Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Owlet, Inc. | |
Entity Central Index Key | 0001816708 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Tax Identification Number | 85-1615012 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Address, Address Line One | 2500 Executive Parkway | |
Entity Address, Address Line Two | Ste. 500 | |
Entity Address, City or Town | Lehi | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84043 | |
City Area Code | 844 | |
Local Phone Number | 334-5330 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-39516 | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 112,848,462 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | OWLT | |
Security Exchange Name | NYSE | |
Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | OWLT WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 114,896 | $ 17,009 |
Accounts receivable, net of allowance for doubtful accounts of $900 and $201, respectively | 24,576 | 10,525 |
Inventory | 10,225 | 7,912 |
Capitalized transaction costs | 0 | 522 |
Prepaid expenses and other current assets | 7,088 | 1,646 |
Total current assets | 156,785 | 37,614 |
Property and equipment, net | 1,889 | 1,718 |
Intangible assets, net | 588 | 605 |
Internally developed software | 617 | 0 |
Other assets | 398 | 181 |
Total assets | 160,277 | 40,118 |
Current liabilities: | ||
Accounts payable | 16,460 | 16,379 |
Accrued and other expenses | 17,431 | 10,592 |
Deferred revenues | 1,868 | 1,643 |
Line of credit | 11,125 | 9,700 |
Current portion of related party convertible notes payable | 0 | 6,934 |
Current portion of long-term debt | 9,435 | 2,024 |
Total current liabilities | 56,319 | 47,272 |
Deferred rent, net of current portion | 258 | 322 |
Long-term deferred revenues, net of current portion | 206 | 159 |
Long-term debt, net | 9,492 | 10,180 |
Preferred stock warrant liability | 0 | 2,993 |
Common stock warrant liability | 17,014 | 0 |
Other long-term liabilities | 13 | 13 |
Total liabilities | 83,302 | 60,939 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value, 1,000,000,000 and 52,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 112,818,724 and 22,118,619 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. | 11 | 2 |
Additional paid-in capital | 196,330 | 3,707 |
Accumulated deficit | (119,366) | (71,718) |
Total stockholders' equity (deficit) | 76,975 | (68,009) |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity / deficit | $ 160,277 | 40,118 |
Series A and Series A-1 Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 23,652 | |
Series B and Series B-1 Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | $ 23,536 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 900 | $ 201 |
Temporary equity, shares authorized | 30,537,358 | |
Temporary equity, shares issued | 61,809,312 | |
Temporary equity, shares outstanding | 61,809,312 | |
Stockholders' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 52,000,000 |
Common stock, shares issued (in shares) | 112,818,724 | 22,118,619 |
Common stock, shares outstanding (in shares) | 112,818,724 | 22,118,619 |
Series A and Series A-1 Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 0 | 23,030,285 |
Temporary equity, shares issued | 0 | 46,395,823 |
Temporary equity, shares outstanding | 0 | 46,395,823 |
Series B and Series B-1 Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 0 | 7,507,073 |
Temporary equity, shares issued | 0 | 15,413,489 |
Temporary equity, shares outstanding | 0 | 15,413,489 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 31,505 | $ 21,169 | $ 78,354 | $ 54,405 |
Cost of revenues | 16,624 | 11,344 | 37,272 | 28,696 |
Gross profit | 14,881 | 9,825 | 41,082 | 25,709 |
Operating expenses: | ||||
General and administrative | 9,250 | 3,173 | 22,516 | 8,593 |
Sales and marketing | 13,072 | 5,041 | 26,759 | 13,101 |
Research and development | 6,320 | 2,730 | 14,269 | 7,634 |
Total operating expenses | 28,642 | 10,944 | 63,544 | 29,328 |
Operating loss | (13,761) | (1,119) | (22,462) | (3,619) |
Other income (expense): | ||||
Gain on loan forgiveness | 0 | 0 | 2,098 | 0 |
Interest expense, net | (477) | (377) | (1,378) | (1,010) |
Interest expense from contingent beneficial conversion feature | (26,061) | 0 | (26,061) | 0 |
Preferred stock warrant liability adjustment | 0 | 1 | (5,578) | 9 |
Common stock warrant liability adjustment | 5,792 | 0 | 5,792 | 0 |
Loss on extinguishment of debt | 0 | 0 | (182) | (172) |
Other income (expense) net | 66 | (6) | 146 | 69 |
Total other income (expense), net | (20,680) | (382) | (25,163) | (1,104) |
Loss before income tax provision | (34,441) | (1,501) | (47,625) | (4,723) |
Income tax provision | (15) | 0 | (22) | 0 |
Net loss and comprehensive loss | $ (34,456) | $ (1,501) | $ (47,647) | $ (4,723) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.36) | $ (0.07) | $ (1) | $ (0.22) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 96,681,887 | 22,016,451 | 47,421,668 | 21,925,268 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholder's Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred Stock Series A [Member] | Preferred Stock Series A-1 [Member] | Preferred Stock Series B [Member] | Preferred Stock Series B-1 [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2019 | $ (58,902) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | $ 2,293 | $ (61,197) |
Beginning balance (in shares) at Dec. 31, 2019 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 21,700,713 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options | 50 | 50 | ||||||
Issuance of common stock upon exercise of stock options (in Shares) | 241,444 | |||||||
Stock-based compensation | 181 | 181 | ||||||
Net loss | (2,128) | (2,128) | ||||||
Ending balance at Mar. 31, 2020 | (60,799) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | 2,524 | (63,325) |
Ending balance (in shares) at Mar. 31, 2020 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 21,942,157 | |||
Beginning balance at Dec. 31, 2019 | (58,902) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | 2,293 | (61,197) |
Beginning balance (in shares) at Dec. 31, 2019 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 21,700,713 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (4,723) | |||||||
Ending balance at Sep. 30, 2020 | (62,610) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | 3,308 | (65,920) |
Ending balance (in shares) at Sep. 30, 2020 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 22,033,268 | |||
Beginning balance at Mar. 31, 2020 | (60,799) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | 2,524 | (63,325) |
Beginning balance (in shares) at Mar. 31, 2020 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 21,942,157 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock warrants in connection with debt amendment and new debt issuance | 226 | 226 | ||||||
Issuance of common stock upon exercise of stock options | 19 | 19 | ||||||
Issuance of common stock upon exercise of stock options (in Shares) | 30,669 | |||||||
Stock-based compensation | 273 | 273 | ||||||
Net loss | (1,094) | (1,094) | ||||||
Ending balance at Jun. 30, 2020 | (61,375) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | 3,042 | (64,419) |
Ending balance (in shares) at Jun. 30, 2020 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 21,972,826 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options | 18 | 18 | ||||||
Issuance of common stock upon exercise of stock options (in Shares) | 60,442 | |||||||
Stock-based compensation | 248 | 248 | ||||||
Net loss | (1,501) | (1,501) | ||||||
Ending balance at Sep. 30, 2020 | (62,610) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | 3,308 | (65,920) |
Ending balance (in shares) at Sep. 30, 2020 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 22,033,268 | |||
Beginning balance at Dec. 31, 2020 | (68,009) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | 3,707 | (71,718) |
Beginning balance (in shares) at Dec. 31, 2020 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 22,118,619 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options | 244 | 244 | ||||||
Issuance of common stock upon exercise of stock options (in Shares) | 367,432 | |||||||
Stock-based compensation | 828 | 828 | ||||||
Net loss | (7,857) | (7,857) | ||||||
Ending balance at Mar. 31, 2021 | (74,794) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | 4,779 | (79,575) |
Ending balance (in shares) at Mar. 31, 2021 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 22,486,051 | |||
Beginning balance at Dec. 31, 2020 | $ (68,009) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | 3,707 | (71,718) |
Beginning balance (in shares) at Dec. 31, 2020 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 22,118,619 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 526,819 | |||||||
Net loss | $ (47,647) | |||||||
Ending balance at Sep. 30, 2021 | 76,975 | $ 11 | 196,330 | (119,366) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 112,818,724 | |||||||
Beginning balance at Mar. 31, 2021 | (74,794) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | 4,779 | (79,575) |
Beginning balance (in shares) at Mar. 31, 2021 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 22,486,051 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options | 24 | 24 | ||||||
Issuance of common stock upon exercise of stock options (in Shares) | 63,004 | |||||||
Stock-based compensation | 785 | 785 | ||||||
Net loss | (5,335) | (5,335) | ||||||
Ending balance at Jun. 30, 2021 | (79,320) | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | $ 2 | 5,588 | (84,910) |
Ending balance (in shares) at Jun. 30, 2021 | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | 22,549,055 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (Note 2) | 47,188 | $ (9,569) | $ (14,083) | $ (18,854) | $ (4,682) | $ 6 | 47,182 | |
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | (26,157,622) | (20,238,201) | (12,366,306) | (3,047,183) | 61,809,312 | |||
Conversion of convertible promissory notes to common stock in connection with the reverse recapitalization (Note 6) | 7,122 | $ 1 | 7,121 | |||||
Conversion of convertible promissory notes to common stock in connection with the reverse recapitalization (in Shares) | 4,633,507 | |||||||
Beneficial conversion feature of convertible promissory notes in connection with the reverse recapitalization (Note 6) | 26,061 | 26,061 | ||||||
Reverse recapitalization transaction, net of fees | 101,035 | $ 2 | 101,033 | |||||
Reverse recapitalization transaction, net of fees (in Shares) | 21,959,227 | |||||||
Conversion of preferred stock warrants and common stock warrants in connection with the reverse recapitalization (in shares) | 1,771,231 | |||||||
Conversion of preferred stock warrants and common stock warrants in connection with the reverse recapitalization | 8,571 | 8,571 | ||||||
Issuance of common stock upon exercise of stock options | 77 | 77 | ||||||
Issuance of common stock upon exercise of stock options (in Shares) | 96,392 | |||||||
Stock-based compensation | 697 | 697 | ||||||
Net loss | (34,456) | (34,456) | ||||||
Ending balance at Sep. 30, 2021 | $ 76,975 | $ 11 | $ 196,330 | $ (119,366) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 112,818,724 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholder's Equity (Deficit) (Parenthetical) | Sep. 30, 2021 | Jul. 15, 2021Rate | Sep. 30, 2020 |
Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | |||
Convertible preferred stock, conversion ratio | 2.053 | 205.30% | 2.053 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (47,647) | $ (4,723) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 799 | 621 |
Amortization of debt issuance costs | 0 | 19 |
Amortization of debt discount | 19 | 89 |
Non-cash gain on forgiveness of debt | (2,098) | 0 |
Non-cash loss on extinguishment of debt | 173 | |
Loss (gain) on disposal of intangibles | 7 | (11) |
Stock-based compensation | 2,310 | 702 |
Write-down of inventory to net realizable value | 84 | 0 |
Provision for losses on accounts receivable | 699 | 20 |
Interest expense from contingent beneficial conversion feature | 26,061 | 0 |
Common stock warrant liability adjustment | (5,792) | 0 |
Preferred stock warrant liability adjustment | 5,578 | (9) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (14,750) | (2,060) |
Prepaid expenses and other assets | (5,000) | (590) |
Inventory | (2,397) | (2,301) |
Accounts payable | 64 | 8,409 |
Accrued and other expenses | 6,793 | 3,775 |
Deferred related party convertible notes payable interest | 186 | 258 |
Deferred revenues | 272 | 489 |
Deferred rent | (64) | (14) |
Net cash (used in) provided by operating activities | (34,703) | 4,674 |
Cash flows from investing activities | ||
Purchase of property and equipment | (883) | (884) |
Purchase of intangible assets | (87) | (56) |
Internally developed software | (590) | 0 |
Net cash used in investing activities | (1,560) | (940) |
Cash flows from financing activities | ||
Proceeds from lines of credit | 8,182 | 10,533 |
Payments on line of credit | (6,757) | (11,266) |
Proceeds from issuance of long-term debt | 5,000 | 1,000 |
Proceeds from financed insurance premium | 5,526 | 637 |
Payments on financed insurance premium | (1,910) | (191) |
Payments for extinguishment of debt | (9) | 0 |
Payments for cash payout of stock options as a result of the Merger | 9,890 | 0 |
Proceeds from Paycheck Protection Program loan | 0 | 2,075 |
Proceeds from exercise of common stock options | 345 | 87 |
Proceeds from reverse recapitalization and PIPE financing, net of $11,836 and $0, respectively, of transaction costs | 133,663 | 0 |
Net cash provided by financing activities | 134,150 | 2,875 |
Net change in cash and cash equivalents | 97,887 | 6,609 |
Cash and cash equivalents at beginning of period | 17,009 | 11,736 |
Cash and cash equivalents at end of period | 114,896 | 18,345 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 538 | 337 |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of redeemable convertible preferred stock to common stock | 47,188 | 0 |
Conversion of related party convertible notes to common stock | 33,183 | 0 |
Payments for cash payout of stock options as a result of the Merger | 22,806 | |
Issuance of common stock warrants in connection with debt amendment and new debt issuance | 0 | 226 |
Unpaid purchases of property and equipment | 0 | 36 |
Unpaid purchases of intangibles | $ 38 | $ 13 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Statement of Cash Flows [Abstract] | |
Deferred transaction costs | $ 11,836 |
Description of Organization and
Description of Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. Description of Organization and Summary of Significant Accounting Policies Organization Owlet Baby Care Inc. was incorporated on February 24, 2014 as a Delaware corporation. On February 15, 2021, Owlet Baby Care Inc. ("Old Owlet") entered into a Business Combination Agreement with Sandbridge Acquisition Corporation ("SBG") and Project Olympus Merger Sub, Inc. (“Merger Sub”), whereby on July 15, 2021 Merger Sub merged with and into Old Owlet, with Old Owlet surviving as a wholly owned subsidiary of SBG (the "Merger"). Following the Merger, SBG was renamed Owlet, Inc. ("Owlet", "OWLT", or the "Company"). See Note 2 for further details of the Merger. The Company’s ecosystem of digital parenting solutions is helping to transform modern parenting by providing parents data to track the sleep patterns of their children. Its solutions are designed to provide insights aimed at improving children’s sleep and parents’ confidence and comfort. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiary have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. All intercompany transactions and balances have been eliminated in consolidation. All dollar amounts, except per share amounts, in the notes are presented in thousands, unless otherwise specified. 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 on an annual reporting basis. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes included in the registration statement on Amended Form S-4, Proxy Statement and Prospectus, dated June 15, 2021. However, the Company believes that the disclosures provided herein are adequate to prevent the information presented from being misleading. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows for the interim periods presented. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the fiscal year ending December 31, 2021 , or any other period. Liquidity Since inception, the Company has experienced recurring losses from operations and generated negative cash flows from operations. The Company has an accumulated deficit as of September 30, 2021 of $ 119,366 and expects to incur additional losses from operations in the future. On July 15, 2021, the Company completed the Merger and received $ 133,663 in combined net proceeds from the Merger and the PIPE investment (see Note 2 for further information). Therefore, as of the date on which these condensed consolidated financial statements were issued, the Company believes that its cash on hand, together with cash generated from sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Key management estimates include those related to revenue recognition (including sales incentives, product returns and implied post contract support and service), allowances for doubtful accounts, write-downs for obsolete or slow-moving inventory, useful lives for property and equipment, impairment assessments for long-lived tangible and intangible assets, warranty obligations, valuation allowances for net deferred income tax assets, and valuation of warrants and stock-based compensation. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, $ 0.0001 par value per share ("Common Stock"), among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-operating gain or loss on the condensed consolidated statements of operations and comprehensive loss. The fair value of the warrants is estimated using quoted prices in an active market (see Fair Value Measurements). Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities, Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument, Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The carrying value of the Company’s accounts receivable, accounts payable, and accrued expenses approximate their fair value due to the short period of time to maturity or repayment. September 30, 2021 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 114,896 $ - $ - $ 114,896 Total assets $ 114,896 $ - $ - $ 114,896 Liabilities: Common Stock warrant liability - Public Warrants 10,810 - - 10,810 Common Stock warrant liability - Private Warrants - 6,204 - 6,204 Total liabilities $ 10,810 $ 6,204 $ - $ 17,014 December 31, 2020 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 16,954 $ - $ - $ 16,954 Total assets $ 16,954 $ - $ - $ 16,954 Liabilities: Preferred stock warrant liability $ - $ - $ 2,993 $ 2,993 Total liabilities $ - $ - $ 2,993 $ 2,993 Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Common Stock warrant liability for the Public Warrants (as defined below) as of September 30, 2021 is also included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Private Placement Warrants (as defined below) are included within Level 2 of the fair value hierarchy as the Company determined that the Private Placement Warrants are economically equivalent to the Public Warrants and estimated the fair value of the Private Placement Warrants based on the quoted market price of the Public Warrants. The Company has previously presented the fair value measurement of the preferred stock warrant liability as of December 31, 2020 as a Level 3 measurement, relying on unobservable inputs reflecting the Company’s own assumptions. Level 3 measurements, which are not based on quoted prices in active markets, introduce a higher degree of subjectivity and may be more sensitive to fluctuations in stock price, volatility rates, and U.S. Treasury Bond rates. The Company re-measured the preferred stock warrant liability to its estimated fair value as of December 31, 2020, using the Black-Scholes option pricing model with the following assumptions: December 31, 2020 Series A preferred stock value per share $ 7.47 Exercise price of warrants 0.76 Term in years 5.75 Risk-free interest rate 2.97 % Volatility 67.00 % Dividend yield 0.00 % Upon settlement of the preferred stock warrants immediately prior to the Merger, the preferred stock warrant liability was determined using the value of the Old Owlet shares received by the warrant holders (see Note 2). The following table presents a reconciliation of the Company’s preferred stock warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of: September 30, 2021 Preferred Stock Warrant Liability Balance as of December 31, 2020 $ 2,993 Change in fair value included in other income 5,578 Conversion of preferred stock warrants in connection with the reverse recapitalization ( 8,571 ) Balance as of September 30, 2021 $ - December 31, 2020 Preferred Stock Warrant Liability Balance as of December 31, 2019 $ 1,041 Change in fair value upon re-measurement (1) 1,952 Balance as of December 31, 2020 $ 2,993 (1) The related preferred stock mark to market adjustment recorded in other income (expense) was $ 1 and $ 9 for the three and nine months ended September 30, 2020, respectively. There were no transfers between Level 1 and Level 2 in the period reported. There were no transfers into or out of Level 3 in the period reported. Segments The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources, making operating decisions, and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in these unaudited condensed consolidated financial statements. Revenue by geographic area is based on the delivery address of the customer and is summarized as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 28,174 $ 19,937 $ 71,876 $ 51,915 International 3,331 1,232 6,478 2,490 Total revenues $ 31,505 $ 21,169 $ 78,354 $ 54,405 Other than the United States, no individual country exceeded 10 % of total revenues for the three and nine months ended September 30, 2021 and 2020. The Company’s long-lived assets are composed of property and equipment, net, and are summarized by geographic area as follows as of (in thousands): September 30, 2021 December 31, 2020 United States $ 659 $ 528 Thailand 213 1,104 Mexico 611 - China 406 86 Total property and equipment, net $ 1,889 $ 1,718 Significant Accounting Policies Other than policies outlined throughout the notes to the financial statements, there have been no significant changes from the significant accounting policies and estimates disclosed in the Amended Form S-4, Proxy Statement and Prospectus, dated June 15, 2021. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which updated guidance modifying certain fair value measurement disclosures. The guidance contains additional disclosures to enable users of the financial statements to better understand the entity’s assumptions used to develop significant unobservable inputs for Level 3 fair value measurements, but also eliminates the requirement for entities to disclose the amount of and reasons for transfers between Level 1 and Level 2 investments within the fair value hierarchy. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company elected to adopt the new guidance as of January 1, 2020. Adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). ASU 2018-15 clarifies the accounting for implementation costs in cloud computing arrangements. The effective date of this update is for fiscal years beginning after December 15, 2020 and interim periods therein. The Company adopted the new guidance as of January 1, 2021. Adoption did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The effective date of this update is for fiscal years beginning after December 15, 2021 and interim periods therein. The Company is currently assessing the impact of adopting this standard on the Company’s condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. This guidance will be effective for annual reporting periods beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the impact of the guidance on its condensed consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. The guidance will be effective for annual reporting periods beginning after December 15, 2021. Early adoption is permitted. The Company is currently assessing the impact of this guidance on its condensed consolidated financial statements and disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The guidance was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform—Scope, which clarified the scope and application of the original guidance. The Company will adopt these standards when LIBOR is discontinued and does not expect them to have a significant impact on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments by removing major separation models required under current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods. Early adoption is permitted. The Company is currently assessing the impact of adoption of this standard on the Company’s condensed consolidated financial statements and related disclosures. |
Merger
Merger | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
MERGER | 2. Merger On July 15, 2021, the Company consummated the Merger (the "Closing"). In connection with the Closing, SBG changed its name from Sandbridge Acquisition Corporation to Owlet, Inc ("Owlet"). Prior to the Merger, Old Owlet and SBG filed separate standalone federal, state and local income tax returns. As a result of the Merger, structured as a reverse acquisition for tax purposes, SBG was renamed Owlet, Inc., and became the parent of the consolidated filing group, with Old Owlet as a subsidiary. Immediately prior to the Closing: All 30,104,000 outstanding shares of Old Owlet redeemable convertible preferred stock were converted into an equivalent number of shares of Old Owlet common stock on a one-to-one basis. The $ 7,122 of principal and accrued interest related to the Old Owlet related party convertible notes payable were converted into shares of Old Owlet preferred stock at a conversion price of $ 3.1546 per share resulting in the recognition of interest expense from the contingent beneficial conversion feature. The preferred stock was immediately converted into an equivalent number of shares of Old Owlet common stock on a one-to-one basis. The remaining $ 2 of related party convertible notes was redeemed for cash. All 429,314 Old Owlet common stock warrants were exercised on a cashless basis and settled in Old Owlet common stock on a net basis. All 433,356 Old Owlet Series A preferred stock warrants were exercised for $ 0 consideration and settled in an equivalent number of shares of Old Owlet preferred stock. The preferred stock was immediately converted into an equivalent number of shares of Old Owlet common stock on a one-to-one basis. Pursuant to the Business Combination Agreement, at the Closing: Each share of Old Owlet’s common stock outstanding prior to the Merger, including shares of Old Owlet common stock issued pursuant to the conversion of the Old Owlet preferred stock, convertible notes and warrants, was converted into the right to receive approximately 2.053 shares of Owlet's common stock. Accordingly, Old Owlet common stock exchanged into 90,824,573 shares of Owlet common stock. Certain option holders elected to cash out an aggregate of 496,717 vested options to purchase shares of Old Owlet common stock at a value of approximately $ 20.53 per share for an aggregate value of $ 9,890 , net of exercise price. All remaining outstanding Old Owlet Options were converted into options exercisable for shares of Owlet common stock with the same terms except for the number of shares exercisable and the exercise price, each of which were adjusted using the exchange ratio of approximately 2.053. Holders of 19,758,773 shares of Sandbridge Class A common stock exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from SBG’s initial public offering, calculated as of two business days prior to the consummation of the Merger, which was $ 10.00 per share, or $ 197,588 in the aggregate. All remaining 3,241,227 shares of Sandbridge Class A common stock converted into 3,241,227 shares of Owlet common stock. All shares of SBG's Class B common stock which were held by Sandbridge Acquisition Holdings LLC, the independent directors, and an advisor of Sandbridge (“Founder Shares”) automatically converted to 5,750,000 shares of Owlet common stock, of which 2,807,500 shares are subject to vesting and forfeiture (the “earnout shares") (see Note 10). Pursuant to subscription agreements entered into in connection with the Merger (collectively, the “Subscription Agreements”), certain investors purchased an aggregate of 12,968,000 newly-issued shares of Owlet common stock at a purchase price of $ 10.00 per share for an aggregate purchase price of $ 129,680 (the "PIPE Investment" or “PIPE”). The following summarizes the shares of Common Stock issued and outstanding immediately after the Merger: Owlet equityholders (1) 90,824,573 81 % SBG public stockholders 3,241,227 3 % Founder Shares (2) 5,750,000 5 % PIPE investors 12,968,000 11 % Owlet common stock immediately after Merger (3) 112,783,800 100 % (1) Excludes 3,150,463 shares of Common Stock underlying outstanding Owlet option awards. (2) Includes 2,807,500 Earnout Shares which were outstanding but remained subject to price-based performance vesting terms as described in Note 10 . (3) The SBG public stockholders, Founder Shares and Pipe investors are presented combined in the Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) on the line item Reverse recapitalization transaction, net of fees. Owlet equityholders shares can be found on the same statement and comprise June 30, 2021 ending balance of Common stock, Conversion of redeemable convertible preferred stock into common stock, Conversion of convertible promissory note to common stock, Conversion of preferred stock warrants and common stock warrants to common stock, and 61,468 shares issued upon exercise of stock options prior to the Merger. The Merger is accounted for as a reverse recapitalization in accordance with U.S. GAAP. This determination is primarily based on Old Owlet stockholders comprising a relative majority of the voting power of Owlet and having the ability to nominate the member of the board, Old Owlet operations prior to the Merger comprising only the ongoing operations of Owlet, and Old Owlet senior management comprising a majority of the senior management of Owlet. Under this method of accounting, SBG was treated as the “acquired” company for financial reporting purposes (See Note 1 - Description of the Organization). Accordingly, for accounting purposes, the financial statements of Owlet represent a continuation of the financial statements of Old Owlet with the Merger being treated as the equivalent of Owlet issuing stock for the net assets of SBG, accompanied by a recapitalization. The net assets of SBG are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Owlet. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. In connection with the Merger, the Company raised $ 145,499 of gross proceeds including the contribution of $ 213,407 of cash held in SBG’s trust account from its initial public offering, net of redemptions of SBG public stockholders of $ 197,588 , and $ 129,680 of cash received in connection with the PIPE financing. The amount recorded to additional paid-in-capital was $ 101,033 , comprised of $ 133,663 net proceeds less $ 22,806 recognized for the warrant liabilities, $ 9,890 cash payout of options, plus $ 66 of assumed current assets and liabilities. The Company incurred $ 17,206 of transaction costs, consisting of banking, legal, and other professional fees, of which $ 11,836 was recorded as a reduction of proceeds to additional paid-in capital. The remaining $ 5,370 was expensed as general and administrative expense, of which $ 1,279 and $ 5,306 was recognized in the condensed consolidated statements of operations during the three and nine months ended September 30, 2021 . |
Certain Balance Sheet Accounts
Certain Balance Sheet Accounts | 9 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
Certain Balance Sheet Accounts | 3. Certain Balance Sheet Accounts Inventory Inventory consisted of the following as of: September 30, 2021 December 31, 2020 Finished goods $ 9,219 $ 7,331 Raw materials 1,006 581 Total inventory $ 10,225 $ 7,912 Capitalized Transaction Costs Capitalized transaction costs consisted of the following as of: September 30, 2021 December 31, 2020 Capitalized transaction costs $ — $ 522 Prior to the reverse recapitalization, the Company capitalized transaction costs for accounting and legal services related to the Merger. As part of the reverse recapitalization those costs, including deferred underwriting fees, were reclassified to additional paid-in capital in equity upon closing the Merger. Total costs capitalized by Old Owlet and the surviving Owlet totaled $ 11,836 . Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of: September 30, 2021 December 31, 2020 Prepaid insurance $ 4,531 $ 499 Prepaid expenses 872 163 Prepaid hosting 527 369 Point of purchase ("POP") displays 488 376 Prepaid inventory 387 - Right of return asset 282 146 Other current assets 1 93 Total prepaid expenses and other current assets $ 7,088 $ 1,646 Property and Equipment, net Property and equipment consisted of the following as of: September 30, 2021 December 31, 2020 Tooling and manufacturing equipment $ 2,220 $ 1,731 Furniture and fixtures 569 569 Computer equipment 471 214 Software 213 213 Leasehold improvements 26 9 Total property and equipment 3,499 2,736 Less accumulated depreciation and amortization ( 1,610 ) ( 1,018 ) Property and equipment, net $ 1,889 $ 1,718 Depreciation and amortization expense on property and equipment was $ 253 and $ 230 for the three months ended September 30, 2021 and 2020, respectively. For the three months ended September 30, 2021 and 2020, the Company allocated $ 160 and $ 152 , respectively, of depreciation and amortization expense related to tooling and manufacturing equipment and software to cost of revenues. Depreciation and amortization expense on property and equipment was $ 691 and $ 547 for the nine months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021 and 2020, the Company allocated $ 457 and $ 308 , respectively, of depreciation and amortization expense related to tooling and manufacturing equipment and software to cost of revenues. Intangible Assets Intangible assets consisted of the following as of: September 30, 2021 Gross Accumulated Net Patents and trademarks $ 602 $ ( 151 ) $ 451 Film production costs 277 ( 140 ) 137 Total intangible assets $ 879 $ ( 291 ) $ 588 December 31, 2020 Gross Accumulated Net Patents and trademarks $ 511 $ ( 119 ) $ 392 Film production costs 278 ( 65 ) 213 Total intangible assets $ 789 $ ( 184 ) $ 605 Amortization expense resulting from intangible assets was $ 37 and $ 29 for the three months ended September 30, 2021 and 2020, respectively. For the three months ended September 30, 2021 and 2020, the Company allocated $ 26 and $ 18 , respectively, of amortization expense related to film production costs to cost of revenues. Amortization expense resulting from intangible assets was $ 108 and $ 74 for the nine months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021 and 2020, the Company allocated $ 76 and $ 41 , respectively, of amortization expense related to film production costs to cost of revenues. The future aggregate amounts of amortization expense to be recognized related to finite-lived intangible assets as of September 30, 2021 is as follows for the: Years Ending December 31: Amount Remainder of 2021 $ 38 2022 152 2023 46 2024 44 2025 44 Thereafter 103 $ 427 As of September 30, 2021, the Company has capitalized $ 161 of legal costs associated with pending patents and trademarks which are not currently being amortized. Internally Developed Software Internally developed software was the following as of: September 30, 2021 December 31, 2020 Internally developed software $ 617 $ - As of September 30, 2021 , the Company's internally developed software is still in development and not ready for general release. As such, the Company has no t recognized any amortization for the three and nine months ended September 30, 2021. Accrued and Other Expenses Accrued and other expenses consisted of the following as of: September 30, 2021 December 31, 2020 Accrued and other expenses: Accrued sales returns $ 4,022 $ 2,844 Discounts and allowances 4,009 1,747 Payroll liabilities 2,689 1,768 Sales tax payable 1,625 1,886 Accrued warranty 1,190 924 Other accrued expenses 3,896 1,423 Total accrued expenses $ 17,431 $ 10,592 Changes in accrued warranty were as follows: For the Three Months Ended September 30, 2021 2020 Accrued warranty, beginning of period $ 992 $ 892 Provision for warranties issued during the period 485 334 Settlements of warranty claims during the period ( 287 ) ( 300 ) Accrued warranty, end of period $ 1,190 $ 926 For the Nine Months Ended September 30, 2021 2020 Accrued warranty, beginning of period $ 924 $ 378 Provision for warranties issued during the period 708 1,427 Settlements of warranty claims during the period ( 442 ) ( 879 ) Accrued warranty, end of period $ 1,190 $ 926 |
Deferred Revenues
Deferred Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Revenue [Abstract] | |
Deferred Revenues | 4. Deferred Revenues Deferred revenues relate to performance obligations for which payments are received from customers prior to the satisfaction of the Company’s obligations to its customers. Deferred revenues primarily consist of amounts allocated to the mobile application, unspecified upgrade rights, and content, and are recognized over the service period of the performance obligations, which range from 5 to 27 months. Changes in the total deferred revenues balance were as follows: For the Three Months Ended September 30, 2021 2020 Beginning balance $ 1,831 $ 1,151 Deferral of revenues 1,410 772 Recognition of deferred revenues ( 1,167 ) ( 589 ) Ending balance $ 2,074 $ 1,334 For the Nine Months Ended September 30, 2021 2020 Beginning balance $ 1,802 $ 853 Deferral of revenues 3,428 1,938 Recognition of deferred revenues ( 3,156 ) ( 1,457 ) Ending balance $ 2,074 $ 1,334 The Company recognized $ 848 and $ 426 of revenue during the three months ended September 30, 2021 and 2020, respectively, that was included in the deferred revenue balance at the beginning of the respective period. The Company recognized $ 1,502 and $ 585 of revenue during the nine months ended September 30, 2021 and 2020 , respectively, that was included in the deferred revenue balance at the beginning of the respective period. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt The following is a summary of the Company’s long-term indebtedness as of: September 30, 2021 December 31, 2020 Term note payable to SVB, maturing on April 1, 2024 $ 15,000 $ 10,000 Financed insurance premium 3,935 320 Small Business Administration Paycheck Protection Program note payable, maturing on April 22, 2022 - 2,075 Total debt 18,935 12,395 Less current portion ( 9,435 ) ( 2,024 ) Less debt discount - ( 187 ) Less debt issuance costs ( 8 ) ( 4 ) Total long-term debt, net $ 9,492 $ 10,180 Term Note On April 22, 2020, the Company amended its term note (the "Term Note") with Silicon Valley Bank (“SVB”), which allowed the Company to borrow an additional $ 1,000 at closing, extended the interest-only period through April 30, 2021, and modified the interest rate to be the greater of the bank’s prime rate plus 4.50 %, or 7.50 %. As a result of this amendment, the Company recorded a loss on extinguishment of debt of $ 0 and $ 172 in the unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2020, respectively. The amendment also included a provision to further extend the interest-only period through October 31, 2021 and allow the Company to borrow an additional $ 2,000 if it achieved a specified gross profit milestone for the year ended December 31, 2020. On September 22, 2020, the Company further amended the Term Note to change the repayment term from 36 consecutive equal monthly payments of principal to 30 consecutive equal monthly payments of principal beginning on November 1, 2021 and modified the interest rate to the greater of the bank’s prime rate plus 3.50 %, or 6.50 %. The Company achieved its gross profit milestone and borrowed $ 2,000 in December 2020. The Term Note matures on April 1, 2024 and is cross defaulted with the financial covenants in the original loan and security agreement ("Original LSA") and the related amended and restated loan and security agreement ("the A&R LSA"). On May 25, 2021, the Company further amended the A&R LSA to, among other things, borrow an additional $ 5,000 under the Term Note. As a result of this amendment, the Company recorded a loss on extinguishment of debt of $ 182 in the unaudited condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2021. On November 15, 2021, the Company further amended the A&R LSA to change the deadline of the requirement to agree to terms with SVB on a 2021 EBITDA covenant from November 15, 2021 to December 15, 2021. The Term Note had an aggregate principal balance of $ 15,000 and $ 10,000 as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021, the Company was in compliance with all applicable debt covenants. The Company believes that the fair value of the Term Note approximates the recorded amount as of September 30, 2021, as the interest rates on the long-term debt are variable and the rates are based on market interest rates (bank's prime rate) after consideration of default and credit risk (using Level 2 inputs). Future Aggregate Maturities As of September 30, 2021, future aggregate maturities of Term Notes and Financed Insurance Premium payables were as follows: Years Ending December 31, Amount Remainder of 2021 $ 2,401 2022 8,534 2023 6,000 2024 2,000 Total $ 18,935 Financed Insurance Premium In September 2020, the Company entered into a short-term commercial premium finance agreement with AFCO credit corporation for various corporate liability insurance policies totaling $ 637 to be paid in ten equal monthly payments. The financed insurance premium accrued interest at a rate of 4.09 %. As of December 31, 2020, the remaining principal balance on the financed insurance premium was $ 320 . During the three months ended September 30, 2021, the Company renewed its corporate liability policies and entered into several new short-term commercial premium finance agreements with AFCO credit corporation totaling $ 4,699 to be paid in ten equal monthly payments, all of which accrue interest at a rate of 3.59 %. As of September 30, 2021, the remaining principal balance on the financed insurance premium was $ 3,935 . Paycheck Protection Program Loan In April 2020, the Company received proceeds from the Small Business Administration Paycheck Protection Program (‘‘PPP’’) in the amount of $ 2,075 , with SVB as lender for the loan (the ‘‘PPP Loan’’), under the Federal Coronavirus Aid, Relief, and Economic Security Act (the ‘‘CARES Act’’). Under the terms of the PPP Loan, interest accrued on the outstanding principal at a rate of 1.0 % per annum. The term of the PPP Loan was two years, unless payment was required in connection with an event of default under the PPP Loan. On June 15, 2021, the Company received forgiveness for the PPP Loan for the full amount of $ 2,075 of principal and $ 24 in interest. As a result of the PPP Loan being forgiven, the Company recognized a $ 2,098 gain on the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2021. Line of Credit As of September 30, 2021 , the Company's line of credit (the "SVB Revolver") had a borrowing capacity of $ 17,500 and a maturity date of April 22, 2024 . As of September 30, 2021, the SVB Revolver bore interest at an annual rate equal to (i) the greater of the bank’s prime rate plus 0.75 % or 5.50 % when the streamline period is in effect and (ii) the greater of the bank’s prime rate plus 1.25 % or 6.00 % at all other times. Each streamline period commences the first day of the month following a written report of the Company’s liquidity and ends the first day after the Company fails to maintain a required cash and cash availability streamline threshold, provided no event of default has occurred and is continuing. If an event of default has occurred and is continuing, SVB may maintain the Company’s streamline status at its discretion . The required cash and cash availability streamline threshold was $ 8,000 as of September 30, 2021 and $ 7,000 as of December 31, 2020, and the Company was within a streamline period as of both September 30, 2021 and December 31, 2020. Draws against the line of credit were $ 11,125 and $ 9,700 as of September 30, 2021 and December 31, 2020 , respectively. The Company was not in compliance with its financial covenant as of December 31, 2020. On March 10, 2021, the Company amended the A&R LSA to waive the existing default and waive any rights and remedies against the Company with respect to the existing default for the 12 months ended December 31, 2020. The amendment also set forth three new financial covenants, including a requirement to maintain cash and cash availability of at least $ 6,000 as of the last day of each month beginning on March 31, 2021, a requirement to complete a qualifying liquidity event with aggregate new net proceeds of at least $ 50,000 in cash on or before May 31, 2021 ("Liquidity Event"), and a requirement to agree to terms with SVB on a 2021 EBITDA covenant no later than July 15, 2021. On May 14, 2021 the Company further amended the A&R LSA to, among other things, reduce the minimum cash and cash availability threshold to $ 5,000 and change the timing of the required Liquidity Event from May 31, 2021 to July 31, 2021 . On May 25, 2021, the Company further amended the A&R LSA to, among other things, increase the SVB Revolver borrowing capacity from $ 12,500 to $ 17,500 , extend the SVB Revolver maturity date from April 22, 2022 to April 22, 2024 , and increase the required cash and cash availability streamline threshold from $ 7,000 to $ 8,000 , and change the deadline of the requirement to agree to terms with SVB on a 2021 EBITDA covenant from July 15, 2021 to August 15, 2021 . On August 12, 2021, the Company further amended the A&R LSA to change the deadline of the requirement to agree to terms with SVB on a 2021 EBITDA covenant from August 15, 2021 to September 30, 2021 . On September 20, 2021, the Company further amended the A&R LSA of the requirement to agree to terms with SVB on a 2021 EBITDA covenant from September 30, 2021 to November 15, 2021 . On November 15, 2021, the Company further amended the A&R LSA to postpone the requirement of an annual inventory appraisal for the calendar year 2021 through January 31, 2022. Additionally, the amendment changes the deadline of the requirement to agree to terms with SVB on a 2021 EBITDA covenant from November 15, 2021 to December 15, 2021. Additionally, the Company completed a Liquidity Event on July 15, 2021 upon the consummation of the Merger. As of September 30, 2021 , the Company was in compliance with all applicable debt covenants. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Convertible Promissory Notes As of December 31, 2020 the Company had $ 6,500 in related party convertible promissory notes outstanding, which were issued during the year ended December 31, 2019. The convertible promissory notes bore interest at 5.00 % per annum and all outstanding principal and accrued interest was due on the earlier of the two-year anniversary of the initial closing date (August 9, 2021) or upon the closing of a change of control, as defined in the convertible note agreements. As of July 15, 2021 (immediately prior to the change in control event) and December 31, 2020 , the accrued interest on the convertible promissory notes was $ 621 and $ 447 , respectively, and the unamortized debt issuance costs were $ 3 and $ 13 , respectively. Per the convertible note agreements, the convertible promissory notes could not be prepaid without the consent of the majority holders and would automatically convert to shares of our convertible preferred stock at 80 % of the convertible preferred stock price per share upon a qualified preferred stock equity financing round of at least $ 15,000 , excluding the conversion value of the notes. The convertible promissory notes were amended in February 2021 to allow the notes to either: (i) automatically convert into shares of our convertible preferred stock immediately prior to the consummation of the Merger at a conversion price equal to the price per share applicable to the Company's most recent equity financing at the conversion date (which was $ 3.1546 as of the Closing) and, in turn, convert into shares of the Company's common stock as part of the Merger or (ii) at a holder’s election, trigger the repayment in cash of the outstanding principal and accrued interest at the consummation of the Merger. The February 2021 amendment created a contingent beneficial conversion feature because on the date of the amendment the estimated fair value of the underlying stock to which the note is convertible is in excess of the outstanding interest and principal of the note. On July 15, 2021, the Company completed the Merger. Immediately prior to the consummation of the Merger, all but one of the convertible notes were converted into shares of the Company's Common Stock. The unconverted note had a balance of $ 2 and was paid in full. The conversion triggered the recognition of the contingent beneficial conversion feature and the amount by which the estimated fair value of the underlying stock to which the note was convertible at the date of the amendment exceeded the outstanding interest and principal of the note at the date of the amendment was charged to interest expense. The recognized interest expense from the contingent beneficial conversion feature was $ 26,061 for the three and nine months ended September 30, 2021 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. Commitments and Contingencies Underwriting Agreements Certain of the underwriters of the Merger, as described in Note 1, were entitled to deferred fees of $ 7,150 as of June 30, 2021. Subject to the terms of the underwriting agreements, the deferred fees were contingent upon the Company completing the Merger, which closed on July 15, 2021 . As such, the deferred underwriting commissions of $ 7,150 were paid to the underwriters upon the closing of the Merger. Purchase Obligations The Company entered into a services and license agreement for cloud platform services in June 2021. The Company has a purchase obligation of $ 5,000 to be paid over a 36 -month period beginning in June 2021. The Company entered into a purchase agreement in August 2021 for components to be used in the manufacturing of a future product. The Company has a purchase obligation of $ 1,600 to be paid over a 12 -month period beginning in August 2021. Litigation The Company is involved in legal proceedings from time to time arising in the normal course of business. Management, after consultation with legal counsel, believes that the outcome of these proceedings will not have a material impact on the Company’s financial position, results of operations, or liquidity. Operating Leases The Company leases office space and certain equipment under non-cancelable operating leases. As of September 30, 2021, future minimum lease payments under non-cancelable operating leases with terms of one year or more are as follows: Years Ending December 31: Amount Remainder of 2021 $ 349 2022 1,541 2023 1,587 2024 953 Total $ 4,430 Rental expense under operating leases was approximately $ 371 and $ 1,111 for the three and nine months ended September 30, 2021, respectively, and $ 381 and $ 828 for the three and nine months ended September 30, 2020, respectively, and included in General and administrative in the Condensed Statements of Operations and Comprehensive Loss. Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless, and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company intends to enter into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance coverage that reduces its exposure and enables the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is immaterial. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity [Abstract] | |
Redeemable Convertible Preferred Stock | 8. Redeemable Convertible Preferred Stock On July 15, 2021, upon the closing of the Merger (Note 2), all of the outstanding redeemable convertible preferred stock was converted to the Company’s common stock pursuant to the conversion rate of approximately 2.053 effective immediately prior to the Merger and the remaining amount was reclassified to additional paid-in capital. As of September 30, 2021, the Company does not have any redeemable convertible preferred stock outstanding. As of December 31, 2020 , the Company was authorized to issue 30,537,358 shares and had 61,809,312 issued and outstanding shares of redeemable convertible preferred stock issued in various individual series. Share information, liquidation preference, and conversion rates by each series of convertible preferred stock class as of December 31, 2020 were as follows (in thousands, except share and per share amounts): Issue Price Shares Shares Issued and Outstanding Liquidation Preference Series A $ 0.3709 13,173,360 26,157,622 $ 9,702 Series A-1 0.7039 9,856,925 20,238,201 14,245 Series B 1.5366 6,022,956 12,366,306 19,000 Series B-1 1.2293 1,484,117 3,047,183 3,745 30,537,358 61,809,312 $ 46,692 Upon the consummation of the Merger, all of these shares were converted into common stock. See Note 2 for further information. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | 9. Stock Options Stock Options The Company’s 2014 equity incentive plan, adopted by the Board of Directors on June 30, 2014 (the “Plan”), provides for the grants of equity awards, including incentive stock options, non-statutory stock options, and restricted stock unit awards. On July 15, 2021, upon the closing of the Merger (Note 2), the number of equity awards issued and available for grant were converted pursuant to the conversion ratio of approximately 2.053 . As of September 30, 2021 there were 3,150,463 shares available for grant under the Plan. The following table sets forth the outstanding common stock options and related activity for the nine months ended September 30, 2021: Number of Options Weighted Average Exercise Prices Weighted Average Remaining Contractual Terms (years) Aggregate Intrinsic Values Balance as of December 31, 2020 10,215,834 $ 0.45 7.29 $ 99,296 Granted 1,736,755 7.13 Exercised ( 526,819 ) 0.66 1,537 Canceled ( 1,735,341 ) 0.66 Expired ( 7,560 ) 0.12 Balance as of September 30, 2021 9,682,869 $ 1.60 6.94 $ 41,252 Options vested and exercisable as of September 30, 2021 6,325,893 $ 0.56 5.97 $ 32,158 Stock-based compensation was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 General and administrative $ 347 $ 50 $ 1,095 $ 150 Sales and marketing 127 112 489 312 Research and development 223 86 726 240 Total stock-based compensation $ 697 $ 248 $ 2,310 $ 702 As of September 30, 2021, the Company had $ 7,105 of unrecognized stock-based compensation costs related to non-vested awards that will be recognized over a weighted-average period of 2.91 years. |
Common Stock Warrants and Earno
Common Stock Warrants and Earnout Shares | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock Warrants and Earnout Shares | 10. Common Stock Warrants and Earnout Shares Common Stock Warrants Pursuant to the SBG initial public offering, SBG sold 23,000,000 units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 units, at a purchase price of $ 10.00 per unit. Each unit consisted of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Common Stock at a price of $ 11.50 per share, subject to adjustment. Following the closing of the Initial Public Offering on September 17, 2020, the Company completed the sale of 6,600,000 warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant in a private placement to Sandbridge Acquisition Holdings LLC (the "Sponsor"), generating gross proceeds of $ 6,600,000 . Together, the Public Warrants and Private Placement Warrants are referred to as the "Common Stock Warrants." Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants became exercisable 12 months from the closing of the Initial Public Offering. The Public and Private Warrants will expire five years after the completion of the Merger or earlier upon redemption or liquidation. As a result of the Merger, both the 11,500,000 Public Warrants and 6,600,000 Private Placement Warrants are redeemable for shares of Common Stock subject to the below. The Company will not be obligated to deliver any shares of Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. The Company has agreed to maintain a current prospectus relating to those shares of Common Stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Public Warrants Redemption of warrants when the price per share of Common Stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: in whole and not in part; at a price of $ 0.01 per warrant; upon a minimum of 30 days ' prior written notice of redemption to each warrant holder; and if, and only if, the last reported last sale price of the Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The last of the redemption criterion discussed above was established to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of Common Stock may fall below the $ 18.00 redemption trigger price (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) as well as the $ 11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of warrants when the price per share of Common Stock equals or exceeds $10.00. Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Public Warrants: in whole and not in part; at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our shares of Common Stock, except as otherwise described below; if, and only if, the closing price of the shares of Common Stock equals or exceeds $ 10.00 per public share (as adjusted for share subdivisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders; and if the closing price of the shares of Common Stock equals or exceeds $ 18.00 per public share (as adjusted for share subdivisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders and if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and if, and only if, there is an effective registration statement covering the issuance of Common Stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The exercise price and number of shares of Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Private Placement Warrants The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Common Stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or saleable until 30 days after the completion of the Merger. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Private Placement Warrants and the Public Warrants and concluded that they do not meet the criteria to be classified within stockholders' equity. The Private Placement Warrants and the Public Warrants both contain settlement provisions that preclude them from meeting the derivative exception of being indexed to the Company's stock. As such, the Company has recorded these warrants as liabilities on the consolidated balance sheet at fair value (Note 1), with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations and comprehensive loss at each reporting date. Earnout Shares Following the Merger, 2,807,500 shares of common stock held by certain former equity holders of SGB are subject to vesting and forfeiture conditions (the "Earnout Shares"). Of the 2,807,500 earnout shares 1,403,750 shares will vest at such time as a $ 12.50 stock price level is achieved and 1,403,750 will vest at such time as a $ 15.00 stock price level is achieved, in each case, on or before the fifth anniversary of the Closing of the Merger. The ‘‘stock price level’’ will be considered achieved only (a) when the closing price of a share of Owlet common stock on the NYSE is greater than or equal to the applicable price for any 20 trading days within a 30 trading day period or (b) the price per share of Owlet common stock paid in certain change of control transactions following the Closing is greater than or equal to the applicable price. Earnout shares subject to vesting pursuant to the above terms that do not vest in accordance with such terms shall be forfeited and cancelled for no consideration. The earnout shares are not redeemable. As the vesting event has not yet been achieved, these shares of Owlet common stock, which are issued and outstanding, are treated as contingently recallable and have been excluded from the denominator for the purposes of calculating basic and diluted net loss per share (see Note 12). The Company evaluated the earnout shares and concluded that they meet all conditions for equity classification. Because the settlement provisions in the agreement governing the earnout shares either include a fixed exercise price or involve the fair value of the entity's stock, the earnout shares are considered indexed to the Company's common stock. Because the Merger is accounted for as a reverse recapitalization, the issuance of the earnout shares has been treated as a deemed dividend, and since Owlet does not have retained earnings, the issuance is recorded within additional-paid-in-capital (“APIC”) and has a net nil impact on APIC. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
INCOME TAX [Abstract] | |
INCOME TAX | 11. Income Taxes In order to determine the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. To the extent that application of the estimated annual effective tax rate is not representative of the quarterly portion of actual tax expense expected to be recorded for the year, the Company determines the quarterly provision for income taxes based on actual year-to-date income. Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. Income tax expense for the three and nine months ended September 30, 2021 was $ 15 and $ 22 , or approximately 0.04 % of pre-tax income, and $ 0 for the three and nine months ended September 30, 2020. Significant judgment is required in determining the Company’s provision for income taxes, recording valuation allowances against deferred tax assets, and evaluating the Company’s uncertain tax positions. In evaluating the ability to realize its deferred tax assets, in full or in part, the Company considers all available positive and negative evidence, including past operating results, forecasted future earnings, and prudent and feasible tax planning strategies. Due to historical net losses incurred and the uncertainty of realizing the deferred tax assets, for all the periods presented, the Company maintains a valuation allowance against the net U.S. deferred tax assets. The Company files U.S. and state income tax returns in jurisdictions with various statutes of limitations. The Company’s federal and state tax returns are not currently under examination. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 12. Net Loss Per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ ( 34,456 ) $ ( 1,501 ) $ ( 47,647 ) $ ( 4,723 ) Denominator: Weighted-average common shares used in computed net loss per share attributable to common stockholders basic and diluted 96,681,887 22,016,451 47,421,668 21,925,268 Net loss per share attributable to common stockholders basic and diluted $ ( 0.36 ) $ ( 0.07 ) $ ( 1.00 ) $ ( 0.22 ) The following table presents outstanding potentially dilutive common stock equivalents that have been excluded from the computation of diluted net loss per share attributable to common stockholders due to their anti-dilutive effect as of: September 30, 2021 September 30, 2020 Old Owlet convertible notes - 4,467,971 Old Owlet preferred stock - 61,809,312 Old Owlet common stock warrants - 942,623 Old Owlet preferred stock warrants - 889,765 Common stock warrants 18,100,000 - Total 18,100,000 68,109,671 In addition to the above securities, the Company's outstanding stock options shown in Note 9 of the unaudited condensed consolidated financials were excluded from the computation of diluted net loss per share attributable to common stockholders due to their anti-dilutive effect for the three and nine months ended September 30, 2021 and 2020. The Company’s 2,807,500 unvested earnout shares were excluded from the calculation of basic and diluted per share calculations as the vesting conditions have not yet been met as of the end of the reporting period (see Note 10). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Subsequent events requiring additional disclosure in the unaudited condensed consolidated financial statements are disclosed below and throughout the Notes to the unaudited condensed consolidated financial statements. Food and Drug Administration Letter On October 1, 2021, the Company received a Warning Letter, dated October 1, 2021 (the “Warning Letter”), from the United States Food and Drug Administration (“FDA”) regarding the Owlet Smart Sock. The Warning Letter asserts that the Company’s marketing of its Owlet Smart Sock product (the “Smart Sock”) in the United States renders the Owlet Smart Sock a medical device requiring premarket clearance or approval from the FDA, and that the Company has not obtained such clearance or approval in violation of the Federal, Food, Drug, and Cosmetic Act. The Warning Letter is focused solely on the regulatory classification of the product in the United States as a result of the heart rate and oxygen notifications and related claims. Pursuant to the Warning Letter and in response to the request by the FDA to cease distribution of the Owlet Smart Sock in the U.S., the Company suspended distribution of the Owlet Smart Sock in the United States as of October, 2021. The suspension is specific to shipments by the Company to customers and retailers in the United States. Operations in other countries remain unaffected. In response to the Warning Letter, several national retailers have suspended U.S. sales of the Owlet Smart Sock and Owlet Duo. The Company also announced that it is developing a new sleep monitoring sock ("Owlet Dream Sock") that it plans to sell as a consumer wellness product, which the Company believes does not present the same concerns that FDA has raised regarding the Owlet Smart Sock, based on differences in the functionality of and marketing claims for the new product. The Company also plans to submit an application to FDA seeking marketing authorization for the features of the Owlet Smart Sock that FDA believes make the product a medical device. We are in active discussions with our ecosystem partners regarding sale of the Owlet Dream Sock during pendency of ongoing communications with the FDA. The Company cannot give any assurances that FDA will accept the Company’s application seeking marketing authorization for the Owlet Smart Sock as a medical device or that, even if such application is accepted for review, that FDA will grant marketing authorization for the Owlet Smart Sock. The Company also cannot give any assurances that FDA will not raise similar concerns regarding the regulatory status of the new planned consumer wellness product. The Company also cannot give any assurances as to the timing of the resolution of such matters. In response to the October 1, 2021 Warning Letter, the Owlet Care App will no longer be available for download in Apple's App Store to new users in the United States and internationally as of November 17, 2021. Removal of the Owlet Care App from the App Store will not prevent customers who currently use the Owlet Care App from continuing to use it at this time. However, it will prevent new users from downloading the Owlet Care App. Due to the ongoing nature and circumstances surrounding the FDA Warning Letter, the Company is unable to estimate any potential impact on future periods. The impacts, if any, could be material to the condensed consolidated financial statements of future periods. |
Description of Organization A_2
Description of Organization And Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiary have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. All intercompany transactions and balances have been eliminated in consolidation. All dollar amounts, except per share amounts, in the notes are presented in thousands, unless otherwise specified. 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 on an annual reporting basis. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes included in the registration statement on Amended Form S-4, Proxy Statement and Prospectus, dated June 15, 2021. However, the Company believes that the disclosures provided herein are adequate to prevent the information presented from being misleading. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows for the interim periods presented. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the fiscal year ending December 31, 2021 , or any other period. |
Liquidity | Liquidity Since inception, the Company has experienced recurring losses from operations and generated negative cash flows from operations. The Company has an accumulated deficit as of September 30, 2021 of $ 119,366 and expects to incur additional losses from operations in the future. On July 15, 2021, the Company completed the Merger and received $ 133,663 in combined net proceeds from the Merger and the PIPE investment (see Note 2 for further information). Therefore, as of the date on which these condensed consolidated financial statements were issued, the Company believes that its cash on hand, together with cash generated from sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Key management estimates include those related to revenue recognition (including sales incentives, product returns and implied post contract support and service), allowances for doubtful accounts, write-downs for obsolete or slow-moving inventory, useful lives for property and equipment, impairment assessments for long-lived tangible and intangible assets, warranty obligations, valuation allowances for net deferred income tax assets, and valuation of warrants and stock-based compensation. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, $ 0.0001 par value per share ("Common Stock"), among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-operating gain or loss on the condensed consolidated statements of operations and comprehensive loss. The fair value of the warrants is estimated using quoted prices in an active market (see Fair Value Measurements). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities, Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument, Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The carrying value of the Company’s accounts receivable, accounts payable, and accrued expenses approximate their fair value due to the short period of time to maturity or repayment. September 30, 2021 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 114,896 $ - $ - $ 114,896 Total assets $ 114,896 $ - $ - $ 114,896 Liabilities: Common Stock warrant liability - Public Warrants 10,810 - - 10,810 Common Stock warrant liability - Private Warrants - 6,204 - 6,204 Total liabilities $ 10,810 $ 6,204 $ - $ 17,014 December 31, 2020 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 16,954 $ - $ - $ 16,954 Total assets $ 16,954 $ - $ - $ 16,954 Liabilities: Preferred stock warrant liability $ - $ - $ 2,993 $ 2,993 Total liabilities $ - $ - $ 2,993 $ 2,993 Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Common Stock warrant liability for the Public Warrants (as defined below) as of September 30, 2021 is also included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Private Placement Warrants (as defined below) are included within Level 2 of the fair value hierarchy as the Company determined that the Private Placement Warrants are economically equivalent to the Public Warrants and estimated the fair value of the Private Placement Warrants based on the quoted market price of the Public Warrants. The Company has previously presented the fair value measurement of the preferred stock warrant liability as of December 31, 2020 as a Level 3 measurement, relying on unobservable inputs reflecting the Company’s own assumptions. Level 3 measurements, which are not based on quoted prices in active markets, introduce a higher degree of subjectivity and may be more sensitive to fluctuations in stock price, volatility rates, and U.S. Treasury Bond rates. The Company re-measured the preferred stock warrant liability to its estimated fair value as of December 31, 2020, using the Black-Scholes option pricing model with the following assumptions: December 31, 2020 Series A preferred stock value per share $ 7.47 Exercise price of warrants 0.76 Term in years 5.75 Risk-free interest rate 2.97 % Volatility 67.00 % Dividend yield 0.00 % Upon settlement of the preferred stock warrants immediately prior to the Merger, the preferred stock warrant liability was determined using the value of the Old Owlet shares received by the warrant holders (see Note 2). The following table presents a reconciliation of the Company’s preferred stock warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of: September 30, 2021 Preferred Stock Warrant Liability Balance as of December 31, 2020 $ 2,993 Change in fair value included in other income 5,578 Conversion of preferred stock warrants in connection with the reverse recapitalization ( 8,571 ) Balance as of September 30, 2021 $ - December 31, 2020 Preferred Stock Warrant Liability Balance as of December 31, 2019 $ 1,041 Change in fair value upon re-measurement (1) 1,952 Balance as of December 31, 2020 $ 2,993 (1) The related preferred stock mark to market adjustment recorded in other income (expense) was $ 1 and $ 9 for the three and nine months ended September 30, 2020, respectively. There were no transfers between Level 1 and Level 2 in the period reported. There were no transfers into or out of Level 3 in the period reported. |
Segments | Segments The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources, making operating decisions, and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in these unaudited condensed consolidated financial statements. Revenue by geographic area is based on the delivery address of the customer and is summarized as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 28,174 $ 19,937 $ 71,876 $ 51,915 International 3,331 1,232 6,478 2,490 Total revenues $ 31,505 $ 21,169 $ 78,354 $ 54,405 Other than the United States, no individual country exceeded 10 % of total revenues for the three and nine months ended September 30, 2021 and 2020. The Company’s long-lived assets are composed of property and equipment, net, and are summarized by geographic area as follows as of (in thousands): September 30, 2021 December 31, 2020 United States $ 659 $ 528 Thailand 213 1,104 Mexico 611 - China 406 86 Total property and equipment, net $ 1,889 $ 1,718 |
Significant Accounting Policies | Significant Accounting Policies Other than policies outlined throughout the notes to the financial statements, there have been no significant changes from the significant accounting policies and estimates disclosed in the Amended Form S-4, Proxy Statement and Prospectus, dated June 15, 2021. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which updated guidance modifying certain fair value measurement disclosures. The guidance contains additional disclosures to enable users of the financial statements to better understand the entity’s assumptions used to develop significant unobservable inputs for Level 3 fair value measurements, but also eliminates the requirement for entities to disclose the amount of and reasons for transfers between Level 1 and Level 2 investments within the fair value hierarchy. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company elected to adopt the new guidance as of January 1, 2020. Adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). ASU 2018-15 clarifies the accounting for implementation costs in cloud computing arrangements. The effective date of this update is for fiscal years beginning after December 15, 2020 and interim periods therein. The Company adopted the new guidance as of January 1, 2021. Adoption did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The effective date of this update is for fiscal years beginning after December 15, 2021 and interim periods therein. The Company is currently assessing the impact of adopting this standard on the Company’s condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. This guidance will be effective for annual reporting periods beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the impact of the guidance on its condensed consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. The guidance will be effective for annual reporting periods beginning after December 15, 2021. Early adoption is permitted. The Company is currently assessing the impact of this guidance on its condensed consolidated financial statements and disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The guidance was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform—Scope, which clarified the scope and application of the original guidance. The Company will adopt these standards when LIBOR is discontinued and does not expect them to have a significant impact on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments by removing major separation models required under current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods. Early adoption is permitted. The Company is currently assessing the impact of adoption of this standard on the Company’s condensed consolidated financial statements and related disclosures. |
Description of Organization a_3
Description of Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Summary of Assets and Liabilities Fair Value Measurement | September 30, 2021 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 114,896 $ - $ - $ 114,896 Total assets $ 114,896 $ - $ - $ 114,896 Liabilities: Common Stock warrant liability - Public Warrants 10,810 - - 10,810 Common Stock warrant liability - Private Warrants - 6,204 - 6,204 Total liabilities $ 10,810 $ 6,204 $ - $ 17,014 December 31, 2020 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 16,954 $ - $ - $ 16,954 Total assets $ 16,954 $ - $ - $ 16,954 Liabilities: Preferred stock warrant liability $ - $ - $ 2,993 $ 2,993 Total liabilities $ - $ - $ 2,993 $ 2,993 |
Schedule of Black-scholes Option Pricing Model Assumptions | The Company re-measured the preferred stock warrant liability to its estimated fair value as of December 31, 2020, using the Black-Scholes option pricing model with the following assumptions: December 31, 2020 Series A preferred stock value per share $ 7.47 Exercise price of warrants 0.76 Term in years 5.75 Risk-free interest rate 2.97 % Volatility 67.00 % Dividend yield 0.00 % |
Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input | The following table presents a reconciliation of the Company’s preferred stock warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of: September 30, 2021 Preferred Stock Warrant Liability Balance as of December 31, 2020 $ 2,993 Change in fair value included in other income 5,578 Conversion of preferred stock warrants in connection with the reverse recapitalization ( 8,571 ) Balance as of September 30, 2021 $ - December 31, 2020 Preferred Stock Warrant Liability Balance as of December 31, 2019 $ 1,041 Change in fair value upon re-measurement (1) 1,952 Balance as of December 31, 2020 $ 2,993 (1) The related preferred stock mark to market adjustment recorded in other income (expense) was $ 1 and $ 9 for the three and nine months ended September 30, 2020, respectively. |
Schedule of Geographical Disaggregation of Revenue | Revenue by geographic area is based on the delivery address of the customer and is summarized as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 28,174 $ 19,937 $ 71,876 $ 51,915 International 3,331 1,232 6,478 2,490 Total revenues $ 31,505 $ 21,169 $ 78,354 $ 54,405 |
Schedule of Long-Lived Assets by Geographical Area | The Company’s long-lived assets are composed of property and equipment, net, and are summarized by geographic area as follows as of (in thousands): September 30, 2021 December 31, 2020 United States $ 659 $ 528 Thailand 213 1,104 Mexico 611 - China 406 86 Total property and equipment, net $ 1,889 $ 1,718 |
Merger (Tables)
Merger (Tables) | Jul. 15, 2021 |
Business Combinations [Abstract] | |
Summary of Shares of Common Stock Issued and Outstanding in Business Combination | The following summarizes the shares of Common Stock issued and outstanding immediately after the Merger: Owlet equityholders (1) 90,824,573 81 % SBG public stockholders 3,241,227 3 % Founder Shares (2) 5,750,000 5 % PIPE investors 12,968,000 11 % Owlet common stock immediately after Merger (3) 112,783,800 100 % (1) Excludes 3,150,463 shares of Common Stock underlying outstanding Owlet option awards. (2) Includes 2,807,500 Earnout Shares which were outstanding but remained subject to price-based performance vesting terms as described in Note 10 . (3) The SBG public stockholders, Founder Shares and Pipe investors are presented combined in the Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) on the line item Reverse recapitalization transaction, net of fees. Owlet equityholders shares can be found on the same statement and comprise June 30, 2021 ending balance of Common stock, Conversion of redeemable convertible preferred stock into common stock, Conversion of convertible promissory note to common stock, Conversion of preferred stock warrants and common stock warrants to common stock, and 61,468 shares issued upon exercise of stock options prior to the Merger. |
Certain Balance Sheet Accounts
Certain Balance Sheet Accounts (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
Components of Inventories | Inventory consisted of the following as of: September 30, 2021 December 31, 2020 Finished goods $ 9,219 $ 7,331 Raw materials 1,006 581 Total inventory $ 10,225 $ 7,912 |
Schedule of Capitalized Transaction Costs | Capitalized transaction costs consisted of the following as of: September 30, 2021 December 31, 2020 Capitalized transaction costs $ — $ 522 |
Schedule of Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of: September 30, 2021 December 31, 2020 Prepaid insurance $ 4,531 $ 499 Prepaid expenses 872 163 Prepaid hosting 527 369 Point of purchase ("POP") displays 488 376 Prepaid inventory 387 - Right of return asset 282 146 Other current assets 1 93 Total prepaid expenses and other current assets $ 7,088 $ 1,646 |
Schedule of Property and Equipment | Property and equipment consisted of the following as of: September 30, 2021 December 31, 2020 Tooling and manufacturing equipment $ 2,220 $ 1,731 Furniture and fixtures 569 569 Computer equipment 471 214 Software 213 213 Leasehold improvements 26 9 Total property and equipment 3,499 2,736 Less accumulated depreciation and amortization ( 1,610 ) ( 1,018 ) Property and equipment, net $ 1,889 $ 1,718 |
Schedule of Intangible Assets | Intangible assets consisted of the following as of: September 30, 2021 Gross Accumulated Net Patents and trademarks $ 602 $ ( 151 ) $ 451 Film production costs 277 ( 140 ) 137 Total intangible assets $ 879 $ ( 291 ) $ 588 December 31, 2020 Gross Accumulated Net Patents and trademarks $ 511 $ ( 119 ) $ 392 Film production costs 278 ( 65 ) 213 Total intangible assets $ 789 $ ( 184 ) $ 605 |
Summary of Amortization Expenses | The future aggregate amounts of amortization expense to be recognized related to finite-lived intangible assets as of September 30, 2021 is as follows for the: Years Ending December 31: Amount Remainder of 2021 $ 38 2022 152 2023 46 2024 44 2025 44 Thereafter 103 $ 427 |
Schedule of Internally Developed Software | Internally developed software was the following as of: September 30, 2021 December 31, 2020 Internally developed software $ 617 $ - |
Schedule of Accrued and Other Expenses | Accrued and other expenses consisted of the following as of: September 30, 2021 December 31, 2020 Accrued and other expenses: Accrued sales returns $ 4,022 $ 2,844 Discounts and allowances 4,009 1,747 Payroll liabilities 2,689 1,768 Sales tax payable 1,625 1,886 Accrued warranty 1,190 924 Other accrued expenses 3,896 1,423 Total accrued expenses $ 17,431 $ 10,592 |
Schedule of Accrued Warranty | Changes in accrued warranty were as follows: For the Three Months Ended September 30, 2021 2020 Accrued warranty, beginning of period $ 992 $ 892 Provision for warranties issued during the period 485 334 Settlements of warranty claims during the period ( 287 ) ( 300 ) Accrued warranty, end of period $ 1,190 $ 926 For the Nine Months Ended September 30, 2021 2020 Accrued warranty, beginning of period $ 924 $ 378 Provision for warranties issued during the period 708 1,427 Settlements of warranty claims during the period ( 442 ) ( 879 ) Accrued warranty, end of period $ 1,190 $ 926 |
Deferred Revenues (Tables)
Deferred Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Revenue [Abstract] | |
Summary of Changes in the total deferred revenues balance | Changes in the total deferred revenues balance were as follows: For the Three Months Ended September 30, 2021 2020 Beginning balance $ 1,831 $ 1,151 Deferral of revenues 1,410 772 Recognition of deferred revenues ( 1,167 ) ( 589 ) Ending balance $ 2,074 $ 1,334 For the Nine Months Ended September 30, 2021 2020 Beginning balance $ 1,802 $ 853 Deferral of revenues 3,428 1,938 Recognition of deferred revenues ( 3,156 ) ( 1,457 ) Ending balance $ 2,074 $ 1,334 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of the Company's Long-term Indebtedness | The following is a summary of the Company’s long-term indebtedness as of: September 30, 2021 December 31, 2020 Term note payable to SVB, maturing on April 1, 2024 $ 15,000 $ 10,000 Financed insurance premium 3,935 320 Small Business Administration Paycheck Protection Program note payable, maturing on April 22, 2022 - 2,075 Total debt 18,935 12,395 Less current portion ( 9,435 ) ( 2,024 ) Less debt discount - ( 187 ) Less debt issuance costs ( 8 ) ( 4 ) Total long-term debt, net $ 9,492 $ 10,180 |
Summary of Future Aggregate Maturities of Notes Payable | As of September 30, 2021, future aggregate maturities of Term Notes and Financed Insurance Premium payables were as follows: Years Ending December 31, Amount Remainder of 2021 $ 2,401 2022 8,534 2023 6,000 2024 2,000 Total $ 18,935 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | As of September 30, 2021, future minimum lease payments under non-cancelable operating leases with terms of one year or more are as follows: Years Ending December 31: Amount Remainder of 2021 $ 349 2022 1,541 2023 1,587 2024 953 Total $ 4,430 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | Share information, liquidation preference, and conversion rates by each series of convertible preferred stock class as of December 31, 2020 were as follows (in thousands, except share and per share amounts): Issue Price Shares Shares Issued and Outstanding Liquidation Preference Series A $ 0.3709 13,173,360 26,157,622 $ 9,702 Series A-1 0.7039 9,856,925 20,238,201 14,245 Series B 1.5366 6,022,956 12,366,306 19,000 Series B-1 1.2293 1,484,117 3,047,183 3,745 30,537,358 61,809,312 $ 46,692 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Common Stock Options Outstanding and related Activity | The following table sets forth the outstanding common stock options and related activity for the nine months ended September 30, 2021: Number of Options Weighted Average Exercise Prices Weighted Average Remaining Contractual Terms (years) Aggregate Intrinsic Values Balance as of December 31, 2020 10,215,834 $ 0.45 7.29 $ 99,296 Granted 1,736,755 7.13 Exercised ( 526,819 ) 0.66 1,537 Canceled ( 1,735,341 ) 0.66 Expired ( 7,560 ) 0.12 Balance as of September 30, 2021 9,682,869 $ 1.60 6.94 $ 41,252 Options vested and exercisable as of September 30, 2021 6,325,893 $ 0.56 5.97 $ 32,158 |
Schedule of Stock-based Compensation Expense | Stock-based compensation was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 General and administrative $ 347 $ 50 $ 1,095 $ 150 Sales and marketing 127 112 489 312 Research and development 223 86 726 240 Total stock-based compensation $ 697 $ 248 $ 2,310 $ 702 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Net Loss Attributable to Common Stockholders | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ ( 34,456 ) $ ( 1,501 ) $ ( 47,647 ) $ ( 4,723 ) Denominator: Weighted-average common shares used in computed net loss per share attributable to common stockholders basic and diluted 96,681,887 22,016,451 47,421,668 21,925,268 Net loss per share attributable to common stockholders basic and diluted $ ( 0.36 ) $ ( 0.07 ) $ ( 1.00 ) $ ( 0.22 ) |
Summary of Potentially Dilutive Common Stock Equivalents | The following table presents outstanding potentially dilutive common stock equivalents that have been excluded from the computation of diluted net loss per share attributable to common stockholders due to their anti-dilutive effect as of: September 30, 2021 September 30, 2020 Old Owlet convertible notes - 4,467,971 Old Owlet preferred stock - 61,809,312 Old Owlet common stock warrants - 942,623 Old Owlet preferred stock warrants - 889,765 Common stock warrants 18,100,000 - Total 18,100,000 68,109,671 |
Description of Organization a_4
Description of Organization and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||||
Accumulated deficit | $ (119,366) | $ (119,366) | $ (71,718) | ||
Proceeds from Business Combination | $ 133,663 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Warrant [Member] | |||||
Concentration Risk [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Other than US [Member] | Revenue [Member] | Geographic Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage of total revenue | 10.00% | 10.00% | 10.00% | 10.00% |
Description of Organization a_5
Description of Organization and Summary of Significant Accounting Policies - Summary of Assets and Liabilities Fair Value Measurement (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 114,896 | $ 16,954 |
Total liabilities | 17,014 | 2,993 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 114,896 | 16,954 |
Preferred Stock Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 2,993 | |
Common Stock Warrant Liability - Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 10,810 | |
Common Stock Warrant Liability - Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 6,204 | |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 114,896 | 16,954 |
Total liabilities | 10,810 | 0 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 114,896 | 16,954 |
Level 1 [Member] | Preferred Stock Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 1 [Member] | Common Stock Warrant Liability - Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 10,810 | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | |
Total liabilities | 6,204 | 0 |
Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 2 [Member] | Preferred Stock Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 2 [Member] | Common Stock Warrant Liability - Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 6,204 | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | |
Total liabilities | 0 | 2,993 |
Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 3 [Member] | Preferred Stock Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 2,993 | |
Level 3 [Member] | Common Stock Warrant Liability - Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 0 |
Description of Organization a_6
Description of Organization and Summary of Significant Accounting Policies - Schedule of Black-scholes Option Pricing Model Assumptions (Details) | Jul. 15, 2021 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | 7.47 |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | 0.76 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input term | 5 years 9 months |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | 2.97 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | 67 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | 0 |
Description of Organization a_7
Description of Organization and Summary of Significant Accounting Policies - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input (Details) - Preferred Stock Warrant Liability [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 2,993 | $ 1,041 | |
Change in fair value included in other income | 5,578 | 1,952 | [1] |
Conversion of preferred stock warrants in connection with the reverse recapitalization | (8,571) | ||
Ending Balance | $ 0 | $ 2,993 | |
[1] | The related preferred stock mark to market adjustment recorded in other income (expense) was $ 1 and $ 9 for the three and nine months ended September 30, 2020, respectively. |
Description of Organization a_8
Description of Organization and Summary of Significant Accounting Policies - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Preferred stock adjustments other income (expense) | $ 1 | $ 9 |
Description of Organization a_9
Description of Organization and Summary of Significant Accounting Policies - Schedule of Geographical Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 31,505 | $ 21,169 | $ 78,354 | $ 54,405 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 28,174 | 19,937 | 71,876 | 51,915 |
International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 3,331 | $ 1,232 | $ 6,478 | $ 2,490 |
Description of Organization _10
Description of Organization and Summary of Significant Accounting Policies - Schedule of Long-Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 1,889 | $ 1,718 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 659 | 528 |
Thailand [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 213 | 1,104 |
Mexico [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 611 | 0 |
China [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 406 | $ 86 |
Description of Organization _11
Description of Organization And Summary of Significant Accounting Policies (Details) | Sep. 17, 2020USD ($)$ / shares |
Private Placement Warrant [Member] | |
Description of Organization and Business Operations [Abstract] | |
Issue price | $ 1 |
Gross proceeds from issuance of warrants | $ | $ 6,600,000 |
Initial Public Offering [Member] | Public Shares [Member] | |
Description of Organization and Business Operations [Abstract] | |
Issue price | $ 10 |
Over-Allotment Option [Member] | Public Shares [Member] | |
Description of Organization and Business Operations [Abstract] | |
Issue price | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 17, 2020 | |
Net Income (Loss) per Common Share [Abstract] | ||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 18,100,000 | 68,109,671 | ||||||||
Numerator [Abstract] | ||||||||||
Net loss | $ (34,456) | $ (5,335) | $ (7,857) | $ (1,501) | $ (1,094) | $ (2,128) | $ (47,647) | $ (4,723) | ||
Denominator [Abstract] | ||||||||||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.36) | $ (0.07) | $ (1) | $ (0.22) | ||||||
Class A Common Stock Subject to Possible Redemption [Abstract] | ||||||||||
Temporary equity, shares outstanding | 61,809,312 | |||||||||
Private Placement Warrants [Member] | ||||||||||
Class A Common Stock Subject to Possible Redemption [Abstract] | ||||||||||
Temporary equity, shares outstanding | 6,600,000 | |||||||||
Private Placement Warrants [Member] | Class A Redeemable Common Stock [Member] | ||||||||||
Net Income (Loss) per Common Share [Abstract] | ||||||||||
Exercise price of warrants | $ 11.50 | $ 11.50 |
Merger (Details)
Merger (Details) $ / shares in Units, $ in Thousands | Jul. 15, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 61,468 | 61,468 | ||||
Reverse recapitalization transaction | $ 101,035 | |||||
Proceeds from reverse recapitalization and PIPE financing | $ 133,663 | $ 133,663 | $ 0 | |||
Payments for cash payout of stock options as a result of the Merger | 22,806 | |||||
Additional Paid in Capital | 196,330 | 196,330 | $ 3,707 | |||
Deferred transaction costs | 11,836 | |||||
Cash payout of options during merger | 9,890 | 0 | ||||
General and Administrative Expense | $ 9,250 | $ 3,173 | $ 22,516 | $ 8,593 | ||
Number of shares vested | shares | 496,717 | |||||
Consideration received | $ 9,890 | |||||
Numbers shares subject to vesting | shares | 2,807,500 | 2,807,500 | ||||
Assumed current assets and liabilities | $ 66 | $ 66 | ||||
Gross proceeds from merger | 145,499 | |||||
General and Administrative Expense [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Deferred transaction costs | 5,370 | |||||
Additional Paid-in Capital [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Reverse recapitalization transaction | 101,033 | 101,033 | ||||
Minimum [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Deferred transaction costs | 11,836 | |||||
Sandbridge [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
General and Administrative Expense | $ 1,279 | $ 5,306 | ||||
Sale of stock, consideration received | $ 197,588 | |||||
Sale of stock, price per share | $ / shares | $ 10 | |||||
Number of shares subject to forfeiture (in shares) | shares | 2,807,500 | 2,807,500 | ||||
Numbers shares subject to vesting | shares | 2,807,500 | 2,807,500 | ||||
Transaction cost | $ 17,206 | |||||
Gross proceeds from initial public offering | $ 213,407 | |||||
Redemption of stock, cash paid | $ 197,588 | |||||
Common Class A [Member] | Sandbridge [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock redeemed or called during period, shares | shares | 19,758,773 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 3,241,227 | |||||
Common Class B [Member] | Sandbridge [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares subject to forfeiture (in shares) | shares | 2,807,500 | |||||
Numbers shares subject to vesting | shares | 2,807,500 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 5,750,000 | |||||
PIPE Investors [Member] | Sandbridge [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from reverse recapitalization and PIPE financing | $ 129,680 | |||||
Sale of stock, Number of shares issued in transaction | shares | 12,968,000 | |||||
Consideration received | $ 129,680 | |||||
Sale of stock, price per share | $ / shares | $ 10 | |||||
Old Owlet [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred Stock, Conversion Basis | All 30,104,000 outstanding shares of Old Owlet redeemable convertible preferred stock were converted into an equivalent number of shares of Old Owlet common stock on a one-to-one basis. | |||||
Preferred Stock, Convertible, Conversion Price | $ / shares | $ 3.1546 | |||||
Warrants exercised | shares | 429,314 | |||||
Number of common stock exchanged | shares | 90,824,573 | |||||
Convertible preferred stock, conversion ratio | 2.053 | |||||
Sale of stock, price per share | $ / shares | $ 20.53 | |||||
Old Owlet [Member] | Common Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock shares outstanding | shares | 30,104,000 | |||||
Old Owlet [Member] | Common Class B [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock shares outstanding | shares | 30,104,000 | |||||
Old Owlet [Member] | Series A Preferred Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants exercised | shares | 433,356 | |||||
Amount of warrant consideration and settled | $ 0 | |||||
Old Owlet [Member] | Related Party Convertible Promissory [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Principal And Accrued Interest | 7,122 | |||||
Amount of convertible notes redeemed for cash | $ 2 |
Merger - Summary of Shares of C
Merger - Summary of Shares of Common Stock Issued and Outstanding in Business Combination (Details) | Jul. 15, 2021shares | |
Business Acquisition [Line Items] | ||
Owlet equityholders | 90,824,573 | [1] |
Sponsor & related parties | 5,750,000 | [2] |
Owlet Common Stock at Closing | 112,783,800 | |
Owlet equityholders | 81.00% | [1] |
Sponsor & related parties | 5.00% | [2] |
Owlet Common Stock at Closing | 100.00% | |
Sandbridge [Member] | ||
Business Acquisition [Line Items] | ||
Sandbridge's public stockholders | 3,241,227 | |
Sandbridge's public stockholders | 3.00% | |
PIPE Investors [Member] | ||
Business Acquisition [Line Items] | ||
PIPE investors | 12,968,000 | |
PIPE investors | 11.00% | |
[1] | Excludes 3,150,463 shares of Common Stock underlying outstanding Owlet option awards. | |
[2] | Includes 2,807,500 Earnout Shares which were outstanding but remained subject to price-based performance vesting terms as described in Note 10 |
Merger - Summary of Shares of_2
Merger - Summary of Shares of Common Stock Issued and Outstanding in Business Combination (Parenthetical) (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of options outstanding | 9,682,869 | 10,215,834 |
Common stock, shares outstanding (in shares) | 112,818,724 | 22,118,619 |
Old Owlet [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of options outstanding | 3,150,463 | |
Common stock, shares outstanding (in shares) | 2,807,500 |
Certain Balance Sheet Account_2
Certain Balance Sheet Accounts - Components of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Finished goods | $ 9,219 | $ 7,331 |
Raw materials | 1,006 | 581 |
Total inventory | $ 10,225 | $ 7,912 |
Certain Balance Sheet Account_3
Certain Balance Sheet Accounts - Schedule of Capitalized transaction costs (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Capitalized transaction costs | $ 0 | $ 522 |
Certain Balance Sheet Account_4
Certain Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Prepaid insurance | $ 4,531 | $ 499 |
Prepaid expenses | 872 | 163 |
Prepaid hosting | 527 | 369 |
Point of purchase ("POP") displays | 488 | 376 |
Prepaid Inventory | 387 | 0 |
Right of return asset | 282 | 146 |
Other current assets | 1 | 93 |
Total prepaid expenses and other current assets | $ 7,088 | $ 1,646 |
Certain Balance Sheet Account_5
Certain Balance Sheet Accounts - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,499 | $ 2,736 |
Less accumulated depreciation and amortization | (1,610) | (1,018) |
Property and equipment, net | 1,889 | 1,718 |
Tooling and Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,220 | 1,731 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 569 | 569 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 471 | 214 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 213 | 213 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 26 | $ 9 |
Certain Balance Sheet Account_6
Certain Balance Sheet Accounts - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Capitalized transaction costs | $ 0 | $ 0 | $ 522 | ||
Amortization expense | 37 | $ 29 | 108 | $ 74 | |
Old Owlet [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized transaction costs | 11,836 | 11,836 | |||
Film Production Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization expense | 26 | 18 | 76 | 41 | |
Patents and Trademarks [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Legal costs | 161 | ||||
Tooling and Manufacturing Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization expense | 160 | 152 | 457 | 308 | |
Internally Developed Software [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization expense | 0 | 0 | |||
Property and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization expense | $ 253 | $ 230 | $ 691 | $ 547 |
Certain Balance Sheet Account_7
Certain Balance Sheet Accounts - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 879 | $ 789 |
Accumulated Amortization | (291) | (184) |
Net | 588 | 605 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 602 | 511 |
Accumulated Amortization | (151) | (119) |
Net | 451 | 392 |
Film Production Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 277 | 278 |
Accumulated Amortization | (140) | (65) |
Net | $ 137 | $ 213 |
Certain Balance Sheet Account_8
Certain Balance Sheet Accounts - Schedule of Estimated Annual Amortization Expense Related to Other Intangible Assets (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2021 | $ 38 |
2022 | 152 |
2023 | 46 |
2024 | 44 |
2025 | 44 |
Thereafter | 103 |
Finite lived intangible assets remaining amortization | $ 427 |
Certain Balance Sheet Account_9
Certain Balance Sheet Accounts - Internally Developed Software (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Internally Developed Software [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 617 | $ 0 |
Certain Balance Sheet Accoun_10
Certain Balance Sheet Accounts - Summarry of Accrued and Other Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued sales returns | $ 4,022 | $ 2,844 |
Discounts and allowances | 4,009 | 1,747 |
Payroll liabilities | 2,689 | 1,768 |
Sales tax payable | 1,625 | 1,886 |
Accrued warranty | 1,190 | 924 |
Other accrued expenses | 3,896 | 1,423 |
Total accrued expenses | $ 17,431 | $ 10,592 |
Certain Balance Sheet Accoun_11
Certain Balance Sheet Accounts - Summary of Changes In Accrued Warranty (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accured Warranty Abstract | ||||
Accrued warranty, beginning of period | $ 992 | $ 892 | $ 924 | $ 378 |
Provision for warranties issued during the period | 485 | 334 | 708 | 1,427 |
Settlements of warranty claims during the period | (287) | (300) | (442) | (879) |
Accrued warranty, end of period | $ 1,190 | $ 926 | $ 1,190 | $ 926 |
Deferred Revenues (Details)
Deferred Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Deferred Revenue, Revenue Recognized | $ 848 | $ 426 | $ 1,502 | $ 585 |
Minimum [Member] | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Service period of the performance obligations | 5 months | 5 months | ||
Maximum [Member] | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Service period of the performance obligations | 27 months | 27 months |
Deferred Revenues- Summary of C
Deferred Revenues- Summary of Changes in the Total Deffered Revenues Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Deferred Revenue [Abstract] | ||||
Beginning balance | $ 1,831 | $ 1,151 | $ 1,802 | $ 853 |
Deferral of revenues | 1,410 | 772 | 3,428 | 1,938 |
Recognition of deferred revenues | 1,167 | 589 | 3,156 | 1,457 |
Ending balance | $ 2,074 | $ 1,334 | $ 2,074 | $ 1,334 |
Debt - Summary of the Company's
Debt - Summary of the Company's Long-term Indebtedness (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Total debt | $ 18,935 | $ 12,395 |
Less current portion | (9,435) | (2,024) |
Less debt discount | (187) | |
Less debt issuance costs | (8) | (4) |
Total long-term debt, net | 9,492 | 10,180 |
Term Note Payable to SVB [Member] | ||
Line of Credit Facility [Line Items] | ||
Total debt | 15,000 | 10,000 |
Financed Insurance Premium [Member] | ||
Line of Credit Facility [Line Items] | ||
Total debt | $ 3,935 | 320 |
Small Business Administration Paycheck Protection Program Note Payable [Member] | ||
Line of Credit Facility [Line Items] | ||
Total debt | $ 2,075 |
Debt (Details)
Debt (Details) $ in Thousands | Nov. 01, 2021 | Sep. 20, 2021 | Aug. 12, 2021 | Jun. 15, 2021USD ($) | May 25, 2021USD ($) | May 14, 2021 | Oct. 22, 2020 | Apr. 22, 2020USD ($) | May 31, 2021USD ($) | Sep. 30, 2020 | Apr. 30, 2020USD ($) | Sep. 30, 2021USD ($)Payment | Sep. 30, 2020USD ($)Payment | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ (182) | $ (172) | |||||||||||||
Cash and cash availability | 114,896 | 114,896 | $ 17,009 | ||||||||||||||
Proceeds from lines of credit | 8,182 | 10,533 | |||||||||||||||
Total debt | 18,935 | 18,935 | 12,395 | ||||||||||||||
Line of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Borrowing capacity | 17,500 | $ 17,500 | |||||||||||||||
Debt instrument, Maturity date | Apr. 22, 2024 | ||||||||||||||||
Line of credit facility, Description | the Company's line of credit (the "SVB Revolver") had a borrowing capacity of $17,500 and a maturity date of April 22, 2024. As of September 30, 2021, the SVB Revolver bore interest at an annual rate equal to (i) the greater of the bank’s prime rate plus 0.75% or 5.50% when the streamline period is in effect and (ii) the greater of the bank’s prime rate plus 1.25% or 6.00% at all other times. Each streamline period commences the first day of the month following a written report of the Company’s liquidity and ends the first day after the Company fails to maintain a required cash and cash availability streamline threshold, provided no event of default has occurred and is continuing. If an event of default has occurred and is continuing, SVB may maintain the Company’s streamline status at its discretion | ||||||||||||||||
Cash and cash availability | $ 5,000 | 8,000 | $ 8,000 | 7,000 | $ 6,000 | ||||||||||||
Draw against line of credit | 11,125 | $ 11,125 | 9,700 | ||||||||||||||
Proceeds from lines of credit | $ 50,000 | ||||||||||||||||
Line of credit facility, Initiation date | May 31, 2021 | Apr. 22, 2022 | |||||||||||||||
Line of credit facility, Expiration date | Jul. 31, 2021 | Apr. 22, 2024 | |||||||||||||||
Line of credit facility, Extended initiation date | Sep. 30, 2021 | Aug. 15, 2021 | Jul. 15, 2021 | ||||||||||||||
Line of credit facility, Extended expiration date | Nov. 15, 2021 | Sep. 30, 2021 | Aug. 15, 2021 | ||||||||||||||
Term Note Payable to SVB [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loss on extinguishment of debt | 0 | $ 182 | $ 172 | ||||||||||||||
Additional borrowing | $ 5,000 | $ 1,000 | 2,000 | ||||||||||||||
Debt instrument repayment term | 30 months | 36 months | |||||||||||||||
Borrowing capacity | 2,000 | ||||||||||||||||
Debt instrument, Maturity date | Apr. 1, 2024 | ||||||||||||||||
Aggregate principal amount | 15,000 | 15,000 | 10,000 | ||||||||||||||
Total debt | 15,000 | 15,000 | 10,000 | ||||||||||||||
Small Business Administration Paycheck Protection Program Note Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||
Proceeds from issuance of debt | $ 2,075 | ||||||||||||||||
Received forgiveness from loan | 2,098 | ||||||||||||||||
Received forgiveness of loan, principal amount | $ 2,075 | ||||||||||||||||
Received forgiveness of loan, interest amount | $ 24 | ||||||||||||||||
Total debt | 2,075 | ||||||||||||||||
Financed Insurance Premium [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Financed insurance liability to be paid | $ 4,699 | $ 637 | |||||||||||||||
Number of monthly payments | Payment | 10 | 10 | |||||||||||||||
Financed insurance premium accrued interest rate | 4.09% | 3.59% | |||||||||||||||
Total debt | $ 3,935 | $ 3,935 | $ 320 | ||||||||||||||
Maximum [Member] | Line of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 6.00% | 6.00% | |||||||||||||||
Borrowing capacity | 17,500 | $ 8,000 | $ 8,000 | ||||||||||||||
Minimum [Member] | Line of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 1.25% | 1.25% | |||||||||||||||
Borrowing capacity | $ 12,500 | $ 7,000 | $ 7,000 | ||||||||||||||
Prime Rate [Member] | Maximum [Member] | Line of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 5.50% | 5.50% | |||||||||||||||
Prime Rate [Member] | Maximum [Member] | Term Note Payable to SVB [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, Basis spread on variable rate | 6.50% | 7.50% | |||||||||||||||
Prime Rate [Member] | Minimum [Member] | Line of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 0.75% | 0.75% | |||||||||||||||
Prime Rate [Member] | Minimum [Member] | Term Note Payable to SVB [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, Basis spread on variable rate | 3.50% | 4.50% |
Debt - Summary of Future Aggreg
Debt - Summary of Future Aggregate Maturities of Notes Payable (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2021 | $ 2,401 |
2022 | 8,534 |
2023 | 6,000 |
2024 | 2,000 |
Total | $ 18,935 |
Private Placement (Details)
Private Placement (Details) - Private Placement Warrants [Member] - USD ($) | Sep. 17, 2020 | Sep. 30, 2021 |
Private Placement Warrants [Abstract] | ||
Issue price | $ 1 | |
Gross proceeds from issuance of warrants | $ 6,600,000 | |
Common Class A [Member] | ||
Private Placement Warrants [Abstract] | ||
Exercise price of warrants | $ 11.50 |
Related Party Transactions, Con
Related Party Transactions, Convertible Promissory Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Conversion price | $ 3.1546 | $ 3.1546 | ||||
Convertible notes payable | $ 2 | |||||
Interest expense from contingent beneficial conversion feature | $ 26,061 | $ 0 | $ 26,061 | $ 0 | ||
Related Party Convertible Promissory [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable, Related parties | $ 6,500 | |||||
Interest rate | 5.00% | 5.00% | ||||
Accrued interest on convertible promissory notes | 621 | 447 | ||||
Unamortized debt issuance cost | $ 3 | $ 13 | ||||
Percentage of convertible preferred stock price per share to qualify for equity financing | 80.00% | |||||
Minimum amount of equity financing excluding conversion value of notes | $ 15,000 | |||||
Interest expense from contingent beneficial conversion feature | $ 26,061 | $ 26,061 |
Commitments and Contingencies,
Commitments and Contingencies, Underwriting Agreement (Details) (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Jul. 15, 2021 | |
Underwriting Agreement [Abstract] | ||||
Deferred underwriting fees | $ 7,150 | $ 7,150 | ||
Closing date of business combination | Jul. 15, 2021 | |||
Cloud Platform Services | ||||
Underwriting Agreement [Abstract] | ||||
Purchase Obligation | $ 5,000 | |||
Purchase Obligation to be paid Period | 36 months | |||
Future Product Manufacturing | ||||
Underwriting Agreement [Abstract] | ||||
Purchase Obligation | $ 1,600 | |||
Purchase Obligation to be paid Period | 12 months |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2021 | $ 349 |
2022 | 1,541 |
2023 | 1,587 |
2024 | 953 |
Total | $ 4,430 |
Commitments and Contingencies_2
Commitments and Contingencies, Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rental expense under operating leases | $ 371 | $ 381 | $ 1,111 | $ 828 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock (Details) | Sep. 30, 2021 | Jul. 15, 2021Rate | Dec. 31, 2020shares | Sep. 30, 2020 |
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized | 30,537,358 | |||
Temporary equity, shares issued | 61,809,312 | |||
Temporary equity, shares outstanding | 61,809,312 | |||
Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized | 30,537,358 | |||
Temporary equity, shares issued | 61,809,312 | |||
Temporary equity, shares outstanding | 61,809,312 | |||
Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, conversion ratio | 2.053 | 205.30% | 2.053 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2020USD ($)$ / sharesshares |
Temporary Equity [Line Items] | |
Shares authorized | 30,537,358 |
Shares issued | 61,809,312 |
Shares outstanding | 61,809,312 |
Liquidation preference | $ | $ 46,692 |
Series A | |
Temporary Equity [Line Items] | |
Issue price | $ / shares | $ 0.3709 |
Shares authorized | 13,173,360 |
Shares issued | 26,157,622 |
Shares outstanding | 26,157,622 |
Liquidation preference | $ | $ 9,702 |
Series A-1 | |
Temporary Equity [Line Items] | |
Issue price | $ / shares | $ 0.7039 |
Shares authorized | 9,856,925 |
Shares issued | 20,238,201 |
Shares outstanding | 20,238,201 |
Liquidation preference | $ | $ 14,245 |
Series B | |
Temporary Equity [Line Items] | |
Issue price | $ / shares | $ 1.5366 |
Shares authorized | 6,022,956 |
Shares issued | 12,366,306 |
Shares outstanding | 12,366,306 |
Liquidation preference | $ | $ 19,000 |
Series B-1 | |
Temporary Equity [Line Items] | |
Issue price | $ / shares | $ 1.2293 |
Shares authorized | 1,484,117 |
Shares issued | 3,047,183 |
Shares outstanding | 3,047,183 |
Liquidation preference | $ | $ 3,745 |
Stock Options - Additional Info
Stock Options - Additional Information (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($)shares | Jul. 15, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment award, number of shares available for grant | shares | 3,150,463 | |
Unrecognized Share-based compensation cost | $ | $ 7,105 | |
Unrecognized share-based compensation cost, period for recognition | 2 years 10 months 28 days | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Convertible preferred stock, conversion ratio | 2.053 |
Stock Options - Schedule of Com
Stock Options - Schedule of Common Stock Options Outstanding and related Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Beginning Balance | shares | 10,215,834 | |
Number of Options, Granted | shares | 1,736,755 | |
Number of Options, Exercised | shares | (526,819) | |
Number of Options, Canceled | shares | (1,735,341) | |
Number of Options, Expired | shares | (7,560) | |
Number of Options, Ending Balance | shares | 9,682,869 | 10,215,834 |
Number of Options, Vested and exercisable | shares | 6,325,893 | |
Weighted Average Exercise Prices, Beginning | $ / shares | $ 0.45 | |
Weighted Average Exercise Prices, Granted | $ / shares | 7.13 | |
Weighted Average Exercise Prices, Exercised | $ / shares | 0.66 | |
Weighted Average Exercise Prices, Canceled | $ / shares | 0.66 | |
Weighted Average Exercise Prices, Expired | $ / shares | 0.12 | |
Weighted Average Exercise Prices, Ending | $ / shares | 1.60 | $ 0.45 |
Weighted Average Exercise Prices, Vested and exercisable | $ / shares | $ 0.56 | |
Weighted Average Remaining Contractual Terms (years) | 6 years 11 months 8 days | 7 years 3 months 14 days |
Weighted Average Remaining Contractual Terms (years), Vested and exercisable | 5 years 11 months 19 days | |
Aggregate Intrinsic Values, Beginning | $ | $ 99,296 | |
Aggregate Intrinsic Values, Exercised | $ | 1,537 | |
Aggregate Intrinsic Values, Ending | $ | 41,252 | $ 99,296 |
Aggregate Intrinsic Values, Vested and exercisable | $ | $ 32,158 |
Stock Options - Stock-Based Com
Stock Options - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 697 | $ 248 | $ 2,310 | $ 702 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 347 | 50 | 1,095 | 150 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 127 | 112 | 489 | 312 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 223 | $ 86 | $ 726 | $ 240 |
Common Stock Warrants and Ear_2
Common Stock Warrants and Earnout Shares - Additional Information (Details) - USD ($) | Sep. 17, 2020 | Sep. 30, 2021 | Jul. 15, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Temporary equity, shares outstanding | 61,809,312 | |||
Period for warrants to become exercisable after IPO | 12 months | |||
Expiration period of warrants | 5 years | |||
Number of trading days | 20 days | |||
Numbers shares subject to vesting | 2,807,500 | |||
Sandbridge [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of stock, price per share | $ 10 | |||
Number of shares subject to forfeiture (in shares) | 2,807,500 | |||
Numbers shares subject to vesting | 2,807,500 | |||
Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Number of trading days | 30 days | |||
Common Class A [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant redemption price (in dollars per share) | $ 18 | |||
Common Class A [Member] | Redemption of Warrants When Price Exceeds $18.00 [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant redemption price (in dollars per share) | $ 0.01 | |||
Notice period to redeem warrants | 30 days | |||
Number of trading days | 20 days | |||
Trading day threshold period | 30 days | |||
Common Class A [Member] | Redemption of Warrants When Price Exceeds $18.00 [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Share Price | $ 18 | |||
Common Class A [Member] | Redemption of Warrants When Price Exceeds $10.00 [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant redemption price (in dollars per share) | $ 0.10 | |||
Notice period to redeem warrants | 30 days | |||
Share Price | $ 10 | |||
Public Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Temporary equity, shares outstanding | 11,500,000 | |||
Private Placement Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of number of warrants | 6,600,000 | |||
Gross proceeds from issuance of warrants | $ 6,600,000 | |||
Shares Issued, Price Per Share | $ 1 | |||
Temporary equity, shares outstanding | 6,600,000 | |||
Private Placement Warrant [Member] | Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrant (in dollars per share) | 11.50 | |||
Additional Offering [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant redemption price (in dollars per share) | $ 18 | |||
Additional Offering [Member] | Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Period for warrants to become exercisable | 30 days | |||
IPO [Member] | Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Number of securities called by each unit (in shares) | 1 | |||
Number of securities called by each warrant (in shares) | 1 | |||
IPO [Member] | Public Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Units issued (in shares) | 23,000,000 | |||
Shares Issued, Price Per Share | $ 10 | |||
IPO [Member] | Public Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrant (in dollars per share) | $ 11.50 | |||
Over-Allotment Option [Member] | Public Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Units issued (in shares) | 3,000,000 | |||
Shares Issued, Price Per Share | $ 10 | |||
12.50 Stock Price [Member] | ||||
Class of Stock [Line Items] | ||||
Share Price | $ 12.50 | |||
Numbers shares subject to vesting | 1,403,750 | |||
15.00 Stock Price [Member] | ||||
Class of Stock [Line Items] | ||||
Share Price | $ 15 | |||
Numbers shares subject to vesting | 1,403,750 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets Held-in-trust [Abstract] | ||
Assets, Fair Value Disclosure | $ 114,896 | $ 16,954 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets Held-in-trust [Abstract] | ||
Assets, Fair Value Disclosure | 114,896 | $ 16,954 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets Held-in-trust [Abstract] | ||
Assets, Fair Value Disclosure | 0 | |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets Held-in-trust [Abstract] | ||
Assets, Fair Value Disclosure | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
INCOME TAX [Abstract] | ||||
Income tax expense | $ (15) | $ 0 | $ (22) | $ 0 |
Percentage of pre-tax income | 0.04% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Summary of Computation of Net Loss Attributable To Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator [Abstract] | ||||||||
Net loss attributable to common stockholders | $ (34,456) | $ (5,335) | $ (7,857) | $ (1,501) | $ (1,094) | $ (2,128) | $ (47,647) | $ (4,723) |
Denominator [Abstract] | ||||||||
Weighted-average common shares used in computed net loss per share attributable to common stockholders basic and diluted | 96,681,887 | 22,016,451 | 47,421,668 | 21,925,268 | ||||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.36) | $ (0.07) | $ (1) | $ (0.22) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Summary of Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 18,100,000 | 68,109,671 |
Preferred Stock [Member] | Old Owlet [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 61,809,312 | |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 18,100,000 | |
Common Stock Warrants [Member] | Old Owlet [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 942,623 | |
Preferred Stock Warrants [Member] | Old Owlet [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 889,765 | |
Convertible Notes [Member] | Old Owlet [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 4,467,971 |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Details) | Sep. 30, 2021shares |
Earnings Per Share [Abstract] | |
Numbers shares subject to vesting | 2,807,500 |