Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 10, 2023 | |
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 | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | |
Securities Act 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 | 237,024,217 | |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 38,739 | $ 64,322 |
Accounts receivable | 12,135 | 5,006 |
Inventories, net | 11,483 | 8,090 |
Deferred fulfillment costs | 9,917 | 3,971 |
Prepaid expenses | 3,421 | 4,293 |
Contract assets | 7,854 | 7,333 |
Other current assets | 988 | 1,254 |
Total current assets | 84,537 | 94,269 |
Property and equipment - net | 9,885 | 10,810 |
Operating lease right of use assets | 7,257 | 7,485 |
Restricted cash | 1,254 | 1,254 |
Other non-current assets | 23 | 23 |
Total assets | 102,956 | 113,841 |
Current liabilities: | ||
Accounts payable | 7,614 | 5,290 |
Accrued expenses | 11,056 | 10,698 |
Contract liabilities | 27,868 | 15,923 |
Other current liabilities | 1,060 | 1,039 |
Total current liabilities | 47,598 | 32,950 |
Share-based compensation liability | 2,139 | 1,089 |
Warrant Liabilities | 4,875 | 885 |
Operating lease liabilities, noncurrent | 8,314 | 8,590 |
Total liabilities | 62,926 | 43,514 |
Stockholders' equity | ||
Common stock - Class A shares, $0.0001 par value; 385,000,000 shares authorized, 236,695,241 and 234,844,952 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively; Class C shares, par value $0.0001, 5,750,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 25 | 25 |
Additional paid-in capital | 484,411 | 478,219 |
Accumulated deficit | (444,367) | (407,878) |
Accumulated other comprehensive (loss) | (39) | (39) |
Total stockholders' equity | 40,030 | 70,327 |
Total liabilities and stockholders equity | $ 102,956 | $ 113,841 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class A Common Stock | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 385,000,000 | 385,000,000 |
Common stock, shares issued | 236,695,241 | 234,844,952 |
Common stock, shares outstanding | 236,695,241 | 234,844,952 |
Class C common stock | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue (see Note 8 for related party transactions) | $ 6,309 | $ 5,492 |
Cost of revenue (see Note 8 for related party transactions) | 8,306 | 6,696 |
Gross loss | (1,997) | (1,204) |
Operating Expenses | ||
General and Administrative Expense | 10,149 | 7,662 |
Selling and Marketing Expense | 5,724 | 1,489 |
Research and Development Expense | 14,748 | 20,343 |
Total operating expenses | 30,621 | 29,494 |
Loss from operations | (32,618) | (30,698) |
Other income (expense): | ||
Interest income, net | 111 | 7 |
Change in fair value of derivative liabilities | (3,990) | 7,183 |
Other expense, net | 10 | (48) |
Net loss before income taxes | (36,487) | (23,556) |
Income tax | 2 | 10 |
Net loss | (36,489) | (23,566) |
Other comprehensive loss: | ||
Net foreign currency translation adjustments | 0 | (7) |
Total Comprehensive loss | $ (36,489) | $ (23,573) |
Basic - Weighted average shares outstanding | 241,599,990 | 231,990,998 |
Diluted - Weighted average shares outstanding | 241,599,990 | 231,990,998 |
Class A and C Common Stock | ||
Other comprehensive loss: | ||
Earnings Per Share, Basic | $ (0.15) | $ (0.10) |
Earnings Per Share, Diluted | $ (0.15) | $ (0.10) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Class A Common Stock | Class A Common Stock Common Stock [Member] | Class C Common Stock | Class C Common Stock Common Stock [Member] |
Balance at Dec. 31, 2021 | $ 144,231 | $ 449,307 | $ (305,084) | $ (16) | $ 24 | $ 0 | ||
Balance (in Shares) at Dec. 31, 2021 | 225,428,187 | 5,750,000 | ||||||
Proceeds from exercise of stock options (in Shares) | 1,296,415 | |||||||
Proceeds from exercise of stock options | 823 | 823 | ||||||
Reclassification of restricted stock to equity | 706 | 706 | ||||||
Stock-based compensation | 4,408 | 4,408 | ||||||
Other comprehensive loss | (7) | (7) | ||||||
Net loss | (23,566) | (23,566) | $ (22,989) | $ (584) | ||||
Balance at Mar. 31, 2022 | 126,595 | 455,244 | (328,650) | (23) | $ 24 | $ 0 | ||
Balance (in Shares) at Mar. 31, 2022 | 226,724,602 | 5,750,000 | ||||||
Balance at Dec. 31, 2022 | 70,327 | 478,219 | (407,878) | 39 | $ 25 | $ 0 | ||
Balance (in Shares) at Dec. 31, 2022 | 234,844,952 | 5,750,000 | ||||||
Proceeds from exercise of stock options (in Shares) | 1,850,289 | |||||||
Proceeds from exercise of stock options | 480 | 480 | ||||||
Reclassification of restricted stock to equity | 279 | 279 | ||||||
Stock-based compensation | 4,152 | 4,152 | ||||||
Adjustments To Additional Paid In Capital, Warrant Provision | 1,281 | 1,281 | ||||||
Net loss | (36,489) | (36,489) | $ (35,621) | $ (868) | ||||
Balance at Mar. 31, 2023 | $ 40,030 | $ 484,411 | $ (444,367) | $ (39) | $ 25 | $ 0 | ||
Balance (in Shares) at Mar. 31, 2023 | 236,695,241 | 5,750,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (36,489) | $ (23,566) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,085 | 760 |
Loss on disposal of fixed assets | 0 | 12 |
Change in fair value of warrants | 3,990 | (7,183) |
Foreign currency transactions | (11) | 33 |
Stock-based compensation | 5,482 | (1,838) |
FedEx warrant provision | 1,710 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,129) | (1,962) |
Inventories | (3,393) | (1,249) |
Deferred fulfillment costs | (5,946) | (13,552) |
Contract assets | (521) | 1,598 |
Prepaid expenses and other assets | 940 | (1,469) |
Accounts payable | 2,308 | 348 |
Accrued expenses | 354 | (553) |
Contract liabilities | 11,945 | 16,417 |
Other liabilities | (256) | (34) |
Net cash used in operating activities | (25,931) | (32,238) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (140) | (46) |
Net cash used in investing activities | (140) | (46) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of stock options | 480 | 822 |
Net cash provided by financing activities | 480 | 822 |
Effect of exchange rate on cash | 8 | (46) |
Net (decrease) in cash, cash equivalents, and restricted cash | (25,583) | (31,508) |
Cash, Cash Equivalents and Restricted Cash, Beginning Balance | 65,576 | 171,951 |
Cash, Cash Equivalents and Restricted Cash, Ending Balance | 39,993 | 140,443 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Right of use asset | 0 | (8,154) |
Lease Liability | 0 | 10,287 |
Net investment in lease | 0 | 884 |
Purchase of property and equipment included in accounts payable and accrued expenses | 20 | 147 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||
Cash and cash equivalents | 38,739 | 139,581 |
Restricted Cash | 1,254 | 862 |
Total cash, cash equivalents, and restricted cash | $ 39,993 | $ 140,443 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Statement of Cash Flows [Abstract] | ||
Market funds and cash equivalents | $ 30,047 | $ 129,172 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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 280 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 “RAAC 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 (“RAAC Merger Sub”). On the Closing Date, pursuant to the terms of the RAAC Merger Agreement, a business combination (the "Business Combination") between RAAC and Legacy Berkshire Grey was effected through the merger of RAAC Merger Sub with and into Legacy Berkshire Grey, with Legacy Berkshire Grey surviving the merger as a wholly owned subsidiary of RAAC (the "RAAC 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 RAAC Merger Agreement. The Business Combination 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 RAAC Merger have been retroactively restated as shares reflecting the exchange ratio established in the RAAC 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). Basis of Presentation 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 audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 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 (loss), a separate component of stockholders’ equity. 1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION (cont.) Going Concern and Liquidity The Company has incurred net losses and negative cash flows from operations since inception and relied upon financing activities to fund operations through the issuance of common and preferred stock. As of March 31, 2023, the Company had an accumulated deficit of $ 444.4 million and has generated net losses in each year. As of March 31, 2023, the Company's liquidity sources included cash and cash equivalents of $ 38.7 million. Based on our current operating plan, the Company believes that its current cash and cash equivalents will need to be supplemented to allow it to meet its liquidity requirements beyond the fourth quarter of 2023. As described more fully in Footnote 3, “Merger,” on March 24, 2023, the Company entered into an Agreement and Plan of Merger (the “SoftBank Merger Agreement”), with SoftBank Group Corp. (“SoftBank”), and Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SoftBank (“SoftBank Merger Sub”), pursuant to which SoftBank Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of SoftBank (the “SoftBank Acquisition”). The SoftBank Acquisition is subject to certain customary closing conditions and is expected to be consummated in the third quarter of 2023. If the SoftBank Acquisition fails to be completed, then to meet its future funding requirements, the Company would need to evaluate other alternatives to secure additional capital sufficient to fund its operating plan, in addition to any potential use of the Company’s facility with Lincoln Park Capital. If the Company is unable to raise additional capital as and when needed, or upon acceptable terms, such failure would have a significant negative impact on its financial condition. As a result of these conditions, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The unaudited condensed consolidated financial statements do not include adjustments to reflect the possible future effects on the recoverability and classification of recorded assets or the amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of unaudited condensed 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, provisions for contract losses, variable consideration, impact of the FedEx warrant, 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 March 31, 2023 and December 31, 2022. Revenue Recognition See Note 7, " Revenue ", for our revenue recognition policy . 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. 2. SIGNIFICANT ACCOUNTING POLICIES (cont.) Sales of the Company’s products are concentrated among specific customers. At March 31, 2023, and December 31, 2022 , three and four customers accounted for approximately 96 % and 92 % of the Company’s accounts receivable balance, respectively. For the three months ended March 31, 2023 , the Company generated 44 %, 32 % and 14 % of revenues from three respective customers. For the three months ended March 31, 2022 , the Company generated approximately 38 %, 14 %, 12 %, 12 % and 12 % of revenues from five respective customers. 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 condensed consolidated balance sheets exceeds federally insured limits. 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 condensed 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. FedEx Warrant The FedEx Warrant (defined in Note 16, " Common Stock and Warrants ") is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation . This instrument is classified in the consolidated statements of operations in accordance with ASC 606, Revenue from Contracts with Customers . For awards granted to a customer, which are not in exchange for distinct goods or services, the fair value of the awards earned based on service or performance conditions is recorded as a reduction of the transaction price. To determine the fair value of the FedEx Warrant in accordance with ASC 718, the Company used the Black-Scholes option pricing model which is based in part on assumptions that require management to use judgment. Based on the fair value of the award, the Company determined the amount of non-cash stock-based sales incentive charges on the customer’s pro-rata achievement of vesting conditions, which is recorded as a reduction of revenue in the condensed consolidated statements of operations. See Note 16 for additional information. Net Loss Per Common Share 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. Leases Leases are accounted for in accordance with ASU No. 2016-02 ("ASU 2016-02") and its related amendments ("ASC 842"). The Company adopted ASC 842 on January 1, 2022, using the modified retrospective method, whereby the new guidance is applied prospectively as of the date of adoption and prior periods are not to be restated. The Company elected the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. Additionally, the Company elected the following practical expedients: the Company has elected to not separate lease components from non-lease components in its lease contract; the Company will not apply the recognition requirements of ASC 842 to its leases with lease terms of 12 months or less but rather recognize the lease expense on a straight-line basis over the lease term. The adoption of the lease standard did not change the Company's previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. Adoption of the lease standard had a material impact on the Company's consolidated balance sheet (Note 15, " Commitments and Contingencies "). Recently Adopted Accounting Standards 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 adoption of this ASU did not have a significant impact on our unaudited condensed consolidated financial statements. |
Merger
Merger | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Merger | . Merger SOFTBANK AGREEMENT AND PLAN OF MERGER On March 24, 2023, the Company entered into the SoftBank Merger Agreement, with SoftBank and SoftBank Merger Sub, pursuant to which SoftBank Merger Sub will merge with and into the Company with the Company surviving the merger as a wholly-owned subsidiary of SoftBank. At the effective time of the merger (the “Effective Time”), each share of the Company’s Class A Common Stock and each share of the Company’s Class C Common Stock (together, the “Company Common Stock”) (other than (i) shares held in the treasury of the Company or owned by SoftBank Merger Sub, (ii) shares held by stockholders who have perfected their statutory rights of appraisal under Section 262 of the Delaware General Corporation Law, and (iii) restricted shares that have not vested as of the Effective Time) will be converted automatically into and shall thereafter represent only the right to receive $ 1.40 in cash, without interest, subject to applicable withholding taxes. The SoftBank Acquisition is conditioned upon, among other things, the approval of the SoftBank Merger Agreement by the affirmative vote of holders of at least a majority of all outstanding shares of Company Common Stock, voting together as a single class, at a meeting of the Company’s stockholders held for such purpose, the expiration of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, certain other approvals, clearances or expirations of waiting periods under other antitrust laws and foreign investment screening laws, and other customary closing conditions. The SoftBank Acquisition closing is not subject to a financing condition and is expected to close in the third quarter of 2023. Voting and Support Agreement In connection with the execution of the SoftBank Merger Agreement, the Company and SoftBank entered into voting and support agreements with Thomas Wagner, the Company's Chief Executive Officer, and three of the Company’s largest stockholders (certain entities related to Vinod Khosla (Khosla Ventures Seed B LP, Khosla Ventures Seed B (CF), LP, Khosla Ventures V, LP), New Enterprise Associates 15, L.P., and Canaan X, L.P.) (the “Supporting Stockholders”) under which such stockholders agreed, among other things, to vote, or cause to be voted, all of the shares of Company Common Stock beneficially owned by such stockholders in favor of (i) the approval of the SoftBank Acquisition and certain other related matters and (ii) the adoption of an amendment to the certificate of incorporation of the Company to increase the number of authorized shares of Class A Common Stock to 700,000,000 (the “Charter Amendment Approval”). Convertible Note Purchase Agreement Additionally, in connection with the execution of the SoftBank Merger Agreement, the Company entered into a convertible note purchase agreement (the “Note Purchase Agreement”) with Backgammon Investment Corp, a Delaware corporation and wholly owned subsidiary of SoftBank (“BIC”) under which the Company may issue to BIC up to $ 60 million of convertible senior unsecured notes (the “Notes”) in exchange for up to $ 60 million of cash, prior to the Closing and subject to certain conditions. The Note Purchase Agreement permits the Company to draw up to $ 12 million in any 30-day period, if the Company’s cash balance is below $30 million. The Notes will mature on the earlier of (i) six months following the termination of the SoftBank Merger Agreement and (ii) June 30, 2024, unless earlier repurchased or converted . The conversion rate for the Notes will initially be 714.2857 shares of Class A Common Stock for each $ 1,000 principal amount of Notes (the “Conversion Rate”), which is equivalent to an initial conversion price of approximately $ 1.40 per share of Class A Common Stock. The Conversion Rate is subject to adjustment under certain circumstances in accordance with the terms of the Note Purchase Agreement. The Notes will bear interest at a rate of 20.00 % per year compounded semi-annually and will be payable in-kind semi-annually by increasing the principal amount of the Notes. In the event of payment defaults on interest or principal when due, the interest rate will be increased to 25.00 %. |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net | 4. INVENTORIES, NET At March 31, 2023, and December 31, 2022, inventories, net consist of $ 11.5 million and $ 8.1 million of finished goods, respectively. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following: March 31, December 31, 2023 2022 (in thousands) Leasehold improvements $ 6,414 $ 6,402 Machinery and equipment 898 898 Furniture and fixtures 983 983 Research and development equipment 7,157 6,126 Computer hardware and software 1,983 1,983 Construction in progress 3 1,157 Subtotal 17,438 17,549 Less: Accumulated depreciation 7,553 6,739 Property and equipment, net $ 9,885 $ 10,810 Depreciation expense for the three months ended March 31, 2023 and 2022, was approximately $ 1.1 million and $ 0.8 million, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 6. ACCRUED EXPENSES Accrued expenses consist of the following: March 31, December 31, 2023 2022 (in thousands) Accrued compensation $ 1,697 $ 5,146 Accrued sales taxes payable 663 192 Accrued professional services 2,673 813 Accrued materials 3,743 2,950 Accrued other 1,600 777 Accrued warranty 680 820 Accrued expenses $ 11,056 $ 10,698 Accrued Compensation Accrued compensation included estimated year-end employee bonuses and related employee costs of approximately $ 1.2 million and $ 4.0 million at March 31, 2023 and December 31, 2022, respectively. 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: March 31, December 31, 2023 2022 (in thousands) Beginning balance $ 820 $ 452 Accrual (reversal) for warranty expense ( 216 ) ( 427 ) Warranty costs incurred during period 76 795 Ending balance $ 680 $ 820 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
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 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 promises that may include system delivery, installation, testing, and training. Judgment is required to determine whether the promises 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 generally 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. For those performance obligations where revenue is recognized over time, the Company recognizes revenue as costs are incurred or as labor hours are incurred, depending on the type of contract (i.e., an input method). Installation and training services are evaluated together with the delivery of robotic fulfillment or material handling systems as a singular performance obligation. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated. The loss is computed on the basis of the total estimated costs to complete the contract, including the contract costs incurred to date plus the estimated cost to complete. A provision for the remaining losses on contracts of $ 0.6 million and $ 2.7 million is included within contract liabilities as of March 31, 2023 and December 31, 2022, respectively. 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. Maintenance and extended support services are recognized ratably on a straight-line-basis as the Company assumes an even distribution of performance over the service period. Research services are recognized based on the ratio of cost to date and the total estimated cost at the completion of the performance obligation. 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 March 31, 2023. Non-cash stock-based sales incentive contra-revenue charges (“FedEx Warrant Charges”) associated with the FedEx Warrant are recognized as the customer makes qualified payments and vesting conditions become probable of being achieved, based on the grant date fair value of the FedEx Warrant. See note 16, " Common Stock and Warrants" for more information. The following table disaggregates revenue by timing of transfer of goods or services: Three Months Ended March 31, 2023 2022 (in thousands) Transferred over time $ 5,257 $ 5,317 Transferred at a point in time 1,052 175 Total revenue $ 6,309 $ 5,492 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. Provisions for contract losses are recorded as liabilities when it becomes evident that a liability has occurred and the amount of the loss is reasonably estimable. 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. Contract losses are reported as cost of revenue during the period in which the loss becomes evident. 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. Measure of Progress The Company periodically reviews the measure of progress used to faithfully depict the transfer of control of goods and services to customers. This review indicated the circumstances of the Company's systems delivery and installation for certain sales have changed over time and that the transfer of control to customers would be more faithfully depicted over time as cost is incurred, beginning upon delivery, and continuing through the installation process (“cost-to-cost method”) rather than based on the ratio of labor hours incurred to total estimated labor hours at the completion of the performance obligation. The Company’s assessment of control transfer considered when legal title to machinery passes to the customer, when the customer first gains beneficial use, and other indicators control has transferred. As a result, effective January 1, 2022, the Company began using a cost-to-cost methodology for some projects that commenced during the prior fiscal year. Under both the cost-to-cost and labor hours input methods the Company expects revenue to be recognized over a period of three to six months . Deferred Fulfillment Costs and Contract Liability Balances As of March 31, 2023 and December 31, 2022 , the Company incurred $ 9.9 million and $ 4.0 million of net deferred fulfillment costs, respectively. Changes in the contract liability balance during the three months ended March 31, 2023 , 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 three months ended March 31, 2023: Contract Liabilities (in thousands) Contract liabilities at December 31, 2022 $ 15,923 Additions to contract liabilities during the period 20,380 Change in provision for contract losses ( 2,126 ) Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period ( 3,809 ) Amounts added to contract liabilities during the period ( 2,500 ) Contract liabilities at March 31, 2023 $ 27,868 Contract Assets (in thousands) Contract assets at December 31, 2022 $ 7,333 Additions to contract assets during the period 521 Contract assets at March 31, 2023 $ 7,854 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
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. For the three months ended March 31, 2023, the Company did no t recognize any revenue or cost of revenue related to these contracts. For the three months ended March 31, 2022, the Company recognized $ 0.7 million in revenue and less than $ 0.1 million in cost of revenue related to these contracts. 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 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 RAAC 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. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders Equity | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Stockholder's Equity | 9. STOCKHOLDER'S EQUITY Equity Purchase Agreement On October 5, 2022, the Company, entered into a purchase agreement (the "Purchase Agreement") with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $ 75 million of shares (the “Purchase Shares”) of its Class A common stock, par value $ 0.0001 per share (the “Common Stock”) over the 36 month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares issued under the Purchase Agreement (the “Registration Rights Agreement”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, on any business day selected by the Company (the “Purchase Date”), to require Lincoln Park to purchase up to 200,000 shares of Common Stock (the “Regular Purchase Amount”) per purchase notice (each such purchase, a “Regular Purchase”). The Regular Purchase Amount may be increased to up to (i) 250,000 shares if the closing price of the Common Stock is not below $ 2.00 , (ii) 300,000 shares if the closing price of the Common Stock is not below $ 3.00 and (iii) 400,000 shares if the closing price of the Common Stock is not below $ 4.00 . Lincoln Park’s committed obligation under a Regular Purchase shall not exceed $ 2.0 million, provided that the parties may mutually agree at any time to increase the Regular Purchase Amount on any Purchase Date, above and beyond the foregoing amounts that Lincoln Park is committed to purchase. The purchase price per share for each Regular Purchase will be based on prevailing market prices of the Common Stock immediately preceding the time of sale as computed in accordance with the terms set forth in the Purchase Agreement. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock under the Purchase Agreement. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement. The aggregate number of shares that the Company can sell to Lincoln Park under the Purchase Agreement may in no case exceed 47,099,574 shares (subject to adjustment) of Common Stock (which is equal to approximately 19.99 % of the shares of Common Stock and Class C common stock, par value $ 0.0001 per share, combined, outstanding prior to the execution of the Purchase Agreement) (the “Exchange Cap”), unless (i) shareholder approval is obtained to issue Purchase Shares above the Exchange Cap, in which case the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the Purchase Agreement equals or exceeds the “minimum price”, determined in accordance with applicable Nasdaq Listing Rules, as adjusted as set forth in the Purchase Agreement, such that the Exchange Cap will not apply to issuances and sales of Common Stock under the Purchase Agreement. In all instances, the Company may not sell shares of its Common Stock to Lincoln Park and its affiliates under the Purchase Agreement if it would result in Lincoln Park beneficially owning more than 9.99 % of the outstanding shares of Common Stock. The Company issued 701,262 shares of Common Stock to Lincoln Park during the three months ended December 31, 2022, as consideration for its commitment to purchase shares of Common Stock at the Company’s direction from time to time under the Purchase Agreement (the “Commitment Shares,” and, together with the Purchase Shares, the “Shares”). The Purchase Agreement contains customary representations, warranties, covenants, closing conditions, indemnification and termination provisions. There are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on the Company’s ability to conduct or enter into an agreement to issue any Common Stock involving an equity line of credit or substantially similar transaction, excluding certain transactions including an at-the-market transaction exclusively with a registered broker-dealer), rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Company may deliver purchase notices under the Purchase Agreement, subject to market conditions, and in light of its capital needs, from time to time and under the limitations contained in the Purchase Agreement. Any proceeds that the Company receives under the Purchase Agreement are expected to be used for general corporate purposes, which may include investments and strategic transactions. As of March 31, 2023, the Company has sold approximately 3.4 million shares of Common Stock under the Purchase Agreement, for net proceeds of approximately $ 4.2 million, none of which were sold during the three-month period ending March 31, 2023. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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 RAAC Merger). 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 condensed consolidated statements of operations as follows: Three Months Ended March 31, 2023 2022 (in thousands) Cost of sales $ 329 $ 334 General and administrative 1,943 1,797 Sales and marketing 2,064 ( 5,428 ) Research and development 1,146 1,459 Total $ 5,482 $ ( 1,838 ) Stock Options The Company did no t issue grants during the three months ended March 31, 2023. The Company granted 609,300 stock options during the three months ended March 31, 2022. The following table summarizes stock option activity under the 2021 Plan for the three months ended March 31, 2023: Options Weighted- Weighted- Outstanding at December 31, 2022 22,713,562 $ 1.20 6.6 Granted — — — Exercised ( 1,258,100 ) 0.18 — Cancelled ( 103,188 ) 1.27 — Forfeited ( 20,079 ) 1.23 — Outstanding at March 31, 2023 21,332,195 $ 1.26 6.7 Exercisable at March 31, 2023 15,118,508 $ 1.02 6.2 Vested or expected to vest at March 31, 2023 21,332,195 $ 1.26 6.7 As of March 31, 2023 , 2,938,257 of the Options outstanding are subject to performance-based vesting criteria described below. The total intrinsic value of options exercised in the three months ended March 31, 2023 , was approximately $ 1.7 million. The Company recognized approximately $ 0.8 million and $ 2.3 million in stock-based compensation expense related to stock options during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 , there was approximately $ 5.7 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 March 31, 2023 , the Company expects to recognize its remaining stock-based compensation expense over a weighted-average period of 2.78 years. 10. STOCK-BASED COMPENSATION (cont.) 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 March 31, 2023 , 4,158,282 shares of Restricted Stock have vested, and no ne were forfeited. The Company recognized approximately $ 1.3 million in stock-based compensation expense related to the Restricted Stock during the three months ended March 31, 2023 and a reduction of stock-based compensation of $ 6.2 million for the three months ended March 31,2022, as a result of a decline in the Company's stock price. The expense is presented in the Company’s condensed consolidated statements of operations as sales and marketing expense. As of March 31, 2023 , there was approximately $ 1.9 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 31, 2022 13,940,688 $ 3.31 Granted 152,000 $ 1.18 Vested ( 627,037 ) $ 4.29 Forfeited ( 190,320 ) $ 3.39 Outstanding at March 31, 2023 13,275,331 $ 3.24 Vested or expected to vest at March 31, 2023 13,241,427 $ 3.24 The Company recognized approximately $ 3.3 million and $ 2.0 million in stock-based compensation expense related to RSUs during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, there was approximately $ 37.9 million of total unrecognized compensation cost related to non-vested RSUs. As of March 31, 2023, the Company expects to recognize its remaining stock-based compensation expense over a weighted-average period of 3.1 years. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 30,047 $ — $ — $ 30,047 Total Assets $ 30,047 $ — $ — $ 30,047 Liabilities Public Warrants $ 3,167 $ — $ — $ 3,167 Private Placement Warrants $ — $ 1,708 $ — $ 1,708 Total Liabilities $ 3,167 $ 1,708 $ — $ 4,875 December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 53,830 $ — $ — $ 53,830 Total Assets $ 53,830 $ — $ — $ 53,830 Liabilities Public Warrants $ 575 $ — $ — $ 575 Private Placement Warrants $ — $ 310 $ — $ 310 Total Liabilities $ 575 $ 310 $ — $ 885 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 March 31, 2023, 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 March 31, 2023 using the listed trading price of $ 0.33 per Public Warrant. During the three months ended March 31, 2023, there were no transfers between Level 1, Level 2, and Level 3. The change in fair value of warrant liabilities is as follows: Warrant Liabilities (in thousands) Balance at December 31, 2022 $ 885 Private placement warrants and public warrants Exercised warrants — Change in fair value 3,990 Balance at March 31, 2023 $ 4,875 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. INCOME TAXES During the three months ended March 31, 2023 and 2022, 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 March 31, 2023 and December 31, 2022. 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 March 31, 2023 and December 31, 2022. The Company does not believe material uncertain tax positions have arisen to date. The Company’s effective income tax rate for the three months ended March 31, 2023 and 2022 was - 0.004 % and - 0.05 %, respectively. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable To Common Shareholders | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attribute to Common Shareholders | 13. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS Through the RAAC Merger, the Company added Class C common 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 RAAC 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 three months ended March 31, 2023 or 2022. 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, restricted stock units, and restricted stock awards subject to vesting 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 March 31, 2023 2022 Class A Class C Class A Class C Numerator: Net loss attributable to common stockholders (in thousands) $ ( 35,621 ) $ ( 868 ) $ ( 22,989 ) $ ( 584 ) Denominator: Weighted-average shares used in computing net loss per attributable to common stockholders, basic and diluted 235,849,990 5,750,000 226,240,998 5,750,000 Net loss per share Net loss per share attributable to common shareholders, basic and diluted $ ( 0.15 ) $ ( 0.15 ) $ ( 0.10 ) $ ( 0.10 ) For the three months ended March 31, 2023, warrants, options, restricted stock units, and restricted stock awards representing approximately 40.0 million, 21.3 million, 13.3 million, and 4.2 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. For the three months ended March 31, 2022, options, warrants, restricted stock units, and restricted stock awards representing approximately 28.4 million, 14.8 million, 6.9 million, and 3.7 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 | 3 Months Ended |
Mar. 31, 2023 | |
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. 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 March 31, 2023 2022 (in thousands) United States $ 6,309 $ 4,812 Japan — 680 Total revenue $ 6,309 $ 5,492 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES Commercial real estate leases The Company’s portfolio of commercial real estate leases consists of office space for its corporate headquarters in Bedford, Massachusetts and office and research space in Sharpsburg, Pennsylvania, both of which are accounted for as operating leases. Our corporate headquarters consists of an approximately 70,000 square foot facility. The lease expires in 2031 and we have the option to extend for two additional five-year periods. Our lease in Sharpsburg, Pennsylvania is for an approximately 20,500 square foot facility. The remaining contractual periods for our corporate headquarters and the Sharpsburg facility are 7.9 years and 2.5 years, respectively, and include escalating payments. Operating lease right-of-use assets (ROU) and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The current and long term balances of lease liabilities at March 31, 2023, were $ 1.1 million and $ 8.3 million, respectively, and were classified within other liabilities, and operating lease liabilities, respectively. Operating lease expense was $ 0.4 million for the three months ended March 31, 2023 and 2022, respectively. Commercial real estate leases As of March 31, 2023, future minimum rental commitments for operating leases with non-cancellable terms in excess of one year were as follows: Operating Fiscal Years Ending December 31, (in thousands) Remainder of 2023 $ 1,101 2024 1,504 2025 1,473 2026 1,287 2027 1,326 Thereafter 4,466 Total future operating lease payments 11,157 Less: imputed interest ( 1,771 ) Total operating lease liabilities $ 9,386 |
Common Stock and Warrants
Common Stock and Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Common Stock and Warrants | 16. COmmon stock and warrants Prior to the RAAC 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 RAAC 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 RAAC Merger, on a one-for-one basis. Class A Common Stock Warrants As a result of the RAAC Merger, 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 RAAC Merger and will expire five years from the consummation of the RAAC Merger or earlier upon redemption or liquidation. 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 consolidated balance sheet. As of March 31, 2023, no warrants have been exercised. As of March 31, 2023, 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. 16. COmmon stock and warrants (cont.) FedEx Warrant On July 29, 2022, the Company and FCJI, Inc. (“FedEx Affiliate”), a wholly owned subsidiary of FedEx Corporation, entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which the Company agreed to issue to FedEx Affiliate a warrant (the “FedEx Warrant”) to acquire up to 25,250,616 shares (the “Warrant Shares”) of the Company’s Class A common stock, par value $ 0.0001 per share, subject to certain vesting events described below. Other affiliates of FedEx Corporation are current customers of the Company. The Company and FedEx Affiliate entered into the Transaction Agreement in connection with a master professional services agreement that the Company and FedEx Corporation entered into on July 29, 2022, with respect to which FedEx Corporation engaged the Company to provide broader AI robotic automation capabilities. The Company also expects to enter into a master system purchase agreement with FedEx Corporation during 2023 that will be leveraged to streamline and expedite the procurement process for expanding the supply of the Company’s AI robotic automation to FedEx Corporation and its affiliates. The vesting of the Warrant Shares, described in more detail below, is subject to certain milestones, including signing these commercial agreements as well as other commercial transactions between FedEx Corporation (and its affiliates) and the Company. The Warrant Shares will generally vest and become exercisable from time to time, incrementally, if and as FedEx Corporation and its affiliates, directly or indirectly through third parties, make a combination of binding orders and qualified payments of at least $ 20 million for goods and services associated with orders received after June 1, 2022, and fully vest and become exercisable when such binding orders and qualified payments reach at least $ 200 million. No vesting event will occur after December 31, 2025. FedEx Corporation and its affiliates are not currently required to place any orders or make any payments under the master system purchase agreement being negotiated. Subject to vesting and certain conditions set forth in the Transaction Agreement, the Warrant is exercisable, in whole or in part, and for cash or on a net exercise basis, at any time before July 29, 2032, at an exercise price of $ 1.67 per share, which was determined based on the 30-day volume-weighted average price for the Common Stock as of July 29, 2022. Both the exercise price and the number of Warrant Shares subject to purchase pursuant to the Warrant are subject to customary anti-dilution adjustments. FedEx Warrant Charges, which are non-cash stock-based sales incentive contra-revenue charges, associated with the FedEx Warrant are recognized as the customer makes qualified payments and vesting conditions become probable of being achieved, based on the grant date fair value of the FedEx Warrant. The fair values of the FedEx Warrant were determined as of the grant date in accordance with ASC 718, Compensation – Stock Compensation , using the Black-Scholes option pricing model and the following assumptions: July 29, 2022 Dividend yield — Expected volatility 52.0 % Risk-free interest rate 2.7 % Expected term 10 Years The volatility used was estimated based on a weighting average of the Company's historical volatility, the implied volatility of the Company's exchange traded warrants, and the historical volatility of comparable companies over a period matching the assumed term of the FedEx Warrant. The expected terms used were based on the term of the FedEx Warrant at the date of issuance. The risk-free interest rates used were based on the U.S. Treasury yield curve for the expected term of the FedEx Warrant at the date of issuance. The following table summarizes the FedEx Warrant activity for the three months ended March 31, 2023: Warrant Shares Outstanding at December 31, 2022 23,988,085 Granted — Vested — Outstanding and unvested March 31, 2023 23,988,085 During the three months ended March 31, 2023, FedEx Warrant Charges in the consolidated statements of operations were $ 1.7 million. Non-cash FedEx Warrant Charges during the three months ended March 31, 2023, were $ 1.8 million, of which $ 0.1 million is classified in “Other current assets”, in the accompanying condensed consolidated balance sheets related to the immediate vesting portion of the Warrant Shares upon entry into a master professional services agreement which will be recognized as the work is performed. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS On May 1, 2023, the Company closed on its first draw under the Note Purchase Agreement with BIC in the amount of $ 12 million. See note 3, "Merger" for more information. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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 audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 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 (loss), a separate component of stockholders’ equity. |
Going Concern and Liquidity | Going Concern and Liquidity The Company has incurred net losses and negative cash flows from operations since inception and relied upon financing activities to fund operations through the issuance of common and preferred stock. As of March 31, 2023, the Company had an accumulated deficit of $ 444.4 million and has generated net losses in each year. As of March 31, 2023, the Company's liquidity sources included cash and cash equivalents of $ 38.7 million. Based on our current operating plan, the Company believes that its current cash and cash equivalents will need to be supplemented to allow it to meet its liquidity requirements beyond the fourth quarter of 2023. As described more fully in Footnote 3, “Merger,” on March 24, 2023, the Company entered into an Agreement and Plan of Merger (the “SoftBank Merger Agreement”), with SoftBank Group Corp. (“SoftBank”), and Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SoftBank (“SoftBank Merger Sub”), pursuant to which SoftBank Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of SoftBank (the “SoftBank Acquisition”). The SoftBank Acquisition is subject to certain customary closing conditions and is expected to be consummated in the third quarter of 2023. If the SoftBank Acquisition fails to be completed, then to meet its future funding requirements, the Company would need to evaluate other alternatives to secure additional capital sufficient to fund its operating plan, in addition to any potential use of the Company’s facility with Lincoln Park Capital. If the Company is unable to raise additional capital as and when needed, or upon acceptable terms, such failure would have a significant negative impact on its financial condition. As a result of these conditions, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The unaudited condensed consolidated financial statements do not include adjustments to reflect the possible future effects on the recoverability and classification of recorded assets or the amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed 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, provisions for contract losses, variable consideration, impact of the FedEx warrant, 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 March 31, 2023 and December 31, 2022. |
Revenue Recognition | Revenue Recognition See Note 7, " Revenue ", for our revenue recognition policy |
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 March 31, 2023, and December 31, 2022 , three and four customers accounted for approximately 96 % and 92 % of the Company’s accounts receivable balance, respectively. For the three months ended March 31, 2023 , the Company generated 44 %, 32 % and 14 % of revenues from three respective customers. For the three months ended March 31, 2022 , the Company generated approximately 38 %, 14 %, 12 %, 12 % and 12 % of revenues from five respective customers. 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 condensed consolidated balance sheets exceeds federally insured limits. |
Warrant Liabilitys | 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 condensed 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. |
FedEx Warrant | FedEx Warrant The FedEx Warrant (defined in Note 16, " Common Stock and Warrants ") is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation . This instrument is classified in the consolidated statements of operations in accordance with ASC 606, Revenue from Contracts with Customers . For awards granted to a customer, which are not in exchange for distinct goods or services, the fair value of the awards earned based on service or performance conditions is recorded as a reduction of the transaction price. To determine the fair value of the FedEx Warrant in accordance with ASC 718, the Company used the Black-Scholes option pricing model which is based in part on assumptions that require management to use judgment. Based on the fair value of the award, the Company determined the amount of non-cash stock-based sales incentive charges on the customer’s pro-rata achievement of vesting conditions, which is recorded as a reduction of revenue in the condensed consolidated statements of operations. See Note 16 for additional information. |
Net Loss Per Common Share | Net Loss Per Common Share 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. |
Leases | Leases Leases are accounted for in accordance with ASU No. 2016-02 ("ASU 2016-02") and its related amendments ("ASC 842"). The Company adopted ASC 842 on January 1, 2022, using the modified retrospective method, whereby the new guidance is applied prospectively as of the date of adoption and prior periods are not to be restated. The Company elected the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. Additionally, the Company elected the following practical expedients: the Company has elected to not separate lease components from non-lease components in its lease contract; the Company will not apply the recognition requirements of ASC 842 to its leases with lease terms of 12 months or less but rather recognize the lease expense on a straight-line basis over the lease term. The adoption of the lease standard did not change the Company's previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. Adoption of the lease standard had a material impact on the Company's consolidated balance sheet (Note 15, " Commitments and Contingencies "). |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards 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 adoption of this ASU did not have a significant impact on our unaudited condensed consolidated financial statements. |
Property and equipment (Tables)
Property and equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: March 31, December 31, 2023 2022 (in thousands) Leasehold improvements $ 6,414 $ 6,402 Machinery and equipment 898 898 Furniture and fixtures 983 983 Research and development equipment 7,157 6,126 Computer hardware and software 1,983 1,983 Construction in progress 3 1,157 Subtotal 17,438 17,549 Less: Accumulated depreciation 7,553 6,739 Property and equipment, net $ 9,885 $ 10,810 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Accrued Expenses | Accrued expenses consist of the following: March 31, December 31, 2023 2022 (in thousands) Accrued compensation $ 1,697 $ 5,146 Accrued sales taxes payable 663 192 Accrued professional services 2,673 813 Accrued materials 3,743 2,950 Accrued other 1,600 777 Accrued warranty 680 820 Accrued expenses $ 11,056 $ 10,698 |
Changes in our Product warranty | Changes in our product warranty consist of the following: March 31, December 31, 2023 2022 (in thousands) Beginning balance $ 820 $ 452 Accrual (reversal) for warranty expense ( 216 ) ( 427 ) Warranty costs incurred during period 76 795 Ending balance $ 680 $ 820 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 (in thousands) Transferred over time $ 5,257 $ 5,317 Transferred at a point in time 1,052 175 Total revenue $ 6,309 $ 5,492 |
Summary of Changes in Contract Liabilities | The following table summarizes changes in contract liabilities during the three months ended March 31, 2023: Contract Liabilities (in thousands) Contract liabilities at December 31, 2022 $ 15,923 Additions to contract liabilities during the period 20,380 Change in provision for contract losses ( 2,126 ) Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period ( 3,809 ) Amounts added to contract liabilities during the period ( 2,500 ) Contract liabilities at March 31, 2023 $ 27,868 Contract Assets (in thousands) Contract assets at December 31, 2022 $ 7,333 Additions to contract assets during the period 521 Contract assets at March 31, 2023 $ 7,854 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 condensed consolidated statements of operations as follows: Three Months Ended March 31, 2023 2022 (in thousands) Cost of sales $ 329 $ 334 General and administrative 1,943 1,797 Sales and marketing 2,064 ( 5,428 ) Research and development 1,146 1,459 Total $ 5,482 $ ( 1,838 ) |
Summarizes Stock Option Activity | The following table summarizes stock option activity under the 2021 Plan for the three months ended March 31, 2023: Options Weighted- Weighted- Outstanding at December 31, 2022 22,713,562 $ 1.20 6.6 Granted — — — Exercised ( 1,258,100 ) 0.18 — Cancelled ( 103,188 ) 1.27 — Forfeited ( 20,079 ) 1.23 — Outstanding at March 31, 2023 21,332,195 $ 1.26 6.7 Exercisable at March 31, 2023 15,118,508 $ 1.02 6.2 Vested or expected to vest at March 31, 2023 21,332,195 $ 1.26 6.7 |
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 31, 2022 13,940,688 $ 3.31 Granted 152,000 $ 1.18 Vested ( 627,037 ) $ 4.29 Forfeited ( 190,320 ) $ 3.39 Outstanding at March 31, 2023 13,275,331 $ 3.24 Vested or expected to vest at March 31, 2023 13,241,427 $ 3.24 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 30,047 $ — $ — $ 30,047 Total Assets $ 30,047 $ — $ — $ 30,047 Liabilities Public Warrants $ 3,167 $ — $ — $ 3,167 Private Placement Warrants $ — $ 1,708 $ — $ 1,708 Total Liabilities $ 3,167 $ 1,708 $ — $ 4,875 December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 53,830 $ — $ — $ 53,830 Total Assets $ 53,830 $ — $ — $ 53,830 Liabilities Public Warrants $ 575 $ — $ — $ 575 Private Placement Warrants $ — $ 310 $ — $ 310 Total Liabilities $ 575 $ 310 $ — $ 885 |
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, 2022 $ 885 Private placement warrants and public warrants Exercised warrants — Change in fair value 3,990 Balance at March 31, 2023 $ 4,875 |
Net Loss Per Share Attribute to
Net Loss Per Share Attribute to Common Shareholders (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 Class A Class C Class A Class C Numerator: Net loss attributable to common stockholders (in thousands) $ ( 35,621 ) $ ( 868 ) $ ( 22,989 ) $ ( 584 ) Denominator: Weighted-average shares used in computing net loss per attributable to common stockholders, basic and diluted 235,849,990 5,750,000 226,240,998 5,750,000 Net loss per share Net loss per share attributable to common shareholders, basic and diluted $ ( 0.15 ) $ ( 0.15 ) $ ( 0.10 ) $ ( 0.10 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of product by sales | Product sales by country are as follows: Three Months Ended March 31, 2023 2022 (in thousands) United States $ 6,309 $ 4,812 Japan — 680 Total revenue $ 6,309 $ 5,492 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of March 31, 2023, future minimum rental commitments for operating leases with non-cancellable terms in excess of one year were as follows: Operating Fiscal Years Ending December 31, (in thousands) Remainder of 2023 $ 1,101 2024 1,504 2025 1,473 2026 1,287 2027 1,326 Thereafter 4,466 Total future operating lease payments 11,157 Less: imputed interest ( 1,771 ) Total operating lease liabilities $ 9,386 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Summary of Warrant Activity | The following table summarizes the FedEx Warrant activity for the three months ended March 31, 2023: Warrant Shares Outstanding at December 31, 2022 23,988,085 Granted — Vested — Outstanding and unvested March 31, 2023 23,988,085 |
Summary of Warrants Outstanding | As of March 31, 2023, 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 |
Schedule of Stock Compensation, Using the Black-scholes Option Pricing Model | The fair values of the FedEx Warrant were determined as of the grant date in accordance with ASC 718, Compensation – Stock Compensation , using the Black-Scholes option pricing model and the following assumptions: July 29, 2022 Dividend yield — Expected volatility 52.0 % Risk-free interest rate 2.7 % Expected term 10 Years |
Nature of Business and Basis of
Nature of Business and Basis of Presentation (Additional Information) (Details) $ / shares in Units, $ in Thousands | Mar. 31, 2023 USD ($) NumberOfEmployee $ / shares shares | Dec. 31, 2022 USD ($) shares | Mar. 31, 2022 USD ($) |
Description of Organization and Business Operations (Details) [Line Items] | |||
Number Of Employees | NumberOfEmployee | 280 | ||
Cash and cash equivalents | $ | $ 38,739 | $ 64,322 | $ 139,581 |
Accumulated deficit | $ | $ (444,367) | $ (407,878) | |
Share price (in Dollars per share) | $ / shares | $ 10 | ||
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 | 236,695,241 | 234,844,952 | |
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_3
Significant Accounting Policies - Summary of Reconciliation of the Amounts of Cash, Cash Equivalents, and Restricted cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Money Market Funds, at Carrying Value | $ 30,047 | $ 129,172 | ||
Restricted Cash, Noncurrent | 1,254 | $ 1,254 | ||
Cash, cash equivalents, and restricted cash | $ 39,993 | $ 65,576 | $ 140,443 | $ 171,951 |
Significant Accounting Polici_4
Significant Accounting Policies (Additional Information) (Details) - Customer | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||
Lease Term | 12 months | ||
Customer Concentration Risk | Revenue Benchmark | |||
Product Information [Line Items] | |||
Number of major customers | 3 | 5 | |
Four Customers [Member] | Customer Concentration Risk | Accounts Receivable | |||
Product Information [Line Items] | |||
Number of customers | 4 | ||
Concentration Risk, Percentage | 92% | ||
Three Customers [Member] | Customer Concentration Risk | Accounts Receivable | |||
Product Information [Line Items] | |||
Number of customers | 3 | ||
Concentration Risk, Percentage | 96% | ||
Percentage of Revenue from Customer One [Member] | Customer Concentration Risk | Revenue Benchmark | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 44% | 38% | |
Percentage of Revenue from Customer Two [Member] | Customer Concentration Risk | Revenue Benchmark | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 32% | 14% | |
Percentage of Revenue from Customer Three [Member] | Customer Concentration Risk | Revenue Benchmark | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 14% | 12% | |
Percentage of Revenue from Customer Four [Member] | Customer Concentration Risk | Revenue Benchmark | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 12% | ||
Percentage of Revenue from Customer Five [Member] | Customer Concentration Risk | Revenue Benchmark | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 12% |
Merger (Additional Information)
Merger (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 24, 2023 | Dec. 31, 2022 | Oct. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Compulsory Conversion restricted share Price | $ 1.40 | |||
Note Interest rate | 20% | |||
Initial conversion price of common stock | $ 1.40 | |||
Increase in Interest rate | 25% | |||
Debt Instrument, Face Amount | $ 9,900 | |||
Price per share (in Dollars per share) | $ 10 | |||
Convertible Note Purchase Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
purchase agreement conditions to draw | The Note Purchase Agreement permits the Company to draw up to $12 million in any 30-day period, if the Company’s cash balance is below $30 million. The Notes will mature on the earlier of (i) six months following the termination of the SoftBank Merger Agreement and (ii) June 30, 2024, unless earlier repurchased or converted | |||
Convertible Note Purchase Agreement [Member] | Backgammon Investment Corp [Member] | ||||
Business Acquisition [Line Items] | ||||
consideration received on issue of unsecured note | $ 60,000 | |||
Unsecure Note issued | $ 60,000 | |||
Initial conversion principal amount | $ 714.2857 | |||
Principal amounts of notes | $ 1,000 | |||
Line of credit amount | $ 12,000 | |||
Common Class A [Member] | ||||
Business Acquisition [Line Items] | ||||
Additional common stock issued | 700,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Price per share (in Dollars per share) | $ 10 |
Initial Public Offering (Detail
Initial Public Offering (Details) | Mar. 31, 2023 $ / shares |
Initial Public Offering (Details) [Line Items] | |
Price per share (in Dollars per share) | $ 10 |
Inventories, net (Additional In
Inventories, net (Additional Information) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 11,500 | $ 8,100 |
Inventory, net | $ 11,483 | $ 8,090 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 17,438 | $ 17,549 |
Less: Accumulated depreciation | 7,553 | 6,739 |
Property and equipment - net | 9,885 | 10,810 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,414 | 6,402 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 898 | 898 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 983 | 983 |
Research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,157 | 6,126 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,983 | 1,983 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3 | $ 1,157 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation on property plant and equipment | $ 1.1 | $ 0.8 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Compensation | $ 1,697 | $ 5,146 | |
Accrued sales taxes payable | 663 | 192 | |
Accrued professional services | 2,673 | 813 | |
Accrued materials | 3,743 | 2,950 | |
Accrued Other | 1,600 | 777 | |
Accrued warranty | 680 | 820 | $ 452 |
Accrued expenses | $ 11,056 | $ 10,698 |
ACCRUED EXPENSES (Additional In
ACCRUED EXPENSES (Additional Information) (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 1.2 | $ 4 |
Accrued Expenses - Summary of C
Accrued Expenses - Summary of Changes in our Product Warranty (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Beginning Balance | $ 820 | $ 452 |
Accrual (reversal) for warranty expense | (216) | (427) |
Warranty costs incurred during period | 76 | 795 |
Ending Balance | $ 680 | $ 820 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregates Revenue by timing of Goods or Services (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 6,309 | $ 5,492 |
Transferred over Time | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 5,257 | 5,317 |
Transferred at Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 1,052 | $ 175 |
Revenue (Additional Information
Revenue (Additional Information) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Disaggregation of Revenue [Line Items] | ||
Deferred Costs | $ 9,900 | $ 4,000 |
Provision for contract Losses | 600 | 2,700 |
Operating lease right of use assets | $ 7,257 | $ 7,485 |
Revenue - Summary of Changes in
Revenue - Summary of Changes in Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Contract liabilities Beginning balance | $ 15,923 |
Additions to contract liabilities during the period | 20,380 |
Change in provision for contract loss | (2,126) |
Amounts included in contract liabilities at the beginning of the period | (3,809) |
Amounts added to contract liabilities during the period | (2,500) |
Contract liabilities Ending balance | 27,868 |
Contract assets at December 31, 2022 | 7,333 |
Additions to contract assets during the period | 521 |
Contract assets at March 31, 2023 | $ 7,854 |
Related Party Transactions (Add
Related Party Transactions (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||
Cost of Revenue | $ 8,306 | $ 6,696 | |
Related party transaction, liable percentage | 51% | ||
Debt instrument face value | $ 9,900 | ||
Related party debt rate of interest percentage | 1.86% | ||
Customer Contracts [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Contract with customer, liability, revenue recognized | 0 | 700 | |
Cost of Revenue | $ 0 | $ 100 | |
Common Class A [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Conversion of Shares | 7,003,261 |
Stock based compensation (Addit
Stock based compensation (Additional Information) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Jul. 20, 2021 shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 $ / shares shares | Feb. 23, 2021 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Stock-based compensation expense | $ | $ 5,482 | $ (1,838) | |||
Number of shares authorized to be repurchased | 1,023,825 | ||||
Stock options outstanding | 2,938,257 | ||||
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 | ||||
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 | |||
Stock Options [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ | $ 800 | $ 2,300 | |||
Total unrecognized compensation cost | $ | $ 5,700 | ||||
Options Granted | 0 | 609,300 | |||
Weighted average period | 2 years 9 months 10 days | ||||
Total intrinsic value of options exercised | $ | $ 1,700 | ||||
Stock Options [Member] | Common Class A [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share based compensation by share based payment arrangement number of shares authorized | 19,887,747 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ | 3,300 | $ 2,000 | |||
Total unrecognized compensation cost | $ | $ 37,900 | ||||
Weighted average period | 3 years 1 month 6 days | ||||
Vested | 627,037 | ||||
RSUs Forfeited | 190,320 | ||||
RSUs Granted | 152,000 | ||||
Purchase price per share | $ / shares | $ 3.24 | $ 3.31 | |||
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 | $ | $ 1,300 | $ 6,200 | |||
Total unrecognized compensation cost | $ | $ 1,900 | ||||
Vested | 4,158,282 | ||||
RSUs Forfeited | 0 | ||||
RSUs Granted | 7,003,261 | ||||
Purchase price per share | $ / shares | $ 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense recognized | $ 5,482 | $ (1,838) |
Cost of sales [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense recognized | 329 | 334 |
General and administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense recognized | 1,943 | 1,797 |
Selling and Marketing Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense recognized | 2,064 | (5,428) |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense recognized | $ 1,146 | $ 1,459 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summarizes Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding, Ending Balance | 2,938,257 | |
2013 Plan and 2021 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding, Beginning Balance | 22,713,562 | |
Options, granted | 0 | |
Options, exercised | (1,258,100) | |
Options Cancelled | (103,188) | |
Options, Forfeited | (20,079) | |
Options Outstanding, Ending Balance | 21,332,195 | 22,713,562 |
Exercisable at March 31, 2022 | 15,118,508 | |
Vested or expected to vest at March 31, 2022 | 21,332,195 | |
Weighted Average Exercise Price, Beginning Balance | $ 1.20 | |
Weighted-average exercise price, Granted | 0 | |
Weighted Average Exercise Price, Exercised | 0.18 | |
Weighted Average Exercise price, Cancelled | 1.27 | |
Weighted Average Exercise Price, Forfeited | 1.23 | |
Weighted Average Exercise Price, Ending Balance | 1.26 | $ 1.20 |
Weighted Average Exercise Price , Exercisable | 1.02 | |
Weighted Average Exercise Price Vested or Expected to Vest | $ 1.26 | |
Weighted Average Remaining Contractual Term, Beginning balance | 6 years 8 months 12 days | 6 years 7 months 6 days |
Weighted Average Remaining Contractual Term, Exercisable | 6 years 2 months 12 days | |
Weighted Average Remaining Contractual Term, Vested or Expected to Vest | 6 years 8 months 12 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] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
RSUs Outstanding, Beginning Balance | shares | 13,940,688 |
RSUs Granted | shares | 152,000 |
RSUs Vested | shares | (627,037) |
RSUs Forfeited | shares | (190,320) |
Outstanding and unvested March 31, 2023 | shares | 13,275,331 |
RSUs Vested or Expected To Vest | shares | 13,241,427 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 3.31 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1.18 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 4.29 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 3.39 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | 3.24 |
Weighted Average Grant Date Fair Value , Vested or Expected To Vest | $ / shares | $ 3.24 |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Total Assets | $ 30,047 | $ 53,830 |
Liabilities: | ||
Total Liabilities | 4,875 | 885 |
Public Warrants | ||
Liabilities: | ||
Warrants Liabilities | 3,167 | 575 |
Private Placement Warrants | ||
Liabilities: | ||
Warrants Liabilities | 1,708 | 310 |
Money Market Funds Member | ||
Assets: | ||
Money Market funds in Cash and Cash Equivalents | 30,047 | 53,830 |
Level 1 | ||
Assets: | ||
Total Assets | 30,047 | 53,830 |
Liabilities: | ||
Total Liabilities | 3,167 | 575 |
Level 1 | Public Warrants | ||
Liabilities: | ||
Warrants Liabilities | 3,167 | 575 |
Level 1 | Money Market Funds Member | ||
Assets: | ||
Money Market funds in Cash and Cash Equivalents | 30,047 | 53,830 |
Level 2 | ||
Liabilities: | ||
Total Liabilities | 1,708 | 310 |
Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Warrants Liabilities | $ 1,708 | $ 310 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Additional Information) (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Public and private warrant trading price | $ 330 |
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 | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Balance at December 31, 2021 | $ 885 |
Change in fair value | 3,990 |
Balance at March 31, 2022 | $ 4,875 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Schedule of private placement warrants and public warrants (Details) | Jul. 29, 2022 |
Schedule of private placement warrants and public warrants [Abstract] | |
Risk-free interest rate | 0.27% |
Expected volatility | 5.20% |
Expected Term (in years) | 10 years |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable To Common Shareholders (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
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 | 21,300,000 | 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 | 40,000,000 | 28,400,000 |
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 | 4,200,000 | 3,700,000 |
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 | 13,300,000 | 6,900,000 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (36,489) | $ (23,566) |
Denominator: | ||
Basic - Weighted average shares outstanding | 241,599,990 | 231,990,998 |
Diluted - Weighted average shares outstanding | 241,599,990 | 231,990,998 |
Weighted Average Number of Shares Outstanding, Basic, Total | 241,599,990 | 231,990,998 |
Class A Common Stock | ||
Numerator: | ||
Net loss attributable to common stockholders | $ (35,621) | $ (22,989) |
Denominator: | ||
Basic - Weighted average shares outstanding | 235,849,990 | 226,240,998 |
Diluted - Weighted average shares outstanding | 235,849,990 | 226,240,998 |
Basic - Earnings per share | $ (0.15) | $ (0.10) |
Diluted - Earnings per share | $ (0.15) | $ (0.10) |
Weighted Average Number of Shares Outstanding, Basic, Total | 235,849,990 | 226,240,998 |
Class C common stock | ||
Numerator: | ||
Net loss attributable to common stockholders | $ (868) | $ (584) |
Denominator: | ||
Basic - Weighted average shares outstanding | 5,750,000 | 5,750,000 |
Diluted - Weighted average shares outstanding | 5,750,000 | 5,750,000 |
Basic - Earnings per share | $ (0.15) | $ (0.10) |
Diluted - Earnings per share | $ (0.15) | $ (0.10) |
Weighted Average Number of Shares Outstanding, Basic, Total | 5,750,000 | 5,750,000 |
Segment Information (Additional
Segment Information (Additional Information) (Details) | 3 Months Ended |
Mar. 31, 2023 Segment | |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 6,309 | $ 5,492 |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenues | 6,309 | 4,812 |
Japan | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 0 | $ 680 |
Commitments and Contingencies_2
Commitments and Contingencies (Additional Information) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | |
Operating Lease, Liability, Current | $ 1,100 | |
Operating Lease, Liability, Noncurrent | 8,314 | $ 8,590 |
Operating Lease, Expense | $ 400 | |
Lessee, Operating Lease, Term of Contract | 12 months | |
Bedford [Member] | ||
Lessee, Operating Lease, Option to Extend | Our corporate headquarters consists of an approximately 70,000 square foot facility. The lease expires in 2031 and we have the option to extend for two additional five-year periods. | |
Lessee, Operating Lease, Term of Contract | 5 years | |
Lessee, Operating Lease, Remaining Lease Term | 7 years 10 months 24 days | |
Sharpsburg, Pennsylvania [Member] | ||
Area of Land | ft² | 20,500 | |
Lessee, Operating Lease, Remaining Lease Term | 2 years 6 months |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Commitments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
Remainder of 2023 | $ 1,101 |
2024 | 1,504 |
2025 | 1,473 |
2026 | 1,287 |
2027 | 1,326 |
Thereafter | 4,466 |
Total future operating lease payments | 11,157 |
Less: imputed interest | (1,771) |
Total operating lease liabilities | $ 9,386 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Oct. 05, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Lincoln Park Capital Fund, LLC [Member] | |||
Stockholders' Equity [Line Items] | |||
Beneficially ownership percentage | 9.99% | ||
Purchase Agreement [Member] | |||
Stockholders' Equity [Line Items] | |||
Number of units issued in transaction (in Shares) | 3,400,000 | ||
Term of Purchase Agreement | 36 months | ||
Proceeds from issuance or sale of equity | $ 4.2 | ||
Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | Purchase Commitment [Member] | |||
Stockholders' Equity [Line Items] | |||
Number of units issued in transaction (in Shares) | 701,262 | ||
Common Stock [Member] | |||
Stockholders' Equity [Line Items] | |||
Description of regular purchase of common stock | The Regular Purchase Amount may be increased to up to (i) 250,000 shares if the closing price of the Common Stock is not below $2.00, (ii) 300,000 shares if the closing price of the Common Stock is not below $3.00 and (iii) 400,000 shares if the closing price of the Common Stock is not below $4.00. | ||
Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member] | |||
Stockholders' Equity [Line Items] | |||
Number of common stock shares in regular purchase | 200,000 | ||
Two Lakhs Fifty Thousand Shares Closing Price Below Two Point Zero Zero[Member] | Lincoln Park Capital Fund, LLC [Member] | |||
Stockholders' Equity [Line Items] | |||
Number of common stock shares in regular purchase | 250,000 | ||
Closing price of the Common Stock | $ 2 | ||
Three Lakhs Share, Closing Price Below Three Point Zero Zero [Member] | Lincoln Park Capital Fund, LLC [Member] | |||
Stockholders' Equity [Line Items] | |||
Closing price of the Common Stock | $ 3 | ||
Number of common stock shares exceeding regular purchase | 300,000 | ||
Four Lakhs Share, Closing Price Below Four Point Zero Zero[Member] | Lincoln Park Capital Fund, LLC [Member] | |||
Stockholders' Equity [Line Items] | |||
Closing price of the Common Stock | $ 4 | ||
Number of common stock shares exceeding regular purchase | 400,000 | ||
Common Class A [Member] | |||
Stockholders' Equity [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common stock, share authorized | 385,000,000 | 385,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 236,695,241 | 234,844,952 | |
Common stock, shares outstanding | 236,695,241 | 234,844,952 | |
Common Class A [Member] | Lincoln Park Capital Fund, LLC [Member] | |||
Stockholders' Equity [Line Items] | |||
Number of common stock shares exceeding regular purchase | 2,000,000 | ||
Common Class A [Member] | Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||
Stockholders' Equity [Line Items] | |||
Number of units issued in transaction (in Shares) | 75,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Common stock, par value (in Dollars per share) | 0.0001 | ||
Common Class C [Member] | |||
Stockholders' Equity [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 5,750,000 | 5,750,000 | |
Common stock, shares outstanding | 5,750,000 | 5,750,000 | |
Common Class C [Member] | Lincoln Park Capital Fund, LLC [Member] | |||
Stockholders' Equity [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Number of aggregate common stock purchase shares | 47,099,574 | ||
Percentage value of Common Stock Issued | 19.99% | ||
Common stock, par value (in Dollars per share) | $ 0.0001 |
Income tax (Additional Informat
Income tax (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense benefit to future taxable income | $ 0 | $ 0 |
Effective income tax rate reconciliation, percent | (0.004%) | (0.05%) |
Common Stock and Warrants (Addi
Common Stock and Warrants (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Oct. 31, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jul. 29, 2022 | |
Class of Stock [Line Items] | |||||
Purchase of warrants (in Shares) | 14,750,000 | ||||
Share price (in Dollars per share) | $ 10 | ||||
Change in fair value of derivative liabilities | $ 3,990 | $ (7,183) | |||
Other current assets | 988 | $ 1,254 | |||
FedEx Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Change in fair value of derivative liabilities | 1,700 | ||||
Other current assets | $ 100 | ||||
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 | ||||
Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Payment for binding orders | $ 200,000 | ||||
Fedex Corporation [Member] | |||||
Class of Stock [Line Items] | |||||
Change in fair value of derivative liabilities | $ 1,800 | ||||
Fedex Corporation [Member] | Public Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant Term Description | The Warrant Shares will generally vest and become exercisable from time to time, incrementally, if and as FedEx Corporation and its affiliates, directly or indirectly through third parties, make a combination of binding orders and qualified payments of at least $20 million for goods and services associated with orders received after June 1, 2022, and fully vest and become exercisable when such binding orders and qualified payments reach at least $200 million. | ||||
Fedex Corporation [Member] | Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Payment for binding orders | $ 20,000 | ||||
Fedex Corporation [Member] | Transaction Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Purchase of warrants (in Shares) | 25,250,616 | ||||
Fedex Corporation [Member] | Transaction Agreement [Member] | Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant price per share | $ 1.67 | ||||
RAAC Management LLC [Member] | Public Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Business acquisition period results included in combined entity | 5 years | ||||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of Shares | 7,003,261 | ||||
Warrant price per share | $ 0.10 | ||||
Share price (in Dollars per share) | 10 | ||||
Common Stock, Par or Stated Value Per Share | 0.0001 | $ 0.0001 | |||
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 | ||||
Common Class A [Member] | Fedex Corporation [Member] | Transaction Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Common Class A [Member] | RAAC Management LLC [Member] | Private Placement Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Purchase of warrants (in Shares) | 5,166,667 | ||||
Warrant price per share | $ 11.50 | ||||
Common Class A [Member] | RAAC Management LLC [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 (Details) | Mar. 31, 2023 $ / shares shares |
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 |
Common stock and warrants - S_2
Common stock and warrants - Schedule of Stock Compensation, Using the Black-scholes Option Pricing Model (Details) | Jul. 29, 2022 |
Equity [Abstract] | |
Dividend yield | 0% |
Expected volatility | 5.20% |
Risk-free interest rate | 0.27% |
Expected Term (in years) | 10 years |
Common stock and warrants - S_3
Common stock and warrants - Schedule of FedEx Warrant activity (Details) - Fedex Warrants [Member] | 3 Months Ended |
Mar. 31, 2023 shares | |
Class of Warrant or Right [Line Items] | |
Outstanding at December 31, 2022 | 23,988,085 |
Granted | 0 |
Vested | 0 |
Outstanding and unvested March 31, 2023 | 23,988,085 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) $ in Millions | May 01, 2023 USD ($) |
Subsequent Event [Member] | BIC Member | Purchase Agreement [Member] | |
Subsequent Event [Line Items] | |
Business merger transaction cost | $ 12 |