Document and Entity Information
Document and Entity Information - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001826681 | |
Entity Registrant Name | SARCOS TECHNOLOGY AND ROBOTICS CORPORATION | |
Entity File Number | 001-39897 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 650 South 500 West | |
Entity Address, Address Line Two | Suite 150 | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84101 | |
City Area Code | 888 | |
Local Phone Number | 927-7296 | |
Entity Tax Identification Number | 85-2838301 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 154.3 | |
Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | STRC | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Warrants to Purchase Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | STRCW | |
Title of 12(b) Security | Warrants to purchase Common Stock | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 25,368 | $ 35,159 |
Marketable securities | 69,352 | 79,337 |
Accounts receivable | 2,314 | 1,866 |
Unbilled receivables | 2,321 | 4,160 |
Inventories, net | 6,058 | 3,562 |
Prepaid expenses and other current assets | 5,046 | 5,015 |
Total current assets | 110,459 | 129,099 |
Property and equipment, net | 7,634 | 7,640 |
Intangible assets, net | 18,297 | 19,116 |
Operating lease assets | 10,989 | 11,283 |
Other non-current assets | 481 | 487 |
Total assets | 147,860 | 167,625 |
Liabilities, Current [Abstract] | ||
Accounts payable | 2,652 | 3,620 |
Accrued liabilities | 5,856 | 6,025 |
Current operating lease liabilities | 896 | 887 |
Total current liabilities | 9,404 | 10,532 |
Operating lease liabilities | 12,073 | 12,387 |
Other non-current liabilities | 651 | 256 |
Total liabilities | 22,128 | 23,175 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value, 990,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 154,282,881 and 154,252,704 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 15 | 15 |
Additional paid-in capital | 449,772 | 447,073 |
Accumulated other comprehensive gain (loss) | 42 | (17) |
Accumulated deficit | (324,097) | (302,621) |
Total stockholders' equity | 125,732 | 144,450 |
Total liabilities and stockholders' equity | $ 147,860 | $ 167,625 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 990,000,000 | 990,000,000 |
Common stock, shares issued | 154,282,881 | 154,252,704 |
Common stock, shares outstanding | 154,282,881 | 154,252,704 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue, net | $ 2,296,000 | $ 743,000 |
Operating expenses: | ||
Cost of revenue (exclusive of items shown separately below) | 1,786,000 | 488,000 |
Research and development | 9,403,000 | 5,881,000 |
General and administrative | 9,735,000 | 17,792,000 |
Sales and marketing | 3,741,000 | 2,211,000 |
Intangible amortization expense | 819,000 | 0 |
Total operating expenses | 25,484,000 | 26,372,000 |
Loss from operations | (23,188,000) | (25,629,000) |
Interest income, net | 1,099,000 | 11,000 |
(Loss) gain on warrant liability | (436,000) | 6,414,000 |
Other income, net | 1,049,000 | 2,000 |
Loss before income tax expense | (21,476,000) | (19,202,000) |
Income tax expense | 0 | 0 |
Net loss | $ (21,476,000) | $ (19,202,000) |
Net loss per share | ||
Basic net loss per share | $ (0.14) | $ (0.14) |
Diluted net loss per share | $ (0.14) | $ (0.14) |
Weighted-average shares used in computing net loss per share | ||
Weighted average shares outstanding, Basic | 152,827,729 | 137,908,690 |
Weighted average shares outstanding, Diluted | 152,827,729 | 137,908,690 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net loss | $ (21,476) | $ (19,202) |
Other comprehensive income: | ||
Change in unrealized gain on available-for-sale investments | 59 | |
Total other comprehensive income | 59 | |
Comprehensive loss | $ (21,417) | $ (19,202) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Common Stock Common Class A |
Beginning balance at Dec. 31, 2021 | $ 213,962 | $ 359,439 | $ (145,491) | $ 14 | |
Beginning balance (in Shares) at Dec. 31, 2021 | 137,722,658 | ||||
Stock-based compensation | 10,850 | 10,850 | |||
Common stock issued upon vesting of restricted stock awards and restricted stock units (in Shares) | 2,013,893 | ||||
Shares repurchased for payment of tax withholdings and other | (5,250) | (5,250) | |||
Shares repurchased for payment of tax withholdings and other (in Shares) | (793,888) | ||||
Exercise of stock options | 65 | 65 | |||
Exercise of stock options (in Shares) | 83,582 | ||||
Net loss | (19,202) | (19,202) | |||
Ending balance at Mar. 31, 2022 | 200,425 | 365,104 | (164,693) | $ 14 | |
Ending balance (in Shares) at Mar. 31, 2022 | 139,026,245 | ||||
Beginning balance at Dec. 31, 2022 | 144,450 | 447,073 | $ (17) | (302,621) | $ 15 |
Beginning balance (in Shares) at Dec. 31, 2022 | 154,252,704 | ||||
Stock-based compensation | 2,664 | 2,664 | |||
Common stock issued upon vesting of restricted stock awards and restricted stock units (in Shares) | 43,183 | ||||
Shares repurchased for payment of tax withholdings and other | 35 | 35 | |||
Shares repurchased for payment of tax withholdings and other (in Shares) | (13,006) | ||||
Other comprehensive gain | 59 | 59 | |||
Net loss | (21,476) | (21,476) | |||
Ending balance at Mar. 31, 2023 | $ 125,732 | $ 449,772 | $ 42 | $ (324,097) | $ 15 |
Ending balance (in Shares) at Mar. 31, 2023 | 154,282,881 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (21,476) | $ (19,202) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 2,664 | 10,850 |
Depreciation of property and equipment | 425 | 268 |
Amortization of intangible assets | 819 | 0 |
Change in fair value of warrant liability | 436 | (6,414) |
Amortization of investment discount | (694) | |
Changes in operating assets and liabilities | ||
Accounts receivable | (448) | (12) |
Unbilled receivable | 1,840 | 62 |
Inventories | (2,496) | 1 |
Prepaid expenses and other current assets | (32) | 2,233 |
Other non-current assets | 300 | 143 |
Accounts payable | (986) | 403 |
Accrued liabilities | (160) | (603) |
Other non-current liabilities | (314) | (181) |
Net cash used in operating activities | (20,122) | (12,452) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (400) | (514) |
Purchases of marketable securities | (29,262) | |
Maturities of marketable securities | 40,000 | |
Net cash provided by (used in) investing activities | 10,338 | (514) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 65 | |
Shares repurchased for payment of tax withholdings | (6) | (5,254) |
Payment of obligations under capital leases | (1) | (1) |
Net cash used in financing activities | (7) | (5,190) |
Net decrease in cash, cash equivalents | (9,791) | (18,156) |
Cash, cash equivalents at beginning of period | 35,159 | 217,114 |
Cash, cash equivalents at end of period | 25,368 | $ 198,958 |
Noncash Investing and Financing Items [Abstract] | ||
Purchases of property and equipment included in accounts payable at period-end | $ 58 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. Basis of Pr esentation and Summary of Significant Accounting Policies Description of the Business Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”), designs and produces highly-dexterous mobile robotic systems and solutions for use in dynamic and unstructured environments. Basis of Presentation and Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements as of March 31, 2023, are unaudited. The condensed consolidated balance sheet as of December 31, 2022, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2023. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. The Company’s fiscal year begins on January 1 and ends on December 31. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for fair financial statement presentation. All adjustments are of a normal recurring nature. Interim results are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2023 . Business Combination On September 24, 2021 (the “Closing Date”), the Company consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor Acquisition Corp. (“Rotor”), Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”) and Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 28, 2021 (the “Amendment” and the Original Merger Agreement, as amended, the “Merger Agreement”), by and among Rotor, Merger Sub and Old Sarcos. Pursuant to the terms of the Merger Agreement, the Business Combination between Rotor and Old Sarcos was effected through the merger of Merger Sub with and into Old Sarcos, with Old Sarcos continuing as the surviving corporation (the “Merger”) and a wholly-owned subsidiary of Rotor. On the Closing Date, Rotor changed its name from Rotor Acquisition Corp. to Sarcos Technology and Robotics Corporation. Immediately prior to the effective time of the Merger (the “Effective Time”), all issued and outstanding warrants to purchase shares of Class A common stock of Old Sarcos were net exercised and all issued and outstanding shares of preferred stock of Old Sarcos were converted into common stock of Old Sarcos (collectively, the “Old Sarcos Common Stock”). Pursuant to the terms of the Merger Agreement, at the Effective Time: • each outstanding share of Old Sarcos Common Stock, after giving effect to the conversion described above, was cancelled and converted into and became (i) the right to receive approximately 5.129222424 shares (the “Exchange Ratio”) of Common Stock of the Company, par value $ 0.0001 per share (the “Common Stock”), rounded down to the nearest whole share plus (ii) the contingent right to receive a portion of additional shares of Common Stock upon achievement of certain milestones (the “Contingent Merger Consideration”), as described below; and • the outstanding options, restricted stock units (“RSUs”) and restricted stock award (“RSA”) of Old Sarcos, whether vested or unvested, were assumed by the Company and converted into options, RSUs and RSA of the Company; In addition, each holder of Old Sarcos capital stock (including the Old Sarcos RSA) was entitled to a right to Contingent Merger Consideration at the Closing Date in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 22,000,000 shares (the “PIPE Shares”) of Common Stock at a price of $ 10.00 per share, for an aggregate purchase price of $ 220.0 million (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of April 5, 2021. On September 27, 2021, the Common Stock and warrants of Sarcos Technology and Robotics Corporation (formerly those of Rotor Acquisition Corp.), ceased trading on the New York Stock Exchange and began trading on The Nasdaq Global Market (“Nasdaq”) as “STRC” and “STRCW”, respectively. On April 25, 2022, the Company acquired RE2, Inc., (“RE2”) a Pittsburgh, PA based developer of autonomous and teleoperated mobile robotic systems for use in the aviation, construction, defense, energy, and medical industries. The results presented herein include the activity of RE2 from the acquisition date through March 31, 2023. The Company's results do not include RE2’s financial information prior to the acquisition . For further detail see Note 4. Summary of Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the annual consolidated financial statements for the year ended December 31, 2022 that have had a material impact on the Company’s condensed consolidated financial statements and related notes. Liquidity and Capital Resources Cash, cash equivalents and marketable securities were $ 94.7 million as of March 31, 2023, compared to $ 114.5 million as of December 31, 2022. The Company has historically incurred losses and negative cash flows from operations. As of March 31, 2023, the Company also had an accumulated deficit of approximately $ 324.1 million and working capital of $ 101.1 million . These financial statements have been prepared in accordance with GAAP and this basis assumes the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s main sources of liquidity have been cash generated by equity offerings and debt. The Company’s primary use of cash is for operations and administrative activities including employee-related expenses, and general, operating and overhead expenses. Future capital requirements will depend on many factors, including the Company’s timing and extent of development efforts, the expansion of sales and marketing activities, customer growth rate, customer retention, the introduction of new and enhanced product offerings and market acceptance of the Company’s products. The Company believes it has sufficient financial resources for at least the next 12 months from the date of this Report. Revenue Recognition The Company recognizes revenue from the sale of its products and from the delivery of goods and services arising out of its contractual arrangements to provide product development contract services that are funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: (1) Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights and obligations regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Contract modifications may include changes in scope of work, and/or the period of completion of the project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract. (2) Identify the performance obligations in the contract: The Company enters into contracts that can include combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation if the majority of tasks and services form a single project or capability. Determining whether products or services are considered distinct performance obligations that should be accounted for separately may require significant judgment. (3) Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, the Company will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include any significant financing components because the timing of the transfer of the underlying products and services under contract are at the customer's discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected from customers and remitted to governmental authorities are not included in revenue. (4) Allocate the transaction price to performance obligations in the contract: Once the Company has determined the transaction price, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the good(s) or service(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. The standalone selling price represents the amount the Company would sell the good(s) or service(s) to a customer on a standalone basis. For government contracts, the Company uses expected cost plus a margin as the standalone selling price. Because the Company's contract pricing with government customers is generally based on expected cost plus margin, the standalone selling price of the good(s) or service(s) in the Company's contracts with government customers are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s) with observable standalone sale transactions, the observable standalone sales transactions are used to determine the standalone selling price. (5) Recognize revenue when or as the Company satisfies a performance obligation : For each performance obligation identified, the Company determines at contract inception whether it satisfies the performance obligation over time or at a point in time. For performance obligations satisfied over time, revenue is recognized as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performance obligations, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services. Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue. Revenue from Contracts with Customers The Company derives its revenue from two sources. First, the Company enters into research and development agreements primarily relating to the commercialization of the Company’s products. Second, the Company sells its products and related parts and repair services. Product development contract revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts. Product revenue primarily consists of sales of the Company’s products. Product Development Contract Revenue Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of the Company's robotics systems and related technology. Cost-type contracts are generally entered into with the U.S. government. These contracts are billed at cost plus a margin as defined by the contract and the Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under government contracts. Revenue on cost-type contracts is recognized over time as goods and services are provided. Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotic platforms. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. To the extent the Company’s actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. The Company will recognize losses at the contract level in earnings in the period in which they are incurred. Product Revenue Product revenue relates to sales of the Company’s commercially available products, and certain miscellaneous parts, accessories and repair services. The Company provides a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performance obligations. Product revenue is recognized at the point in time when ownership of the goods is transferred, generally at the time of shipment to the customer. At the time product revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The revenue recognized for Product Development Contract Revenue and Product Revenue was as follows: For the three months ended March 31, (In thousands) 2023 2022 Product Development Contract Revenue $ 2,296 $ 733 Product Revenue — 10 Revenue, net $ 2,296 $ 743 Contract Balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables, contract assets and deferred revenue in the Company’s condensed consolidated balance sheets. Cash funds received in excess of revenue recognized that is contingent upon the satisfaction of performance obligations is accounted for as deferred revenue. Contract assets include unbilled receivables which are amounts resulting from timing differences between revenue recognition and billing in accordance with agreed-upon contractual terms, which typically occur subsequent to revenue being recognized. The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenue are as follows: (In thousands) Accounts receivable Unbilled receivable Contract assets Contract assets Ending Balance as of December 31, 2022 $ 1,866 $ 4,160 $ 62 $ 11 Increase/(decrease), net 448 ( 1,839 ) 48 ( 10 ) Ending Balance as of March 31, 2023 $ 2,314 $ 2,321 $ 110 $ 1 The Company recorded its current contract assets, long-term contract assets and current deferred revenue within prepaid expenses and other current assets, other non-current assets and accrued liabilities, respectively. During the three months ended March 31, 2023 and 2022, the Company did no t recognize any revenue related to deferred revenue which existed at December 31, 2022 and 2021, respectively. Remaining Performance Obligations As of March 31, 2023 , the Company had backlog, or revenue related to remaining performance obligations, of $ 3.8 million, the Company expects most of this backlog to be recognized over the next 12 months . Recently Adopted Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The new standard requires financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The Company adopted ASU 2016-13 on January 1, 2023 . The adoption of ASU 2016-13 did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 2. Fair Value Measurements ASC Topic 820, Fair Value Measurement, defines fair value as the exchange price that would be received for an asset, or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1—Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2—Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable. Level 3—Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as an option pricing model, discounted cash flow or similar technique. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis On a recurring basis, the Company measures certain of its financial assets and liabilities at fair value. The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs: As of March 31, 2023 (In thousands) Level 1 Level 2 Level 3 Total Assets: Marketable securities: U.S. treasury securities $ 69,352 $ — $ — $ 69,352 Total assets $ 69,352 $ — $ — $ 69,352 Liabilities: Warrant liability $ — $ 648 $ — $ 648 Total liabilities $ — $ 648 $ — $ 648 As of December 31, 2022 (In thousands) Level 1 Level 2 Level 3 Total Assets: Marketable securities: U.S. treasury securities $ 79,337 $ — $ — $ 79,337 Total assets $ 79,337 $ — $ — $ 79,337 Liabilities: Warrant liability $ — $ 253 $ — $ 253 Total liabilities $ — $ 253 $ — $ 253 As of March 31, 2023 , the Company held $ 69.4 million of available-for-sale debt securities with maturity dates within one year. The fair value of the Company's available-for-sale debt securities approximates their amortized cost basis. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying amounts of accounts payable and accrued expenses approximate their fair values because of the relatively short periods until they are required to be settled. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 3. Balance Sheet Components Inventories, Net Inventories, net consist of the following: (In thousands) March 31, 2023 December 31, 2022 Raw materials $ 3,256 $ 2,081 Work-in-process 1,261 180 Finished goods, net 1,541 1,301 Total inventories, net $ 6,058 $ 3,562 The Company had inventory reserves of $ 0.4 million as of March 31, 2023 and December 31, 2022. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: (In thousands) March 31, 2023 December 31, 2022 Prepaid insurance $ 2,359 $ 3,420 Software 1,562 1,191 Other prepaid expenses and assets 1,125 404 Total prepaid expenses and other current assets $ 5,046 $ 5,015 Property and Equipment, Net Property and equipment, net consist of the following: (In thousands) March 31, 2023 December 31, 2022 Robotics and manufacturing equipment $ 1,954 $ 1,610 Leasehold improvements 4,458 4,442 Computer equipment 1,772 1,719 Financed leased computer equipment 271 271 Software 389 389 Furniture and fixtures, and other fixed assets 1,841 1,835 Property and equipment, gross 10,685 10,266 Accumulated depreciation ( 3,051 ) ( 2,626 ) Property and equipment, net $ 7,634 $ 7,640 Depreciation expenses were $ 0.4 million and $ 0.3 million , for the three months ended March 31, 2023 and 2022, respectively. Accrued Liabilities Accrued liabilities consist of the following: (In thousands) March 31, 2023 December 31, 2022 Payroll and related costs $ 2,752 $ 4,271 Other accrued expenses and current liabilities 3,104 1,754 Total accrued liabilities $ 5,856 $ 6,025 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 4. Acquisitions On April 25, 2022, the Company acquired RE2, Inc. a Pittsburgh, PA based developer of autonomous and teleoperated mobile robotic systems. This acquisition significantly increased our engineering team and added additional products and target markets to the Company’s total addressable market. The aggregate consideration transferred was $ 90.1 million, of which $ 30.7 million was paid in cash, $ 44.0 million was comprised of 9,372,674 shares of common stock and $ 15.4 million was comprised of assumed options to purchase 3,877,039 shares of common stock. Additionally, 1,400,000 shares of common stock were issued with a fair value of $ 6.6 million at the time of grant. These shares are subject to risk of forfeiture which lapses in full four years after the acquisition date. These shares were excluded from the consideration transferred and are being recorded as stock-based compensation expense. The acquisition was accounted for as a business combination and the total purchase consideration was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date and the excess was recorded as goodwill. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the issuance date of these consolidated financial statements and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. As of March 31, 2023, the primary areas that remain preliminary relate to the valuation of certain intangible items and various tax implications resulting from the acquisition. The following table presents the preliminary purchase consideration allocation recorded in the Company’s consolidated balance sheet as of the acquisition date: (in thousands) Amount Cash and cash equivalents $ 981 Accounts receivable 821 Unbilled receivables 1,968 Inventories 465 Prepaid expenses and other current assets 253 Property and equipment 1,084 Intangible assets 21,300 Goodwill 70,236 Operating lease assets 1,486 Other non-current assets 21 Accounts payable ( 822 ) Accrued liabilities ( 2,334 ) Current operating lease liabilities ( 458 ) Operating lease liabilities ( 1,028 ) Deferred tax liabilities ( 3,895 ) Total acquisition consideration $ 90,078 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands): (in thousands) Amounts Weighted Average Useful Life (in years) Trade name and trademarks $ 1,000 6 Developed technology 9,600 5 Customer relationships 10,700 9 Total intangible assets $ 21,300 7 Goodwill represents the future economic benefits arising from other assets that could not be individually identified and separately recognized, such as the acquired assembled workforce and synergies expected to be achieved from the integration of RE2. Goodwill is not deductible for tax purposes. The results of operations of RE2 from the date of acquisition have been included in the Company’s consolidated financial statements. Pro forma revenue and results of operations have not been presented because the historical results of RE2 are not material to the Company’s consolidated financial statements in any period presented. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill As a result of sustained decreases in the Company’s publicly quoted share price during the fourth quarter of 2022, the Company conducted an analysis of its goodwill as of December 31, 2022, and performed a quantitative goodwill impairment assessment. Based on the Company's quantitative goodwill impairment assessment, it concluded that the carrying value of its reporting unit exceeded its fair value and that all of its goodwill was fully impaired as of December 31, 2022. Acquired Intangible Assets Acquired intangible assets, net consisted of the following: March 31, 2023 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life Trade name and trademarks $ 1,000 $ 153 $ 847 5.1 Developed technology 9,600 1,760 7,840 4.1 Customer relationships 10,700 1,090 9,610 8.1 Total $ 21,300 $ 3,003 $ 18,297 The Company recor ded $ 0.8 million of a mortization expense during the three months ended March 31, 2023 , which was recorded as intangible amortization expense in the condensed consolidated statement of operations. There was no amortization expense during the three months ended March 31, 2022 . There was no impairment of intangible assets recorded for the three months ended March 31, 2023 and 2022. As of March 31, 2023, future amortization expense related to acquired intangible assets was as follows: (In thousands) Amortization Expense 2023 $ 2,457 2024 3,276 2025 3,276 2026 3,276 2027 1,996 2028 and thereafter 4,016 Total $ 18,297 |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Reverse Recapitalization | 6. Reverse Recapitalization Pursuant to ASC 805, Business Combinations , the Business Combination was accounted for as a reverse recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Old Sarcos was deemed the accounting acquirer (and legal acquiree) and Rotor was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the reverse recapitalization was treated as the equivalent of Old Sarcos issuing stock for the net assets of Rotor, accompanied by a recapitalization. The net assets of Rotor are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities, and results of operations prior to the Merger are those of Old Sarcos. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Merger, have been retroactively restated as shares reflecting the Exchange Ratio. Earn-Out Shares Each holder of Old Sarcos capital stock is entitled to Contingent Merger Consideration following the closing of the Business Combination in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock (the “Earn-Out Shares”). The Earn-Out Shares will become payable as follows: • 14,062,500 shares of Common Stock of the Company in the aggregate if the closing share price of a share of Common Stock of the Company is equal to or exceeds $ 15.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing Date and ending on the fourth anniversary of the Closing Date. • 14,062,500 shares of Common Stock of the Company if the closing share price of a share of Common Stock of the Company is equal to or exceeds $ 20.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing Date and ending on the fifth anniversary of the Closing Date. The Earn-Out Shares issuable to holders of Old Sarcos capital stock are accounted for as equity-linked instruments and recorded in additional paid-in capital, and the Earn-Out Shares issuable to holders of Old Sarcos capital stock subject to restricted stock awards are accounted for as share-based compensation. The Earn-Out Shares are treated as equity-linked instruments as opposed to shares outstanding, and as such are not included in shares outstanding on the Company’s condensed consolidated balance sheets. As of March 31, 2023 , there remained 28,125,000 Earn-Out Shares potentially issuable . |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Warrants | 7 . Warrants On January 20, 2021, Rotor consummated the initial public offering (“IPO”) of 27,600,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option. Each Unit included one share of Class A Common Stock and one half of one warrant (the “Public Warrants”). Simultaneously with the closing of the IPO, Rotor consummated the sale of 7,270,000 warrants (the “Private Placement Warrants”) in a private placement to Rotor Sponsor LLC (the “Sponsor”), an affiliate of Rotor’s officers and directors, and certain funds and accounts managed by two qualified institutional buyers. At the Closing Date, Old Sarcos acquired the net liabilities from Rotor, including the Public Warrants, that were recorded as equity instruments, and the Private Placement Warrants, that were recorded as warrant liabilities (together the “Warrants”). Each whole Warrant entitles the registered holder to purchase one share of the Company's Common Stock at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing on January 20, 2022, provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering the shares of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement (the “Warrant Agreement”) entered into between Continental Stock Transfer & Trust Company and Rotor and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder. Pursuant to the Warrant Agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of the Company's Common Stock. The Warrants will expire five years after the completion of the Business Combination, or September 24, 2026 , at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. As of March 31, 2023, there were outstanding Warrants to purchase 20,549,453 shares of Common Stock. The Company will not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable, and the Company will not be obligated to issue a share of Common Stock upon exercise of a Warrant unless the share of the Company's Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. If the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event a registration statement is not effective for the exercised Warrants, the purchaser in the Rotor IPO of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of the Company's Common Stock underlying such Unit. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees, subject to certain exceptions. The initial purchasers or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Redemption of Warrants When the Price per Share of the Company's Common Stock Equals or Exceeds $ 18.00 . Once the Warrants become exercisable, the Company may call the Warrants for redemption: • in whole and not in part; • at a price of $ 0.01 per Warrant; • upon not less than 30 days ’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and • if, and only if, the last reported sale price of the shares of the Company's Common Stock for any 20 trading days within a 30 -trading day period commencing after the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Warrant holders (which is referred to as the “Reference Value”) equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the Warrants unless an effective registration statement under the Securities Act covering the shares of the Company's Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of the Company's Common Stock is available throughout the 30-day redemption period. Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $ 10.00 . Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants if the Company does not utilize this redemption provision): • in whole and not in part; • at $ 0.10 per Warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company's Common Stock; • if, and only if, the Reference Value (as defined above) equals or exceeds $ 10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its Warrants) as the outstanding Public Warrants, as described above. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 8. Stock-based Compensation 2021 Stock Plan On September 15, 2021, the stockholders of the Company approved the Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan (the “2021 Plan”), and on the Closing Date, the 2021 Plan was approved by the board of directors. The 2021 Plan provides stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. In general, these awards vest over one to four years and, in the case of options, are exercisable up to 10 years from the date of grant. The maximum number of shares of Common Stock that may be issued pursuant to the 2021 Plan is (i) 30.0 million shares of Common Stock of the Company plus (ii) any shares of Common Stock subject to stock options and other awards that were assumed in the Business Combination and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 12.8 million shares of Common Stock. As of March 31, 2023 , 9.7 million shares were available to grant under the 2021 Plan. 2015 Stock Plan The Old Sarcos 2015 Equity Incentive Plan (the “2015 Plan”) provided stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. These awards generally vest over three to five years and are exercisable up to 10 years from the date of grant. Unvested options are forfeited upon termination. Following the closing of the Business Combination, no further awards may be made under the 2015 Plan. Any forfeited awards will be added to the 2021 Plan . RE2 Stock Plans In connection with the acquisition of RE2, the Company assumed the outstanding stock plans and certain outstanding stock options of RE2. These stock options are governed by the plans and agreements under which they were originally issued, but are now exercisable for shares of Common Stock. Stock Option Activity The following summarizes the Compa ny’s stock option activity for the three months ended March 31, 2023: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding – December 31, 2022 14,263,165 $ 2.80 7.1 $ 698 Granted 10,046,677 0.47 Cancelled ( 586,561 ) 2.29 Outstanding – March 31, 2023 23,723,281 $ 1.83 8.2 $ 536 Exercisable – December 31, 2022 8,489,185 $ 1.58 5.8 $ 698 Exercisable – March 31, 2023 8,378,704 $ 1.70 5.6 $ 488 Restricted Stock Units Activity The following summarizes the Company’s RSU activity for the three months ended March 31, 2023: Restricted Stock Units Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2022 3,614,708 $ 3.91 Granted 5,643,844 0.47 Released ( 43,183 ) 7.04 Cancelled ( 65,698 ) 3.71 Outstanding – March 31, 2023 9,149,671 $ 1.77 Stock-Based Compensation Expense The Company recognized stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss as follows: For the three months ended March 31, (In thousands) 2023 2022 Cost of revenue $ 7 $ 14 Research and development 210 155 Sales and marketing 207 132 General and administrative 2,240 10,549 Total stock-based compensation expense $ 2,664 $ 10,850 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2023 and 2022: For the three months ended March 31, (In thousands, except share and per share data) 2023 2022 Numerator: Net loss $ ( 21,476 ) $ ( 19,202 ) Denominator: Weighted average shares outstanding, basic and diluted 152,827,729 137,908,690 Basic and diluted net loss per share $ ( 0.14 ) $ ( 0.14 ) Anti-dilutive securities, excluded 82,947,405 62,564,533 As the Company incurred a net loss for the three months ended March 31, 2023 and 2022 , none of the outstanding dilutive share-based awards were included in the diluted share calculation as they would have been anti-dilutive. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes To determine the Company’s quarterly provision for income taxes, the Company used an estimated annual effective tax rate that is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. Certain significant unusual or infrequently occurring items that are separately reported are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter. The Company had no income tax expense for the three months ended March 31, 2023 and 2022, respectively. The provision for income taxes for the three months ended March 31, 2023 and 2022 is based on the Company’s estimated annualized effective tax rate for the fiscal years ending December 31, 2023 and 2022, respectively. For the three months ended March 31, 2023, the Company’s recognized effective tax rate differs from the U.S. federal statutory rate as the Company recorded net losses during the period with a corresponding full valuation allowance on the net deferred tax assets created from the losses. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Proceedings The Company has been and may in the future be involved in various claims, lawsuits, investigations and other proceedings in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiation, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. The Company has not recorded any material loss contingency related to legal proceedings in the balance sheet as of March 31, 2023 and December 31, 2022. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to investors, directors, officers, employees, customers or vendors with respect to certain matters, including losses arising out of the Company’s breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. As of March 31, 2023 and December 31, 2022, the Company has not accrued a liability for these indemnification obligations as the likelihood of incurring a material payment obligation in connection with these indemnification obligations is either not probable or not reasonably estimable due to the unique facts and circumstances involved. Unconditional Purchase Commitment As of March 31, 2023 , the Company has an unconditional purchase commitment of $ 4.0 million, which is related to operational expenses and all of which is expected to be settled during the year ended December 31, 2023. The Company expects this amount to be paid in two equal installments, one during each of the second and third quarters 2023. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 12. Segment Information The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The CODM does not evaluate profitability below the level of the consolidated company. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure. The Company’s revenue is derived primarily from U.S. customers. During the three months ended March 31, 2023, the Company h ad $ 0.7 million of revenue earned from customers located outside the United States. During the three months ended March 31, 2022, the Company had no material revenue earned from customers located outside the United States. All long-lived assets are maintained in the United States. All losses are attributable to operations within the United States. |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 13. Employee Benefits The Company has a defined contribution 401(k) plan covering substantially all employees as of March 31, 2023 . The plan allows employees to defer up to 100 % of their employment income (subject to annual contribution limits imposed by the I.R.S.) after all taxes and applicable benefit deductions. In April 2022 the Company began providing employees with 401(k) matching contributions. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of the Business | Description of the Business Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”), designs and produces highly-dexterous mobile robotic systems and solutions for use in dynamic and unstructured environments. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements as of March 31, 2023, are unaudited. The condensed consolidated balance sheet as of December 31, 2022, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2023. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. The Company’s fiscal year begins on January 1 and ends on December 31. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for fair financial statement presentation. All adjustments are of a normal recurring nature. Interim results are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2023 . |
Business Combination | Business Combination On September 24, 2021 (the “Closing Date”), the Company consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor Acquisition Corp. (“Rotor”), Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”) and Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 28, 2021 (the “Amendment” and the Original Merger Agreement, as amended, the “Merger Agreement”), by and among Rotor, Merger Sub and Old Sarcos. Pursuant to the terms of the Merger Agreement, the Business Combination between Rotor and Old Sarcos was effected through the merger of Merger Sub with and into Old Sarcos, with Old Sarcos continuing as the surviving corporation (the “Merger”) and a wholly-owned subsidiary of Rotor. On the Closing Date, Rotor changed its name from Rotor Acquisition Corp. to Sarcos Technology and Robotics Corporation. Immediately prior to the effective time of the Merger (the “Effective Time”), all issued and outstanding warrants to purchase shares of Class A common stock of Old Sarcos were net exercised and all issued and outstanding shares of preferred stock of Old Sarcos were converted into common stock of Old Sarcos (collectively, the “Old Sarcos Common Stock”). Pursuant to the terms of the Merger Agreement, at the Effective Time: • each outstanding share of Old Sarcos Common Stock, after giving effect to the conversion described above, was cancelled and converted into and became (i) the right to receive approximately 5.129222424 shares (the “Exchange Ratio”) of Common Stock of the Company, par value $ 0.0001 per share (the “Common Stock”), rounded down to the nearest whole share plus (ii) the contingent right to receive a portion of additional shares of Common Stock upon achievement of certain milestones (the “Contingent Merger Consideration”), as described below; and • the outstanding options, restricted stock units (“RSUs”) and restricted stock award (“RSA”) of Old Sarcos, whether vested or unvested, were assumed by the Company and converted into options, RSUs and RSA of the Company; In addition, each holder of Old Sarcos capital stock (including the Old Sarcos RSA) was entitled to a right to Contingent Merger Consideration at the Closing Date in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 22,000,000 shares (the “PIPE Shares”) of Common Stock at a price of $ 10.00 per share, for an aggregate purchase price of $ 220.0 million (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of April 5, 2021. On September 27, 2021, the Common Stock and warrants of Sarcos Technology and Robotics Corporation (formerly those of Rotor Acquisition Corp.), ceased trading on the New York Stock Exchange and began trading on The Nasdaq Global Market (“Nasdaq”) as “STRC” and “STRCW”, respectively. On April 25, 2022, the Company acquired RE2, Inc., (“RE2”) a Pittsburgh, PA based developer of autonomous and teleoperated mobile robotic systems for use in the aviation, construction, defense, energy, and medical industries. The results presented herein include the activity of RE2 from the acquisition date through March 31, 2023. The Company's results do not include RE2’s financial information prior to the acquisition . For further detail see Note 4. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the annual consolidated financial statements for the year ended December 31, 2022 that have had a material impact on the Company’s condensed consolidated financial statements and related notes. |
Liquidity and Capital Resources | Liquidity and Capital Resources Cash, cash equivalents and marketable securities were $ 94.7 million as of March 31, 2023, compared to $ 114.5 million as of December 31, 2022. The Company has historically incurred losses and negative cash flows from operations. As of March 31, 2023, the Company also had an accumulated deficit of approximately $ 324.1 million and working capital of $ 101.1 million . These financial statements have been prepared in accordance with GAAP and this basis assumes the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s main sources of liquidity have been cash generated by equity offerings and debt. The Company’s primary use of cash is for operations and administrative activities including employee-related expenses, and general, operating and overhead expenses. Future capital requirements will depend on many factors, including the Company’s timing and extent of development efforts, the expansion of sales and marketing activities, customer growth rate, customer retention, the introduction of new and enhanced product offerings and market acceptance of the Company’s products. The Company believes it has sufficient financial resources for at least the next 12 months from the date of this Report. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of its products and from the delivery of goods and services arising out of its contractual arrangements to provide product development contract services that are funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: (1) Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights and obligations regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Contract modifications may include changes in scope of work, and/or the period of completion of the project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract. (2) Identify the performance obligations in the contract: The Company enters into contracts that can include combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation if the majority of tasks and services form a single project or capability. Determining whether products or services are considered distinct performance obligations that should be accounted for separately may require significant judgment. (3) Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, the Company will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include any significant financing components because the timing of the transfer of the underlying products and services under contract are at the customer's discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected from customers and remitted to governmental authorities are not included in revenue. (4) Allocate the transaction price to performance obligations in the contract: Once the Company has determined the transaction price, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the good(s) or service(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. The standalone selling price represents the amount the Company would sell the good(s) or service(s) to a customer on a standalone basis. For government contracts, the Company uses expected cost plus a margin as the standalone selling price. Because the Company's contract pricing with government customers is generally based on expected cost plus margin, the standalone selling price of the good(s) or service(s) in the Company's contracts with government customers are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s) with observable standalone sale transactions, the observable standalone sales transactions are used to determine the standalone selling price. (5) Recognize revenue when or as the Company satisfies a performance obligation : For each performance obligation identified, the Company determines at contract inception whether it satisfies the performance obligation over time or at a point in time. For performance obligations satisfied over time, revenue is recognized as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performance obligations, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services. Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue. Revenue from Contracts with Customers The Company derives its revenue from two sources. First, the Company enters into research and development agreements primarily relating to the commercialization of the Company’s products. Second, the Company sells its products and related parts and repair services. Product development contract revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts. Product revenue primarily consists of sales of the Company’s products. Product Development Contract Revenue Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of the Company's robotics systems and related technology. Cost-type contracts are generally entered into with the U.S. government. These contracts are billed at cost plus a margin as defined by the contract and the Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under government contracts. Revenue on cost-type contracts is recognized over time as goods and services are provided. Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotic platforms. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. To the extent the Company’s actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. The Company will recognize losses at the contract level in earnings in the period in which they are incurred. Product Revenue Product revenue relates to sales of the Company’s commercially available products, and certain miscellaneous parts, accessories and repair services. The Company provides a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performance obligations. Product revenue is recognized at the point in time when ownership of the goods is transferred, generally at the time of shipment to the customer. At the time product revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The revenue recognized for Product Development Contract Revenue and Product Revenue was as follows: For the three months ended March 31, (In thousands) 2023 2022 Product Development Contract Revenue $ 2,296 $ 733 Product Revenue — 10 Revenue, net $ 2,296 $ 743 Contract Balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables, contract assets and deferred revenue in the Company’s condensed consolidated balance sheets. Cash funds received in excess of revenue recognized that is contingent upon the satisfaction of performance obligations is accounted for as deferred revenue. Contract assets include unbilled receivables which are amounts resulting from timing differences between revenue recognition and billing in accordance with agreed-upon contractual terms, which typically occur subsequent to revenue being recognized. The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenue are as follows: (In thousands) Accounts receivable Unbilled receivable Contract assets Contract assets Ending Balance as of December 31, 2022 $ 1,866 $ 4,160 $ 62 $ 11 Increase/(decrease), net 448 ( 1,839 ) 48 ( 10 ) Ending Balance as of March 31, 2023 $ 2,314 $ 2,321 $ 110 $ 1 The Company recorded its current contract assets, long-term contract assets and current deferred revenue within prepaid expenses and other current assets, other non-current assets and accrued liabilities, respectively. During the three months ended March 31, 2023 and 2022, the Company did no t recognize any revenue related to deferred revenue which existed at December 31, 2022 and 2021, respectively. Remaining Performance Obligations As of March 31, 2023 , the Company had backlog, or revenue related to remaining performance obligations, of $ 3.8 million, the Company expects most of this backlog to be recognized over the next 12 months . |
Recently Adopted and Issued Accounting Standard Pronouncements | Recently Adopted Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The new standard requires financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The Company adopted ASU 2016-13 on January 1, 2023 . The adoption of ASU 2016-13 did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of the Total Amount of Revenue for Each Such Customer | The revenue recognized for Product Development Contract Revenue and Product Revenue was as follows: For the three months ended March 31, (In thousands) 2023 2022 Product Development Contract Revenue $ 2,296 $ 733 Product Revenue — 10 Revenue, net $ 2,296 $ 743 |
Summary of Opening and Closing Balances of Our Accounts Receivable, Unbilled Receivables, Contract Assets and Deferred Revenue | The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenue are as follows: (In thousands) Accounts receivable Unbilled receivable Contract assets Contract assets Ending Balance as of December 31, 2022 $ 1,866 $ 4,160 $ 62 $ 11 Increase/(decrease), net 448 ( 1,839 ) 48 ( 10 ) Ending Balance as of March 31, 2023 $ 2,314 $ 2,321 $ 110 $ 1 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets and Liabilities Measured At Fair Value On Recurring Basis | The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs: As of March 31, 2023 (In thousands) Level 1 Level 2 Level 3 Total Assets: Marketable securities: U.S. treasury securities $ 69,352 $ — $ — $ 69,352 Total assets $ 69,352 $ — $ — $ 69,352 Liabilities: Warrant liability $ — $ 648 $ — $ 648 Total liabilities $ — $ 648 $ — $ 648 As of December 31, 2022 (In thousands) Level 1 Level 2 Level 3 Total Assets: Marketable securities: U.S. treasury securities $ 79,337 $ — $ — $ 79,337 Total assets $ 79,337 $ — $ — $ 79,337 Liabilities: Warrant liability $ — $ 253 $ — $ 253 Total liabilities $ — $ 253 $ — $ 253 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Inventories, Net | Inventories, Net Inventories, net consist of the following: (In thousands) March 31, 2023 December 31, 2022 Raw materials $ 3,256 $ 2,081 Work-in-process 1,261 180 Finished goods, net 1,541 1,301 Total inventories, net $ 6,058 $ 3,562 |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: (In thousands) March 31, 2023 December 31, 2022 Prepaid insurance $ 2,359 $ 3,420 Software 1,562 1,191 Other prepaid expenses and assets 1,125 404 Total prepaid expenses and other current assets $ 5,046 $ 5,015 |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consist of the following: (In thousands) March 31, 2023 December 31, 2022 Robotics and manufacturing equipment $ 1,954 $ 1,610 Leasehold improvements 4,458 4,442 Computer equipment 1,772 1,719 Financed leased computer equipment 271 271 Software 389 389 Furniture and fixtures, and other fixed assets 1,841 1,835 Property and equipment, gross 10,685 10,266 Accumulated depreciation ( 3,051 ) ( 2,626 ) Property and equipment, net $ 7,634 $ 7,640 |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: (In thousands) March 31, 2023 December 31, 2022 Payroll and related costs $ 2,752 $ 4,271 Other accrued expenses and current liabilities 3,104 1,754 Total accrued liabilities $ 5,856 $ 6,025 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Preliminary Purchase Consideration | The following table presents the preliminary purchase consideration allocation recorded in the Company’s consolidated balance sheet as of the acquisition date: (in thousands) Amount Cash and cash equivalents $ 981 Accounts receivable 821 Unbilled receivables 1,968 Inventories 465 Prepaid expenses and other current assets 253 Property and equipment 1,084 Intangible assets 21,300 Goodwill 70,236 Operating lease assets 1,486 Other non-current assets 21 Accounts payable ( 822 ) Accrued liabilities ( 2,334 ) Current operating lease liabilities ( 458 ) Operating lease liabilities ( 1,028 ) Deferred tax liabilities ( 3,895 ) Total acquisition consideration $ 90,078 |
Summary of Components of Identifiable Intangible Assets Acquired and their Estimated Useful Lives | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands): (in thousands) Amounts Weighted Average Useful Life (in years) Trade name and trademarks $ 1,000 6 Developed technology 9,600 5 Customer relationships 10,700 9 Total intangible assets $ 21,300 7 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Intangible Assets, Net | Acquired intangible assets, net consisted of the following: March 31, 2023 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life Trade name and trademarks $ 1,000 $ 153 $ 847 5.1 Developed technology 9,600 1,760 7,840 4.1 Customer relationships 10,700 1,090 9,610 8.1 Total $ 21,300 $ 3,003 $ 18,297 |
Summary of Future Amortization Expense Related to Acquired Intangible Assets | As of March 31, 2023, future amortization expense related to acquired intangible assets was as follows: (In thousands) Amortization Expense 2023 $ 2,457 2024 3,276 2025 3,276 2026 3,276 2027 1,996 2028 and thereafter 4,016 Total $ 18,297 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | The following summarizes the Compa ny’s stock option activity for the three months ended March 31, 2023: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding – December 31, 2022 14,263,165 $ 2.80 7.1 $ 698 Granted 10,046,677 0.47 Cancelled ( 586,561 ) 2.29 Outstanding – March 31, 2023 23,723,281 $ 1.83 8.2 $ 536 Exercisable – December 31, 2022 8,489,185 $ 1.58 5.8 $ 698 Exercisable – March 31, 2023 8,378,704 $ 1.70 5.6 $ 488 |
Summary of RSU and RSA Activity | The following summarizes the Company’s RSU activity for the three months ended March 31, 2023: Restricted Stock Units Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2022 3,614,708 $ 3.91 Granted 5,643,844 0.47 Released ( 43,183 ) 7.04 Cancelled ( 65,698 ) 3.71 Outstanding – March 31, 2023 9,149,671 $ 1.77 |
Schedule of Stock Based Compensation Expense | The Company recognized stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss as follows: For the three months ended March 31, (In thousands) 2023 2022 Cost of revenue $ 7 $ 14 Research and development 210 155 Sales and marketing 207 132 General and administrative 2,240 10,549 Total stock-based compensation expense $ 2,664 $ 10,850 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2023 and 2022: For the three months ended March 31, (In thousands, except share and per share data) 2023 2022 Numerator: Net loss $ ( 21,476 ) $ ( 19,202 ) Denominator: Weighted average shares outstanding, basic and diluted 152,827,729 137,908,690 Basic and diluted net loss per share $ ( 0.14 ) $ ( 0.14 ) Anti-dilutive securities, excluded 82,947,405 62,564,533 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Sep. 24, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Cash, cash equivalents and marketable securities | $ 94,700 | $ 114,500 | ||
Accumulated deficit | (324,100) | |||
Working capital | 101,100 | |||
Revenue, Remaining Performance Obligation, Amount | $ 3,800 | |||
Sale of per share price (in Dollars per share) | $ 0.0001 | |||
Earn-outs, up to an aggregate | 82,947,405 | 62,564,533 | ||
Common stock, shares issued | 154,282,881 | 154,252,704 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Right to receive exchange ratio of common stock | 5.12922% | |||
Deferred revenue, revenue recognized | $ 0 | |||
ASU 2016-13 [Member] | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | |||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||
PIPE Investor [Member] | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Common stock, shares issued | 22,000,000 | |||
Common stock, par value | $ 10 | |||
Aggregate purchase price | $ 220,000 | |||
Common Stock [Member] | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Earn-outs, up to an aggregate | 28,125,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) | Mar. 31, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-04-01 | |
Summaryof Significant Accounting Policies Details [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Summaryof Significant Accounting Policies Details [Line Items] | ||
Revenue, net | $ 2,296 | $ 743 |
Product Development Contract Revenue | ||
Summaryof Significant Accounting Policies Details [Line Items] | ||
Revenue, net | $ 2,296 | 733 |
Product Revenue | ||
Summaryof Significant Accounting Policies Details [Line Items] | ||
Revenue, net | $ 10 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Information about Contract Balances (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Accounts receivable | |
Opening Balance | $ 1,866 |
Increase/(decrease), net | 448 |
Ending Balance | 2,314 |
Unbilled receivable | |
Opening Balance | 4,160 |
Increase/(decrease), net | (1,839) |
Ending Balance | 2,321 |
Contract assets (current) | |
Opening Balance | 62 |
Increase/(decrease), net | 48 |
Ending Balance | 110 |
Contract assets (long-term) | |
Opening Balance | 11 |
Increase/(decrease), net | (10) |
Ending Balance | $ 1 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Assets and Liabilities Measured At Fair Value On Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Total assets | $ 69,352 | $ 79,337 |
Liabilities: | ||
Total liabilities | 648 | 253 |
U.S. Treasury securities | ||
Assets: | ||
Marketable securities | 69,352 | 79,337 |
Warrant Liability | ||
Liabilities: | ||
Total liabilities | 648 | 253 |
Fair Value, Inputs, Level 1 | ||
Assets: | ||
Total assets | 69,352 | 79,337 |
Fair Value, Inputs, Level 1 | U.S. Treasury securities | ||
Assets: | ||
Marketable securities | 69,352 | 79,337 |
Fair Value, Inputs, Level 2 | ||
Liabilities: | ||
Total liabilities | 648 | 253 |
Fair Value, Inputs, Level 2 | Warrant Liability | ||
Liabilities: | ||
Total liabilities | $ 648 | $ 253 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Fair Value Disclosures [Abstract] | |
Available-for-sale debt securities with maturity dates within one year | $ 69.4 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 3,256 | $ 2,081 |
Work-in-process | 1,261 | 180 |
Finished goods, net | 1,541 | 1,301 |
Total inventories, net | $ 6,058 | $ 3,562 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Inventory reserves | $ 400 | $ 400 | |
Depreciation | $ 425 | $ 268 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Prepaid Expenses And Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Balance Sheet Components [Line Items] | ||
Prepaid insurance | $ 2,359 | $ 3,420 |
Other prepaid expenses and assets | 1,125 | 404 |
Total prepaid expenses and other current assets | 5,046 | 5,015 |
Software | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Other assets | $ 1,562 | $ 1,191 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | $ 10,685 | $ 10,266 |
Accumulated depreciation | (3,051) | (2,626) |
Property and equipment, net | 7,634 | 7,640 |
Robotics and Manufacturing Equipment | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | 1,954 | 1,610 |
Leasehold Improvements | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | 4,458 | 4,442 |
Computer Equipment | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | 1,772 | 1,719 |
Financed Leased Computer Equipment | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | 271 | 271 |
Software | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | 389 | 389 |
Furniture and fixtures, and other fixed assets | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | $ 1,841 | $ 1,835 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Payroll and related costs | $ 2,752 | $ 4,271 |
Other accrued expenses and current liabilities | 3,104 | 1,754 |
Total accrued liabilities | $ 5,856 | $ 6,025 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - RE2, Inc. $ in Millions | Apr. 25, 2022 USD ($) shares |
Business Acquisition [Line Items] | |
Aggregate consideration transferred | $ 90.1 |
Cash consideration | 30.7 |
Business combination, common stock value | $ 44 |
Business combination, number of shares of common stock | shares | 9,372,674 |
Options to purchase common stock, value | $ 15.4 |
Options to purchase common stock | shares | 3,877,039 |
Shares of common stock issued | shares | 1,400,000 |
Business combination, fair value | $ 6.6 |
Common stock shares risk of forfeiture period | 4 years |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Purchase Consideration (Details) - RE2, Inc. $ in Thousands | Apr. 25, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 981 |
Accounts receivable | 821 |
Unbilled receivables | 1,968 |
Inventories | 465 |
Prepaid expenses and other current assets | 253 |
Property and equipment | 1,084 |
Intangible assets | 21,300 |
Goodwill | 70,236 |
Operating lease assets | 1,486 |
Other non-current assets | 21 |
Accounts payable | (822) |
Accrued liabilities | (2,334) |
Current operating lease liabilities | (458) |
Operating lease liabilities | (1,028) |
Deferred tax liabilities | (3,895) |
Total acquisition consideration | $ 90,078 |
Acquisitions - Summary of Compo
Acquisitions - Summary of Components of Identifiable Intangible Assets Acquired and their Estimated Useful Lives (Details) - RE2, Inc. $ in Thousands | Apr. 25, 2022 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 21,300 |
Intangible assets Weighted Average Useful Life (in years) | 7 years |
Trade Name and Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 1,000 |
Intangible assets Weighted Average Useful Life (in years) | 6 years |
Developed Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 9,600 |
Intangible assets Weighted Average Useful Life (in years) | 5 years |
Customer Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 10,700 |
Intangible assets Weighted Average Useful Life (in years) | 9 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Acquired Intangible Assets, Net (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 21,300 |
Accumulated Amortization | 3,003 |
Net Carrying Amount | 18,297 |
Trade Name and Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 1,000 |
Accumulated Amortization | 153 |
Net Carrying Amount | $ 847 |
Weighted Average Remaining Useful Life (in years) | 5 years 1 month 6 days |
Developed Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 9,600 |
Accumulated Amortization | 1,760 |
Net Carrying Amount | $ 7,840 |
Weighted Average Remaining Useful Life (in years) | 4 years 1 month 6 days |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 10,700 |
Accumulated Amortization | 1,090 |
Net Carrying Amount | $ 9,610 |
Weighted Average Remaining Useful Life (in years) | 8 years 1 month 6 days |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Future Amortization Expense Related to Acquired Intangible Assets (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 2,457 |
2024 | 3,276 |
2025 | 3,276 |
2026 | 3,276 |
2027 | 1,996 |
2028 and thereafter | 4,016 |
Net Carrying Amount | $ 18,297 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 819,000 | $ 0 |
Impairment of intangible assets | $ 0 | $ 0 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Business Acquisition [Line Items] | |
Contingent merger consideration earn-out shares remaining issuable | 28,125,000 |
Common Stock | |
Business Acquisition [Line Items] | |
Contingent merger consideration earn-out shares issuable | 28,125,000 |
Common Stock Price Per Share Equals Or Exceeds 15.00 Per Share | |
Business Acquisition [Line Items] | |
Contingent merger consideration earn-out shares issuable | 14,062,500 |
Earnout Price Per Share | $ / shares | $ 15 |
Earn-Out trading days | 20 days |
Earn-Out consecutive trading days | 30 days |
Common Stock Price Per Share Equals Or Exceeds 20.00 Per Share | |
Business Acquisition [Line Items] | |
Contingent merger consideration earn-out shares issuable | 14,062,500 |
Earnout Price Per Share | $ / shares | $ 20 |
Earn-Out trading days | 20 days |
Earn-Out consecutive trading days | 30 days |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | 3 Months Ended | |
Jan. 20, 2021 | Mar. 31, 2023 | |
Redemption of Warrants When Price Per Share Equals or Exceeds $18.00 Per Share | ||
Class of Warrant or Right [Line Items] | ||
Redemption of warrants price per share | $ 18 | |
Warrants price per share | $ 0.01 | |
Minimum period for written notice of redemption | 30 days | |
Consecutive trading days | 20 days | |
Consecutive trading days after commencement | 30 days | |
Trading days, description | if, and only if, the last reported sale price of the shares of the Company's Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Warrant holders (which is referred to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). | |
Redemption of warrants description | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and | |
Redemption of Warrants When Price Per Share Equals or Exceeds $18.00 Per Share | Minimum | ||
Class of Warrant or Right [Line Items] | ||
Warrants reference value per share | $ 18 | |
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share | ||
Class of Warrant or Right [Line Items] | ||
Redemption of warrants price per share | 10 | |
Warrants price per share | $ 0.10 | |
Minimum period for written notice of redemption | 30 days | |
Redemption of warrants description | at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company's Common Stock; | |
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share | Minimum | ||
Class of Warrant or Right [Line Items] | ||
Warrants reference value per share | $ 10 | |
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Warrants reference value per share | $ 18 | |
Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Shares of common stock per warrant | 1 | |
Warrant exercise price | $ 11.50 | |
Expiration date | Sep. 24, 2026 | |
Warrants outstanding | 20,549,453 | |
Warrant expiration term | 5 years | |
IPO | ||
Class of Warrant or Right [Line Items] | ||
Issuance of shares (in Shares) | 27,600,000 | |
Sale of warrants (in Shares) | 7,270,000 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2023 shares | |
2015 Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock - based compensation exercisable period | 10 years |
2015 Plan | Minimum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years |
2015 Plan | Maximum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years |
2021 Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock - based compensation exercisable period | 10 years |
Total number of shares | 30 |
Due to failure to vest, additional shares added | 12.8 |
Number of additional shares receivable upon achievement of earn-out targets | 9.7 |
2021 Plan | Minimum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year |
2021 Plan | Maximum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Options outstanding, beginning balance | 14,263,165 | |
Options granted | 10,046,677 | |
Options cancelled | (586,561) | |
Options outstanding, ending balance | 23,723,281 | 14,263,165 |
Options exercisable | 8,378,704 | 8,489,185 |
Options outstanding, weighted average exercise price, beginning balance | $ 2.80 | |
Options granted, weighted average exercise price | 0.47 | |
Options cancelled, weighted average exercise price | 2.29 | |
Options outstanding, weighted average exercise price, ending balance | 1.83 | $ 2.80 |
Options exercisable, weighted average exercise price | $ 1.70 | $ 1.58 |
Options outstanding, weighted average remaining contractual term | 8 years 2 months 12 days | 7 days 2 hours |
Options exercisable, weighted average remaining contractual term | 5 years 7 months 6 days | 5 years 9 months 18 days |
Options outstanding, aggregate intrinsic value | $ 536 | $ 698 |
Options exercisable, aggregate intrinsic value | $ 488 | $ 698 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, beginning balance | shares | 3,614,708 |
Number of shares, granted | shares | 5,643,844 |
Number of shares, released | shares | (43,183) |
Number of shares, cancelled | shares | (65,698) |
Number of shares, ending balance | shares | 9,149,671 |
Weighted average fair value, beginning balance | $ / shares | $ 3.91 |
Weighted average fair value, granted | $ / shares | 0.47 |
Weighted average fair value, released | $ / shares | 7.04 |
Weighted average fair value, cancelled | $ / shares | 3.71 |
Weighted average fair value, ending balance | $ / shares | $ 1.77 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,664 | $ 10,850 |
Cost of Revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 7 | 14 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 210 | 155 |
Sales and Marketing | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 207 | 132 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,240 | $ 10,549 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (21,476) | $ (19,202) |
Denominator: | ||
Weighted average shares outstanding, Basic | 152,827,729 | 137,908,690 |
Weighted average shares outstanding, Diluted | 152,827,729 | 137,908,690 |
Basic net loss per share | $ (0.14) | $ (0.14) |
Diluted net loss per share | $ (0.14) | $ (0.14) |
Anti-dilutive securities, excluded | 82,947,405 | 62,564,533 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Details [Line Items] | |
Unconditional purchase commitment | $ 4 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2023 USD ($) Segment | Mar. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segment | 1 | |
Number of operating segment | 1 | |
Non-US [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue earned from customers | $ | $ 700,000 | $ 0 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Maximum defer net employment income percentage | 100% | 100% |