Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 16, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-39516 | ||
Entity Registrant Name | Owlet, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1615012 | ||
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 Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 229.5 | ||
Entity Common Stock, Shares Outstanding | 113,067,484 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001816708 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, $0.0001 par value per share | ||
Trading Symbol | OWLT | ||
Security Exchange Name | NYSE | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase common stock | ||
Trading Symbol | OWLT WS | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Salt Lake City, Utah |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 95,054 | $ 17,009 |
Accounts receivable, net of allowance for doubtful accounts of $403 and $201, respectively | 10,468 | 10,525 |
Inventory | 17,980 | 7,912 |
Prepaid expenses and other current assets | 12,313 | 2,168 |
Total current assets | 135,815 | 37,614 |
Property and equipment, net | 1,870 | 1,718 |
Intangible assets, net | 1,696 | 605 |
Other assets | 666 | 181 |
Total assets | 140,047 | 40,118 |
Current liabilities: | ||
Accounts payable | 27,765 | 16,379 |
Accrued and other expenses | 31,730 | 10,592 |
Current portion of deferred revenues | 1,061 | 1,643 |
Line of credit | 0 | 9,700 |
Current portion of related party convertible notes payable | 0 | 6,934 |
Current portion of long-term debt | 8,534 | 2,024 |
Total current liabilities | 69,090 | 47,272 |
Long-term debt, net | 7,993 | 10,180 |
Preferred stock warrant liability | 0 | 2,993 |
Common stock warrant liability | 7,061 | 0 |
Other long-term liabilities | 712 | 494 |
Total liabilities | 84,856 | 60,939 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.0001 par value, 1,000,000,000 and 52,000,000 shares authorized as of December 31, 2021 and December 31, 2020, respectively; 112,996,568 and 22,118,619 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively. | 11 | 2 |
Additional paid-in capital | 198,602 | 3,707 |
Accumulated deficit | (143,422) | (71,718) |
Total stockholders’ equity (deficit) | 55,191 | (68,009) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | 140,047 | 40,118 |
Series A and Series A-1 Redeemable Convertible Preferred Stock | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 0 | 23,652 |
Series B and Series B-1 Redeemable Convertible Preferred Stock | ||
Current liabilities: | ||
Redeemable convertible preferred stock | $ 0 | $ 23,536 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 403 | $ 201 |
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) | 112,996,568 | 22,118,619 |
Common stock, shares outstanding (in shares) | 112,996,568 | 22,118,619 |
Series A and Series A-1 Redeemable Convertible Preferred Stock | ||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized (in shares) | 0 | 23,030,285 |
Temporary equity, shares issued (in shares) | 0 | 46,395,823 |
Temporary equity, shares outstanding (in shares) | 0 | 46,395,823 |
Series B and Series B-1 Redeemable Convertible Preferred Stock | ||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized (in shares) | 0 | 7,507,073 |
Temporary equity, shares issued (in shares) | 0 | 15,413,489 |
Temporary equity, shares outstanding (in shares) | 0 | 15,413,489 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 75,842 | $ 75,403 |
Cost of revenues | 40,784 | 39,526 |
Gross profit | 35,058 | 35,877 |
Operating expenses: | ||
General and administrative | 32,339 | 13,140 |
Sales and marketing | 37,084 | 19,263 |
Research and development | 21,427 | 10,465 |
Total operating expenses | 90,850 | 42,868 |
Operating loss | (55,792) | (6,991) |
Other income (expense): | ||
Gain on loan forgiveness | 2,098 | 0 |
Interest expense, net | (1,772) | (1,382) |
Interest expense from contingent beneficial conversion feature | (26,061) | 0 |
Preferred stock warrant liability adjustment | (5,578) | (1,952) |
Common stock warrant liability adjustment | 15,745 | 0 |
Other income (expense), net | (313) | (176) |
Total other income (expense), net | (15,881) | (3,510) |
Loss before income tax provision | (71,673) | (10,501) |
Income tax provision | (31) | (20) |
Net loss and comprehensive loss | $ (71,704) | $ (10,521) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (1.13) | $ (0.48) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (1.13) | $ (0.48) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares) | 63,216,912 | 21,956,848 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) | 63,216,912 | 21,956,848 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholder's Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred Stock Series A | Preferred Stock Series A-1 | Preferred Stock Series B | Preferred Stock Series B-1 | Common Stock | Additional Paid-in Capital | Accumulated Deficit | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Beginning balance | [1] | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | |||||
Ending balance at Dec. 31, 2020 | [1] | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | |||||
Ending balance (in shares) at Dec. 31, 2020 | [1] | 26,157,622 | 20,238,201 | 12,366,306 | 3,047,183 | |||||
Beginning balance at Dec. 31, 2019 | $ (58,902) | $ 2 | [1] | $ 2,293 | $ (61,197) | |||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 21,700,713 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock warrants in connect with debt amendment and new debt issuance | 226 | 226 | ||||||||
Issuance of common stock upon exercise of stock options | $ 118 | 118 | ||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 417,866 | 417,906 | [1] | |||||||
Stock-based compensation | $ 1,070 | 1,070 | ||||||||
Net loss | (10,521) | (10,521) | ||||||||
Ending balance at Dec. 31, 2020 | (68,009) | $ 2 | [1] | 3,707 | (71,718) | |||||
Ending balance (in shares) at Dec. 31, 2020 | [1] | 22,118,619 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Beginning balance | [1] | $ 9,569 | $ 14,083 | $ 18,854 | $ 4,682 | |||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | [1] | $ (9,569) | $ (14,083) | $ (18,854) | $ (4,682) | |||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | [1] | (26,157,622) | (20,238,201) | (12,366,306) | (3,047,183) | |||||
Ending balance at Dec. 31, 2021 | [1] | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Ending balance (in shares) at Dec. 31, 2021 | [1] | 0 | 0 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | 47,188 | $ 6 | [1] | 47,182 | ||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | [1] | 61,809,312 | ||||||||
Conversion of convertible promissory notes to common stock in connection with the reverse recapitalization (Note 3) | 7,122 | $ 1 | [1] | 7,121 | ||||||
Conversion of convertible promissory notes to common stock in connection with the reverse recapitalization (in Shares) | [1] | 4,633,507 | ||||||||
Beneficial conversion feature of convertible promissory notes in connection with the reverse recapitalization | 26,061 | 26,061 | ||||||||
Conversion of preferred stock warrants and common stock warrants in connection with the reverse recapitalization | 8,571 | 8,571 | ||||||||
Conversion of preferred stock warrants and common stock warrants in connection with the reverse recapitalization (in shares) | [1] | 1,771,231 | ||||||||
Reverse recapitalization transaction, net of fees | 101,261 | $ 2 | [1] | 101,259 | ||||||
Reverse recapitalization transaction, net of fees (in Shares) | [1] | 21,959,227 | ||||||||
Issuance of common stock upon exercise of stock options | $ 442 | 442 | ||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 704,672 | 704,672 | [1] | |||||||
Stock-based compensation | $ 4,259 | 4,259 | ||||||||
Net loss | (71,704) | (71,704) | ||||||||
Ending balance at Dec. 31, 2021 | $ 55,191 | $ 11 | [1] | $ 198,602 | $ (143,422) | |||||
Ending balance (in shares) at Dec. 31, 2021 | [1] | 112,996,568 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Beginning balance | [1] | $ 0 | $ 0 | $ 0 | $ 0 | |||||
[1] | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (see Note 3), have been retrospectively adjusted as shares reflecting the exchange ratio of approximately 2.053 established in the Merger (see Note 3) |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholder's Equity (Deficit) (Parenthetical) | Dec. 31, 2021 |
Redeemable Convertible Preferred Stock | Common Stock | |
Convertible preferred stock, conversion ratio | 2.053 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (71,704) | $ (10,521) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 1,133 | 873 |
Non-cash gain on forgiveness of debt | (2,098) | 0 |
Share-based compensation | 4,259 | 1,070 |
Write-down of inventory to net realizable value | 1,581 | 417 |
Interest expense from contingent beneficial conversion feature | 26,061 | 0 |
Common stock warrant liability adjustment | (15,745) | 0 |
Preferred stock warrant liability adjustment | 5,578 | 1,952 |
Other adjustments, net | 725 | 391 |
Changes in assets and liabilities: | ||
Accounts receivable | (144) | (2,962) |
Prepaid expenses and other assets | (10,493) | (989) |
Inventory | (11,649) | (3,468) |
Accounts payable and accrued and other expenses | 32,117 | 11,818 |
Deferred revenues | (567) | 957 |
Other, net | 390 | 333 |
Net cash used in operating activities | (40,556) | (129) |
Cash flows from investing activities | ||
Purchase of property and equipment | (969) | (967) |
Purchase of intangible assets | (1,051) | (89) |
Net cash used in investing activities | (2,020) | (1,056) |
Cash flows from financing activities | ||
Proceeds from short-term borrowings | 13,708 | 12,953 |
Payments of short-term borrowings | (21,194) | (11,687) |
Proceeds from long-term borrowings | 5,000 | 3,000 |
Payments of long-term borrowings | (1,000) | 0 |
Proceeds from Paycheck Protection Program loan | 0 | 2,075 |
Proceeds from reverse recapitalization and PIPE financing, net of $11,610 and $0, respectively, of transaction costs | 133,889 | 0 |
Payments for cash payout of stock options as result of the Merger (Note 3) | (9,890) | 0 |
Other, net | 108 | 117 |
Net cash provided by financing activities | 120,621 | 6,458 |
Net change in cash and cash equivalents | 78,045 | 5,273 |
Cash and cash equivalents at beginning of period | 17,009 | 11,736 |
Cash and cash equivalents at end of period | 95,054 | 17,009 |
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 |
Common stock warrants received as part of the Merger | $ 22,806 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Deferred transaction costs | $ 11,610 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation 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 Merger 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 3 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 consolidated financial statements of the Company and its subsidiaries 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 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. As a result of the Merger completed on July 15, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retrospectively adjusted. See Note 3 for additional information. Certain prior year amounts have been reclassified to conform to the current period presentation. Use of Estimates The preparation of 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 standalone selling price, usage period of hardware products sold, 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, the contingent beneficial conversion feature, valuation allowances for net deferred income tax assets, uncertain tax positions, and valuation of warrants and stock-based compensation. Food and Drug Administration Letter On October 1, 2021, the Company received a Warning Letter, dated the same date (the “Warning Letter”), from the U.S. 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 in the U.S. 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 U.S. 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 U.S. in October 2021. The suspension is specific to shipments by the Company to customers and retailers in the U.S. Operations in other countries remain unaffected. In response to the Warning Letter, several national retailers unilaterally suspended U.S. sales of the Owlet Smart Sock and Owlet Monitor Duo. During the fourth quarter of 2021, the Company agreed with certain customers and retailers to accept returns of the Owlet Smart Sock and Owlet Monitor Duo. The Company initiated distribution of a new sleep monitoring sock (the "Owlet Dream Sock") in December 2021 for a consumer launch in January 2022. For the year ended December 31, 2021, the Company recorded contra-revenue of $23,164 based on an estimate of customer returns. A refund liability of $20,145 has been accrued as of December 31, 2021 in accrued and other expenses and represents the amount due to customers for returns that have not been received as of year-end. The Company also recorded a reduction to cost of revenues of $8,151 for the year ended December 31, 2021 for the cost of the inventory associated with these customer returns. As of December 31, 2021, the Company has recorded $1,450 within inventory for returned inventory received prior to year-end, and a $6,701 asset within prepaid expenses and other current assets for inventory expected to be returned but not yet received. Risks and Uncertainties 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 December 31, 2021 of $143,422 and expects to incur additional losses from operations in the future. On July 15, 2021, the Company completed the Merger and received $133,889 in combined net proceeds from the Merger and the PIPE Investment (see Note 3 for further information). Therefore, as of the date on which these 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. However, we are still in the growth stage of our business and expect to continue to make substantial investments in our business, including in the expansion of our product portfolio and in our research and development, sales and marketing teams, in addition to incurring additional costs as a result of being a public company. There can be no assurance that we will be able to obtain additional debt or equity financing on terms acceptable to us, if at all, or that we will generate sufficient future revenues. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. As of December 31, 2021, all of the Company's cash was held with Silicon Valley Bank and exceeded federally insured limits. To date, the Company has not experienced a loss or lack of access to its invested cash; however, no assurance can be provided that access to the Company’s invested cash and cash equivalents will not be impacted by adverse conditions in the financial markets. The Company’s products are manufactured, assembled, and tested by third-party contractors located primarily in Asia. The Company does not have long-term agreements with these contractors. A significant disruption in the operations of one or more of these contractors would impact the production of the Company’s products which could have a material adverse effect on its business, financial condition, and results of operations. The Company also relies on third parties with whom it outsources supply chain activities related to inventory warehousing, order fulfillment, distribution and other direct sales logistics. In the event of a significant disruption to one or more of the third parties’ abilities to perform their obligations, the Company may be unable to find alternative partners or satisfactorily deliver its products to its customers on time. Certain core products of the Company require hosting services which are provided by U.S. based third-party hosting service providers. We have experienced, and may experience in the future, outages and other performance disruptions in the operations of one or more of these third-party providers. These outages and other performance disruptions have impacted, and in the future may impact, the functionality of the Company’s products and lead to adverse effects on the Company’s business, financial condition, and results of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Guidance | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Guidance | Summary of Significant Accounting Policies and Recent Accounting Guidance Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents consist of money market funds. Accounts Receivable The Company records its accounts receivable at sales value and establishes reserves for those which are determined to be uncollectible. The amounts of the specific reserves are estimated by management based on various assumptions including the customer’s financial position, age of the customer’s receivables, and changes in payment schedules and histories. Account balances are charged off against the allowance for doubtful accounts receivable when the potential for recovery is remote. Recoveries of receivables previously charged off are recorded when payment is received. Inventory Inventory includes material and third-party assembly costs. Substantially all of the Company's inventory consists of finished goods inventory. Inventory is recorded at the lower of cost or net realizable value, with cost being determined using the weighted-average cost method. The Company reviews inventory for excess supply, obsolescence, and valuations above estimated realizable amounts, and writes down inventory to a lower cost basis when net realizable value does not exceed cost. Substantially all of the Company's inventory consisted of finished goods as of December 31, 2021 and 2020. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or, for leasehold improvements, over the shorter of the estimated economic useful life or related lease terms as follows: Furniture and fixtures 3-7 years Leasehold improvements 2-5 years Software 2-3 years Tooling and manufacturing equipment 3 years Computer equipment 2 years Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. Intangible Assets Subject to Amortization Intangible assets subject to amortization consist of patents, trademarks, software development costs, and content film production costs and are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. The Company did not recognize any impairment charges for intangible assets during the periods ended December 31, 2021 or 2020. Intangible assets were $1,696, net of accumulated amortization of $329 as of December 31, 2021 and $605, net of accumulated amortization of $183, as of December 31, 2020. Patents and trademarks are amortized over ten years using the straight-line method. Film production costs are amortized over three years using the individual-film-forecast-computation method. The Company’s software development costs relate to applications to be provided to its customers as part of the integrated hardware and application experience and are expensed as incurred until the preliminary project stage has been completed and application development begins. The Company discontinues capitalization upon entering the post-implementation stage and expenses ongoing maintenance and support costs. As of December 31, 2021, capitalized software development costs were $1,101. The Company did not have any capitalized software development costs as of December 31, 2020. The Company's internally developed software capitalized within intangible assets on the balance sheet is still in development and not ready for general release. As such, the Company has not recognized any amortization for the year ended December 31, 2021. Leases The Company leases its office space and certain equipment under operating leases. For leases that contain rent escalation or rent concession provisions, the Company records the total rent payable during the lease term on a straight-line basis over the term of the lease. The Company records the difference between the rent paid and the straight-line rent as a deferred rent liability in the accompanying consolidated balance sheets. Revenue Recognition The Company generated substantially all of its revenues from the sale of its hardware products, primarily the Owlet Smart Sock, Owlet Cam and Owlet Monitor Duo. As discussed in Note 1, the Company suspended distribution of the Owlet Smart Sock in the United States during October 2021 pursuant to the Warning Letter and request by the FDA. The Company initiated distribution of a new sleep monitoring sock (the "Owlet Dream Sock") in December 2021 for a consumer launch in January 2022. The Company’s primary source of revenues are in the United States. There are no other geographical regions that represent 10% or more of revenues. Revenues are recognized when control of goods and services is transferred to customers at the transaction price, an amount that reflects the consideration expected to be received by the Company in exchange for those goods and services. The transaction price is calculated as selling price less the Company’s estimate of variable consideration, including future returns, volume rebates, and sales incentives related to current period sales. The Company applies the following five step-approach to recognizing revenue: (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to performance obligations in the contract (5) Recognize revenue when or as a performance obligation is recognized Arrangements with Multiple Performance Obligations The Company enters into contracts that have multiple performance obligations. Product sales include three performance obligations. The first performance obligation is the delivery of hardware and embedded firmware essential to the functionality of the hardware. Embedded firmware allows the hardware to recognize inputs to the hardware and provide appropriate outputs. The second performance obligation is the implied right to connect the downloadable mobile application, provided free of charge, to the hardware, which enables users to view and access real-time data outputs. The third performance obligation is the implied right to receive, on a when-and-if-available basis, future unspecified application upgrades, added features, and bug fixes relating to the product’s essential firmware. The Company allocates the transaction price to each performance obligation based on a relative standalone selling price (“ SSP ”). The Company’s process for determining its SSP considers multiple factors, including an adjusted market assessment and consumer behaviors, and varies depending on the facts and circumstances of each performance obligation. Revenues allocated to the delivery of the hardware and embedded firmware essential to the functionality of the hardware represent substantially all of the arrangement consideration and reflect the Company’s best estimate of the selling price if it was sold regularly on a stand-alone basis. SSP for the mobile application and upgrade rights are estimated based on relevant market and consumer data. Revenues are recognized at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer. Revenues allocated to the hardware and embedded firmware are recognized at the time of product delivery, provided the other conditions for revenue recognition have been met. This generally occurs upon delivery of the product to a third-party carrier. Revenues allocated to the implied right to access the mobile application and the implied right to receive, on a when-and-if-available basis, future unspecified application upgrades, added features, and bug fixes, are recognized on a straight-line basis over the estimated usage period of the underlying hardware product. The usage period is estimated based on historical user activity and ranges from 5 to 27 months. The Company records revenues net of sales tax and variable consideration such as discounts and customer returns. Payment terms are short-term in nature and, as a result, do not have any significant financing components. The Company records estimated reductions to revenue in the form of variable consideration for customer sales programs, returns, and incentive offerings including rebates, markdowns, promotions, and volume-based incentives. Consideration payable to a customer, such as cooperative advertising and pricing promotions to retailers and distributors, is recorded as a reduction to revenue and an accrued liability unless the Company receives a distinct benefit in exchange for credits claimed and can reasonably estimate the fair value of the distinct benefit received. Deferred revenues represent advance payments received from customers prior to performance by the Company. Sales taxes collected from customers which are remitted to governmental authorities are not included in revenue and are reflected as a liability in the accompanying balance sheets. Sales Returns, Rebates, Discounts, and Allowances The Company’s contracts include promises to provide rights of return to customers as well as promises to issue discounts and provide rebates or allowances to certain retail channel customers if specified conditions are met. Revenues are reduced in the accompanying consolidated statements of operations and comprehensive loss for anticipated sales returns, discounts, and allowances, based on the Company’s analysis of sales returns, including historical sales returns, and contractual discounts and allowances. Expected returns and estimated discounts and allowances are included in accrued and other expenses in the accompanying balance sheets. Actual returns may vary from estimates if the Company experiences a change in actual sales returns or exchange patterns due to changes in products or competitive pressures. Cost of Revenues Cost of revenues consists of product costs, including contract manufacturing, shipping and handling, depreciation of tooling and manufacturing equipment, warranty replacement, fulfillment costs, warehousing, hosting, and write-downs of excess and obsolete inventory. Product Warranty The Company offers a limited warranty for product performance, generally one year from the date of device activation. The warranty obligation allows the Company to either repair or replace a defective product. The Company accrues for future expected warranty claims and records the amount to cost of revenues at the time of sale. The estimate of future warranty claims is based on historical warranty claim experience and known conditions. Estimated warranty liabilities are included in accrued and other expenses in the accompanying consolidated balance sheets. Research and Development Research and development expenses consist primarily of personnel-related expenses, consulting and contractor expenses, and prototype materials. Substantially all of the Company’s research and development costs are related to developing new products and services and improving existing products and services. These costs are expensed as incurred. Stock-based Compensation The Company recognizes stock-based compensation expense for service-based employee restricted stock units ("RSUs") and stock options on a straight-line basis over the requisite service period in the consolidated statements of operations and comprehensive loss. The fair value of RSUs is based on the closing price of Owlet's common stock on the grant date. The fair value of stock options is measured at fair value on the date of grant using the Black-Scholes option pricing model, which requires assumptions and judgments. The Company accounts for forfeitures as they occur. For the period during which the Company's common stock was publicly traded, the assumptions and judgments for stock options valuation included, but were not limited to the following: • Expected term — The estimate of the expected term of awards was determined in accordance with the simplified method, which estimates the term based on an averaging of the vesting period and contractual term of the option award grant. • Expected volatility — Since the Company does not have sufficient historical data on the volatility of its ordinary stock, the expected volatility was based on the volatility of similar entities for a period consistent with the expected term of the award. In evaluating similarity, the Company considered factors such as industry, stage of life cycle, and size. • Risk-free rate - The estimate of the risk-free rate is based on the average of the published five and seven year US Treasury Bond rates, as of the date of grant, to align with the expected life. For the period during which the Company's common stock was not publicly traded, the assumptions and judgments for stock options valuation included, but were not limited to the following: • Expected term — The estimate of the expected term of awards was determined in accordance with the simplified method, which estimates the term based on an averaging of the vesting period and contractual term of the option award grant. • Expected volatility — Since the Company was a private entity without sufficient historical data on the volatility of its ordinary stock, the expected volatility was based on the volatility of similar entities for a period consistent with the expected term of the award. In evaluating similarity, the Company considered factors such as industry, stage of life cycle, and size. • Risk-free rate - The estimate of the risk-free rate is based on the average of the published five and seven year US Treasury Bond rates, as of the date of grant, to align with the expected life. • Fair value of underlying common stock — As the Company’s common stock was not publicly traded, the fair value was determined by the Board of Directors with input from management and contemporaneous independent third-party valuations. Marketing and Advertising Marketing and advertising costs are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. Marketing and advertising expenses were approximately $27,086 and $15,317 for the years ended December 31, 2021 and December 31, 2020, respectively. 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 consolidated statements of operations and comprehensive loss. For the period during which the Company's common stock was publicly traded, the fair value of the Public Warrants was based on quoted prices in an active market (see Fair Value Measurements), and the fair value of the Private Placement Warrants was estimated based on the quoted market price of the Public Warrants as the Company determined that the Private Placement Warrants are economically equivalent to the Public Warrants. For the period during which the Company's common stock was not publicly traded, the fair value of the warrants was estimated using the Black-Scholes option pricing model, which requires assumptions and judgments. Refer to Note 11 for further discussion on fair value considerations. 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. Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the book and tax basis of assets and liabilities. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred income tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred income tax assets may not be realized. The Company believes that it has appropriate support for the income tax positions taken on its tax returns, and that its accruals for tax liabilities are adequate for all open tax years, which include 2018-2021, based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. Uncertain tax positions are recorded when it is more likely than not that a given tax position would not be sustained upon examination by taxing authorities. The Company’s policy for recording interest and penalties related to income taxes, including uncertain tax positions, is to record such items as a component of the provision for income taxes. The Company files income tax returns in the U.S. federal jurisdiction and certain state and local jurisdictions. Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered all series of its redeemable convertible preferred stock to be participating securities; the redeemable convertible preferred stock was converted to common stock upon the consummation of the Merger on July 15, 2021. The Company does not have any participating securities subsequent to the Merger on July 15, 2021. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the Company’s convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For a period in which the Company reports a net loss, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Recently Adopted Accounting Pronouncements 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 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 does not anticipate adoption to have a material impact on the Company's consolidated financial statements. 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 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 does not anticipate adoption to have a material impact on the Company's consolidated financial statements. 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 |
Merger
Merger | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Merger | 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: (1) 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. (2) 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. (3) 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. (4) All 433,356 Old Owlet Series A preferred stock warrants were exercised on a cashless basis 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 Merger 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 equity holders (1) 90,824,573 81 % SBG public stockholders (3) 3,241,227 3 % Founder Shares (2) (3) 5,750,000 5 % PIPE investors (3) 12,968,000 11 % Owlet common stock immediately after Merger 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 consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) on the line item Reverse recapitalization transaction, net of fees. 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 as discussed in Note 1. 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 $101,259, comprised of $133,889 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 $16,980 of transaction costs, consisting of banking, legal, and other professional fees, of which $11,610 was recorded as a reduction of proceeds to additional paid-in capital. The remaining $5,370 was expensed as general and administrative expense recognized in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. |
Certain Balance Sheet Accounts
Certain Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Certain Balance Sheet Accounts | Certain Balance Sheet Accounts Property and Equipment, net Property and equipment consisted of the following as of: December 31, 2021 December 31, 2020 Tooling and manufacturing equipment $ 2,333 $ 1,731 Furniture and fixtures 579 569 Computer equipment 625 214 Software 213 213 Leasehold improvements 26 9 Total property and equipment 3,776 2,736 Less accumulated depreciation and amortization (1,906) (1,018) Property and equipment, net $ 1,870 $ 1,718 Depreciation and amortization expense on property and equipment was $987 and $765 for the years ended December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, the Company allocated $610 and $462, respectively, of depreciation and amortization expense related to tooling and manufacturing equipment and software to cost of revenues. Accrued and Other Expenses Accrued and other expenses included accrued sales returns of $21,179 and $2,844 as of December 31, 2021 and December 31, 2020, respectively. As described in Note 1, $20,145 of the accrued sales returns was attributable to returns resulting from the Warning Letter. Changes in accrued warranty were as follows: For the Year Ended December 31, 2021 2020 Accrued warranty, beginning of period $ 924 $ 378 Provision for warranties issued during the period 584 1,840 Settlements of warranty claims during the period (847) (1,294) Accrued warranty, end of period $ 661 $ 924 |
Deferred Revenues
Deferred Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Revenue [Abstract] | |
Deferred Revenues | 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 Year Ended December 31, 2021 2020 Beginning balance $ 1,802 $ 845 Deferral of revenues 3,554 3,319 Recognition of deferred revenues (4,121) (2,362) Ending balance $ 1,235 $ 1,802 The Company recognized $1,644 and $746 of revenue during the years ended December 31, 2021 and 2020, respectively, that was included in the deferred revenue balance at the beginning of the respective period. |
Long-Term Debt and Other Financ
Long-Term Debt and Other Financing Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Other Financing Arrangements | Long-Term Debt and Other Financing Arrangements The following is a summary of the Company’s long-term indebtedness as of: December 31, 2021 December 31, 2020 Term note payable to SVB, maturing on April 1, 2024 $ 14,000 $ 10,000 Financed insurance premium 2,534 320 Small Business Administration Paycheck Protection Program note payable, maturing on April 22, 2022 — 2,075 Total debt 16,534 12,395 Less: current portion (8,534) (2,024) Less: debt discount and debt issuance costs (7) (191) Total long-term debt, net $ 7,993 $ 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 $172 in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. 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 recorded in Other income (expense), net. 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. As of December 31, 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 December 31, 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 December 31, 2021, future aggregate maturities of Term Notes and Financed Insurance Premium payables were as follows: Years Ending December 31, Amount 2022 $ 8,534 2023 6,000 2024 2,000 Total $ 16,534 Financed Insurance Premium During the year ended December 31, 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 December 31, 2021, the remaining principal balance on the financed insurance premium was $2,534. 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 consolidated statements of operations and comprehensive loss for year ended December 31, 2021. Line of Credit As of December 31, 2021, the Company's line of credit (the "SVB Revolver") had a maximum borrowing capacity of $17,500 and a maturity date of April 22, 2024. The SVB Revolver is an asset based lending facility subject to borrowing base capacity which is limited by borrowing base calculations based on the sum of specified percentages |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 was convertible was in excess of the outstanding interest and principal of the note. As discussed in Note 3, 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 year ended December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. In November 2021, two putative class action complaints were filed against us in the U.S. District Court for the Central District of California, the first captioned Butala v. Owlet, Inc., et al., Case No. 2:21-cv-09016, and the second captioned Cherian v. Owlet, Inc., et al., Case No. 2:21-cv-09293. Both complaints allege violations of the Securities Exchange Act of 1934 against the Company and certain of its officers and directors on behalf of a putative class of investors who: (a) purchased the Company’s common stock between March 31, 2021 and October 4, 2021; or (b) held common stock in SBG as of June 1, 2021, and were eligible to vote in the Special Meeting held on July 14, 2021. Both complaints allege, among other things, that the Company and certain of its officers and directors made false and/or misleading statements and failed to disclose certain information regarding the FDA’s likely classification of the Owlet Smart Sock as a medical device requiring marketing authorization. The Court has pending before it motions to consolidate the Butala and Cherian cases and appoint a lead plaintiff. The Company intends to vigorously defend itself against these claims, including by filing a motion to dismiss on behalf of itself and the named officers and directors. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. Operating Leases The Company leases office space and certain equipment under non-cancelable operating leases. As of December 31, 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 2022 $ 1,541 2023 1,587 2024 953 Total $ 4,081 Rental expense under operating leases was approximately $1,985 and $1,221 for the years ended December 31, 2021 and 2020, respectively, and included in General and administrative in the consolidated 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 has entered 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 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation 2014 Equity Incentive Plan Owlet had previously adopted the 2014 Equity Incentive Plan (the "2014 Plan") on June 30, 2014 by the Board of Directors. This plan permitted the Company to grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards to employees, directors, and consultants. Options granted vest ratably over two On July 15, 2021, upon the Closing (Note 3), the number of equity awards issued and available for grant were retrospectively adjusted pursuant to the conversion ratio of approximately 2.053. The mechanism of conversion resulted in the fair value of each option prior to the Closing equal to the fair value of each option after. All stock option activity presented in these statements has been retrospectively adjusted to reflect the conversion. As of the effective date of the 2021 Incentive Award Plan the Company ceased granting awards under the 2014 Plan. Outstanding awards continue to be subject to the terms and conditions of the 2014 Plan. Shares remaining for issuance, forfeited, expired, or other manner available to issue under terms of the 2014 Plan roll over to and become available for awards under the 2021 Incentive Award Plan. 2021 Incentive Award Plan Effective February 12, 2021 the Board of Directors approved the adoption of an equity incentive plan (the "2021 Plan") which permits the Company to grant options, stock appreciation rights, restricted stock, restricted stock units, performance bonus, performance stock unit, dividend equivalents, or other stock or cash based awards to employees, directors, or consultants. As of December 31, 2021, 18,144,695 shares were authorized for issuance under the 2021 Plan. In addition, the shares authorized for the 2021 Plan may be increased on an annual basis beginning January 1, 2022, in an amount equal to 5% of the outstanding common stock on the last day of the immediately preceding fiscal year for a period of 10 years. Options granted vest ratably over two As of December 31, 2021, a total of 34,386,810 shares of common stock are reserved for issuance and 16,097,168 shares are available for future grants under the 2021 Plan. Stock Options The following is a summary of stock option information and weighted-average exercise prices: 2021 2020 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding at January 1 10,215,834 $ 0.45 9,899,765 $ 0.38 Granted 2,623,689 6.30 3,794,486 0.82 Exercised (704,672) 0.63 (417,866) 0.28 Canceled (1,769,796) 0.75 (3,050,929) 0.71 Expired (7,560) 0.12 (9,622) 0.63 Outstanding at December 31 10,357,495 1.87 10,215,834 0.45 Exercisable at December 31 6,712,145 $ 0.73 6,673,539 $ 0.30 The intrinsic value of a stock option is the amount by which the current market value of the underlying stock exceeds the exercise price of the option. The total intrinsic value of options exercised was $4,649 during 2021 and $740 during 2020. At December 31, 2021, options outstanding had an intrinsic value of $17,529 with a weighted-average remaining life of 6.95 years. For the same period, December 31, 2021, options vested and exercisable had an intrinsic value of $14,775 with a weighted-average remaining life of 5.89 years. At December 31, 2020, options outstanding had an intrinsic value of $54,135 with a weighted-average remaining life of 7.29 years. For the same period, December 31, 2020, options vested and exercisable had an intrinsic value of $36,326 with a weighted-average remaining life of 6.47 years. The total grant date fair value of options vested during 2021 and 2020 was $2,822 and $842, respectively. The grant date fair value of options granted during 2021 and 2020 was $9,507 and $3,879, respectively. Weighted-average grant date fair value of options granted during fiscal years 2021 and 2020 was $3.62 and $1.02, respectively. Stock options vested and expected to vest at December 31, 2021 totaled 10,352,973 shares, with an intrinsic value of $17,532, weighted-average exercise price of $1.86, and weighted-average remaining life of 6.95 years. Cash received from stock options exercised during 2021 was immaterial. The grant date fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model. The key weighted average assumptions for 2021 grants are as follows: Year Ended December 31, 2021 2020 Expected volatility 64.9 % 63.5 % Risk-free rate 0.9 % 0.5 % Expected term in years 5.89 6.0 Dividend yield — % — % Stock-based compensation expense related to options was $3,061 and $1,070 during the years ended December 31, 2021 and December 31, 2020, respectively. Generally, employees are subject to four Restricted Stock Units Stock-based compensation expense related to RSU grants was $1,198 and $0 in December 31, 2021 and December 31, 2020, respectively. RSUs are valued at the market value on the date of grant and compensation expense for employees is expensed over the vesting period. Generally, employees are subject to either a four The following is a summary of RSU information and weighted-average grant date fair values for the Company's RSUs: Year Ended December 31, 2021 2020 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested at January 1 $ — $ — $ — $ — Granted 4,085,666 4.08 Vested — Forfeited (15,399) 4.67 Unvested at December 31 $ 4,070,267 $ 4.08 $ — $ — Stock-based Compensation Expense Total stock-based compensation was recognized as follows (in thousands): Year Ended December 31, 2021 2020 General and administrative $ 1,826 $ 206 Sales and marketing 939 445 Research and development 1,494 419 Total stock-based compensation $ 4,259 $ 1,070 |
Common Stock Warrants and Earno
Common Stock Warrants and Earnout Shares | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock Warrants and Earnout Shares | 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. 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 terms 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 sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. See Note 2 and Note 11 for further discussion on fair value considerations. Earnout Shares Following the Merger, 2,807,500 shares of common stock held by certain former equity holders of SBG 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 canceled 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 13 for further discussion on the calculation of basic and diluted net loss per share. 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 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents information about the Company's assets and liabilities measured and reported in the financial statements at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. December 31, 2021 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 94,973 $ — $ — $ 94,973 Total assets $ 94,973 $ — $ — $ 94,973 Liabilities: Common Stock warrant liability - Public Warrants $ 4,486 $ — $ — $ 4,486 Common Stock warrant liability - Private Placement Warrants — 2,575 — 2,575 Total liabilities $ 4,486 $ 2,575 $ — $ 7,061 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 of December 31, 2021 is also included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Private Placement Warrants 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. 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: December 31, 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 December 31, 2021 $ — December 31, 2020 Preferred Stock Warrant Liability Balance as of December 31, 2019 $ 1,041 Change in fair value upon re-measurement 1,952 Balance as of December 31, 2020 $ 2,993 There were no transfers between Level 1 and Level 2 in the periods reported. There were no transfers into or out of Level 3 in the period reported. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense for the years ended December 31, 2021 and 2020 was $31 and $20, respectively. The provision for income taxes differs from the amount computed at federal statutory rates as follows for the year ended December 31: 2021 2020 Federal income tax at statutory rates $ (15,149) $ (2,214) State income tax at statutory rates (2,192) (296) Change in valuation allowance 14,864 1,980 Warrant (benefit) expense(1) (2,067) 410 Convertible notes conversion 5,473 — Transaction costs (941) — Other 43 140 Total income tax expense $ 31 $ 20 (1) Represents a permanent item attributed to preferred and common stock mark-to-market adjustments. Significant components of the Company’s deferred income tax assets (liabilities) are as follows as of December 31: 2021 2020 Deferred tax assets Accrued liabilities $ 987 $ 387 Stock-based compensation 740 196 163(j) Interest expense limitation 780 354 Net operating loss carryforwards 27,339 14,718 Other 836 212 Total deferred income tax assets 30,682 15,867 Valuation allowance (30,682) (15,818) Deferred tax liabilities — (49) Net deferred tax asset (liability) $ — $ — As of December 31, 2021, the Company had $110,923 of federal and $98,474 of state net operating loss carry-forwards available to offset future taxable income, some of which, if not utilized, will begin to expire in 2034 for federal and 2029 for state purposes. Accounting standards require that the tax benefit of net operating losses, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses the realization is more likely than not. Realization of the future tax benefits from the net operating losses or credit carryforwards, if any, is dependent on the Company’s ability to generate sufficient taxable income within the applicable carryforward period. The Company has established a full valuation allowance due to historical cumulative losses and the uncertainty of its ability to generate sufficient taxable income to realize the deferred tax assets. As of December 31, 2021, the Company recorded a valuation allowance of $30,682 for the portion of the deferred tax assets that we do not expect to be realized. Due to our history of losses in the U.S., the net cumulative deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $14,864 in the year ended December 31, 2021. The utilization of the net operating loss carryforwards could be subject to annual limitations under Section 382 of the Internal Revenue Code. Section 382 imposes limitations on a corporation’s ability to utilize its NOL carryforwards if it experiences an “ownership change.” In general terms, an ownership change results from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50% over a three-year period. Additionally, net operating losses utilized after 2017 would be limited to 80% of taxable income in years in which NOL carryforwards would be utilized. Uncertain tax positions are recorded when it is more likely than not that a given tax position would not be sustained upon examination by taxing authorities. Based on positions taken in the Company’s tax filings, the Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are no material amounts of unrecognized tax benefits. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 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): Year Ended December 31, 2021 2020 Numerator: Net loss attributable to common stockholders (1) $ (71,704) $ (10,521) Denominator: Weighted-average common shares used in computed net loss per share attributable to common stockholders basic and diluted 63,216,912 21,956,848 Net loss per share attributable to common stockholders basic and diluted $ (1.13) $ (0.48) (1) For the year ended December 31, 2021 and December 31, 2020, the Company did not allocate its net loss to participating redeemable convertible preferred stock as those shares are not obligated to share in the losses of the Company. As of December 31, 2021, the Company no longer has participating redeemable convertible preferred stock. Diluted net loss per for the year ended December 31, 2020 excluded 942,623 Old Owlet common stock warrants, 889,765 Old Owlet preferred stock warrants, 61,809,312 shares of Old Owlet preferred stock, 5,651,609 common stock equivalents of Old Owlet convertible notes outstanding at year end, and the Company's outstanding stock options shown in Note 9 of the consolidated financial statements due to their anti-dilutive effect. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company operates as a single operating segment. The Company’s chief operating decision maker 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 consolidated financial statements. Revenue by geographic area is based on the delivery address of the customer and is summarized as follows (in thousands): Year Ended December 31, 2021 2020 United States $ 65,442 $ 71,128 International 10,400 4,275 Total revenues $ 75,842 $ 75,403 Other than the United States, no individual country exceeded 10% of total revenues for either of the years ended December 31, 2021 and December 31, 2020. In the normal course of business, the Company provides credit terms to some of its customers and generally requires no collateral. A major customer is considered to be one that comprises more than 10% of the Company’s annual revenues. The Company’s major customers are as follows: Percent of Revenue as of December 31, 2021 Percent of Revenue as of December 31, 2020 Customer 1 23 % 24 % Customer 2 15 % 18 % Customer 3 12 % 9 % 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): December 31, 2021 December 31, 2020 United States $ 705 $ 528 International 1,165 1,190 Total property and equipment, net $ 1,870 $ 1,718 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 31, 2022, the Company further amended the A&R LSA, which modified the Term Note annual interest rate equal to the greater of the bank’s prime rate plus 2.50% or 5.75%, modified the SVB Revolver annual interest rate equal to (i) the greater of the bank’s prime rate plus 0.75% or 5.00% when the streamline period is in effect and (ii) the greater of the bank’s prime rate plus 1.25% or 5.00% at all other times, and decreased the advance rate for borrowing base receivables and inventory, and increased the cash and cash availability streamline threshold from $8,000 to $50,000. The amendment replaced the existing EBITDA covenant for 2022 and beyond with a net revenue covenant and increased the minimum cash and cash availability threshold from $5,000 to $30,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Guidance (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements of the Company and its subsidiaries 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 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. As a result of the Merger completed on July 15, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retrospectively adjusted. See Note 3 for additional information. Certain prior year amounts have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of 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 standalone selling price, usage period of hardware products sold, 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, the contingent beneficial conversion feature, valuation allowances for net deferred income tax assets, uncertain tax positions, and valuation of warrants and stock-based compensation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents consist of money market funds. |
Accounts Receivable | Accounts Receivable The Company records its accounts receivable at sales value and establishes reserves for those which are determined to be uncollectible. The amounts of the specific reserves are estimated by management based on various assumptions including the customer’s financial position, age of the customer’s receivables, and changes in payment schedules and histories. Account balances are charged off against the allowance for doubtful accounts receivable when the potential for recovery is remote. Recoveries of receivables previously charged off are recorded when payment is received. |
Inventory | InventoryInventory includes material and third-party assembly costs. Substantially all of the Company's inventory consists of finished goods inventory. Inventory is recorded at the lower of cost or net realizable value, with cost being determined using the weighted-average cost method. The Company reviews inventory for excess supply, obsolescence, and valuations above estimated realizable amounts, and writes down inventory to a lower cost basis when net realizable value does not exceed cost. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or, for leasehold improvements, over the shorter of the estimated economic useful life or related lease terms as follows: Furniture and fixtures 3-7 years Leasehold improvements 2-5 years Software 2-3 years Tooling and manufacturing equipment 3 years Computer equipment 2 years Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. |
Intangible Assets Subject to Amortization | Intangible Assets Subject to Amortization Intangible assets subject to amortization consist of patents, trademarks, software development costs, and content film production costs and are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. The Company did not recognize any impairment charges for intangible assets during the periods ended December 31, 2021 or 2020. Intangible assets were $1,696, net of accumulated amortization of $329 as of December 31, 2021 and $605, net of accumulated amortization of $183, as of December 31, 2020. Patents and trademarks are amortized over ten years using the straight-line method. Film production costs are amortized over three years using the individual-film-forecast-computation method. |
Leases | Leases The Company leases its office space and certain equipment under operating leases. For leases that contain rent escalation or rent concession provisions, the Company records the total rent payable during the lease term on a straight-line basis over the term of the lease. The Company records the difference between the rent paid and the straight-line rent as a deferred rent liability in the accompanying consolidated balance sheets. |
Revenue Recognition; Arrangements with Multiple Performance Obligations; and Sales Returns, Rebates, Discounts, and Allowances | Revenue Recognition The Company generated substantially all of its revenues from the sale of its hardware products, primarily the Owlet Smart Sock, Owlet Cam and Owlet Monitor Duo. As discussed in Note 1, the Company suspended distribution of the Owlet Smart Sock in the United States during October 2021 pursuant to the Warning Letter and request by the FDA. The Company initiated distribution of a new sleep monitoring sock (the "Owlet Dream Sock") in December 2021 for a consumer launch in January 2022. The Company’s primary source of revenues are in the United States. There are no other geographical regions that represent 10% or more of revenues. Revenues are recognized when control of goods and services is transferred to customers at the transaction price, an amount that reflects the consideration expected to be received by the Company in exchange for those goods and services. The transaction price is calculated as selling price less the Company’s estimate of variable consideration, including future returns, volume rebates, and sales incentives related to current period sales. The Company applies the following five step-approach to recognizing revenue: (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to performance obligations in the contract (5) Recognize revenue when or as a performance obligation is recognized Arrangements with Multiple Performance Obligations The Company enters into contracts that have multiple performance obligations. Product sales include three performance obligations. The first performance obligation is the delivery of hardware and embedded firmware essential to the functionality of the hardware. Embedded firmware allows the hardware to recognize inputs to the hardware and provide appropriate outputs. The second performance obligation is the implied right to connect the downloadable mobile application, provided free of charge, to the hardware, which enables users to view and access real-time data outputs. The third performance obligation is the implied right to receive, on a when-and-if-available basis, future unspecified application upgrades, added features, and bug fixes relating to the product’s essential firmware. The Company allocates the transaction price to each performance obligation based on a relative standalone selling price (“ SSP ”). The Company’s process for determining its SSP considers multiple factors, including an adjusted market assessment and consumer behaviors, and varies depending on the facts and circumstances of each performance obligation. Revenues allocated to the delivery of the hardware and embedded firmware essential to the functionality of the hardware represent substantially all of the arrangement consideration and reflect the Company’s best estimate of the selling price if it was sold regularly on a stand-alone basis. SSP for the mobile application and upgrade rights are estimated based on relevant market and consumer data. Revenues are recognized at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer. Revenues allocated to the hardware and embedded firmware are recognized at the time of product delivery, provided the other conditions for revenue recognition have been met. This generally occurs upon delivery of the product to a third-party carrier. Revenues allocated to the implied right to access the mobile application and the implied right to receive, on a when-and-if-available basis, future unspecified application upgrades, added features, and bug fixes, are recognized on a straight-line basis over the estimated usage period of the underlying hardware product. The usage period is estimated based on historical user activity and ranges from 5 to 27 months. The Company records revenues net of sales tax and variable consideration such as discounts and customer returns. Payment terms are short-term in nature and, as a result, do not have any significant financing components. The Company records estimated reductions to revenue in the form of variable consideration for customer sales programs, returns, and incentive offerings including rebates, markdowns, promotions, and volume-based incentives. Consideration payable to a customer, such as cooperative advertising and pricing promotions to retailers and distributors, is recorded as a reduction to revenue and an accrued liability unless the Company receives a distinct benefit in exchange for credits claimed and can reasonably estimate the fair value of the distinct benefit received. Deferred revenues represent advance payments received from customers prior to performance by the Company. Sales taxes collected from customers which are remitted to governmental authorities are not included in revenue and are reflected as a liability in the accompanying balance sheets. Sales Returns, Rebates, Discounts, and Allowances The Company’s contracts include promises to provide rights of return to customers as well as promises to issue discounts and provide rebates or allowances to certain retail channel customers if specified conditions are met. Revenues are reduced in the accompanying consolidated statements of operations and comprehensive loss for anticipated sales returns, discounts, and allowances, based on the Company’s analysis of sales returns, including historical sales returns, and contractual discounts and allowances. Expected returns and estimated discounts and allowances are included in accrued and other expenses in the accompanying balance sheets. Actual returns may vary from estimates if the Company experiences a change in actual sales returns or exchange patterns due to changes in products or competitive pressures. |
Cost of Revenues | Cost of Revenues Cost of revenues consists of product costs, including contract manufacturing, shipping and handling, depreciation of tooling and manufacturing equipment, warranty replacement, fulfillment costs, warehousing, hosting, and write-downs of excess and obsolete inventory. |
Product Warranty | Product Warranty The Company offers a limited warranty for product performance, generally one year from the date of device activation. The warranty obligation allows the Company to either repair or replace a defective product. The Company accrues for future expected warranty claims and records the amount to cost of revenues at the time of sale. The estimate of future warranty claims is based on historical warranty claim experience and known conditions. Estimated warranty liabilities are included in accrued and other expenses in the accompanying consolidated balance sheets. |
Research and Development | Research and Development Research and development expenses consist primarily of personnel-related expenses, consulting and contractor expenses, and prototype materials. Substantially all of the Company’s research and development costs are related to developing new products and services and improving existing products and services. These costs are expensed as incurred. |
Stock-based Compensation | Stock-based Compensation The Company recognizes stock-based compensation expense for service-based employee restricted stock units ("RSUs") and stock options on a straight-line basis over the requisite service period in the consolidated statements of operations and comprehensive loss. The fair value of RSUs is based on the closing price of Owlet's common stock on the grant date. The fair value of stock options is measured at fair value on the date of grant using the Black-Scholes option pricing model, which requires assumptions and judgments. The Company accounts for forfeitures as they occur. For the period during which the Company's common stock was publicly traded, the assumptions and judgments for stock options valuation included, but were not limited to the following: • Expected term — The estimate of the expected term of awards was determined in accordance with the simplified method, which estimates the term based on an averaging of the vesting period and contractual term of the option award grant. • Expected volatility — Since the Company does not have sufficient historical data on the volatility of its ordinary stock, the expected volatility was based on the volatility of similar entities for a period consistent with the expected term of the award. In evaluating similarity, the Company considered factors such as industry, stage of life cycle, and size. • Risk-free rate - The estimate of the risk-free rate is based on the average of the published five and seven year US Treasury Bond rates, as of the date of grant, to align with the expected life. For the period during which the Company's common stock was not publicly traded, the assumptions and judgments for stock options valuation included, but were not limited to the following: • Expected term — The estimate of the expected term of awards was determined in accordance with the simplified method, which estimates the term based on an averaging of the vesting period and contractual term of the option award grant. • Expected volatility — Since the Company was a private entity without sufficient historical data on the volatility of its ordinary stock, the expected volatility was based on the volatility of similar entities for a period consistent with the expected term of the award. In evaluating similarity, the Company considered factors such as industry, stage of life cycle, and size. • Risk-free rate - The estimate of the risk-free rate is based on the average of the published five and seven year US Treasury Bond rates, as of the date of grant, to align with the expected life. • Fair value of underlying common stock — As the Company’s common stock was not publicly traded, the fair value was determined by the Board of Directors with input from management and contemporaneous independent third-party valuations. |
Marketing and Advertising | Marketing and AdvertisingMarketing and advertising costs are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. |
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 consolidated statements of operations and comprehensive loss. For the period during which the Company's common stock was publicly traded, the fair value of the Public Warrants was based on quoted prices in an active market (see Fair Value Measurements), and the fair value of the Private Placement Warrants was estimated based on the quoted market price of the Public Warrants as the Company determined that the Private Placement Warrants are economically equivalent to the Public Warrants. For the period during which the Company's common stock was not publicly traded, the fair value of the warrants was estimated using the Black-Scholes option pricing model, which requires assumptions and judgments. Refer to Note 11 for further discussion on fair value considerations. |
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. |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the book and tax basis of assets and liabilities. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred income tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred income tax assets may not be realized. The Company believes that it has appropriate support for the income tax positions taken on its tax returns, and that its accruals for tax liabilities are adequate for all open tax years, which include 2018-2021, based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. Uncertain |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered all series of its redeemable convertible preferred stock to be participating securities; the redeemable convertible preferred stock was converted to common stock upon the consummation of the Merger on July 15, 2021. The Company does not have any participating securities subsequent to the Merger on July 15, 2021. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the Company’s convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For a period in which the Company reports a net loss, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Pronouncements 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 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 does not anticipate adoption to have a material impact on the Company's consolidated financial statements. 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 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 does not anticipate adoption to have a material impact on the Company's consolidated financial statements. 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Guidance (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or, for leasehold improvements, over the shorter of the estimated economic useful life or related lease terms as follows: Furniture and fixtures 3-7 years Leasehold improvements 2-5 years Software 2-3 years Tooling and manufacturing equipment 3 years Computer equipment 2 years Property and equipment consisted of the following as of: December 31, 2021 December 31, 2020 Tooling and manufacturing equipment $ 2,333 $ 1,731 Furniture and fixtures 579 569 Computer equipment 625 214 Software 213 213 Leasehold improvements 26 9 Total property and equipment 3,776 2,736 Less accumulated depreciation and amortization (1,906) (1,018) Property and equipment, net $ 1,870 $ 1,718 |
Merger (Tables)
Merger (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [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 equity holders (1) 90,824,573 81 % SBG public stockholders (3) 3,241,227 3 % Founder Shares (2) (3) 5,750,000 5 % PIPE investors (3) 12,968,000 11 % Owlet common stock immediately after Merger 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. |
Certain Balance Sheet Accounts
Certain Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment | Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or, for leasehold improvements, over the shorter of the estimated economic useful life or related lease terms as follows: Furniture and fixtures 3-7 years Leasehold improvements 2-5 years Software 2-3 years Tooling and manufacturing equipment 3 years Computer equipment 2 years Property and equipment consisted of the following as of: December 31, 2021 December 31, 2020 Tooling and manufacturing equipment $ 2,333 $ 1,731 Furniture and fixtures 579 569 Computer equipment 625 214 Software 213 213 Leasehold improvements 26 9 Total property and equipment 3,776 2,736 Less accumulated depreciation and amortization (1,906) (1,018) Property and equipment, net $ 1,870 $ 1,718 |
Schedule of Accrued Warranty | Changes in accrued warranty were as follows: For the Year Ended December 31, 2021 2020 Accrued warranty, beginning of period $ 924 $ 378 Provision for warranties issued during the period 584 1,840 Settlements of warranty claims during the period (847) (1,294) Accrued warranty, end of period $ 661 $ 924 |
Deferred Revenues (Tables)
Deferred Revenues (Tables) | 12 Months Ended |
Dec. 31, 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 Year Ended December 31, 2021 2020 Beginning balance $ 1,802 $ 845 Deferral of revenues 3,554 3,319 Recognition of deferred revenues (4,121) (2,362) Ending balance $ 1,235 $ 1,802 |
Long-Term Debt and Other Fina_2
Long-Term Debt and Other Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2021 December 31, 2020 Term note payable to SVB, maturing on April 1, 2024 $ 14,000 $ 10,000 Financed insurance premium 2,534 320 Small Business Administration Paycheck Protection Program note payable, maturing on April 22, 2022 — 2,075 Total debt 16,534 12,395 Less: current portion (8,534) (2,024) Less: debt discount and debt issuance costs (7) (191) Total long-term debt, net $ 7,993 $ 10,180 |
Summary of Future Aggregate Maturities of Notes Payable | As of December 31, 2021, future aggregate maturities of Term Notes and Financed Insurance Premium payables were as follows: Years Ending December 31, Amount 2022 $ 8,534 2023 6,000 2024 2,000 Total $ 16,534 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | As of December 31, 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 2022 $ 1,541 2023 1,587 2024 953 Total $ 4,081 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Common Stock Options Outstanding and Related Activity | The following is a summary of stock option information and weighted-average exercise prices: 2021 2020 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding at January 1 10,215,834 $ 0.45 9,899,765 $ 0.38 Granted 2,623,689 6.30 3,794,486 0.82 Exercised (704,672) 0.63 (417,866) 0.28 Canceled (1,769,796) 0.75 (3,050,929) 0.71 Expired (7,560) 0.12 (9,622) 0.63 Outstanding at December 31 10,357,495 1.87 10,215,834 0.45 Exercisable at December 31 6,712,145 $ 0.73 6,673,539 $ 0.30 |
Schedule of Key Weighted Average Assumptions for 2021 Grants | The key weighted average assumptions for 2021 grants are as follows: Year Ended December 31, 2021 2020 Expected volatility 64.9 % 63.5 % Risk-free rate 0.9 % 0.5 % Expected term in years 5.89 6.0 Dividend yield — % — % |
Summary of RSU information | The following is a summary of RSU information and weighted-average grant date fair values for the Company's RSUs: Year Ended December 31, 2021 2020 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested at January 1 $ — $ — $ — $ — Granted 4,085,666 4.08 Vested — Forfeited (15,399) 4.67 Unvested at December 31 $ 4,070,267 $ 4.08 $ — $ — |
Schedule of Stock-based Compensation Expense | Total stock-based compensation was recognized as follows (in thousands): Year Ended December 31, 2021 2020 General and administrative $ 1,826 $ 206 Sales and marketing 939 445 Research and development 1,494 419 Total stock-based compensation $ 4,259 $ 1,070 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Fair Value Measurement | The following table presents information about the Company's assets and liabilities measured and reported in the financial statements at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. December 31, 2021 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 94,973 $ — $ — $ 94,973 Total assets $ 94,973 $ — $ — $ 94,973 Liabilities: Common Stock warrant liability - Public Warrants $ 4,486 $ — $ — $ 4,486 Common Stock warrant liability - Private Placement Warrants — 2,575 — 2,575 Total liabilities $ 4,486 $ 2,575 $ — $ 7,061 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 % |
Reconciliation of Preferred Stock Warrant Liability Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) | 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: December 31, 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 December 31, 2021 $ — December 31, 2020 Preferred Stock Warrant Liability Balance as of December 31, 2019 $ 1,041 Change in fair value upon re-measurement 1,952 Balance as of December 31, 2020 $ 2,993 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Income Tax Expense | The provision for income taxes differs from the amount computed at federal statutory rates as follows for the year ended December 31: 2021 2020 Federal income tax at statutory rates $ (15,149) $ (2,214) State income tax at statutory rates (2,192) (296) Change in valuation allowance 14,864 1,980 Warrant (benefit) expense(1) (2,067) 410 Convertible notes conversion 5,473 — Transaction costs (941) — Other 43 140 Total income tax expense $ 31 $ 20 (1) Represents a permanent item attributed to preferred and common stock mark-to-market adjustments. |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred income tax assets (liabilities) are as follows as of December 31: 2021 2020 Deferred tax assets Accrued liabilities $ 987 $ 387 Stock-based compensation 740 196 163(j) Interest expense limitation 780 354 Net operating loss carryforwards 27,339 14,718 Other 836 212 Total deferred income tax assets 30,682 15,867 Valuation allowance (30,682) (15,818) Deferred tax liabilities — (49) Net deferred tax asset (liability) $ — $ — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2021 2020 Numerator: Net loss attributable to common stockholders (1) $ (71,704) $ (10,521) Denominator: Weighted-average common shares used in computed net loss per share attributable to common stockholders basic and diluted 63,216,912 21,956,848 Net loss per share attributable to common stockholders basic and diluted $ (1.13) $ (0.48) |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenue by Geographic Areas | Revenue by geographic area is based on the delivery address of the customer and is summarized as follows (in thousands): Year Ended December 31, 2021 2020 United States $ 65,442 $ 71,128 International 10,400 4,275 Total revenues $ 75,842 $ 75,403 |
Schedule of Major Customers | The Company’s major customers are as follows: Percent of Revenue as of December 31, 2021 Percent of Revenue as of December 31, 2020 Customer 1 23 % 24 % Customer 2 15 % 18 % Customer 3 12 % 9 % |
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): December 31, 2021 December 31, 2020 United States $ 705 $ 528 International 1,165 1,190 Total property and equipment, net $ 1,870 $ 1,718 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | Jul. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | |||
Contract with customer, contra-revenue, customer returns | $ 23,164 | ||
Contract with customer, reduction to cost of revenues, customer returns | 8,151 | ||
Inventory | 17,980 | $ 7,912 | |
Sales returns not yet received | 6,701 | ||
Accumulated deficit | (143,422) | (71,718) | |
Proceeds from reverse recapitalization and PIPE financing, net of $11,610 and $0, respectively, of transaction costs | $ 133,889 | 133,889 | $ 0 |
Returned Inventory Received | |||
Inventory [Line Items] | |||
Inventory | 1,450 | ||
Customers For Which Returns Are Expected To Be Received | |||
Inventory [Line Items] | |||
Accrued sales returns resulting from FDA Warning Letter | $ 20,145 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Recent Accounting Guidance - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets, finite-lived | $ 0 | $ 0 |
Intangible assets, net | 1,696,000 | 605,000 |
Accumulated amortization | 329,000 | 183,000 |
Capitalized software development costs | 1,101,000 | 0 |
Capitalized computer software, amortization | $ 0 | |
Product warranty period | 1 year | |
Marketing and advertising expense | $ 27,086,000 | $ 15,317,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Warrant | ||
Finite-Lived Intangible Assets [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Service period of the performance obligations | 5 months | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Service period of the performance obligations | 27 months | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of patents and trademarks | 10 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of patents and trademarks | 10 years | |
Film Production Costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of patents and trademarks | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Recent Accounting Guidance - Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 7 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 2 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Software and Software Development Costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 2 years |
Software and Software Development Costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Tooling and manufacturing equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 2 years |
Merger - Narrative (Details)
Merger - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 15, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||
Vested (in shares) | 496,717 | ||
Consideration received | $ | $ 9,890 | ||
Shares subject to vesting (in shares) | 2,807,500 | ||
Proceeds from reverse recapitalization and PIPE financing | $ | 133,889 | $ 133,889 | $ 0 |
Gross proceeds from merger | $ | 145,499 | ||
Reverse recapitalization transaction, net of fees | $ | 101,261 | ||
Common stock warrants received as part of the Merger | $ | 22,806 | 0 | |
Assumed current assets and liabilities | $ | 66 | ||
Deferred transaction costs | $ | 11,610 | $ 0 | |
General and administrative | |||
Business Acquisition [Line Items] | |||
Deferred transaction costs | $ | 5,370 | ||
Additional Paid-in Capital | |||
Business Acquisition [Line Items] | |||
Reverse recapitalization transaction, net of fees | $ | $ 101,259 | $ 101,259 | |
Sandbridge | |||
Business Acquisition [Line Items] | |||
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ / shares | $ 10 | ||
Redemption of stock, cash paid | $ | $ 197,588 | ||
Number of shares subject to forfeiture (in shares) | 2,807,500 | ||
Shares subject to vesting (in shares) | 2,807,500 | ||
Gross proceeds from initial public offering | $ | $ 213,407 | ||
Transaction cost | $ | $ 16,980 | ||
Sandbridge | PIPE Investors | |||
Business Acquisition [Line Items] | |||
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ / shares | $ 10 | ||
Sale of stock, shares issued in transaction (in shares) | 12,968,000 | ||
Proceeds from reverse recapitalization and PIPE financing | $ | $ 129,680 | ||
Class B Non-redeemable Common Stock | Sandbridge | |||
Business Acquisition [Line Items] | |||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | 5,750,000 | ||
Number of shares subject to forfeiture (in shares) | 2,807,500 | ||
Shares subject to vesting (in shares) | 2,807,500 | ||
Common Class A | Sandbridge | |||
Business Acquisition [Line Items] | |||
Stock redeemed or called during period (in shares) | 19,758,773 | ||
Conversion of stock, shares converted (in shares) | 3,241,227 | ||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | 3,241,227 | ||
Old Owlet | |||
Business Acquisition [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 (in dollars per share) | $ / shares | $ 3.1546 | ||
Warrants exercised | 429,314 | ||
Convertible preferred stock, conversion ratio | 2.053 | ||
Common stock exchanged (in shares) | 90,824,573 | ||
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ / shares | $ 20.53 | ||
Old Owlet | Related Party Convertible Promissory | |||
Business Acquisition [Line Items] | |||
Principal and accrued interest | $ | $ 7,122 | ||
Amount of convertible notes redeemed for cash | $ | $ 2 | ||
Old Owlet | Class B Non-redeemable Common Stock | |||
Business Acquisition [Line Items] | |||
Preferred stock outstanding (in shares) | 30,104,000 | ||
Old Owlet | Common Class A | |||
Business Acquisition [Line Items] | |||
Preferred stock outstanding (in shares) | 30,104,000 | ||
Old Owlet | Preferred Stock Series A | |||
Business Acquisition [Line Items] | |||
Warrants exercised | 433,356 |
Merger - Summary of Shares of C
Merger - Summary of Shares of Common Stock Issued and Outstanding in Business Combination (Details) - shares | Jul. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Owlet equity holders (in shares) | 90,824,573 | |||
Founder Shares (in shares) | 5,750,000 | |||
Owlet common stock immediately after merger (in shares) | 112,783,800 | |||
Owlet equity holders percentage | 81.00% | |||
Founder Shares percentage | 5.00% | |||
Owlet common stock immediately after Merger percentage | 100.00% | |||
Number of options outstanding (in shares) | 10,357,495 | 10,215,834 | 9,899,765 | |
Common stock, shares outstanding (in shares) | 112,996,568 | 22,118,619 | ||
Sandbridge | ||||
Business Acquisition [Line Items] | ||||
SBG public stockholders (in shares) | 3,241,227 | |||
SBG public stockholders percentage | 3.00% | |||
PIPE Investors | ||||
Business Acquisition [Line Items] | ||||
PIPE investors (in shares) | 12,968,000 | |||
PIPE investors percentage | 11.00% | |||
Old Owlet | ||||
Business Acquisition [Line Items] | ||||
Number of options outstanding (in shares) | 3,150,463 | |||
Common stock, shares outstanding (in shares) | 2,807,500 |
Certain Balance Sheet Account_2
Certain Balance Sheet Accounts - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,776 | $ 2,736 |
Less accumulated depreciation and amortization | (1,906) | (1,018) |
Property and equipment, net | 1,870 | 1,718 |
Tooling and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,333 | 1,731 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 579 | 569 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 625 | 214 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 213 | 213 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 26 | $ 9 |
Certain Balance Sheet Account_3
Certain Balance Sheet Accounts - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Accrued sales return current | $ 21,179 | $ 2,844 |
Tooling and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | 610 | 462 |
Property and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 987 | $ 765 |
Certain Balance Sheet Account_4
Certain Balance Sheet Accounts - Summary of Changes In Accrued Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Accrued warranty, beginning of period | $ 924 | $ 378 |
Provision for warranties issued during the period | 584 | 1,840 |
Settlements of warranty claims during the period | (847) | (1,294) |
Accrued warranty, end of period | $ 661 | $ 924 |
Deferred Revenues (Details)
Deferred Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Recognition of deferred revenues | $ 1,644 | $ 746 |
Minimum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Service period of the performance obligations | 5 months | |
Maximum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Service period of the performance obligations | 27 months |
Deferred Revenues- Summary of C
Deferred Revenues- Summary of Changes in the Total Deferred Revenues Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract With Customer, Liability [Roll Forward] | ||
Beginning balance | $ 1,802 | $ 845 |
Deferral of revenues | 3,554 | 3,319 |
Recognition of deferred revenues | (4,121) | (2,362) |
Ending balance | $ 1,235 | $ 1,802 |
Long-Term Debt and Other Fina_3
Long-Term Debt and Other Financing Arrangements - Summary of the Company's Long-term Indebtedness (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Total debt | $ 16,534 | $ 12,395 |
Less: current portion | (8,534) | (2,024) |
Less: debt discount and debt issuance costs | (7) | (191) |
Long-term debt, net | 7,993 | 10,180 |
Term Note Payable to SVB | ||
Line of Credit Facility [Line Items] | ||
Total debt | 14,000 | 10,000 |
Financed Insurance Premium | ||
Line of Credit Facility [Line Items] | ||
Total debt | 2,534 | 320 |
Small Business Administration Paycheck Protection Program Note Payable | ||
Line of Credit Facility [Line Items] | ||
Total debt | $ 0 | $ 2,075 |
Long-Term Debt and Other Fina_4
Long-Term Debt and Other Financing Arrangements - Narrative (Details) $ in Thousands | Nov. 01, 2021 | Jun. 15, 2021USD ($) | May 25, 2021USD ($) | Sep. 22, 2020 | Apr. 22, 2020USD ($) | May 31, 2021USD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2021USD ($)Payment | Dec. 31, 2020USD ($) | May 24, 2021USD ($) | May 14, 2021USD ($) | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Loss on extinguishment of debt | $ (2,098) | $ 0 | ||||||||||
Total debt | 16,534 | 12,395 | ||||||||||
Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Borrowing capacity | $ 17,500 | 17,500 | $ 12,500 | |||||||||
Cash and cash availability streamline threshold | 8,000 | 8,000 | 7,000 | $ 7,000 | $ 6,000 | |||||||
Draw against line of credit | 0 | 9,700 | ||||||||||
Proceeds from short-term borrowings | $ 50,000 | |||||||||||
Cash and cash availability EBITDA covenant threshold | $ 5,000 | |||||||||||
Term Note Payable to SVB | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Additional borrowing | $ 5,000 | $ 1,000 | 2,000 | |||||||||
Loss on extinguishment of debt | 182 | 172 | ||||||||||
Debt instrument repayment term | 30 months | 36 months | ||||||||||
Borrowing capacity | 2,000 | |||||||||||
Total debt | 14,000 | 10,000 | ||||||||||
Financed Insurance Premium | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Financed insurance liability to be paid | $ 4,699 | |||||||||||
Number of monthly payments | Payment | 10 | |||||||||||
Financed insurance premium accrued interest rate | 0.0359% | |||||||||||
Total debt | $ 2,534 | 320 | ||||||||||
Small Business Administration Paycheck Protection Program Note Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 0 | $ 2,075 | ||||||||||
Proceeds from issuance of debt | $ 2,075 | |||||||||||
Interest rate | 0.01% | |||||||||||
PPP loan term | 2 years | |||||||||||
Received forgiveness of loan, principal amount | $ 2,075 | |||||||||||
Received forgiveness of loan, interest amount | $ 24 | |||||||||||
Received forgiveness from loan | $ 2,098 | |||||||||||
Minimum | Line of Credit | All Other Times | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 0.0125% | |||||||||||
Maximum | Line of Credit | All Other Times | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 0.06% | |||||||||||
Prime Rate | Minimum | Line of Credit | Streamline Period In Effect | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 0.0075% | |||||||||||
Prime Rate | Minimum | Term Note Payable to SVB | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 0.035% | 0.045% | ||||||||||
Prime Rate | Maximum | Line of Credit | Streamline Period In Effect | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 0.055% | |||||||||||
Prime Rate | Maximum | Term Note Payable to SVB | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 0.065% | 0.075% |
Long-Term Debt and Other Fina_5
Long-Term Debt and Other Financing Arrangements - Summary of Future Aggregate Maturities of Notes Payable (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 8,534 |
2023 | 6,000 |
2024 | 2,000 |
Total | $ 16,534 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Conversion price (in dollars per share) | $ 3.1546 | ||
Convertible notes payable | $ 2 | ||
Interest expense from contingent beneficial conversion feature | $ 26,061 | $ 0 | |
Related Party Convertible Promissory | |||
Related Party Transaction [Line Items] | |||
Notes payable, related parties | $ 6,500 | ||
Interest rate | 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 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2021claim | Aug. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Rental expense under operating leases | $ 1,985 | $ 1,221 | |||
Long-term Purchase Commitment [Line Items] | |||||
Number of new claims filed | claim | 2 | ||||
Rental expense under operating leases | $ 1,985 | $ 1,221 | |||
Cloud Platform Services | |||||
Long-term Purchase Commitment [Line Items] | |||||
Purchase obligation | $ 5,000 | ||||
Purchase obligation paid period | 36 months | ||||
Future Product Manufacturing | |||||
Long-term Purchase Commitment [Line Items] | |||||
Purchase obligation | $ 1,600 | ||||
Purchase obligation paid period | 12 months |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 1,541 |
2023 | 1,587 |
2024 | 953 |
Total | $ 4,081 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Jul. 15, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of options exercised | $ 4,649 | $ 740 | |
Intrinsic value of options outstanding | $ 17,529 | $ 54,135 | |
Options outstanding, weighted-average remaining life | 6 years 11 months 12 days | 7 years 3 months 14 days | |
Aggregate intrinsic values, vested and exercisable | $ 14,775 | $ 36,326 | |
Weighted average remaining contractual term, vested and exercisable | 5 years 10 months 20 days | 6 years 5 months 19 days | |
Grant date fair value of options vested | $ 2,822 | $ 842 | |
Grant date fair value of options granted | $ 9,507 | $ 3,879 | |
Weighted-average grant date fair value of options granted (in dollars per share) | $ / shares | $ 3.62 | $ 1.02 | |
Stock options vested and expected to vest (in shares) | shares | 10,352,973 | ||
Stock options vested and expected to vest, intrinsic value | $ 17,532 | ||
Stock options vested and expected to vest, weighted-average exercise price (in dollars per share) | $ / shares | $ 1.86 | ||
Stock options vested and expected to vest, weighted-average remaining life | 6 years 11 months 12 days | ||
Stock-based compensation expense | $ 4,259 | $ 1,070 | |
Unrecognized stock-based compensation costs related to non-vested options | $ 8,621 | ||
2014 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Convertible preferred stock, conversion ratio | 2.053 | ||
2021 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized for issuance (in shares) | shares | 18,144,695,000 | ||
Annual increase, percent of outstanding common stock | 5.00% | ||
Annual increase period | 10 years | ||
Shares of common stock reserved for issuance (in shares) | shares | 34,386,810,000 | ||
Number of shares available for grant (in shares) | shares | 16,097,168 | ||
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Stock-based compensation expense | $ 3,061 | 1,070 | |
Unrecognized share-based compensation cost, period for recognition | 2 years 9 months 21 days | ||
Options | Share-based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Vesting percentage | 25.00% | ||
Options | 2014 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum term | 10 years | ||
Options | 2021 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum term | 10 years | ||
Options | Minimum | 2014 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Options | Minimum | 2021 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Options | Maximum | 2014 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Options | Maximum | 2021 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,198 | $ 0 | |
Aggregated fair value of RSUs granted | $ 16,685 | ||
Unrecognized share-based compensation cost, period for recognition | 3 years 4 months 17 days | ||
Unrecognized stock-based compensation costs related to unvested RSUs | $ 15,415 | ||
Restricted Stock Units (RSUs) | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Restricted Stock Units (RSUs), Four Year Vesting Term | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Restricted Stock Units (RSUs), Four Year Vesting Term | Share-based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Vesting percentage | 25.00% | ||
Restricted Stock Units (RSUs), Two Year Vesting Term | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Restricted Stock Units (RSUs), Two Year Vesting Term | Share-based Payment Arrangement, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Vesting percentage | 50.00% |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Common Stock Options Outstanding and related Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Outstanding at beginning of period (in shares) | 10,215,834 | 9,899,765 |
Granted (in shares) | 2,623,689 | 3,794,486 |
Exercised (in shares) | (704,672) | (417,866) |
Canceled (in shares) | (1,769,796) | (3,050,929) |
Expired (in shares) | (7,560) | (9,622) |
Outstanding at end of period (in shares) | 10,357,495 | 10,215,834 |
Exercisable at end of period | 6,712,145 | 6,673,539 |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 0.45 | $ 0.38 |
Granted (in dollars per share) | 6.30 | 0.82 |
Exercised (in dollars per share) | 0.63 | 0.28 |
Canceled (in dollars per share) | 0.75 | 0.71 |
Expired (in dollars per share) | 0.12 | 0.63 |
Outstanding at end of period (in dollars per share) | 1.87 | 0.45 |
Exercisable at end of period (in dollars per share) | $ 0.73 | $ 0.30 |
Share-based Compensation - Sc_2
Share-based Compensation - Schedule of Key Weighted Average Assumptions for 2021 Grants (Details) - Options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 64.90% | 63.50% |
Risk-free rate | 0.90% | 0.50% |
Expected term in years | 5 years 10 months 20 days | 6 years |
Dividend yield | 0.00% | 0.00% |
Share-based Compensation - Summ
Share-based Compensation - Summary of RSU Information (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Unvested at beginning of period (in shares) | 0 | 0 |
Granted (in shares) | 4,085,666 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (15,399) | |
Unvested at end of period (in shares) | 4,070,267 | 0 |
Weighted Average Grant Date Fair Value | ||
Unvested at beginning of period (in dollars per share) | $ 0 | $ 0 |
Granted (in dollars per share) | 4.08 | |
Vested (in dollars per share) | ||
Forfeited (in dollars per share) | 4.67 | |
Unvested at end of period (in dollars per share) | $ 4.08 | $ 0 |
Share-based Compensation - Stoc
Share-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 4,259 | $ 1,070 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 1,826 | 206 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 939 | 445 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 1,494 | $ 419 |
Common Stock Warrants and Ear_2
Common Stock Warrants and Earnout Shares - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 17, 2020USD ($)$ / sharesshares | Dec. 31, 2021d$ / sharesshares | Jul. 15, 2021shares |
Class of Stock [Line Items] | |||
Period for warrants to become exercisable after IPO | 12 months | ||
Expiration period of warrants | 5 years | ||
Number of trading days | d | 20 | ||
Warrant, waiting period until exercisable | 90 days | ||
Shares subject to vesting (in shares) | shares | 2,807,500 | ||
Sandbridge | |||
Class of Stock [Line Items] | |||
Number of shares subject to forfeiture (in shares) | shares | 2,807,500 | ||
Shares subject to vesting (in shares) | shares | 2,807,500 | ||
Minimum | |||
Class of Stock [Line Items] | |||
Number of trading days | d | 30 | ||
Common Class A | Minimum | |||
Class of Stock [Line Items] | |||
Warrant redemption price (in dollars per share) | $ / shares | $ 18 | ||
Period after written notice of redemption is given | 30 days | ||
Common Class A | Redemption of Warrants When Price Exceeds $18.00 | |||
Class of Stock [Line Items] | |||
Warrant redemption price (in dollars per share) | $ / shares | $ 0.01 | ||
Notice period to redeem warrants | 30 days | ||
Number of trading days | d | 20 | ||
Trading day threshold period | d | 30 | ||
Common Class A | Redemption of Warrants When Price Exceeds $18.00 | Minimum | |||
Class of Stock [Line Items] | |||
Share price (in dollars per share) | $ / shares | $ 18 | ||
Common Class A | Redemption of Warrants When Price Exceeds $10.00 | |||
Class of Stock [Line Items] | |||
Share price (in dollars per share) | $ / shares | 10 | ||
Warrant redemption price (in dollars per share) | $ / shares | $ 0.10 | ||
Notice period to redeem warrants | 30 days | ||
Public Warrant | |||
Class of Stock [Line Items] | |||
Temporary equity, shares outstanding (in shares) | shares | 11,500,000 | ||
Private Placement Warrants | |||
Class of Stock [Line Items] | |||
Shares issued, price per share (in dollars per share) | $ / shares | $ 1 | ||
Sale of number of warrants | shares | 6,600,000 | ||
Gross proceeds from issuance of warrants | $ | $ 6,600 | ||
Temporary equity, shares outstanding (in shares) | shares | 6,600,000 | ||
Private Placement Warrants | Common Class A | |||
Class of Stock [Line Items] | |||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | ||
Additional Offering | Common Class A | |||
Class of Stock [Line Items] | |||
Period for warrants to become exercisable | 30 days | ||
Additional Offering | Common Class A | Redemption of Warrants When Price Exceeds $18.00 | |||
Class of Stock [Line Items] | |||
Warrant redemption price (in dollars per share) | $ / shares | $ 18 | ||
Initial Public Offering | Common Class A | |||
Class of Stock [Line Items] | |||
Number of securities called by each unit (in shares) | shares | 1 | ||
Number of securities called by each warrant (in shares) | shares | 1 | ||
Initial Public Offering | Public Shares | |||
Class of Stock [Line Items] | |||
Units issued (in shares) | shares | 23,000,000 | ||
Shares issued, price per share (in dollars per share) | $ / shares | $ 10 | ||
Initial Public Offering | Public Warrant | |||
Class of Stock [Line Items] | |||
Number of securities called by each unit (in shares) | shares | 0.5 | ||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | ||
Over-Allotment Option | Public Shares | |||
Class of Stock [Line Items] | |||
Units issued (in shares) | shares | 3,000,000 | ||
Shares issued, price per share (in dollars per share) | $ / shares | $ 10 | ||
12.50 Stock Price | |||
Class of Stock [Line Items] | |||
Share price (in dollars per share) | $ / shares | $ 12.50 | ||
Shares subject to vesting (in shares) | shares | 1,403,750 | ||
15.00 Stock Price | |||
Class of Stock [Line Items] | |||
Share price (in dollars per share) | $ / shares | $ 15 | ||
Shares subject to vesting (in shares) | shares | 1,403,750 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Fair Value Measurement (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 94,973 | $ 16,954 |
Total liabilities | 7,061 | 2,993 |
Common Stock warrant liability - Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 4,486 | |
Common Stock warrant liability - Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 2,575 | |
Preferred stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 2,993 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 94,973 | 16,954 |
Total liabilities | 4,486 | 0 |
Level 1 | Common Stock warrant liability - Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 4,486 | |
Level 1 | Common Stock warrant liability - Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 1 | Preferred stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 2,575 | 0 |
Level 2 | Common Stock warrant liability - Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 2 | Common Stock warrant liability - Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 2,575 | |
Level 2 | Preferred stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 0 | 2,993 |
Level 3 | Common Stock warrant liability - Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 3 | Common Stock warrant liability - Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 3 | Preferred stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 2,993 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 94,973 | 16,954 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 94,973 | 16,954 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Black-Scholes Option Pricing Model Assumptions (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expiration period of warrants | 5 years | |
Series A preferred stock value per share | Preferred stock warrant liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurement input | 7.47 | |
Exercise price of warrants | Preferred stock warrant liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurement input | 0.76 | |
Term in years | Preferred stock warrant liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expiration period of warrants | 5 years 9 months | |
Risk-free interest rate | Preferred stock warrant liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurement input | 0.0297 | |
Volatility | Preferred stock warrant liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurement input | 0.6700 | |
Dividend yield | Preferred stock warrant liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurement input | 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Preferred Stock Warrant Liability Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) (Details) - Preferred stock warrant liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 2,993 | $ 1,041 |
Change in fair value included in other income | 5,578 | 1,952 |
Conversion of preferred stock warrants in connection with the reverse recapitalization | (8,571) | |
Ending Balance | $ 0 | $ 2,993 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | $ 31 | $ 20 |
Valuation allowance | 30,682 | $ 15,818 |
Increase in valuation allowance | 14,864 | |
Unrecognized tax benefits | 0 | |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 110,923 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 98,474 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at statutory rates | $ (15,149) | $ (2,214) |
State income tax at statutory rates | (2,192) | (296) |
Change in valuation allowance | 14,864 | 1,980 |
Warrant (benefit) expense | (2,067) | 410 |
Convertible notes conversion | 5,473 | 0 |
Transaction costs | (941) | 0 |
Other | 43 | 140 |
Total income tax expense | $ 31 | $ 20 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Accrued liabilities | $ 987 | $ 387 |
Stock-based compensation | 740 | 196 |
163(j) Interest expense limitation | 780 | 354 |
Net operating loss carryforwards | 27,339 | 14,718 |
Other | 836 | 212 |
Total deferred income tax assets | 30,682 | 15,867 |
Valuation allowance | (30,682) | (15,818) |
Deferred tax liabilities | 0 | (49) |
Net deferred tax asset (liability) | $ 0 | $ 0 |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (71,704) | $ (10,521) |
Denominator: | ||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares) | 63,216,912 | 21,956,848 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) | 63,216,912 | 21,956,848 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (1.13) | $ (0.48) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (1.13) | $ (0.48) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to vesting (in shares) | 2,807,500 | |
Common Stock Warrants | ||
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 | Old Owlet | ||
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 | Old Owlet | ||
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 | |
Preferred Stock | Old Owlet | ||
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 | |
Convertible Notes | Old Owlet | ||
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 | 5,651,609 |
Segments - Additional Informati
Segments - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segments - Revenue by Geographi
Segments - Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 75,842 | $ 75,403 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 65,442 | 71,128 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 10,400 | $ 4,275 |
Segments - Schedule of Major Cu
Segments - Schedule of Major Customers (Details) - Customer Concentration Risk - Revenue from Contract with Customer Benchmark | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer 1 | ||
Concentration Risk [Line Items] | ||
Percentage of total revenue | 23.00% | 24.00% |
Customer 2 | ||
Concentration Risk [Line Items] | ||
Percentage of total revenue | 15.00% | 18.00% |
Customer 3 | ||
Concentration Risk [Line Items] | ||
Percentage of total revenue | 12.00% | 9.00% |
Segments - Schedule of Long-Liv
Segments - Schedule of Long-Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 1,870 | $ 1,718 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 705 | 528 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 1,165 | $ 1,190 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Nov. 01, 2021 | Apr. 22, 2020 | Dec. 31, 2021 | May 25, 2021 | May 24, 2021 | May 14, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash and cash availability streamline threshold | $ 8,000 | $ 8,000 | $ 7,000 | $ 6,000 | $ 7,000 | ||||
Cash and cash availability EBITDA covenant threshold | $ 5,000 | ||||||||
Minimum | All Other Times | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 0.0125% | ||||||||
Minimum | Prime Rate | Streamline Period In Effect | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 0.0075% | ||||||||
Minimum | Term Note Payable to SVB | Prime Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.035% | 0.045% | |||||||
Maximum | All Other Times | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 0.06% | ||||||||
Maximum | Prime Rate | Streamline Period In Effect | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 0.055% | ||||||||
Maximum | Term Note Payable to SVB | Prime Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.065% | 0.075% | |||||||
Subsequent Event | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash and cash availability streamline threshold | $ 50,000 | ||||||||
Cash and cash availability EBITDA covenant threshold | $ 30,000 | ||||||||
Subsequent Event | Minimum | All Other Times | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 1.25% | ||||||||
Subsequent Event | Minimum | Prime Rate | Streamline Period In Effect | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 0.75% | ||||||||
Subsequent Event | Minimum | Term Note Payable to SVB | Prime Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||
Subsequent Event | Maximum | All Other Times | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 5.00% | ||||||||
Subsequent Event | Maximum | Prime Rate | Streamline Period In Effect | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 5.00% | ||||||||
Subsequent Event | Maximum | Term Note Payable to SVB | Prime Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 5.75% |