represents cash consideration received from customers for services that are transferred to the customer over the respective subscription period. The accounts receivable balances represent amounts billed to customers for goods and services where the Company has an unconditional right to payment of the amount billed. The following table provides information about receivables and deferred revenue from contracts with customers (in thousands): December 31, December 31, 2020 2019 Accounts receivable, net $ 5,752 $ 1,951 Deferred revenue, current 8,443 3,200 Deferred revenue, non-current 2,790 587 The Company recognizes a receivable when it has an unconditional right to payment, and payment terms are typically 30 days for all product and service sales. The amount of revenue recognized during the years ended December 31, 2020 and 2019 that was included in the deferred revenue balance at the beginning of the period was $3.2 million and $0.2 million, respectively. Transaction Price Allocated to Remaining Performance Obligations On December 31, 2020, the Company had $15.4 million of remaining performance obligations. The Company expects to recognize 65% of its remaining performance obligations as revenue in fiscal year 2021, and an additional 35% in fiscal year 2022 and thereafter. Significant Judgments The Company makes significant judgments applying the guidance related to the determination of the timing and pattern of satisfaction of performance obligations, determination of the SSP of performance obligations, and estimation of variable consideration, such as product returns. See Note 2 “Summary of Significant Accounting Policies” for details. Costs of Obtaining or Fulfilling Contracts The Company incurs incremental costs of obtaining contracts and costs of fulfilling contracts with customers. Incremental costs of obtaining contracts, which include commissions and referral fees paid to third parties as a result of obtaining contracts with customers, are capitalized to the extent that the Company expects to recover such costs. Costs of fulfilling contracts that relate specifically to a contract with a customer, and result from activities that generate the Company’s resources and enable it to satisfy its performance obligations in the contract with the customer, are capitalized to the extent that the Company expects to recover such costs. Capitalized costs are amortized in a pattern that is consistent with the Company’s transfer to the customer of the related goods and services. Such costs were not material during the years ended December 31, 2020 and 2019. Practical Expedients and Accounting Policy Elections In determining the transaction price of its contracts with customers, the Company estimates variable consideration using a portfolio of data from similar contracts. As a practical expedient, the Company does not adjust transaction price for the effects of a significant financing component in contracts in which the period between when the Company transfers the promised good or service to the customer and when the customer pays for that good or service is a year or less. The Company has made an accounting policy election to exclude all sales taxes from the transaction price of its contracts with customers. Accordingly, sales taxes collected from customers and remitted to government authorities are not included in revenue and are accounted for as a liability until they have been remitted to the respective government authority. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Fair Value of Financial Instruments | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $711 in cash, $414,279,198 in U.S. Treasury securities and $54,000 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2020, the Company withdrew $22,000 of interest earned on the Trust Account to pay for its franchise and income tax obligations. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Amortized Gross Holding Held-To-Maturity Level Cost Gain Fair Value U.S. Treasury Securities (Matured on 1/19/2021) 1 $ 414,279,198 $ 7,516 $ 414,286,714 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2020 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 54,000 | |
BFLY Operations Inc | ||
Fair Value of Financial Instruments | Note 4. Fair Value of Financial Instruments Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: · Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. · Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. · Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates their fair values due to the short-term or on demand nature of these instruments. The fair value of the loan payable and the convertible debt using Level 2 inputs was deemed to approximate carrying value as of December 31, 2020, due to the recency of the issuance dates. There were no transfers between fair value measurement levels during the years ended December 31, 2020 and 2019. The Company had $41.9 million and $78.4 million of money market funds included in cash and cash equivalents as of December 31, 2020 and 2019, respectively. These assets were valued using quoted market prices and accordingly were classified as Level 1. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Inventories | Note 5. Inventories A summary of inventories is as follows at December 31 (in thousands): 2020 2019 Raw materials $ 7,688 843 Work-in-progress 865 4,788 Finished goods 17,252 3,810 Total inventories $ 25,805 $ 9,441 Work-in-progress represents inventory items in intermediate stages of production by third party manufacturers. For the years ended December 31, 2020 and 2019, net realizable value inventory adjustments and excess and obsolete inventory charges were $7.1 million and $2.7 million, respectively, and were recognized in cost of revenues. |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Other Non-Current Assets | Note 6. Other Non-Current Assets Other non-current assets consist of the following at December 31 (in thousands): 2020 2019 Security deposits $ 1,888 $ 1,956 Deferred offering costs 3,711 — Total other non-current assets $ 5,599 $ 1,956 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Property and Equipment, Net | Note 7. Property and Equipment, Net Property and equipment, net, are recorded at historical cost and consist of the following at December 31 (in thousands): 2020 2019 Machinery and equipment $ 5,102 $ 4,485 Leasehold improvements 4,166 1,424 Software 888 182 Construction in progress 70 1,311 Other 42 28 10,268 7,430 Less: accumulated depreciation and amortization (3,398) (2,105) Property and equipment, net $ 6,870 $ 5,325 Depreciation and amortization expense amounted to $1.3 million and $0.8 million for the years ended December 31, 2020 and 2019, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Accrued Expenses and Other Current Liabilities | Note 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following at December 31 (in thousands): 2020 2019 Employee compensation $ 5,968 $ 2,208 Customer deposits 1,171 1,171 Accrued warranty liability 646 876 Non-income tax 3,695 1,646 Professional fees 5,432 484 Vendor settlements 2,975 — Other 1,921 566 Total other current liabilities $ 21,808 $ 6,951 Warranty expense activity for the years ended December 31 is as follows (in thousands): 2020 2019 Balance, beginning of period $ 876 $ 133 Warranty provision charged to operations 2,498 2,203 Warranty claims (1,548) (1,460) Balance, end of period $ 1,826 $ 876 The Company classifies its accrued warranty liability based on the timing of expected warranty activity. The future costs of expected activity greater than one year is recorded within other non-current liabilities on the consolidated balance sheet. |
Stockholders' Deficit
Stockholders' Deficit | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Stockholders' Deficit | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — As of December 31, 2020, the Company was authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — As of December 31, 2020, the Company was authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 2,164,171 shares of Class A common stock issued and outstanding, excluding 39,235,829 shares of Class A common stock subject to possible redemption. Class B Common Stock — As of December 31, 2020, the Company was authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2020, there were 10,350,000 shares of Class B common stock issued and outstanding. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a business combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a business combination, including pursuant to a specified future issuance (which does not include the forward purchase shares described in the prospectus), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a business combination (net of the number of shares of Class A common stock redeemed in connection with a business combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a business combination and any Private Placement Warrants issued to the Sponsor, an affiliate of the Sponsor or any of the Company’s officers or directors and any forward purchase shares. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a business combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a business combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company has agreed to use its best efforts to cause the same to become effective within 60 business days following a business combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the Public Warrants: · in whole and not in part; · at a price of $0.01 per warrant; · upon not less than 30 days’ prior written notice of redemption, or the 30‑day redemption period, to each warrant holder; and · if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class common stock equals or exceeds $10.00 — Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Public Warrants: · in whole and not in part; · at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock; · upon a minimum of 30 days’ prior written notice of redemption; · if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and · if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30‑day period after the written notice of redemption is given. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a business combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. | |
BFLY Operations Inc | ||
Stockholders' Deficit | Note 9. Stockholders’ Deficit Common stock As of December 31, 2020 and 2019, the Company had authorized 112,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”), of which a total of 6,350,083 shares and 5,720,842 shares were outstanding, respectively. In addition, at both December 31, 2020 and 2019, the Company had authorized 25,952,123 shares of special-voting common stock, $0.0001 par value per share (“Special-Voting Common Stock”), of which none were issued or outstanding. Dividends Holders of the Company’s Common Stock are not entitled to receive dividends unless declared by the Board. Any such dividends would be subject to the preferential dividend rights of the holders of the Convertible Preferred Stock (see below). There have been no dividends declared to date. Voting rights The holders of shares of the Common Stock are entitled to 1 vote per share on all matters on which the Common shares shall be entitled to vote. The holders of shares of the Special-Voting Common Stock are entitled to 10 votes per share on all matters on which the Common Stock shall be entitled to vote. The holders of Common Stock and Special-Voting Common Stock shall vote together and not as separate classes. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Convertible Preferred Stock | Note 10. Convertible Preferred Stock The Company has issued four series of Convertible Preferred Stock, Series A through Series D. The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2020 and December 31, 2019 (in thousands, except share and per share information): Issuance Shares Total Initial Price Authorized, Proceeds or Net Liquidation Year of per Issued and Exchange Issuance Carrying Price per Class Issuance share Outstanding Value Costs Value share Series A 2012 $ 0.04 25,952,123 $ 1,038 $ 11 $ 1,027 $ 0.80 Series B 2014 0.80 25,000,000 20,000 99 19,901 0.80 Series C 2014 – 2015 3.33 27,948,045 93,067 246 92,821 3.33 Series D 2018 10.27 24,342,746 250,000 2,812 247,188 10.27 103,242,914 The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Convertible Preferred Stock are as follows: Dividends Dividends shall accrue to holders of the Convertible Preferred Stock at the rate of 8% of the original issue price for the applicable series of Convertible Preferred Stock, per annum subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, payable only when, and if, declared by the Board. The right to receive dividends on Convertible Preferred Stock are not cumulative, and therefore, if not declared in any year, the right to such dividends shall terminate and shall not carry forward into the next year. Liquidation rights In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary or a deemed liquidation event (which includes a merger, the sale of all of the Company’s assets, or a change of control) (each a “Liquidation Event”), the holders of Convertible Preferred Stock are entitled to be paid out of the assets of the Company available for distribution to stockholders, pari passu, at a liquidation price per share equal to the greater of: (1) the Initial Liquidation Price of such Convertible Preferred Stock, plus any declared and unpaid dividends or (2) an amount that would have been payable had all the shares of Convertible Preferred Stock been converted into Common Stock. These payments will be made to or set aside prior to the holders of shares of any other class or series of capital stock that is not, by its terms, senior to the Convertible Preferred Stock. Voting rights The holders of shares of Convertible Preferred Stock are entitled to vote on all matters on which the holders of shares of Common Stock shall be entitled to vote. Each holder of record of shares of Series A Convertible Preferred Stock shall be entitled to ten votes per share of Special-Voting Common Stock into which such Series A Convertible Preferred Stock are convertible, as discussed below under “Conversion,” on all matters to be voted on by the Company’s stockholders. Each holder of record of shares of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock shall be entitled to one vote per share of Common Stock into which such Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock are convertible, as discussed below under “Conversion,” on all matters to be voted on by the Company’s stockholders. The holders of Convertible Preferred Stock and the holders of Common Stock shall vote together and not as separate classes. There shall be no series voting. Conversion Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of Special-Voting Common Stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the Series A Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock shall be convertible, at the option of the holder, at any time after the date of issuance into shares of Common Stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the respective series of Convertible Preferred Stock. Upon the earlier to occur of (i) the election of the Convertible Preferred Stock by (A) the consent or vote of the majority holders of the Convertible Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis) and (B) the consent or vote of the majority holders of Series D Convertible Preferred Stock (voting together as a single class, and on an as-converted basis) or (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), covering the offer and sale of shares of Common Stock in which the aggregate gross proceeds to the Company are at least $80,000,000 at a public offering price per share equal to at least three times the Series D Convertible Preferred Stock Conversion Price of $10.27, (X) each share of Series A Convertible Preferred Stock shall automatically be converted into shares of Special-Voting Common Stock on a 1 for 1 basis, and (Y) each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock shall automatically be converted into Common Stock on a 1 for 1 basis. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Equity Incentive Plan | Note 11. Equity Incentive Plan The Company’s 2012 Employee, Director and Consultant Equity Incentive Plan (the "Plan") was adopted by its Board of Directors and stockholders in March 2012. Upon approval of the stockholders, the number of shares of Common Stock reserved for issuance under the Plan was increased by 13,506,938 during the year ended December 31, 2020. As of December 31, 2020, the number of shares of Common Stock reserved for issuance under the Plan was 33,506,938. The Plan is administered by the Board of Directors of the Company. The Board of Directors may grant stock-based awards, restricted stock and options to purchase shares either as incentive stock options or non-qualified stock options. The restricted stock and option grants are subject to certain terms and conditions, option periods and conditions, exercise rights and privileges and are fully discussed in the Plan document. As of December 31, 2020, 204,090 common shares remain available for issuance under the Plan. Stock option activity Each stock option grant carries varying vesting schedules whereby the options become exercisable at the participant’s sole discretion provided they are an employee, director or consultant of the Company on the applicable vesting date. Each option shall terminate not more than ten years from the date of the grant. A summary of the stock option activity under the Plan is presented in the table below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Term Value Outstanding at January 1, 2019 13,673,551 2.10 7.74 30,252 Granted 1,785,056 4.31 Exercised (171,730) 1.89 Forfeited (594,544) 2.68 Outstanding at December 31, 2019 14,692,333 2.35 6.94 47,820 Granted 13,957,917 5.77 Exercised (629,241) 3.19 Forfeited (2,297,410) 2.60 Outstanding at December 31, 2020 25,723,599 4.18 7.06 143,338 Options exercisable at December 31, 2019 9,788,082 1.90 6.39 36,207 Options exercisable at December 31, 2020 11,126,920 2.38 6.01 82,033 Vested and expected to vest at December 31, 2019 13,559,748 2.27 6.85 45,138 Vested and expected to vest at December 31, 2020 22,320,862 3.97 6.94 129,047 The Company received cash proceeds from the exercise of stock options of $2.0 million and $0.3 million during the years ended December 31, 2020 and 2019, respectively. The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option on the date of exercise) of the stock options exercised during the years ended December 31, 2020 and 2019, was $3.6 million and $0.5 million, respectively. The weighted-average grant date fair value of options granted during the year ended December 31, 2020 and 2019, was $3.27 and $2.31, respectively. During 2020, the Company extended the post-employment exercise period with regards to 705,883 options. The incremental expense resulting from the modifications was not significant to the consolidated statement of operations and comprehensive loss. In accordance with ASC Topic 718, the Company estimates and records the compensation cost associated with the grants described above with an offsetting entry to paid-in capital. As described in Note 2 “Summary of Significant Accounting Policies”, the Company selected the Black-Scholes option pricing model for determining the estimated fair value for service or performance-based stock-based awards. The Black-Scholes model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to employees were as follows: 2020 2019 Risk free interest rate 0.4% – 1.7% 2.3% – 2.5% Expected dividend yield 0% 0% Expected term 5.9 years – 6.3 years 6 years – 6.1 years Expected volatility 50% 50% The assumptions used to value option grants to non-employees were as follows: 2020 2019 Risk free interest rate 0.4% – 1.7% 1.5% – 2.7% Expected dividend yield 0% 0% Expected term 1.1 years – 6.1 years 8.1 years to 10 years Expected volatility 50% 50% Risk free interest rate The risk-free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected dividend yield The Company has never declared or paid any cash dividends and does not expect to pay any cash dividends in the foreseeable future. Expected term For employee awards, the Company calculates the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term. The simplified method is applied as the Company does not have sufficient historical data to provide a reasonable basis for an estimate of the expected term. The Company calculates expected term for employee awards that take into account the effects of employee’s expected exercise and post-vesting employment termination behavior. For non-employee awards, the expected term is determined on an award by award basis. Prior to the adoption of ASU 2018‑07, the contractual term was used. Expected volatility As the Company has been privately held since inception, there is no specific historical or implied volatility information available. Accordingly, the Company estimates the expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the expected term of the stock-based awards. Point estimates of expected annual equity volatility were selected in the guideline companies’ historical range. Exercise price The exercise price is directly taken from the grant notice issued to employees and non-employees. In 2020, the Company issued 3,270,000 option awards subject to certain service conditions, performance and market conditions. The option awards vest only upon the satisfaction of all the following conditions: services conditions, performance-based conditions, and market-based conditions. The service condition for these awards is satisfied by providing service to the Company until the other conditions below are met. The performance-based condition is satisfied upon the occurrence of a financing event as defined in the option award agreement. The market-based condition is satisfied upon the Company’s stock price reaching a specific value in connection with the financing event. The market condition is considered in the grant date fair value. The achievement of the performance condition is not deemed satisfied for the period ended December 31, 2020, as the completion of a financing event is not deemed probable until consummated. Thus, the Company has not recorded any stock-based compensation expense for these awards. Total unrecognized stock-based compensation expense as of December 31, 2020 for these awards was $10.0 million. Restricted stock unit activity In 2020, the Company granted 1,825,000 restricted stock units to select employees and consultants, including a grant of 1,000,000 restricted stock units to the Chairman of the Board and significant shareholder of Butterfly. The awards are subject to certain service conditions and performance conditions. The service condition for these awards is satisfied by providing service to the Company based on the defined service period per the award agreement. The performance-based condition is satisfied upon the occurrence of a business combination event as defined in award agreement. The achievement of the performance condition is not deemed satisfied for the period ended December 31, 2020, as the completion of the business combination is not deemed probable until consummated. Thus, the Company has not recorded stock-based compensation expense for these awards. Total unrecognized stock-based compensation expense as of December 31, 2020 for these awards was $17.8 million. The Company’s stock-based compensation expense for the periods presented was as follows (in thousands): 2020 2019 Cost of revenue – Subscription $ 697 $ 15 Research and development 3,869 3,693 Sales and marketing 2,591 1,041 General and administrative 3,847 1,289 Total stock-based compensation expense $ 11,004 $ 6,038 No related tax benefits of the stock-based compensation expense have been recognized and no related tax benefits have been realized from the exercise of stock options due to the Company’s net operating loss carryforwards. Total unrecognized stock-based compensation expense for service based award as of December 31, 2020 and 2019 was $33.1 million and $10.6 million, respectively, which will be recognized over the remaining weighted average vesting period of 3.5 years and 3.5 years, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Net Loss Per Share | Note 12. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including Convertible Preferred Stock and outstanding stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive. Since the Company was in a net loss position for all periods presented, basic EPS calculation excludes preferred stock as it does not participate in net losses of the Company. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except share and per share amounts): 2020 2019 Numerator: Net loss $ (162,745) $ (99,697) Numerator for Basic and Dilutive EPS – Loss available to common stockholders $ (162,745) $ (99,697) Denominator: Weighted-average common shares outstanding 5,833,164 5,622,752 Denominator for Basic and Dilutive EPS – Weighted-average common stock 5,833,164 5,622,752 Basic and dilutive loss per share $ (27.90) $ (17.73) Anti-dilutive common equivalent shares were as follows: 2020 2019 Outstanding options to purchase common stock 26,742,256 14,692,333 Outstanding Convertible Preferred Stock (Series A through D) 103,242,914 103,242,914 Total anti-dilutive common equivalent shares 129,985,170 117,935,247 |
Income Taxes
Income Taxes | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Income Taxes | NOTE 8. INCOME TAX The Company did not have any significant deferred tax assets or liabilities as of December 31, 2020. The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ — Organizational costs/Startup expenses 754,457 Total deferred tax asset 754,457 Valuation allowance (754,457) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ 36,632 Deferred (754,457) State Current $ — Deferred — Change in valuation allowance 754,457 Income tax provision $ 36,632 As of December 31, 2020, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 4, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $754,457. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (22.0) % Income tax provision (1.0) % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. | |
BFLY Operations Inc | ||
Income Taxes | Note 13. Income Taxes Income (loss) before provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 Federal $ (162,876) $ (98,833) Foreign 170 (864) Loss before provision for income taxes $ (162,706) $ (99,697) The Company recorded tax provision of $0.04 million for the year ended December 31, 2020 due to foreign income. Due to the Company’s loss position domestically, the Company has not recorded a federal tax provision for the year ended December 31, 2020. Due to the Company’s overall loss position, the Company has not recorded a tax provision for the year ended December 31, 2019. A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, (In Thousands) 2020 2019 Income at US Statutory Rate 21.00 % 21.00 % State Taxes, net of Federal benefit 3.18 % 3.30 % Permanent Differences (0.70) % (0.44) % Tax Credits 0.86 % 1.32 % Foreign Rate Differential 0.00 % (0.01) % Valuation Allowance (24.35) % (25.04) % Other (0.01) % (0.13) % (0.02) % 0.00 % Net deferred tax assets as of December 31, 2020 and 2019 consisted of the following (in thousands): Year Ended December 31, (In Thousands) 2020 2019 Deferred tax assets Net operating loss carryforwards $ 83,058 $ 52,717 Tax Credits 6,582 5,271 Stock Compensation 4,088 2,346 Accruals & Reserves 7,293 1,785 Other 853 154 Total Deferred tax assets $ 101,874 $ 62,273 Valuation Allowance (101,773) (62,157) Total Deferred tax assets $ 101 $ 116 Deferred tax liabilities Depreciation (101) (116) Net deferred tax assets $ — $ — As of December 31, 2020 and 2019, the Company has gross federal net operating loss (“NOL”) carryforwards of approximately $330.2 million and $205.5 million, respectively. As of December 31, 2020 and 2019, the Company has gross state NOL carryforwards of approximately $232.1 million and $166.8 million, respectively. Of the $330.2 million of federal NOL carryforwards, $73.7 million will begin to expire at various dates in 2031 and $256.5 million may be carried forward indefinitely. The state NOL carryforwards begin to expire in 2031. As of December 31, 2020, the Company also had federal and state tax credits of $6.1 million and $0.6 million, which begin to expire in 2032 and 2022, respectively. Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2020 and 2019, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2020 and 2019. The utilization of NOLs and tax credit carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that have occurred previously or may occur in the future. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (“IRC”), a corporation that undergoes an ownership change may be subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes otherwise available to offset future taxable income and/or tax liability. An ownership change is defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling three-year period. The Company has completed a formal study to determine if any ownership changes within the meaning of IRC Section 382 and 383 have occurred and determined no ownership changes have occurred as of December 31, 2020. The Company could trigger an ownership change in future years which would restrict its ability to use its NOLs or tax credit carryforwards and could require the Company to pay federal or state income taxes earlier than would be required if such limitations were not in effect. The Company’s valuation allowance increased by $39.6 million and $25.0 million for the years ended December 31, 2020 and 2019, respectively, due primarily to the generation of net operating losses. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which the Company operates or does business. ASC 740‑10 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company records uncertain tax positions as liabilities in accordance with ASC 740‑10 and adjust these liabilities when the Company’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2019, and 2020, the Company has not recorded any uncertain tax positions in its financial statements. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations and comprehensive loss as required. As of December 31, 2019 and 2020, there were no significant accrued interest or penalties. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from December 31, 2016 to the present. Federal and state net operating losses are subject to review by taxing authorities in the year utilized. |
Related Party Transactions_2
Related Party Transactions | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In February 2020, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In April 2020, the Sponsor transferred 25,000 Founder Shares to each of the Company’s director nominees, for a total amount of 75,000 Founder Shares transferred. On May 20, 2020, the Company effected a stock dividend of 1,725,000 shares with respect to the Class B common stock, resulting in the initial stockholders holding an aggregate of 10,350,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares will automatically convert into shares of Class A common stock at the time of a business combination, on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Founder Shares included an aggregate of up to 1,350,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on June 9, 2020 and their election to exercise their remaining over-allotment option on June 26, 2020, the 1,350,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a business combination and (B) subsequent to a business combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a business combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party On February 12, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the consummation of the Initial Public Offering. As of May 26, 2020, there was $191,000 outstanding under the Promissory Note, of which such amount was repaid on May 27, 2020. Related Party Loans In addition, in order to finance transaction costs in connection with a business combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates was entitled to, but was not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post business combination entity. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, no Working Capital Loans were outstanding. Administrative Support Agreement The Company entered into an agreement whereby, commencing on May 26, 2020 through the earlier of the Company’s consummation of a business combination or its liquidation, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, administrative and support services. For the period from February 4, 2020 (inception) through December 31, 2020, the Company incurred and paid $70,000 in fees for these services. | |
BFLY Operations Inc | ||
Related Party Transactions | Note 14. Related Party Transactions The Company subleases office and laboratory spaces from 4Catalyzer (“4C”), a company under common ownership, and also leases a facility from a company that is managed and owned by members of the Rothberg family, the majority shareholders. During 2020 and 2019, the Company incurred a total of approximately $0.5 million and $0.4 million, respectively, in rent expenses to the related parties. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in prepaid expenses and other current assets on the consolidated balance sheet. The Company reviewed the assets for impairment during the fourth quarter of fiscal 2020 as the asset is not expected to be utilized in subsequent periods. The Company recorded an impairment charge of $1.4 million during the year ended December 31, 2020. The prepaid advances were $1.5 million at December 31, 2019. On November 12, 2020, the Company entered into an Amended and Restated Technology Services Agreement (the “ARTSA”) by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, the Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company, such as general administration, facilities, information technology, financing, legal, human resources and other services. 4C services provided to the Company are pre-funded approximately once a quarter. The Company incurred expenses of $5.1 million and $7.3 million during the years ended December 31, 2020 and 2019, respectively. These expenditures are recorded within the accompanying consolidated statements of operations and comprehensive loss and allocated to the proper operating expense caption based on the nature of the service. The amount due to 4C as of December 31, 2020 and 2019, was $0.1 million and $0.0 million, respectively, and is included in due to related parties on the Company’s consolidated balance sheets. The amounts advanced to and due from 4C as of December 31, 2020 and 2019 related to operating expenses was $0.0 million and $0.8 million, respectively, and is included in due from related parties on the Company’s consolidated balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, in which such entities make payments to independent third parties on behalf of the Company. As of December 31, 2020 and 2019, the Company owed $0.01 million and $0.0 million, respectively, relative to such payments made on their behalf, which are included in due to related parties in the Company’s consolidated balance sheets. In addition, the Company has transactions with these other entities under common ownership, in which payments are made by the Company to third parties on behalf of the other entities. As of December 31, 2020 and 2019, the Company’s receivable is $0.04 million and $0.0 million, respectively. All amounts are paid or received throughout the year within 30 days after the end of each month. On November 19, 2020, Butterfly and 4C entered into the First Addendum to the ARTSA, pursuant to which Butterfly agreed to terminate its participation under the ARTSA no later than immediately prior to the effective time of the business combination described in Note 18 “Subsequent Events”. |
Loan Payable
Loan Payable | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Loan Payable | Note 15. Loan Payable In May 2020, the Company received loan proceeds of $4.4 million under the Paycheck Protection Program (“PPP”). The PPP loan is evidenced by a promissory note dated May 1, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The term of the Company’s PPP loan is two years. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest were due during fiscal 2020. The loan provider did not provide for a payment schedule. The PPP loan is unsecured and guaranteed by the Small Business Administration and is subject to any new guidance and new requirements released by the Department of the Treasury. Following the closing of the business combination discussed in Note 18 “Subsequent Events”, the Company repaid the loan in full in February 2021. The Company is accounting for the loan as debt. |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Convertible Debt | Note 16. Convertible Debt In 2020, the Company issued convertible debt for total gross proceeds of $50.0 million. The convertible debt bears interest at 5% per annum. Accrued interest is not payable until the convertible debt is either redeemed or converted. To the extent the convertible debt is redeemed, the unpaid accrued interest will be paid in cash. To the extent the convertible debt is converted, the unpaid accrued interest will be converted (alongside the principal amount of the convertible debt) into the applicable shares of preferred stock of the Company. The convertible debt is redeemable upon the following circumstances: (1) at the Company’s election, with the approval of at least 50% of the convertible debt holders; (2) upon a change of control; or (3) upon an event of default. Upon redemption, the convertible debt is redeemed in cash for an amount equal to its outstanding principal amount plus any unpaid accrued interest. The convertible debt is convertible upon the following circumstances: (1) the Company issues and sells shares of its preferred stock (a “Financing”); (2) an underwritten initial public offering of the Company’s common stock pursuant to a registration statement under the Securities Act (an “IPO”); (3) upon a change of control; (4) at their maturity date, which is 2 years after the initial closing of the convertible debt or (5) pursuant to a public listing through a merger, acquisition, business combination or similar transaction involving a special purpose acquisition company (“SPAC”). Upon conversion in the event of a Financing, public listing or IPO, the outstanding principal amount and unpaid accrued interest of the convertible debt is converted into a number of shares at a conversion price equal to the lesser of (i) the price per share paid by the other purchasers of the preferred stock (upon a public listing or Qualified or Non-Qualified Financing) or common stock (upon an IPO) and (ii) a price per share obtained by dividing $1.75 billion by the Company’s fully-diluted capitalization immediately prior to the closing of the respective event (subject to equitable adjustment in the event of stock splits, stock dividends, stock combinations, reclassifications or similar events). Upon conversion in the event of a change of control or at the maturity date, the outstanding principal amount and unpaid accrued interest of the convertible debt is converted into a number of Company Series D Convertible Preferred Stock at a conversion price of $10.27 per share (subject to equitable adjustment in the event of stock splits, stock dividends, stock combinations, reclassifications or similar events). Given that the May 2022 maturity date is more than one year away from the issuance of the convertible debt, the convertible debt is classified as a long-term obligation. Following the closing of the business combination discussed in Note 18 “Subsequent Events” the convertible debt was automatically cancelled and converted into the right to receive shares of Longview common stock. The conversion option upon a change of control was identified as an embedded derivative within the convertible debt; however, its fair value as of the issuance date and as of December 31, 2020 was deemed to be de minimis as the occurrence of a change of control was deemed to be remote at both dates. Furthermore, there were no beneficial conversion features identified in the convertible debt. The issuance costs related to the convertible debt were $1.5 million. The costs are included in convertible debt on the consolidated balance sheet. The issuance costs are amortized over the term of the convertible debt. The Company recorded interest expense and amortization expense for the issuance costs of $1.0 million for the year ended December 31, 2020. |
Commitments and Contingencies_2
Commitments and Contingencies | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or results of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on May 26, 2020, holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. This registration rights agreement was amended and restated in connection with the closing of the Business Combination on February 12, 2021. Underwriting Agreement In connection with the closing of the Initial Public Offering and the over-allotment options, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $8,280,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. The deferred fee of $14,490,000 was paid upon the closing of the Business Combination. The Company will keep deferred underwriting commissions classified as a long term liability due to the uncertain nature of the closing of the business combination that existed at the balance sheet date and its encumbrance to the Trust Account. | |
BFLY Operations Inc | ||
Commitments and Contingencies | Note 17. Commitments and Contingencies Commitments Operating leases: The Company leases office space under operating leases. Minimum rental payments under operating leases are recognized on a straight-line basis over the term of the lease. Rent expense under the operating lease was $2.1 million and $1.9 million in 2020 and 2019, respectively. The following is a schedule of future minimum rental payments under non-cancelable operating leases with initial terms in excess of one year (in thousands): Years ending December 31: 2021 $ 1,044 2022 2,043 2023 1,934 2024 1,904 2025 1,987 Thereafter 7,354 Total future minimum rental payments $ 16,266 Purchase commitments: The Company enters into inventory purchase commitments with third-party manufacturers in the ordinary course of business. These commitments are generally non-cancellable and are based on sales forecasts. These agreements range from one to five-year periods and may contain fixed or minimum annual commitments, subject to certain provisions that allow the Company to renegotiate the commitment. The aggregate amount of minimum inventory purchase commitments as of December 31, 2020 was $169.3 million. During 2019, the Company entered into an agreement with a certain third party manufacturing vendor. Under the 2019 agreement, as of December 31, 2019, the Company had a prepaid vendor advance, net of write-downs of approximately $46.9 million. In August 2020, the Company and the vendor qualified the manufacturing process specified in the 2019 agreement and the Company began purchasing product from the vendor. In November 2020, the Company and the vendor amended the 2019 inventory supply arrangement. The amended agreement included provisions to increase the aggregate purchase commitments to $169.3 million and extend the time frame of the agreement to December 2022. The provisions of the agreement also allow the Company, once the defined cumulative purchase threshold per the agreement is reached, to pay for a portion of the subsequent inventory purchases using the vendor advance. During the year ended December 31, 2020 the Company recognized a net loss on the vendor purchase commitment of $53.2 million in product cost of revenue. The net loss was comprised of $10.6 million, recorded as a write-down of the vendor advance and $42.6 million, accrued as a liability. During the year ended December 31, 2019 the Company recognized a net of loss on the vendor purchase commitment of $9.5 million, recorded as a write-down of the vendor advance in product cost of revenue. The Company applied the guidance in Topic 330, Inventory to determine the loss. The Company considered a variety of factors and data points when determining the existence and scope of a loss for the minimum purchase commitment. The factors and data points included Company specific forecasts which are reliant on the Company’s limited sales history, agreement specific provisions, macroeconomic factors and market and industry trends. Determining the loss is subjective and requires significant management judgment and estimates. Future events may differ from those assumed in the Company’s assessment, and therefore the loss may change in the future. As of December 31, 2020, the Company has a prepaid advance of $36.4 million, net of write-downs and an accrual of $42.6 million related to the agreement. The portion of the balances that is expected to be utilized in the next 12 months is included in current assets and current liabilities in the accompanying consolidated balance sheets. Other Purchase Commitments: In September 2020, the Company has renegotiated certain inventory purchase commitments with other third party manufacturing vendors and as a result certain inventory purchase commitments have been cancelled. As a result of the renegotiations, the Company has recorded the expected losses on those commitments of $6.9 million as of December 31, 2020. Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible US employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2020 and 2019. Contingencies The Company is involved in litigation and legal matters which have arisen in the normal course of business, including but not limited to medical malpractice matters. Although the ultimate results of these matters are not currently determinable, management does not expect that they will have a material effect on the Company’s consolidated balance sheet, statements of operations and comprehensive loss, or cash flows. On December 14, 2020, a stockholder of Longview filed a lawsuit in the Supreme Court of the State of New York, County of New York against Longview and the members of the Longview Board, styled Nair v. Longview Acquisition Corp. et al. (the “Nair Complaint”). On December 16, 2020, a second stockholder of Longview filed a lawsuit in the Supreme Court of the State of New York, County of New York against Longview, the members of its board of directors, and Butterfly, styled Lau v. Longview Acquisition Corp., et al. (the “Lau Complaint”). Both the Nair Complaint and the Lau Complaint alleged, among other things, that (i) defendants engaged in an unfair sales process and agreed to inadequate consideration in connection with the proposed transaction, and (ii) that the Registration Statement filed with the SEC on November 27, 2020 in connection with the proposed transaction is materially misleading, and sought, among other things, to enjoin the proposed transaction, rescind the transaction or award rescissory damages to the extent it is consummated, and an award of attorneys’ fees and expenses. The Nair Complaint was voluntarily dismissed on February 21, 2021, and the Lau Complaint was voluntarily dismissed on March 2, 2021. The parties currently are in negotiation regarding a potential attorney fee award. The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, customers, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s consolidated statements of operations and comprehensive loss in connection with the indemnification provisions have not been material. |
Subsequent Events_2
Subsequent Events | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 11, 2021, Longview issued an unsecured promissory note (the “Note”) in the principal amount of up to $2,000,000 to the Sponsor, which principal amount can be drawn down from time to time in increments of no less than $10,000. The Note bore interest at a rate of 6.00% per annum, compounded annually and computed on the basis of the 360-day year, and was repayable in full upon consummation of the Company’s initial business combination. In the event of termination of the Business Combination Agreement pursuant to Section 7.1 of the Business Combination Agreement, (i) penalty interest shall accrue at an increased rate equal to 12.00% per annum, and (ii) prior to the repayment of amounts outstanding under the Note, the Sponsor was entitled to elect to convert any unpaid balance of the Note in whole or in part into warrants (the “Conversion Warrants”) equal to the principal amount of the Note so converted divided by $1.50. The terms of any such Conversion Warrants would be identical to the terms of the Private Placement Warrants. The Note was subject to customary events of default, the occurrence of which would automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. Prior to the completion of the Business combination, the Company drew down on the loan and it was repaid as part of the closing of the Business Combination. As described in Note 1, the Company completed the Business Combination on February 12, 2021. | |
BFLY Operations Inc | ||
Subsequent Events | Note 18. Subsequent Events The Company has evaluated events through March 29, 2021, for possible adjustment to or disclosure in the financial statements, which is the date on which the financial statements were available to be issued. On January 23, 2021, our former Chief Executive Officer and member of the Board of Directors resigned from his position as Chief Executive Officer. Pursuant to the separation agreement between the former Chief Executive Officer and the Company, the former officer received cash compensation and equity-based compensation. The cash compensation includes a severance payment and an annual performance bonus payment. The equity compensation includes the acceleration of vesting of the officer’s service based options. The acceleration of 1.5 million options was pursuant to the original option award agreement in case of separation from the Company. On January 23, 2021, with the approval of the Board of Directors, the Company entered into a binding term sheet agreement with its current Chief Executive Officer. The agreement includes cash and equity-based compensation. The cash compensation includes an annual salary, an annual performance bonus, sign on bonuses and reimbursement of various transition expenses. The equity compensation includes (1) an option award to purchase 1,500,000 of the Company’s Common Stock and (2) a restricted stock unit award to receive 1,000,000 shares of the Company’s Common Stock. The option award will vest based on continued service, which is over 4 years. The grant date fair value of the stock options will be recognized as stock-based compensation expense over the requisite service period. The restricted stock unit award is subject to certain service conditions and performance conditions. The service condition for this award is satisfied by providing service to the Company based on the defined service period of 4 years per the award agreement. The performance-based condition is satisfied upon the occurrence of a business combination event as defined in the award agreement. The achievement of the performance condition and the commencement of the related expense recognition event will not occur until the event is deemed probable which will occur once the business combination is consummated. On February 11, 2021, the Company granted 400,000 restricted stock units to select employees. Each award will vest based on continued service which is generally over 4 years. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. On February 12, 2021, the Company completed a business combination with Longview Acquisition Corp. (“Longview”), a Special Purpose Acquisition Company. As a result of the business combination, the Company received gross proceeds of approximately $589 million. In connection with the closing of the business combination, the Company’s outstanding Convertible Preferred Stock was automatically cancelled and converted into the right to receive shares of Longview common stock. In addition, the Company’s convertible debt was automatically cancelled and converted into the right to receive shares of Longview common stock and the Company repaid the PPP loan in full with the proceeds received from the transaction. The business combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, Longview will be treated as the “acquired” company for financial reporting purposes. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Policies) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. | |
Net Loss per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and as part of the Private Placement Warrants to purchase 20,653,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account less income and franchise taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From February 4, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 355,909 Income and Franchise Tax (218,103) Net Earnings $ 137,806 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 40,948,182 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,454,848) Redeemable Net Earnings (137,806) Non-Redeemable Net Loss $ (3,592,654) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 9,839,969 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (0.37) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Recent Accounting Pronouncements Adopted | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. | |
BFLY Operations Inc | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of BFLY Operations, Inc. (formerly Butterfly Network, Inc.) and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). All intercompany balances and transactions have been eliminated in consolidation. Certain items in the prior year’s consolidated financial statements have been reclassified to conform to the current year presentation reflected in the consolidated financial statements. | |
COVID-19 Outbreak | COVID‑19 Outbreak The outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain, including those that result from new information that may emerge concerning COVID‑19, the actions taken to contain or treat COVID‑19 and the economic impacts of COVID-19. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19, the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. The Company has not incurred any significant impairment losses in the carrying values of its assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise the estimates reflected in its financial statements. | |
Functional Currency | Functional Currency The Company’s worldwide operations utilize the U.S. dollar ("USD") as the functional currency considering the significant dependency of each subsidiary on the Company. Subsidiary operations are financed through the funding received from the Company in USD. For foreign entities where the USD is the functional currency, all foreign currency-denominated monetary assets and liabilities are remeasured at end-of-period exchange rates. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in the Company’s operating results in the consolidated statements of operations and comprehensive loss. | |
Going Concern | Going Concern In accordance with Accounting Standards Update (“ASU”) No. 2014‑15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205‑40) , the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. On February 12, 2021, the Company completed a business combination with Longview Acquisition Corp. (“Longview”), a Special Purpose Acquisition Company. As a result of the business combination, the Company received gross proceeds of approximately $589 million. As of March 29, 2021, the issuance date of the annual consolidated financial statements for the years ended December 31, 2020 and 2019, the Company expects that its cash and cash equivalents will be sufficient to fund the business through at least 12 months from the issuance of the consolidated financial statements. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. At December 31, 2020 and 2019, substantially all of the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2020 and 2019, no customer accounts for more than 10% of the Company’s accounts receivable. For the years end December 31, 2020 and 2019, no customer accounts for more than 10% of the total revenues. | |
Segment Information | Segment Information The Company’s Chief Operating Decision Maker, its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable segment. All of the Company’s long-lived assets are located in the United States. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions include: · revenue recognition, including determination of the timing and pattern of satisfaction of performance obligations, determination of the standalone selling price (“SSP”) of performance obligations and estimation of variable consideration, such as product returns; · allowance for doubtful accounts; · assumptions underlying the warranty liability calculation; · measurement and allocation of capitalized costs, the net realizable value (the selling price as well as estimated costs of completion, disposal and transportation) of inventory, and demand and future use of inventory; · valuation allowances with respect to deferred tax assets; and · assumptions underlying the fair value used in calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers . Revenue is recognized when or as a customer obtains control of the promised goods and services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to in exchange for these goods and services. To achieve this core principle, the Company applies the following 5 steps: · Step 1: Identify Contracts with Customers: The Company’s contracts with customers typically occur either through eCommerce or through direct sales. The Company’s contracts with eCommerce customers are executed when the customer indicates that it has read and agrees to the terms and conditions of the purchase prior to purchasing the specific goods and services. The Company executes signed contracts with direct sales customers. The goods and services sold through the Company’s eCommerce platform require upfront payment for the goods and the services upon check-out. Direct sales typically have 30‑day payment terms, and multi-year software subscriptions typically require advance payment for each annual subscription period. · Step 2: Identify Performance Obligations: The Company’s contracts with customers often include multiple performance obligations. The Company has identified the following performance obligations in its contracts with customers: · Hardware devices · Hardware accessories · Maintenance and support for the software that is used in connection with the hardware devices, including the right to an unspecified number of software updates as and when available · Cloud-based software subscriptions, which represent an obligation to provide the customer with ongoing access to the Company’s hosted software applications on a continuous basis throughout the subscription period · Implementation and integration services · Extended warranties · Step 3: Determine Transaction Price: The Company’s contracts with customers include variable consideration in the form of refunds and credits for product returns and price concessions. The Company estimates variable consideration using the expected value method based on a portfolio of data from similar contracts. · Step 4: Allocate Transaction Price to Performance Obligations: The Company allocates transaction price to the performance obligations in a contract with a customer based on the relative standalone selling prices of the goods and services. For the cloud-based software subscriptions, which the Company sells to customers on a standalone basis (including renewals of subscriptions), the Company uses the observable standalone selling price, based on the price for which the Company sells these services to customers in standalone contracts, including contracts for renewals of subscriptions. The Company’s sales of hardware devices represent a bundled sale of a good and a service that includes two performance obligations, namely the unit of hardware device, and the support and maintenance of the software that is used in conjunction with the device, including a right for the customer to receive an unspecified number of software updates. The Company has an observable standalone selling price for the bundle and estimates the standalone selling price of the performance obligations within the bundle using estimation techniques that maximize the use of observable inputs. · Step 5: Recognize Revenue as Performance Obligations are Satisfied: Each unit of hardware devices and accessories is a performance obligation satisfied at a point in time, when control of the good transfers from the Company to the customer. The Company’s services, including the cloud-based software subscriptions, extended warranties, and support and maintenance, are stand-ready obligations that are satisfied over time by providing the customer with ongoing access to the Company’s resources. The Company uses the time elapsed (straight-line) measure of progress to recognize revenue as these performance obligations are satisfied evenly over the respective service period. The implementation and integration services are performance obligations satisfied over time, and the Company uses the costs incurred as inputs in the measure of progress to recognize revenue as it satisfies these performance obligations. Deferred Revenue Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described above and is reduced as the revenue recognition criteria are met. Deferred revenue is classified as current or non-current based on expected revenue recognition timing. Specifically, deferred revenue that will be recognized as revenue within the succeeding 12 month period is recorded as current, and the portion of deferred revenue where revenue is expected to be recognized beyond 12 months from the reporting date is recorded as non-current deferred revenue in the Company’s consolidated balance sheets. Warranties The Company offers a standard product warranty that its products will operate free of material defects and function in accordance with the standard specifications for a period of one year from when control is transferred to the customer. The Company evaluated the warranty liability under ASC Topic 606 and determined that it is an assurance type warranty. At the time revenue is recognized, an estimate of future warranty costs is recorded as a component of cost of revenue and as liability in accrued expenses. Factors that affect the warranty obligation include historical as well as current product failure rates, service delivery costs incurred in correcting product failures, and warranty policies and business practices. | |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents. At December 31, 2020 and 2019, cash and cash equivalents consist principally of cash and money market accounts. | |
Trade Accounts Receivable and Allowance for Doubtful Accounts | Trade Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. On a periodic basis, the Company evaluates accounts receivable estimated to be uncollectible and provides allowances for doubtful accounts as necessary. The Company estimates its allowance for doubtful accounts based on historical loss patterns and the number of days that billings are past due. The following table summarizes the allowance for doubtful accounts activity for the year ended December 31, 2020: (in thousands) Fair Value Allowance for doubtful accounts as of December 31, 2019 $ — Additions 576 Deductions – write offs — Allowance for doubtful accounts as of December 31, 2020 $ 576 | |
Inventories | Inventories Inventories primarily consist of raw materials, work in progress and finished goods which are purchased and held by the Company’s third-party contract manufacturers. Inventories are stated at the lower of actual cost, determined using the average cost method, or net realizable value. Cost includes all direct and indirect production costs to convert materials into a finished product. Net realizable value is based upon an estimated average selling price reduced by the estimated costs of completion, disposal and transportation. The determination of net realizable value involves certain judgments including estimating average selling prices. The Company reduces the value of inventory for estimated obsolescence or lack of marketability by the difference between the cost of the affected inventory and the net realizable value. The valuation of inventory also requires the Company to estimate excess and obsolete inventory. The Company considers new product development schedules, the effect that new products might have on the sale of existing products, product obsolescence and product merchantability, including whether older products can be re-manufactured into new products among other factors. Losses expected to arise from firm, non-cancelable and unhedged commitments for the future purchase of inventory items are recognized unless the losses are recoverable through firm sales contracts or other means. | |
Other Assets - Related Party | Other Assets – Related Party Other assets include prepaid advances which represent amounts paid to a related party to fund leasehold improvements and other capital expenditures. Refer to Note 14 “Related Party Transactions” for further discussion about the nature of the transactions. | |
Security Deposits | Security Deposits Security deposits represent amounts paid to third parties in relation to non-cancelable leases. | |
Vendor Advances | Vendor Advances Vendor advances represent amounts paid to third party vendors for future services to be received related to production of the Company’s inventory. The classification current or non-current is based on the estimated timing of inventory delivery. | |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining lease term or the estimated useful lives of related improvements. Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Software 3 years Machinery and equipment 3 – 5 years Furnitures and fixtures 5 – 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term Expenditures for major renewals and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation is eliminated from the balance sheet, and any resulting gains or losses are included in the statements of operations and comprehensive loss in the period of disposal. | |
Capitalized Software Development Costs | Capitalized Software Development Costs Costs to develop software internally for internal use are capitalized and recorded as capitalized software development costs on the consolidated balance sheets as a component of property and equipment, net. The Company capitalizes qualifying costs associated with internally-developed software incurred during the application development stage so long as management with the relevant authority authorizes the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs incurred during the preliminary project and post-implementation stages, including training and maintenance, are expensed as incurred. Capitalized costs are amortized on a project-by-project basis using the straight-line method over the estimated economic life of the application, which is three years, beginning when the asset is substantially ready for use. Amortization expense is classified in the consolidated statement of operations based upon the nature of the project. | |
Deferred Offering Costs | Deferred Offering Costs Offering costs, consisting of legal, accounting, printer and filing fees related to the Company’s business combination, are deferred and are offset against proceeds from the transaction upon the consummation of the business combination. In the event the transaction was terminated, all deferred offering costs would be expensed. Deferred offering costs capitalized as of December 31, 2020 and 2019 were $3.7 million and $0.0 million, respectively. | |
Leases | Leases Leases are evaluated and classified as operating leases or capital leases for financial reporting purposes. Leases that meet one or more of the capital lease criteria under this guidance are recorded as capital leases. All other leases are recorded as operating leases. The Company does not have any capital leases as of December 31, 2020 or December 31, 2019. Rent expense related to the Company’s non-cancellable operating leases is recognized on a straight-line basis over the lease term. Deferred rent is recognized as the difference between the actual amount paid and the straight-line expense and is included in other liabilities in the accompanying consolidated balance sheets. The portion that is expected to be included in the statements of operations and comprehensive loss in the next 12 months is included in other current liabilities in the accompanying consolidated balance sheets. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable. Each impairment test is based on a comparison of the undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. An impairment was recorded during the year ended December 31, 2020 with regards to other assets. Refer to Note 14 “Related Party Transactions” for further discussion about the nature of the transaction. No impairments were recorded for the year ended December 31, 2019. | |
Convertible Debt | Convertible Debt The Company evaluates its convertible debt for embedded derivatives. Embedded provisions (like conversion options) are assessed under ASC Topic 815, Derivatives and Hedging to determine if they qualify as embedded derivatives that require separate accounting. To the extent that any embedded conversion option in the convertible debt is not bifurcated as an embedded derivative, that conversion option is also evaluated under ASC Topic 470, Debt , to determine if it qualifies as a beneficial conversion feature and requires separate accounting within equity. Debt issuance costs are recorded as a reduction to the carrying amount of the convertible debt and are amortized to interest expense using the effective interest method. The convertible debt is classified as short-term or long-term based on the debt’s payment schedule. Specifically, to the extent any payments are due within 12 months of the balance sheet date, it is classified as short-term while any payments that are due after 12 months from the balance sheet date are classified as long-term. | |
Cost of Revenue | Cost of Revenue Product: Cost of revenue consists of product costs including manufacturing costs, personnel costs and benefits, duties and other applicable importing costs, packaging, warranty replacement costs, depreciation expense, fulfillment costs, payment processing fees and inventory obsolescence and write-offs. Subscription: Cost of revenue consists of personnel costs, cloud hosting costs, amortization of internal use software and payment processing fees. | |
Research and Development | Research and Development Research and development expenses primarily consist of personnel costs and benefits, facilities-related expenses, consulting and professional fees, fabrication services, software and other outsourcing expenses. Substantially all of the Company’s research and development expenses are related to developing new products and services and improving existing products and services. Research and development expenses are expensed as incurred. | |
Sales and Marketing | Sales and Marketing Sales and marketing costs primarily consist of personnel costs and benefits, third party logistics, fulfillment and outbound shipping costs, facilities-related expenses, advertising, promotional, as well as conferences, meetings and other events. Advertising expenses are expensed as incurred. For the years ended December 31, 2020 and 2019, advertising expenses were $4.7 million and $0.9 million, respectively. | |
General and Administrative | General and Administrative General and administrative expenses primarily consist of personnel costs and benefits, patent and filing fees, facilities costs, office expenses and outside services. Outside services consist of professional services, legal and other professional fees. | |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares for the period, including any dilutive effect from such shares. The Company’s diluted net loss per common share is the same as basic net loss per common share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 12 “Net Loss Per Share” for further discussion. | |
Convertible Preferred Stock | Convertible Preferred Stock The Company has applied the guidance in ASC Topic 480‑10‑S99‑3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities and has therefore classified the Series A, Series B, Series C and Series D Convertible Preferred Stock (“Convertible Preferred Stock”) (Note 10) as mezzanine equity. The Convertible Preferred Stock was recorded outside of stockholders’ deficit because the Convertible Preferred Stock includes a redemption provision upon a change of control, which is a deemed liquidation event that is considered outside the Company’s control. The Convertible Preferred Stock have been recorded at their original issue price, net of issuance costs. The Company did not adjust the carrying values of the Convertible Preferred Stock to the liquidation price associated with a change of control because a change of control of the Company was not considered probable at either of the reporting dates. Subsequent adjustments to increase or decrease the carrying values to their respective liquidation prices will be made only if and when it becomes probable that such a change of control will occur. | |
Stock-Based Compensation | Stock-Based Compensation The measurement of share-based compensation expense for all stock-based payment awards, including stock options granted to employees, directors, and nonemployees, is based on the estimated fair value of the awards on the date of grant. The Company recognizes stock-based compensation expense for stock option grants on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. Generally, stock options fully vest four years from the grant date and have a term of 10 years. The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur. Prior to the adoption of ASU 2018‑07, stock options granted to non-employees were accounted for based on their fair value on the measurement date. Stock options granted to non-employees were subject to periodic revaluation over their vesting terms. As a result, the charge to statements of operations and comprehensive loss for non-employee options with vesting requirements was affected in each reporting period by a change in the fair value of the option calculated under the Black-Scholes option-pricing model. The Company during the year ended December 31, 2020 granted performance and market based option awards and performance based restricted stock units. The Company accounted for these awards according to the relevant provisions of ASC 718-Stock Compensation. For performance awards, the Company recognizes expense using the accelerated attribution method. Refer to Note 11 “Equity Incentive Plan” for further discussion about the nature of the transactions. | |
Common Stock Valuations | Common Stock Valuations The fair value of the shares of common stock underlying stock options has historically been determined by the Board of Directors (the “Board”), with input from management and contemporaneous third-party valuations, as there was no public market for the common stock. The Company believes that the Board has the relevant experience and expertise to determine the fair value of the Company’s common stock. Given the absence of a public trading market for the Company’s common stock, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation , the Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each option grant date. In valuing the Company’s common stock for 2019, the Board determined the value using the market approach-subject company transaction method. Under this method, the Company “solved for” the total equity value which allocates a probability-weighted present value to the Series D convertible preferred stockholders consistent with the investment amount of the financing round. However, given that the date of this value estimate precedes the current valuation date by one year, it is necessary to consider adjustments to account for the impact of any progress or changes in the Company’s business since its previous valuation. The Company considered two separate trend analyses in estimating the required adjustment in the subject company transaction method, a market trend analysis of guideline public companies and venture capital rates of return. In addition, the Company also considered the expected step-up in the next equity financing round (if any) as a reasonableness test. In valuing the Company’s common stock for 2020, the equity value of the business was determined using various valuation methods including combinations of income and market approaches with input from management. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in its cash flows. The market-based approach considers multiples of financial metrics based on trading multiples of a selected peer group of companies in similar lines of business. For each valuation, the equity value was then allocated to the common stock using either the option pricing method (“OPM”) or a combination of the OPM and the probability-weighted expected return method (“PWERM”), which is referred to as a Hybrid Method. The OPM allocates the overall Company value to the various share classes based on differences in liquidation preferences, participation rights, dividend policy and conversion rights, using a series of call options. The call right is valued using a Black-Scholes option pricing model. The PWERM employs additional information not used in the OPM, including various market approach calculations depending upon the likelihood of various discrete future liquidity scenarios such as completing the business combination described in Note 18 “Subsequent Events” as well as the probability of remaining a private company. Application of this approach involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships among those assumptions could have a material impact on the valuation of the Company’s common stock as of each valuation date. | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. | |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018‑07, Compensation—Stock Compensation (Topic 718) . The amendments in this update expand the scope of Topic 718 to include share-based payments to non-employees. An entity is required to apply the requirements of Topic 718 to non-employee awards except for specific guidance related to option pricing models and the attribution of cost. For nonemployee awards that had been issued prior to adoption of ASU 2018-07 and remained outstanding subsequent to adoption, the Company utilized the adoption date fair value of the nonemployee awards as a substitute for grant date fair value for future compensation expense recognition as permitted under the transition guidance. The Company adopted such guidance on January 1, 2020 and there was no material effect of adoption on the consolidated financial statements. In August 2018, the FASB issued ASU 2018‑13, Fair Value Measurement: Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) . The amendments add and modify certain disclosure requirements for fair value measurements. Under the new guidance, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, or valuation processes for Level 3 fair value measurements. However, public business entities will be required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and related changes in unrealized gains and losses included in other comprehensive income. ASU 2018‑13 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The Company adopted such guidance on January 1, 2020 and there was no material effect of adoption on the consolidated financial statements. | |
Recent Accounting Pronouncements Issued but Not Yet Adopted | Recent Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020‑05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance was effective for annual reporting periods beginning January 1, 2019, including interim periods within that annual reporting period. For other entities, this guidance is effective for the annual reporting period beginning January 1, 2022, and interim reporting periods within annual reporting period beginning January 1, 2023. This will require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption. The impact of the Company's adoption of Topic 842 to the consolidated financial statements will be to recognize the operating lease commitments as operating lease liabilities and right-of-use assets upon adoption, which will result in an increase in the assets and liabilities recorded on the balance sheet. The Company is continuing its assessment, which may identify additional impacts Topic 842 will have on the consolidated financial statements and disclosures. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016‑13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016‑13 also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. For public entities, this guidance was effective for annual reporting period beginning January 1, 2020, including interim periods within that annual reporting period. For other entities, this guidance is effective for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact the adoption of this pronouncement will have on the Company’s consolidated financial statements and disclosures. In August 2018, the FASB issued ASU 2018‑15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract (Topic 350‑40), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For public entities, this guidance was effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the other entities, this guidance is effective for the Company for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company’s consolidated financial statements and disclosures. In December 2019, the FASB ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For other entities, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting periods within annual reporting period beginning January 1, 2023. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the financial statements. In August 2020, the FASB issued ASU No. 2020‑06, Debt — Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815‑40) . The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This ASU also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. For public business entities, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim periods within those fiscal years. For all other entities, it is effective for annual reporting periods years beginning January 1, 2024, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after January 1, 2021. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the timing and impact of the adoption of ASU 2020‑06 on the Company’s consolidated financial statements and disclosures. |
Sumary of Significant Accountin
Sumary of Significant Accounting Policies (Tables) - BFLY Operations Inc | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of allowance for doubtful accounts | (in thousands) Fair Value Allowance for doubtful accounts as of December 31, 2019 $ — Additions 576 Deductions – write offs — Allowance for doubtful accounts as of December 31, 2020 $ 576 |
Schedule of useful life for property and equipment | Property and Equipment Estimated Useful Life Software 3 years Machinery and equipment 3 – 5 years Furnitures and fixtures 5 – 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Revenue Recognition (Tables)
Revenue Recognition (Tables) - BFLY Operations Inc | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of disaggregated revenue | The following table summarizes the Company’s disaggregated revenues (in thousands) for the year ended December 31: Pattern of Recognition 2020 2019 By Product Type: Devices and accessories Point-in-time $ 38,347 $ 25,081 Subscription services and other services Over time 7,905 2,502 Total revenue $ 46,252 $ 27,583 By Geographical Market: United States $ 33,237 $ 23,997 International 13,015 3,586 Total revenue $ 46,252 $ 27,583 |
Schedule of receivables and deferred revenue from contracts with customers | The following table provides information about receivables and deferred revenue from contracts with customers (in thousands): December 31, December 31, 2020 2019 Accounts receivable, net $ 5,752 $ 1,951 Deferred revenue, current 8,443 3,200 Deferred revenue, non-current 2,790 587 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Summary of inventories | 2020 2019 Raw materials $ 7,688 843 Work-in-progress 865 4,788 Finished goods 17,252 3,810 Total inventories $ 25,805 $ 9,441 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Schedule of other non-current assets | 2020 2019 Security deposits $ 1,888 $ 1,956 Deferred offering costs 3,711 — Total other non-current assets $ 5,599 $ 1,956 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Schedule of property and equipment, net | 2020 2019 Machinery and equipment $ 5,102 $ 4,485 Leasehold improvements 4,166 1,424 Software 888 182 Construction in progress 70 1,311 Other 42 28 10,268 7,430 Less: accumulated depreciation and amortization (3,398) (2,105) Property and equipment, net $ 6,870 $ 5,325 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) - BFLY Operations Inc | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of accrued expenses and other current liabilities | 2020 2019 Employee compensation $ 5,968 $ 2,208 Customer deposits 1,171 1,171 Accrued warranty liability 646 876 Non-income tax 3,695 1,646 Professional fees 5,432 484 Vendor settlements 2,975 — Other 1,921 566 Total other current liabilities $ 21,808 $ 6,951 |
Schedule of warranty expense activity | 2020 2019 Balance, beginning of period $ 876 $ 133 Warranty provision charged to operations 2,498 2,203 Warranty claims (1,548) (1,460) Balance, end of period $ 1,826 $ 876 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Schedule of authorized, issued and outstanding Convertible Preferred Stock | The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2020 and December 31, 2019 (in thousands, except share and per share information): Issuance Shares Total Initial Price Authorized, Proceeds or Net Liquidation Year of per Issued and Exchange Issuance Carrying Price per Class Issuance share Outstanding Value Costs Value share Series A 2012 $ 0.04 25,952,123 $ 1,038 $ 11 $ 1,027 $ 0.80 Series B 2014 0.80 25,000,000 20,000 99 19,901 0.80 Series C 2014 – 2015 3.33 27,948,045 93,067 246 92,821 3.33 Series D 2018 10.27 24,342,746 250,000 2,812 247,188 10.27 103,242,914 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) - BFLY Operations Inc | 12 Months Ended |
Dec. 31, 2020 | |
Summary of the stock option activity | A summary of the stock option activity under the Plan is presented in the table below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Term Value Outstanding at January 1, 2019 13,673,551 2.10 7.74 30,252 Granted 1,785,056 4.31 Exercised (171,730) 1.89 Forfeited (594,544) 2.68 Outstanding at December 31, 2019 14,692,333 2.35 6.94 47,820 Granted 13,957,917 5.77 Exercised (629,241) 3.19 Forfeited (2,297,410) 2.60 Outstanding at December 31, 2020 25,723,599 4.18 7.06 143,338 Options exercisable at December 31, 2019 9,788,082 1.90 6.39 36,207 Options exercisable at December 31, 2020 11,126,920 2.38 6.01 82,033 Vested and expected to vest at December 31, 2019 13,559,748 2.27 6.85 45,138 Vested and expected to vest at December 31, 2020 22,320,862 3.97 6.94 129,047 |
Schedule of assumptions used to value option grants to employees and non-employees | The assumptions used to value option grants to employees were as follows: 2020 2019 Risk free interest rate 0.4% – 1.7% 2.3% – 2.5% Expected dividend yield 0% 0% Expected term 5.9 years – 6.3 years 6 years – 6.1 years Expected volatility 50% 50% The assumptions used to value option grants to non-employees were as follows: 2020 2019 Risk free interest rate 0.4% – 1.7% 1.5% – 2.7% Expected dividend yield 0% 0% Expected term 1.1 years – 6.1 years 8.1 years to 10 years Expected volatility 50% 50% |
Schedule of stock-based compensation expense | The Company’s stock-based compensation expense for the periods presented was as follows (in thousands): 2020 2019 Cost of revenue – Subscription $ 697 $ 15 Research and development 3,869 3,693 Sales and marketing 2,591 1,041 General and administrative 3,847 1,289 Total stock-based compensation expense $ 11,004 $ 6,038 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of calculation of basic and diluted net loss per share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From February 4, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 355,909 Income and Franchise Tax (218,103) Net Earnings $ 137,806 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 40,948,182 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,454,848) Redeemable Net Earnings (137,806) Non-Redeemable Net Loss $ (3,592,654) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 9,839,969 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (0.37) | |
BFLY Operations Inc | ||
Schedule of calculation of basic and diluted net loss per share | The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except share and per share amounts): 2020 2019 Numerator: Net loss $ (162,745) $ (99,697) Numerator for Basic and Dilutive EPS – Loss available to common stockholders $ (162,745) $ (99,697) Denominator: Weighted-average common shares outstanding 5,833,164 5,622,752 Denominator for Basic and Dilutive EPS – Weighted-average common stock 5,833,164 5,622,752 Basic and dilutive loss per share $ (27.90) $ (17.73) Anti-dilutive common equivalent shares were as follows: 2020 2019 Outstanding options to purchase common stock 26,742,256 14,692,333 Outstanding Convertible Preferred Stock (Series A through D) 103,242,914 103,242,914 Total anti-dilutive common equivalent shares 129,985,170 117,935,247 |
Income Taxes (Tables)
Income Taxes (Tables) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of reconciliation of the statutory income tax rate to the effective income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (22.0) % Income tax provision (1.0) % | |
Schedule of net deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ — Organizational costs/Startup expenses 754,457 Total deferred tax asset 754,457 Valuation allowance (754,457) Deferred tax asset, net of allowance $ — | |
BFLY Operations Inc | ||
Schedule of income (loss) before provision for income taxes | Income (loss) before provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 Federal $ (162,876) $ (98,833) Foreign 170 (864) Loss before provision for income taxes $ (162,706) $ (99,697) | |
Schedule of reconciliation of the statutory income tax rate to the effective income tax rate | A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, (In Thousands) 2020 2019 Income at US Statutory Rate 21.00 % 21.00 % State Taxes, net of Federal benefit 3.18 % 3.30 % Permanent Differences (0.70) % (0.44) % Tax Credits 0.86 % 1.32 % Foreign Rate Differential 0.00 % (0.01) % Valuation Allowance (24.35) % (25.04) % Other (0.01) % (0.13) % (0.02) % 0.00 % | |
Schedule of net deferred tax assets | Net deferred tax assets as of December 31, 2020 and 2019 consisted of the following (in thousands): Year Ended December 31, (In Thousands) 2020 2019 Deferred tax assets Net operating loss carryforwards $ 83,058 $ 52,717 Tax Credits 6,582 5,271 Stock Compensation 4,088 2,346 Accruals & Reserves 7,293 1,785 Other 853 154 Total Deferred tax assets $ 101,874 $ 62,273 Valuation Allowance (101,773) (62,157) Total Deferred tax assets $ 101 $ 116 Deferred tax liabilities Depreciation (101) (116) Net deferred tax assets $ — $ — |
Commitments and Contingencies_3
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
BFLY Operations Inc | |
Schedule of future minimum rental payments under non-cancelable operating leases | The following is a schedule of future minimum rental payments under non-cancelable operating leases with initial terms in excess of one year (in thousands): Years ending December 31: 2021 $ 1,044 2022 2,043 2023 1,934 2024 1,904 2025 1,987 Thereafter 7,354 Total future minimum rental payments $ 16,266 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - BFLY Operations Inc $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Allowance for doubtful accounts as of begining balance | $ 0 |
Additions | 576 |
Deductions - write offs | 0 |
Allowance for doubtful accounts as of ending balance | $ 576 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Property and Equipment (Details) - BFLY Operations Inc | 12 Months Ended |
Dec. 31, 2020 | |
Software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 3 years |
Minimum [Member] | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 3 years |
Minimum [Member] | Furnitures and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 5 years |
Maximum [Member] | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 5 years |
Maximum [Member] | Furnitures and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 7 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Additional Information (Details) - BFLY Operations Inc | Feb. 12, 2021USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) |
Gross proceeds from business combination | $ 589,000,000 | ||
Number of Operating Segments | segment | 1 | ||
Deferred offering costs | $ 3,711,000 | $ 0 | |
Impairments | 0 | ||
Advertising expense | $ 4,700,000 | $ 900,000 | |
Vesting period of stock options | 4 years | ||
Term of stock options | 10 years |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - BFLY Operations Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 46,252 | $ 27,583 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 33,237 | 23,997 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 13,015 | 3,586 |
Product | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 38,347 | 25,081 |
Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 7,905 | $ 2,502 |
Revenue Recognition - Receivabl
Revenue Recognition - Receivables and deferred revenue from contracts with customers (Details) - BFLY Operations Inc - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, net | $ 5,752 | $ 1,951 |
Deferred revenue, current | 8,443 | 3,200 |
Deferred revenue, non-current | $ 2,790 | $ 587 |
Revenue Recognition (Details)
Revenue Recognition (Details) - BFLY Operations Inc - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Amount of revenue recognized | $ 3.2 | $ 0.2 |
Remaining performance obligations | $ 15.4 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percentage of remaining performance obligations as revenue | 65.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percentage of remaining performance obligations as revenue | 35.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 2 years |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Level 1 | Money market funds | BFLY Operations Inc | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | $ 41.9 | $ 78.4 |
Inventories (Details)
Inventories (Details) - BFLY Operations Inc - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Raw materials | $ 7,688 | $ 843 |
Work-in-progress | 865 | 4,788 |
Finished goods | 17,252 | 3,810 |
Total inventories | 25,805 | 9,441 |
Net realizable value inventory adjustments and excess and obsolete inventory charges | $ 7,100 | $ 2,700 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - BFLY Operations Inc - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Security deposits | $ 1,888 | $ 1,956 |
Deferred offering costs | 3,711 | 0 |
Total other non-current assets | $ 5,599 | $ 1,956 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - BFLY Operations Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 10,268 | $ 7,430 |
Less: accumulated depreciation and amortization | (3,398) | (2,105) |
Property and equipment, net | 6,870 | 5,325 |
Depreciation and amortization expense | 1,316 | 758 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,102 | 4,485 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,166 | 1,424 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 888 | 182 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 70 | 1,311 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 42 | $ 28 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - BFLY Operations Inc - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Employee compensation | $ 5,968 | $ 2,208 |
Customer deposits | 1,171 | 1,171 |
Accrued warranty liability | 646 | 876 |
Non-income tax | 3,695 | 1,646 |
Professional fees | 5,432 | 484 |
Vendor settlements | 2,975 | |
Other | 1,921 | 566 |
Total other current liabilities | $ 21,808 | $ 6,951 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Warranty expense activity (Details) - BFLY Operations Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance, beginning of period | $ 876 | $ 133 |
Warranty provision charged to operations | 2,498 | 2,203 |
Warranty claims | (1,548) | (1,460) |
Balance, end of period | $ 1,826 | $ 876 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - BFLY Operations Inc | Dec. 31, 2020Vote$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Class of Stock [Line Items] | ||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Shares authorized | 112,000,000 | 112,000,000 |
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Shares issued | 6,350,083 | 5,720,842 |
Shares outstanding | 6,350,083 | 5,720,842 |
Votes per share | Vote | 1 | |
Special-voting common stock | ||
Class of Stock [Line Items] | ||
Shares authorized | 25,952,123 | 25,952,123 |
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Shares issued | 0 | 0 |
Shares outstanding | 0 | 0 |
Votes per share | Vote | 10 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Authorized, issued and outstanding Convertible Preferred Stock (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | |||
Issuance Costs | $ 721,852 | ||
BFLY Operations Inc | |||
Temporary Equity [Line Items] | |||
Shares Authorized, Issued and Outstanding | 103,242,914 | 103,242,914 | |
Convertible Preferred Stock | BFLY Operations Inc | |||
Temporary Equity [Line Items] | |||
Shares Authorized, Issued and Outstanding | 103,242,914 | 103,242,914 | 103,242,914 |
Series A convertible preferred stock | BFLY Operations Inc | |||
Temporary Equity [Line Items] | |||
Purchase price | $ 0.04 | $ 0.04 | |
Shares Authorized, Issued and Outstanding | 25,952,123 | 25,952,123 | |
Total Proceeds or Exchange Value | $ 1,038,000 | ||
Issuance Costs | 11,000 | ||
Net Carrying Value | $ 1,027,000 | ||
Initial Liquidation Price per share | $ 0.80 | $ 0.80 | |
Series B convertible preferred stock | BFLY Operations Inc | |||
Temporary Equity [Line Items] | |||
Purchase price | $ 0.80 | $ 0.80 | |
Shares Authorized, Issued and Outstanding | 25,000,000 | 25,000,000 | |
Total Proceeds or Exchange Value | $ 20,000,000 | ||
Issuance Costs | 99,000 | ||
Net Carrying Value | $ 19,901,000 | ||
Initial Liquidation Price per share | $ 0.80 | $ 0.80 | |
Series C convertible preferred stock | BFLY Operations Inc | |||
Temporary Equity [Line Items] | |||
Purchase price | $ 3.33 | $ 3.33 | |
Shares Authorized, Issued and Outstanding | 27,948,045 | 27,948,045 | |
Total Proceeds or Exchange Value | $ 93,067,000 | ||
Issuance Costs | 246,000 | ||
Net Carrying Value | $ 92,821,000 | ||
Initial Liquidation Price per share | $ 3.33 | $ 3.33 | |
Series D convertible preferred stock | BFLY Operations Inc | |||
Temporary Equity [Line Items] | |||
Purchase price | $ 10.27 | $ 10.27 | |
Shares Authorized, Issued and Outstanding | 24,342,746 | 24,342,746 | |
Total Proceeds or Exchange Value | $ 250,000,000 | ||
Issuance Costs | 2,812,000 | ||
Net Carrying Value | $ 247,188,000 | ||
Initial Liquidation Price per share | $ 10.27 | $ 10.27 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - BFLY Operations Inc | 12 Months Ended |
Dec. 31, 2020USD ($)itemVote$ / sharesshares | |
Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Dividends (in percent) | 8.00% |
Series C convertible preferred stock | |
Temporary Equity [Line Items] | |
Minimum gross proceeds to be raised | $ | $ 80,000,000 |
Number of times of conversion price | item | 3 |
Conversion Price | $ / shares | $ 10.27 |
Common Stock [Member] | |
Temporary Equity [Line Items] | |
Votes per share | Vote | 1 |
Number of Convertible Preferred Stock converted to Common Stock | shares | 1 |
Special-voting common stock | |
Temporary Equity [Line Items] | |
Votes per share | Vote | 10 |
Number of Convertible Preferred Stock converted to Common Stock | shares | 1 |
Equity Incentive Plan - Stock o
Equity Incentive Plan - Stock option activity (Details) - Plan - Options - BFLY Operations Inc - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | |||
Outstanding at beginning of year | 14,692,333 | 13,673,551 | |
Granted | 13,957,917 | 1,785,056 | |
Exercised | (629,241) | (171,730) | |
Forfeited | (2,297,410) | (594,544) | |
Outstanding at end of year | 25,723,599 | 14,692,333 | 13,673,551 |
Options exercisable | 11,126,920 | 9,788,082 | |
Vested and expected to vest | 22,320,862 | 13,559,748 | |
Weighted Average Exercise Price | |||
Outstanding at beginning of year | $ 2.35 | $ 2.10 | |
Granted | 5.77 | 4.31 | |
Exercised | 3.19 | 1.89 | |
Forfeited | 2.60 | 2.68 | |
Outstanding at end of year | 4.18 | 2.35 | $ 2.10 |
Options exercisable | 2.38 | 1.90 | |
Vested and expected to vest | $ 3.97 | $ 2.27 | |
Weighted Average Remaining Contractual Term | |||
Outstanding weighted average remaining contractual term | 7 years 22 days | 6 years 11 months 9 days | 7 years 8 months 27 days |
Options exercisable | 6 years 4 days | 6 years 4 months 21 days | |
Vested and expected to vest | 6 years 11 months 9 days | 6 years 10 months 6 days | |
Aggregate Intrinsic Value | |||
Outstanding at beginning of year | $ 47,820 | $ 30,252 | |
Outstanding at end of year | 143,338 | 47,820 | $ 30,252 |
Options exercisable | 82,033 | 36,207 | |
Vested and expected to vest | $ 129,047 | $ 45,138 |
Equity Incentive Plan - Option
Equity Incentive Plan - Option grants to employees and non-employees (Details) - Options - BFLY Operations Inc | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 0.40% | 2.30% |
Risk free interest rate, maximum | 1.70% | 2.50% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 50.00% | 50.00% |
Employees | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years 10 months 24 days | 6 years |
Employees | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 3 months 18 days | 6 years 1 month 6 days |
Non-employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 0.40% | 1.50% |
Risk free interest rate, maximum | 1.70% | 2.70% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 50.00% | 50.00% |
Non-employees | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 1 year 1 month 6 days | 8 years 1 month 6 days |
Non-employees | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 1 month 6 days | 10 years |
Equity Incentive Plan - Stock-b
Equity Incentive Plan - Stock-based compensation expense (Details) - BFLY Operations Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 11,004 | $ 6,038 |
Cost of revenue - Subscription | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 697 | 15 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 3,869 | 3,693 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 2,591 | 1,041 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 3,847 | $ 1,289 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - BFLY Operations Inc - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term of stock options | 10 years | |
Cash proceeds from the exercise of stock options | $ 2,038 | $ 324 |
Option awards issued | 3,270,000 | |
Number of options that were modified to increase the post-employment exercise period | 705,883 | |
Unrecognized stock-based compensation expense | $ 10,000 | |
Tax benefits of the stock-based compensation expense | 0 | 0 |
Tax benefits from the exercise of stock options | 0 | 0 |
Unrecognized stock-based compensation expense | $ 33,100 | $ 10,600 |
Remaining weighted average vesting period | 3 years 6 months | 3 years 6 months |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted | 1,825,000 | |
Unrecognized stock-based compensation expense | $ 17,800 | |
Restricted stock units | Non-employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted | 1,000,000 | |
Plan | Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Increase in Common Stock reserved for issuance | 13,506,938 | |
Common Stock reserved for issuance | 33,506,938 | |
Common shares remain available for issuance | 204,090 | |
Term of stock options | 10 years | |
Cash proceeds from the exercise of stock options | $ 2,000 | $ 300 |
Total intrinsic value of the stock options exercised | $ 3,600 | $ 500 |
Weighted-average grant date fair value of options granted | $ 3.27 | $ 2.31 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (3,454,848) | ||
Numerator for Basic and Dilutive EPS - Loss available to common stockholders | $ (3,592,654) | ||
Denominator: | |||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 9,839,969 | ||
Net loss per common share attributable to common stockholders, basic and diluted | $ (0.37) | ||
BFLY Operations Inc | |||
Numerator: | |||
Net loss | $ (162,745,000) | $ (99,697,000) | |
Numerator for Basic and Dilutive EPS - Loss available to common stockholders | $ (162,745,000) | $ (99,697,000) | |
Denominator: | |||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 5,833,164 | 5,622,752 | |
Net loss per common share attributable to common stockholders, basic and diluted | $ (27.90) | $ (17.73) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive common equivalent shares (Details) - BFLY Operations Inc - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 129,985,170 | 117,935,247 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 26,742,256 | 14,692,333 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 103,242,914 | 103,242,914 |
Income Taxes - Income (loss) be
Income Taxes - Income (loss) before provision for income taxes (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loss before provision for income taxes | $ (3,418,216) | ||
BFLY Operations Inc | |||
Federal | $ (162,876,000) | $ (98,833,000) | |
Foreign | 170,000 | (864,000) | |
Loss before provision for income taxes | $ (162,706,000) | $ (99,697,000) |
Income Taxes - Statutory income
Income Taxes - Statutory income tax rate (Details) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income at US Statutory Rate | 21.00% | ||
State taxes, net of federal tax benefit | 0.00% | ||
Valuation Allowance | (22.00%) | ||
Income tax benefit | (1.00%) | ||
BFLY Operations Inc | |||
Income at US Statutory Rate | 21.00% | 21.00% | |
State taxes, net of federal tax benefit | 3.18% | 3.30% | |
Permanent Differences | (0.70%) | (0.44%) | |
Tax Credits | 0.86% | 1.32% | |
Foreign Rate Differential | 0.00% | (0.01%) | |
Valuation Allowance | (24.35%) | (25.04%) | |
Other | (0.01%) | (0.13%) | |
Income tax benefit | (0.02%) | 0.00% |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Net operating loss carryforward | $ 0 | |
Total deferred tax assets | 754,457 | |
Valuation allowance | (754,457) | |
Total Deferred tax assets | 0 | |
BFLY Operations Inc | ||
Deferred tax assets | ||
Net operating loss carryforward | 83,058,000 | $ 52,717,000 |
Tax Credits | 6,582,000 | 5,271,000 |
Stock Compensation | 4,088,000 | 2,346,000 |
Accruals & Reserves | 7,293,000 | 1,785,000 |
Other | 853,000 | 154,000 |
Total deferred tax assets | 101,874,000 | 62,273,000 |
Valuation allowance | (101,773,000) | (62,157,000) |
Total Deferred tax assets | 101,000 | 116,000 |
Deferred tax liabilities | ||
Depreciation | $ (101,000) | $ (116,000) |
Income Taxes (Details)
Income Taxes (Details) - BFLY Operations Inc - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | |||
Tax provision | $ 40 | ||
valuation allowance increased | $ 39,600 | 39,600 | $ 25,000 |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss ("NOL") carryforwards | 330,200 | 330,200 | 205,500 |
Net operating loss ("NOL") carryforwards, subject to expire | 73,700 | 73,700 | |
Net operating loss ("NOL") carryforwards, carried forward indefinitely | 256,500 | 256,500 | |
Federal and state tax credits | 6,100 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss ("NOL") carryforwards | 232,100 | $ 232,100 | $ 166,800 |
Federal and state tax credits | $ 600 |
Related Party Transactions (Det
Related Party Transactions (Details) - BFLY Operations Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 38 | $ 829 |
Due to related parties | 154 | 6 |
Catalyzer 4 Member | ||
Related Party Transaction [Line Items] | ||
Rent expense | 500 | 400 |
Impairment charge | 1,400 | |
Prepaid advance | 1,500 | |
Amended And Restated Technology Services Agreement Member | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 40 | 0 |
Due to related parties | $ 10 | 0 |
Term for paid or receivable amounts (in days) | 30 days | |
Amended And Restated Technology Services Agreement Member | Catalyzer 4 Member | ||
Related Party Transaction [Line Items] | ||
Expenses incurred | $ 5,100 | 7,300 |
Due from related parties | 0 | 800 |
Due to related parties | $ 100 | $ 0 |
Loan Payable (Details)
Loan Payable (Details) - PPP Loan - BFLY Operations Inc - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
May 31, 2020 | Dec. 31, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | ||
Loan proceeds | $ 4.4 | |
Term of PPP Loan (in years) | 2 years | |
Interest rate | 1.00% |
Convertible Debt (Details)
Convertible Debt (Details) - BFLY Operations Inc $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Debt Instrument [Line Items] | |
Gross proceeds | $ 50,000 |
Convertible debt | |
Debt Instrument [Line Items] | |
Gross proceeds | $ 50,000 |
Interest rate (in percent) | 5.00% |
Minimum percentage of approval by debt holders for redemption | 50.00% |
Maturity term (in years) | 2 years |
Numerator for obtaining price per share | $ 1,750,000 |
Conversion price per share | $ / shares | $ 10.27 |
Debt issuance costs | $ 1,500 |
Interest expense and amortization expense for the issuance costs | $ 1,000 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - BFLY Operations Inc $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2021 | $ 1,044 |
2022 | 2,043 |
2023 | 1,934 |
2024 | 1,904 |
2025 | 1,987 |
Thereafter | 7,354 |
Total future minimum rental payments | $ 16,266 |
Commitments and Contingencies_5
Commitments and Contingencies (Details1) - BFLY Operations Inc - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Long-term Purchase Commitment [Line Items] | |||
Rent expense | $ 2,100 | $ 1,900 | |
Write-down of the vendor advance | 10,560 | 9,500 | |
Expected losses on other purchase commitments | 6,900 | ||
Inventories [Member] | |||
Long-term Purchase Commitment [Line Items] | |||
Minimum inventory purchase commitments | 169,300 | ||
Prepaid vendor advance, net of write-downs | 36,400 | $ 46,900 | |
Amount of increase to purchase commitment | $ 169,300 | ||
Net loss on vendor purchase commitment | 53,200 | ||
Write-downs and an accrual agreement | 42,600 | ||
Accrued purchase commitments | $ 42,600 | ||
Minimum [Member] | Inventories [Member] | |||
Long-term Purchase Commitment [Line Items] | |||
Fixed or minimum annual commitments period (in years) | 1 year | ||
Maximum [Member] | Inventories [Member] | |||
Long-term Purchase Commitment [Line Items] | |||
Fixed or minimum annual commitments period (in years) | 5 years |
Subsequent Events (Details)_2
Subsequent Events (Details) - BFLY Operations Inc - USD ($) $ in Millions | Feb. 12, 2021 | Feb. 11, 2021 | Jan. 23, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Vesting period (in years) | 4 years | |||
Gross proceeds from business combination | $ 589 | |||
Restricted stock units | ||||
Subsequent Event [Line Items] | ||||
Granted (in shares) | 1,825,000 | |||
Restricted stock units | Non-employees | ||||
Subsequent Event [Line Items] | ||||
Granted (in shares) | 1,000,000 | |||
Subsequent Event [Member] | Longview Acquisition Corp | ||||
Subsequent Event [Line Items] | ||||
Gross proceeds from business combination | $ 589 | |||
Subsequent Event [Member] | Options | ||||
Subsequent Event [Line Items] | ||||
Acceleration of awards | 1,500,000 | |||
Vesting period (in years) | 4 years | |||
Subsequent Event [Member] | Options | Non-employees | Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Equity compensation, awards to purchase Common Stock | 1,500,000 | |||
Subsequent Event [Member] | Restricted stock units | Employees | ||||
Subsequent Event [Line Items] | ||||
Vesting period (in years) | 4 years | 4 years | ||
Granted (in shares) | 400,000 | |||
Subsequent Event [Member] | Restricted stock units | Non-employees | Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Equity compensation, awards to purchase Common Stock | 1,000,000 |