Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | POS AM |
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 | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 162,561 | $ 422,841 |
Marketable securities | 75,250 | |
Accounts receivable, net | 14,685 | 11,936 |
Inventories | 59,970 | 36,243 |
Current portion of vendor advances | 35,182 | 27,500 |
Prepaid expenses and other current assets | 9,489 | 13,384 |
Total current assets | 357,137 | 511,904 |
Property and equipment, net | 31,331 | 14,703 |
Non-current portion of vendor advances | 12,782 | |
Operating lease assets | 21,567 | 24,083 |
Other non-current assets | 7,535 | 8,493 |
Total assets | 417,570 | 571,965 |
Current liabilities: | ||
Accounts payable | 7,211 | 5,798 |
Deferred revenue, current | 15,856 | 13,071 |
Accrued purchase commitments, current | 2,146 | 5,329 |
Accrued expenses and other current liabilities | 26,116 | 25,631 |
Total current liabilities | 51,329 | 49,829 |
Deferred revenue, non-current | 4,957 | 5,476 |
Warrant liabilities | 5,370 | 26,229 |
Accrued purchase commitments, non-current | 14,200 | |
Operating lease liabilities | 29,966 | 27,690 |
Other non-current liabilities | 588 | 850 |
Total liabilities | 92,210 | 124,274 |
Commitments and contingencies (Note 19) | ||
Stockholders' equity: | ||
Additional paid-in capital | 921,278 | 874,886 |
Accumulated deficit | (595,938) | (427,215) |
Total stockholders' equity | 325,360 | 447,691 |
Total liabilities and stockholders' equity | 417,570 | 571,965 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 17 | 17 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 3 | $ 3 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2022 $ / shares shares |
Class A Common Stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 600,000,000 |
Common stock shares issued | 174,459,956 |
Common stock, shares outstanding (in shares) | 174,459,956 |
Class B Common Stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 27,000,000 |
Common stock shares issued | 26,426,937 |
Common stock, shares outstanding (in shares) | 26,426,937 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 73,390 | $ 62,565 | $ 46,252 |
Cost of revenue: | |||
Total cost of revenue | 33,930 | 45,511 | 107,475 |
Gross profit (loss) | 39,460 | 17,054 | (61,223) |
Operating expenses: | |||
Research and development | 89,121 | 74,461 | 49,738 |
Sales and marketing | 59,888 | 49,604 | 26,263 |
General and administrative | 83,471 | 85,717 | 24,395 |
Total operating expenses | 232,480 | 209,782 | 100,396 |
Loss from operations | (193,020) | (192,728) | (161,619) |
Interest income | 3,384 | 2,573 | 285 |
Interest expense | (2) | (651) | (1,141) |
Change in fair value of warrant liabilities | 20,859 | 161,095 | |
Other income (expense), net | 98 | (2,577) | (231) |
Loss before provision for income taxes | (168,681) | (32,288) | (162,706) |
Provision for income taxes | 42 | 121 | 39 |
Net loss and comprehensive loss | $ (168,723) | $ (32,409) | $ (162,745) |
Net loss per common share - basic | $ (0.84) | $ (0.19) | $ (26.87) |
Net loss per common share - diluted | $ (0.84) | $ (0.19) | $ (26.87) |
Weighted-average common shares outstanding - basic | 199,848,386 | 173,810,053 | 6,056,574 |
Weighted-average common shares outstanding - diluted | 199,848,386 | 173,810,053 | 6,056,574 |
Product | |||
Revenue: | |||
Total revenue | $ 50,263 | $ 47,868 | $ 38,347 |
Cost of revenue: | |||
Total cost of revenue | 26,804 | 29,308 | 46,294 |
Software and other services | |||
Revenue: | |||
Total revenue | 23,127 | 14,697 | 7,905 |
Cost of revenue: | |||
Total cost of revenue | $ 7,126 | 2,238 | 1,068 |
Loss on product purchase commitments | |||
Cost of revenue: | |||
Total cost of revenue | $ 13,965 | $ 60,113 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Class A Common Stock | Class B Common Stock | Convertible Preferred Stock | Total |
Convertible Preferred Stock, Balance at beginning of the period at Dec. 31, 2019 | $ 360,937 | |||||||
Convertible Preferred Stock, Balance at beginning of the period (in shares) at Dec. 31, 2019 | 107,197,118 | |||||||
Convertible Preferred Stock, Balance at end of the period at Dec. 31, 2020 | $ 360,937 | |||||||
Convertible Preferred Stock, Balance at end of the period (in shares) at Dec. 31, 2020 | 107,197,118 | |||||||
Balance at beginning of the period at Dec. 31, 2019 | $ 1 | $ 19,782 | $ (232,061) | $ (212,278) | ||||
Balance at beginning of the period (in shares) at Dec. 31, 2019 | 5,939,950 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (162,745) | (162,745) | ||||||
Common stock issued upon exercise of stock options and warrants | 2,009 | 2,009 | ||||||
Common stock issued upon exercise of stock options and warrants (in shares) | 653,341 | |||||||
Stock-based compensation expense | 11,083 | 11,083 | ||||||
Balance at end of the period at Dec. 31, 2020 | $ 1 | 32,874 | (394,806) | (361,931) | ||||
Balance at end of the period (in shares) at Dec. 31, 2020 | 6,593,291 | 0 | ||||||
Increase (Decrease) in Convertible Preferred Stock | ||||||||
Conversion of convertible preferred stock | $ (360,937) | |||||||
Conversion of convertible preferred stock (in shares) | (107,197,118) | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (32,409) | (32,409) | ||||||
Common stock issued upon exercise of stock options and warrants | $ 1 | 21,708 | $ 21,709 | |||||
Common stock issued upon exercise of stock options and warrants (in shares) | 8,886,801 | 8,911,435 | ||||||
Common stock issued upon vesting of restricted stock units (in shares) | 1,018,828 | |||||||
Conversion of convertible preferred stock | $ 8 | $ 3 | 360,926 | $ 360,937 | ||||
Conversion of convertible preferred stock (in shares) | 80,770,178 | 26,426,937 | ||||||
Conversion of convertible debt | $ 1 | 49,916 | 49,917 | |||||
Conversion of convertible debt (in shares) | 5,115,140 | |||||||
Net equity infusion from the Business Combination | $ 6 | 361,281 | 361,287 | |||||
Net equity infusion from the Business Combination (in shares) | 69,228,811 | |||||||
Stock-based compensation expense | 48,181 | 48,181 | ||||||
Balance at end of the period at Dec. 31, 2021 | $ 17 | $ 3 | 874,886 | (427,215) | 447,691 | |||
Balance at end of the period (in shares) at Dec. 31, 2021 | 171,613,049 | 26,426,937 | 171,613,049 | 26,426,937 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (168,723) | (168,723) | ||||||
Common stock issued upon exercise of stock options and warrants | 2,982 | $ 2,982 | ||||||
Common stock issued upon exercise of stock options and warrants (in shares) | 1,081,313 | 1,081,213 | ||||||
Common stock issued upon vesting of restricted stock units | (106) | $ (106) | ||||||
Common stock issued upon vesting of restricted stock units (in shares) | 1,765,594 | |||||||
Stock-based compensation expense | 43,516 | 43,516 | ||||||
Balance at end of the period at Dec. 31, 2022 | $ 17 | $ 3 | $ 921,278 | $ (595,938) | $ 325,360 | |||
Balance at end of the period (in shares) at Dec. 31, 2022 | 174,459,956 | 26,426,937 | 174,459,956 | 26,426,937 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (168,723) | $ (32,409) | $ (162,745) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 5,935 | 2,090 | 1,316 |
Write-down of vendor advance | 2,300 | 10,560 | |
Non-cash interest expense on convertible debt | 389 | 1,047 | |
Write-down of inventories | 783 | 889 | 7,123 |
Stock-based compensation expense | 42,531 | 47,798 | 11,004 |
Change in fair value of warrant liabilities | (20,859) | (161,095) | |
Other | 615 | 1,900 | 1,966 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (3,063) | (6,127) | (4,377) |
Inventories | (24,510) | (11,285) | (23,487) |
Prepaid expenses and other assets | 3,819 | (10,669) | (20) |
Vendor advances | 5,100 | (2,621) | 1,658 |
Accounts payable | 1,216 | (10,521) | 11,175 |
Deferred revenue | 2,266 | 7,314 | 7,446 |
Accrued purchase commitments | (17,383) | (23,063) | 42,550 |
Change in operating lease assets and liabilities | 2,257 | 1,901 | |
Accrued expenses and other liabilities | 901 | 4,022 | 13,084 |
Net cash used in operating activities | (169,115) | (189,187) | (81,700) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (75,534) | (1,019,003) | |
Sales of marketable securities | 1,017,010 | ||
Purchases of property and equipment, including capitalized software | (18,302) | (7,877) | (2,376) |
Sales of property and equipment | 57 | ||
Net cash used in investing activities | (93,779) | (9,870) | (2,376) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options and warrants | 2,982 | 21,707 | 2,038 |
Net proceeds from equity infusion from the Business Combination | 548,403 | (657) | |
Proceeds from loan payable | 4,366 | ||
Proceeds from issuance of convertible debt | 50,000 | ||
Payment of loan payable | (4,366) | ||
Payments of debt issuance costs | (52) | (1,467) | |
Other financing activities | (101) | ||
Net cash provided by financing activities | 2,881 | 565,692 | 54,280 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (260,013) | 366,635 | (29,796) |
Cash, cash equivalents and restricted cash, beginning of period | 426,841 | 60,206 | 90,002 |
Cash, cash equivalents and restricted cash, end of period | 166,828 | 426,841 | 60,206 |
Supplemental disclosure of non-cash investing and financing activities | |||
Purchase of property and equipment | $ 4,501 | $ 1,841 | 564 |
Deferred offering costs and debt issuance costs | $ 3,106 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Description of Business | |
Organization and Description of Business | Note 1. Organization and Description of Business Butterfly Network, Inc., formerly known as Longview Acquisition Corp. (the “Company”), was incorporated in Delaware on February 4, 2020. The Company’s legal name became Butterfly Network, Inc. following the Business Combination. The prior period financial information represents the financial results and condition of BFLY Operations, Inc. (formerly Butterfly Network, Inc.). The Company is an innovative digital health business transforming care with handheld, whole-body ultrasound. Powered by its proprietary Ultrasound-on-Chip™ technology, the solution enables the acquisition of imaging information from an affordable, powerful device that fits in a healthcare professional’s pocket with a combination of cloud-connected software and hardware technology. The Company operates wholly-owned subsidiaries in Australia, Germany, Netherlands, the United Kingdom and Taiwan. Although the Company has incurred recurring losses in each year since inception, the Company expects its cash and cash equivalents and marketable securities will be sufficient to fund operations for at least the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
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. COVID-19 Outbreak The COVID-19 pandemic that began in 2020 has created significant global economic uncertainty and has impacted 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 economic impacts of the COVID-19 pandemic and the actions taken to contain the COVID-19 pandemic or address its impacts. 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 the 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, marketable securities and accounts receivable. As of December 31, 2022 and 2021, substantially all of the Company’s cash and cash equivalents and marketable securities were invested in money market accounts and mutual funds, respectively, with one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any significant losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents and marketable securities. As of December 31, 2022, no customer accounted for more than 10% of the Company’s accounts receivable. As of December 31, 2021, one customer accounted for more than 10% of the Company’s accounts receivable. For the years ended December 31, 2022, 2021 and 2020, no customer accounted for more than 10% of the Company’s total revenue. 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. Substantially 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 and determination of the standalone selling price (“SSP”) of performance obligations; • assumptions underlying the warranty liability calculation; • assumptions underlying the measurement of the purchase commitment loss; • 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; • assumptions underlying the incremental borrowing rate calculation; • assumptions underlying the warrant liability calculation; • valuation allowances with respect to deferred tax assets; and • assumptions underlying the fair value used in the stock-based compensation expense calculation. 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 about future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from these 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 • Step 1: Identify Contracts with Customers: • Step 2: Identify Performance Obligations: • Hardware devices and accessories • Software subscriptions, including renewal subscriptions, which represent an obligation to provide the customer with ongoing access to the Company’s cloud-hosted software applications on a continuous basis throughout the subscription period • Implementation and integration services • Extended warranties and customer service • Step 3: Determine Transaction Price: • Step 4: Allocate Transaction Price to Performance Obligations: • Step 5: Recognize Revenue as Performance Obligations are Satisfied: Deferred Revenue Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from software subscriptions and other services and is reduced as the revenue recognition criteria are met. Deferred revenue is classified as current or non-current on the consolidated balance sheets based on the expected timing of revenue recognition. The deferred revenue that will be recognized as revenue within the next twelve months is classified as current, and the deferred revenue that will be recognized thereafter is classified as non-current. Warranties The Company offers a standard product warranty that its products will function according to standard specifications and free of significant defects 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. When product revenue is recognized, an estimate of future warranty costs is recognized as cost of product revenue and accrued expenses. Factors that affect the estimate of future warranty costs include historical and 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. As of December 31, 2022 and 2021, cash and cash equivalents consist principally of cash and money market accounts. Trade Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recognized as the original amount invoiced less an allowance for doubtful accounts based on the probability of future collection. In accordance with ASC Topic 326, Financial Instruments-Credit Losses billings are past due, current market conditions, and reasonable and supportable forecasts of future economic conditions. Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer being actively pursued. The following table summarizes the allowance for doubtful accounts activity: (in thousands) Fair Value Allowance for doubtful accounts as of December 31, 2020 $ 576 Additions (recoveries) (54) Deductions – write offs (82) Allowance for doubtful accounts as of December 31, 2021 $ 440 Additions (recoveries) 315 Deductions – write offs (227) Allowance for doubtful accounts as of December 31, 2022 $ 528 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. Actual 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 inventories 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, product merchantability and whether older products can be remanufactured into new products, among other factors. Losses expected to arise from firm, non-cancelable and unhedged commitments for the future purchase of inventories are recognized unless the losses are recoverable through firm sales contracts or other means. Restricted Cash Restricted cash includes deposits in financial institutions restricted according to an agreement and used to secure a lease agreement. The Company classifies the amount restricted according to an agreement as prepaid expenses and other current assets as the Company expects the deposit to be released from restriction within the next twelve months. The Company classifies the amount used to secure a lease agreement within other non-current assets as the lease is long-term. The amount shown as restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the consolidated statement of cash flows. 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 inventories. The amounts are presented net of write offs. The classification of vendor advances as 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 Furniture 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 those assets and the related accumulated depreciation and amortization 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 or obtain software 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 internal-use software incurred during the application development stage if management with 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 software, which is three years, beginning when the software is substantially ready for use. Amortization expense is classified in the consolidated statements of operations and comprehensive loss based on the nature of the software. Leases The Company primarily enters into leases for office space that are classified as operating leases. The Company determines if an agreement is or contains a lease at inception. The Company accounts for leases in accordance with ASC Topic 842, Leases The Company’s leases do not provide a readily determinable implicit discount rate. The Company’s incremental borrowing rate is estimated to approximate an interest rate on a collateralized basis with similar terms and payments and in similar economic environments. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company recognizes a single lease cost on a straight-line basis over the lease term, and the Company includes all cash payments within cash flows from operating activities as the change in operating lease assets and liabilities in the consolidated statements of cash flows. The Company evaluates right-of-use assets for impairment consistent with its impairment of long-lived assets policy. There were no impairments of right-of-use assets in the years ended December 31, 2022 and 2021. The Company does not have any finance or capital leases as of December 31, 2022 and 2021. 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 flows to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flows, the asset is written down to its estimated fair value. No impairments were recorded for the years ended December 31, 2022 and 2021. The Company recorded an impairment charge of $1.4 million during the year ended December 31, 2020 related to historical prepayments to a related party for the acquisition of capital assets. Warrant Liability The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”), which were issued as one-third Derivatives and Hedging—Contracts in Entity’s Own Equity Derivatives and Hedging Cost of Revenue Cost of product revenue includes manufacturing costs, personnel costs and benefits, inbound freight, packaging, warranty replacement costs, payment processing fees and inventory obsolescence and write offs. Cost of software and other services revenue includes personnel costs, cloud hosting costs, amortization of capitalized software development costs and payment processing fees. Research and Development R&D expenses primarily consist of personnel costs and benefits, facilities expenses, consulting and professional fees, fabrication services, software and other outsourcing expenses. Substantially all of the Company’s R&D expenses are related to developing new products and services and improving existing products and services. R&D expenses are expensed as incurred. Sales and Marketing Sales and marketing expenses primarily consist of personnel costs and benefits, third-party logistics, fulfillment and outbound shipping costs, facilities expenses, advertising, and travel and entertainment. Advertising expenses are expensed as incurred. For the years ended December 31, 2022, 2021 and 2020, advertising expenses were $5.8 million, $8.3 million and $4.7 million, respectively. General and Administrative General and administrative expenses primarily consist of personnel costs and benefits, insurance, patent fees, software costs, facilities costs and outside services. Outside services consist of professional services, legal fees and other professional fees. Net Loss per Common Share We compute net loss per share of Class A and Class B common stock using the two-class method. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of each class of the Company’s common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all of the Company’s potential common shares outstanding of the Company’s common stock to the extent the potential shares are dilutive. Basic and diluted net loss per share were the same for each period presented in the consolidated statements of operations and comprehensive loss as the inclusion of all potential shares of the Company’s common stock would have been anti-dilutive. Since the Company was in a net loss position for all periods presented, the basic net loss per share calculation excludes the Company’s convertible preferred stock as it does not participate in net losses of the Company. Refer to Note 12 “Net Loss Per Share” for further discussion. Stock-Based Compensation Expense The measurement of stock-based compensation expense for all stock-based payment awards, including stock options and restricted stock units granted to employees, directors and nonemployees, is based on the estimated fair value of the awards on the grant date. The Company recognizes stock-based compensation expense for its awards on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the awards’ estimated grant date fair values. Generally, awards fully vest three The Company granted performance-based restricted stock units during the years ended December 31, 2022, 2021 and 2020. The Company accounted for these awards according to the relevant provisions of ASC Topic 718, Compensation-Stock Compensation 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 November 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition | |
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 years ended December 31: Pattern of Recognition 2022 2021 2020 By Product Type: Devices and accessories Point-in-time $50,263 $47,868 $38,347 Software and other services Over time 23,127 14,697 7,905 Total revenue $73,390 $62,565 $46,252 By Geographical Market: United States $51,072 $42,993 $33,237 International 22,318 19,572 13,015 Total revenue $73,390 $62,565 $46,252 Contract Balances Contract balances represent amounts presented in the consolidated balance sheets when the Company has either transferred goods or services to the customer or the customer has paid consideration to the Company under the contract. These contract balances include trade accounts receivable and deferred revenue. The Company recognizes a receivable when it has an unconditional right to payment, and payment terms are typically 60 days for product and software and other services sales on credit. The amount of revenue recognized during the years ended December 31, 2022 and 2021 that was included in the deferred revenue balance at the beginning of the period was $13.0 million and $8.4 million, respectively. Transaction Price Allocated to Remaining Performance Obligations As of December 31, 2022, the Company had $23.9 million of remaining performance obligations. The Company expects to recognize approximately 71% of its remaining performance obligations as revenue in the next twelve months and approximately 29% thereafter 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, result from activities that generate resources for the Company and enable the Company 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 of the related goods and services to the customer. The Company had $1.1 million and $0.6 million of capitalized costs of obtaining or fulfilling contracts as of December 31, 2022 and 2021, respectively. The Company’s amortization costs for capitalized costs of obtaining or fulfilling contracts was not significant for the years ended December 31, 2022, 2021 and 2020. 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 the 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 | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value of Financial Instruments | |
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 • Level 2 • Level 3 The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates their fair values due to the short-term or on demand nature of these instruments. There were no transfers between fair value measurement levels during the years ended December 31, 2022 and 2021. The Company’s investments in marketable securities are ownership interests in mutual funds. The equity securities are stated at fair value, as determined by quoted market prices. As the securities have readily determinable fair value, unrealized gains and losses are reported as other income (expense), net on the consolidated statements of operations and comprehensive loss. Subsequent gains or losses realized upon redemption or sale of these securities are also recorded as other income (expense), net on the consolidated statements of operations and comprehensive loss. The Company considers all of its investments in marketable securities as available for use in current operations and therefore classifies these securities within current assets on the consolidated balance sheets. For the year ended December 31, 2022, the Company recognized $0.3 million of unrealized losses that relate to equity securities still held as of December 31, 2022. For the years ended December 31, 2021 and 2020, the Company did not recognize any unrealized losses that relate to equity securities still held as of December 31, 2022. The Company determined the fair value of its Public Warrants as Level 1 financial instruments, as they are traded in active markets. Because any transfer of Private Warrants from the initial holder of the Private Warrants would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant is the same as that of a Public Warrant. Accordingly, the Private Warrants are classified as Level 2 financial instruments. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): Fair Value Measurement Level Total Level 1 Level 2 Level 3 December 31, 2022: Marketable securities: Mutual funds $75,250 $75,250 $ — $— Total assets at fair value on a recurring basis $75,250 $75,250 $ — $— Warrants: Public Warrants $ 3,588 $ 3,588 $ — $— Private Warrants 1,782 — 1,782 — Total liabilities at fair value on a recurring basis $ 5,370 $ 3,588 $1,782 $— December 31, 2021: Warrants: Public Warrants $17,525 $17,525 $ — $— Private Warrants 8,704 — 8,704 — Total liabilities at fair value on a recurring basis $26,229 $17,525 $8,704 $— |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventories | |
Inventories | Note 5. Inventories A summary of inventories is as follows at December 31 (in thousands): December 31, 2022 December 31, 2021 Raw materials $41,265 19,853 Work-in-progress 1,962 1,122 Finished goods 16,743 15,268 Total inventories $59,970 $36,243 Work-in-progress represents inventory items in intermediate stages of production by third party manufacturers. For the years ended December 31, 2022, 2021 and 2020, net realizable value inventory adjustments and excess and obsolete inventory charges were $0.8 million, $0.9 million and $7.1 million, respectively, and were recognized in cost of product revenue. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2023 | |
Restricted Cash | |
Restricted Cash | Note 6. Restricted Cash A reconciliation of cash, cash equivalents and restricted cash from the consolidated balance sheets to the consolidated statements of cash flows as of December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $162,561 $422,841 Restricted cash included within prepaid expenses and other current assets 253 — Restricted cash included within other non-current assets 4,014 4,000 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $166,828 $426,841 In the second quarter of 2021, the Company delivered a $4.0 million letter of credit for the Company’s Burlington, MA lease, secured by a deposit of the same amount with a financial institution that issued the letter of credit. The deposit is classified as restricted cash and included in other non-current assets on the consolidated balance sheets. During the year ended December 31, 2022, the Company received $5.5 million from the Bill & Melinda Gates Foundation (“BMGF”). Due to a legal restriction in the agreement with the BMGF, these funds are classified as restricted cash and included in prepaid expenses and other current assets on the consolidated balance sheets. As of December 31, 2022, the Company has released $5.2 million of the BMGF funds from restricted cash as the Company partially fulfilled its obligations under the agreement. |
Other Non-Current Assets
Other Non-Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Other Non-Current Assets | |
Other Non-Current Assets | Note 7. Other Non-Current Assets Other non-current assets consist of the following at December 31 (in thousands): December 31, 2022 December 31, 2021 Security deposits $1,882 $1,883 Restricted cash 4,014 4,000 Other long-term assets 1,639 2,610 Total other non-current assets $7,535 $8,493 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment, Net | |
Property and Equipment, Net | Note 8. Property and Equipment, Net Property and equipment, net, are recorded at historical cost and consist of the following at December 31 (in thousands): December 31, 2022 December 31, 2021 Software $14,746 $ 3,831 Leasehold improvements 13,793 4,212 Machinery and equipment 9,663 6,861 Furniture and fixtures 2,121 42 Construction in progress 1,937 5,086 Other 125 47 42,385 20,079 Less: accumulated depreciation and amortization (11,054) (5,376) Property and equipment, net $ 31,331 $14,703 Total depreciation and amortization expense amounted to $5.9 million, $2.1 million and $1.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. For the Company’s software assets, accumulated amortization was $3.9 million and $0.7 million as of December 31, 2022 and 2021, respectively. Amortization expense recognized on these software assets was $3.3 million and $0.5 million during the years ended December 31, 2022 and 2021, respectively. Estimated amortization expense for the next five years ended December 31 is as follows (in thousands): 2023 2024 2025 2026 2027 Software $4,812 $4,377 $1,600 $— $— |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following at December 31 (in thousands): December 31, 2022 December 31, 2021 Employee compensation $12,166 $12,746 Customer deposits 1,135 1,850 Accrued warranty liability 287 266 Non-income tax 1,442 2,477 Professional fees 3,450 2,797 Current portion of operating lease liabilities 1,926 1,391 Other 5,710 4,104 Total accrued expenses and other current liabilities $ 26,116 $25,631 Warranty expense activity for the years ended December 31 is as follows (in thousands): 2022 2021 2020 Balance, beginning of period $1,116 $1,826 $ 876 Warranty provision charged to operations 296 58 2,498 Warranty claims (539) (768) (1,548) Balance, end of period $ 873 $ 1,116 $ 1,826 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' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity (Deficit) | |
Stockholders' Equity (Deficit) | Note 10. Stockholders’ Equity (Deficit) Common stock Dividends Holders of Class A and Class B 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 then outstanding preferred stock or any other series stock having preferential rights. Holders of the Class A and Class B common stock will share ratably, if and when any dividend is declared, out of funds legally available. There have been no dividends declared to date. Voting rights The holders of shares of the Class A common stock are entitled to 1 vote per share on all matters on which the shares shall be entitled to vote. The holders of shares of the Class B common stock are entitled to 20 votes per share on all matters on which the shares shall be entitled to vote. Generally, holders of all classes of common stock vote together as a single class. Liquidation Rights On the liquidation, dissolution, distribution of assets or winding up of the Company, each holder of Class B common stock, together with each holder of Class A common stock, will be entitled, pro rata on a per share basis, to all assets of the Company of whatever kind available for distribution to the holders of common stock, subject to the designations, preferences, limitations, restrictions and relative rights of any other class or series of preferred stock of the Company then outstanding and unless disparate or different treatment of the shares of Class A common stock and Class B common stock is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class. Other Matters Holders of shares of Class A common stock do not have subscription, redemption or conversion rights. Holders of Class B common stock have the right to convert shares of their Class B common stock into fully paid and non-assessable shares of Class A common stock, on a one-to-one basis, at the option of the holder at any time upon written notice to the Company. Holders of Class B common stock will have their Class B common stock automatically converted into Class A common stock, on a one-to-one basis, upon the occurrence of any of the events described below: (1) Any sale, assignment, transfer, conveyance, hypothecation, or other transfer or disposition, directly or indirectly, of any Class B common stock or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law (including by merger, consolidation, or otherwise), including, without limitation the transfer of a share of Class B common stock to a broker or other nominee or the transfer of, or entering into a binding agreement with respect to, voting control over such share by proxy or otherwise, other than a permitted transfer. (2) Upon the first date on which Dr. Rothberg, together with all other qualified stockholders, collectively cease to beneficially own at least 20% of the number of 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 Class B common stock) collectively beneficially owned by Dr. Rothberg and permitted transferees of Class B common stock as of the effective time of the Merger. (3) Upon the date specified by the affirmative vote of the holders of at least two-thirds |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2023 | |
Equity Incentive Plan | |
Equity Incentive Plan | Note 11. Equity Incentive Plan The Company’s 2012 Employee, Director and Consultant Equity Incentive Plan (the “2012 Plan”) was approved by the Board and the Company’s stockholders in March 2012. In connection with the closing of the Business Combination, the Company has not granted and will not grant any additional awards under the 2012 Plan. However, the 2012 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. As of December 31, 2022, the number of shares of common stock reserved for issuance under the 2012 Plan was 8.0 million. The Butterfly Network, Inc. Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”, and together with the 2012 Plan, the “Plans”) was approved by the Board in the fourth quarter of 2020 and by the stockholders in the first quarter of 2021. The 2020 Plan is administered by the Board. The Board 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 options grants are subject to certain terms and conditions, option periods and conditions, exercise rights and privileges and are fully discussed in the 2020 Plan. Grants under the Plans are included in the tables below. As of December 31, 2022, the number of shares of common stock reserved for issuance under the 2020 Plan was 34.3 million and 18.8 million common shares remain available for issuance under the 2020 Plan. Stock option activity Each stock option grant carries varying vesting schedules whereby the options may be exercised 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 grant date. A summary of the stock option activity under the Plans is presented in the table below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2020 26,708,329 4.03 7.06 143,338 Granted 8,101,866 12.98 Exercised (8,911,435) 2.46 Forfeited (9,655,228) 6.12 Outstanding at December 31, 2021 16,243,532 8.11 7.63 24,398 Granted 869,778 4.37 Exercised (1,081,213) 2.76 Forfeited (3,460,185) 10.43 Outstanding at December 31, 2022 12,571,912 7.67 5.62 1,342 Options exercisable at December 31, 2021 7,399,460 4.34 5.88 21,300 Options exercisable at December 31, 2022 9,478,419 7.06 4.75 1,263 Vested and expected to vest at December 31, 2021 12,943,351 7.30 7.26 23,242 Vested and expected to vest at December 31, 2022 11,341,764 7.47 5.33 1,310 The total intrinsic value excludes those options whereby the stock price does not exceed the exercise price of the option. Additional information about the Company’s stock option activity during the years ended December 31, 2022, 2021 and 2020 is presented in the table below: 2022 2021 2020 Cash proceeds from the exercise of stock options (in millions) $3.0 $21.7 $2.0 Total intrinsic value of stock options exercised (in millions) 3.6 80.9 3.6 Weighted average grant date fair value of options granted 2.79 6.47 3.27 The intrinsic value of a stock option that’s been exercised is the amount by which the stock price exceeds the exercise price of the option on the date of exercise. Valuation of stock options In accordance with ASC Topic 718, Compensation-Stock Compensation 2022 2021 2020 Risk-free interest rate 1.7% – 3.0% 0.6% – 1.4% 0.4% – 1.7% Expected dividend yield 0% 0% 0% Expected term 5.8 years – 6.5 years 5.5 years – 6.2 years 5.9 years – 6.3 years Expected volatility 70% – 73% 51% – 63% 50% The assumptions used to value option grants to non-employees were as follows: 2020 Risk-free interest rate 0.4% – 1.7% Expected dividend yield 0% Expected term 1.1 years – 6.1 years Expected volatility 50% The Company did not grant any options to non-employees during the years ended December 31, 2022 and 2021. 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 on the grant date. 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 the 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. Expected volatility Prior to the closing of the Business Combination, as the Company was privately held from inception until the closing of the Business Combination in 2021, there was 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. Subsequent to the closing of the Business Combination, the Company considered the historical stock volatilities of its’ peer companies, the historical volatility of the Company’s stock price, and the implied stock price volatility derived from the price of exchange traded options on the Company’s stock. Due to the lack of historical and implied volatility data of the Company’s common stock for a significant portion of 2021, the Company primarily estimated the expected volatility using 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. During 2022, the Company used a combination of the historical and implied volatilities of its own stock and of peer companies as described above. Exercise price The exercise price is taken directly from the grant notice issued to employees and non-employees. Restricted stock unit activity A summary of the restricted stock unit activity under the Plans is presented in the table below: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2020 1,894,897 9.40 Granted 3,375,079 14.77 Vested (1,018,828) 9.40 Forfeited (292,323) 12.77 Outstanding at December 31, 2021 3,958,825 13.73 Granted 12,076,285 3.98 Vested (2,947,832) 11.80 Forfeited (3,125,987) 6.85 Outstanding at December 31, 2022 9,961,291 4.55 The total fair value of the restricted stock units vested was $10.7 million and $10.4 million during the years ended December 31, 2022 and 2021, respectively. Included in the table above are performance-based restricted stock units that include certain service conditions in the award. In January 2021, the Company granted 1.0 million restricted stock units to certain executives. In 2020, the Company granted 1.9 million restricted stock units to certain employees and consultants, including a grant of 1.0 million restricted stock units to the Chairman of the Board and significant stockholder of Butterfly. 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 the award agreement. The achievement of the performance condition was deemed satisfied in the first quarter of 2021, when the completion of the Business Combination occurred. During the year ended December 31, 2021, the Company recognized the full grant date fair value of the awards granted to the Chairman of the Board and one other consultant as service to the Company was no longer required since the Business Combination closed in the first quarter of 2021. For the remaining awards, continued service is still required for the awards to continue to vest per the award agreements. The achievement of the performance condition was not deemed satisfied and the Company did not recognize any expense for these awards for the period ended December 31, 2020. In the third quarter of 2021 and excluded from the table above, the Company approved 0.1 million performance-based restricted stock units for certain executives. 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 conditions are objective and subjective performance metrics defined in the award agreement. Each award agreement provides that the Compensation Committee of the Board of Directors (the “Compensation Committee”) has discretion over the number of shares that will vest pursuant to the performance metrics. During the first quarter of 2023, the Compensation Committee will certify the number of shares vested under the performance-based restricted stock unit awards. The Company concluded a grant date has not occurred and that the service inception date precedes the grant date. For awards that management estimates will vest, the expense is recognized using the accelerated attribution method over the requisite service period as defined in the award agreement. The fair value of these awards is remeasured at the close of each reporting period until a grant date occurs. An insignificant amount of expense for these awards was recognized during the year ended December 31, 2022. In 2022, the Company granted 0.2 million performance-based restricted stock units to certain executives. 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 conditions are objective performance metrics defined in the award agreement. An insignificant amount of expense for these awards was recognized during the year ended December 31, 2022. Award accelerations and modifications During 2020, in connection with employee terminations, the Company extended the post-employment exercise period with regards to 0.7 million stock options. The incremental stock-based compensation expense resulting from the modifications was not significant. On January 23, 2021, Legacy Butterfly’s former CEO resigned from his position. Pursuant to the separation agreement between the former CEO and Legacy Butterfly, he received equity-based compensation including the acceleration of vesting of 1.6 million service-based options. The acceleration was pursuant to the original award agreements. The Company recognized $2.6 million of incremental stock-based compensation expense related to the acceleration of this option award during the year ended December 31, 2021. On December 30, 2022, the Company’s CEO resigned from his position. Pursuant to the separation agreement between the CEO and the Company, he received equity-based compensation including the acceleration of vesting of 1.7 million of the CEO’s service-based stock options and service-based restricted stock units. This acceleration was pursuant to the original award agreements. As a modification to the original award agreements, 0.1 million performance-based restricted stock units had an acceleration of vesting, and 0.3 million service-based stock options had their post-employment exercise period extended. The Company recognized a total of $7.8 million of incremental stock-based compensation expense during the year ended December 31, 2022 related to the acceleration of these awards pursuant to the original award agreements and the modifications to the original award agreements. The incremental stock-based compensation expense resulting from the modifications was not significant. Stock-based compensation expense The Company’s stock-based compensation expense for the periods presented was as follows (in thousands): Year ended December 31, 2022 2021 2020 Cost of revenue – software and other services $ 88 $ 21 $ 15 Research and development 12,746 9,060 4,551 Sales and marketing 5,974 8,074 2,591 General and administrative 23,723 30,643 3,847 Total stock-based compensation expense $42,531 $47,798 $11,004 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. The Company has capitalized $1.0 million, $0.4 million and $0.1 million of stock-based compensation expense as part of the cost of its software assets during the years ended December 31, 2022, 2021 and 2020, respectively. Total unrecognized stock-based compensation expense as of December 31, 2022 and 2021 was $54.0 million and $78.8 million, respectively, which will be recognized over the remaining weighted average vesting period of 2.5 years and 2.8 years, respectively. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Net Loss Per Share | Note 12. Net Loss Per Share We compute net loss per share of Class A and Class B common stock using the two-class method. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of each class of the Company’s common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of the Company’s common stock, including those presented in the table below, 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 the Company’s common stock outstanding would have been anti-dilutive. Since the Company was in a net loss position for all periods presented, the basic earnings per share (“EPS”) calculation excludes preferred stock as it does not participate in net losses of the Company. As the Company uses the two-class method required for companies with multiple classes of common stock, the following table presents the calculation of basic and diluted net loss per share for each class of the Company’s common stock outstanding (in thousands, except share and per share amounts): Year ended December 31, 2022 Class A Class B Total Common Stock Numerator: Allocation of undistributed earnings $ (146,412) $ (22,311) $ (168,723) Numerator for basic and diluted net loss per share – loss available to common stockholders $ (146,412) $ (22,311) $ (168,723) Denominator: Weighted-average common shares outstanding 173,421,449 26,426,937 199,848,386 Denominator for basic and diluted net loss per share – weighted-average common stock 173,421,449 26,426,937 199,848,386 Basic and diluted net loss per share $ (0.84) $ (0.84) $ (0.84) Year ended December 31, 2021 Class A Class B Total Common Stock Numerator: Allocation of undistributed earnings $ (28,048) $ (4,361) $ (32,409) Numerator for basic and diluted net loss per share – loss available to common stockholders $ (28,048) $ (4,361) $ (32,409) Denominator: Weighted-average common shares outstanding 150,424,024 23,386,029 173,810,053 Denominator for basic and diluted net loss per share – weighted-average common stock 150,424,024 23,386,029 173,810,053 Basic and diluted net loss per share $ (0.19) $ (0.19) $ (0.19) Year ended December 31, 2020 Numerator: Allocation of undistributed earnings $ (162,745) Numerator for basic and diluted net loss per share – loss available to common stockholders $ (162,745) Denominator: Weighted-average common shares outstanding 6,056,574 Denominator for basic and diluted net loss per share – weighted-average common stock 6,056,574 Basic and diluted net loss per share $ (26.87) For the periods presented above, the net loss per share amounts are the same for Class A and Class B common stock because the holders of each class are entitled to equal per-share dividends or distributions in liquidation in accordance with the Company’s Restated Certificate. The undistributed earnings for each year are allocated based on the contractual participation rights of the Class A and Class B common stock as if the earnings for the year had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. For the year ended December 31, 2020, the undistributed earnings are only allocated to Class A common stock as there were no shares of Class B common stock outstanding. Anti-dilutive common equivalent shares were as follows: 2022 2021 2020 Outstanding options to purchase common stock 12,571,912 16,243,532 26,708,329 Outstanding restricted stock units 9,961,291 3,577,894 1,894,897 Outstanding warrants 20,652,690 20,652,837 — Outstanding convertible preferred stock (Series A through D) — — 107,197,118 Total anti-dilutive common equivalent shares 43,185,893 40,474,263 135,800,344 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 13. Income Taxes Income (loss) before provision for income taxes consisted of the following (in thousands): Year ended December 31, 2022 2021 2020 Federal $(169,122) $(32,706) $(162,876) Foreign 441 418 170 Loss before provision for income taxes $(168,681) $(32,288) $(162,706) The Company recorded a tax provision of $0.04 million, $0.12 million and $0.04 million for the years ended December 31, 2022, 2021 and 2020, respectively, due to foreign income and return to provision adjustments. Due to the Company’s loss position domestically, the Company has not recorded a significant federal tax provision for the years ended December 31, 2022, 2021 and 2020. 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, 2022 2021 2020 Income at US statutory rate 21.00% 21.00% 21.00% State taxes, net of federal benefit 2.21% 15.42% 3.18% Stock compensation (5.01)% (10.10)% 0.00% Change in fair value of warrants 2.60% 104.78% 0.00% Tax credits 2.16% 12.51% 0.86% Foreign rate differential 0.00% 0.01% 0.00% Valuation allowance (22.91)% (142.86)% (24.35)% Other (0.08)% (1.14)% (0.71)% (0.03)% (0.38)% (0.02)% Net deferred tax assets as of December 31, 2022 and 2021 consisted of the following (in thousands): Year ended December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 135,733 $ 122,279 Tax credits 14,047 10,620 Stock compensation 3,680 4,752 Accruals and reserves 2,747 7,929 Inventory reserve 8,797 289 Lease liability 7,646 7,063 Depreciation 914 102 Capitalized tax R&E 15,127 — Other 3,901 1,600 Total deferred tax assets $ 192,592 $ 154,634 Valuation allowance (187,421) (148,785) Total deferred tax assets $ 5,171 $ 5,849 Deferred tax liabilities Right-of-use asset (5,171) (5,849) Net deferred tax assets $ — $ — As of December 31, 2022 and 2021, the Company had federal net operating loss (“NOL”) carryforwards of approximately $552.2 million and $494.8 million, respectively. As of December 31, 2022 and 2021, the Company had state NOL carryforwards of approximately $352.9 million and $323.8 million, respectively. Of the $552.2 million of federal NOL carryforwards, $73.7 million will begin to expire at various dates in 2031 and $478.5 million may be carried forward indefinitely. The state NOL carryforwards will begin to expire in 2031. As of December 31, 2022, the Company also had federal and state tax credits of $11.8 million and $2.8 million, which will begin to expire in 2032 and 2022, respectively. The Tax Cuts and Jobs Act resulted in significant changes to the treatment of research and experimental (“R&E”) expenditures under Section 174. For tax years beginning after December 31, 2021, companies are required to capitalize and amortize all R&E expenditures that are paid or incurred in connection with their trade or business. Specifically, costs for U.S. based R&E activities must be amortized over five years. Previously, these expenses could be deducted in the year incurred. The implementation of this provision didn’t increase our cash income tax payment in 2022 due to our significant pre-tax net loss. 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, 2022 and 2021, 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, 2022 and 2021. The Company’s valuation allowance increased by $38.7 million and $47.0 million for the years ended December 31, 2022 and 2021, respectively, due primarily to the generation of NOLs. 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 conducted an ownership analysis under IRC Section 382 based upon publicly available information as of December 31, 2022 and determined that there has not been an ownership change since the last ownership change event on February 12, 2021 that would limit the Company’s utilization of its NOLs and tax credits. 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 adjusts 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, 2022 and 2021, the Company has not recorded any uncertain tax positions in its financial statements. The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for income taxes on the consolidated statements of operations and comprehensive loss. As of December 31, 2022 and 2021, there was 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, 2018 to the present. Federal and state net operating losses are subject to review by taxing authorities in the year utilized. From time to time, the Company applies for government assistance in the form of non-income tax refundable credits based on meeting various eligibility criteria. To account for government assistance, where there is limited GAAP guidance for for-profit entities, the Company analogizes to International Accounting Standards 20, Accounting for Government Grants and Disclosures of Government Assistance. Under that standard, the Company recognizes government assistance when there is reasonable assurance that it will comply with the relevant conditions and that the assistance will be received. During the year ended December 31, 2022, the Company received a tax credit paid in cash of $0.9 million under the state of Massachusetts Life Sciences Tax Incentive Program and recorded the receipt as other income (expense), net on the consolidated statements of operations and comprehensive loss. The government grant is subject to claw-back if the Company fails to meet certain targets in the tax year following the time of the award. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 14. Related Party Transactions Prior to the closing of the Business Combination, the Company subleased office and laboratory spaces from 4Catalyzer. Additionally, under the Amended and Restated Technology Services Agreement by and between the Company, 4Catalyzer Corporation (“4Catalyzer”), and other participant companies controlled by Dr. Rothberg (the “ARTSA”), the Company, 4 Catalyzer and the other participant companies agreed to provide certain services to each other and to share certain non-core technologies. 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. Butterfly terminated its participation under the ARTSA immediately prior to the Closing of the Business Combination and, during the year ended December 31, 2021, ceased using the services provided by 4Catalyzer and other participant companies. During the year ended December 31, 2022 the Company terminated its sublease of office and laboratory spaces from 4Catalyzer. A summary of related-party transactions and balances with 4Catalyzer are as follows (in thousands): Year ended December 31, 2022 2021 2020 Total incurred for operating expenses $78 $583 $5,571 December 31, 2022 2021 Due from related parties $145 $— Due to related parties — 88 |
401(k) Retirement Plan
401(k) Retirement Plan | 3 Months Ended |
Mar. 31, 2023 | |
401(k) Retirement Plan | |
401(k) Retirement Plan | Note 15. 401(k) Retirement Plan The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. Effective January 1, 2022, the Company began making matching contributions to the 401(k) plan. The expense related to the matching contributions was $1.3 million for the year ended December 31, 2022. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2021 and 2020. |
Reduction in Force
Reduction in Force | 3 Months Ended |
Mar. 31, 2023 | |
Reduction in Force | |
Reduction in Force | Note 16. Reduction in Force On July 28, 2022, the Board approved a plan designed to improve the Company’s efficiency by reducing operating expenses and extending liquidity. In addition to decreasing other operating expenses, the plan included a reduction in force representing approximately 10% of the Company’s workforce. Employee severance and benefits costs related to the reduction in force that were incurred during the year ended December 31, 2022 are as follows (in thousands): Year ended December 31, 2022 Research and development $1,035 Sales and marketing 338 General and administrative 417 Total employee severance and benefits costs $1,790 The Company incurred substantially all of the cash payments related to employee severance and benefits costs in the third quarter of 2022. As of December 31, 2022 the remaining accrual for cash payments related to employee severance and benefits costs is insignificant. During January 2023, the Company implemented a second reduction in force as described in Note 20 “ Subsequent Events |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Warrants | Note 17. Warrants Public Warrants The Company issued Public Warrants and Private Warrants in connection with its IPO during the year ended December 31, 2020. As of December 31, 2022, there were an aggregate of 13,799,357 outstanding Public Warrants, which entitle the holder to acquire Class A common stock. During the years ended December 31, 2022 and 2021, the amount of exercises of Public Warrants was not significant. The amount reclassified into equity upon the exercise of the Public Warrants was not significant. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment as discussed below, beginning on May 26, 2021. The warrants will expire on February 12, 2026 or earlier upon redemption or liquidation. Redemptions At any time while the warrants are exercisable, the Company may redeem not less than all of the outstanding Public Warrants: • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; • provided that the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders; and • provided that 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, available through the 30-day redemption period or the Company has elected to require the exercise of the warrants on a “cashless basis” (as described below). If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants at $0.01 per warrant, each holder of Public Warrants will be entitled to exercise their Public Warrants prior to the scheduled redemption date. If the Company calls the Public Warrants for redemption for $0.01 as described above, the Board may elect to require any holder that wishes to exercise his, her or its Public Warrant to do so on a “cashless basis.” If the Board makes such election, all holders of Public Warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” over the exercise price of the warrants by (y) the “fair market value.” For purposes of the redemption provisions of the warrants, the “fair market value” means the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Commencing 90 days after the warrants become exercisable, the Company may redeem not less than all of the outstanding Public Warrants and Private Warrants: • at $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; F-28 TABLE OF CONTENTS • provided that the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, 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; • provided that the Private Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants; and • provided that 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 available throughout the 30-day redemption period. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants at $0.10 per warrant, each warrant holder will be entitled to exercise their warrant prior to the scheduled redemption date on a cashless basis and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock, in accordance with a table set forth in the warrant agreement. The Company evaluated the Public Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) Private Warrants As of December 31, 2022, there were 6,853,333 Private Warrants outstanding. There have been no exercises of the Private Warrants. The Private Warrants are identical to the Public Warrants, except that so long as they are held by Longview Investors LLC (the “Sponsor”) or any of its permitted transferees, (i) the Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants are not transferable, assignable or saleable until 30 days after the completion of the Business Combination, (ii) the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and (iii) the Private Warrants are not subject to the Company’s redemption option at the price of $0.01 per warrant. The Private Warrants are subject to the Company’s redemption option at the price of $0.10 per warrant, provided that the other conditions of such redemption are met, as described above. If the Private Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) The Company recognized gains of $20.9 million $161.1 million as a change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Leases | Note 18. Leases The Company primarily enters into leases for office space that are classified as operating leases. Most leases are not cancelable prior to their expiration. During the years ended December 31, 2022 and 2021, the Company accounted for leases in accordance with ASC Topic 842, Leases Leases In May 2021, the Company entered into a lease agreement for office space in Burlington, MA which expires in December 2032 and includes approximately $27.3 million of legally binding minimum lease payments. As stated in the lease, the Company and the landlord agreed to a payment schedule that includes escalating rent payments beginning on the lease commencement date. The lease contains a tenant improvement allowance of $5.2 million, which is recognized as a reduction of minimum lease payments and recognized on a straight-line basis over the term of the lease. As of December 31, 2022, the Company has fully utilized the tenant improvement allowance. The lease also includes termination renewal The following table presents the components of operating lease cost for the years ended December 31, 2022 and 2021 (in thousands): Year ended December 31, 2022 2021 Operating lease cost $4,300 $2,927 Short-term lease cost 249 287 Variable lease cost 353 100 Total operating lease cost $4,902 $3,314 Rent expense for operating leases was $2.1 million for the year ended December 31, 2020. The expected maturities related to the Company’s leases with initial non-cancellable lease terms in excess of one year as of December 31, 2022 are as follows: Year ended December 31, Operating Lease Payments 2023 $ 3,493 2024 4,434 2025 4,652 2026 4,763 2027 4,875 2027 and thereafter 18,340 Total gross operating lease payments 40,557 Less: imputed interest (8,665) Total operating lease liabilities, reflecting the present value of net lease payments $31,892 Additional information related to operating leases is presented as follows: December 31, 2022 2021 Weighted average remaining lease term (in years) 8.8 9.4 Weighted average discount rate 5.5% 5.5% Year ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating lease payments, included in cash flows from operating activities $2,042 $ 1,012 Non-cash additions to operating lease assets $ — $13,929 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 19. Commitments and Contingencies Commitments Purchase commitments: The Company enters into inventory purchase commitments with third-party manufacturers in the ordinary course of business, including a non-cancellable inventory supply agreement with a certain third-party manufacturing vendor. The provisions of the agreement allowed the Company, once it reached a certain cumulative purchase threshold in the fourth quarter of 2021, to pay for a portion of the subsequent inventory purchases using an advance previously paid to the vendor. As of December 31, 2022, the aggregate amount of minimum inventory purchase commitments is $56.5 million and the Company has a vendor advance asset of $17.1 million, net of write-downs, and an accrued purchase commitment liability of $2.1 million related to the agreement. The portion of the balances that is expected to be utilized in the next twelve months is included in current assets and current liabilities in the accompanying consolidated balance sheets. The Company applied the guidance in ASC Topic 330, Inventory The Company reviews its inventory on hand, including inventory acquired under the purchase commitments, for excess and obsolescence (“E&O”) on a quarterly basis. Any E&O inventory acquired that was previously accounted for as a purchase commitment liability accrual or vendor advance write-down is recorded at zero value. During the year ended December 31, 2022, the Company utilized $17.4 million of the accrued purchase commitment liability and $15.1 million of the vendor advance that was previously written down to acquire such E&O inventory. During the year ended December 31, 2021, the Company utilized $35.0 million of the accrued purchase commitment liability to acquire such E&O inventory. Other purchase commitments: In September 2020, the Company renegotiated certain inventory purchase commitments with other third-party manufacturing vendors, and as a result certain inventory purchase commitments have been canceled. The Company recorded the expected losses on those commitments of $6.9 million as a loss on product purchase commitments in the consolidated statements of operations for the year ended December 31, 2020. Contingencies The Company is involved in litigation and legal matters from time to time including our legal structure, which have arisen in the normal course of business. 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 condensed consolidated balance sheets, statements of operations and comprehensive loss, or statements of cash flows. On February 16, 2022, a putative class action lawsuit, styled Rose v. Butterfly Network, Inc., et al. violations of Sections 11 and 15 of the Securities Act of 1933, as amended. The alleged class consists of all persons or entities who purchased or otherwise acquired the Company’s stock between January 12, 2021 and November 15, 2021, persons who exchanged Longview shares for the Company’s common stock and persons who purchased Longview stock pursuant, or traceable to, the Proxy/Registration Statement filed with the SEC on November 27, 2020 or any amendment thereto. The lawsuit is premised upon allegations that the defendants made false and misleading statements and/or omissions about its post-Business Combination business and financial prospects. The Company intends to vigorously defend against this action. The lawsuit seeks unspecified damages, together with interest thereon, as well as the costs and expenses of litigation. There is no assurance that the Company will be successful in the defense of the litigation or that insurance will be available or adequate to fund any potential settlement or judgment or the litigation costs of the action. The Company is unable to predict the outcome or reasonably estimate a range of possible loss at this time. On March 9, 2022, Fujifilm filed a complaint against the Company, styled Fujifilm Sonosite, Inc. v. Butterfly Network, Inc. On June 21, 2022, a stockholder derivative action, styled Koenig v. Todd M. Fruchterman, et al. The Company enters into agreements that contain indemnification provisions 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 claims 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 any particular case. To date, losses recorded in the Company’s condensed consolidated statements of operations and comprehensive loss in connection with the indemnification provisions have not been material. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 20. Subsequent Events On January 4, 2023, the Board approved a plan designed to improve the Company’s efficiency by reducing operating expenses and extending liquidity. In addition to decreasing other operating expenses, the plan included a reduction in force representing approximately 25% of the Company’s workforce. The Company estimates that it will incur approximately $5.0 million of cash payments related to employee severance and benefits costs, substantially all of which the Company expects to incur in the first quarter of 2023. On February 12, 2021, the Company, then operating as Longview, held a special meeting of stockholders (the “Special Meeting”) to approve certain matters relating to the Business combination with Legacy Butterfly, including a proposal to amend and restate the Company’s certificate of incorporation to read in its entirety as set forth in the Second Amended and Restated Certificate of Incorporation (the “New Certificate of Incorporation”). The proposed amendments would increase its total authorized shares of Class A common stock from 200 million shares to 600 million shares and Class B common stock from 20 million shares to 27 million shares. The New Certificate of Incorporation was approved by a majority of the shares of Class A and Class B common stock, voting together as a single class, that were outstanding and entitled to vote thereon. After the Special Meeting, the Business Combination was closed, the New Certificate of Incorporation became effective, and the Company changed its name to Butterfly Network, Inc. A recent decision by the Court of Chancery of the State of Delaware (the “Court”) in Garfield v. Boxed, Inc. On March 14, 2023, the Court granted the Company’s petition and issued an order providing that “1. The New Certificate of Incorporation, including the filing and effectiveness thereof, is hereby validated and declared effective as of 9:40 a.m. (EDT) on February 12, 2021 and 2. All shares of capital stock of the Company issued in reliance on the effectiveness of the New Certificate of Incorporation, including 164,862,472 shares of Class A Common Stock and 26,426,937 shares of Class B Common Stock issued by the Company in connection with or after the Merger, are hereby validated and declared effective as of the date and time of the original issuance of such shares.” The Court’s granting of the Company’s petition has addressed and eliminated the uncertainty created by Court’s recent decision. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
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. |
COVID-19 Outbreak | COVID-19 Outbreak The COVID-19 pandemic that began in 2020 has created significant global economic uncertainty and has impacted 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 economic impacts of the COVID-19 pandemic and the actions taken to contain the COVID-19 pandemic or address its impacts. 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 the 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. |
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, marketable securities and accounts receivable. As of December 31, 2022 and 2021, substantially all of the Company’s cash and cash equivalents and marketable securities were invested in money market accounts and mutual funds, respectively, with one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any significant losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents and marketable securities. As of December 31, 2022, no customer accounted for more than 10% of the Company’s accounts receivable. As of December 31, 2021, one customer accounted for more than 10% of the Company’s accounts receivable. For the years ended December 31, 2022, 2021 and 2020, no customer accounted for more than 10% of the Company’s total revenue. |
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. Substantially 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 and determination of the standalone selling price (“SSP”) of performance obligations; • assumptions underlying the warranty liability calculation; • assumptions underlying the measurement of the purchase commitment loss; • 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; • assumptions underlying the incremental borrowing rate calculation; • assumptions underlying the warrant liability calculation; • valuation allowances with respect to deferred tax assets; and • assumptions underlying the fair value used in the stock-based compensation expense calculation. 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 about future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from these 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 • Step 1: Identify Contracts with Customers: • Step 2: Identify Performance Obligations: • Hardware devices and accessories • Software subscriptions, including renewal subscriptions, which represent an obligation to provide the customer with ongoing access to the Company’s cloud-hosted software applications on a continuous basis throughout the subscription period • Implementation and integration services • Extended warranties and customer service • Step 3: Determine Transaction Price: • Step 4: Allocate Transaction Price to Performance Obligations: • Step 5: Recognize Revenue as Performance Obligations are Satisfied: Deferred Revenue Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from software subscriptions and other services and is reduced as the revenue recognition criteria are met. Deferred revenue is classified as current or non-current on the consolidated balance sheets based on the expected timing of revenue recognition. The deferred revenue that will be recognized as revenue within the next twelve months is classified as current, and the deferred revenue that will be recognized thereafter is classified as non-current. Warranties The Company offers a standard product warranty that its products will function according to standard specifications and free of significant defects 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. When product revenue is recognized, an estimate of future warranty costs is recognized as cost of product revenue and accrued expenses. Factors that affect the estimate of future warranty costs include historical and 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. As of December 31, 2022 and 2021, 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 recognized as the original amount invoiced less an allowance for doubtful accounts based on the probability of future collection. In accordance with ASC Topic 326, Financial Instruments-Credit Losses billings are past due, current market conditions, and reasonable and supportable forecasts of future economic conditions. Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer being actively pursued. The following table summarizes the allowance for doubtful accounts activity: (in thousands) Fair Value Allowance for doubtful accounts as of December 31, 2020 $ 576 Additions (recoveries) (54) Deductions – write offs (82) Allowance for doubtful accounts as of December 31, 2021 $ 440 Additions (recoveries) 315 Deductions – write offs (227) Allowance for doubtful accounts as of December 31, 2022 $ 528 |
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. Actual 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 inventories 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, product merchantability and whether older products can be remanufactured into new products, among other factors. Losses expected to arise from firm, non-cancelable and unhedged commitments for the future purchase of inventories are recognized unless the losses are recoverable through firm sales contracts or other means. |
Restricted Cash | Restricted Cash Restricted cash includes deposits in financial institutions restricted according to an agreement and used to secure a lease agreement. The Company classifies the amount restricted according to an agreement as prepaid expenses and other current assets as the Company expects the deposit to be released from restriction within the next twelve months. The Company classifies the amount used to secure a lease agreement within other non-current assets as the lease is long-term. The amount shown as restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the consolidated statement of cash flows. |
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 inventories. The amounts are presented net of write offs. The classification of vendor advances as 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 Furniture 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 those assets and the related accumulated depreciation and amortization 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 or obtain software 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 internal-use software incurred during the application development stage if management with 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 software, which is three years, beginning when the software is substantially ready for use. Amortization expense is classified in the consolidated statements of operations and comprehensive loss based on the nature of the software. |
Leases | Leases The Company primarily enters into leases for office space that are classified as operating leases. The Company determines if an agreement is or contains a lease at inception. The Company accounts for leases in accordance with ASC Topic 842, Leases The Company’s leases do not provide a readily determinable implicit discount rate. The Company’s incremental borrowing rate is estimated to approximate an interest rate on a collateralized basis with similar terms and payments and in similar economic environments. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company recognizes a single lease cost on a straight-line basis over the lease term, and the Company includes all cash payments within cash flows from operating activities as the change in operating lease assets and liabilities in the consolidated statements of cash flows. The Company evaluates right-of-use assets for impairment consistent with its impairment of long-lived assets policy. There were no impairments of right-of-use assets in the years ended December 31, 2022 and 2021. The Company does not have any finance or capital leases as of December 31, 2022 and 2021. |
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 flows to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flows, the asset is written down to its estimated fair value. No impairments were recorded for the years ended December 31, 2022 and 2021. The Company recorded an impairment charge of $1.4 million during the year ended December 31, 2020 related to historical prepayments to a related party for the acquisition of capital assets. |
Warrant Liability | Warrant Liability The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”), which were issued as one-third Derivatives and Hedging—Contracts in Entity’s Own Equity Derivatives and Hedging |
Cost of Revenue | Cost of Revenue Cost of product revenue includes manufacturing costs, personnel costs and benefits, inbound freight, packaging, warranty replacement costs, payment processing fees and inventory obsolescence and write offs. Cost of software and other services revenue includes personnel costs, cloud hosting costs, amortization of capitalized software development costs and payment processing fees. |
Research and Development | Research and Development R&D expenses primarily consist of personnel costs and benefits, facilities expenses, consulting and professional fees, fabrication services, software and other outsourcing expenses. Substantially all of the Company’s R&D expenses are related to developing new products and services and improving existing products and services. R&D expenses are expensed as incurred. |
Sales and Marketing | Sales and Marketing Sales and marketing expenses primarily consist of personnel costs and benefits, third-party logistics, fulfillment and outbound shipping costs, facilities expenses, advertising, and travel and entertainment. Advertising expenses are expensed as incurred. For the years ended December 31, 2022, 2021 and 2020, advertising expenses were $5.8 million, $8.3 million and $4.7 million, respectively. |
General and Administrative | General and Administrative General and administrative expenses primarily consist of personnel costs and benefits, insurance, patent fees, software costs, facilities costs and outside services. Outside services consist of professional services, legal fees and other professional fees. |
Net Loss per Common Share | Net Loss per Common Share We compute net loss per share of Class A and Class B common stock using the two-class method. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of each class of the Company’s common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all of the Company’s potential common shares outstanding of the Company’s common stock to the extent the potential shares are dilutive. Basic and diluted net loss per share were the same for each period presented in the consolidated statements of operations and comprehensive loss as the inclusion of all potential shares of the Company’s common stock would have been anti-dilutive. Since the Company was in a net loss position for all periods presented, the basic net loss per share calculation excludes the Company’s convertible preferred stock as it does not participate in net losses of the Company. Refer to Note 12 “Net Loss Per Share” for further discussion. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The measurement of stock-based compensation expense for all stock-based payment awards, including stock options and restricted stock units granted to employees, directors and nonemployees, is based on the estimated fair value of the awards on the grant date. The Company recognizes stock-based compensation expense for its awards on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the awards’ estimated grant date fair values. Generally, awards fully vest three The Company granted performance-based restricted stock units during the years ended December 31, 2022, 2021 and 2020. The Company accounted for these awards according to the relevant provisions of ASC Topic 718, Compensation-Stock Compensation |
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 November 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of allowance for doubtful accounts | The following table summarizes the allowance for doubtful accounts activity: (in thousands) Fair Value Allowance for doubtful accounts as of December 31, 2020 $ 576 Additions (recoveries) (54) Deductions – write offs (82) Allowance for doubtful accounts as of December 31, 2021 $ 440 Additions (recoveries) 315 Deductions – write offs (227) Allowance for doubtful accounts as of December 31, 2022 $ 528 |
Schedule of useful life for property and equipment | Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Software 3 years Machinery and equipment 3 – 5 years Furniture and fixtures 5 – 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition | |
Schedule of disaggregated revenue | The following table summarizes the Company’s disaggregated revenues (in thousands) for the years ended December 31: Pattern of Recognition 2022 2021 2020 By Product Type: Devices and accessories Point-in-time $50,263 $47,868 $38,347 Software and other services Over time 23,127 14,697 7,905 Total revenue $73,390 $62,565 $46,252 By Geographical Market: United States $51,072 $42,993 $33,237 International 22,318 19,572 13,015 Total revenue $73,390 $62,565 $46,252 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value of Financial Instruments | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): Fair Value Measurement Level Total Level 1 Level 2 Level 3 December 31, 2022: Marketable securities: Mutual funds $75,250 $75,250 $ — $— Total assets at fair value on a recurring basis $75,250 $75,250 $ — $— Warrants: Public Warrants $ 3,588 $ 3,588 $ — $— Private Warrants 1,782 — 1,782 — Total liabilities at fair value on a recurring basis $ 5,370 $ 3,588 $1,782 $— December 31, 2021: Warrants: Public Warrants $17,525 $17,525 $ — $— Private Warrants 8,704 — 8,704 — Total liabilities at fair value on a recurring basis $26,229 $17,525 $8,704 $— |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventories | |
Summary of inventories | A summary of inventories is as follows at December 31 (in thousands): December 31, 2022 December 31, 2021 Raw materials $41,265 19,853 Work-in-progress 1,962 1,122 Finished goods 16,743 15,268 Total inventories $59,970 $36,243 Work-in-progress represents inventory items in intermediate stages of production by third party manufacturers. For the years ended December 31, 2022, 2021 and 2020, net realizable value inventory adjustments and excess and obsolete inventory charges were $0.8 million, $0.9 million and $7.1 million, respectively, and were recognized in cost of product revenue. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restricted Cash | |
Summary of reconciliation of cash, cash equivalents and restricted cash | December 31, 2022 2021 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $162,561 $422,841 Restricted cash included within prepaid expenses and other current assets 253 — Restricted cash included within other non-current assets 4,014 4,000 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $166,828 $426,841 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Non-Current Assets | |
Schedule of other non-current assets | Other non-current assets consist of the following at December 31 (in thousands): December 31, 2022 December 31, 2021 Security deposits $1,882 $1,883 Restricted cash 4,014 4,000 Other long-term assets 1,639 2,610 Total other non-current assets $7,535 $8,493 |
Schedule of property and equipment, net | December 31, 2022 December 31, 2021 Software $14,746 $ 3,831 Leasehold improvements 13,793 4,212 Machinery and equipment 9,663 6,861 Furniture and fixtures 2,121 42 Construction in progress 1,937 5,086 Other 125 47 42,385 20,079 Less: accumulated depreciation and amortization (11,054) (5,376) Property and equipment, net $ 31,331 $14,703 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | December 31, 2022 December 31, 2021 Software $14,746 $ 3,831 Leasehold improvements 13,793 4,212 Machinery and equipment 9,663 6,861 Furniture and fixtures 2,121 42 Construction in progress 1,937 5,086 Other 125 47 42,385 20,079 Less: accumulated depreciation and amortization (11,054) (5,376) Property and equipment, net $ 31,331 $14,703 |
Schedule of estimated amortization expense for future years | 2023 2024 2025 2026 2027 Software $4,812 $4,377 $1,600 $— $— |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following at December 31 (in thousands): December 31, 2022 December 31, 2021 Employee compensation $12,166 $12,746 Customer deposits 1,135 1,850 Accrued warranty liability 287 266 Non-income tax 1,442 2,477 Professional fees 3,450 2,797 Current portion of operating lease liabilities 1,926 1,391 Other 5,710 4,104 Total accrued expenses and other current liabilities $ 26,116 $25,631 |
Schedule of warranty expense activity | Warranty expense activity for the years ended December 31 is as follows (in thousands): 2022 2021 2020 Balance, beginning of period $1,116 $1,826 $ 876 Warranty provision charged to operations 296 58 2,498 Warranty claims (539) (768) (1,548) Balance, end of period $ 873 $ 1,116 $ 1,826 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity Incentive Plan | |
Summary of the stock option activity | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2020 26,708,329 4.03 7.06 143,338 Granted 8,101,866 12.98 Exercised (8,911,435) 2.46 Forfeited (9,655,228) 6.12 Outstanding at December 31, 2021 16,243,532 8.11 7.63 24,398 Granted 869,778 4.37 Exercised (1,081,213) 2.76 Forfeited (3,460,185) 10.43 Outstanding at December 31, 2022 12,571,912 7.67 5.62 1,342 Options exercisable at December 31, 2021 7,399,460 4.34 5.88 21,300 Options exercisable at December 31, 2022 9,478,419 7.06 4.75 1,263 Vested and expected to vest at December 31, 2021 12,943,351 7.30 7.26 23,242 Vested and expected to vest at December 31, 2022 11,341,764 7.47 5.33 1,310 |
Summary of additional information about stock option activity | 2022 2021 2020 Cash proceeds from the exercise of stock options (in millions) $3.0 $21.7 $2.0 Total intrinsic value of stock options exercised (in millions) 3.6 80.9 3.6 Weighted average grant date fair value of options granted 2.79 6.47 3.27 |
Schedule of assumptions used to value option grants to employees and non-employees | 2022 2021 2020 Risk-free interest rate 1.7% – 3.0% 0.6% – 1.4% 0.4% – 1.7% Expected dividend yield 0% 0% 0% Expected term 5.8 years – 6.5 years 5.5 years – 6.2 years 5.9 years – 6.3 years Expected volatility 70% – 73% 51% – 63% 50% 2020 Risk-free interest rate 0.4% – 1.7% Expected dividend yield 0% Expected term 1.1 years – 6.1 years Expected volatility 50% |
Summary of the restricted stock unit activity | Number of Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2020 1,894,897 9.40 Granted 3,375,079 14.77 Vested (1,018,828) 9.40 Forfeited (292,323) 12.77 Outstanding at December 31, 2021 3,958,825 13.73 Granted 12,076,285 3.98 Vested (2,947,832) 11.80 Forfeited (3,125,987) 6.85 Outstanding at December 31, 2022 9,961,291 4.55 |
Schedule of stock-based compensation expense | Year ended December 31, 2022 2021 2020 Cost of revenue – software and other services $ 88 $ 21 $ 15 Research and development 12,746 9,060 4,551 Sales and marketing 5,974 8,074 2,591 General and administrative 23,723 30,643 3,847 Total stock-based compensation expense $42,531 $47,798 $11,004 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Schedule of calculation of basic and diluted net loss per share | Year ended December 31, 2022 Class A Class B Total Common Stock Numerator: Allocation of undistributed earnings $ (146,412) $ (22,311) $ (168,723) Numerator for basic and diluted net loss per share – loss available to common stockholders $ (146,412) $ (22,311) $ (168,723) Denominator: Weighted-average common shares outstanding 173,421,449 26,426,937 199,848,386 Denominator for basic and diluted net loss per share – weighted-average common stock 173,421,449 26,426,937 199,848,386 Basic and diluted net loss per share $ (0.84) $ (0.84) $ (0.84) Year ended December 31, 2021 Class A Class B Total Common Stock Numerator: Allocation of undistributed earnings $ (28,048) $ (4,361) $ (32,409) Numerator for basic and diluted net loss per share – loss available to common stockholders $ (28,048) $ (4,361) $ (32,409) Denominator: Weighted-average common shares outstanding 150,424,024 23,386,029 173,810,053 Denominator for basic and diluted net loss per share – weighted-average common stock 150,424,024 23,386,029 173,810,053 Basic and diluted net loss per share $ (0.19) $ (0.19) $ (0.19) Year ended December 31, 2020 Numerator: Allocation of undistributed earnings $ (162,745) Numerator for basic and diluted net loss per share – loss available to common stockholders $ (162,745) Denominator: Weighted-average common shares outstanding 6,056,574 Denominator for basic and diluted net loss per share – weighted-average common stock 6,056,574 Basic and diluted net loss per share $ (26.87) |
Schedule of anti-dilutive common equivalent shares | 2022 2021 2020 Outstanding options to purchase common stock 12,571,912 16,243,532 26,708,329 Outstanding restricted stock units 9,961,291 3,577,894 1,894,897 Outstanding warrants 20,652,690 20,652,837 — Outstanding convertible preferred stock (Series A through D) — — 107,197,118 Total anti-dilutive common equivalent shares 43,185,893 40,474,263 135,800,344 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
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, 2022 2021 2020 Federal $(169,122) $(32,706) $(162,876) Foreign 441 418 170 Loss before provision for income taxes $(168,681) $(32,288) $(162,706) |
Schedule of reconciliation of the statutory income tax rate to the effective income tax rate | Year ended December 31, 2022 2021 2020 Income at US statutory rate 21.00% 21.00% 21.00% State taxes, net of federal benefit 2.21% 15.42% 3.18% Stock compensation (5.01)% (10.10)% 0.00% Change in fair value of warrants 2.60% 104.78% 0.00% Tax credits 2.16% 12.51% 0.86% Foreign rate differential 0.00% 0.01% 0.00% Valuation allowance (22.91)% (142.86)% (24.35)% Other (0.08)% (1.14)% (0.71)% (0.03)% (0.38)% (0.02)% |
Schedule of net deferred tax assets | Net deferred tax assets as of December 31, 2022 and 2021 consisted of the following (in thousands): Year ended December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 135,733 $ 122,279 Tax credits 14,047 10,620 Stock compensation 3,680 4,752 Accruals and reserves 2,747 7,929 Inventory reserve 8,797 289 Lease liability 7,646 7,063 Depreciation 914 102 Capitalized tax R&E 15,127 — Other 3,901 1,600 Total deferred tax assets $ 192,592 $ 154,634 Valuation allowance (187,421) (148,785) Total deferred tax assets $ 5,171 $ 5,849 Deferred tax liabilities Right-of-use asset (5,171) (5,849) Net deferred tax assets $ — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Summary of related-party transactions and balances | A summary of related-party transactions and balances with 4Catalyzer are as follows (in thousands): Year ended December 31, 2022 2021 2020 Total incurred for operating expenses $78 $583 $5,571 December 31, 2022 2021 Due from related parties $145 $— Due to related parties — 88 |
Reduction in Force (Tables)
Reduction in Force (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Reduction in Force | |
Schedule of employee severance and benefits costs | Year ended December 31, 2022 Research and development $1,035 Sales and marketing 338 General and administrative 417 Total employee severance and benefits costs $1,790 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Schedule of operating lease cost | The following table presents the components of operating lease cost for the years ended December 31, 2022 and 2021 (in thousands): Year ended December 31, 2022 2021 Operating lease cost $4,300 $2,927 Short-term lease cost 249 287 Variable lease cost 353 100 Total operating lease cost $4,902 $3,314 |
Schedule of operating lease expected future payments | The expected maturities related to the Company’s leases with initial non-cancellable lease terms in excess of one year as of December 31, 2022 are as follows: Year ended December 31, Operating Lease Payments 2023 $ 3,493 2024 4,434 2025 4,652 2026 4,763 2027 4,875 2027 and thereafter 18,340 Total gross operating lease payments 40,557 Less: imputed interest (8,665) Total operating lease liabilities, reflecting the present value of net lease payments $31,892 |
Schedule of lease term, discount rate and cash flows from operating lease | Additional information related to operating leases is presented as follows: December 31, 2022 2021 Weighted average remaining lease term (in years) 8.8 9.4 Weighted average discount rate 5.5% 5.5% Year ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating lease payments, included in cash flows from operating activities $2,042 $ 1,012 Non-cash additions to operating lease assets $ — $13,929 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Major Customer [Member] | Customer Concentration Risk | Accounts receivable | |
Concentration risk (as a percentage) | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 3 years |
Minimum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 3 years |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 5 years |
Maximum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 5 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 12 Months Ended | 24 Months Ended | |||
May 26, 2020 | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | |
Number of operating segments | segment | 1 | ||||
Warranty period | 1 year | ||||
Value of public warrants per warrant issued during IPO (as a percent) | 33% | ||||
Impairments of right-of-use assets | $ 0 | ||||
Impairment charges | $ 0 | $ 0 | $ 1.4 | ||
Advertising expense | $ 5.8 | $ 8.3 | $ 4.7 | ||
Term of stock options | 10 years | ||||
Minimum | |||||
Vesting period of stock options | 3 years | ||||
Maximum | |||||
Vesting period of stock options | 4 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for doubtful accounts as of beginning balance | $ 440 | $ 576 |
Additions (recoveries) | 315 | (54) |
Deductions - write offs | (227) | (82) |
Allowance for doubtful accounts as of ending balance | $ 528 | $ 440 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition | |||
Total revenue | $ 73,390 | $ 62,565 | $ 46,252 |
United States | |||
Revenue Recognition | |||
Total revenue | 51,072 | 42,993 | 33,237 |
International | |||
Revenue Recognition | |||
Total revenue | 22,318 | 19,572 | 13,015 |
Devices and accessories | |||
Revenue Recognition | |||
Total revenue | 50,263 | 47,868 | 38,347 |
Software and other services | |||
Revenue Recognition | |||
Total revenue | $ 23,127 | $ 14,697 | $ 7,905 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligations (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Revenue Recognition | |
Remaining performance obligations | $ 23.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue Recognition | |
Percentage of remaining performance obligations as revenue | 71% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue Recognition | |
Percentage of remaining performance obligations as revenue | 29% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition | ||
Payment terms | 60 days | |
Amount of revenue recognized | $ 13 | $ 8.4 |
Revenue Recognition - Costs of
Revenue Recognition - Costs of Obtaining or Fulfilling Contracts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition | |||
Capitalized costs of obtaining or fulfilling contracts | $ 1.1 | $ 0.6 | |
Amortization of capitalized costs | $ 0 | $ 0 | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Mutual funds | |||
Fair Value of Financial Instruments | |||
Unrealized loss on equity securities | $ 300 | $ 0 | $ 0 |
Fair Value, Recurring | |||
Assets | |||
Total assets at fair value on a recurring basis | 75,250 | ||
Liabilities | |||
Total liabilities at fair value on a recurring basis | 5,370 | 26,229 | |
Fair Value, Recurring | Public Warrants [Member] | |||
Liabilities | |||
Warrants | 3,588 | 17,525 | |
Fair Value, Recurring | Private Warrants [Member] | |||
Liabilities | |||
Warrants | 1,782 | 8,704 | |
Fair Value, Recurring | Mutual funds | |||
Assets | |||
Mutual funds | 75,250 | ||
Fair Value, Recurring | Level 1 | |||
Assets | |||
Total assets at fair value on a recurring basis | 75,250 | ||
Liabilities | |||
Total liabilities at fair value on a recurring basis | 3,588 | 17,525 | |
Fair Value, Recurring | Level 1 | Public Warrants [Member] | |||
Liabilities | |||
Warrants | 3,588 | 17,525 | |
Fair Value, Recurring | Level 1 | Mutual funds | |||
Assets | |||
Mutual funds | 75,250 | ||
Fair Value, Recurring | Level 2 | |||
Liabilities | |||
Total liabilities at fair value on a recurring basis | 1,782 | 8,704 | |
Fair Value, Recurring | Level 2 | Private Warrants [Member] | |||
Liabilities | |||
Warrants | $ 1,782 | $ 8,704 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventories | |||
Raw materials | $ 41,265 | $ 19,853 | |
Work-in-progress | 1,962 | 1,122 | |
Finished goods | 16,743 | 15,268 | |
Total inventories | 59,970 | 36,243 | |
Net realizable value inventory adjustments and excess and obsolete inventory charges | $ 783 | $ 889 | $ 7,123 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Reconciliation of cash, cash equivalents and restricted cash: | ||||
Cash and cash equivalents | $ 162,561 | $ 422,841 | ||
Restricted cash included within prepaid expenses and other current assets | 253 | |||
Restricted cash included within other non-current assets | 4,014 | 4,000 | ||
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | $ 166,828 | $ 426,841 | $ 60,206 | $ 90,002 |
Restricted Cash and Cash Equivalents, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | ||
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Restricted Cash - Narratives (D
Restricted Cash - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2021 | |
Restricted Cash | ||
Security given as collateral | $ 4 | |
Proceeds received from Bill & Melinda Gates Foundation | $ 5.5 | |
BMGF funds released from restricted cash | $ 5.2 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Non-Current Assets | ||
Security deposits | $ 1,882 | $ 1,883 |
Restricted cash | $ 4,014 | $ 4,000 |
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total other non-current assets | Total other non-current assets |
Other long-term assets | $ 1,639 | $ 2,610 |
Total other non-current assets | $ 7,535 | $ 8,493 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net | |||
Property and equipment, gross | $ 42,385 | $ 20,079 | |
Less: accumulated depreciation and amortization | (11,054) | (5,376) | |
Property and equipment, net | 31,331 | 14,703 | |
Depreciation and amortization | 5,935 | 2,090 | $ 1,316 |
Software | |||
Property and Equipment, Net | |||
Property and equipment, gross | 14,746 | 3,831 | |
Leasehold improvements | |||
Property and Equipment, Net | |||
Property and equipment, gross | 13,793 | 4,212 | |
Machinery and equipment | |||
Property and Equipment, Net | |||
Property and equipment, gross | 9,663 | 6,861 | |
Furniture and fixtures | |||
Property and Equipment, Net | |||
Property and equipment, gross | 2,121 | 42 | |
Construction in progress | |||
Property and Equipment, Net | |||
Property and equipment, gross | 1,937 | 5,086 | |
Other | |||
Property and Equipment, Net | |||
Property and equipment, gross | $ 125 | $ 47 |
Property and Equipment, Net - S
Property and Equipment, Net - Software intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net | ||
Accumulated amortization | $ 3,900 | $ 700 |
Amortization expense | 3,300 | $ 500 |
Software | ||
Estimated Amortization Expense or Future Years | ||
2023 | 4,812 | |
2024 | 4,377 | |
2025 | $ 1,600 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other Current Liabilities | ||
Employee compensation | $ 12,166 | $ 12,746 |
Customer deposits | 1,135 | 1,850 |
Accrued warranty liability | 287 | 266 |
Non-income tax | 1,442 | 2,477 |
Professional fees | 3,450 | 2,797 |
Current portion of operating lease liabilities | $ 1,926 | $ 1,391 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued expenses and other current liabilities | Total accrued expenses and other current liabilities |
Other | $ 5,710 | $ 4,104 |
Total accrued expenses and other current liabilities | $ 26,116 | $ 25,631 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Warranty expense activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accrued Expenses and Other Current Liabilities | |||
Balance, beginning of period | $ 1,116 | $ 1,826 | $ 876 |
Warranty provision charged to operations | 296 | 58 | 2,498 |
Warranty claims | (539) | (768) | (1,548) |
Balance, end of period | $ 873 | $ 1,116 | $ 1,826 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) | 12 Months Ended |
Dec. 31, 2022 Vote $ / shares | |
Stockholders' Equity (Deficit) | |
Dividends declared | $ / shares | $ 0 |
Common stock, conversion ratio | 1 |
Class A Common Stock | |
Stockholders' Equity (Deficit) | |
Votes per share | 1 |
Class B Common Stock | |
Stockholders' Equity (Deficit) | |
Votes per share | 20 |
Common stock, beneficial ownership | 20% |
Number of affirmative vote | 67% |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Incentive Plan | |||||
Common Stock reserved for issuance | 8,000,000 | ||||
Expiration period | 10 years | ||||
Tax benefits of the stock-based compensation expense | $ 0 | ||||
Tax benefits from the exercise of stock options | 0 | ||||
Capitalized stock-based compensation expense | 1,000,000 | $ 400,000 | $ 100,000 | ||
Unrecognized stock-based compensation expense | $ 54,000,000 | $ 78,800,000 | |||
Remaining weighted average vesting period | 2 years 6 months | 2 years 9 months 18 days | |||
Stock options | |||||
Equity Incentive Plan | |||||
Post employment exercise options | 0.7 | ||||
Number of accelerated shares | 1,700,000 | 1,600,000 | |||
Expense related to acceleration | $ 7,800,000 | $ 2,600,000 | |||
Stock options | Maximum | |||||
Equity Incentive Plan | |||||
Expiration period | 10 years | ||||
Service Based Restricted Stock Units [Member] | |||||
Equity Incentive Plan | |||||
Number of accelerated shares | 300,000 | ||||
Performance Based Restricted Stock Units [Member] | |||||
Equity Incentive Plan | |||||
Number of accelerated shares | 100,000 | ||||
Performance Based Restricted Stock Units [Member] | Employees | |||||
Equity Incentive Plan | |||||
Granted | 1,000,000 | 100,000 | 200,000 | 1,900,000 | |
Restricted stock units | |||||
Equity Incentive Plan | |||||
Total fair value | $ 10,700,000 | $ 10,400,000 | |||
Granted | 12,076,285 | 3,375,079 | |||
Board of Directors Chairman | Performance Based Restricted Stock Units [Member] | |||||
Equity Incentive Plan | |||||
Granted | 1,000,000 | ||||
2020 Plan [Member] | |||||
Equity Incentive Plan | |||||
Common Stock reserved for issuance | 34,300,000 | ||||
Common shares remain available for issuance | 18,800,000 |
Equity Incentive Plan - Stock o
Equity Incentive Plan - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | |||
Outstanding at beginning of the period | 16,243,532 | 26,708,329 | |
Granted | 869,778 | 8,101,866 | |
Exercised | (1,081,213) | (8,911,435) | |
Forfeited | (3,460,185) | (9,655,228) | |
Outstanding at end of the period | 12,571,912 | 16,243,532 | 26,708,329 |
Options exercisable | 9,478,419 | 7,399,460 | |
Vested and expected to vest | 11,341,764 | 12,943,351 | |
Weighted Average Exercise Price | |||
Outstanding at beginning of year | $ 8.11 | $ 4.03 | |
Granted | 4.37 | 12.98 | |
Exercised | 2.76 | 2.46 | |
Forfeited | 10.43 | 6.12 | |
Outstanding at end of year | 7.67 | 8.11 | $ 4.03 |
Options exercisable | 7.06 | 4.34 | |
Vested and expected to vest | $ 7.47 | $ 7.3 | |
Weighted Average Remaining Contractual Term | |||
Outstanding at the end of year | 5 years 7 months 13 days | 7 years 7 months 17 days | 7 years 21 days |
Options exercisable | 4 years 9 months | 5 years 10 months 17 days | |
Vested and expected to vest | 5 years 3 months 29 days | 7 years 3 months 3 days | |
Aggregate Intrinsic Value | |||
Outstanding at beginning of year | $ 24,398 | $ 143,338 | |
Outstanding at end of year | 1,342 | 24,398 | $ 143,338 |
Options exercisable | 1,263 | 21,300 | |
Vested and expected to vest | $ 1,310 | $ 23,242 |
Equity Incentive Plan - Option
Equity Incentive Plan - Option grants to employees and non-employees (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 869,778 | 8,101,866 | |
Non-employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 0 | 0 | |
Stock options | Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate, minimum | 1.70% | 0.60% | 0.40% |
Risk free interest rate, maximum | 3% | 1.40% | 1.70% |
Expected dividend yield | 0% | 0% | 0% |
Expected volatility | 50% | ||
Stock options | Employees | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years 9 months 18 days | 5 years 6 months | 5 years 10 months 24 days |
Expected volatility | 70% | 51% | |
Stock options | Employees | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years 6 months | 6 years 2 months 12 days | 6 years 3 months 18 days |
Expected volatility | 73% | 63% | |
Stock options | Non-employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate, minimum | 0.40% | ||
Risk free interest rate, maximum | 1.70% | ||
Expected dividend yield | 0% | ||
Expected volatility | 50% | ||
Stock options | Non-employees | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 1 year 1 month 6 days | ||
Stock options | Non-employees | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years 1 month 6 days |
Equity Incentive Plan - Restric
Equity Incentive Plan - Restricted stock unit activity (Details) - Restricted stock units - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Restricted Stock Units | ||
Outstanding at beginning of the period | 3,958,825 | 1,894,897 |
Granted | 12,076,285 | 3,375,079 |
Vested | (2,947,832) | (1,018,828) |
Forfeited | (3,125,987) | (292,323) |
Outstanding at end of the period | 9,961,291 | 3,958,825 |
Weighted Average Grant Date Fair Value | ||
Outstanding at beginning of year | $ 13.73 | $ 9.4 |
Granted | 3.98 | 14.77 |
Vested | 11.8 | 9.4 |
Forfeited | 6.85 | 12.77 |
Outstanding at end of year | $ 4.55 | $ 13.73 |
Equity Incentive Plan - Stock-b
Equity Incentive Plan - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Incentive Plan | |||
Total stock-based compensation expense | $ 42,531 | $ 47,798 | $ 11,004 |
Cost of revenue - software and other services | |||
Equity Incentive Plan | |||
Total stock-based compensation expense | 88 | 21 | 15 |
Research and development | |||
Equity Incentive Plan | |||
Total stock-based compensation expense | 12,746 | 9,060 | 4,551 |
Sales and marketing | |||
Equity Incentive Plan | |||
Total stock-based compensation expense | 5,974 | 8,074 | 2,591 |
General and administrative | |||
Equity Incentive Plan | |||
Total stock-based compensation expense | $ 23,723 | $ 30,643 | $ 3,847 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional information about stock option activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Incentive Plan | |||
Cash proceeds from the exercise of stock options | $ 3 | $ 21.7 | $ 2 |
Total intrinsic value of stock options exercised | $ 3.6 | $ 80.9 | $ 3.6 |
Weighted average grant date fair value of options granted (in dollars per share) | $ 2.79 | $ 6.47 | $ 3.27 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Allocation of undistributed earnings | $ (168,723) | $ (32,409) | $ (162,745) |
Numerator for basic and diluted net loss per share - loss available to common stockholders | $ (168,723) | $ (32,409) | $ (162,745) |
Denominator: | |||
Weighted-average common shares outstanding - basic | 199,848,386 | 173,810,053 | 6,056,574 |
Weighted-average common shares outstanding - diluted | 199,848,386 | 173,810,053 | 6,056,574 |
Basic loss per share | $ (0.84) | $ (0.19) | $ (26.87) |
Diluted loss per share | $ (0.84) | $ (0.19) | $ (26.87) |
Class A Common Stock | |||
Numerator: | |||
Allocation of undistributed earnings | $ (146,412) | $ (28,048) | |
Numerator for basic and diluted net loss per share - loss available to common stockholders | $ (146,412) | $ (28,048) | |
Denominator: | |||
Weighted-average common shares outstanding - basic | 173,421,449 | 150,424,024 | |
Weighted-average common shares outstanding - diluted | 173,421,449 | 150,424,024 | |
Basic loss per share | $ (0.84) | $ (0.19) | |
Diluted loss per share | $ (0.84) | $ (0.19) | |
Class B Common Stock | |||
Numerator: | |||
Allocation of undistributed earnings | $ (22,311) | $ (4,361) | |
Numerator for basic and diluted net loss per share - loss available to common stockholders | $ (22,311) | $ (4,361) | |
Denominator: | |||
Weighted-average common shares outstanding - basic | 26,426,937 | 23,386,029 | |
Weighted-average common shares outstanding - diluted | 26,426,937 | 23,386,029 | |
Basic loss per share | $ (0.84) | $ (0.19) | |
Diluted loss per share | $ (0.84) | $ (0.19) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive common equivalent shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Loss Per Share | |||
Total anti-dilutive common equivalent shares | 43,185,893 | 40,474,263 | 135,800,344 |
Stock options | |||
Net Loss Per Share | |||
Total anti-dilutive common equivalent shares | 12,571,912 | 16,243,532 | 26,708,329 |
Restricted stock units | |||
Net Loss Per Share | |||
Total anti-dilutive common equivalent shares | 9,961,291 | 3,577,894 | 1,894,897 |
Outstanding warrants | |||
Net Loss Per Share | |||
Total anti-dilutive common equivalent shares | 20,652,690 | 20,652,837 | |
Convertible preferred stock | |||
Net Loss Per Share | |||
Total anti-dilutive common equivalent shares | 107,197,118 |
Income Taxes - Income (loss) be
Income Taxes - Income (loss) before provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Federal | $ (169,122) | $ (32,706) | $ (162,876) |
Foreign | 441 | 418 | 170 |
Loss before provision for income taxes | $ (168,681) | $ (32,288) | $ (162,706) |
Income Taxes - Statutory income
Income Taxes - Statutory income tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Income at US statutory rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 2.21% | 15.42% | 3.18% |
Stock compensation | (5.01%) | (10.10%) | 0% |
Change in fair value of warrants | 2.60% | 104.78% | 0% |
Tax credits | 2.16% | 12.51% | 0.86% |
Foreign rate differential | 0% | 0.01% | 0% |
Valuation allowance | (22.91%) | (142.86%) | (24.35%) |
Other | (0.08%) | (1.14%) | (0.71%) |
Total | (0.03%) | (0.38%) | (0.02%) |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 135,733 | $ 122,279 |
Tax credits | 14,047 | 10,620 |
Stock compensation | 3,680 | 4,752 |
Accruals and reserves | 2,747 | 7,929 |
Inventory reserve | 8,797 | 289 |
Lease liability | 7,646 | 7,063 |
Depreciation | 914 | 102 |
Capitalized tax R&E | 15,127 | |
Other | 3,901 | 1,600 |
Total deferred tax assets | 192,592 | 154,634 |
Valuation allowance | (187,421) | (148,785) |
Total Deferred tax assets | 5,171 | 5,849 |
Deferred tax liabilities | ||
Right-of-use asset | $ (5,171) | $ (5,849) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Tax provision | $ 40 | $ 120 | $ 40 |
Federal tax provision | 0 | 0 | $ 0 |
Valuation allowance related to net operating losses | 38,700 | 47,000 | |
Accrued interest or penalties | 0 | 0 | |
Other income (expense) | |||
Operating Loss Carryforwards [Line Items] | |||
State of Massachusetts Life Sciences tax credit received | 900 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss ("NOL") carryforwards | 552,200 | 494,800 | |
Net operating loss ("NOL") carryforwards, subject to expire | 73,700 | ||
Net operating loss ("NOL") carryforwards, carried forward indefinitely | 478,500 | ||
Federal and state tax credits | 11,800 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss ("NOL") carryforwards | 352,900 | $ 323,800 | |
Federal and state tax credits | $ 2,800 |
Related Party Transactions (Det
Related Party Transactions (Details) - 4C [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | |||
Total incurred for operating expenses | $ 78 | $ 583 | $ 5,571 |
Due from related parties | $ 145 | ||
Due to related parties | $ 88 |
401(k) Retirement Plan (Details
401(k) Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
401(k) Retirement Plan | |||
401(k) Employer match contribution | $ 1.3 | $ 0 | $ 0 |
Reduction in Force (Details)
Reduction in Force (Details) - Employee Severance - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 28, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Reduction in force (as a percent) | 10% | |
Employee severance and benefits costs | $ 1,790 | |
Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee severance and benefits costs | 1,035 | |
Sales and marketing | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee severance and benefits costs | 338 | |
General and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee severance and benefits costs | $ 417 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
May 26, 2020 | Dec. 31, 2022 USD ($) d $ / shares shares | Dec. 31, 2021 USD ($) | |
Warrants | |||
Change in fair value of warrant liabilities | $ | $ 20,859 | $ 161,095 | |
Value of public warrants per warrant issued during IPO (as a percent) | 33% | ||
Public Warrants [Member] | |||
Warrants | |||
Outstanding warrants | shares | 13,799,357 | ||
Warrants settleable in cash shares held for tender offer percentage | 50% | ||
Private Warrants [Member] | |||
Warrants | |||
Outstanding warrants | shares | 6,853,333 | ||
Fair market value trading days | d | 30 | ||
Warrants exercised | shares | 0 | ||
Class A Common Stock | Public Warrants [Member] | |||
Warrants | |||
Shares called by warrants | shares | 1 | ||
Exercise price | $ 11.5 | ||
Warrant Redemption $0.01 [Member] | Public Warrants [Member] | |||
Warrants | |||
Warrants redemption price per warrant | $ 0.01 | ||
Warrants redemption period | 30 days | ||
Warrant Redemption $0.01 [Member] | Private Warrants [Member] | |||
Warrants | |||
Warrants redemption price per warrant | $ 0.01 | ||
Warrant Redemption $0.01 [Member] | Class A Common Stock | Public Warrants [Member] | |||
Warrants | |||
Trading day period | 30 days | ||
Trading day period for cashless basis redemption | 10 days | ||
Stock price trigger | $ 18 | ||
Threshold trading days | d | 20 | ||
Warrant Redemption $0.10 [Member] | Public Warrants [Member] | |||
Warrants | |||
Period of warrants become exercisable | 90 days | ||
Warrants redemption price per warrant | $ 0.1 | ||
Warrants redemption period | 30 days | ||
Warrant Redemption $0.10 [Member] | Private Warrants [Member] | |||
Warrants | |||
Warrants redemption price per warrant | $ 0.1 | ||
Warrant Redemption $0.10 [Member] | Class A Common Stock | Public Warrants [Member] | |||
Warrants | |||
Stock price trigger | $ 10 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | |
Leases | |||
Security deposits | $ 1,882 | $ 1,883 | |
Office Space in Burlington [Member] | |||
Leases | |||
Operating lease payments | $ 27,300 | ||
Tenant improvement allowance | $ 5,200 | ||
Option to terminate | true | ||
Option to extend | true |
Leases - Lease cost (Details)
Leases - Lease cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Operating lease cost | $ 4,300 | $ 2,927 | |
Short-term lease cost | 249 | 287 | |
Variable lease cost | 353 | 100 | |
Total operating lease cost | $ 4,902 | $ 3,314 | |
Rent expense | $ 2,100 |
Leases - Operating lease paymen
Leases - Operating lease payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating lease payments | |
2023 | $ 3,493 |
2024 | 4,434 |
2025 | 4,652 |
2026 | 4,763 |
2027 | 4,875 |
2028 and thereafter | 18,340 |
Total gross operating lease payments | 40,557 |
Less: imputed interest | (8,665) |
Total operating lease liabilities, reflecting the present value of net lease payments | $ 31,892 |
Leases - Lease term and discoun
Leases - Lease term and discount rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Weighted average remaining lease term (in years) | 8 years 9 months 18 days | 9 years 4 months 24 days |
Weighted average discount rate (as a percent) | 5.50% | 5.50% |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating lease payments, included in cash flows from operating activities | $ 2,042 | $ 1,012 |
Non-cash additions to operating lease assets | $ 13,929 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | |||
Accrued purchase commitments, current | $ 2,146 | $ 5,329 | |
Write-down of vendor advance | 2,300 | $ 10,560 | |
Inventory purchase commitments | |||
Commitments and Contingencies | |||
Prepaid vendor advance, net of write-downs | 17,100 | ||
Accrued purchase commitments, current | 2,100 | ||
Net loss on vendor purchase commitment | 0 | 14,000 | 53,200 |
Write-down of vendor advance | 2,300 | 10,600 | |
Increase in accrued purchase commitment liability | 11,700 | 42,600 | |
Utilization of accrual of purchase commitment liability | 17,400 | $ 35,000 | |
Utilization of vendor advance previously written down | 15,100 | ||
Inventory purchase commitments | Loss on product purchase commitments | |||
Commitments and Contingencies | |||
Net loss on vendor purchase commitment | $ 6,900 | ||
Minimum | Inventory purchase commitments | |||
Commitments and Contingencies | |||
Minimum inventory purchase commitments | $ 56,500 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 04, 2023 | Jul. 28, 2022 | Dec. 31, 2022 | Mar. 14, 2023 | Dec. 31, 2021 | |
Class A Common Stock | |||||
Subsequent Events | |||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | |||
Common stock shares issued | 174,459,956 | 171,613,049 | |||
Class B Common Stock | |||||
Subsequent Events | |||||
Common stock, shares authorized | 27,000,000 | 27,000,000 | |||
Common stock shares issued | 26,426,937 | 26,426,937 | |||
Employee Severance | |||||
Subsequent Events | |||||
Reduction in force (as a percent) | 10% | ||||
Employee severance and benefits costs | $ 1,790 | ||||
Subsequent event | Class A Common Stock | |||||
Subsequent Events | |||||
Common stock shares issued | 164,862,472 | ||||
Subsequent event | Class A Common Stock | Maximum | |||||
Subsequent Events | |||||
Common stock, shares authorized | 600,000,000 | ||||
Subsequent event | Class A Common Stock | Minimum | |||||
Subsequent Events | |||||
Common stock, shares authorized | 200,000,000 | ||||
Subsequent event | Class B Common Stock | |||||
Subsequent Events | |||||
Common stock shares issued | 26,426,937 | ||||
Subsequent event | Class B Common Stock | Maximum | |||||
Subsequent Events | |||||
Common stock, shares authorized | 27,000,000 | ||||
Subsequent event | Class B Common Stock | Minimum | |||||
Subsequent Events | |||||
Common stock, shares authorized | 20,000,000 | ||||
Subsequent event | Employee Severance | |||||
Subsequent Events | |||||
Reduction in force (as a percent) | 25% | ||||
Employee severance and benefits costs | $ 5,000 |