Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 01, 2021 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Description | Amendment No. 1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-39292 | |
Entity Registrant Name | Butterfly Network, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4618156 | |
Entity Address, Address Line One | 530 Old Whitfield Street | |
Entity Address, City or Town | Guilford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06437 | |
City Area Code | 203 | |
Local Phone Number | 689-5650 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Shell Company | false | |
Entity Central Index Key | 0001804176 | |
Amendment Flag | true | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 Par Value Per Share | |
Trading Symbol | BFLY | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 164,867,472 | |
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | BFLY WS | |
Security Exchange Name | NYSE | |
Class B Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 26,426,937 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 18,850 | $ 60,206 |
Marketable securities | 526,441 | |
Accounts receivable, net | 5,237 | 5,752 |
Inventories | 36,128 | 25,805 |
Current portion of vendor advances | 9,170 | 2,571 |
Prepaid expenses and other current assets | 9,358 | 2,998 |
Total current assets | 605,184 | 97,332 |
Property and equipment, net | 7,254 | 6,870 |
Non-current portion of vendor advances | 32,535 | 37,390 |
Other non-current assets | 2,505 | 5,599 |
Total assets | 647,478 | 147,191 |
Current liabilities: | ||
Accounts payable | 5,268 | 16,400 |
Deferred revenue, current | 9,548 | 8,443 |
Accrued purchase commitments, current | 22,890 | 22,890 |
Accrued expenses and other current liabilities | 14,666 | 21,962 |
Total current liabilities | 52,372 | 69,695 |
Deferred revenue, non-current | 4,014 | 2,790 |
Convertible debt | 49,528 | |
Loan payable | 4,366 | |
Warrant liabilities | 133,214 | |
Accrued purchase commitments, non-current | 19,660 | 19,660 |
Other non-current liabilities | 2,055 | 2,146 |
Total liabilities | 211,315 | 148,185 |
Commitments and contingencies (Note 16) | ||
Convertible preferred stock: | ||
Convertible preferred stock (Series A, B, C and D) $.0001 par value with an aggregate liquidation preference of $0 and $383,829 at September 30, 2021 and December 31, 2020, respectively; 0 and 107,197,118 shares authorized, issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 360,937 | |
Stockholders' equity (deficit): | ||
Additional paid-in capital | 831,640 | 32,874 |
Accumulated deficit | (395,496) | (394,806) |
Total stockholders' equity (deficit) | 436,163 | (361,931) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 647,478 | 147,191 |
Class A Common Stock [Member] | ||
Stockholders' equity (deficit): | ||
Common stock | 16 | 1 |
Class B Common Stock [Member] | ||
Stockholders' equity (deficit): | ||
Common stock | $ 3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible preferred stock, shares authorized | 107,197,118 | |
Convertible preferred stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, liquidation preference | $ 0 | $ 383,829 |
Convertible preferred stock, shares authorized | 0 | 107,197,118 |
Convertible preferred stock, shares issued | 0 | 107,197,118 |
Convertible preferred stock, shares outstanding | 0 | 107,197,118 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 600,000,000 | 116,289,600 |
Common stock shares issued | 164,862,470 | 6,593,291 |
Common stock, shares outstanding | 164,862,470 | 6,593,291 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 27,000,000 | 26,946,089 |
Common stock shares issued | 26,426,939 | 0 |
Common stock, shares outstanding | 26,426,939 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Total revenue | $ 12,443 | $ 8,670 |
Cost of revenue: | ||
Total cost of revenue | 6,027 | 9,506 |
Gross profit | 6,416 | (836) |
Operating expenses: | ||
Research and development | 15,716 | 12,516 |
Sales and marketing | 9,808 | 5,915 |
General and administrative | 34,640 | 5,242 |
Total operating expenses | 60,164 | 23,673 |
Loss from operations | (53,748) | (24,509) |
Interest income | 239 | 199 |
Interest expense | (638) | (5) |
Change in fair value of warrant liabilities | 54,112 | 0 |
Other income (expense), net | (631) | (29) |
Loss before provision for income taxes | (666) | (24,344) |
Provision for income taxes | 24 | 10 |
Net loss and comprehensive loss | $ (690) | $ (24,354) |
Net loss per common share attributable to Class A and B common stockholders, basic and diluted | $ (0.01) | $ (4.07) |
Weighted-average shares used to compute net loss per share attributable to Class A and B common stockholders, basic and diluted | 105,916,706 | 5,979,232 |
Weighted-average common shares outstanding - basic | 105,916,706 | 5,979,232 |
Product | ||
Revenue: | ||
Total revenue | $ 9,595 | $ 7,209 |
Cost of revenue: | ||
Total cost of revenue | 5,648 | 9,262 |
Subscription | ||
Revenue: | ||
Total revenue | 2,848 | 1,461 |
Cost of revenue: | ||
Total cost of revenue | $ 379 | $ 244 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common StockClass A Common Stock [Member] | Common StockClass B Common Stock [Member] | Preferred StockConvertible preferred stock | Additional Paid-In Capital | Accumulated Deficit | Class A Common Stock [Member] | Class B Common Stock [Member] | 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 Mar. 31, 2020 | $ 360,937 | |||||||
Convertible Preferred Stock, Balance at end of the period (in shares) at Mar. 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 | (24,354) | (24,354) | ||||||
Common stock issued upon exercise of stock options | 154 | 154 | ||||||
Common stock issued upon exercise of stock options (in shares) | 73,515 | |||||||
Stock-based compensation expense | 2,697 | 2,697 | ||||||
Balance at end of the period at Mar. 31, 2020 | $ 1 | 22,633 | (256,415) | (233,782) | ||||
Balance at end of the period (in shares) at Mar. 31, 2020 | 6,013,465 | |||||||
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 | 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 | ||||||||
Conversion of convertible debt | 49,900 | |||||||
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 | 6,593,291 | 0 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Conversion of convertible preferred stock | $ (360,937) | |||||||
Conversion of convertible preferred stock (in shares) | (107,197,118) | |||||||
Net loss | (690) | (690) | ||||||
Common stock issued upon exercise of stock options | 6,313 | 6,313 | ||||||
Common stock issued upon exercise of stock options (in shares) | 3,155,050 | |||||||
Conversion of convertible preferred stock | $ 8 | $ 3 | 360,926 | 360,937 | ||||
Conversion of convertible preferred stock (in shares) | 80,770,178 | 26,426,939 | ||||||
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 | 20,330 | 20,330 | ||||||
Balance at end of the period at Mar. 31, 2021 | $ 16 | $ 3 | $ 831,640 | $ (395,496) | $ 436,163 | |||
Balance at end of the period (in shares) at Mar. 31, 2021 | 164,862,470 | 26,426,939 | 164,862,470 | 26,426,939 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (690) | $ (24,354) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 458 | 285 |
Non-cash interest expense on convertible debt | 389 | 0 |
Stock-based compensation expense | 20,298 | 2,683 |
Change in fair value of warrant liabilities | (54,112) | 0 |
Other | 397 | 244 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 585 | (229) |
Inventories | (10,324) | 528 |
Prepaid expenses and other assets | (6,114) | (1,495) |
Vendor advances | (1,744) | 1,302 |
Accounts payable | (11,000) | 1,487 |
Deferred revenue | 2,329 | 1,407 |
Accrued expenses and other liabilities | (3,899) | (1,528) |
Net cash used in operating activities | (63,427) | (19,670) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (691,908) | 0 |
Sales of marketable securities | 165,000 | 0 |
Purchases of property and equipment | (1,289) | (480) |
Net cash used in investing activities | (528,197) | (480) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 6,283 | 154 |
Net proceeds from equity infusion from the Business Combination | 548,403 | 0 |
Payment of loan payable | (4,366) | 0 |
Payments of debt issuance costs | (52) | 0 |
Net cash provided by financing activities | 550,268 | 154 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (41,356) | (19,996) |
Cash, cash equivalents and restricted cash, beginning of period | 60,206 | 90,002 |
Cash, cash equivalents and restricted cash, end of period | $ 18,850 | $ 70,006 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets | ||||
Cash and cash equivalents | $ 18,850 | $ 60,206 | ||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 18,850 | $ 60,206 | $ 70,006 | $ 90,002 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
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” or “Butterfly”) was incorporated in Delaware on February 4, 2020. The Company’s legal name became Butterfly Network, Inc. following the closing of the business combination discussed in Note 3 “Business Combination”. The prior period financial information represents the financial results and condition of BFLY Operations, Inc. The Company is an innovative digital health business whose mission is to democratize healthcare by making medical imaging accessible to everyone around the world. Butterfly’s solution uses a unique combination of software and hardware technology to address the needs of point-of-care imaging. The hardware platform works alongside cloud-based software to provide image interpretation, content storage and acquisition assistance to less-expert users worldwide. The Company’s cloud environment enables telemedicine. 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, 2021 | |
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 condensed consolidated financial statements include the accounts of 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”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019. All intercompany balances and transactions are eliminated upon consolidation. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, required on an annual reporting basis. Certain prior period amounts have been reclassified to conform to the current period presentation. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2021, or any other period. Except as described elsewhere in this Note 2 including under the heading “Recently Adopted Accounting Pronouncements” and Note 3 “Business Combination”, there have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements as of December 31, 2020 and 2019. COVID-19 Outbreak The outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain, including those that result from new information that may emerge concerning COVID-19, the actions taken to contain or treat COVID-19 and the economic impacts of COVID-19. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19, the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. The Company has not incurred any significant impairment losses in the carrying values of its assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise the estimates reflected in its condensed consolidated financial statements. 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. At March 31, 2021, substantially all of the Company’s marketable securities were invested in mutual funds with one financial institution. At December 31, 2020, substantially all of the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced 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 March 31, 2021 and December 31, 2020, no customer accounts for more than 10% of the Company’s accounts receivable. For the three months ended March 31, 2021 and 2020, no customer accounts for more than 10% of the total revenues. Segment Information The Company’s Chief Operating Decision Maker, its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable segment. 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 condensed consolidated financial statements. Use of Estimates The Company makes estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates, judgments and assumptions. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. Except with respect to estimates related to the warrant liabilities, there have been no material changes to the Company’s use of estimates as described in the audited consolidated financial statements as of December 31, 2020. Investments in Marketable Securities 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/(loss), net on the condensed 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/(loss), net on the condensed 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 condensed consolidated balance sheets. For the three months ended March 31, 2021, the Company recognized $0.3 million of unrealized losses that relate to equity securities still held as of March 31, 2021. Warrant Liability The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were issued as one Recent Accounting Pronouncements Adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract (Topic 350-40) Recent Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments adopted. The Company is in the process of evaluating the impact the adoption of this pronouncement will have on the Company’s consolidated financial statements and disclosures. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination | |
Business Combination | Note 3. Business Combination On February 12, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of November 19, 2020 (the “Business Combination Agreement”), by and among Longview, Clay Merger Sub, Inc., a Delaware corporation incorporated on November 12, 2020 (“Merger Sub”), and Butterfly Network, Inc., a Delaware corporation (“Legacy Butterfly”). Immediately upon the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”, and such completion, the “Closing”), Merger Sub merged with and into Legacy Butterfly, with Legacy Butterfly surviving the Business Combination as a wholly-owned subsidiary of Longview (the “Merger”). In connection with the Transactions, Longview changed its name to “Butterfly Network, Inc.” and Legacy Butterfly changed its name to “BFLY Operations, Inc.” The Merger is accounted for as a reverse recapitalization in accordance with U.S. GAAP primarily due to the fact that Legacy Butterfly stockholders continue to control the Company post the closing of the Business Combination. Reported shares and earnings per share available to holders of the Company’s capital stock and equity awards prior to the Business Combination have been retroactively restated reflecting the exchange ratio established in the Business Combination Pursuant to the Merger, at the Effective Time of the Merger (the “Effective Time”): ● each share of Legacy Butterfly capital stock (other than the Legacy Butterfly Series A preferred stock) that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive 1.0383 shares of the Company’s Class A common stock, rounded down to the nearest whole number of shares; ● each share of Legacy Butterfly Series A preferred stock that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive 1.0383 shares of the Company’s Class B common stock, rounded down to the nearest whole number of shares; ● each option to purchase shares of Legacy Butterfly common stock, whether vested or unvested, that was outstanding and unexercised as of immediately prior to the Effective Time was assumed by the Company and became an option (vested or unvested, as applicable) to purchase a number of shares of the Company’s Class A common stock equal to the number of shares of Legacy Butterfly common stock subject to such option immediately prior to the Effective Time multiplied by 1.0383, rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by 1.0383 and rounded up to the nearest whole cent; ● each Legacy Butterfly restricted stock unit outstanding immediately prior to the Effective Time was assumed by the Company and became a restricted stock unit with respect to a number of shares of the Company’s Class A common stock, rounded to the nearest whole share, equal to the number of shares of Legacy Butterfly common stock subject to such Legacy Butterfly restricted stock unit immediately prior to the Effective Time multiplied by 1.0383 ; and ● the principal amount plus accrued but unpaid interest, if any, on the Legacy Butterfly convertible notes outstanding as of immediately prior to the Effective Time was automatically canceled and converted into the right to receive shares of the Company’s Class A common stock, with such shares of the Company’s Class A common stock calculated by dividing the outstanding principal plus accrued interest, if any, of each Legacy Butterfly convertible note by $10.00 , rounded down to the nearest whole number of shares. In addition, on February 12, 2021, Longview filed the Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective simultaneously with the Effective Time. As a consequence of filing the Restated Certificate, the Company adopted a dual class structure, comprised of the Company’s Class A common stock, which is entitled to one vote per share, and the Company’s Class B common stock, which is entitled to 20 votes per share. The Company’s Class B common stock is subject to a “sunset” provision if Jonathan M. Rothberg, Ph.D., the founder of Legacy Butterfly and Chairman of the Company (“Dr. Rothberg”), and other permitted holders of the Company’s Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of the Company’s Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Company’s Class B common stock) collectively held by Dr. Rothberg and permitted transferees of the Company’s Class B common stock as of the Effective Time. In addition, concurrently with the execution of the Business Combination Agreement, on November 19, 2020, Longview entered into subscription agreements (the “Subscription Agreements”) with certain institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, immediately prior to the Closing, an aggregate of 17,500,000 shares of Longview Class A common stock at a purchase price of $10.00 per share (the “PIPE Financing”). The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing was approximately 164,862,470, comprising: ● 95,633,659 shares of the Company’s Class A common stock issued to Legacy Butterfly stockholders (other than certain holders of Legacy Butterfly Series A preferred stock) and holders of Legacy Butterfly convertible notes in the Merger; ● 17,500,000 shares of the Company’s Class A common stock issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Financing; ● 10,350,000 shares of the Company’s Class A common stock issued to holders of shares of Longview Class B common stock outstanding at the Effective Time; and ● 41,378,811 shares of the Company’s Class A common stock issued to holders of Longview Class A commons stock outstanding at the Effective Time. The total number of shares of the Company’s Class B common stock issued at the Closing was approximately 26,426,939. Immediately following the Closing, Dr. Rothberg held approximately 76.2% of the combined voting power of the Company. Accordingly, Dr. Rothberg and his permitted transferees control the Company and the Company is a controlled company within the meaning of the corporate governance standards of the New York Stock Exchange (the “NYSE”). The most significant change in the post-combination Company’s reported financial position and results was an increase in cash of $ |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition | |
Revenue Recognition | Note 4. 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 their revenue streams. The following table summarizes the Company’s disaggregated revenues (in thousands) for the three months ended March 31, 2021 and 2020: Pattern of Three months ended March 31, Recognition 2021 2020 By Product Type: Devices and accessories Point-in-time $ 9,595 $ 7,209 Subscription services and other services Over time 2,848 1,461 Total revenue $ 12,443 $ 8,670 By Geographical Market: United States $ 8,896 $ 6,352 International 3,547 2,318 Total revenue $ 12,443 $ 8,670 Contract Balances Contract balances represent amounts presented in the consolidated balance sheets when either the Company has transferred goods or services to the customer, or the customer has paid consideration to the Company under the contract. These contract balances include trade accounts receivable and deferred revenue. Deferred revenue represents cash consideration received from customers for services that are transferred to the customer over the respective subscription period. The accounts receivable balances represent amounts billed to customers for goods and services where the Company has an unconditional right to payment of the amount billed. The following table provides information about receivables and deferred revenue from contracts with customers (in thousands): March 31, December 31, 2021 2020 Accounts receivable, net $ 5,237 $ 5,752 Deferred revenue, current 9,548 8,443 Deferred revenue, non-current 4,014 2,790 The Company recognizes a receivable when it has an unconditional right to payment, and payment terms are typically 30 days for all product and service sales. The allowance for doubtful accounts was $0.4 million and $0.6 million as March 31, 2021 and December 31, 2020, respectively. The amount of revenue recognized during the three months ended March 31, 2021 and 2020 that was included in the deferred revenue balance at the beginning of the period was $3.3 million and $0.9 million, respectively. The Company incurs incremental costs of obtaining contracts and costs of fulfilling contracts with customers. The amount of costs capitalized during the three months ended March 31, 2021 and 2020 was not significant. Transaction Price Allocated to Remaining Performance Obligations On March 31, 2021, the Company had $17.7 million of remaining performance obligations. The Company expects to recognize 61% of its remaining performance obligations as revenue in the next |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 5. Fair Value of Financial Instruments Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: ● Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. ● Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates their fair values due to the short-term or on demand nature of these instruments. There were no transfers between fair value measurement levels during the periods ended March 31, 2021 and December 31, 2020. 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 March 31, 2021: Marketable securities: Mutual funds $ 526,441 $ 526,441 $ — $ — Total assets at fair value on a recurring basis $ 526,441 $ 526,441 $ — $ — Warrants: Public Warrants $ 89,010 $ 89,010 $ — $ — Private Warrants 44,204 — 44,204 — Total liabilities at fair value on a recurring basis $ 133,214 $ 89,010 $ 44,204 $ — The Company did not have any assets or liabilities similar to those above requiring fair value measurement at December 31, 2020. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventories | |
Inventories | Note 6. Inventories A summary of inventories is as follows at March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Raw materials $ 19,805 7,688 Work-in-progress 1,058 865 Finished goods 15,265 17,252 Total inventories $ 36,128 $ 25,805 Work-in-progress represents inventory items in intermediate stages of production by third party manufacturers. For the three months ended March 31, 2021 and 2020, net realizable value inventory adjustments and excess and obsolete inventory charges were not significant and were recognized in product cost of revenues. |
Non-Current Assets
Non-Current Assets | 3 Months Ended |
Mar. 31, 2021 | |
Non-Current Assets | |
Non-Current Assets | Note 7. Non-Current Assets The Company’s property and equipment, net includes $3.9 million and $3.4 million of accumulated depreciation at March 31, 2021 and December 31, 2020, respectively. Other non-current assets consist of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Security deposits $ 1,883 $ 1,888 Deferred offering costs — 3,711 Other long-term assets 622 — Total other non-current assets $ 2,505 $ 5,599 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Employee compensation $ 4,651 $ 5,968 Customer deposits 904 1,177 Accrued warranty liability 418 646 Non-income tax 3,605 3,695 Professional fees 2,458 5,432 Vendor settlements — 2,975 Other 2,630 2,069 Total other current liabilities $ 14,666 $ 21,962 Warranty expense activity for the three months ended March 31, 2021 and 2020 is as follows (in thousands): Three months ended March 31, 2021 2020 Balance, beginning of period $ 1,826 $ 876 Warranty provision charged to operations (392) 723 Warranty claims (248) (500) Balance, end of period $ 1,186 $ 1,099 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 condensed consolidated balance sheet. |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Preferred Stock. | |
Convertible Preferred Stock | Note 9. Convertible Preferred Stock The Company has issued four series of Convertible Preferred Stock, Series A through Series D. The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of immediately prior to the Business Combination and December 31, 2020 (in thousands, except share and per share information): Issuance Shares Total Initial Price Authorized, Proceeds or Net Liquidation Year of per Issued and Exchange Issuance Carrying Price per Class Issuance share Outstanding Value Costs Value share Series A 2012 $ 0.04 26,946,090 $ 1,038 $ 11 $ 1,027 $ 0.77 Series B 2014 0.77 25,957,500 20,000 99 19,901 0.77 Series C 2014 – 2015 3.21 29,018,455 93,067 246 92,821 3.21 Series D 2018 9.89 25,275,073 250,000 2,812 247,188 9.89 107,197,118 Prior to the completion of the Business Combination there were no significant changes to the terms of the Convertible Preferred Stock. Upon the Closing of the Business Combination, the Convertible Preferred stock converted into Class A and Class B common stock based on the Business Combination’s conversion ratio of 1.0383 of the Company |
Equity Incentive Plans
Equity Incentive Plans | 3 Months Ended |
Mar. 31, 2021 | |
Equity Incentive Plans | |
Equity Incentive Plans | Note 10. Equity Incentive Plans The Company’s 2012 Employee, Director and Consultant Equity Incentive Plan (the “2012 Plan”) was adopted by its Board of Directors and stockholders in March 2012. The Butterfly Network, Inc. Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”) was approved by the Board of Directors in the fourth quarter of 2020 and by the stockholders in the first quarter of 2021. The Company granted to members of the Company’s board of directors 0.1 million restricted stock units during the three months ended March 31, 2021. In connection with the closing of the Business Combination, the Company adjusted the equity awards as described in Note 3 “Business Combination.” The adjustments to the award did not result in incremental expense as the equitable adjustments were made pursuant to a preexisting nondiscretionary antidilution provision in the 2012 Plan, and the fair-value, vesting conditions, and classification are the same immediately before and after the modification. Stock option activity On January 23, 2021, the former Chief Executive Officer and member of the Board of Directors resigned from his position as Chief Executive Officer. Pursuant to the separation agreement between the former Chief Executive Officer and the Company, the former officer received equity-based compensation. The equity compensation includes the acceleration of vesting of the officer’s service based options. The acceleration of 1.6 million options was pursuant to the original option award agreement. The Company recognized $2.6 million of expense related to the acceleration of this option award during the three months ended March 31, 2021. During the three months ended March 31, 2021 the Company granted option awards to purchase 1.6 million shares of the Company’s Class A common stock. Each award will vest based on continued service which is generally over 4 years. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The grant date fair value was determined using similar methods and assumptions as those previously disclosed by the Company. Restricted stock unit activity In January 2021, the Company granted 1 million restricted stock units to certain employees. In 2020, the Company granted 1.9 million restricted stock units to certain employees and consultants, including a grant of 1 million restricted stock units to the Chairman of the Board and significant shareholder of Butterfly. The awards are subject to certain service conditions and performance conditions. The service condition for these awards is satisfied by providing service to the Company based on the defined service period per the award agreement. The performance-based condition is satisfied upon the occurrence of a business combination event as defined in the award agreement. The achievement of the performance condition was deemed satisfied for the period ended March 31, 2021, as the completion of the Business Combination occurred. The fair value of restricted stock units was estimated on the date of grant based on the fair value of the Company’s Class A common stock. Using the accelerated attribution method, the Company recognized stock-based compensation expense of $14.4 million for the three months ended of March 31, 2021. For each award, the Company recognizes the expense over the requisite service period as defined in the award agreement. During the three months ended March 31, 2021the Company recognized the full grant date fair of the award for the Chairman of the Board and one other select consultant as service to the Company was no longer required. For the remaining awards service is still required to continue to vest per the award agreements. Excluding the performance-based restricted stock units, during the three months ended March 31, 2021 the Company granted restricted stock unit awards to receive 0.5 million shares of the Company’s Class A common stock. Each award will vest based on continued service which is generally over 4 years. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of restricted stock units was estimated on the date of grant based on the fair value of the Company’s Class A common stock. The Company’s total stock-based compensation expense for all stock option and restricted stock unit awards for the periods presented was as follows (in thousands): Three months ended March 31, 2021 2020 Cost of revenue – subscription $ — $ 5 Research and development 1,391 1,259 Sales and marketing 1,674 533 General and administrative 17,233 886 Total stock-based compensation expense $ 20,298 $ 2,683 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Net Loss Per Share | |
Net Loss Per Share | Note 11. Net Loss Per Share We compute net income 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 common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including 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 common stock of the Company outstanding would have been anti-dilutive. Since the Company was in a net loss position for all periods presented, basic EPS calculation excludes preferred stock as it does not participate in net losses of the Company. As the Company uses the two-class method required for companies with multiple classes of the common stock, the following table presents the calculation of basic and diluted net loss per share for each class the Company’s common stock (in thousands, except share and per share amounts): Three months ended March 31, 2021 Total Class A Class B Common Stock Numerator: Allocation of undistributed earnings $ (598) $ (92) $ (690) Numerator for basic and dilutive EPS – loss available to common stockholders $ (598) $ (92) $ (690) Denominator: Weighted-average common shares outstanding 91,822,338 14,094,368 105,916,706 Denominator for basic and dilutive EPS – weighted-average common stock 91,822,338 14,094,368 105,916,706 Basic and dilutive loss per share $ (0.01) $ (0.01) $ (0.01) Three months ended March 31, 2020 Total Class A Class B Common Stock Numerator: Allocation of undistributed earnings $ (24,354) $ — $ (24,354) Numerator for basic and dilutive EPS – loss available to common stockholders $ (24,354) $ — $ (24,354) Denominator: Weighted-average common shares outstanding 5,979,232 — 5,979,232 Denominator for basic and dilutive EPS – weighted-average common stock 5,979,232 — 5,979,232 Basic and dilutive loss per share $ (4.07) $ — $ (4.07) For the periods presented above, the net income 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 Certificate of Incorporation. The undistributed earnings for each year are allocated based on the contractual participation rights of the Class A and Class B common shares 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. Anti-dilutive common equivalent shares were as follows: Three months ended March 31, 2021 2020 Outstanding options to purchase common stock 21,979,733 18,248,540 Outstanding restricted stock units 3,442,557 — Outstanding warrants 20,653,333 — Outstanding convertible preferred stock (Series A through D) — 107,197,118 Total anti-dilutive common equivalent shares 46,075,623 125,445,658 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 12. Related Party Transactions Prior to the Closing of the Business Combination, there were no significant changes in the nature of the Company’s related party transactions since December 31, 2020. Pursuant to a First Addendum dated November 19, 2020 to the Amended and Restated Technology Services Agreement dated November 11, 2020 by and between the Company, 4Catalyzer Corporation (“4Catalyzer”), and other participant companies controlled by Dr. Rothberg (the “ARTSA”), Butterfly terminated its participation under the ARTSA immediately prior to the Effective Time of the Business Combination. A summary of related-party transactions and balances with 4Catalyzer are as follows (in thousands): Three months ended March 31, 2021 2020 Total incurred for operating expenses $ 433 $ 1,602 March 31, December 31, 2021 2020 Due from related parties $ — $ 38 Due to related parties 50 154 |
Loan Payable
Loan Payable | 3 Months Ended |
Mar. 31, 2021 | |
Loan Payable | |
Loan Payable | Note 13. Loan Payable In May 2020, the Company received loan proceeds of $4.4 million under the Paycheck Protection Program (“PPP”). The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The Company accounted for the loan as debt. Following the Closing of the Business Combination discussed in Note 3 “Business Combination”, the Company repaid the loan in full in February 2021. The Company recognized an insignificant amount of interest expense in the condensed consolidated statement of operations and comprehensive loss related to the loan. |
Convertible Debt
Convertible Debt | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Debt. | |
Convertible Debt | Note 14. Convertible Debt In the year ended December 31, 2020, the Company issued convertible debt for total gross proceeds of $50.0 million. Pursuant to the terms of the debt, at the Effective Time of the Merger discussed in Note 3 “Business Combination”, the convertible debt was automatically cancelled and converted into the right to receive shares of the Company’s Class A common stock. The debt was converted with $49.9 million, the net carrying value of the debt as of the close of the Business Combination, in stockholders’ equity with a corresponding decrease to the convertible debt for the principal, accrued interest and unamortized debt issuance costs in the condensed consolidated statement of operations and comprehensive loss. The Company recorded interest expense and amortization expense for the issuance costs of $0.4 million for the three months ended March 31, 2021. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants | |
Warrants | Note 15. Warrants Public Warrants The Company issued Public Warrants and Private Warrants in connection with its IPO. As of March 31, 2021, there were an aggregate of 13,800,000 outstanding Public Warrants, which entitle the holder to acquire Class A common stock. 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, Butterfly 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 as described below) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date Butterfly 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 Butterfly 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 his, her or its Public Warrants prior to the scheduled redemption date. If the Company calls the Public Warrants for redemption for $0.01 as described above, the Company’s Board of Directors 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 Company’s Board of Directors 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, Butterfly 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; ● 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 his, her or its 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 March 31, 2021, there were 6,853,333 Private Warrants outstanding. 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 were 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 Butterfly’s redemption option at the price of $0.01 per warrant. The Private Warrants are subject to Butterfly’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 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 a gain of $54.1 million due as a change in fair value of warrant liabilities in the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2021. There were no exercises or redemptions of the Public Warrants or Private Warrants during the period ended March 31. 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 16. Commitments and Contingencies Commitments Operating leases: The Company leases office space under operating leases. Minimum rental payments under operating leases are recognized on a straight-line basis over the term of the lease. Rent expense under the operating lease was $0.6 million and $0.5 million in the three months ended March 31, 2021 and 2020, respectively. The following is a schedule of future minimum rental payments under non-cancelable operating leases with initial terms in excess of one year (in thousands): Years ending December 31: Remainder of 2021 $ 873 2022 2,043 2023 1,934 2024 1,904 2025 1,987 Thereafter 7,354 Total future minimum rental payments $ 16,095 Purchase commitments: The Company enters into inventory purchase commitments with third-party manufacturers in the ordinary course of business. These commitments are generally non-cancellable and are based on sales forecasts. These agreements range from one the Company to renegotiate the commitment. The aggregate amount of minimum inventory purchase commitments as of March 31, 2021 was $156.1 million. During 2019, the Company entered into an agreement with a certain third party manufacturing vendor. In November 2020, the Company and the vendor amended the 2019 inventory supply arrangement. The amended agreement included provisions to increase the aggregate purchase commitments to $169.3 million and extend the time frame of the agreement to December 2022. The provisions of the agreement also allow the Company, once the defined cumulative purchase threshold per the agreement is reached, to pay for a portion of the subsequent inventory purchases using the vendor advance. The Company applied the guidance in Topic 330, Inventory As of March 31, 2021, the Company has a prepaid advance of $36.4 million, net of write-downs and an accrual of $42.6 million related to the agreement. The portion of the balances that is expected to be utilized in the next 12 months is included in current assets and current liabilities in the accompanying condensed consolidated balance sheets. Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the periods ended March 31, 2020 and December 31, 2020. Contingencies The Company is involved in litigation and legal matters from time to time, 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 sheet, statements of operations and comprehensive loss, or statements of cash flows. On December 14, 2020, Nidhish Nair, a purported stockholder of Longview, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Nair v. Longview Acquisition Corp., against Longview and the members of its board directors (the “Nair Complaint”). On December 16, 2020, Eric Lau, a purported stockholder of Longview, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Lau v. Longview Acquisition Corp., against Longview, the members of its board of directors, and Legacy Butterfly (the “Lau Complaint”). The Nair Complaint and the Lau Complaint, which are referred to collectively as the Complaints, asserted a breach of fiduciary duty claim against the individual defendants and an aiding and abetting claim against Longview in connection with the Business Combination between Longview and Legacy Butterfly. The Lau Complaint also asserted an aiding and abetting claim against Legacy Butterfly. The Complaints alleged, among other things, that (i) defendants engaged in an unfair sales process and agreed to inadequate consideration in connection with the Business Combination, and (ii) that the Registration Statement on Form S-4 filed with the SEC on November 27, 2020 in connection with the Business Combination was materially misleading. The Complaints sought, among other things, to enjoin the Business Combination, rescind the transaction or award rescissory damages to the extent it is consummated, and an award of attorneys’ fees and expenses. The Nair Complaint was voluntarily dismissed on February 21, 2021, and the Lau Complaint was voluntarily dismissed on March 2, 2021. The parties currently are in negotiation regarding a potential attorney fee award. The Company enters into 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 claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s condensed consolidated statements of operations and comprehensive loss in connection with the indemnification provisions have not been material. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of 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”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019. All intercompany balances and transactions are eliminated upon consolidation. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, required on an annual reporting basis. Certain prior period amounts have been reclassified to conform to the current period presentation. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2021, or any other period. Except as described elsewhere in this Note 2 including under the heading “Recently Adopted Accounting Pronouncements” and Note 3 “Business Combination”, there have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements as of December 31, 2020 and 2019. |
COVID-19 Outbreak | COVID-19 Outbreak The outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain, including those that result from new information that may emerge concerning COVID-19, the actions taken to contain or treat COVID-19 and the economic impacts of COVID-19. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19, the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. The Company has not incurred any significant impairment losses in the carrying values of its assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise the estimates reflected in its condensed consolidated financial statements. |
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. At March 31, 2021, substantially all of the Company’s marketable securities were invested in mutual funds with one financial institution. At December 31, 2020, substantially all of the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced 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 March 31, 2021 and December 31, 2020, no customer accounts for more than 10% of the Company’s accounts receivable. For the three months ended March 31, 2021 and 2020, no customer accounts for more than 10% of the total revenues. |
Segment Information | Segment Information The Company’s Chief Operating Decision Maker, its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable segment. 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 condensed consolidated financial statements. |
Use of Estimates | Use of Estimates The Company makes estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates, judgments and assumptions. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. Except with respect to estimates related to the warrant liabilities, there have been no material changes to the Company’s use of estimates as described in the audited consolidated financial statements as of December 31, 2020. |
Investments in Marketable Securities | Investments in Marketable Securities 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/(loss), net on the condensed 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/(loss), net on the condensed 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 condensed consolidated balance sheets. For the three months ended March 31, 2021, the Company recognized $0.3 million of unrealized losses that relate to equity securities still held as of March 31, 2021. |
Warrant Liability | Warrant Liability The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were issued as one |
Recent Accounting Pronouncements Adopted and Issued but Not Yet Adopted | Recent Accounting Pronouncements Adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract (Topic 350-40) Recent Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments adopted. The Company is in the process of evaluating the impact the adoption of this pronouncement will have on the Company’s consolidated financial statements and disclosures. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition | |
Schedule of disaggregated revenue | Pattern of Three months ended March 31, Recognition 2021 2020 By Product Type: Devices and accessories Point-in-time $ 9,595 $ 7,209 Subscription services and other services Over time 2,848 1,461 Total revenue $ 12,443 $ 8,670 By Geographical Market: United States $ 8,896 $ 6,352 International 3,547 2,318 Total revenue $ 12,443 $ 8,670 |
Schedule of receivables and deferred revenue from contracts with customers | The following table provides information about receivables and deferred revenue from contracts with customers (in thousands): March 31, December 31, 2021 2020 Accounts receivable, net $ 5,237 $ 5,752 Deferred revenue, current 9,548 8,443 Deferred revenue, non-current 4,014 2,790 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value of Financial Instruments | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Fair Value Measurement Level Total Level 1 Level 2 Level 3 March 31, 2021: Marketable securities: Mutual funds $ 526,441 $ 526,441 $ — $ — Total assets at fair value on a recurring basis $ 526,441 $ 526,441 $ — $ — Warrants: Public Warrants $ 89,010 $ 89,010 $ — $ — Private Warrants 44,204 — 44,204 — Total liabilities at fair value on a recurring basis $ 133,214 $ 89,010 $ 44,204 $ — |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventories | |
Summary of inventories | A summary of inventories is as follows at March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Raw materials $ 19,805 7,688 Work-in-progress 1,058 865 Finished goods 15,265 17,252 Total inventories $ 36,128 $ 25,805 |
Non-Current Assets (Tables)
Non-Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Non-Current Assets | |
Schedule of other non-current assets | Other non-current assets consist of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Security deposits $ 1,883 $ 1,888 Deferred offering costs — 3,711 Other long-term assets 622 — Total other non-current assets $ 2,505 $ 5,599 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Employee compensation $ 4,651 $ 5,968 Customer deposits 904 1,177 Accrued warranty liability 418 646 Non-income tax 3,605 3,695 Professional fees 2,458 5,432 Vendor settlements — 2,975 Other 2,630 2,069 Total other current liabilities $ 14,666 $ 21,962 |
Schedule of warranty expense activity | Warranty expense activity for the three months ended March 31, 2021 and 2020 is as follows (in thousands): Three months ended March 31, 2021 2020 Balance, beginning of period $ 1,826 $ 876 Warranty provision charged to operations (392) 723 Warranty claims (248) (500) Balance, end of period $ 1,186 $ 1,099 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Preferred Stock. | |
Schedule of authorized, issued and outstanding Convertible Preferred Stock | Issuance Shares Total Initial Price Authorized, Proceeds or Net Liquidation Year of per Issued and Exchange Issuance Carrying Price per Class Issuance share Outstanding Value Costs Value share Series A 2012 $ 0.04 26,946,090 $ 1,038 $ 11 $ 1,027 $ 0.77 Series B 2014 0.77 25,957,500 20,000 99 19,901 0.77 Series C 2014 – 2015 3.21 29,018,455 93,067 246 92,821 3.21 Series D 2018 9.89 25,275,073 250,000 2,812 247,188 9.89 107,197,118 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity Incentive Plans | |
Schedule of stock-based compensation expense | The Company’s total stock-based compensation expense for all stock option and restricted stock unit awards for the periods presented was as follows (in thousands): Three months ended March 31, 2021 2020 Cost of revenue – subscription $ — $ 5 Research and development 1,391 1,259 Sales and marketing 1,674 533 General and administrative 17,233 886 Total stock-based compensation expense $ 20,298 $ 2,683 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Net Loss Per Share | |
Schedule of calculation of basic and diluted net loss per share | As the Company uses the two-class method required for companies with multiple classes of the common stock, the following table presents the calculation of basic and diluted net loss per share for each class the Company’s common stock (in thousands, except share and per share amounts): Three months ended March 31, 2021 Total Class A Class B Common Stock Numerator: Allocation of undistributed earnings $ (598) $ (92) $ (690) Numerator for basic and dilutive EPS – loss available to common stockholders $ (598) $ (92) $ (690) Denominator: Weighted-average common shares outstanding 91,822,338 14,094,368 105,916,706 Denominator for basic and dilutive EPS – weighted-average common stock 91,822,338 14,094,368 105,916,706 Basic and dilutive loss per share $ (0.01) $ (0.01) $ (0.01) Three months ended March 31, 2020 Total Class A Class B Common Stock Numerator: Allocation of undistributed earnings $ (24,354) $ — $ (24,354) Numerator for basic and dilutive EPS – loss available to common stockholders $ (24,354) $ — $ (24,354) Denominator: Weighted-average common shares outstanding 5,979,232 — 5,979,232 Denominator for basic and dilutive EPS – weighted-average common stock 5,979,232 — 5,979,232 Basic and dilutive loss per share $ (4.07) $ — $ (4.07) |
Schedule of anti-dilutive common equivalent shares | Three months ended March 31, 2021 2020 Outstanding options to purchase common stock 21,979,733 18,248,540 Outstanding restricted stock units 3,442,557 — Outstanding warrants 20,653,333 — Outstanding convertible preferred stock (Series A through D) — 107,197,118 Total anti-dilutive common equivalent shares 46,075,623 125,445,658 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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): Three months ended March 31, 2021 2020 Total incurred for operating expenses $ 433 $ 1,602 March 31, December 31, 2021 2020 Due from related parties $ — $ 38 Due to related parties 50 154 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies. | |
Schedule of future minimum rental payments under non-cancelable operating leases | The following is a schedule of future minimum rental payments under non-cancelable operating leases with initial terms in excess of one year (in thousands): Years ending December 31: Remainder of 2021 $ 873 2022 2,043 2023 1,934 2024 1,904 2025 1,987 Thereafter 7,354 Total future minimum rental payments $ 16,095 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk - customer | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounts receivable | ||
Number of customers | 0 | 0 |
Revenues | ||
Number of customers | 0 | 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional information (Details) $ in Millions | May 26, 2020 | Mar. 31, 2021USD ($)segment |
Summary of Significant Accounting Policies | ||
Number of operating segments | segment | 1 | |
Unrealized losses | $ | $ (0.3) | |
Value of public warrants per warrant issued during IPO (as a percent) | 33.00% |
Business Combination (Details)
Business Combination (Details) $ / shares in Units, $ in Millions | Feb. 12, 2021USD ($)Vote$ / sharesshares | Nov. 19, 2020$ / sharesshares |
Business Combination | ||
Conversion ratio to receive shares upon merger | 1.0383 | |
Increase in cash | $ | $ 589.5 | |
Transaction costs | $ | 11.4 | |
Significant liabilities incurred and paid off, excluding warrant liabilities | $ | 30.9 | |
Amount of liabilities assumed | $ | 186.5 | |
Warrant liabilities | $ | 187.3 | |
Additional proceeds | $ | $ 0.6 | |
Class A Common Stock [Member] | ||
Business Combination | ||
Conversion price | $ / shares | $ 10 | |
Number of votes | Vote | 1 | |
Shares outstanding prior to business combination | 164,862,470 | |
Class B Common Stock [Member] | ||
Business Combination | ||
Number of votes | Vote | 20 | |
Percentage of shares cease to own upon recapitalization | 20.00% | |
Shares issued upon closing of business combination | 26,426,939 | |
Dr. Rothberg | Class B Common Stock [Member] | ||
Business Combination | ||
Voting interests after the Closing (as a percent) | 76.20% | |
Legacy Butterfly Stockholders | Class A Common Stock [Member] | ||
Business Combination | ||
Shares outstanding prior to business combination | 95,633,659 | |
Longview Class A Stockholders | Class A Common Stock [Member] | ||
Business Combination | ||
Shares outstanding prior to business combination | 41,378,811 | |
Legacy Longview Acquisition Corp | Longview Class B Stockholders | Class A Common Stock [Member] | ||
Business Combination | ||
Shares outstanding prior to business combination | 10,350,000 | |
Legacy Butterfly Network Inc | Class A Common Stock [Member] | ||
Business Combination | ||
Conversion ratio to receive shares upon merger | 1.0383 | |
Legacy Butterfly Network Inc | Class B Common Stock [Member] | ||
Business Combination | ||
Conversion ratio to receive shares upon merger | 1.0383 | |
Restricted stock units | ||
Business Combination | ||
Conversion ratio to receive shares upon merger | 1.0383 | |
Stock options | ||
Business Combination | ||
Conversion ratio to receive shares upon merger | 1.0383 | |
Conversion ratio to receive shares upon exercise of option | 1.0383 | |
PIPE Investment | Class A Common Stock [Member] | ||
Business Combination | ||
Share price (in dollars per share) | $ / shares | $ 10 | |
Shares outstanding prior to business combination | 17,500,000 | |
Subscription agreement, shares issued to PIPE investors | 17,500,000 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue Recognition | ||
Total revenue | $ 12,443 | $ 8,670 |
United States | ||
Revenue Recognition | ||
Total revenue | 8,896 | 6,352 |
International | ||
Revenue Recognition | ||
Total revenue | 3,547 | 2,318 |
Product | ||
Revenue Recognition | ||
Total revenue | 9,595 | 7,209 |
Subscription | ||
Revenue Recognition | ||
Total revenue | $ 2,848 | $ 1,461 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition | ||
Accounts receivable, net | $ 5,237 | $ 5,752 |
Deferred revenue, current | 9,548 | 8,443 |
Deferred revenue, non-current | 4,014 | 2,790 |
Allowance for doubtful accounts | $ 400 | $ 600 |
Payment terms | 30 days |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue Recognition | ||
Amount of revenue recognized | $ 3.3 | $ 0.9 |
Remaining performance obligations | $ 17.7 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | ||
Revenue Recognition | ||
Percentage of remaining performance obligations as revenue | 61.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | ||
Revenue Recognition | ||
Percentage of remaining performance obligations as revenue | 39.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Fair Value, Recurring $ in Thousands | Mar. 31, 2021USD ($) |
Assets, Fair Value Disclosure [Abstract] | |
Total assets at fair value on a recurring basis | $ 526,441 |
Liabilities, Fair Value Disclosure [Abstract] | |
Total liabilities at fair value on a recurring basis | 133,214 |
Public Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrants | 89,010 |
Private Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrants | 44,204 |
Mutual funds | |
Assets, Fair Value Disclosure [Abstract] | |
Mutual funds | 526,441 |
Level 1 [Member] | |
Assets, Fair Value Disclosure [Abstract] | |
Total assets at fair value on a recurring basis | 526,441 |
Liabilities, Fair Value Disclosure [Abstract] | |
Total liabilities at fair value on a recurring basis | 89,010 |
Level 1 [Member] | Public Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrants | 89,010 |
Level 1 [Member] | Mutual funds | |
Assets, Fair Value Disclosure [Abstract] | |
Mutual funds | 526,441 |
Level 2 | |
Liabilities, Fair Value Disclosure [Abstract] | |
Total liabilities at fair value on a recurring basis | 44,204 |
Level 2 | Private Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrants | $ 44,204 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventories | ||
Raw materials | $ 19,805 | $ 7,688 |
Work-in-progress | 1,058 | 865 |
Finished goods | 15,265 | 17,252 |
Total inventories | $ 36,128 | $ 25,805 |
Non-Current Assets - Property a
Non-Current Assets - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Non-Current Assets | ||
Less: accumulated depreciation and amortization | $ (3,900) | $ (3,400) |
Property and equipment, net | $ 7,254 | $ 6,870 |
Non-Current Assets - Other Non-
Non-Current Assets - Other Non-Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Non-Current Assets | ||
Security deposits | $ 1,883 | $ 1,888 |
Deferred offering costs | 3,711 | |
Other long term assets | 622 | |
Total other non-current assets | $ 2,505 | $ 5,599 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities | ||
Employee compensation | $ 4,651 | $ 5,968 |
Customer deposits | 904 | 1,177 |
Accrued warranty liability | 418 | 646 |
Non-income tax | 3,605 | 3,695 |
Professional fees | 2,458 | 5,432 |
Vendor settlements | 2,975 | |
Other | 2,630 | 2,069 |
Total accrued expenses and other current liabilities | $ 14,666 | $ 21,962 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Warranty expense activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accrued Expenses and Other Current Liabilities | ||
Balance, beginning of period | $ 1,826 | $ 876 |
Warranty provision charged to operations | (392) | 723 |
Warranty claims | (248) | (500) |
Balance, end of period | $ 1,186 | $ 1,099 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Authorized, issued and outstanding Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021itemshares | |
Convertible Preferred Stock | ||
Number of series | item | 4 | |
Shares Authorized, Issued and Outstanding | shares | 107,197,118 | |
Convertible preferred stock | ||
Convertible Preferred Stock | ||
Shares Authorized, Issued and Outstanding | shares | 107,197,118 | 0 |
Series A convertible preferred stock | ||
Convertible Preferred Stock | ||
Issuance Price per share | $ / shares | $ 0.04 | |
Shares Authorized, Issued and Outstanding | shares | 26,946,090 | |
Total Proceeds or Exchange Value | $ 1,038 | |
Issuance Costs | 11 | |
Net Carrying Value | $ 1,027 | |
Initial Liquidation Price per share | $ / shares | $ 0.77 | |
Series B convertible preferred stock | ||
Convertible Preferred Stock | ||
Issuance Price per share | $ / shares | $ 0.77 | |
Shares Authorized, Issued and Outstanding | shares | 25,957,500 | |
Total Proceeds or Exchange Value | $ 20,000 | |
Issuance Costs | 99 | |
Net Carrying Value | $ 19,901 | |
Initial Liquidation Price per share | $ / shares | $ 0.77 | |
Series C convertible preferred stock | ||
Convertible Preferred Stock | ||
Issuance Price per share | $ / shares | $ 3.21 | |
Shares Authorized, Issued and Outstanding | shares | 29,018,455 | |
Total Proceeds or Exchange Value | $ 93,067 | |
Issuance Costs | 246 | |
Net Carrying Value | $ 92,821 | |
Initial Liquidation Price per share | $ / shares | $ 3.21 | |
Series D convertible preferred stock | ||
Convertible Preferred Stock | ||
Issuance Price per share | $ / shares | $ 9.89 | |
Shares Authorized, Issued and Outstanding | shares | 25,275,073 | |
Total Proceeds or Exchange Value | $ 250,000 | |
Issuance Costs | 2,812 | |
Net Carrying Value | $ 247,188 | |
Initial Liquidation Price per share | $ / shares | $ 9.89 |
Convertible Preferred Stock -_2
Convertible Preferred Stock - Additional information (Details) | 3 Months Ended | |
Mar. 31, 2021shares | Dec. 31, 2020shares | |
Convertible Preferred Stock | ||
Business combination conversion ratio | 1.0383 | |
Convertible preferred stock | ||
Convertible Preferred Stock | ||
Shares Outstanding | 0 | 107,197,118 |
Class B Common Stock [Member] | ||
Convertible Preferred Stock | ||
Business combination conversion ratio | 1.0383 |
Equity Incentive Plans (Details
Equity Incentive Plans (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Stock options | |||
Equity Incentive Plans | |||
Acceleration | $ 1.6 | ||
Expense related to acceleration | $ 2.6 | ||
Vesting period | 4 years | ||
Restricted stock units | |||
Equity Incentive Plans | |||
Expense related to acceleration | $ 14.4 | ||
Vesting period | 4 years | ||
Granted restricted stock unit awards | $ 0.5 | ||
Granted | 0.1 | ||
Restricted stock units | Employees | |||
Equity Incentive Plans | |||
Granted | 1 | 1.9 | |
Board of Directors Chairman | Restricted stock units | |||
Equity Incentive Plans | |||
Granted | 1 |
Equity Incentive Plans - Stock
Equity Incentive Plans - Stock option and Restricted stock unit activity (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2021shares | |
Restricted stock units | |
Number of RSUs | |
Granted | 0.1 |
Stock options | |
Number of Options | |
Granted | 1.6 |
Equity Incentive Plans - Stock-
Equity Incentive Plans - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity Incentive Plans | ||
Total stock-based compensation expense | $ 20,298 | $ 2,683 |
Cost of revenue - Subscription | ||
Equity Incentive Plans | ||
Total stock-based compensation expense | 5 | |
Research and development | ||
Equity Incentive Plans | ||
Total stock-based compensation expense | 1,391 | 1,259 |
Sales and marketing | ||
Equity Incentive Plans | ||
Total stock-based compensation expense | 1,674 | 533 |
General and administrative | ||
Equity Incentive Plans | ||
Total stock-based compensation expense | $ 17,233 | $ 886 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Allocation of undistributed earnings | $ (690) | $ (24,354) |
Numerator for basic and diluted EPS - loss available to common stockholders | $ (690) | $ (24,354) |
Denominator: | ||
Weighted-average common shares outstanding - basic | 105,916,706 | 5,979,232 |
Denominator for basic and diluted EPS - weighted-average common stock | 105,916,706 | 5,979,232 |
Basic and diluted loss per share | $ (0.01) | $ (4.07) |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of undistributed earnings | $ (598) | $ (24,354) |
Numerator for basic and diluted EPS - loss available to common stockholders | $ (598) | $ (24,354) |
Denominator: | ||
Weighted-average common shares outstanding - basic | 91,822,338 | 5,979,232 |
Denominator for basic and diluted EPS - weighted-average common stock | 91,822,338 | 5,979,232 |
Basic and diluted loss per share | $ (0.01) | $ (4.07) |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of undistributed earnings | $ (92) | |
Numerator for basic and diluted EPS - loss available to common stockholders | $ (92) | |
Denominator: | ||
Weighted-average common shares outstanding - basic | 14,094,368 | |
Denominator for basic and diluted EPS - weighted-average common stock | 14,094,368 | |
Basic and diluted loss per share | $ (0.01) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive common equivalent shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net Loss Per Share | ||
Total anti-dilutive common equivalent shares | 46,075,623 | 125,445,658 |
Stock options | ||
Net Loss Per Share | ||
Total anti-dilutive common equivalent shares | 21,979,733 | 18,248,540 |
Restricted stock units | ||
Net Loss Per Share | ||
Total anti-dilutive common equivalent shares | 3,442,557 | |
Outstanding warrants | ||
Net Loss Per Share | ||
Total anti-dilutive common equivalent shares | 20,653,333 | |
Convertible preferred stock | ||
Net Loss Per Share | ||
Total anti-dilutive common equivalent shares | 107,197,118 |
Related Party Transactions (Det
Related Party Transactions (Details) - 4C - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transactions | ||
Total incurred for operating expenses | $ 433 | $ 1,602 |
Due from related parties | 38 | |
Due to related parties | $ 50 | $ 154 |
Loan Payable (Details)
Loan Payable (Details) $ in Millions | May 31, 2020USD ($) |
PPP Loan | |
Loan Payable | |
Loan proceeds | $ 4.4 |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Convertible Debt. | ||
Gross proceeds | $ 50,000 | |
Conversion amount | $ 49,917 | $ 49,900 |
Interest and amortization expense for the issuance costs | $ 400 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)D$ / sharesshares | Mar. 31, 2020USD ($) | |
Warrants | ||
Change in fair value of warrant liabilities | $ | $ (54,112) | $ 0 |
Public Warrants | ||
Warrants | ||
Shares called by warrants | shares | 13,800,000 | |
Warrants settleable in cash shares held for tender offer percentage | 50.00% | |
Private Warrants | ||
Warrants | ||
Shares called by warrants | shares | 6,853,333 | |
Fair market value trading days | D | 30 | |
Change in fair value of warrant liabilities | $ | $ (54,100) | |
Class A Common Stock [Member] | Public Warrants | ||
Warrants | ||
Shares called by warrants | shares | 1 | |
Exercise price | $ 11.50 | |
Warrant Redemption $0.01 | Public Warrants | ||
Warrants | ||
Warrants redemption price per warrant | $ 0.01 | |
Trading day period | 30 days | |
Warrants redemption period | 30 days | |
Warrant Redemption $0.01 | Private Warrants | ||
Warrants | ||
Warrants redemption price per warrant | $ 0.01 | |
Warrant Redemption $0.01 | Class A Common Stock [Member] | Public Warrants | ||
Warrants | ||
Trading day period for cashless basis redemption | 10 days | |
Stock price trigger | $ 18 | |
Threshold trading days | D | 20 | |
Warrant Redemption $0.10 | Public Warrants | ||
Warrants | ||
Period of warrants become exercisable | 90 days | |
Warrants redemption price per warrant | $ 0.10 | |
Warrants redemption period | 30 days | |
Stock price trigger | $ 10 | |
Warrant Redemption $0.10 | Private Warrants | ||
Warrants | ||
Warrants redemption price per warrant | $ 0.10 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies | ||||
Rent expense | $ 600 | $ 500 | ||
Future minimum rental payments | 16,095 | |||
Security deposits | 1,883 | $ 1,888 | ||
Inventory purchase commitments | ||||
Commitments and Contingencies | ||||
Minimum inventory purchase commitments | 156,100 | |||
Prepaid vendor advance, net of write-downs | 36,400 | |||
Amount of increase to purchase commitment | $ 169,300 | |||
Accrued purchase commitments | $ 42,600 | |||
Minimum | Inventory purchase commitments | ||||
Commitments and Contingencies | ||||
Fixed or minimum annual commitments period (in years) | 1 year | |||
Maximum | Inventory purchase commitments | ||||
Commitments and Contingencies | ||||
Fixed or minimum annual commitments period (in years) | 5 years |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Payments (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Years ending December 31: | |
Remainder of 2021 | $ 873 |
2022 | 2,043 |
2023 | 1,934 |
2024 | 1,904 |
2025 | 1,987 |
Thereafter | 7,354 |
Total future minimum rental payments | $ 16,095 |