Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2021 | |
Document Information [Line Items] | |
Entity Registrant Name | Berkshire Grey, Inc |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001824734 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 52,830 | $ 93,857 | $ 159,298 |
Accounts receivable | 2,669 | 16,752 | 565 |
Inventories, net | 2,719 | 758 | 403 |
Deferred fulfillment costs (see Note 7 for related party transactions) | 13,373 | 3,461 | 20,966 |
Prepaid expenses | 2,537 | 804 | 752 |
Other current assets | 2,091 | 132 | 229 |
Total current assets | 76,219 | 115,764 | 182,213 |
Property and equipment – net | 10,466 | 9,403 | 1,691 |
Restricted cash | 1,121 | 1,121 | 150 |
Deferred transaction costs | 1,770 | ||
Other non-current assets | 24 | 101 | 64 |
Total assets | 89,600 | 126,389 | 184,118 |
Current liabilities: | |||
Accounts payable | 5,412 | 1,681 | 1,239 |
Accrued expenses | 12,339 | 7,771 | 4,346 |
Contract liabilities (see Note 7 for related party transactions) | 23,765 | 22,331 | 30,637 |
Other current liabilities | 181 | 182 | 72 |
Total Current Liabilities | 41,697 | 31,965 | 36,294 |
Warrant liability | 3,922 | ||
Share-based compensation liability | 21,371 | 3,047 | 350 |
Other non-current liabilities | 1,996 | 2,057 | 140 |
Total liabilities | 65,064 | 37,069 | 40,706 |
Commitments and contingencies (Note 13) | |||
Mezzanine equity: | |||
Redeemable convertible preferred stock | 223,442 | 223,442 | 223,442 |
Stockholders' deficit: | |||
Common stock | 3 | 3 | 3 |
Additional paid-in capital | 29,237 | 17,578 | 14,028 |
Accumulated deficit | (228,141) | (151,704) | (94,061) |
Accumulated other comprehensive income (loss) | (5) | 1 | |
Total stockholders' deficit | (198,906) | (134,122) | (80,030) |
Total liabilities, mezzanine equity, and stockholders' deficit | $ 89,600 | $ 126,389 | $ 184,118 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity, Shares Authorized | 32,055,463 | 32,055,463 | 32,055,463 |
Temporary Equity, Shares Issued | 28,207,674 | 28,207,674 | 28,207,674 |
Temporary Equity, Shares Outstanding | 28,207,674 | 28,207,674 | 28,207,674 |
Class A Common Stock | |||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 44,531,024 | 44,531,024 | 42,000,000 |
Common stock, shares issued | 4,814,981 | 4,814,981 | 4,713,349 |
Common stock, shares outstanding | 3,895,473 | 3,623,109 | 3,521,477 |
Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary Equity, Shares Authorized | 32,055,463 | 32,055,463 | 32,055,463 |
Temporary Equity, Shares Issued | 28,207,674 | 28,207,674 | 28,207,674 |
Temporary Equity, Shares Outstanding | 28,207,674 | 28,207,674 | 28,207,674 |
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 239,447 | $ 239,447 | $ 239,447 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenue (see Note 7 for related party transactions) | $ 4,503 | $ 2,752 | $ 8,468 | $ 29,028 | $ 34,835 | $ 7,972 |
Cost of revenue (see Note 7 for related party transactions) | 5,240 | 2,658 | 9,938 | 27,392 | 32,009 | 9,974 |
Gross profit (loss) | (737) | 94 | (1,470) | 1,636 | 2,826 | (2,002) |
Operating expenses: | ||||||
General and administrative expense | 4,710 | 2,877 | 8,853 | 6,722 | 15,935 | 15,152 |
Sales and marketing expense | 10,540 | 1,667 | 38,023 | 3,338 | 12,910 | 5,272 |
Research and development expense | 15,741 | 9,163 | 28,051 | 17,200 | 35,806 | 27,805 |
Total operating expenses | 30,991 | 13,707 | 74,927 | 27,260 | 64,651 | 48,229 |
Loss from operations | (31,728) | (13,613) | (76,397) | (25,624) | (61,825) | (50,231) |
Interest income, net | 3 | 8 | 14 | 273 | 280 | 579 |
Other (expense) income, net | (22) | 3,922 | (42) | 3,926 | 3,907 | 142 |
Net loss before income taxes | (31,747) | (9,683) | (76,425) | (21,425) | (57,638) | (49,510) |
Income tax | 7 | 12 | 5 | 1 | ||
Net loss | (31,754) | (9,683) | (76,437) | (21,425) | (57,643) | (49,511) |
Other comprehensive income (loss): | ||||||
Net foreign currency translation adjustments | (6) | 1 | ||||
Total comprehensive loss | $ (31,754) | $ (9,683) | $ (76,443) | $ (21,425) | $ (57,642) | $ (49,511) |
Net loss per common share – basic and diluted | $ (8.21) | $ (2.74) | $ (20.21) | $ (6.07) | $ (16.22) | $ (17.77) |
Weighted average shares outstanding – basic and diluted | 3,868,554 | 3,532,100 | 3,781,658 | 3,528,301 | 3,554,478 | 2,786,510 |
Consolidated Statements of Mezz
Consolidated Statements of Mezzanine Equity and Stockholders' Deficit - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Accumulated Deficit | Accumulated other comprehensive income | Common Stock [Member] | Redeemable Convertible Preferred Stock [Member] |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 60,631 | |||||
Temporary Equity, Shares Outstanding | 18,419,514 | |||||
Balance at Dec. 31, 2018 | $ (42,918) | $ 1,632 | $ (44,550) | |||
Balance (in Shares) at Dec. 31, 2018 | 2,579,180 | |||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 162,811 | |||||
Temporary Equity Stock Issued During Period Shares New Issues | 9,788,160 | |||||
Proceeds from exercise of stock options (Shares) | 942,297 | 942,297 | ||||
Proceeds from exercise of stock options (Value) | $ 715 | 712 | $ 3 | |||
Stock-based compensation | 11,684 | 11,684 | ||||
Net loss | (49,511) | (49,511) | ||||
Balance at Dec. 31, 2019 | $ (80,030) | 14,028 | (94,061) | $ 3 | ||
Balance (in Shares) at Dec. 31, 2019 | 3,521,477 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 223,442 | |||||
Temporary Equity, Shares Outstanding | 28,207,674 | 28,207,674 | ||||
Proceeds from exercise of stock options (Value) | $ 32 | 32 | ||||
Stock-based compensation | 461 | 461 | ||||
Net loss | (11,742) | (11,742) | ||||
Balance at Mar. 31, 2020 | (91,279) | 14,521 | (105,803) | $ 3 | ||
Balance (in Shares) at Mar. 31, 2020 | 3,521,477 | |||||
Balance at Dec. 31, 2019 | (80,030) | 14,028 | (94,061) | $ 3 | ||
Balance (in Shares) at Dec. 31, 2019 | 3,521,477 | |||||
Net loss | (21,425) | |||||
Balance at Jun. 30, 2020 | (100,601) | 14,882 | (115,486) | $ 3 | ||
Balance (in Shares) at Jun. 30, 2020 | 3,521,477 | |||||
Balance at Dec. 31, 2019 | $ (80,030) | 14,028 | (94,061) | $ 3 | ||
Balance (in Shares) at Dec. 31, 2019 | 3,521,477 | |||||
Proceeds from exercise of stock options (Shares) | 101,632 | 101,632 | ||||
Proceeds from exercise of stock options (Value) | $ 226 | 226 | ||||
Stock-based compensation | 3,324 | 3,324 | ||||
Other comprehensive income | 1 | $ 1 | ||||
Net loss | (57,643) | (57,643) | ||||
Balance at Dec. 31, 2020 | (134,122) | 17,578 | (151,704) | 1 | $ 3 | |
Balance (in Shares) at Dec. 31, 2020 | 3,623,109 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 223,442 | |||||
Temporary Equity, Shares Outstanding | 28,207,674 | |||||
Balance at Mar. 31, 2020 | (91,279) | 14,521 | (105,803) | $ 3 | ||
Balance (in Shares) at Mar. 31, 2020 | 3,521,477 | |||||
Stock-based compensation | 361 | 361 | ||||
Net loss | (9,683) | (9,683) | ||||
Balance at Jun. 30, 2020 | $ (100,601) | 14,882 | (115,486) | $ 3 | ||
Balance (in Shares) at Jun. 30, 2020 | 3,521,477 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 223,442 | |||||
Temporary Equity, Shares Outstanding | 28,207,674 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 223,442 | |||||
Temporary Equity, Shares Outstanding | 28,207,674 | 28,207,674 | ||||
Balance at Dec. 31, 2020 | $ (134,122) | 17,578 | (151,704) | 1 | $ 3 | |
Balance (in Shares) at Dec. 31, 2020 | 3,623,109 | |||||
Proceeds from exercise of stock options (Shares) | 229,281 | |||||
Proceeds from exercise of stock options (Value) | 278 | 278 | ||||
Stock-based compensation | 1,165 | 1,165 | ||||
Other comprehensive income | (6) | (6) | ||||
Net loss | (44,683) | (44,683) | ||||
Balance at Mar. 31, 2021 | (177,368) | 19,021 | (196,387) | (5) | $ 3 | |
Balance (in Shares) at Mar. 31, 2021 | 3,852,390 | |||||
Balance at Dec. 31, 2020 | $ (134,122) | 17,578 | (151,704) | 1 | $ 3 | |
Balance (in Shares) at Dec. 31, 2020 | 3,623,109 | |||||
Proceeds from exercise of stock options (Shares) | 272,364 | |||||
Net loss | $ (76,437) | |||||
Balance at Jun. 30, 2021 | (198,906) | 29,237 | (228,141) | (5) | $ 3 | |
Balance (in Shares) at Jun. 30, 2021 | 3,895,473 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 223,442 | |||||
Temporary Equity, Shares Outstanding | 28,207,674 | |||||
Balance at Mar. 31, 2021 | (177,368) | 19,021 | (196,387) | (5) | $ 3 | |
Balance (in Shares) at Mar. 31, 2021 | 3,852,390 | |||||
Proceeds from exercise of stock options (Shares) | 43,083 | |||||
Proceeds from exercise of stock options (Value) | 217 | 217 | ||||
Reclassification of restricted stock to equity | 8,836 | 8,836 | ||||
Stock-based compensation | 1,163 | 1,163 | ||||
Net loss | (31,754) | (31,754) | ||||
Balance at Jun. 30, 2021 | $ (198,906) | $ 29,237 | $ (228,141) | $ (5) | $ 3 | |
Balance (in Shares) at Jun. 30, 2021 | 3,895,473 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 223,442 | |||||
Temporary Equity, Shares Outstanding | 28,207,674 | 28,207,674 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (76,437) | $ (21,425) | $ (57,643) | $ (49,511) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 1,217 | 158 | 1,006 | 312 |
Loss on disposal of fixed assets | 15 | |||
Gain on change in fair value of warrants | (3,921) | (3,922) | (141) | |
Gain on foreign currency transactions | 37 | 5 | ||
Stock-based compensation | 29,488 | 1,259 | 6,021 | 12,034 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 14,083 | (2,914) | (16,187) | (264) |
Inventories | (1,961) | (444) | (355) | (245) |
Deferred fulfillment costs | (9,912) | 17,693 | 17,505 | (2,992) |
Prepaid expenses and other assets | (3,729) | (215) | 8 | (335) |
Accounts payable | 3,621 | (235) | 442 | (1,713) |
Accrued expenses | 2,866 | (538) | 3,425 | 4,002 |
Contract liabilities | 1,434 | (25,195) | (8,306) | 9,921 |
Other liabilities | (62) | 261 | 2,027 | 111 |
Net cash used in operating activities | (39,340) | (35,516) | (55,974) | (28,821) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Capital expenditures | (2,139) | (2,114) | (8,718) | (1,818) |
Net cash used in investing activities | (2,139) | (2,114) | (8,718) | (1,818) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from exercise of stock options | 495 | 32 | 226 | 715 |
Proceeds from the issuance of Series B-2 Preferred Stock, net of issuance costs | 162,811 | |||
Proceeds from the issuance of Series B-3 Warrants, net of issuance costs | 4,063 | |||
Net cash provided by financing activities | 495 | 32 | 226 | 167,589 |
Effect of exchange rate on cash | (43) | (4) | ||
Net (decrease) increase in cash, cash equivalents, and restricted cash | (41,027) | (37,598) | (64,470) | 136,950 |
Cash, cash equivalents, and restricted cash at beginning of period | 94,978 | 159,448 | 159,448 | 22,498 |
Cash, cash equivalents, and restricted cash at end of period | 53,951 | 121,850 | $ 94,978 | $ 159,448 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||
Purchase of property and equipment included in accounts payable and accrued expenses | 156 | $ 1,127 | ||
Deferred transaction costs not yet paid included in accrued expenses | $ 1,656 |
Nature of The Business And Basi
Nature of The Business And Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [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 a development stage Intelligent Enterprise Robotics (“IER”) company incorporated in 2013. The Company is based in Bedford, MA and has approximately 350 employees. Berkshire Grey is a robotics and artificial intelligence company delivering automation solutions to global retail, e-commerce, On July, 21, 2021 the Company consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated February 23, 2021, by and among the Company, Revolution Acceleration Acquisition Corp. (“RAAC”), and Pickup Merger Corp, a Delaware corporation and a direct, wholly owned subsidiary of RAAC (“Merger Sub”). Pursuant to the Merger Agreement, 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.”. Refer to Note 1 “ Merger Agreement” Subsequent Events” Basis of Presentation The unaudited condensed S-4 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 Merger Agreement On February 23, 2021, the Company entered into the Merger Agreement, by and among the Company, RAAC, and Merger Sub, which provides for, among other things, the merger of Merger Sub with and into the Company, with the Company being the surviving corporation of the merger and a direct, wholly owned subsidiary of RAAC as a consequence of the merger (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “RAAC Business Combination”). The Merger Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of the Company on February 23, 2021 and by the board of directors of RAAC. Subject to the terms and conditions of the Merger Agreement, the consideration to be paid in respect of each share of common stock, par value $0.001 per share, of the Company (“Berkshire Grey Common Stock”) issued and outstanding (other than (i) any such shares held in the treasury of the Company and (ii) any shares held by stockholders of the Company who have perfected and not withdrawn a demand for appraisal rights) immediately prior to the effective time of the Merger will be a number of shares of newly issued Class A common stock of RAAC (with each share valued at $10.00), par value $0.0001 per share (“Class A Stock”), equal to (x) $2,250,000,000 divided by (y) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement). Immediately prior to the closing of the RAAC Business Combination (the “Closing”), all of the outstanding shares of each series of preferred stock, par value $0.001 per share, of the Company (“Berkshire Grey Preferred Stock”) will be converted into shares of Berkshire Grey Common Stock. At the Closing, each outstanding option to acquire Berkshire Grey Common Stock and each award of restricted Berkshire Grey Common Stock will be converted into the right to receive an option relating to shares of RAAC Class A Stock and an award of restricted shares of RAAC Class A Stock, as applicable, upon substantially the same terms and conditions, including with respect to vesting and termination-related provisions, as existed prior to the Closing, except that the number of shares underlying such option and the exercise price and the number of shares subject to restricted stock awards, in each case, shall be determined as set forth in the Merger Agreement. Each Company, RAAC and Merger Sub, have made representations, warranties and covenants that are customary for a transaction of this nature. The representations and warranties contained in the Merger Agreement terminate and are of no further force or effect as of the Closing. The Merger Agreement contains additional covenants of the parties, including, among others, covenants providing for (a) the parties to conduct their respective businesses in the ordinary course through the Closing, subject to certain exceptions, (b) the Company and RAAC to cease discussions regarding alternative transactions, (c) RAAC to prepare with the Company’s cooperation and to file with the SEC a registration statement on Form S-4 In connection with the Closing, RAAC will amend and restate its second amended and restated certificate of incorporation and its bylaws such that RAAC will (i) change its name to “Berkshire Grey, Inc.” and (ii) have a board of directors initially consisting of up to thirteen (13) directors, with one director nominee designated by RAAC and up to twelve (12) director nominees to be mutually agreed by RAAC and the Company. The consummation of the transactions contemplated by the Merger Agreement is subject to customary closing conditions for special purpose acquisition companies, including, among others: (a) approval of the Berkshire Grey Business Combination by the company’s stockholders and RAAC’s stockholders, (b) the Registration Statement being deemed effective (c) RAAC having at least $5,000,001 of net tangible assets, (d) the expiration or termination of the waiting period under the HSR Act, (e) the approval for listing on The Nasdaq Stock Market LLC of the shares of RAAC Class A Stock to be issued in connection with the Merger, and (f) as a condition to the Company’s obligations to consummate the Berkshire Grey Business Combination, the RAAC having at least $200,000,000 in available cash, after taking into account payments required to satisfy RAAC’s stockholder redemptions and the net proceeds from the PIPE Investment (as defined below). The Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including (a) by mutual written consent of the parties, (b) by either the Company or RAAC if a final and non-appealable Subscription Agreements Concurrently with the execution of the Merger Agreement, RAAC entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have committed to purchase an aggregate amount of $165,000,000 in shares of Class A Stock at a purchase price of $10.00 per share, substantially concurrent with, and contingent upon, the Closing (the “PIPE Investment”). The Subscription Agreements for the PIPE Investors provide for certain registration rights. In particular, RAAC is required to, within 30 calendar days following the Closing, file with the SEC a registration statement registering the resale of the securities issued pursuant to the Subscription Agreements. Additionally, RAAC is required to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following the filing date thereof and (ii) the 10th business day after the date RAAC is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. Each Subscription Agreement will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in the Subscription Agreements are not satisfied on or prior to the closing of the PIPE Investment and, as a result thereof, the transactions contemplated by such Subscription Agreement fail to occur; and (d) if the consummation of the Berkshire Grey Business Combination has not occurred by the Outside Date. Liquidity The Company incurred net losses and negative cash flows from operations for the six months ended June 30, 2021, and historically relied upon financing activities to fund operations. As described in Note 8, as of June 30, 2021 the Company raised approximately $227.3 million, net of issuance costs, from the issuance of preferred stock and warrants. Management believes the capital raised, in combination with the transaction proceeds discussed in Note 14, will be sufficient to fund its current operations, projected working capital requirements, and capital spending for a period beyond the next 12 months. | 1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION Nature of Business Berkshire Grey is a development stage robotics company incorporated in Delaware in 2013. The Company is based in Bedford, MA and has approximately 275 employees. Berkshire Grey is a robotics and artificial intelligence company delivering automation solutions to global retail, e-commerce, Basis of Presentation The consolidated financial statements reflect the financial position, results of operations, and cash flows of Berkshire Grey, Inc. (“Berkshire Grey” or the “Company”). The accompanying consolidated financial statements include those of Berkshire Grey and its subsidiaries, after elimination of all intercompany balances and transactions. The Company prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 The Company incurred net losses and negative cash flows from operations for the years ended December 31, 2020 and 2019 and historically relied upon financing activities to fund operations. As described in Note 8, as of December 31, 2020 the Company raised approximately $227.3 million, net of issuance costs, from the issuance of preferred stock and warrants, which management believes will be sufficient to fund its current operations, projected working capital requirements, and capital spending for a period beyond the next 12 months. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition (including performance obligations, variable consideration and other obligations such as product returns); realizability of deferred fulfillment costs, inventory, and warranty; 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 June 30, June 30, 2021 2020 (in thousands) Cash $ 1,334 $ 2,578 Money Market funds in Cash and Cash Equivalents 51,496 118,151 Restricted cash 1,121 1,121 Cash, cash equivalents, and restricted cash $ 53,951 $ 121,850 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 June 30, 2021 and December 31, 2020, five and three customers accounted for 100% of the Company’s accounts receivable balance, respectively. For the three and six months ended June 30, 2021, the Company generated 100% of revenues from five significant customers. For the three and six months ended June 30, 2020, the Company generated approximately 100% of revenues from two and three significant customers, respectively. The Company believes that credit risks associated with these contracts are not significant due to the customers’ financial strength. The Company places cash and cash equivalents with high-quality financial institutions. The Company is exposed to credit risk in the event of default by these institutions to the extent the amount recorded on the consolidated balance sheets exceeds federally insured limits. Deferred Transaction Costs and Transaction Costs Payable As part of the transaction with RAAC, the Company has accrued direct and incremental transaction costs related to the merger which will be deducted from the combined entity’s additional paid-in As of June 30, 2021, the Company had recorded $1.8 million of transaction costs payable to advisers, which is reported as a non-current Net Loss Per Common Share Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares 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 convertible Preferred Stock using the if-converted For the six months ended June 30, 2021 and 2020, restricted stock awards and stock options representing approximately 5.7 million and 4.1 million shares of common stock, respectively, and convertible preferred shares representing approximately 28.2 million shares of common stock 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. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). 2018-10, Codification Improvements to Topic 842, Leases 2018-11, Leases (Topic 842): Targeted Improvements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes — Simplifying the Accounting for Income Taxes Initial Adoption of New Accounting Policies In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement | 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition (including performance obligations, variable consideration and other obligations such as product returns); realizability of deferred fulfillment costs, inventory, and warranty; 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 90 days 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 noncurrent asset as of December 31, 2020 and 2019. A reconciliation of the amounts of cash, cash equivalents, and restricted cash from the consolidated cash flow statements to the consolidated balance sheets is as follows: December 31, 2020 2019 (in thousands) Cash $ 999 $ 157 Money Market funds in Cash and Cash Equivalents 92,858 159,141 Restricted cash 1,121 150 Cash, cash equivalents, and restricted cash $ 94,978 $ 159,448 Revenue Recognition In accordance with ASC Topic 606, the Company recognizes revenue when the following criteria are met: • Contract with the customer is identified; • Performance obligations in the contract is identified; • Transaction price is determined; • Transaction price is allocated to the performance obligations; and • When performance obligations are satisfied (see Note 6 for additional information). Fair Value Measurements The Company’s fair value measurements are estimated pursuant to a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, giving highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability, and may affect the valuation of the assets and liabilities and their placement within the hierarchy level. The three levels of inputs that may be used to measure fair value are defined as: Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets. Level 2 — Observable inputs other than Level 1 that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities inactive markets, or other observable inputs that can be corroborated by observable market data. Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The Company uses the assistance of third-party valuation specialists in determining the fair value of its common stock, warrants, and restricted stock. Valuation reports are evaluated through a management review process. While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Refer to Note 10 for different methodologies used. 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. At December 31, 2020 and 2019, three customers and one customer accounted for 100% of the Company’s accounts receivable balance, respectively. For the year ended December 31, 2020, the Company generated approximately 70% and 28% of revenues from two significant customers. For the year ended December 31, 2019, the Company generated approximately 39% and 60% of revenues from two significant 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 consolidated balance sheets exceeds federally insured limits. Accounts Receivable The Company evaluates the collectability of outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables amounted to approximately $16.8 million and $0.6 million as of December 31, 2020 and 2019, respectively. The Company believes that credit risks associated with these contracts are not significant. To date, the Company has not experienced any losses associated with accounts receivable and does not maintain an allowance for doubtful accounts. Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined by use of the average cost method. The Company maintains an inventory reserve for the estimated amount of excess or obsolete inventory. Contract Assets and Contract Liabilities Contract assets represent the sale of goods or services to a customer before the Company has the right to obtain consideration from the customer. Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional. Contract liabilities represent an obligation to transfer goods or services to a customer for which the Company received advanced consideration. Contract liabilities will be recognized as revenue when the contracted deliverables are provided to our customers. See Note 6 for additional information. Deferred Fulfillment Costs The Company incurs costs to fulfill obligations under a contract once it is obtained, but before transferring goods or services to the customer. The Company capitalizes deferred fulfillment costs if they are directly related to a specific customer contract, generate or enhance assets used to satisfy the customer contract performance obligations in the future, and are recoverable. The Company’s deferred fulfillment costs include direct labor related to manufacturing, installation, software services, and direct materials. Property and Equipment Property and equipment, including significant betterments to existing facilities, are recorded at cost, less accumulated depreciation. Upon retirement or disposal, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. The Company reviews property and equipment for impairment upon a triggering event. If a review indicates that an impairment occurred, the Company writes down the carrying value of the assets to their fair value. Fair value is determined based on comparable market values, when available, or discounted cash flows. The Company concluded there were no triggering events for the years ended December 31, 2020 and 2019. Depreciation and Amortization Depreciation is recorded using the straight-line method over the shorter of the useful life or lease term, when applicable. The Company generally uses estimated useful lives of three years for machinery, furniture, equipment, and software. For leasehold improvements the Company records depreciation over the remaining lease term. Deferred Rent and Rental Expense Minimum rent expense is recorded using the straight-line method over the related lease term. The differences between payments required and rental expense are reflected as current and non-current Stock-Based Compensation Expense The Company issues stock-based awards to employees and nonemployees, generally in the form of stock options. Stock-based awards are accounted for in accordance with ASC Topic 718, Compensation — Stock Compensation The Company issued restricted stock to an executive officer which was purchased with proceeds from a partial recourse promissory note. As the underlying restricted stock was not allocated to the recourse and non-recourse non-recourse The Company classifies stock-based compensation expense in its consolidated statements of operations in the same way the payroll costs or service payments are classified for the related stock-based award recipient. Our stock-based awards are subject to service or performance-based vesting conditions. Compensation expense related to awards with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Compensation expense related to awards with pre-established The fair value of stock-based awards are estimated using the Black-Scholes option pricing model or a lattice model, which requires the input of highly subjective assumptions, including (i) the expected volatility of our stock, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of a public market for the trading of our common stock and a lack of company-specific historical and implied volatility data, estimates of expected volatility are based on the historical volatility of a group of similar companies that are publicly traded. Expected life of our stock options are estimated using the “simplified” method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option were based on the U.S. Treasury yield curve in effect during the period the options were granted. Research and Development Costs incurred in the research and development of the Company’s products are expensed as incurred. Warranty The Company accrues an estimate warranty expense based on expected warranty claims and costs to be incurred. Product warranty reserves are recorded in accrued expenses. Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2020 and 2019, the Company did not have any significant uncertain tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. See Note 11 for additional information. Net Loss Per Common Share The Company computes net loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations. Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. The Company has two classes of stock: (1) Common Stock and (2) Convertible Preferred Stock (“Preferred Stock”). For purposes of calculating loss per share, a company that has participating security holders (for example, the Company’s preferred stockholders) is required to utilize the two-class two-class two-class The Preferred Stock has been determined to be noncumulative and as such, net loss available to common shareholders is reduced by the amount of Preferred Stock dividends declared during the period. During the years ended December 31, 2020 and 2019, no dividends have been declared by the Company. Preferred Stock outstanding as of December 31, 2020 and 2019 has been excluded from the calculation of basic net loss per common share since such shares only participate in their pro rata share of earnings. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible Preferred Stock using the if-converted For the years ended December 31, 2020 and 2019, restricted stock awards and stock options representing approximately 6.0 million and 4.1 million shares of common stock, respectively, and convertible preferred shares representing approximately 28.2 million and 21.3 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 years. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). right-of-use ASU 2019-01, Leases (Topic 842): Codification Improvements related per-share amounts, 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) — Effective Dates for Certain Entities 2016-02 In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes — Simplifying the Accounting for Income Taxes Initial Adoption of New Accounting Policies In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07, 505-50 mark-to-market) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement |
Inventories
Inventories | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventories | 3. INVENTORIES, net Inventories consist of the following: June 30, December 31, 2021 2020 (in thousands) Work in progress $ 13 $ 3 Finished goods 2,706 755 Inventory, net $ 2,719 $ 758 | 3. INVENTORIES Inventories consists of work in process and finished goods of approximately $0.8 million and $0.4 million as of December 31, 2020 and 2019, respectively. |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following: June 30, December 31, 2021 2020 (in thousands) Leasehold improvements $ 6,224 $ 5,907 Machinery and equipment 10 15 Furniture and fixtures 784 714 Research and development equipment 4,679 2,794 Computer hardware and software 1,513 1,219 Construction in progress 93 437 Subtotal 13,303 11,086 Less: Accumulated depreciation 2,837 1,683 Property and equipment, net $ 10,466 $ 9,403 Depreciation expense for the three and six months ended June 30, 2021 was approximately $0.7 million and $1.2 million, respectively. Depreciation expense for the three and six months ended June 30, 2020 was approximately $0.8 million and $1.0 million, respectively. | 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2020 2019 (in thousands) Leasehold improvements $ 5,907 $ 333 Machinery and equipment 15 10 Furniture and fixtures 714 158 Research and development equipment 2,794 1,030 Computer hardware and software 1,219 365 Construction in progress 437 472 Subtotal 11,086 2,368 Less: Accumulated depreciation 1,683 677 Property and equipment, net $ 9,403 $ 1,691 Depreciation expense for the years ended December 31, 2020 and 2019 was approximately $1.0 million and $0.3 million, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | 5. ACCRUED EXPENSES Accrued expenses consist of the following: June 30, December 31, 2021 2020 (in thousands) Accrued compensation $ 3,871 $ 5,424 Accrued sales taxes payable 185 879 Accrued professional services 2,045 754 Accrued materials 4,077 401 Accrued other 2,049 272 Accrued warranty 112 41 Accrued expenses $ 12,339 $ 7,771 Accrued Warranty The Company provides a limited warranty ranging from one Changes in our product warranty consist of the following: June 30, December 31, 2021 2020 (in thousands) Beginning balance $ 41 $ 317 Accrual (reversal) for warranty expense 107 (136 ) Warranty costs incurred during period (36 ) (140 ) Ending balance $ 112 $ 41 | 5. ACCRUED EXPENSES Accrued expenses consist of the following: December 31, 2020 2019 (in thousands) Accrued compensation $ 5,424 $ 3,056 Accrued sales taxes payable 879 142 Accrued professional services 754 — Accrued materials 401 290 Accrued other 272 541 Accrued warranty 41 317 $ 7,771 $ 4,346 Accrued Compensation Accrued compensation included estimated year-end Accrued Warranty The Company provides a limited warranty ranging from one Changes in our product warranty consist of the following: December 31, 2020 2019 (in thousands) Beginning balance $ 317 $ — Accrual (reversal) for warranty expense (136 ) 449 Warranty costs incurred during period (140 ) (132 ) Ending balance $ 41 $ 317 |
Revenue
Revenue | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | 6. REVENUE The Company primarily derives its revenue from selling robotic fulfillment and material handling systems, which consist of a network of automated machinery installed at the customer location and configured to meet specified performance requirements, such as accuracy, throughput and up-time. The Company’s contracts typically have multiple performance obligations that may include system delivery, installation, testing, and training. Judgment is required to determine whether performance obligations specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. The Company also provides assurance-based warranties that are not considered a distinct performance obligation. The Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses a cost-plus margin approach to determine the stand-alone selling price for separate performance obligations. Each customer contract is evaluated individually to determine the appropriate pattern of revenue recognition. Contracts that are recognized over time meet the criteria that the Company is creating or enhancing an asset that the customer controls. The system is delivered to the customer and control is transferred, after which point the Company performs installation and implementation services to fully integrate the system at the customer’s location. As such, revenue recognition begins upon delivery, continues throughout the installation and implementation period, and concludes upon customer acceptance. Revenue from customer contracts is generally expected to be recognized over a period of three to six months. There historically have been, and potentially will be in the future, customer contracts that contain obligations and timelines that result in revenue being recognized over extended periods, which may include periods greater than 12 months. The Company typically uses total estimated labor hours as the input to measure progress as labor hours represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Installation and training services are evaluated together with the delivery of robotic fulfillment or material handling systems as a singular performance obligation. The Company determined that the revenue of one of its robotic fulfillment system contracts should be recognized at a point in time as the contract did not meet any of the three criteria to recognize revenue over time as defined in ASC 606-10-25-27 Other performance obligations recognized at a point in time include the sale and delivery of spare parts and pilot agreements. Pilot agreements are typically short-term contracts designed to demonstrate the Company’s technology and ability to serve the customer. Due to the exploratory nature of pilot agreements, revenue is recognized at a point in time once the evaluation activities are complete. Other performance obligations recognized over time include, but are not limited to, maintenance, extended support, and research services, which are recognized ratably on a straight-line-basis as the Company assumes an even distribution of performance over the service period. Shipping and handling activities that occur after control of a product has transferred to the customer are accounted for as fulfillment activities rather than performance obligations, as allowed under a practical expedient provided by ASC 606. Shipping and handling fees charged to customers are recognized as revenue and the related costs are included in cost of revenue at the point in time when ownership of the product is transferred to the customer. The following table disaggregates revenue by timing of transfer of goods or services: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) (in thousands) Transferred over time $ 4,275 $ 2,535 $ 8,211 $ 6,465 Transferred at a point in time 228 217 257 22,563 Total revenue $ 4,503 $ 2,752 $ 8,468 $ 29,028 Payment terms offered to customers are defined in contracts and do not include a significant financing component. Payment milestones typically exist throughout the course of a contract and generally occur upon signing of an agreement, delivery of a system, start and completion of installation and testing, and upon acceptance of the system. The nature of the Company’s contracts may give rise to variable consideration, typically related to fees charged for shipping and handling. The Company generally estimates such variable consideration at the most likely amount. In addition, the Company includes the estimated variable consideration in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the related uncertainty is resolved. These estimates are based on historical experience and the Company’s best judgment at the time. Because of the certainty in estimating these amounts, they are included in the transaction price of the Company’s contracts and the associated remaining performance obligations. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Contracts may be modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effects of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, are recognized as an adjustment to revenue on a cumulative catch-up Deferred Fulfillment Costs and Contract Balances As of June 30, 2021 and December 31, 2020, the Company incurred $13.4 million and $3.5 million of net deferred fulfillment costs, respectively. Changes in the contract liability balance during the six months ended June 30, 2021 were due to the Company receiving additional advanced cash payments from customer contracts and the Company recognizing revenue as performance obligations were met. The following table summarizes changes in contract liabilities during the six months ended June 30, 2021: Contract Liabilities (in thousands) Contract liabilities at December 31, 2020 $ 22,331 Additions to contract liabilities during the period 9,728 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period (7,084 ) Amounts added to contract liabilities during the period (1,210 ) Contract liabilities at June 30, 2021 $ 23,765 There were no significant contract asset balances for all periods presented. | 6. REVENUE The Company primarily derives its revenue from selling robotic fulfillment and material handling systems, which consist of a network of automated machinery installed at the customer location and configured to meet specified performance requirements such as accuracy, throughput and up-time. The Company’s contracts typically have multiple performance obligations that may include system delivery, installation, testing, and training. Judgment is required to determine whether performance obligations specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. The Company also provides assurance-based warranties that are not considered a distinct performance obligation. The Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses a cost-plus margin approach to determine the stand-alone selling price for separate performance obligations. Each customer contract is evaluated individually to determine the appropriate pattern of revenue recognition. Contracts that are recognized over time meet the criteria that the Company is creating or enhancing an asset that the customer controls. The system is delivered to the customer and control is transferred, after which point the Company performs installation and implementation services to fully integrate the system at the customer’s location. As such, revenue recognition begins upon delivery, continues throughout the installation and implementation period, and concludes upon customer acceptance. Revenue from customer contracts is generally expected to be recognized over a period of three to six months. There historically have been, and potentially will be in the future, customer contracts that contain obligations and timelines that result in revenue being recognized over extended periods, which may include periods greater than 12 months. The Company typically uses total estimated labor hours as the input to measure progress as labor hours represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Installation and training services are evaluated together with the delivery of robotic fulfillment or material handling systems as a singular performance obligation. The Company determined that the revenue of one of its robotic fulfillment system contracts should be recognized at a point in time as the contract did not meet any of the three criteria to recognize revenue over time as defined in ASC 606-10-25 Other performance obligations recognized at a point in time include the sale and delivery of spare parts and pilot agreements. Pilot agreements are typically short-term contracts designed to demonstrate the Company’s technology and ability to serve the customer. Due to the exploratory nature of pilot agreements, revenue is recognized at a point in time once the evaluation activities are complete. Other performance obligations recognized over time include, but are not limited to, maintenance, extended support, and research services, which are recognized ratably on a straight-line-basis as the Company assumes an even distribution of performance over the service period. Shipping and handling activities that occur after control of a product has transferred to the customer are accounted for as fulfillment activities rather than performance obligations, as allowed under a practical expedient provided by ASC 606. Shipping and handling fees charged to customers are recognized as revenue and the related costs are included in cost of revenue at the point in time when ownership of the product is transferred to the customer. The following table disaggregates revenue by timing of transfer of goods or services: Years Ended December 31, 2020 2019 (in thousands) Transferred over time $ 10,045 $ 7,872 Transferred at a point in time 24,790 100 Total Revenue $ 34,835 $ 7,972 Payment terms offered to customers are defined in contracts and do not include a significant financing component. Payment milestones typically exist throughout the course of a contract and generally occur upon signing of an agreement, delivery of a system, start and completion of installation and testing, and upon acceptance of the system. The nature of the Company’s contracts may give rise to variable consideration, typically related to fees charged for shipping and handling. The Company generally estimates such variable consideration at the most likely amount. In addition, the Company includes the estimated variable consideration in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the related uncertainty is resolved. These estimates are based on historical experience and the Company’s best judgment at the time. Because of the certainty in estimating these amounts, they are included in the transaction price of the Company’s contracts and the associated remaining performance obligations. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Contracts may be modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effects of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, are recognized as an adjustment to revenue on a cumulative catch-up Deferred Fulfillment Costs and Contract Balances As of December 31, 2020 and 2019, the Company incurred $3.5 million and $21.0 million of net deferred fulfillment costs, respectively. Contract liabilities in aggregate were $22.3 million and $30.6 million as of December 31, 2020 and 2019, respectively. Changes in the contract liability balance during the years ended December 31, 2020 and 2019 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 years ended December 31, 2020 and 2019: Contract Liabilities (in thousands) Contract liabilities at December 31, 2018 $ 20,716 Additions to contract liabilities during the period 17,790 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period (2,111 ) Amounts added to contract liabilities during the period (5,758 ) Contract liabilities at December 31, 2019 30,637 Additions to contract liabilities during the period 26,398 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period (29,743 ) Amounts added to contract liabilities during the period (4,961 ) Contract liabilities at December 31, 2020 $ 22,331 There were no significant contract asset balances for all periods presented. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 7. RELATED PARTY TRANSACTIONS In June 2019, the Company entered into two customer contracts with an affiliate of one of its primary investors. Related to these contracts, as of June 30, 2021 and December 31, 2020, the Company recorded $0.5 million and $1.4 million in net deferred fulfillment costs, respectively, and $1.4 million and $4.6 million in contract liabilities, respectively. For the three and six months ended June 30, 2021, the Company recognized approximately $1.5 million and $3.1 million in revenue and approximately $0.4 million and $1.2 million in cost of revenue related to these customer contracts, respectively. For the three and six months ended June 30, 2020, the Company recognized approximately $2.4 million and $6.2 million in revenue and approximately $1.1 million and $2.7 million in cost of revenue related to these customer contracts, respectively. In October 2019, the Company issued a Partial Recourse Secured Promissory Note (the “Promissory Note”) to an executive officer for approximately $9.9 million with an interest rate of 1.86% per annum compounded a non-recourse; On February 23, 2021 the Company entered into a Stock Repurchase Agreement with the executive officer. In the Stock Repurchase Agreement, the Company’s Board of Directors authorized the repurchase of a sufficient number of vested shares of common stock from the executive officer, at a per share price equal to the per share price as defined in the Merger Agreement. The sale and repurchase will repay in full all of the outstanding principal and accrued interest under the Promissory Note and is contingent upon the completion of the business combination. Refer to Note 14 “Subsequent Events” for further details. | 7. RELATED PARTY TRANSACTIONS In June 2019, the Company entered into two customer contracts with an affiliate of one of its primary investors. Related to these contracts, as of December 31, 2020 and 2019, the Company recorded $1.4 million and $(0.6 million) in net deferred fulfillment costs, respectively, and $4.6 million and $7.4 million in contract liabilities, respectively. For the years ended December 31, 2020 and 2019, the Company recognized approximately $9.8 million and $4.8 million in revenue and approximately $4.3 million and $2.1 million in cost of revenue related to these customer contracts, respectively. In October 2019, the Company issued a Partial Recourse Secured Promissory Note (the “Promissory Note”) to an executive officer for approximately $9.9 million with an interest rate of 1.86% per annum compounded annually. Under the terms of the Promissory Note, the officer non-recourse; |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | ||
Convertible Preferred Stock and Stockholders' Equity | 8. CONVERTIBLE PREFERRED STOCK Preferred Stock The Company has cumulatively raised $227.3 million, net of issuance costs, in venture financing through the sale and issuance of Preferred Stock and warrants as of June 30, 2021 and December 31, 2020. The following table summarizes details of Convertible Preferred Stock authorized, issued and outstanding, and liquidation preference: June 30, 2021 and December 31, 2020 Convertible preferred stock Authorized shares Shares issued and outstanding Liquidation preference Series A 2,212,389 2,212,389 $ 500 Series A-1 2,403,846 2,403,846 2,500 Series A-2 4,118,126 4,118,126 11,098 Series A-3 785,056 785,056 1,058 Series A-4 710,321 710,321 1,531 Series B 5,385,474 5,385,474 24,100 Series B-1 2,804,302 2,804,302 24,110 Series B-2 11,732,302 9,788,160 174,550 Series B-3 1,903,647 — — 32,055,463 28,207,674 $ 239,447 Warrants In connection with the Series B-2 B-3 On February 23, 2021 in conjunction with the Merger Agreement, the Company entered into a Warrant Termination Agreement with the Warrant holder. Pursuant to the terms of the Merger Agreement, the Warrant is to be surrendered, terminated and cancelled immediately prior to, and contingent upon, the completion of the business combination. Refer to Note 14 “Subsequent Events” for further details. | 8. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock Series B-2 In 2019 the Company issued and sold a total of 9,788,160 shares of Series B-2 On June 28, 2019, the Company issued and sold 2,312,489 shares of the Company’s Series B-2 B-2 B-2 B-2 Of the $174.6 million in proceeds raised, approximately $4.1 million was allocated to warrants that were issued in connection with the Series B-2 The Company has cumulatively raised $227.3 million, net venture December 31, 2020 and 2019 Convertible preferred stock Authorized shares Shares issued and outstanding Liquidation preference (in thousands) Series A 2,212,389 2,212,389 $ 500 Series A-1 2,403,846 2,403,846 2,500 Series A-2 4,118,126 4,118,126 11,098 Series A-3 785,056 785,056 1,058 Series A-4 710,321 710,321 1,531 Series B 5,385,474 5,385,474 24,100 Series B-1 2,804,302 2,804,302 24,110 Series B-2 11,732,302 9,788,160 174,550 Series B-3 1,903,647 — — 32,055,463 28,207,674 $ 239,447 Conversion Rights Each share of Preferred Stock is convertible at the option of the holder into fully paid shares of common stock as is determined by dividing the original issue price by the applicable conversion price in effect at the time of conversion. The initial conversion price shall be equal to the original issue price. As of December 31, 2020 and 2019, each share of Preferred Stock is effectively convertible into one share of common stock. Voting Rights Each holder of outstanding shares of Preferred Stock is entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Preferred Stock are convertible as of the record date of the voting matter. Dividend Rights The Company shall not declare, pay, or set aside any dividends on shares of any other class of capital stock unless the holders of the Preferred Stock then outstanding first receive for such year a dividend in the amount equal to 8% of the applicable Original Issue Price of each outstanding share of Preferred Stock. Such dividends are not cumulative. After payment of the preferred dividends, any remaining dividends shall be distributed on a pro rata basis with the common stock determined on an as-converted Liquidation Preference Upon a Liquidation Event (as defined in the Company’s Amended and Restated Certificate of Incorporation), no other class or series of capital stock can receive any payment unless the holders of Preferred Stock have first received a payment in an amount equal to the greater of i) the applicable original issue price, plus any dividends declared but unpaid thereon, or ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into common stock (“Preferred Liquidation Amount”). Redemption Feature Upon a Liquidation Event (as defined in the Company’s Amended and Restated Certificate of Incorporation), if the Company does not effect a dissolution within 90 days, then the holder shall, in addition to any other right it may have, have the right, at its option, to require the Company to either redeem the outstanding shares of Preferred Stock at a price equal to their respective Preferred Liquidation Amount in cash or in certain circumstance in shares of common stock at the redemption prices set forth in the Certificate of Designation. As the Preferred Stock is contingently redeemable, the Preferred Stock is presented as “Mezzanine Equity” in the Company’s consolidated balance sheets and consolidated statements of mezzanine equity and stockholders’ deficit. Warrants In connection with the Series B-2 B-3 B-2 Warrants, which are presented as a noncurrent liability on the consolidated balance sheets. The Company incurred approximately $0.2 million of issuance costs in connection with the Warrants. See Note 10 for additional information regarding the valuation of the Warrants and Note 14 for information regarding anticipated termination of the Warrants. Duration The Warrants expire on the earlier of the occurrence of a Liquidation Event (as defined in the Company’s Amended and Restated Certificate of Incorporation) or July 5, 2029. Vesting The Warrants vest in tranches, which are dependent on the Company achieving certain performance conditions. Exercisability The Warrants, upon vesting, are exercisable at any point until the expiration date. The Warrants are exercised by delivery of an executed form of subscription for the portion of the Warrants to be exercised, along with payment of the exercise price, either in immediately available funds or by means of a cashless exercise. Adjustment The stock purchase price and the number of shares purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the occurrence of certain events, such as stock splits or combinations, or reclassifications of Series B-3 Reservation of Shares The terms of the Warrants require that all shares of Series B-3 B-3 Fractional Shares No fractional shares arising out of the above formula for determining the number of shares to be issued to the holder shall be issued, and the Company shall in lieu thereof make payment to the holder of cash in the amount of such fraction multiplied by the fair market value of one share of the Warrants shares on the date of exercise. Voting or Dividend Rights The holders of the Warrants are not entitled to vote, receive dividends, or to exercise any of the rights of stockholders of the Company until such Warrants have been exercised. Common Stock Common stockholders are entitled to one vote for each share held at all meetings of stockholders. The voting, dividend, and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers, and preferences of the holders of Preferred Stock. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 9 In 2013, the Company adopted the Berkshire Grey, Inc. 2013 Stock Option and Stock Purchase Plan (the “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 10,017,823 shares as of June 30, 2021 and December 31, 2020. Shares underlying any award that are forfeited, expired, or repurchased will again be available for grant and issuance in connection with future awards under this Plan. Stock-based compensation expense recognized for all stock-based awards is reported in the Company’s consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of sales $ 35 $ 28 $ 70 $ 56 General and administrative 430 (17 ) 856 494 Sales and marketing 4,549 65 27,961 233 Research and development 295 240 601 476 Total $ 5,309 $ 316 $ 29,488 $ 1,259 Stock Options The Company did not issue any grants during the six months ended June 30, 2021 and 2020. The following table summarizes stock option activity under the 2013 Plan for the six months ended June 30, 2021: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Outstanding at December 31, 2020 5,956,837 $ 4.70 8.0 Exercised 272,364 1.82 2.9 Cancelled 4,596 3.65 — Forfeited 59,055 3.59 — Outstanding at June 30, 2021 5,620,822 $ 4.85 7.8 Exercisable at June 30, 2021 2,342,488 $ 2.71 6.1 Vested or expected to vest at June 30, 2021 5,620,822 $ 4.85 7.8 As of June 30, 2021, 633,656 of the Options outstanding are subject to performance-based vesting criteria described above. The total intrinsic value of options exercised in the six months ended June 30, 2021 was approximately $15.5 million. non-vested Restricted Stock Sold Through Issuance of Promissory Note In conjunction with a Partial Recourse non-recourse non-recourse 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 (in-substance The underlying shares of Restricted Stock are not considered outstanding until the vesting conditions have been achieved and the Promissory Note has been paid. As of June 30, 2021, 248,307 shares of Restricted Stock have vested, and none were forfeited. The Company recognized approximately $4.2 million and $27.2 million in stock-based compensation expense related to the Restricted Stock during the three and six months ended June 30, 2021, respectively. The Company recognized approximately $(0.1) million and $0.4 million in stock-based compensation expense related to the Restricted Stock during the three and six months ended June 30, 2020, respectively. The expense is presented in the Company’s consolidated statements of operations as sales and marketing expense and general and administrative expense, respectively. As of June 30, 2021, there was approximately $30.5 million of total unrecognized compensation cost related to the Restricted Stock. | 9. STOCK-BASED COMPENSATION In 2013, the Company adopted the Berkshire Grey, Inc. 2013 Stock Option and Stock Purchase Plan (the “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 10,017,823 and 7,486,799 shares as of December 31, 2020 and 2019, respectively. Shares underlying any award that are forfeited, expired, or repurchased will again be available for grant and issuance in connection with future awards under this Plan. Stock-based compensation expense recognized for all stock-based awards is reported in the Company’s consolidated statements of operations as follows: Years Ended December 31, 2020 2019 (in thousands) Cost of sales $ 137 $ 475 General and administrative 3,245 5,518 Sales and marketing 1,583 897 Research and development 1,056 5,144 Total $ 6,021 $ 12,034 Stock Options The Company’s Board of Directors determines the exercise price for all stock options and the vesting schedule for all equity awards. The exercise price for a stock option awarded under the Plan shall not be less than 100% of the fair market value of the Company’s common stock on the date of grant. Options granted under the Plan are exercisable in full at any time subsequent to vesting, generally vest over four years, and expire ten years from the date of grant. Options with performance-based vesting criteria vest in one or more tranches contingent upon the achievement of pre-determined The Company estimates the fair value of each employee stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions regarding the fair value of the underlying common stock on each measurement date: Years Ended December 31, 2020 2019 Weighted average expected volatility 55.0 % 55.0 % Weighted average expected term (in years) 6.1 6.1 Weighted average risk-free interest rate 0.57 % 2.00 % Expected dividend yield 0 % 0 % The following table summarizes stock option activity under the 2013 Plan since December 31, 2018: Options Weighted-Average Weighted-Average Contractual Outstanding at December 31, 2018 3,513,759 $ 1.25 7.9 Granted 1,077,900 7.04 Exercised 942,297 0.76 Forfeited 140,148 3.07 Outstanding at December 31, 2019 3,509,214 $ 3.09 7.8 Granted 2,957,409 6.70 Exercised 101,632 2.22 Forfeited 412,654 5.99 Outstanding at December 31, 2020 5,952,337 $ 4.70 8.0 Exercisable at December 31, 2020 2,086,639 $ 1.91 5.6 Vested or expected to vest at December 31, 2020 5,952,337 $ 4.70 8.0 At December 31, 2020, 633,656 of the Options outstanding are subject to performance-based vesting criteria described above. During the year ended December 31, 2020, the Company granted stock options to purchase an aggregate of 2,957,409 shares of its common stock with a weighted-average grant date fair value of $6.10. The weighted-average grant date fair value per share excludes 500,044 shares related to grants that currently have no grant date as the performance objectives have not yet been defined. During the year ended December 31, 2019, the Company granted stock options to purchase an aggregate of 1,077,900 shares of its common stock with a weighted-average grant date fair value of $3.75. The total intrinsic value of options exercised in the years ended December 31, 2020 and 2019 was approximately $1.1 million and $7.1 million, respectively. The Company recognized approximately $3.3 million and $1.1 million in stock-based compensation expense related to stock options during the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, there was approximately $15.1 million and $4.8 million, respectively, of total unrecognized compensation cost related to non-vested Restricted Stock Sold Through Issuance of Promissory Note In conjunction with a Partial Recourse non-recourse non-recourse 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 (in-substance The underlying shares of Restricted Stock are not considered outstanding until the vesting conditions have been achieved and the Promissory Note has been paid. As of December 31, 2020, 173,815 shares of Restricted Stock have vested, and none were forfeited. The Company recognized approximately $2.7 million and $0.4 million in stock-based compensation expense related to the Restricted Stock during the years ended December 31, 2020 and 2019, respectively. The expense is presented in the Company’s consolidated statements of operations as general and administrative expense. As of December 31, 2020, there was approximately $5.7 million of total unrecognized compensation cost related to the Restricted Stock. Tender Offer In connection with the Series B-2 Management determined there was a compensatory element to the Tender Offer, resulting in the excess of the purchase price over the fair value of the common shares being considered compensation for employee services. The Company recorded $10.6 million in stock-based compensation expense during the year ended December 31, 2019 related to the Tender Offer. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value of Financial Instruments | 10. 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: June 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 51,496 $ — $ — $ 51,496 Total Assets $ 51,496 $ — $ — $ 51,496 Liabilities Restricted Stock $ — $ — $ 21,371 $ 21,371 Total Liabilities $ — $ — $ 21,371 $ 21,371 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 92,858 $ — $ — $ 92,858 Total Assets $ 92,858 $ — $ — $ 92,858 Liabilities Restricted Stock $ — $ — $ 3,047 $ 3,047 Total Liabilities $ — $ — $ 3,047 $ 3,047 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. The values for the restricted stock liability are based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. During the six months ended June 30, 2021, there were no transfers between Level 1, Level 2, and Level 3. Warrants to Purchase Series B-3 On July 5, 2019, in connection with the Series B-2 B-3 The Warrants were accounted for as liabilities under ASC 480 because the underlying shares are contingently redeemable outside of the issuer’s control. The Warrants are considered freestanding financial instruments as they are separately exercisable and could be separately transferred from the Series B-2 As of June 30, 2020, Management determined, upon evaluation of performance milestones that the vesting of the Warrants was not probable. As such, the Warrants were revalued at $0 as of June 30, 2021 and December 31, 2020. In addition, pursuant to the terms of the Merger Agreement, the Warrants are to be surrendered, terminated and cancelled immediately prior to, and contingent upon, the completion of the business combination. Restricted Stock Awards Changes in fair value will be recorded as compensation cost with a corresponding increase or decrease in the share-based liability. No restricted stock awards were exercised during the six months ended June 30, 2021. The following table summarizes the change in fair value, as determined by Level 3 inputs, of restricted stock for the six months ended June 30, 2021. Restricted Stock (in thousands) Balance at December 31, 2020 $ 3,047 Change relating to vesting at original issuance price 775 Change in fair value 26,385 Reclassification of restricted stock to equity (see Note 9) (8,836 ) Balance at June 30, 2021 21,371 The fair value of the Company’s Restricted Stock, including subsequent remeasurements, was estimated using an option pricing model using the following assumptions as of June 30, 2021 and December 31, 2020: June 30, December 31, 2021 2020 Fair Value of the underlying Instrument $58.60 $6.70 - 13.01 Exercise Price $9.31 - $9.48 $9.23 - $9.48 Time to liquidity event (in years) 6.1 - 7.1 5.6 - 7.1 Average volatility rate 55.0% 55.0% Risk-free interest rate 0.93% - 1.27% 0.28% - 0.93% The risk-free interest rate used is the rate for a U.S. Treasury zero coupon issue with a term consistent with the remaining contractual term of the restricted stock on the date of measurement. The Company based the expected term assumption on the actual remaining contractual term of the respective restricted stock as of the date of measurement. The expected volatility is based on historical volatilities from guideline companies, since there is no active market for the Company’s common stock. The exercise price is calculated based on a function of the purchase price of $8.32 per share multiplied by a compounding interest rate over the expected term consistent with the repayment term of the Promissory Note. As of December 31, 2020, the fair value on the date of measurement of the common stock, the underlying instrument, was estimated by management with the assistance of a third-party valuation specialist. As a result of the pending merger with RAAC, management determined that the fair value of the common stock, the underlying instrument, should approximate the fair value of RAAC’s common stock as of the date of measurement and resulted in compensation expense of approximately $4.2 million and $27.2 million for the three and six months ended June 30, 2021. As a result of the pending merger with RAAC, management determined that the fair value of the common stock, the underlying instrument, should approximate the fair value of RAAC’s common stock as of the date of measurement on June 30, 2021. Each unit of Restricted Stock can be exchanged for a single share of Berkshire Grey common stock. Upon the effective date of the merger, any shares held by stockholders of Berkshire Grey will be cancelled and converted into the right to receive a number of newly issued shares of RAAC Class A common stock based on a conversion formula as defined in the Merger Agreement. The Company calculated the conversion ratio based on this formula with inputs known as of June 30, 2021 and applied this ratio to the closing price of RAAC’s current common stock on June 30, 2021 in order to determine the fair value price of a share of the underlying instrument. | 10. 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: December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 92,858 $ — $ — $ 92,858 Total Assets $ 92,858 $ — $ — $ 92,858 Liabilities: Restricted Stock $ — $ — $ 3,047 $ 3,047 Warrants — — — — Total Liabilities $ — $ — $ 3,047 $ 3,047 December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 159,141 $ — $ — $ 159,141 Total Assets $ 159,141 $ — $ — $ 159,141 Liabilities: Restricted Stock $ — $ — $ 350 $ 350 Warrants — — 3,922 3,922 Total Liabilities $ — $ — $ 4,272 $ 4,272 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. The values for the warrant and restricted stock liabilities are based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. During the years ended December 31, 2020 and 2019, there were no transfers between Level 1, Level 2, and Level 3. Warrants to Purchase Series B-3 On July 5, 2019, in connection with the Initial Closing of the Series B-2 B-3 The Warrants are accounted for as liabilities under ASC 480 because the underlying shares are contingently redeemable outside of the issuer’s control. The Warrants are considered freestanding financial instruments as they are separately exercisable and could be separately transferred from the Series B-2 The following table summarizes the change in fair value, as determined by Level 3 inputs, of the Warrants for the years ended December 31, 2020 and 2019: Warrants (in thousands) Balance at December 31, 2018 $ — Issuance of Series B-3 4,063 Change in fair value (141 ) Balance at December 31, 2019 3,922 Change in fair value (3,922 ) Balance at December 31, 2020 $ — The fair value of the Warrants to purchase shares of the Company’s Series B-3 2019 Fair Value of the underlying Instrument $ 4.19 – $4.43 Time to liquidity event (in years) 3.0 Average volatility rate 55.0 % Risk-free interest rate 1.62 % As of June 30, 2020, Management determined, upon evaluation of performance milestones that the vesting of the Warrants was not probable. As such, the Warrants were revalued at $0 for the year ended December 31, 2020. The risk-free interest rate used is the rate for a U.S. Treasury zero coupon issue with a term consistent with the remaining contractual term of the warrant on the date of measurement. The Company has not paid, and does not expect to pay, any cash dividends in the foreseeable future. The Company based the expected term assumption on the actual remaining contractual term of the respective Warrants as of the date of measurement. The expected volatility is based on historical volatilities from guideline companies, since there is no active market for the Company’s common stock. The fair value on the date of measurement of the Series B-3 Restricted Stock Awards In October 2019, the Company granted 1,191,872 shares of common stock (the “Restricted Stock”) at a purchase price of $8.32 per share that was purchased using the proceeds of a Promissory Note. Such shares are treated as stock options for accounting purposes and classified as a liability. Changes in fair value will be recorded as compensation cost with a corresponding increase or decrease in the share-based liability. No restricted stock awards were exercised during the years ended December 31, 2020 and 2019. The following table summarizes the change in fair value, as determined by Level 3 inputs, of restricted stock for the years ended December 31, 2020 and 2019: Restricted (in thousands) Balance at December 31, 2018 $ — Issuance of Restricted Stock 350 Change in fair value — Balance at December 31, 2019 350 Change relating to vesting at original issuance price 2,098 Change in fair value 599 Balance at December 31, 2020 $ 3,047 The fair value of the Company’s Restricted Stock, including subsequent remeasurements, was estimated using an option pricing model using the following assumptions: Years Ended December 31, 2020 2019 Fair Value of the underlying Instrument $ 6.70 – $13.01 $ 8.32 Exercise Price $ 9.23 – $9.48 $ 9.23 – $9.34 Time to liquidity event (in years) 5.6 – 7.1 5.6 – 6.3 Average volatility rate 55.0 % 55.0 % Risk-free interest rate 0.28 – 0.93 % 1.69 – 1.72 % The risk-free interest rate used is the rate for a U.S. Treasury zero coupon issue with a term consistent with the remaining contractual term of the restricted stock on the date of measurement. The Company based the expected term assumption on the actual remaining contractual term of the respective restricted stock as of the date of measurement. The expected volatility is based on historical volatilities from guideline companies, since there is no active market for the Company’s common stock. The exercise price is calculated based on a function of the purchase price of $8.32 per share multiplied by a compounding interest rate over the expected term consistent with the repayment term of the Promissory Note. The fair value on the date of measurement of the common stock, the underlying instrument, was estimated by management with the assistance of a third-party valuation specialist. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 11. INCOME TAXES During the six months ended June 30, 2021 and 2020, the Company recorded no income tax benefits due to the losses incurred and the uncertainty of future taxable income. Realization of deferred tax assets is dependent upon the generation of future taxable income. As required by ASC 740 Income Taxes The Company does not believe material uncertain tax positions have arisen to date. The Company’s effective income tax rate for the three and six months ended June 30, 2021 and 2020 was 0.0%. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 | 11. INCOME TAXES During the years ended December 31, 2020 and 2019, the Company recorded no income tax benefits due to the losses incurred and the uncertainty of future taxable income. For financial reporting purposes, net loss before income taxes, includes the following components: Years Ended December 31, 2020 2019 (in thousands) Domestic $ (57,683 ) $ (49,510 ) Foreign 45 — Total $ (57,638 ) $ (49,510 ) A reconciliation of the expected income tax (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Years Ended December 31, 2020 2019 Federal statutory rate 21.0 % 21.0 % State rate, net of federal benefit 4.1 % 4.7 % Change in valuation allowance (30.0 )% (33.6 )% Tax credits generated 5.9 % 6.5 % Stock-based compensation (2.1 )% 1.6 % Warrant revaluation 1.4 % 0.1 % Permanent differences (0.2 )% (0.3 )% Effective tax rate 0.0 % 0.0 % Deferred tax assets and liabilities consist of the following: Years Ended December 31, 2020 2019 (in thousands) Federal and state net operating carryforwards $ 36,988 $ 23,277 Research and development and other credits 8,000 4,658 Stock-based compensation 240 233 Deferred revenue 228 95 Other 1,262 1,166 Gross deferred tax assets 46,718 29,429 Valuation allowance (46,722 ) (29,429 ) Net deferred tax assets $ (4 ) $ — Realization of deferred tax assets is dependent upon the generation of future taxable income. As required by ASC 740 Income Taxes As of December 31, 2020 and 2019, the Company had federal net operating loss carryforwards of $143.2 million and $89.1 million, respectively, which may be available to reduce future taxable income. The carryforwards generated in 2018 and prior expire at various dates through 2038. The $126.3 Utilization of the Company’s net operating loss (“NOL”) carryforwards and research and development (“R&D”) tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986 (“Section 382”) as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D tax credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership changes as defined by Section 382 results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to significant complexity with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the NOL carryforwards or R&D tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt The Company operates within multiple taxing jurisdictions and is required to file tax returns in those jurisdictions. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state, and local income tax authorities for all tax years in which a loss carryforward is available. The Company is currently not under examination by the Internal Revenue Service or any other jurisdiction for any tax years. The Company has not recorded any interest or penalties on any unrecognized tax benefits since inception. The Company does not believe material uncertain tax positions have arisen to date. |
Segment Information
Segment Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Segment Information | 12. SEGMENT INFORMATION In its operation of the business, management, including our chief operating decision maker, who is also our Chief Executive Officer, reviews the business as one segment. The Company currently ships its products to markets in the United States and Japan. Product sales attributed to a country are based on the location of the customer to whom the products are being sold. Long-lived assets are primarily held in the United States. Product sales by country are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) (in thousands) United States $ 2,929 $ 292 $ 5,334 $ 22,792 Japan 1,574 2,460 3,134 6,236 Total revenue $ 4,503 $ 2,752 $ 8,468 $ 29,028 | 12. SEGMENT INFORMATION In its operation of the business, management, including our chief operating decision maker, who is also our Chief Executive Officer, reviews the business as one segment. The Company currently ships its products to markets in the United States and Japan. Product sales attributed to a country are based on the location of the customer to whom the products are being sold. Long-lived assets are primarily held in the United States. Product sales by country are as follows: Years Ended December 31, 2020 2019 (in thousands) United States $ 25,020 $ 3,193 Japan 9,815 4,779 Total Revenue $ 34,835 $ 7,972 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES The Company has various non-cancellable Rental expense was approximately $0.5 million and $1.0 million for the three and six months ended June 30, 2021 and 2020, respectively. Rental expense was approximately $0.4 million and $1.0 million for the three and six months ended June 30, 2020, respectively. As of June 30, 2021, future minimum rental commitments for operating leases with non-cancellable Operating Leases (in thousands) Remainder of 2021 $ 1,052 2022 1,601 2023 1,462 2024 1,504 2025 1,473 Thereafter 7,079 $ 14,171 | 13. COMMITMENTS AND CONTINGENCIES The Company has various non-cancellable In September 2016, the Company executed a lease agreement for office space in Lexington, Massachusetts. The lease has an initial term of approximately five years with the option to extend the term for one additional five-year term. In December 2018, the Company executed the First Amendment to expand the premises. In addition to rent, the lease requires the Company to pay additional amounts for taxes, insurance, maintenance and other operating expenses. In February 2018, the Company executed a sublease agreement for additional office space in Lexington, Massachusetts. The sublease has a term of approximately three years. In August 2019, the Company executed a lease agreement five years and three months In February 2020, the Company executed a lease for its headquarters in Bedford, Massachusetts. The original 11-year Rental expense was approximately $2.0 million and $1.3 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, future minimum rental commitments for operating leases with non-cancellable Operating Years Ending December 31, (in thousands) 2021 $ 2,020 2022 1,601 2023 1,462 2024 1,504 2025 1,473 Thereafter 7,079 $ 15,139 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 14. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to August 16, 2021. RAAC Business Combination Merger On July 21, 2021, the Company completed a business combination transaction (the “Merger”) with RAAC pursuant to the business combination agreement (the “Merger Agreement”) dated February 23, 2021. Upon closing of the business combination transaction, the combined company was renamed Berkshire Grey, Inc. Closing occurred on July 21, 2021 (the “Closing Date”). The transaction was accounted for as a reverse recapitalization. The Company received gross proceeds of $220.0 million and incurred closing costs of $27.4 million. As of June 30, 2021, $1.8 million of deferred transaction costs were recorded, which consisted of legal, accounting, and other professional services directly related to the Merger. These costs were included in non-current PIPE Investment Concurrently with the execution of the Merger Agreement, RAAC entered into subscription agreements with certain investors (the “PIPE Investors”) to which the PIPE Investors have committed to purchase an aggregate amount of $165 million in shares of Class A Stock at a purchase price of $10.00 per share. The PIPE Investment was consummated substantially concurrently with the closing of the Merger. Warrant On February 23, 2021 in conjunction with the Merger Agreement, the Company entered into a Warrant Termination Agreement with the Warrant holder. On July 21, 20201, pursuant to the terms of the Merger Agreement, the Warrant was terminated immediately prior to the Closing. Promissory Note 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. The entire principal amount was used to purchase 1,191,872 shares of restricted stock. On February 23, 2021 the Company entered into a Stock Repurchase Agreement with the executive officer. In the Stock Repurchase Agreement, the Company’s Board of Directors authorized the repurchase of 174,243 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 Closing Date, all outstanding principal and accrued interest under the Promissory Note was repaid and the note was retired. Performance Options On July 15, 2021 the Board of Directors determined and approved the performance milestones for 500,044 previously granted performance-based stock options, which included a performance milestone for the successful completion of a material financing event. Upon completion of the Merger approximately 33% of the options vested. The remaining milestones relate to financial metrics based on orders and revenue. | 14. SUBSEQUENT EVENTS On February 23, 2021 the Company entered into an Agreement and Plan of Merger (the, “Merger Agreement”) with Revolution Acceleration Acquisition Corp (“RAAC”) to affect a business combination between RAAC and the Company with the Company surviving the merger as a wholly owned subsidiary of RAAC. At the effective time of the Merger, each share of Berkshire Grey Convertible Preferred Stock and each share of Berkshire Grey Common Stock will be converted into the right to receive such number of shares of RAAC’s Class A Common Stock as defined in the Merger Agreement. The aggregate consideration for the transaction payable to Berkshire Grey existing shareholders is capped at $2.25 On February 23, 2021 in conjunction with the Merger Agreement, the Company entered into a Warrant Termination Agreement (the “Warrant Termination”) with the Warrant holder (see Note 8). Pursuant to the terms of the Merger Agreement, the Warrant is to be surrendered, terminated and cancelled immediately prior to, and contingent upon, the completion of the business combination. On February 23, 2021 the Company entered into a Stock Repurchase Agreement with an executive officer. In the Stock Repurchase Agreement, the Company’s Board of Directors authorized the repurchase of a sufficient number of vested shares of common stock from the executive officer, at a per share price equal to the per share price in the Merger Agreement. The sale and repurchase will repay in full all of the outstanding principal and accrued interest under the Promissory Note (see Note 7) and is contingent upon the completion of the business combination. The Company evaluated its December 31, 2020 and 2019 consolidated financial statements for subsequent events through March 19, 2021 which represents the date the consolidated financial statements were available to be issued. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition (including performance obligations, variable consideration and other obligations such as product returns); realizability of deferred fulfillment costs, inventory, and warranty; accounting for stock-based compensation including performance-based assessments; and accounting for income taxes and related valuation allowances. Actual results may differ from estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition (including performance obligations, variable consideration and other obligations such as product returns); realizability of deferred fulfillment costs, inventory, and warranty; 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 and Cash Equivalents | 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 June 30, June 30, 2021 2020 (in thousands) Cash $ 1,334 $ 2,578 Money Market funds in Cash and Cash Equivalents 51,496 118,151 Restricted cash 1,121 1,121 Cash, cash equivalents, and restricted cash $ 53,951 $ 121,850 | Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of 90 days 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 noncurrent asset as of December 31, 2020 and 2019. A reconciliation of the amounts of cash, cash equivalents, and restricted cash from the consolidated cash flow statements to the consolidated balance sheets is as follows: December 31, 2020 2019 (in thousands) Cash $ 999 $ 157 Money Market funds in Cash and Cash Equivalents 92,858 159,141 Restricted cash 1,121 150 Cash, cash equivalents, and restricted cash $ 94,978 $ 159,448 |
Revenue Recognition | Revenue Recognition In accordance with ASC Topic 606, the Company recognizes revenue when the following criteria are met: • Contract with the customer is identified; • Performance obligations in the contract is identified; • Transaction price is determined; • Transaction price is allocated to the performance obligations; and • When performance obligations are satisfied (see Note 6 for additional information). | |
Fair Value Measurements | Fair Value Measurements The Company’s fair value measurements are estimated pursuant to a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, giving highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability, and may affect the valuation of the assets and liabilities and their placement within the hierarchy level. The three levels of inputs that may be used to measure fair value are defined as: Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets. Level 2 — Observable inputs other than Level 1 that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities inactive markets, or other observable inputs that can be corroborated by observable market data. Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The Company uses the assistance of third-party valuation specialists in determining the fair value of its common stock, warrants, and restricted stock. Valuation reports are evaluated through a management review process. While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Refer to Note 10 for different methodologies used. | |
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 June 30, 2021 and December 31, 2020, five and three customers accounted for 100% of the Company’s accounts receivable balance, respectively. For the three and six months ended June 30, 2021, the Company generated 100% of revenues from five significant customers. For the three and six months ended June 30, 2020, the Company generated approximately 100% of revenues from two and three significant customers, respectively. The Company believes that credit risks associated with these contracts are not significant due to the customers’ financial strength. The Company places cash and cash equivalents with high-quality financial institutions. The Company is exposed to credit risk in the event of default by these institutions to the extent the amount recorded on the consolidated balance sheets exceeds federally insured limits. | 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. At December 31, 2020 and 2019, three customers and one customer accounted for 100% of the Company’s accounts receivable balance, respectively. For the year ended December 31, 2020, the Company generated approximately 70% and 28% of revenues from two significant customers. For the year ended December 31, 2019, the Company generated approximately 39% and 60% of revenues from two significant 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 consolidated balance sheets exceeds federally insured limits. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2020 and 2019, the Company did not have any significant uncertain tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. See Note 11 for additional information. | |
Accounts Receivable | Accounts Receivable The Company evaluates the collectability of outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables amounted to approximately $16.8 million and $0.6 million as of December 31, 2020 and 2019, respectively. The Company believes that credit risks associated with these contracts are not significant. To date, the Company has not experienced any losses associated with accounts receivable and does not maintain an allowance for doubtful accounts. | |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined by use of the average cost method. The Company maintains an inventory reserve for the estimated amount of excess or obsolete inventory. | |
Contract Assets and Contract Liabilities | Contract Assets and Contract Liabilities Contract assets represent the sale of goods or services to a customer before the Company has the right to obtain consideration from the customer. Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional. | |
Deferred Fulfillment Costs | Deferred Fulfillment Costs The Company incurs costs to fulfill obligations under a contract once it is obtained, but before transferring goods or services to the customer. The Company capitalizes deferred fulfillment costs if they are directly related to a specific customer contract, generate or enhance assets used to satisfy the customer contract performance obligations in the future, and are recoverable. The Company’s deferred fulfillment costs include direct labor related to manufacturing, installation, software services, and direct materials. | |
Property and Equipment | Property and Equipment Property and equipment, including significant betterments to existing facilities, are recorded at cost, less accumulated depreciation. Upon retirement or disposal, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. The Company reviews property and equipment for impairment upon a triggering event. If a review indicates that an impairment occurred, the Company writes down the carrying value of the assets to their fair value. Fair value is determined based on comparable market values, when available, or discounted cash flows. The Company concluded there were no triggering events for the years ended December 31, 2020 and 2019. | |
Depreciation and Amortization | Depreciation and Amortization Depreciation is recorded using the straight-line method over the shorter of the useful life or lease term, when applicable. The Company generally uses estimated useful lives of three years for machinery, furniture, equipment, and software. For leasehold improvements the Company records depreciation over the remaining lease term. | |
Deferred Rent and Rental Expense | Deferred Rent and Rental Expense Minimum rent expense is recorded using the straight-line method over the related lease term. The differences between payments required and rental expense are reflected as current and non-current | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company issues stock-based awards to employees and nonemployees, generally in the form of stock options. Stock-based awards are accounted for in accordance with ASC Topic 718, Compensation — Stock Compensation The Company issued restricted stock to an executive officer which was purchased with proceeds from a partial recourse promissory note. As the underlying restricted stock was not allocated to the recourse and non-recourse non-recourse The Company classifies stock-based compensation expense in its consolidated statements of operations in the same way the payroll costs or service payments are classified for the related stock-based award recipient. Our stock-based awards are subject to service or performance-based vesting conditions. Compensation expense related to awards with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Compensation expense related to awards with pre-established The fair value of stock-based awards are estimated using the Black-Scholes option pricing model or a lattice model, which requires the input of highly subjective assumptions, including (i) the expected volatility of our stock, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of a public market for the trading of our common stock and a lack of company-specific historical and implied volatility data, estimates of expected volatility are based on the historical volatility of a group of similar companies that are publicly traded. Expected life of our stock options are estimated using the “simplified” method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option were based on the U.S. Treasury yield curve in effect during the period the options were granted. | |
Research and Development | Research and Development Costs incurred in the research and development of the Company’s products are expensed as incurred. | |
Warranty | Warranty The Company accrues an estimate warranty expense based on expected warranty claims and costs to be incurred. Product warranty reserves are recorded in accrued expenses. | |
Deferred Transaction Costs and Transaction Costs Payable | Deferred Transaction Costs and Transaction Costs Payable As part of the transaction with RAAC, the Company has accrued direct and incremental transaction costs related to the merger which will be deducted from the combined entity’s additional paid-in non-current | |
Net Loss Per Common Share | Net Loss Per Common Share Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares 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 convertible Preferred Stock using the if-converted For the six months ended June 30, 2021 and 2020, restricted stock awards and stock options representing approximately 5.7 million and 4.1 million shares of common stock, respectively, and convertible preferred shares representing approximately 28.2 million shares of common stock 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. | Net Loss Per Common Share The Company computes net loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations. Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. The Company has two classes of stock: (1) Common Stock and (2) Convertible Preferred Stock (“Preferred Stock”). For purposes of calculating loss per share, a company that has participating security holders (for example, the Company’s preferred stockholders) is required to utilize the two-class two-class two-class The Preferred Stock has been determined to be noncumulative and as such, net loss available to common shareholders is reduced by the amount of Preferred Stock dividends declared during the period. During the years ended December 31, 2020 and 2019, no dividends have been declared by the Company. Preferred Stock outstanding as of December 31, 2020 and 2019 has been excluded from the calculation of basic net loss per common share since such shares only participate in their pro rata share of earnings. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible Preferred Stock using the if-converted For the years ended December 31, 2020 and 2019, restricted stock awards and stock options representing approximately 6.0 million and 4.1 million shares of common stock, respectively, and convertible preferred shares representing approximately 28.2 million and 21.3 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 years. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). 2018-10, Codification Improvements to Topic 842, Leases 2018-11, Leases (Topic 842): Targeted Improvements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes — Simplifying the Accounting for Income Taxes | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). right-of-use ASU 2019-01, Leases (Topic 842): Codification Improvements related per-share amounts, 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) — Effective Dates for Certain Entities 2016-02 In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes — Simplifying the Accounting for Income Taxes |
Initial Adoption of New Accounting Policies | Initial Adoption of New Accounting Policies In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement | Initial Adoption of New Accounting Policies In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07, 505-50 mark-to-market) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | ||
Summary of Reconciliation of the Amounts of Cash, Cash Equivalents, and Restricted cash | The Company has included restricted cash as a non-current June 30, June 30, 2021 2020 (in thousands) Cash $ 1,334 $ 2,578 Money Market funds in Cash and Cash Equivalents 51,496 118,151 Restricted cash 1,121 1,121 Cash, cash equivalents, and restricted cash $ 53,951 $ 121,850 | The Company has included restricted cash as a noncurrent asset as of December 31, 2020 and 2019. A reconciliation of the amounts of cash, cash equivalents, and restricted cash from the consolidated cash flow statements to the consolidated balance sheets is as follows: December 31, 2020 2019 (in thousands) Cash $ 999 $ 157 Money Market funds in Cash and Cash Equivalents 92,858 159,141 Restricted cash 1,121 150 Cash, cash equivalents, and restricted cash $ 94,978 $ 159,448 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory, net | Inventories consist of the following: June 30, December 31, 2021 2020 (in thousands) Work in progress $ 13 $ 3 Finished goods 2,706 755 Inventory, net $ 2,719 $ 758 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property and Equipment | Property and equipment consist of the following: June 30, December 31, 2021 2020 (in thousands) Leasehold improvements $ 6,224 $ 5,907 Machinery and equipment 10 15 Furniture and fixtures 784 714 Research and development equipment 4,679 2,794 Computer hardware and software 1,513 1,219 Construction in progress 93 437 Subtotal 13,303 11,086 Less: Accumulated depreciation 2,837 1,683 Property and equipment, net $ 10,466 $ 9,403 | Property and equipment consist of the following: December 31, 2020 2019 (in thousands) Leasehold improvements $ 5,907 $ 333 Machinery and equipment 15 10 Furniture and fixtures 714 158 Research and development equipment 2,794 1,030 Computer hardware and software 1,219 365 Construction in progress 437 472 Subtotal 11,086 2,368 Less: Accumulated depreciation 1,683 677 Property and equipment, net $ 9,403 $ 1,691 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Summary of Accrued expenses | Accrued expenses consist of the following: June 30, December 31, 2021 2020 (in thousands) Accrued compensation $ 3,871 $ 5,424 Accrued sales taxes payable 185 879 Accrued professional services 2,045 754 Accrued materials 4,077 401 Accrued other 2,049 272 Accrued warranty 112 41 Accrued expenses $ 12,339 $ 7,771 | Accrued expenses consist of the following: December 31, 2020 2019 (in thousands) Accrued compensation $ 5,424 $ 3,056 Accrued sales taxes payable 879 142 Accrued professional services 754 — Accrued materials 401 290 Accrued other 272 541 Accrued warranty 41 317 $ 7,771 $ 4,346 |
Summary of Changes in our product warranty | Changes in our product warranty consist of the following: June 30, December 31, 2021 2020 (in thousands) Beginning balance $ 41 $ 317 Accrual (reversal) for warranty expense 107 (136 ) Warranty costs incurred during period (36 ) (140 ) Ending balance $ 112 $ 41 | Changes in our product warranty consist of the following: December 31, 2020 2019 (in thousands) Beginning balance $ 317 $ — Accrual (reversal) for warranty expense (136 ) 449 Warranty costs incurred during period (140 ) (132 ) Ending balance $ 41 $ 317 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Summary of disaggregates revenue by timing of transfer of goods or services | The following table disaggregates revenue by timing of transfer of goods or services: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) (in thousands) Transferred over time $ 4,275 $ 2,535 $ 8,211 $ 6,465 Transferred at a point in time 228 217 257 22,563 Total revenue $ 4,503 $ 2,752 $ 8,468 $ 29,028 | The following table disaggregates revenue by timing of transfer of goods or services: Years Ended December 31, 2020 2019 (in thousands) Transferred over time $ 10,045 $ 7,872 Transferred at a point in time 24,790 100 Total Revenue $ 34,835 $ 7,972 |
Summary of changes in contract liabilities | The following table summarizes changes in contract liabilities during the six months ended June 30, 2021: Contract Liabilities (in thousands) Contract liabilities at December 31, 2020 $ 22,331 Additions to contract liabilities during the period 9,728 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period (7,084 ) Amounts added to contract liabilities during the period (1,210 ) Contract liabilities at June 30, 2021 $ 23,765 | The following table summarizes changes in contract liabilities during the years ended December 31, 2020 and 2019: Contract Liabilities (in thousands) Contract liabilities at December 31, 2018 $ 20,716 Additions to contract liabilities during the period 17,790 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period (2,111 ) Amounts added to contract liabilities during the period (5,758 ) Contract liabilities at December 31, 2019 30,637 Additions to contract liabilities during the period 26,398 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period (29,743 ) Amounts added to contract liabilities during the period (4,961 ) Contract liabilities at December 31, 2020 $ 22,331 |
Convertible Preferred Stock A_2
Convertible Preferred Stock And Stockholders' Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | ||
Summary of convertible preferred stock authorized, issued and outstanding, and liquidation preference | The following table summarizes details of Convertible Preferred Stock authorized, issued and outstanding, and liquidation preference: June 30, 2021 and December 31, 2020 Convertible preferred stock Authorized shares Shares issued and outstanding Liquidation preference Series A 2,212,389 2,212,389 $ 500 Series A-1 2,403,846 2,403,846 2,500 Series A-2 4,118,126 4,118,126 11,098 Series A-3 785,056 785,056 1,058 Series A-4 710,321 710,321 1,531 Series B 5,385,474 5,385,474 24,100 Series B-1 2,804,302 2,804,302 24,110 Series B-2 11,732,302 9,788,160 174,550 Series B-3 1,903,647 — — 32,055,463 28,207,674 $ 239,447 | The following table summarizes details of Convertible Preferred Stock authorized, issued and outstanding, and liquidation preference: December 31, 2020 and 2019 Convertible preferred stock Authorized shares Shares issued and outstanding Liquidation preference (in thousands) Series A 2,212,389 2,212,389 $ 500 Series A-1 2,403,846 2,403,846 2,500 Series A-2 4,118,126 4,118,126 11,098 Series A-3 785,056 785,056 1,058 Series A-4 710,321 710,321 1,531 Series B 5,385,474 5,385,474 24,100 Series B-1 2,804,302 2,804,302 24,110 Series B-2 11,732,302 9,788,160 174,550 Series B-3 1,903,647 — — 32,055,463 28,207,674 $ 239,447 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Stock-based Compensation Expense Recognized for all Stock-based Awards | Stock-based compensation expense recognized for all stock-based awards is reported in the Company’s consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of sales $ 35 $ 28 $ 70 $ 56 General and administrative 430 (17 ) 856 494 Sales and marketing 4,549 65 27,961 233 Research and development 295 240 601 476 Total $ 5,309 $ 316 $ 29,488 $ 1,259 | Stock-based compensation expense recognized for all stock-based awards is reported in the Company’s consolidated statements of operations as follows: Years Ended December 31, 2020 2019 (in thousands) Cost of sales $ 137 $ 475 General and administrative 3,245 5,518 Sales and marketing 1,583 897 Research and development 1,056 5,144 Total $ 6,021 $ 12,034 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimates the fair value of each employee stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions regarding the fair value of the underlying common stock on each measurement date: Years Ended December 31, 2020 2019 Weighted average expected volatility 55.0 % 55.0 % Weighted average expected term (in years) 6.1 6.1 Weighted average risk-free interest rate 0.57 % 2.00 % Expected dividend yield 0 % 0 % | |
Summarizes Stock Option Activity | The following table summarizes stock option activity under the 2013 Plan for the six months ended June 30, 2021: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Outstanding at December 31, 2020 5,956,837 $ 4.70 8.0 Exercised 272,364 1.82 2.9 Cancelled 4,596 3.65 — Forfeited 59,055 3.59 — Outstanding at June 30, 2021 5,620,822 $ 4.85 7.8 Exercisable at June 30, 2021 2,342,488 $ 2.71 6.1 Vested or expected to vest at June 30, 2021 5,620,822 $ 4.85 7.8 | The following table summarizes stock option activity under the 2013 Plan since December 31, 2018: Options Weighted-Average Weighted-Average Contractual Outstanding at December 31, 2018 3,513,759 $ 1.25 7.9 Granted 1,077,900 7.04 Exercised 942,297 0.76 Forfeited 140,148 3.07 Outstanding at December 31, 2019 3,509,214 $ 3.09 7.8 Granted 2,957,409 6.70 Exercised 101,632 2.22 Forfeited 412,654 5.99 Outstanding at December 31, 2020 5,952,337 $ 4.70 8.0 Exercisable at December 31, 2020 2,086,639 $ 1.91 5.6 Vested or expected to vest at December 31, 2020 5,952,337 $ 4.70 8.0 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Schedule of asset liability measured at fair value on 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: June 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 51,496 $ — $ — $ 51,496 Total Assets $ 51,496 $ — $ — $ 51,496 Liabilities Restricted Stock $ — $ — $ 21,371 $ 21,371 Total Liabilities $ — $ — $ 21,371 $ 21,371 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 92,858 $ — $ — $ 92,858 Total Assets $ 92,858 $ — $ — $ 92,858 Liabilities Restricted Stock $ — $ — $ 3,047 $ 3,047 Total Liabilities $ — $ — $ 3,047 $ 3,047 | 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: December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 92,858 $ — $ — $ 92,858 Total Assets $ 92,858 $ — $ — $ 92,858 Liabilities: Restricted Stock $ — $ — $ 3,047 $ 3,047 Warrants — — — — Total Liabilities $ — $ — $ 3,047 $ 3,047 December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash Equivalents $ 159,141 $ — $ — $ 159,141 Total Assets $ 159,141 $ — $ — $ 159,141 Liabilities: Restricted Stock $ — $ — $ 350 $ 350 Warrants — — 3,922 3,922 Total Liabilities $ — $ — $ 4,272 $ 4,272 |
Warrant [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Summary of change in fair value of warrants and restricted stock | The following table summarizes the change in fair value, as determined by Level 3 inputs, of the Warrants for the years ended December 31, 2020 and 2019: Warrants (in thousands) Balance at December 31, 2018 $ — Issuance of Series B-3 4,063 Change in fair value (141 ) Balance at December 31, 2019 3,922 Change in fair value (3,922 ) Balance at December 31, 2020 $ — | |
Summary of fair value measurement inputs for warrants | The fair value of the Warrants to purchase shares of the Company’s Series B-3 2019 Fair Value of the underlying Instrument $ 4.19 – $4.43 Time to liquidity event (in years) 3.0 Average volatility rate 55.0 % Risk-free interest rate 1.62 % | |
Restricted Stock [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Summary of change in fair value of warrants and restricted stock | The following table summarizes the change in fair value, as determined by Level 3 inputs, of restricted stock for the six months ended June 30, 2021. Restricted Stock (in thousands) Balance at December 31, 2020 $ 3,047 Change relating to vesting at original issuance price 775 Change in fair value 26,385 Reclassification of restricted stock to equity (see Note 9) (8,836 ) Balance at June 30, 2021 21,371 | The following table summarizes the change in fair value, as determined by Level 3 inputs, of restricted stock for the years ended December 31, 2020 and 2019: Restricted (in thousands) Balance at December 31, 2018 $ — Issuance of Restricted Stock 350 Change in fair value — Balance at December 31, 2019 350 Change relating to vesting at original issuance price 2,098 Change in fair value 599 Balance at December 31, 2020 $ 3,047 |
Summary of fair value measurement inputs for warrants | The fair value of the Company’s Restricted Stock, including subsequent remeasurements, was estimated using an option pricing model using the following assumptions as of June 30, 2021 and December 31, 2020: June 30, December 31, 2021 2020 Fair Value of the underlying Instrument $58.60 $6.70 - 13.01 Exercise Price $9.31 - $9.48 $9.23 - $9.48 Time to liquidity event (in years) 6.1 - 7.1 5.6 - 7.1 Average volatility rate 55.0% 55.0% Risk-free interest rate 0.93% - 1.27% 0.28% - 0.93% | The fair value of the Company’s Restricted Stock, including subsequent remeasurements, was estimated using an option pricing model using the following assumptions: Years Ended December 31, 2020 2019 Fair Value of the underlying Instrument $ 6.70 – $13.01 $ 8.32 Exercise Price $ 9.23 – $9.48 $ 9.23 – $9.34 Time to liquidity event (in years) 5.6 – 7.1 5.6 – 6.3 Average volatility rate 55.0 % 55.0 % Risk-free interest rate 0.28 – 0.93 % 1.69 – 1.72 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of income tax benefits due to the losses incurred | During the years ended December 31, 2020 and 2019, the Company recorded no income tax benefits due to the losses incurred and the uncertainty of future taxable income. For financial reporting purposes, net loss before income taxes, includes the following components: Years Ended December 31, 2020 2019 (in thousands) Domestic $ (57,683 ) $ (49,510 ) Foreign 45 — Total $ (57,638 ) $ (49,510 ) |
Summary of federal statutory income tax rate | A reconciliation of the expected income tax (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Years Ended December 31, 2020 2019 Federal statutory rate 21.0 % 21.0 % State rate, net of federal benefit 4.1 % 4.7 % Change in valuation allowance (30.0 )% (33.6 )% Tax credits generated 5.9 % 6.5 % Stock-based compensation (2.1 )% 1.6 % Warrant revaluation 1.4 % 0.1 % Permanent differences (0.2 )% (0.3 )% Effective tax rate 0.0 % 0.0 % |
Summary of deferred tax assets and liabilities | Deferred tax assets and liabilities consist of the following: Years Ended December 31, 2020 2019 (in thousands) Federal and state net operating carryforwards $ 36,988 $ 23,277 Research and development and other credits 8,000 4,658 Stock-based compensation 240 233 Deferred revenue 228 95 Other 1,262 1,166 Gross deferred tax assets 46,718 29,429 Valuation allowance (46,722 ) (29,429 ) Net deferred tax assets $ (4 ) $ — |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Summary of product by sales | Product sales by country are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) (in thousands) United States $ 2,929 $ 292 $ 5,334 $ 22,792 Japan 1,574 2,460 3,134 6,236 Total revenue $ 4,503 $ 2,752 $ 8,468 $ 29,028 | Product sales by country are as follows: Years Ended December 31, 2020 2019 (in thousands) United States $ 25,020 $ 3,193 Japan 9,815 4,779 Total Revenue $ 34,835 $ 7,972 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Summary of future minimum rental commitments for operating leases with non-cancellable terms | As of June 30, 2021, future minimum rental commitments for operating leases with non-cancellable Operating Leases (in thousands) Remainder of 2021 $ 1,052 2022 1,601 2023 1,462 2024 1,504 2025 1,473 Thereafter 7,079 $ 14,171 | As of December 31, 2020, future minimum rental commitments for operating leases with non-cancellable Operating Years Ending December 31, (in thousands) 2021 $ 2,020 2022 1,601 2023 1,462 2024 1,504 2025 1,473 Thereafter 7,079 $ 15,139 |
Nature of The Business And Ba_2
Nature of The Business And Basis of Presentation - Additional Information (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Class of Stock [Line Items] | ||||
Year Founded | 2013 | 2013 | ||
Place of incorporation | DE | |||
Entity Number of Employees | 350 | 275 | ||
Cumulative proceeds received from issuance of preferred stock and warrant | $ 227,300,000 | $ 227,300,000 | ||
Cash and Cash Equivalents, at Carrying Value | $ 52,830,000 | $ 93,857,000 | $ 159,298,000 | |
Merger agreement description | Subject to the terms and conditions of the Merger Agreement, the consideration to be paid in respect of each share of common stock, par value $0.001 per share, of the Company (“Berkshire Grey Common Stock”) issued and outstanding (other than (i) any such shares held in the treasury of the Company and (ii) any shares held by stockholders of the Company who have perfected and not withdrawn a demand for appraisal rights) immediately prior to the effective time of the Merger will be a number of shares of newly issued Class A common stock of RAAC (with each share valued at $10.00), par value $0.0001 per share (“Class A Stock”), equal to (x) $2,250,000,000 divided by (y) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement). Immediately prior to the closing of the RAAC Business Combination (the “Closing”), all of the outstanding shares of each series of preferred stock, par value $0.001 per share, of the Company (“Berkshire Grey Preferred Stock”) will be converted into shares of Berkshire Grey Common Stock. | |||
Minimum [Member] | Revolution Acceleration Acquisition Corp [Member] | ||||
Class of Stock [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 200,000,000 | |||
Net Tangible Assets | 5,000,001 | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Proceeds from Issuance of Common Stock | $ 165,000,000 | |||
Sale of Stock, Price Per Share | $ / shares | $ 10 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Details) shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020Customer | Jun. 30, 2021USD ($)Customershares | Jun. 30, 2020Customershares | Dec. 31, 2020USD ($)Customershares | Dec. 31, 2019USD ($)Customershares | |
Accounting Policies [Line Items] | ||||||
Accounts receivable | $ | $ 2,669,000 | $ 2,669,000 | $ 16,752,000 | $ 565,000 | ||
Uncertain tax position | $ | $ 0 | $ 0 | ||||
Deferred transaction costs and transaction costs payable | $ | $ 1,800,000 | $ 1,800,000 | ||||
Share-based Payment Arrangement [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Antidilutive Securities | shares | 5.7 | 4.1 | 6 | 4.1 | ||
Convertible Preferred Stock [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Antidilutive Securities | shares | 28.2 | 28.2 | 28.2 | 21.3 | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% | |||
Number of major customers | 5 | 3 | 1 | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 100.00% | 100.00% | ||||
Number of major customers | 5 | 5 | ||||
Customer Concentration Risk [Member] | Maximum [Member] | Revenue Benchmark [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 100.00% | 70.00% | 60.00% | |||
Number of major customers | 3 | 2 | 2 | |||
Customer Concentration Risk [Member] | Minimum [Member] | Revenue Benchmark [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 100.00% | 28.00% | 39.00% | |||
Number of major customers | 2 | 2 | 2 |
Significant Accounting Policie
Significant Accounting Policies - Summary of Reconciliation of the Amounts of Cash, Cash Equivalents, and Restricted cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | |||||
Cash | $ 1,334 | $ 999 | $ 2,578 | $ 157 | |
Money Market funds in Cash and Cash Equivalents | 51,496 | 92,858 | 118,151 | 159,141 | |
Restricted cash | 1,121 | 1,121 | 1,121 | 150 | |
Cash, cash equivalents, and restricted cash | $ 53,951 | $ 94,978 | $ 121,850 | $ 159,448 | $ 22,498 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventory work in progess and finished goods | $ 0.8 | $ 0.4 |
Inventory, net - Summary of Inv
Inventory, net - Summary of Inventory, net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | |||
Work in progress | $ 13 | $ 3 | |
Finished goods | 2,706 | 755 | |
Inventory, net | $ 2,719 | $ 758 | $ 403 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation on property plant and equipment | $ 0.7 | $ 0.8 | $ 1.2 | $ 1 | $ 1 | $ 0.3 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 13,303 | $ 11,086 | $ 2,368 |
Less: Accumulated depreciation | 2,837 | 1,683 | 677 |
Property and equipment – net | 10,466 | 9,403 | 1,691 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 6,224 | 5,907 | 333 |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 10 | 15 | 10 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 784 | 714 | 158 |
Research and development equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,679 | 2,794 | 1,030 |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,513 | 1,219 | 365 |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 93 | $ 437 | $ 472 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accrued Expenses [Line Items] | |||
Accrued bonus and related employee costs current | $ 3.9 | $ 2.8 | |
Term of product warranty | 1 year | ||
Maximum [Member] | |||
Accrued Expenses [Line Items] | |||
Term of product warranty | 3 years | 3 years | |
Minimum [Member] | |||
Accrued Expenses [Line Items] | |||
Term of product warranty | 1 year |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||||
Accrued compensation | $ 3,871 | $ 5,424 | $ 3,056 | |
Accrued sales taxes payable | 185 | 879 | 142 | |
Accrued professional services | 2,045 | 754 | 0 | |
Accrued materials | 4,077 | 401 | 290 | |
Accrued other | 2,049 | 272 | 541 | |
Accrued warranty | 112 | 41 | 317 | $ 0 |
Accrued expenses | $ 12,339 | $ 7,771 | $ 4,346 |
Accrued Expenses - Summary of C
Accrued Expenses - Summary of Changes in our product warranty (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |||
Beginning balance | $ 41 | $ 317 | $ 0 |
Accrual (reversal) for warranty expense | 107 | (136) | 449 |
Warranty costs incurred during period | (36) | (140) | (132) |
Ending balance | $ 112 | $ 41 | $ 317 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||||
Deferred fulfillment costs current | $ 13,400 | $ 3,500 | $ 21,000 | |
Contract with customers liabilities current | $ 23,765 | $ 22,331 | $ 30,637 | $ 20,716 |
Revenue - Summary of disaggrega
Revenue - Summary of disaggregates revenue by timing of transfer of goods or services (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Total Revenue | $ 4,503 | $ 2,752 | $ 8,468 | $ 29,028 | $ 34,835 | $ 7,972 |
Transferred over time | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Revenue | 4,275 | 2,535 | 8,211 | 6,465 | 10,045 | 7,872 |
Transferred at a point in time | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Revenue | $ 228 | $ 217 | $ 257 | $ 22,563 | $ 24,790 | $ 100 |
Revenue - Summary of changes in
Revenue - Summary of changes in contract liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Contract liabilities Beginning balance | $ 22,331 | $ 30,637 | $ 20,716 |
Additions to contract liabilities during the period | 9,728 | 26,398 | 17,790 |
Revenue recognized in the period from: | |||
Amounts included in contract liabilities at the beginning of the period | (7,084) | (29,743) | (2,111) |
Amounts added to contract liabilities during the period | (1,210) | (4,961) | (5,758) |
Contract liabilities Ending balance | $ 23,765 | $ 22,331 | $ 30,637 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Related party debt rate of interest percentage | 1.86% | |||||||
Deferred fulfillment costs current | $ 13,400 | $ 13,400 | $ 3,500 | $ 21,000 | ||||
Contract with customers liabilities current | 23,765 | 23,765 | 22,331 | 30,637 | $ 20,716 | |||
Contract with customer liability revenue recognized | (7,084) | (29,743) | (2,111) | |||||
Affiliate Of The Primary Investor [Member] | Customer Contract [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Deferred fulfillment costs current | 500 | 500 | 1,400 | 600 | ||||
Contract with customers liabilities current | 1,400 | 1,400 | 4,600 | 7,400 | ||||
Contract with customer liability revenue recognized | 1,500 | $ 2,400 | 3,100 | $ 6,200 | 9,800 | 4,800 | ||
Cost of revenue relating to customer contracts recognized | $ 400 | $ 1,100 | $ 1,200 | $ 2,700 | $ 4,300 | $ 2,100 | ||
Executive Officer [Member] | Partial Recourse Secured Promissory Note [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Debt instrument face value | $ 9,900 | |||||||
Related party debt rate of interest percentage | 1.86% | |||||||
Percentage of the unpaid principal balance for which the related party is personally liable | 51.00% | |||||||
Restricted stock issued during the period shares | 1,191,872 |
Convertible Preferred Stock A_3
Convertible Preferred Stock And Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Oct. 16, 2019USD ($)shares | Oct. 09, 2019USD ($)shares | Jun. 28, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares |
Temporary Equity [Line Items] | ||||||
Proceeds from redeemable convertible preferred stock net | $ 162,811 | |||||
Cumulative amount raised redeemable convertible preferred stock | $ 227,300 | $ 227,300 | $ 227,300 | |||
Temporary equity into permanent equity conversion ratio | 1 | 1 | ||||
Temporary equity dividend rate percentage | 8.00% | 8.00% | ||||
Number of days within which dissolution shall occur from the date of announcement of liquidation event | 90 days | |||||
Series B Two Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity stock shares issued during the period shares | shares | 1,657,076 | 5,818,595 | 2,312,489 | 9,788,160 | ||
Temporary equity issue price per share | $ / shares | $ 17.8328 | |||||
Gross proceeds from redeemable convertible preferred stock | $ 29,600 | $ 103,800 | $ 41,200 | $ 174,600 | ||
Payment of stock issuance costs | 7,700 | |||||
Proceeds from redeemable convertible preferred stock net | $ 166,900 | |||||
Temporary equity par or stated value per share | $ / shares | $ 0.001 | |||||
Series B Two Redeemable Convertible Preferred Stock [Member] | Warrant [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Derivative liability non current | $ 4,100 | |||||
Series B Three Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Class of warrants or rights number of shares covered by the warrants or rights | shares | 1,903,647 | 1,903,647 | ||||
Class of warrants or rights exercise price | $ / shares | $ 11.5913 | $ 11.5913 | ||||
Class of warrants or rights warrants issuance costs | $ 200 | |||||
Class of warrants or rights maturity date | Jul. 5, 2029 |
Convertible Preferred Stock A_4
Convertible Preferred Stock And Stockholders' Equity - Summary of Convertible Preferred Stock authorized, issued and outstanding, and liquidation preference (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Authorized shares | 32,055,463 | 32,055,463 | 32,055,463 |
Shares issued | 28,207,674 | 28,207,674 | 28,207,674 |
Shares outstanding | 28,207,674 | 28,207,674 | 28,207,674 |
Liquidation preference | $ 239,447 | $ 239,447 | $ 239,447 |
Series A | |||
Authorized shares | 2,212,389 | 2,212,389 | 2,212,389 |
Shares issued | 2,212,389 | 2,212,389 | 2,212,389 |
Shares outstanding | 2,212,389 | 2,212,389 | 2,212,389 |
Liquidation preference | $ 500 | $ 500 | $ 500 |
Series A-1 | |||
Authorized shares | 2,403,846 | 2,403,846 | 2,403,846 |
Shares issued | 2,403,846 | 2,403,846 | 2,403,846 |
Shares outstanding | 2,403,846 | 2,403,846 | 2,403,846 |
Liquidation preference | $ 2,500 | $ 2,500 | $ 2,500 |
Series A-2 | |||
Authorized shares | 4,118,126 | 4,118,126 | 4,118,126 |
Shares issued | 4,118,126 | 4,118,126 | 4,118,126 |
Shares outstanding | 4,118,126 | 4,118,126 | 4,118,126 |
Liquidation preference | $ 11,098 | $ 11,098 | $ 11,098 |
Series A-3 | |||
Authorized shares | 785,056 | 785,056 | 785,056 |
Shares issued | 785,056 | 785,056 | 785,056 |
Shares outstanding | 785,056 | 785,056 | 785,056 |
Liquidation preference | $ 1,058 | $ 1,058 | $ 1,058 |
Series A-4 | |||
Authorized shares | 710,321 | 710,321 | 710,321 |
Shares issued | 710,321 | 710,321 | 710,321 |
Shares outstanding | 710,321 | 710,321 | 710,321 |
Liquidation preference | $ 1,531 | $ 1,531 | $ 1,531 |
Series B | |||
Authorized shares | 5,385,474 | 5,385,474 | 5,385,474 |
Shares issued | 5,385,474 | 5,385,474 | 5,385,474 |
Shares outstanding | 5,385,474 | 5,385,474 | 5,385,474 |
Liquidation preference | $ 24,100 | $ 24,100 | $ 24,100 |
Series B-1 | |||
Authorized shares | 2,804,302 | 2,804,302 | 2,804,302 |
Shares issued | 2,804,302 | 2,804,302 | 2,804,302 |
Shares outstanding | 2,804,302 | 2,804,302 | 2,804,302 |
Liquidation preference | $ 24,110 | $ 24,110 | $ 24,110 |
Series B-2 | |||
Authorized shares | 11,732,302 | 11,732,302 | 11,732,302 |
Shares issued | 9,788,160 | 9,788,160 | 9,788,160 |
Shares outstanding | 9,788,160 | 9,788,160 | 9,788,160 |
Liquidation preference | $ 174,550 | $ 174,550 | $ 174,550 |
Series B-3 | |||
Authorized shares | 1,903,647 | 1,903,647 | 1,903,647 |
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 | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based Payment Arrangement, Expense | $ 5,309 | $ 316 | $ 29,488 | $ 1,259 | $ 6,021 | $ 12,034 |
Cost of sales [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based Payment Arrangement, Expense | 35 | 28 | 70 | 56 | 137 | 475 |
General and administrative [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based Payment Arrangement, Expense | 430 | (17) | 856 | 494 | 3,245 | 5,518 |
Sales and marketing [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based Payment Arrangement, Expense | 4,549 | 65 | 27,961 | 233 | 1,583 | 897 |
Research and development [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based Payment Arrangement, Expense | $ 295 | $ 240 | $ 601 | $ 476 | $ 1,056 | $ 5,144 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - Employee Stock [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average expected volatility | 55.00% | 55.00% |
Weighted average expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Weighted average risk-free interest rate | 0.57% | 2.00% |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summarizes Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options outstanding, Beginning balance | 5,952,337 | 3,509,214 | 3,509,214 | 3,513,759 | |
Options, granted | 0 | 0 | 2,957,409 | 1,077,900 | |
Options, exercised | 272,364 | 101,632 | 942,297 | ||
Options, Cancelled | 4,596 | ||||
Options, forfeited | 59,055 | 412,654 | 140,148 | ||
Options outstanding, Ending balance | 5,620,822 | 5,952,337 | 3,509,214 | 3,513,759 | |
Options, exercisable | 2,342,488 | 2,086,639 | |||
Options, vested or expected to vest | 5,620,822 | 5,952,337 | |||
Weighted-average exercise price outstanding, Beginning balance | $ 4.70 | $ 3.09 | $ 3.09 | $ 1.25 | |
Weighted-average exercise price, granted | 6.70 | 7.04 | |||
Weighted-average exercise price, exercised | 1.82 | 2.22 | 0.76 | ||
Weighted avg Exercise price, Cancelled | 3.65 | ||||
Weighted-average exercise price, forfeited | 3.59 | 5.99 | 3.07 | ||
Weighted-average exercise price outstanding, Ending balance | 4.85 | 4.70 | $ 3.09 | $ 1.25 | |
Weighted-average exercise price, exercisable | 2.71 | 1.91 | |||
Weighted-average exercise price, vested or expected to vest | $ 4.85 | $ 4.70 | |||
Weighted-average remaining contractual term outstanding | 7 days 19 hours | 8 years | 7 years 9 months 18 days | 7 years 10 months 24 days | |
Weighted-average remaining contractual term, exercisable | 6 years 1 month 6 days | 5 years 7 months 6 days | |||
Weighted-average remaining contractual term, vested or expected to vest | 7 years 9 months 18 days | 8 years | |||
Weighted-average remaining contractual term, Exercised | 2 years 10 months 24 days | ||||
Previously Reported [Member] | |||||
Options outstanding, Beginning balance | 5,956,837 | ||||
Options outstanding, Ending balance | 5,956,837 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Oct. 31, 2019 | Oct. 09, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Allocated share based compensation expense | $ 5,309 | $ 316 | $ 29,488 | $ 1,259 | $ 6,021 | $ 12,034 | |||
Share based compensation by share based payment award non vested options outstanding | 5,620,822 | 5,620,822 | 5,952,337 | 3,509,214 | 3,513,759 | ||||
Share based compensation by share based payment arrangement options granted during the period | 0 | 0 | 2,957,409 | 1,077,900 | |||||
Share based compensation by share based payment arrangement options granted during the period weighted average grant date fair value | $ 6.10 | $ 3.75 | |||||||
Share Based Compensation By Share Based Payment Arrangement Options Granted For Which Performance Conditions Have Not Yet Been Achieved | 500,044 | ||||||||
Share based compensation by share based payment arrangement aggregate instrinsic value of stock options exercised | $ 15,500 | $ 1,100 | $ 7,100 | ||||||
Tender Offer [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Allocated share based compensation expense | 10,600 | ||||||||
Shares issued price per share | $ 16.05 | ||||||||
Common stock shares offered to be purchased by the redeemable preferred stock holders | 3,616,930 | ||||||||
Number of shares tendered by the existing shareholders | 1,370,620 | ||||||||
Percentage Of The Outstanding Shares Eligible For Tender | 30.00% | ||||||||
General and administrative [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Allocated share based compensation expense | $ 430 | (17) | $ 856 | $ 494 | $ 3,245 | 5,518 | |||
Executive Officer [Member] | Restricted Stock Award Agreement [Member] | Service Based Condition In Respect Of Performance Based Restricted Stock [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Share based compensation by share based payment arrangement requisite service period | 4 years | 4 years | |||||||
Executive Officer [Member] | Partial Recourse Secured Promissory Note [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Restricted stock issued during the period shares | 1,191,872 | ||||||||
Shares issued price per share | $ 8.32 | ||||||||
Restricted Stock [Member] | Restricted Stock Award Agreement [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Share based compensation by share based payment arrangement equity instruments other than options vested | 248,307 | 248,307 | 173,815 | ||||||
Restricted stock shares forfeited | 0 | 0 | |||||||
Share based compensation by share based arrangement equity instruments other than optuions unrecognized compensation | $ 30,500 | $ 30,500 | $ 5,700 | ||||||
Restricted Stock [Member] | Restricted Stock Award Agreement [Member] | General and administrative [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Allocated share based compensation expense | $ 4,200 | (100) | $ 27,200 | 400 | $ 2,700 | $ 400 | |||
Stock Options Subject To Performance Vesting Conditions [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Share based compensation by share based payment award non vested options outstanding | 633,656 | 633,656 | 633,656 | ||||||
2013 Employee Stock Option And Stock Purchase Plan [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Share based compensation by share based payment arrangement number of shares authorized | 10,017,823 | 10,017,823 | 10,017,823 | 7,486,799 | |||||
Exercise price of stock options as a percentage of fair market value per share | $ 100 | $ 100 | |||||||
2013 Employee Stock Option And Stock Purchase Plan [Member] | Share-based Payment Arrangement, Option [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Allocated share based compensation expense | $ 1,200 | $ 300 | $ 2,400 | $ 800 | $ 3,300 | $ 1,100 | |||
Share based compensation by share based payment award unrecognized compensation options | $ 12,700 | $ 12,700 | $ 15,100 | $ 4,800 | |||||
Share based compensation by share based payment award weighted average period of recognition | 2 years 10 months 24 days | 3 years 4 months 24 days |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Asset Liability Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total Assets | $ 51,496 | $ 92,858 | $ 159,141 |
Total Liabilities | 21,371 | 3,047 | 4,272 |
Money Market funds in Cash and Cash Equivalents [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money Market funds in Cash and Cash Equivalents | 51,496 | 92,858 | 159,141 |
Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total Assets | 51,496 | 92,858 | 159,141 |
Level 1 [Member] | Money Market funds in Cash and Cash Equivalents [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money Market funds in Cash and Cash Equivalents | 51,496 | 92,858 | 159,141 |
Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total Liabilities | 21,371 | 3,047 | 4,272 |
Restricted Stock [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Restricted Stock and Warrants | 21,371 | 3,047 | 350 |
Restricted Stock [Member] | Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Restricted Stock and Warrants | $ 21,371 | $ 3,047 | 350 |
Warrant [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Restricted Stock and Warrants | 3,922 | ||
Warrant [Member] | Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Restricted Stock and Warrants | $ 3,922 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Change in Fair Value of Warrants and Restricted Stock (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Opening balance | $ 0 | $ 3,922 | $ 0 |
Change relating to vesting at original issuance price | 4,063 | ||
Change in fair value | (3,922) | (141) | |
Closing balance | 0 | 3,922 | |
Restricted Stock [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Opening balance | 3,047 | 350 | 0 |
Change relating to vesting at original issuance price | 775 | 2,098 | 350 |
Change in fair value | 26,385 | 599 | 0 |
Reclassification of restricted stock to equity | (8,836) | ||
Closing balance | $ 21,371 | $ 3,047 | $ 350 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Fair Value Measurement Inputs for Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Time to liquidity event (in years) | 3 years | ||
Average volatility rate | 55.00% | ||
Risk-free interest rate | 1.62% | ||
Warrant [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair Value of the underlying Instrument | $ 4.43 | ||
Warrant [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair Value of the underlying Instrument | 4.19 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair Value of the underlying Instrument | $ 58.60 | $ 8.32 | |
Average volatility rate | 55.00% | 55.00% | 55.00% |
Risk-free interest rate, minimum | 0.93% | 0.28% | 1.69% |
Risk-free interest rate, maximum | 1.27% | 0.93% | 1.72% |
Restricted Stock [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair Value of the underlying Instrument | $ 13.01 | ||
Exercise price | $ 9.48 | $ 9.48 | $ 9.34 |
Time to liquidity event (in years) | 7 years 1 month 6 days | 7 years 1 month 6 days | 6 years 3 months 18 days |
Restricted Stock [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair Value of the underlying Instrument | $ 6.70 | ||
Exercise price | $ 9.31 | $ 9.23 | $ 9.23 |
Time to liquidity event (in years) | 6 years 1 month 6 days | 5 years 7 months 6 days | 5 years 7 months 6 days |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 05, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Share-based Payment Arrangement, Expense | $ 5,309,000 | $ 316,000 | $ 29,488,000 | $ 1,259,000 | $ 6,021,000 | $ 12,034,000 | ||
Executive Officer [Member] | Partial Recourse Secured Promissory Note [Member] | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Restricted stock issued during the period shares | 1,191,872 | |||||||
Shares issued price per share | $ 8.32 | |||||||
Common Stock RAAC [Member] | Restricted Stock [Member] | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Share-based Payment Arrangement, Expense | 4,200,000 | 27,200,000 | ||||||
Warrants To Purchase Series B Three Redeemable Convertible Stock [Member] | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Class of warrants or rights number of securities called by the warrants or rights | 1,903,647 | |||||||
Class of warrants or rights exercise price per share | $ 11.5913 | |||||||
Class of warrants or rights term | 10 years | |||||||
Warrants To Purchase Series B Three Redeemable Convertible Stock [Member] | Non Attainment Of The Performance Based Milestones [Member] | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Financial liabilities at fair value | $ 0 | $ 0 | $ 0 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Benefits Due to the Losses Incurred (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Domestic | $ (57,683) | $ (49,510) |
Foreign | 45 | |
Total | $ (57,638) | $ (49,510) |
Income Taxes - Summary of Feder
Income Taxes - Summary of Federal Statutory Income Tax Rate (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||
Federal statutory rate | 21.00% | 21.00% | ||||
State rate, net of federal benefit | 4.10% | 4.70% | ||||
Change in valuation allowance | (30.00%) | (33.60%) | ||||
Tax credits generated | 5.90% | 6.50% | ||||
Stock-based compensation | (2.10%) | 1.60% | ||||
Warrant revaluation | 1.40% | 0.10% | ||||
Permanent differences | (0.20%) | (0.30%) | ||||
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Federal and state net operating carryforwards | $ 36,988 | $ 23,277 |
Research and development and other credits | 8,000 | 4,658 |
Stock-based compensation | 240 | 233 |
Deferred revenue | 228 | 95 |
Other | 1,262 | 1,166 |
Gross deferred tax assets | 46,718 | 29,429 |
Valuation allowance | (46,722) | (29,429) |
Net deferred tax assets | $ (4) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||||||
Percentage of increase the ownership of certain shareholders over the three year period | 50.00% | |||||
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Income tax | $ 0 | $ 0 | $ 0 | $ 0 | ||
Federal Tax Authority [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Operating loss carryforwards | $ 143,200,000 | 89,100,000 | ||||
Operating loss carryforwards, expiration year | 2038 | |||||
Federal Tax Authority [Member] | No Expiry Period [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Operating loss carryforwards | 126,300,000 | |||||
State and Local Jurisdiction [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Operating loss carryforwards | $ 105,800,000 | $ 69,600,000 | ||||
Operating loss carryforwards, expiration year | 2040 | |||||
Research Tax Credit Carryforward [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Tax credit carryforward, amount | $ 8,600,000 | |||||
Tax credit carryforward, expiration year | 2035 |
Segment Information - Summary o
Segment Information - Summary of Product by Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 4,503 | $ 2,752 | $ 8,468 | $ 29,028 | $ 34,835 | $ 7,972 |
US [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 2,929 | 292 | 5,334 | 22,792 | 25,020 | 3,193 |
Japan [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 1,574 | $ 2,460 | $ 3,134 | $ 6,236 | $ 9,815 | $ 4,779 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Feb. 29, 2020USD ($)ft² | Aug. 31, 2019 | Sep. 30, 2016 | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 28, 2018 |
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Lessee, operating lease, option to terminate | 2031 | 2031 | ||||||||
Operating Leases, Rent Expense | $ 0.5 | $ 0.4 | $ 1 | $ 1 | $ 2 | $ 1.3 | ||||
Area of land | ft² | 70,748 | |||||||||
Bedford [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Lessee, operating lease, option to terminate | 2031 | |||||||||
Lessee, operating lease, term of contract | 11 years | |||||||||
Lease incentive receivable | $ 1.4 | |||||||||
Lessee, operating lease, option to extend | five years | |||||||||
Bedford [Member] | Standby Letters of Credit [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Debt instrument, collateral amount | $ 1 | |||||||||
Sharpsburg [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Lessee, operating lease, term of contract | 5 years 3 months 10 days | |||||||||
Lessee, operating lease, option to extend | five-year | |||||||||
Lexington [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Lessee, operating lease, term of contract | 5 years | 3 years | ||||||||
Lessee, operating lease, option to extend | five-year |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Rental Commitments for Operating Leases with Non-cancellable Terms (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Remainder of 2021 | $ 1,052 | |
2021and 2022 | 1,601 | $ 2,020 |
2022 and 2023 | 1,462 | 1,601 |
2023 and 2024 | 1,504 | 1,462 |
2024 and 2025 | 1,473 | 1,504 |
2025 | 1,473 | |
Thereafter | 7,079 | 7,079 |
Total | $ 14,171 | $ 15,139 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jul. 21, 2021 | Jul. 15, 2021 | Feb. 23, 2021 | Oct. 31, 2019 | Jun. 30, 2021 |
Subsequent Event [Line Items] | |||||
Deferred transaction costs | $ 1,800,000 | ||||
Debt instrument, interest rate, stated percentage | 1.86% | ||||
Debt conversion | 1,191,872 | ||||
Business combination aggregate consideration to be payable to existing shareholders capped amount | $ 2,250,000,000 | ||||
Number of shares authorized to be repurchased | 174,243 | ||||
Promissory Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, face amount | $ 9,900,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Long-term purchase commitment, amount | $ 500,044 | ||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33.00% | ||||
Subsequent Event [Member] | RAAC [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance or sale of equity | $ 220,000,000 | ||||
Business acquisition, transaction costs | 27,400,000 | ||||
Subsequent Event [Member] | PIPE Investment [Member] | Class A Common Stock | |||||
Subsequent Event [Line Items] | |||||
Stock issued during period, value, acquisitions | $ 165,000,000 | ||||
Stock Price | $ 10 |