Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2021 | |
Document Information [Line Items] | ||
Entity Registrant Name | Berkshire Grey, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001824734 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39768 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Tax Identification Number | 85-2994421 | |
Entity Address, Postal Zip Code | 01730 | |
Entity Address, Address Line One | 140 South Road | |
Entity Address, City or Town | Bedford | |
Entity Address, State or Province | MA | |
City Area Code | 833 | |
Local Phone Number | 848-9900 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 223,934,574 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | BGRY | |
Security Exchange Name | NASDAQ | |
Common Class C [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | BGRYW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 203,135 | $ 93,857 |
Accounts receivable | 7,778 | 16,752 |
Inventories, net | 3,461 | 758 |
Deferred fulfillment costs (see Note 8 for related party transactions) | 9,589 | 3,461 |
Prepaid expenses | 6,831 | 804 |
Other current assets | 2,418 | 132 |
Total current assets | 233,212 | 115,764 |
Property and equipment - net | 10,327 | 9,403 |
Restricted cash | 1,121 | 1,121 |
Other non-current assets | 24 | 101 |
Total assets | 244,684 | 126,389 |
Current liabilities: | ||
Accounts payable | 4,677 | 1,681 |
Accrued expenses | 17,922 | 7,771 |
Contract liabilities (see Note 8 for related party transactions) | 14,125 | 22,331 |
Other current liabilities | 153 | 182 |
Total current liabilities | 36,877 | 31,965 |
Share-based compensation liability | 19,225 | 3,047 |
Warrant Liabilities | 17,848 | |
Other non-current liabilities | 1,976 | 2,057 |
Total liabilities | 75,926 | 37,069 |
Commitments and contingencies (Note 15) | ||
Mezzanine equity: | ||
Redeemable convertible preferred stock - $0.0001 par value; nil shares authorized, issued, and outstanding as of September 30, 2021; and 188,353,093 shares authorized, 165,744,062 shares issued and outstanding as of December 31, 2020; aggregate liquidation preference of $239,447 as of December 31, 2020 (Note 9) | 223,442 | |
Stockholders' equity (deficit): | ||
Common stock - Class A shares, $0.0001 par value; 385,000,000 and 261,657,617 shares authorized, 222,597,413 and 28,292,106 shares issued, and 222,597,413 and 21,288,845 outstanding as of September 30, 2021 and December 31, 2020, respectively; Class C shares, par value $0.0001, 5,750,000 and nil shares issued and outstanding as of September 30, 2021 and December 30, 2020, respectively | 23 | 3 |
Additional paid-in capital | 437,379 | 17,578 |
Accumulated deficit | (268,639) | (151,704) |
Accumulated other comprehensive (loss) income | (5) | 1 |
Total stockholders' equity (deficit) | 168,758 | (134,122) |
Total liabilities, mezzanine equity, and stockholders' equity (deficit) | $ 244,684 | $ 126,389 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 188,353,093 | |
Preferred stock, shares issued | 165,744,062 | |
Preferred stock, shares outstanding | 165,744,062 | |
Liquidation preference | $ 239,447 | |
Redeemable Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized | 0 | 188,353,093 |
Preferred stock, shares issued | 0 | 165,744,062 |
Preferred stock, shares outstanding | 0 | 165,744,062 |
Liquidation preference | $ 239,447 | |
Class A Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 385,000,000 | 261,657,617 |
Common stock, shares issued | 222,597,413 | 28,292,106 |
Common stock, shares outstanding | 222,597,413 | 21,288,845 |
Class C common stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,750,000 | 0 |
Common stock, shares outstanding | 5,750,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue (see Note 8 for related party transactions) | $ 18,794 | $ 2,210 | $ 27,262 | $ 31,238 |
Cost of revenue (see Note 8 for related party transactions) | 21,543 | 2,321 | 31,481 | 29,713 |
Gross (loss) profit | (2,749) | (4,219) | 1,525 | |
General and Administrative Expense | 19,286 | 2,971 | 28,138 | 9,693 |
Selling and Marketing Expense | 7,174 | 2,906 | 45,197 | 6,244 |
Research and Development Expense | 17,745 | 8,146 | 45,797 | 25,347 |
Total operating expenses | 44,205 | 14,023 | 119,132 | 41,284 |
Loss from operations | (46,954) | (14,134) | (123,351) | (39,759) |
Other income (expense): | ||||
Interest income, net | 9 | 3 | 23 | 276 |
Change in fair value of derivative liabilities | 6,490 | 6,490 | 3,926 | |
Other expense, net | (17) | (4) | (57) | 1 |
Net loss before income taxes | (40,472) | (14,135) | (116,895) | (35,558) |
Income tax | 28 | 40 | ||
Net loss | (40,500) | (14,135) | (116,935) | (35,560) |
Net foreign currency translation adjustments | (5) | |||
Total Comprehensive loss | $ (40,500) | $ (14,135) | $ (116,940) | $ (35,560) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 183,838,219 | 20,882,502 | 76,685,048 | 20,782,379 |
Class A Common Stock | ||||
Other income (expense): | ||||
Net loss | $ (39,509) | $ (14,135) | $ (114,627) | $ (35,560) |
Net loss per common share (Class A and C), basic and diluted | $ (0.22) | $ (0.68) | $ (1.52) | $ (1.71) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 179,338,218 | 20,882,502 | 75,168,564 | 20,782,379 |
Class A and C Common Stock | ||||
Other income (expense): | ||||
Net loss per common share (Class A and C), basic and diluted | $ (0.22) | $ (0.68) | $ (1.52) | $ (1.71) |
Common Class C [Member] | ||||
Other income (expense): | ||||
Net loss | $ (991) | $ (2,313) | ||
Net loss per common share (Class A and C), basic and diluted | $ (0.22) | $ (1.52) | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 4,500,000 | 1,516,484 |
Consolidated Statements of Mezz
Consolidated Statements of Mezzanine Equity and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Previously Reported [Member] | Retroactive Application Of Recapitalization [Member] | Common Stock [Member] | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported [Member] | Additional Paid-in CapitalRetroactive Application Of Recapitalization [Member] | Accumulated Deficit | Accumulated DeficitPreviously Reported [Member] | Accumulated DeficitRetroactive Application Of Recapitalization [Member] | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Previously Reported [Member] | Accumulated Other Comprehensive Income (Loss)Retroactive Application Of Recapitalization [Member] | Mezzanine Equity | Mezzanine EquityPreviously Reported [Member] | Mezzanine EquityRetroactive Application Of Recapitalization [Member] | Mezzanine EquityMezzanine Equity Previously Reported [Member] | Class A Common Stock | Class A Common StockPreviously Reported [Member] | Class A Common StockRetroactive Application Of Recapitalization [Member] | Class A Common StockCommon Stock [Member] | Class C Common Stock |
Balance at Dec. 31, 2019 | $ (80,030) | $ (80,029) | $ 1 | $ 14,028 | $ 14,028 | $ (94,061) | $ (94,061) | $ 3 | $ 4 | $ 1 | ||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 3,521,477 | 20,691,671 | 17,170,194 | |||||||||||||||||||
Mezzanine equity (in Shares) at Dec. 31, 2019 | 28,207,674 | 165,744,062 | 137,536,388 | |||||||||||||||||||
Mezzanine equity at Dec. 31, 2019 | $ 223,442 | $ 223,442 | ||||||||||||||||||||
Proceeds from exercise of stock options (in Shares) | 51,631 | |||||||||||||||||||||
Proceeds from exercise of stock options | $ 16 | $ 16 | ||||||||||||||||||||
Stock-based compensation | 461 | 461 | ||||||||||||||||||||
Net loss | (11,742) | $ (11,742) | ||||||||||||||||||||
Mezzanine equity (in Shares) at Mar. 31, 2020 | 165,744,062 | |||||||||||||||||||||
Mezzanine equity at Mar. 31, 2020 | $ 223,442 | |||||||||||||||||||||
Balance at Mar. 31, 2020 | (91,294) | 14,505 | (105,803) | $ 4 | ||||||||||||||||||
Balance (in Shares) at Mar. 31, 2020 | 20,743,302 | |||||||||||||||||||||
Balance at Dec. 31, 2019 | (80,030) | (80,029) | 1 | 14,028 | 14,028 | (94,061) | (94,061) | $ 3 | $ 4 | $ 1 | ||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 3,521,477 | 20,691,671 | 17,170,194 | |||||||||||||||||||
Mezzanine equity (in Shares) at Dec. 31, 2019 | 28,207,674 | 165,744,062 | 137,536,388 | |||||||||||||||||||
Mezzanine equity at Dec. 31, 2019 | $ 223,442 | $ 223,442 | ||||||||||||||||||||
Issuance of common shares upon merger | ||||||||||||||||||||||
Net loss | (35,560) | $ (35,560) | ||||||||||||||||||||
Mezzanine equity (in Shares) at Sep. 30, 2020 | 165,744,062 | |||||||||||||||||||||
Mezzanine equity at Sep. 30, 2020 | $ 223,442 | |||||||||||||||||||||
Balance at Sep. 30, 2020 | (113,970) | 15,647 | (129,621) | $ 4 | ||||||||||||||||||
Balance (in Shares) at Sep. 30, 2020 | 21,067,561 | |||||||||||||||||||||
Balance at Mar. 31, 2020 | (91,294) | 14,505 | (105,803) | $ 4 | ||||||||||||||||||
Balance (in Shares) at Mar. 31, 2020 | 20,743,302 | |||||||||||||||||||||
Mezzanine equity (in Shares) at Mar. 31, 2020 | 165,744,062 | |||||||||||||||||||||
Mezzanine equity at Mar. 31, 2020 | $ 223,442 | |||||||||||||||||||||
Proceeds from exercise of stock options (in Shares) | 42,794 | |||||||||||||||||||||
Proceeds from exercise of stock options | 16 | 16 | ||||||||||||||||||||
Stock-based compensation | 361 | 361 | ||||||||||||||||||||
Net loss | (9,683) | (9,683) | ||||||||||||||||||||
Mezzanine equity (in Shares) at Jun. 30, 2020 | 165,744,062 | |||||||||||||||||||||
Mezzanine equity at Jun. 30, 2020 | $ 223,442 | |||||||||||||||||||||
Balance at Jun. 30, 2020 | (100,600) | 14,882 | (115,486) | $ 4 | ||||||||||||||||||
Balance (in Shares) at Jun. 30, 2020 | 20,786,096 | |||||||||||||||||||||
Proceeds from exercise of stock options (in Shares) | 281,465 | |||||||||||||||||||||
Proceeds from exercise of stock options | 102 | 102 | ||||||||||||||||||||
Stock-based compensation | 663 | 663 | ||||||||||||||||||||
Net loss | (14,135) | (14,135) | $ (14,135) | |||||||||||||||||||
Mezzanine equity (in Shares) at Sep. 30, 2020 | 165,744,062 | |||||||||||||||||||||
Mezzanine equity at Sep. 30, 2020 | $ 223,442 | |||||||||||||||||||||
Balance at Sep. 30, 2020 | (113,970) | 15,647 | (129,621) | $ 4 | ||||||||||||||||||
Balance (in Shares) at Sep. 30, 2020 | 21,067,561 | |||||||||||||||||||||
Balance at Dec. 31, 2020 | $ (134,122) | (134,122) | (134,121) | 1 | 17,578 | 17,578 | (151,704) | (151,704) | $ 1 | $ 1 | $ 3 | $ 4 | $ 1 | |||||||||
Balance (in Shares) at Dec. 31, 2020 | 3,623,109 | 21,288,845 | 17,665,736 | |||||||||||||||||||
Mezzanine equity (in Shares) at Dec. 31, 2020 | 165,744,062 | 28,207,674 | 165,744,062 | 137,536,388 | ||||||||||||||||||
Mezzanine equity at Dec. 31, 2020 | $ 223,442 | $ 223,442 | $ 223,442 | |||||||||||||||||||
Proceeds from exercise of stock options (in Shares) | 1,347,220 | |||||||||||||||||||||
Proceeds from exercise of stock options | 278 | 278 | ||||||||||||||||||||
Stock-based compensation | 1,165 | 1,165 | ||||||||||||||||||||
Other comprehensive loss | (6) | $ (6) | ||||||||||||||||||||
Net loss | (44,681) | (44,681) | ||||||||||||||||||||
Mezzanine equity (in Shares) at Mar. 31, 2021 | 165,744,062 | |||||||||||||||||||||
Mezzanine equity at Mar. 31, 2021 | $ 223,442 | |||||||||||||||||||||
Balance at Mar. 31, 2021 | (177,365) | 19,021 | (196,385) | (5) | $ 4 | |||||||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 22,636,065 | |||||||||||||||||||||
Balance at Dec. 31, 2020 | $ (134,122) | $ (134,122) | $ (134,121) | 1 | 17,578 | $ 17,578 | (151,704) | $ (151,704) | $ 1 | $ 1 | $ 3 | $ 4 | $ 1 | |||||||||
Balance (in Shares) at Dec. 31, 2020 | 3,623,109 | 21,288,845 | 17,665,736 | |||||||||||||||||||
Mezzanine equity (in Shares) at Dec. 31, 2020 | 165,744,062 | 28,207,674 | 165,744,062 | 137,536,388 | ||||||||||||||||||
Mezzanine equity at Dec. 31, 2020 | $ 223,442 | $ 223,442 | $ 223,442 | |||||||||||||||||||
Issuance of common shares upon merger | 192,102 | |||||||||||||||||||||
Net loss | (116,935) | $ (114,627) | $ (2,313) | |||||||||||||||||||
Mezzanine equity at Sep. 30, 2021 | ||||||||||||||||||||||
Balance at Sep. 30, 2021 | 168,758 | 437,379 | (268,639) | (5) | $ 23 | |||||||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 222,597,413 | 5,750,000 | ||||||||||||||||||||
Balance at Mar. 31, 2021 | (177,365) | 19,021 | (196,385) | (5) | $ 4 | |||||||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 22,636,065 | |||||||||||||||||||||
Mezzanine equity (in Shares) at Mar. 31, 2021 | 165,744,062 | |||||||||||||||||||||
Mezzanine equity at Mar. 31, 2021 | $ 223,442 | |||||||||||||||||||||
Proceeds from exercise of stock options (in Shares) | 253,149 | |||||||||||||||||||||
Proceeds from exercise of stock options | 217 | 217 | ||||||||||||||||||||
Reclassification of restricted stock to equity | 8,836 | 8,836 | ||||||||||||||||||||
Stock-based compensation | 1,163 | 1,163 | ||||||||||||||||||||
Net loss | (31,754) | (31,754) | ||||||||||||||||||||
Mezzanine equity (in Shares) at Jun. 30, 2021 | 165,744,062 | |||||||||||||||||||||
Mezzanine equity at Jun. 30, 2021 | $ 223,442 | |||||||||||||||||||||
Balance at Jun. 30, 2021 | (198,903) | 29,237 | (228,139) | (5) | $ 4 | |||||||||||||||||
Balance (in Shares) at Jun. 30, 2021 | 22,889,214 | |||||||||||||||||||||
Issuance of common shares upon merger | 2,768 | 2,766 | $ 2 | |||||||||||||||||||
Issuance of common shares upon merger shares | 15,312,113 | 5,750,000 | ||||||||||||||||||||
Issuance of PIPE Shares | 165,000 | $ 1 | 164,999 | |||||||||||||||||||
Issuance of PIPE shares, shares | 16,500,000 | |||||||||||||||||||||
Mezzanine Equity Conversion | 223,442 | 223,426 | $ (223,442) | $ 16 | ||||||||||||||||||
Mezzanine Equity Conversion Shares | (165,744,062) | 165,744,062 | ||||||||||||||||||||
Proceeds from exercise of stock options (in Shares) | 2,152,024 | |||||||||||||||||||||
Proceeds from exercise of stock options | 866 | 866 | ||||||||||||||||||||
Reclassification of restricted stock to equity | 1,829 | 1,829 | ||||||||||||||||||||
Stock-based compensation | 14,256 | $ 14,256 | ||||||||||||||||||||
Net loss | (40,500) | $ (40,500) | $ (39,509) | $ (991) | ||||||||||||||||||
Mezzanine equity at Sep. 30, 2021 | ||||||||||||||||||||||
Balance at Sep. 30, 2021 | $ 168,758 | $ 437,379 | $ (268,639) | $ (5) | $ 23 | |||||||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 222,597,413 | 5,750,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (116,935) | $ (35,560) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,972 | 537 |
Loss on disposal of fixed assets | (18) | 0 |
Gain on change in fair value of warrants | 6,490 | (3,926) |
Gain on foreign currency transactions | 58 | 6 |
Stock-based compensation | 43,427 | 2,217 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 8,974 | (1,447) |
Inventories | (2,703) | (294) |
Deferred fulfillment costs | (6,128) | 17,379 |
Prepaid expenses and other assets | (8,236) | (573) |
Accounts payable | 2,849 | (813) |
Accrued expenses | 10,138 | (1,576) |
Contract liabilities | (8,206) | (25,749) |
Other liabilities | (110) | 1,890 |
Net cash used in operating activities | (81,372) | (47,909) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (2,754) | (5,198) |
Net cash used in investing activities | (2,754) | (5,198) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of stock options | 1,361 | 134 |
Proceeds from issuance of common stock upon Merger, net of issuance costs paid | 192,102 | |
Net cash provided by financing activities | 193,463 | 134 |
Effect of exchange rate on cash | (59) | |
Net decrease in cash, cash equivalents, and restricted cash | 109,278 | (52,973) |
Cash, Cash Equivalents and Restricted Cash, Beginning Balance | 94,978 | 159,448 |
Cash, Cash Equivalents and Restricted Cash, Ending Balance | 204,256 | 106,475 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Assumption of merger warrants liability | 24,338 | |
Conversion of redeemable convertible preferred stock to common stock | (223,442) | |
Property Plant And Equipment Included In Accounts Payable And Accrued Expenses | 160 | 1,323 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash | 203,135 | 105,354 |
Restricted Cash | 1,121 | 1,121 |
Cash, cash equivalents, and restricted cash | $ 204,256 | $ 106,475 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flow (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Statement of Cash Flows [Abstract] | ||
Market funds and cash equivalents | $ 202,005 | $ 105,205 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Nature of the Business and Basis of Presentation | 1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION Nature of Business Berkshire Grey, Inc. (“Berkshire Grey,” “we,” “us,” “our,” or the “Company”) is an Intelligent Enterprise Robotics (“IER”) company pioneering and delivering transformative AI-enabled robotic solutions that automate filling ecommerce orders for consumers and businesses, filling orders to resupply retail and grocery stores, and handling packages shipped to fill those orders. The Company was incorporated in 2013 and is based in Bedford, MA. The Company has approximately 400 employees. The Company's IER capabilities are grounded in patented and proprietary technologies for robotic picking (each picking or unit handling), robotic movement and mobility (movement and storage of orders and goods), and system orchestration (which enables various intelligent subsystems to work together so that the right work is being done at the right time to meet our customer’s needs). On July, 21, 2021, (the “Closing Date”) the Company consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated February 23, 2021, by and among Berkshire Grey Operating Company, Inc. (f/k/a Berkshire Grey, Inc.) (“Legacy Berkshire Grey"), the Company, (f/k/a Revolution Acceleration Acquisition Corp. (“RAAC”)), and Pickup Merger Corp, a Delaware corporation and a direct, wholly owned subsidiary of RAAC (“Merger Sub”). On the Closing Date, pursuant to the terms of the Merger Agreement, a business combination (the "Business Combination") between RAAC and Legacy Berkshire Grey was affected through the merger of Merger Sub with and into Legacy Berkshire Grey, with Legacy Berkshire Grey surviving the merger as a wholly owned subsidiary of RAAC (the "Merger"). RAAC amended and restated its second amended and restated certificate of incorporation and its bylaws such that RAAC changed its name to “Berkshire Grey, Inc.”. Unless the context otherwise requires, references to “Legacy Berkshire Grey” refer to Berkshire Grey, Inc. (currently known as Berkshire Grey Operating Company, Inc.), a Delaware corporation, prior to the effective time of the Merger Agreement. The transaction is accounted for as a reverse recapitalization with Legacy Berkshire Grey, Inc. being the accounting acquirer and RAAC as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represent the accounts of Legacy Berkshire Grey and its wholly owned subsidiaries. The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (each outstanding share of Legacy Berkshire Grey, Inc. Class A common stock and Legacy Berkshire Grey preferred stock was exchanged for 5.87585 shares (the “Exchange Ratio”) of the Company’s Class A common stock). Prior to the Merger, RAAC’s units, public shares, and public warrants were listed on The NASDAQ Stock Market LLC (“NASDAQ”) under the symbols “RAACU,” “RAAC,” and “RAACW,” respectively. On July 22, 2021, the Company's Class A common stock and public warrants began trading on the Nasdaq, under the symbols “BGRY” and “BGRYW,” respectively. See Note 3, " Merger " for further details. Basis of Presentation The unaudited condensed consolidated financial statements reflect the financial position, results of operations, and cash flows of Berkshire Grey, Inc. The accompanying unaudited condensed consolidated financial statements include those of Berkshire Grey and its subsidiaries, after elimination of all intercompany balances and transactions. The Company prepared the accompanying unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The information included in these unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Registration Statement filed by Revolution Acceleration Acquisition Corp. on Form S-4 for the fiscal years ended December 31, 2020 and 2019. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the Company's financial position, results of operations and cash flows for the periods and dates presented. Interim results are not necessarily indicative of results for the full fiscal year or any future periods. For the Company’s subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated into U.S. dollars at period-end foreign exchange rates. Revenues and expenses are translated into U.S. dollars at the average foreign exchange rates for the period. Translation adjustments are excluded from the determination of net income and are recorded in accumulated other comprehensive income (loss), a separate component of stockholders’ equity (deficit). 1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION (cont.) Liquidity The Company incurred net losses and negative cash flows from operations since inception and relied upon financing activities to fund operations. The Company has raised approximately $ 227.3 million, net of issuance costs, from the issuance of preferred stock and warrants, as described in Note 9, " Convertible Preferred Stock ". The Company also received net proceeds from the Merger of approximately $ 192.1 million, as described in Note 3, " Merger ". Management believes the capital raised, in combination with the Merger proceeds, will be sufficient to fund its current operations, projected working capital requirements, and capital spending for a period beyond the next 12 months. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition (including performance obligations, variable consideration and other obligations such as product returns), realizability of deferred fulfillment costs, inventory, warranty cost, accounting for stock-based compensation (including performance-based assessments), and accounting for income taxes and related valuation allowances. Actual results may differ from estimates. Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company’s cash equivalents consist of money market funds. Restricted cash represents cash on deposit with a financial institution as collateral for the Company’s corporate credit cards and an irrevocable standby letter of credit as security for the Company’s obligations under the lease for its headquarters in Massachusetts. The Company has included restricted cash as a non-current asset as of the nine months ended September 30, 2021 and 2020 . Concentration of Credit Risk and Significant Customers Financial instruments which potentially expose the Company to concentrations of credit risk consist of accounts receivable and cash and cash equivalents. Sales of the Company’s products are concentrated among specific customers. At September 30, 2021, and December 31, 2020 , seven and three customers accounted for 100 % of the Company’s accounts receivable balance, respectively. For the three and nine months ended September 30, 2021 , the Company generated 100 % of revenues from six customers. For the three and nine months ended September 30, 2020 , the Company generated approximately 100 % of revenues from two and three customers, respectively. The Company believes that credit risks associated with these contracts are not significant due to the customers’ financial strength. The Company places cash and cash equivalents with high-quality financial institutions. The Company is exposed to credit risk in the event of default by these institutions to the extent the amount recorded on the consolidated balance sheets exceeds federally insured limits. 2. SIGNIFICANT ACCOUNTING POLICIES (cont.) Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 16, “ Common Stock and Warrants ” as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as change in fair value of warrants liabilities within other (expense) income, net within the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. Net Loss Per Common Share As a result of the Merger, the Company has retroactively restated the weighted average shares outstanding prior to July 21, 2021, to give effect to the Exchange Ratio. Basic earnings per share is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares of Class A common stock and Class C common stock outstanding (denominator) during the period. Diluted income per share is calculated using the Company's weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method and warrants using the if-converted method. Diluted earnings per share excludes all dilutive potential shares if their effect is antidilutive. See Note 13, “ Net Loss Per Share Attributable to Common Shareholders ” for further details. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842). This guidance requires a dual approach for lessee accounting under which a lessee will account for leases as finance leases or operating leases. This guidance is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods beginning after December 15, 2022, and early adoption is permitted. This standard can be applied at the beginning of the earliest period presented using the modified retrospective approach, which includes certain practical expedients that an entity may elect to apply, including an election to use certain transition relief. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11, Leases (Topic 842): Targeted Improvements , which make improvements to ASC 842 and allow entities to not restate comparative periods in transition to ASC 842 and instead report the comparative periods under ASC 840. The Company is currently assessing the impact that adoption of this ASU will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments . This ASU amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments. This may result in the earlier recognition of allowances for losses. The guidance is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of this ASU to have a significant impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes — Simplifying the Accounting for Income Taxes . The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles as well as clarifying and amending existing guidance to improve consistent application. The amendments to this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. The Company is currently assessing the impact that adoption of this ASU will have on its consolidated financial statements. |
Merger
Merger | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Merger | 3. MERGER On Closing Date, Berkshire Grey, Inc. received gross proceeds of $ 220.0 million, which included $ 55.0 million in proceeds from issuance of common stock upon the Merger and $ 165.0 million in proceeds from the PIPE Investment (as defined below). As of July, 22, 2021, the Company recorded $ 26.9 million of transaction costs, which consisted of legal, accounting, and other professional services directly related to the Merger. These costs were included in additional paid-in capital on the Company’s condensed consolidated balance sheet. These deferred offering costs are offset against proceeds upon accounting for the consummation of the Merger. On Closing Date each share of Legacy Berkshire Grey preferred stock, par value $ 0.001 per share, and each share of Legacy Berkshire Grey common stock, par value $ 0.001 per share, was converted into the right to receive 5.87585 shares of the Company's Class A common stock, par value $0.0001 per share. Subject to the terms and conditions of the Merger Agreement, the consideration paid in respect of each share of Legacy Berkshire Grey preferred and common stock issued and outstanding (other than (i) any such shares held in the treasury of the Company and (ii) any shares held by stockholders of the Company who had perfected and not withdrawn a demand for appraisal rights) immediately prior to the effective time of the Merger was the number of shares of newly issued Class A common stock of RAAC (with each share valued at $10.00), par value $0.0001 per share (“Class A Stock”), equal to (x) $2.25 billion divided by (y) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement). At the Closing, all equity awards of Legacy Berkshire Grey were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. As a result, each outstanding stock option was converted into an option to purchase shares of the Company’s Class A common stock based on an exchange ratio of 5.87585 . Each public and private warrant of RAAC that was unexercised at the time of the Merger was assumed by the Company and represents the right to purchase one share of the Company’s Class A common stock upon exercise of such warrant. Legacy Berkshire Grey was determined to be the accounting acquirer because Legacy Berkshire Grey shareholders prior to the Merger had the greatest voting interest in the combined entity, Legacy Berkshire Grey shareholders appointed the initial directors of the Company's board upon the closing of the Merger and control future appointments, Legacy Berkshire Grey comprises all of the Company's ongoing operations, and Legacy Berkshire Grey's senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these unaudited condensed consolidated financial statements represents the accounts of Legacy Berkshire Grey. Subscription Agreements Concurrent with the execution of the Merger Agreement, RAAC entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors committed to purchase an aggregate amount of $ 165.0 million in shares of Class A Stock at a purchase price of $ 10.00 per share (the “PIPE Investment”). The PIPE Investment was consummated concurrent with the closing of the Merger. |
Inventories, net
Inventories, net | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. INVENTORIES, net Inventories consist of the following: September 30, December 31, 2021 2020 (in thousands) Work in progress $ 41 $ 3 Finished goods 3,420 755 Inventory, net $ 3,461 $ 758 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following: September 30, December 31, 2021 2020 (in thousands) Leasehold improvements $ 6,512 $ 5,907 Machinery and equipment 38 15 Furniture and fixtures 951 714 Research and development equipment 4,674 2,794 Computer hardware and software 1,663 1,219 Construction in progress 64 437 Subtotal 13,902 11,086 Less: Accumulated depreciation ( 3,575 ) ( 1,683 ) Property and equipment, net $ 10,327 $ 9,403 Depreciation expense for the three and nine months ended September 30, 2021 , was approximately $ 0.8 million and $ 2.0 million, respectively. Depreciation expense for the three and nine months ended September 30, 2020, was approximately $ 0.3 million and $ 0.5 million, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 6. ACCRUED EXPENSES Accrued expenses consist of the following: September 30, December 31, 2021 2020 (in thousands) Accrued compensation $ 6,069 $ 5,424 Accrued sales taxes payable 639 879 Accrued professional services 1,718 754 Accrued materials 7,704 401 Accrued other 1,514 272 Accrued warranty 278 41 Accrued expenses $ 17,922 $ 7,771 Accrued Warranty The Company provides a limited warranty generally for one year. Estimated warranty obligations are recorded as an expense upon customer acceptance of related products. Factors that affect the estimated warranty liability include number of products accepted, historical and anticipated rates of warranty claims, cost per claim, and vendor-supported warranty programs. The Company periodically assesses the adequacy of our recorded warranty liabilities and adjusts the amounts as necessary. The amount of liability recorded is equal to the estimated costs to repair or otherwise satisfy claims made by customers. Changes in our product warranty consist of the following: September 30, December 31, 2021 2020 (in thousands) Beginning balance $ 41 $ 317 Accrual (reversal) for warranty expense 276 ( 136 ) Warranty costs incurred during period ( 39 ) ( 140 ) Ending balance $ 278 $ 41 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | 7. REVENUE The Company primarily derives its revenue from selling robotic fulfillment and material handling systems, which consist of a network of automated machinery installed at the customer location and configured to meet specified performance requirements, such as accuracy, throughput, and up-time. Revenue is recognized when control of the promised products is transferred to the customer, or when services are satisfied under the contract, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The Company’s contracts typically have multiple performance obligations that may include system delivery, installation, testing, and training. Judgment is required to determine whether performance obligations specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. The Company also provides assurance-based warranties that are not considered a distinct performance obligation. The Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses a cost-plus margin approach to determine the stand-alone selling price for separate performance obligations. Each customer contract is evaluated individually to determine the appropriate pattern of revenue recognition. Contracts that are recognized over time meet the criteria that the Company is creating or enhancing an asset that the customer controls. The system is delivered to the customer and control is transferred, after which point the Company performs installation and implementation services to fully integrate the system at the customer’s location. As such, revenue recognition begins upon delivery, continues throughout the installation and implementation period, and concludes upon customer acceptance. Revenue from customer contracts is generally expected to be recognized over a period of three to six months. There historically have been, and potentially will be in the future, customer contracts that contain obligations and timelines that result in revenue being recognized over extended periods, which may include periods greater than 12 months. The Company typically uses total estimated labor hours as the input to measure progress as labor hours represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Installation and training services are evaluated together with the delivery of robotic fulfillment or material handling systems as a singular performance obligation. The Company determined that the revenue of one of its robotic fulfillment system contracts should be recognized at a point in time as the contract did not meet any of the three criteria to recognize revenue over time as defined in ASC 606-10-25-27 due to the terms within the contract. Obligations under this contract were fulfilled in March 2020 and the Company determined no similar contracts exist as of September 30, 2021 or December 31, 2020. Other performance obligations recognized at a point in time include the sale and delivery of spare parts and pilot agreements. Pilot agreements are typically short-term contracts designed to demonstrate the Company’s technology and ability to serve the customer. Due to the exploratory nature of pilot agreements, revenue is recognized at a point in time once the evaluation activities are complete. Other performance obligations recognized over time include, but are not limited to, maintenance, extended support, and research services, which are recognized ratably on a straight-line-basis as the Company assumes an even distribution of performance over the service period. Shipping and handling activities that occur after control of a product has transferred to the customer are accounted for as fulfillment activities rather than performance obligations, as allowed under a practical expedient provided by ASC 606. Shipping and handling fees charged to customers are recognized as revenue and the related costs are included in cost of revenue at the point in time when ownership of the product is transferred to the customer. Incremental costs of obtaining a contract with a customer and other costs to fulfill a contract are required to be capitalized unless the Company elects to expense contract costs with periods less than a year. The Company has elected to expense these costs of obtaining a contract as incurred when the related contract period is less than one year. The Company does not pay upfront sales commissions on contracts when the related contract period is greater than one year, thus has not capitalized any amounts as of September 30, 2021. The following table disaggregates revenue by timing of transfer of goods or services: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Transferred over time $ 18,537 $ 2,130 $ 26,748 $ 8,595 Transferred at a point in time 257 80 514 22,643 Total revenue $ 18,794 $ 2,210 $ 27,262 $ 31,238 7. REVENUE (cont.) Payment terms offered to customers are defined in contracts and do not include a significant financing component. Payment milestones typically exist throughout the course of a contract and generally occur upon signing of an agreement, delivery of a system, start and completion of installation and testing, and upon acceptance of the system. The nature of the Company’s contracts may give rise to variable consideration, typically related to fees charged for shipping and handling. The Company generally estimates such variable consideration at the most likely amount. In addition, the Company includes the estimated variable consideration in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the related uncertainty is resolved. These estimates are based on historical experience and the Company’s best judgment at the time. To the extent there is certainty in estimating these amounts, they are included in the transaction price of the Company’s contracts and the associated remaining performance obligations. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Contracts may be modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effects of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, are recognized as an adjustment to revenue on a cumulative catch-up basis. Deferred Fulfillment Costs and Contract Liability Balances As of September 30, 2021 and December 31, 2020 , the Company incurred $ 9.6 million and $ 3.5 million of net deferred fulfillment costs, respectively. Changes in the contract liability balance during the nine months ended September 30, 2021 , were due to the Company receiving additional advanced cash payments from customer contracts and the Company recognizing revenue as performance obligations were met. The following table summarizes changes in contract liabilities during the nine months ended September 30, 2021: Contract Liabilities (in thousands) Contract liabilities at December 31, 2020 $ 22,331 Additions to contract liabilities during the period 18,063 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period ( 16,972 ) Amounts added to contract liabilities during the period ( 9,297 ) Contract liabilities at September 30, 2021 $ 14,125 There were no significant contract asset balances for all periods presented. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS In June 2019, the Company entered into two customer contracts with an affiliate of one of its primary investors. Related to these contracts, as of September 30, 2021 and December 31, 2020 , the Company recorded $ 0.3 million and $ 1.4 million in net deferred fulfillment costs, respectively, and $ 0.7 million and $ 4.6 million in contract liabilities, respectively. For the three and nine months ended September 30, 2021 , the Company recognized approximately $ 0.8 million and $ 3.9 million in revenue and approximately $ 0.3 million and $ 1.4 million in cost of revenue related to these customer contracts, respectively. For the three and nine months ended September 30, 2020 , the Company recognized approximately $ 2.1 million and $ 8.4 million in revenue and approximately $ 0.9 million and $ 3.6 million in cost of revenue related to these customer contracts, respectively. In October 2019, the Company issued a Partial Recourse Secured Promissory Note (the “Promissory Note”) to an executive officer for approximately $ 9.9 million with an interest rate of 1.86 % per annum compounded annually. Under the terms of the Promissory Note, the officer was be personally liable for 51 % of the unpaid balance of the principal and any accrued interest. The entire principal amount was used to purchase 7,003,261 shares (as converted for the effect of the Merger) of restricted stock. The Promissory Note was collateralized by the restricted common stock. The Company determined that the entire Promissory Note must be treated as non-recourse; as such, the balance of the note and related accrued interest were not presented on the consolidated balance sheet. Refer to Note 10, " Stock-Based Compensation ", for further information on the treatment of stock-based compensation related to these purchased shares. On February 23, 2021, the Company entered into a Stock Repurchase Agreement with the executive officer. In the Stock Repurchase Agreement, the Company’s Board of Directors authorized the repurchase of a sufficient number of vested shares of common stock from the executive officer, at an aggregate price sufficient to repay the Promissory Note. At the Closing Date on July 21, 2021, all outstanding principal and accrued interest under the Promissory Note was repaid and the note was retired. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 9. CONVERTIBLE PREFERRED STOCK Preferred Stock The Company has cumulatively raised $ 227.3 million, net of issuance costs, in venture financing through the sale and issuance of Preferred Stock and warrants as of December 31, 2020 . The following table summarizes details of Convertible Preferred Stock authorized, issued and outstanding, and liquidation preference: December 31, 2020 Convertible preferred stock Authorized Shares issued Liquidation Series A 12,999,666 12,999,666 $ 500 Series A-1 14,124,639 14,124,639 2,500 Series A-2 24,197,491 24,197,491 11,098 Series A-3 4,612,871 4,612,871 1,058 Series A-4 4,173,740 4,173,740 1,531 Series B 31,644,237 31,644,237 24,100 Series B-1 16,477,658 16,477,658 24,110 Series B-2 68,937,247 57,513,760 174,550 Series B-3 11,185,544 — — Total convertible preferred stock 188,353,093 165,744,062 $ 239,447 Immediately prior to the closing of the Merger, all outstanding shares of each series of Legacy Berkshire Grey preferred stock were converted into shares of Legacy Berkshire Grey common stock. Warrants to purchase preferred stock (Series B-3) were cancelled pursuant to a warrant termination agreement with the warrant holder. At the closing of the Merger, each share of Legacy Berkshire Grey common stock was converted into the right to receive 5.87585 shares of the Company’s Class A common stock. Share amounts are presented as having been converted as of December 31, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. STOCK-BASED COMPENSATION In 2013, the Company adopted the Berkshire Grey, Inc. 2013 Stock Option and Stock Purchase Plan (the “2013 Plan”) under which the Company may grant incentive stock options, nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, performance awards, or other awards that are convertible into or based on company stock. The maximum number of shares that may be issued under the Plan was 58,863,225 (as converted for the effect of the Merger) shares as of September 30, 2021 and December 31, 2020. On July 20, 2021, at a special general meeting of the shareholders of RAAC, the 2021 Stock Option and Incentive Plan for Berkshire Grey, Inc. (the “2021 Plan”) was approved reserving an initial limit of 19,887,747 of the Company’s Class A common stock for issuance under the 2021 Plan. All equity awards of Legacy Berkshire Grey that were issued under the 2013 Plan were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. Each stock option granted under the 2013 Plan was converted into an option to purchase the Company’s Class A common stock based on an exchange ratio of 5.87585 . Following effective date of the 2021 Plan, no additional awards shall be issued under the 2013 Plan. Stock-based compensation expense recognized for all stock-based awards is reported in the Company’s consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of sales $ 109 $ 23 $ 179 $ 79 General and administrative 13,096 319 13,953 814 Sales and marketing 451 406 28,411 638 Research and development 283 210 884 686 Total $ 13,939 $ 958 $ 43,427 $ 2,217 Stock Options The Company issued grants of 1,513,031 and no stock options during the nine months ended September 30, 2021 and 2020, respectively. 10. STOCK-BASED COMPENSATION (cont.) The following table summarizes stock option activity under the 2013 Plan and 2021 Plan for the nine months ended September 30, 2021: Options Weighted- Weighted- Outstanding at December 31, 2020 35,001,146 $ 0.80 8.0 Granted 1,513,031 8.75 — Exercised ( 3,753,706 ) 0.36 — Cancelled ( 8,604 ) 1.41 — Forfeited ( 395,466 ) 0.63 — Outstanding at September 30, 2021 32,356,401 $ 1.22 7.6 Exercisable at September 30, 2021 15,284,962 $ 0.61 6.4 Vested or expected to vest at September 30, 2021 32,356,401 $ 1.22 7.6 As of September 30, 2021 , 3,516,347 of the Options outstanding are subject to performance-based vesting criteria described below. The total intrinsic value of options exercised in the nine months ended September 30, 2021 , was approximately $ 35.0 million. The Company recognized approximately $ 14.2 million and $ 16.5 million in stock-based compensation expense related to stock options during the three and nine months ended September 30, 2021 , respectively. The Company recognized approximately $ 0.7 million and $ 1.5 million in stock-based compensation expense related to stock options during the three and nine months ended September 30, 2020, respectively. As of September 30, 2021 , there was approximately $ 26.4 million of total unrecognized compensation cost related to non-vested stock options. The total unrecognized compensation cost will be adjusted for future forfeitures as they occur. As of September 30, 2021 , the Company expects to recognize its remaining stock-based compensation expense over a weighted-average period of 3.3 years. Restricted Stock Sold Through Issuance of Promissory Note In conjunction with a Partial Recourse Promissory Note issued in October 2019 (See Note 8, " Related Party Transactions "), the Company also entered into a Restricted Stock Award Agreement with an executive officer (the “RSA Agreement”). Pursuant to the RSA Agreement, the Company granted 7,003,261 shares of common stock (the “Restricted Stock”) at a purchase price of $ 1.42 per share. The Restricted Stock was purchased by the executive officer with the proceeds from the Promissory Note. As the underlying Restricted Shares are not allocated to the recourse and non-recourse portions of the Promissory Note, the entire note was treated as non-recourse and the shares are treated as options for accounting purposes. On February 23, 2021, the Company entered into a Stock Repurchase Agreement with the aforementioned executive officer. In the Stock Repurchase Agreement, the Company's Board of Directors authorized the repurchase of 1,023,825 vested shares of common stock from the executive officer which will repay, in full, all the outstanding principal and accrued interest under the Promissory Note. At the Closing Date, all outstanding principal and accrued interest under the Promissory Note was repaid and the note was retired. The RSA Agreement contains a Repurchase Option, which causes the shares to be classified as a liability. The Repurchase Option expires six months after the shares’ respective vesting date, at which point the shares will be reclassified as equity at the fair value on such date and no further compensation cost is recognized. A portion of the awards are subject to performance-based vesting conditions based primarily on financial performance of the Company and a portion are only subject to time and service-based vesting conditions over a four-year period. The Company will remeasure the fair value of the award using the exchange traded price of Class A common stock at each reporting period until settlement. The Company recognizes compensation cost over the requisite service period with an offsetting credit to a share-based liability. The underlying shares of Restricted Stock are not considered outstanding until the vesting conditions have been achieved. As of September 30, 2021 , 1,677,897 shares of Restricted Stock have vested, and no ne were forfeited. The Company recognized approximately $( 0.3 ) million and $ 26.8 million in stock-based compensation expense related to the Restricted Stock during the three and nine months ended September 30, 2021, respectively. The Company recognized approximately $ 0.3 million and $ 0.7 million in stock-based compensation expense related to the Restricted Stock during the three and nine months ended September 30, 2020, respectively. The expense is presented in the Company’s consolidated statements of operations as sales and marketing expense and general and administrative expense, respectively. As of September 30, 2021 , there was approximately $ 21.3 million of total unrecognized compensation cost related to the Restricted Stock. Restricted Stock Units ("RSUs") Under the 2021 Plan, RSUs may be granted to employees, non-employees, and consultants. The RSUs vest ratably over a period ranging from one to four years and are subject to the participant’s continuing service to the Company over that period. Until vested, RSUs do not have the voting and dividend participation rights of common stock and the shares underlying the awards are not considered issued and outstanding. The following table summarizes the restricted stock unit activity under the equity incentive plan: Unvested RSUs Weighted-Average Grant Date Fair Value Per Share Balance as of December 30, 2020 — $ — Granted 2,470,695 7.61 Vested — — Forfeited — — Outstanding at September 30, 2021 2,470,695 $ 7.61 Vested or expected to vest at September 30, 2021 2,470,695 $ 7.61 The Company recognized approximately $0.1 million in stock-based compensation expense related to RSUs during the three and nine months ended September 30, 2021. The Company did no t recognize any stock-based compensation expense related to RSUs during the three and nine months ended September 30, 2020. As of September 30, 2021, there was approximately $ 18.8 million of total unrecognized compensation cost related to non-vested RSUs. As of September 30, 2021, the Company expects to recognize its remaining stock-based compensation expense over a weighted-average period of 3.5 years. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 11. FAIR VALUE OF FINANCIAL INSTRUMENTS Recurring Fair Value Measurements The following table summarizes information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values: September 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 202,005 $ — $ — $ 202,005 Total Assets $ 202,005 $ — $ — $ 202,005 Liabilities Public Warrants $ 11,596 $ — $ — $ 11,596 Private Placement Warrants $ — $ 6,252 $ — $ 6,252 Total Liabilities $ 11,596 $ 6,252 $ — $ 17,848 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 92,858 $ — $ — $ 92,858 Total Assets $ 92,858 $ — $ — $ 92,858 Money market funds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 1 measurement within the fair value hierarchy. As of September 30, 2021, the Company has Private Placement Warrants and Public Warrants ("Warrants") defined and discussed in Note 16, " Common Stock and Warrants ". The Warrants are measured at fair value on a recurring basis. The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. Because the transfer of Private Placement Warrants to anyone outside of the initial purchasers would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Private Placement Warrants are classified as Level 2 financial instruments. The Public and Private Warrants were valued as of September 30, 2021 using the listed trading price of $ 1.21 per Public Warrant. During the nine months ended September 30, 2021, there were no transfers between Level 1, Level 2, and Level 3. 11. FAIR VALUE OF FINANCIAL INSTRUMENTS (cont.) The change in fair value of warrant liabilities is as follows: Warrant Liabilities (in thousands) Balance at December 31, 2020 $ — Private placement warrants and public warrants 24,338 Exercised warrants — Change in fair value ( 6,490 ) Balance at September 30, 2021 $ 17,848 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. INCOME TAXES During the nine months ended September 30, 2021 and 2020 , the Company recorded no income tax benefits due to the losses incurred and the uncertainty of future taxable income. Realization of deferred tax assets is dependent upon the generation of future taxable income. As required by ASC 740 Income Taxes , the Company evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets as of September 30, 2021 and December 31, 2020. As the Company has incurred tax losses from inception, the Company determined that it was more likely than not that the Company would not realize the benefits of federal and state net deferred tax assets. Accordingly, a full valuation allowance was established against the net deferred tax assets as of September 30, 2021 and December 31, 2020. The Company does not believe material uncertain tax positions have arisen to date. The Company’s effective income tax rate for the three and nine months ended September 30, 2021 and 2020 was 0.0 %. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted in response to the COVID-19 pandemic. The Company continues to evaluate the impact of the CARES Act, but at present does not expect the CARES Act to result in any material income tax benefit. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable To Common Shareholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attribute to Common Shareholders | 13. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS Through the Merger, the Company added Class C stock to its capital structure. Class A and Class C common stock have identical rights, including liquidation and dividend rights, except the Company’s Class C common stock is convertible into Class A common stock, and is automatically converted into Class A common stock on a one-for-one basis if the Company meets certain stock price performance thresholds following the completion of the Merger . The net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for Class A and Class C common stock under the two-class method. The Company uses the two-class method to calculate net loss per share. No dividends were declared or paid for the nine months ended September 30, 2021 or 2020. The diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents during the period. The Company’s stock options are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Net loss attributable to common stockholders is equivalent to net loss for all periods presented. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Class A Class C Class A Class C Class A Class C Class A Class C Numerator: Net loss attributable to common stockholders (in thousands) $ ( 39,509 ) $ ( 991 ) $ ( 14,135 ) $ - $ ( 114,627 ) $ ( 2,313 ) $ ( 35,560 ) $ - Denominator: Weighted-average shares used in computing net loss per attributable to common stockholders, basic and diluted 179,338,218 4,500,000 20,882,502 — 75,168,564 1,516,484 20,782,379 — Net loss per share Net loss per share attributable to common shareholders, basic and diluted $ ( 0.22 ) $ ( 0.22 ) $ ( 0.68 ) $ — $ ( 1.52 ) $ ( 1.52 ) $ ( 1.71 ) $ — For the nine months ended September 30, 2021 and 2020 , options, warrants, restricted stock awards, and restricted stock units representing approximately 28.8 million, 14.8 million, 3.5 million, and 2.5 million shares of common stock, respectively, were excluded from the computation of diluted earnings per share as their effect would have been antidilutive. Accordingly, basic and diluted net loss per share are the same for both periods. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 14. SEGMENT INFORMATION In its operation of the business, our chief operating decision maker, who is also our Chief Executive Officer, reviews the business as one segment. The Company currently ships its products to markets in the United States and Japan. Product sales attributed to a country are based on the location of the customer to whom the products are being sold. Long-lived assets are primarily held in the United States. Product sales by country are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) United States $ 18,025 $ 81 $ 23,359 $ 22,873 Japan 769 2,129 3,903 8,365 Total revenue $ 18,794 $ 2,210 $ 27,262 $ 31,238 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES The Company has various non-cancellable operating leases for facilities that expire at various dates through 2031. Rental expense was approximately $ 0.5 million and $ 1.5 million for the three and nine months ended September 30, 2021 and 2020. As of September 30, 2021, future minimum rental commitments for operating leases with non-cancellable terms in excess of one year were as follows: Operating (in thousands) Remainder of 2021 $ 533 2022 1,601 2023 1,462 2024 1,504 2025 1,473 Thereafter 7,079 $ 13,652 |
Common Stock and Warrants
Common Stock and Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock and Warrants | 16. COmmon stock and warrants Prior to the Merger, RAAC had three classes of authorized common stock: Class A common stock, Class B common stock, and Class C common stock. At the time of the Merger Class B shares automatically converted to Class A shares on a one-for-one basis. The shares of Class C common stock will automatically convert into shares of Class A common stock if the Company meets certain stock price performance thresholds following the completion of the Merger, on a one-for-one basis. Merger Transaction At the time of the Merger (as discussed in Note 3, " Merger "), each share of Legacy Berkshire Grey common and preferred stock was converted into the right to receive 5.87585 shares of the Company’s Class A common stock. Class A Common Stock Warrants As the accounting acquirer, the Company is deemed to have assumed 5,166,667 warrants for Class A common stock that were sold in a private placement to RAAC Management, LLC at an exercise price of $ 11.50 (“Private Placement Warrants”) and 9,583,333 redeemable warrants for Class A common stock held by shareholders of RAAC at an exercise price of $ 11.50 (“Public Warrants”). The Public Warrants became exercisable 30 days after the consummation of the Merger and will expire five years from the consummation of the Merger or earlier upon redemption or liquidation. Subsequent to the Merger, the Private Placement Warrants and Public Warrants for shares of Class A common stock meet liability classification requirements since the warrants may be required to be settled in cash under a tender offer. Therefore, these warrants are classified as liabilities on the condensed consolidated balance sheet. As of September 30, 2021, no warrants have been exercised. As of September 30, 2021, the following Warrants were outstanding: Warrant Type Exercise Price Shares Public Warrants $ 11.50 9,583,333 Private Placement Warrants $ 11.50 5,166,667 Total Warrants Outstanding 14,750,000 Public Warrant Terms Once the price per share of Class A common stock equals or exceeds $ 18.00 the Company may redeem the outstanding Public Warrants: in whole and not in part; at a price of $ 0.01 per Public Warrant; upon not less than 30 days’ prior written notice of redemption to each warrant holder; and if, and only if, the last reported sale price of the Class A common stock 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 (“Reference Value”) equals or exceeds $ 18.00 per share (as adjusted). Once the price per share of Class A common stock equals or exceeds $ 10.00 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 based on the redemption date and the “fair market value” of our Class A common stock; if, and only if, the Reference Value equals or exceeds $ 10.00 per share (as adjusted); and if the Reference Value is less than $ 18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. 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 will be exercisable on a cashless basis and will be 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements reflect the financial position, results of operations, and cash flows of Berkshire Grey, Inc. The accompanying unaudited condensed consolidated financial statements include those of Berkshire Grey and its subsidiaries, after elimination of all intercompany balances and transactions. The Company prepared the accompanying unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The information included in these unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Registration Statement filed by Revolution Acceleration Acquisition Corp. on Form S-4 for the fiscal years ended December 31, 2020 and 2019. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the Company's financial position, results of operations and cash flows for the periods and dates presented. Interim results are not necessarily indicative of results for the full fiscal year or any future periods. For the Company’s subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated into U.S. dollars at period-end foreign exchange rates. Revenues and expenses are translated into U.S. dollars at the average foreign exchange rates for the period. Translation adjustments are excluded from the determination of net income and are recorded in accumulated other comprehensive income (loss), a separate component of stockholders’ equity (deficit). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition (including performance obligations, variable consideration and other obligations such as product returns), realizability of deferred fulfillment costs, inventory, warranty cost, accounting for stock-based compensation (including performance-based assessments), and accounting for income taxes and related valuation allowances. Actual results may differ from estimates. |
Cash Equivalents and Restricted Cash | Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company’s cash equivalents consist of money market funds. Restricted cash represents cash on deposit with a financial institution as collateral for the Company’s corporate credit cards and an irrevocable standby letter of credit as security for the Company’s obligations under the lease for its headquarters in Massachusetts. The Company has included restricted cash as a non-current asset as of the nine months ended September 30, 2021 and 2020 . |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments which potentially expose the Company to concentrations of credit risk consist of accounts receivable and cash and cash equivalents. Sales of the Company’s products are concentrated among specific customers. At September 30, 2021, and December 31, 2020 , seven and three customers accounted for 100 % of the Company’s accounts receivable balance, respectively. For the three and nine months ended September 30, 2021 , the Company generated 100 % of revenues from six customers. For the three and nine months ended September 30, 2020 , the Company generated approximately 100 % of revenues from two and three customers, respectively. The Company believes that credit risks associated with these contracts are not significant due to the customers’ financial strength. The Company places cash and cash equivalents with high-quality financial institutions. The Company is exposed to credit risk in the event of default by these institutions to the extent the amount recorded on the consolidated balance sheets exceeds federally insured limits. |
Warrant Liability | Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 16, “ Common Stock and Warrants ” as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as change in fair value of warrants liabilities within other (expense) income, net within the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. |
Net Loss Per Common Share | Net Loss Per Common Share As a result of the Merger, the Company has retroactively restated the weighted average shares outstanding prior to July 21, 2021, to give effect to the Exchange Ratio. Basic earnings per share is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares of Class A common stock and Class C common stock outstanding (denominator) during the period. Diluted income per share is calculated using the Company's weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method and warrants using the if-converted method. Diluted earnings per share excludes all dilutive potential shares if their effect is antidilutive. See Note 13, “ Net Loss Per Share Attributable to Common Shareholders ” for further details. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842). This guidance requires a dual approach for lessee accounting under which a lessee will account for leases as finance leases or operating leases. This guidance is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods beginning after December 15, 2022, and early adoption is permitted. This standard can be applied at the beginning of the earliest period presented using the modified retrospective approach, which includes certain practical expedients that an entity may elect to apply, including an election to use certain transition relief. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11, Leases (Topic 842): Targeted Improvements , which make improvements to ASC 842 and allow entities to not restate comparative periods in transition to ASC 842 and instead report the comparative periods under ASC 840. The Company is currently assessing the impact that adoption of this ASU will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments . This ASU amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments. This may result in the earlier recognition of allowances for losses. The guidance is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of this ASU to have a significant impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes — Simplifying the Accounting for Income Taxes . The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles as well as clarifying and amending existing guidance to improve consistent application. The amendments to this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. The Company is currently assessing the impact that adoption of this ASU will have on its consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of the Amounts of Cash, Cash Equivalents, and Restricted cash | The Company has included restricted cash as a non-current asset as of the nine months ended September 30, 2021 and 2020 . |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory, net | Inventories consist of the following: September 30, December 31, 2021 2020 (in thousands) Work in progress $ 41 $ 3 Finished goods 3,420 755 Inventory, net $ 3,461 $ 758 |
Summary of Property and Equipme
Summary of Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: September 30, December 31, 2021 2020 (in thousands) Leasehold improvements $ 6,512 $ 5,907 Machinery and equipment 38 15 Furniture and fixtures 951 714 Research and development equipment 4,674 2,794 Computer hardware and software 1,663 1,219 Construction in progress 64 437 Subtotal 13,902 11,086 Less: Accumulated depreciation ( 3,575 ) ( 1,683 ) Property and equipment, net $ 10,327 $ 9,403 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Accrued Expenses | Accrued expenses consist of the following: September 30, December 31, 2021 2020 (in thousands) Accrued compensation $ 6,069 $ 5,424 Accrued sales taxes payable 639 879 Accrued professional services 1,718 754 Accrued materials 7,704 401 Accrued other 1,514 272 Accrued warranty 278 41 Accrued expenses $ 17,922 $ 7,771 |
Changes in our Product warranty | Changes in our product warranty consist of the following: September 30, December 31, 2021 2020 (in thousands) Beginning balance $ 41 $ 317 Accrual (reversal) for warranty expense 276 ( 136 ) Warranty costs incurred during period ( 39 ) ( 140 ) Ending balance $ 278 $ 41 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregates revenue by timing of goods or services | The following table disaggregates revenue by timing of transfer of goods or services: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Transferred over time $ 18,537 $ 2,130 $ 26,748 $ 8,595 Transferred at a point in time 257 80 514 22,643 Total revenue $ 18,794 $ 2,210 $ 27,262 $ 31,238 |
Summary of Changes in Contract Liabilities | The following table summarizes changes in contract liabilities during the nine months ended September 30, 2021: Contract Liabilities (in thousands) Contract liabilities at December 31, 2020 $ 22,331 Additions to contract liabilities during the period 18,063 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period ( 16,972 ) Amounts added to contract liabilities during the period ( 9,297 ) Contract liabilities at September 30, 2021 $ 14,125 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of convertible preferred stock authorized, issued and outstanding, and liquidation preference | The following table summarizes details of Convertible Preferred Stock authorized, issued and outstanding, and liquidation preference: December 31, 2020 Convertible preferred stock Authorized Shares issued Liquidation Series A 12,999,666 12,999,666 $ 500 Series A-1 14,124,639 14,124,639 2,500 Series A-2 24,197,491 24,197,491 11,098 Series A-3 4,612,871 4,612,871 1,058 Series A-4 4,173,740 4,173,740 1,531 Series B 31,644,237 31,644,237 24,100 Series B-1 16,477,658 16,477,658 24,110 Series B-2 68,937,247 57,513,760 174,550 Series B-3 11,185,544 — — Total convertible preferred stock 188,353,093 165,744,062 $ 239,447 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Expense Recognized for all Stock-based Awards | Stock-based compensation expense recognized for all stock-based awards is reported in the Company’s consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of sales $ 109 $ 23 $ 179 $ 79 General and administrative 13,096 319 13,953 814 Sales and marketing 451 406 28,411 638 Research and development 283 210 884 686 Total $ 13,939 $ 958 $ 43,427 $ 2,217 |
Summarizes Stock Option Activity | The following table summarizes stock option activity under the 2013 Plan and 2021 Plan for the nine months ended September 30, 2021: Options Weighted- Weighted- Outstanding at December 31, 2020 35,001,146 $ 0.80 8.0 Granted 1,513,031 8.75 — Exercised ( 3,753,706 ) 0.36 — Cancelled ( 8,604 ) 1.41 — Forfeited ( 395,466 ) 0.63 — Outstanding at September 30, 2021 32,356,401 $ 1.22 7.6 Exercisable at September 30, 2021 15,284,962 $ 0.61 6.4 Vested or expected to vest at September 30, 2021 32,356,401 $ 1.22 7.6 |
Summary of Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes the restricted stock unit activity under the equity incentive plan: Unvested RSUs Weighted-Average Grant Date Fair Value Per Share Balance as of December 30, 2020 — $ — Granted 2,470,695 7.61 Vested — — Forfeited — — Outstanding at September 30, 2021 2,470,695 $ 7.61 Vested or expected to vest at September 30, 2021 2,470,695 $ 7.61 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of assets measured at fair value on a recurring basis | The following table summarizes information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values: September 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 202,005 $ — $ — $ 202,005 Total Assets $ 202,005 $ — $ — $ 202,005 Liabilities Public Warrants $ 11,596 $ — $ — $ 11,596 Private Placement Warrants $ — $ 6,252 $ — $ 6,252 Total Liabilities $ 11,596 $ 6,252 $ — $ 17,848 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 92,858 $ — $ — $ 92,858 Total Assets $ 92,858 $ — $ — $ 92,858 |
Schedule of changes in fair value of warrant liabilities | The change in fair value of warrant liabilities is as follows: Warrant Liabilities (in thousands) Balance at December 31, 2020 $ — Private placement warrants and public warrants 24,338 Exercised warrants — Change in fair value ( 6,490 ) Balance at September 30, 2021 $ 17,848 |
Net Loss Per Share Attribute to
Net Loss Per Share Attribute to Common Shareholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income (loss) per share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Class A Class C Class A Class C Class A Class C Class A Class C Numerator: Net loss attributable to common stockholders (in thousands) $ ( 39,509 ) $ ( 991 ) $ ( 14,135 ) $ - $ ( 114,627 ) $ ( 2,313 ) $ ( 35,560 ) $ - Denominator: Weighted-average shares used in computing net loss per attributable to common stockholders, basic and diluted 179,338,218 4,500,000 20,882,502 — 75,168,564 1,516,484 20,782,379 — Net loss per share Net loss per share attributable to common shareholders, basic and diluted $ ( 0.22 ) $ ( 0.22 ) $ ( 0.68 ) $ — $ ( 1.52 ) $ ( 1.52 ) $ ( 1.71 ) $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of product by sales | Product sales by country are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) United States $ 18,025 $ 81 $ 23,359 $ 22,873 Japan 769 2,129 3,903 8,365 Total revenue $ 18,794 $ 2,210 $ 27,262 $ 31,238 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of September 30, 2021, future minimum rental commitments for operating leases with non-cancellable terms in excess of one year were as follows: Operating (in thousands) Remainder of 2021 $ 533 2022 1,601 2023 1,462 2024 1,504 2025 1,473 Thereafter 7,079 $ 13,652 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | As of September 30, 2021, the following Warrants were outstanding: Warrant Type Exercise Price Shares Public Warrants $ 11.50 9,583,333 Private Placement Warrants $ 11.50 5,166,667 Total Warrants Outstanding 14,750,000 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation (Details) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Proceeds from Issuance of Preferred Stock and Warrants | $ | $ 227.3 | |
Share price (in Dollars per share) | $ / shares | $ 10 | |
Conversion of stock,Shares issued | shares | 5.87585 | |
Legacy Berkshire Grey Inc | Merger Agreement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Net Proceeds from the Merger Received | $ | $ 192.1 | |
Common Class A [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Share price (in Dollars per share) | $ / shares | $ 10 | |
Common stock, shares outstanding | shares | 222,597,413 | 21,288,845 |
Common Class A [Member] | Legacy Berkshire Grey Inc | Merger Agreement [Member] | Reverse Recapitalization [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Preferred Stock Exchange Ratio | 5.87585 |
Significant Accounting Polici_2
Significant Accounting Policies - Summary of Reconciliation of the Amounts of Cash, Cash Equivalents, and Restricted cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||||
Money Market Funds, at Carrying Value | $ 202,005 | $ 105,205 | ||
Restricted Cash, Noncurrent | 1,121 | $ 1,121 | ||
Cash, cash equivalents, and restricted cash | $ 204,256 | $ 94,978 | $ 106,475 | $ 159,448 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Customer Concentration Risk - Customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounts Receivable | |||||
Product Information [Line Items] | |||||
Number of customers | 3 | ||||
Concentration Risk, Percentage | 100.00% | 100.00% | |||
Revenue Benchmark | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Merger (Additional Information)
Merger (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 22, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Proceeds from issuance of common stock upon Merger, net of issuance costs paid | $ 2,768 | $ 192,102 | ||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||
RAAC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from issuance or sale of equity | $ 220,000 | |||||
Proceeds from issuance of common stock upon Merger, net of issuance costs paid | $ 55,000 | |||||
Merger agreement description | Subject to the terms and conditions of the Merger Agreement, the consideration paid in respect of each share of Legacy Berkshire Grey preferred and common stock issued and outstanding (other than (i) any such shares held in the treasury of the Company and (ii) any shares held by stockholders of the Company who had perfected and not withdrawn a demand for appraisal rights) immediately prior to the effective time of the Merger was the number of shares of newly issued Class A common stock of RAAC (with each share valued at $10.00), par value $0.0001 per share (“Class A Stock”), equal to (x) $2.25 billion divided by (y) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement). | |||||
Business merger transaction cost | $ 26,900 | |||||
Preferred stock par value (in Dollars per share) | $ 0.001 | |||||
Common stock par value (in Dollars per share) | $ 0.001 | |||||
PIPE Investment [Member] | RAAC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued during period, value, acquisitions | $ 165,000 | |||||
Common Class A [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from issuance of common stock upon Merger, net of issuance costs paid | $ 2 | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Price per share (in Dollars per share) | 10 | $ 10 | ||||
Common Class A [Member] | RAAC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from issuance of common stock upon Merger, net of issuance costs paid | $ 165,000 | |||||
Common stock exchange ratio | 5.87585% | |||||
Price per share (in Dollars per share) | $ 10 | $ 10 |
Initial Public Offering (Detail
Initial Public Offering (Details) | Sep. 30, 2021$ / shares |
Initial Public Offering (Details) [Line Items] | |
Price per share (in Dollars per share) | $ 10 |
Private Placement (Details)
Private Placement (Details) | Sep. 30, 2021$ / sharesshares |
Private Placement (Details) [Line Items] | |
Purchase of warrants (in Shares) | shares | 14,750,000 |
Common Class A [Member] | |
Private Placement (Details) [Line Items] | |
Warrant price per share | $ / shares | $ 0.10 |
Inventory, net - Summary of Inv
Inventory, net - Summary of Inventory, net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Work in progress | $ 41 | $ 3 |
Finished goods | 3,420 | 755 |
Inventory, net | $ 3,461 | $ 758 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 13,902 | $ 11,086 |
Less: Accumulated depreciation | 3,575 | 1,683 |
Property and equipment - net | 10,327 | 9,403 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,512 | 5,907 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 38 | 15 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 951 | 714 |
Research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,674 | 2,794 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,663 | 1,219 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 64 | $ 437 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation on property plant and equipment | $ 0.8 | $ 0.3 | $ 2 | $ 0.5 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Compensation | $ 6,069 | $ 5,424 | |
Accrued sales taxes payable | 639 | 879 | |
Accrued professional services | 1,718 | 754 | |
Accrued materials | 7,704 | 401 | |
Accrued Other | 1,514 | 272 | |
Accrued warranty | 278 | 41 | $ 317 |
Accrued Liabilities, Current, Total | $ 17,922 | $ 7,771 |
Accrued Expenses - Summary of C
Accrued Expenses - Summary of Changes in our Product Warranty (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Beginning Balance | $ 41 | $ 317 |
Accrual (reversal) for warranty expense | 276 | (136) |
Warranty costs incurred during period | (39) | (140) |
Ending Balance | $ 278 | $ 41 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregates Revenue by timing of Goods or Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 18,794 | $ 2,210 | $ 27,262 | $ 31,238 |
Transferred over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 18,537 | 2,130 | 26,748 | 8,595 |
Transferred at Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 257 | $ 80 | $ 514 | $ 22,643 |
Revenue (Additional Information
Revenue (Additional Information) (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||
Deferred Costs | $ 9.6 | $ 3.5 |
Revenue - Summary of Changes in
Revenue - Summary of Changes in Contract Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Contract liabilities Beginning balance | $ 22,331 |
Additions to contract liabilities during the period | 18,063 |
Amounts included in contract liabilities at the beginning of the period | (16,972) |
Amounts added to contract liabilities during the period | (9,297) |
Contract liabilities Ending balance | $ 14,125 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||
Cost of Revenue | $ 21,543 | $ 2,321 | $ 31,481 | $ 29,713 | ||
RelatedPartyTransactionLiablePercentage | 51.00% | |||||
Stock Repurchase Description | On February 23, 2021, the Company entered into a Stock Repurchase Agreement with the executive officer. In the Stock Repurchase Agreement, the Company’s Board of Directors authorized the repurchase of a sufficient number of vested shares of common stock from the executive officer, at an aggregate price sufficient to repay the Promissory Note. At the Closing Date on July 21, 2021, all outstanding principal and accrued interest under the Promissory Note was repaid and the note was retired. | |||||
Debt instrument face value | $ 9,900 | |||||
Related party debt rate of interest percentage | 1.86% | |||||
Costumer Contracts [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Deferred Costs | 300 | $ 300 | $ 1,400 | |||
Contract with Customer, Liability | 700 | 700 | $ 4,600 | |||
Contract with Customer, Liability, Revenue Recognized | 800 | 2,100 | 3,900 | 8,400 | ||
Cost of Revenue | $ 300 | $ 900 | $ 1,400 | $ 3,600 | ||
Common Class A [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Conversion of Shares | 7,003,261 | |||||
Price per warrant | $ 0.10 | $ 0.10 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Temporary Equity [Line Items] | |
Cumulative amount raised redeemable convertible preferred stock | $ | $ 227.3 |
Conversion of Stock, Shares Issued | shares | 5.87585 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Convertible Preferred Stock authorized, issued and outstanding, and liquidation preference (Details) $ in Thousands | Dec. 31, 2020USD ($)shares |
Temporary Equity [Line Items] | |
Authorized shares | 188,353,093 |
Shares issued | 165,744,062 |
Shares outstanding | 165,744,062 |
Liquidation preference | $ | $ 239,447 |
Series A | |
Temporary Equity [Line Items] | |
Authorized shares | 12,999,666 |
Shares issued | 12,999,666 |
Shares outstanding | 12,999,666 |
Liquidation preference | $ | $ 500 |
Series A-1 | |
Temporary Equity [Line Items] | |
Authorized shares | 14,124,639 |
Shares issued | 14,124,639 |
Shares outstanding | 14,124,639 |
Liquidation preference | $ | $ 2,500 |
Series A-2 | |
Temporary Equity [Line Items] | |
Authorized shares | 24,197,491 |
Shares issued | 24,197,491 |
Shares outstanding | 24,197,491 |
Liquidation preference | $ | $ 11,098 |
Series A-3 | |
Temporary Equity [Line Items] | |
Authorized shares | 4,612,871 |
Shares issued | 4,612,871 |
Shares outstanding | 4,612,871 |
Liquidation preference | $ | $ 1,058 |
Series A-4 | |
Temporary Equity [Line Items] | |
Authorized shares | 4,173,740 |
Shares issued | 4,173,740 |
Shares outstanding | 4,173,740 |
Liquidation preference | $ | $ 1,531 |
Series B | |
Temporary Equity [Line Items] | |
Authorized shares | 31,644,237 |
Shares issued | 31,644,237 |
Shares outstanding | 31,644,237 |
Liquidation preference | $ | $ 24,100 |
Series B-1 | |
Temporary Equity [Line Items] | |
Authorized shares | 16,477,658 |
Shares issued | 16,477,658 |
Shares outstanding | 16,477,658 |
Liquidation preference | $ | $ 24,110 |
Series B-2 | |
Temporary Equity [Line Items] | |
Authorized shares | 68,937,247 |
Shares issued | 57,513,760 |
Shares outstanding | 57,513,760 |
Liquidation preference | $ | $ 174,550 |
Series B-3 | |
Temporary Equity [Line Items] | |
Authorized shares | 11,185,544 |
Stock based compensation (Addit
Stock based compensation (Additional Information) (Details) $ / shares in Units, $ in Thousands | Jul. 20, 2021shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Feb. 23, 2021shares | Dec. 31, 2020$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Stock-based compensation expense | $ | $ 13,939 | $ 958 | $ 43,427 | $ 2,217 | |||
Number of shares authorized to be repurchased | 1,023,825 | ||||||
Stock options outstanding | 3,516,347 | 3,516,347 | |||||
2013 Plan [Member] | Common Class A [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Conversion of stock option granted into an option to purchase common stock | 5.87585 | ||||||
2021 Plan [Member] | Common Class A [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for issuance | 19,887,747 | ||||||
2013 Employee Stock Option And Stock Purchase Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation by share based payment arrangement number of shares authorized | 58,863,225 | 58,863,225 | 58,863,225 | ||||
Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | $ 14,200 | 700 | $ 16,500 | $ 1,500 | |||
Total unrecognized compensation cost | $ | 26,400 | $ 26,400 | |||||
Stock Options Granted | 1,513,031 | 0 | |||||
Weighted average period | 3 years 3 months 18 days | ||||||
Total intrinsic value of options exercised | $ | $ 35,000 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | 0 | $ 0 | |||||
Total unrecognized compensation cost | $ | $ 18,800 | $ 18,800 | |||||
Weighted average period | 3 years 6 months | ||||||
RSUs Vested | 0 | ||||||
RSUs Forfeited | 0 | ||||||
RSUs Granted | 2,470,695 | ||||||
Purchase price per share | $ / shares | $ 7.61 | $ 7.61 | $ 0 | ||||
Restricted Stock Units (RSUs) [Member] | 2021 Plan [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Restricted Stock Units (RSUs) [Member] | 2021 Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | $ (300) | $ (300) | $ 26,800 | $ 700 | |||
Total unrecognized compensation cost | $ | $ 21,300 | $ 21,300 | |||||
RSUs Vested | 1,677,897 | ||||||
RSUs Forfeited | 0 | ||||||
RSUs Granted | 7,003,261 | ||||||
Purchase price per share | $ / shares | $ 1.42 | $ 1.42 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expense Recognized for all Stock-based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 13,939 | $ 958 | $ 43,427 | $ 2,217 |
Cost of sales [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 109 | 23 | 179 | 79 |
General and administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 13,096 | (319) | 13,953 | 814 |
Selling and Marketing Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 451 | 406 | 28,411 | 638 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 283 | $ 210 | $ 884 | $ 686 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summarizes Stock Option Activity (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Ending Balance | 3,516,347 | |
2013 Plan and 2021 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Beginning Balance | 35,001,146 | |
Options, granted | 1,513,031 | |
Options, exercised | 3,753,706 | |
Options Cancelled | 8,604 | |
Options, Forfeited | 395,466 | |
Options Outstanding, Ending Balance | 32,356,401 | 35,001,146 |
Exercisable at September 30, 2021 | 15,284,962 | |
Vested or expected to vest at September 30, 2021 | 32,356,401 | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.80 | |
Weighted-average exercise price, Granted | $ / shares | 8.75 | |
Weighted Average Exercise Price, Exercised | $ / shares | 0.36 | |
Weighted Average Exercise price, Cancelled | $ / shares | 1.41 | |
Weighted Average Exercise Price, Forfeited | $ / shares | 0.63 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 1.22 | $ 0.80 |
Weighted Average Exercise Price , Exercisable | $ / shares | 0.61 | |
Weighted Average Exercise Price Vested or Expected to Vest | $ / shares | $ 1.22 | |
Weighted Average Remaining Contractual Term, Beginning balance | 7 years 7 months 6 days | 8 years |
Weighted Average Remaining Contractual Term, Exercisable | 6 years 4 months 24 days | |
Weighted Average Remaining Contractual Term, Vested or Expected to Vest | 7 years 7 months 6 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Share-based Payment Arrangement, Restricted Stock Unit, Activity (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSUs Outstanding, Beginning Balance | shares | 0 |
RSUs Granted | shares | 2,470,695 |
RSUs Vested | shares | 0 |
RSUs Forfeited | shares | 0 |
RSUs Outstanding, Ending Balance | shares | 2,470,695 |
RSUs Vested or Expected To Vest | shares | 2,470,695 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 7.61 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | 7.61 |
Weighted Average Grant Date Fair Value , Vested or Expected To Vest | $ / shares | $ 7.61 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of assets measured at fair value on a recurring basis (Details) - Fair Value Measurements Recurring Member - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total Assets | $ 202,005 | $ 92,858 |
Liabilities: | ||
Total Liabilities | 17,848 | |
Public Warrants | ||
Liabilities: | ||
Warrants Liabilities | 11,596 | |
Private Placement Warrants | ||
Liabilities: | ||
Warrants Liabilities | 6,252 | |
Money Market Funds Member | ||
Assets: | ||
Money Market funds in Cash and Cash Equivalents | 202,005 | 92,858 |
Level 1 | ||
Assets: | ||
Total Assets | 202,005 | 92,858 |
Liabilities: | ||
Total Liabilities | 11,596 | |
Level 1 | Public Warrants | ||
Liabilities: | ||
Warrants Liabilities | 11,596 | |
Level 1 | Money Market Funds Member | ||
Assets: | ||
Money Market funds in Cash and Cash Equivalents | 202,005 | $ 92,858 |
Level 2 | ||
Liabilities: | ||
Total Liabilities | 6,252 | |
Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Warrants Liabilities | $ 6,252 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Additional Information) (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Public and private warrant trading price | $ 1.21 |
Transfers between Level 1, Level 2, and Level 3. | $ 0 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of changes in the fair value of warrant liabilities (Details) - Warrant Liabilities [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Balance at December 31, 2020 | $ 0 |
Private placement warrants and public warrants | 24,338 |
Change in fair value | (6,490) |
Balance at September 30, 2021 | $ 17,848 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable To Common Shareholders (Additional Information) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Common stock, conversion basis | one-for-one | |
Dividends declared or paid | $ 0 | $ 0 |
Warrant [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 14,800,000 | 14,800,000 |
Stock Option [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 28,800,000 | 28,800,000 |
Restricted Stock Award [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 3,500,000 | 3,500,000 |
Restricted Stock Units (RSUs) [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,500,000 | 2,500,000 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable To Common Shareholders - Summary of Computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net loss attributable to common stockholders | $ (40,500) | $ (31,754) | $ (44,681) | $ (14,135) | $ (9,683) | $ (11,742) | $ (116,935) | $ (35,560) |
Denominator: | ||||||||
Weighted average shares outstanding, basic and diluted | 183,838,219 | 20,882,502 | 76,685,048 | 20,782,379 | ||||
Class A Common Stock | ||||||||
Numerator: | ||||||||
Net loss attributable to common stockholders | $ (39,509) | $ (14,135) | $ (114,627) | $ (35,560) | ||||
Denominator: | ||||||||
Weighted average shares outstanding, basic and diluted | 179,338,218 | 20,882,502 | 75,168,564 | 20,782,379 | ||||
Net loss per common share (Class A and C), basic and diluted | $ (0.22) | $ (0.68) | $ (1.52) | $ (1.71) | ||||
Class C common stock | ||||||||
Numerator: | ||||||||
Net loss attributable to common stockholders | $ (991) | $ (2,313) | ||||||
Denominator: | ||||||||
Weighted average shares outstanding, basic and diluted | 4,500,000 | 1,516,484 | ||||||
Net loss per common share (Class A and C), basic and diluted | $ (0.22) | $ (1.52) |
Segment Information (Additional
Segment Information (Additional Information) (Details) | 9 Months Ended |
Sep. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of Business Segment | 1 |
Segment Information - Summary o
Segment Information - Summary of Product by Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 18,794 | $ 2,210 | $ 27,262 | $ 31,238 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 18,025 | 81 | 23,359 | 22,873 |
Japan | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 769 | $ 2,129 | $ 3,903 | $ 8,365 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating leases, rent expense | $ 0.5 | $ 1.5 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Commitments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2021 | $ 533 |
2022 | 1,601 |
2023 | 1,462 |
2024 | 1,504 |
2025 | 1,473 |
Thereafter | 7,079 |
Operating Lease, Liability, Total | $ 13,652 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common Class A [Member] | ||
Stockholders' Equity [Line Items] | ||
Common stock, share authorized | 385,000,000 | 261,657,617 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 222,597,413 | 28,292,106 |
Common stock, shares outstanding | 222,597,413 | 21,288,845 |
Common Class C [Member] | ||
Stockholders' Equity [Line Items] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,750,000 | 0 |
Common stock, shares outstanding | 5,750,000 | 0 |
Warrant Liability (Details)
Warrant Liability (Details) | Sep. 30, 2021$ / shares |
Warrant Liability [Line Items] | |
Sale of Stock, Price Per Share | $ 10 |
Common Class A [Member] | |
Warrant Liability [Line Items] | |
Warrant price per share | 0.10 |
Sale of Stock, Price Per Share | $ 10 |
Income tax (Additional Informat
Income tax (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income Tax Expense Benefit To Future Taxable Income | $ 0 | $ 0 | ||
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% | 0.00% | 0.00% |
Common Stock and Warrants (Addi
Common Stock and Warrants (Additional Information) (Details) - $ / shares | 1 Months Ended | 9 Months Ended |
Oct. 31, 2019 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||
Purchase of warrants (in Shares) | 14,750,000 | |
Share price (in Dollars per share) | $ 10 | |
Private Placement Warrants [Member] | ||
Class of Stock [Line Items] | ||
Purchase of warrants (in Shares) | 5,166,667 | |
Warrant price per share | $ 11.50 | |
Share price (in Dollars per share) | $ 18 | |
Public Warrant [Member] | ||
Class of Stock [Line Items] | ||
Purchase of warrants (in Shares) | 9,583,333 | |
Warrant price per share | $ 11.50 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common and preferred stock converted to class A common stock | 7,003,261 | |
Warrant price per share | 0.10 | |
Share price (in Dollars per share) | 10 | |
Common Class A [Member] | Public Warrant [Member] | ||
Class of Stock [Line Items] | ||
Warrant price per share | 0.01 | |
Share price (in Dollars per share) | $ 18 | |
RAAC Management LLC [Member] | Public Warrant [Member] | ||
Class of Stock [Line Items] | ||
Business acquisition period results included in combined entity | 5 years | |
RAAC Management LLC [Member] | Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common and preferred stock converted to class A common stock | 5.87585 | |
RAAC Management LLC [Member] | Common Class A [Member] | Private Placement Warrants [Member] | ||
Class of Stock [Line Items] | ||
Purchase of warrants (in Shares) | 5,166,667 | |
Warrant price per share | $ 11.50 | |
RAAC Management LLC [Member] | Common Class A [Member] | Public Warrant [Member] | ||
Class of Stock [Line Items] | ||
Purchase of warrants (in Shares) | 9,583,333 | |
Warrant price per share | $ 11.50 |
Common Stock and Warrants - Sch
Common Stock and Warrants - Schedule of Warrants Outstanding (Details) | Sep. 30, 2021$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Warrant shares outstanding | 14,750,000 |
Public Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant price per share | $ / shares | $ 11.50 |
Warrant shares outstanding | 9,583,333 |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant price per share | $ / shares | $ 11.50 |
Warrant shares outstanding | 5,166,667 |