Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39417 | |
Entity Registrant Name | Evolv Technologies Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4473840 | |
Entity Address, Address Line One | 500 Totten Pond Road | |
Entity Address, Address Line Two | 4th Floor | |
Entity Address, City or Town | Waltham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02451 | |
City Area Code | (781) | |
Local Phone Number | 374-8100 | |
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 | |
Entity Common Stock, Shares Outstanding | 144,623,576 | |
Entity Central Index Key | 0001805385 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | EVLV | |
Security Exchange Name | NASDAQ | |
Warrants to purchase one share of Class A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Class A common stock | |
Trading Symbol | EVLVW | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 218,499 | $ 307,492 |
Restricted cash | 400 | 400 |
Accounts receivable, net | 21,199 | 6,477 |
Inventory | 6,732 | 2,890 |
Current portion of contract assets | 5,291 | 1,459 |
Current portion of commission asset | 2,413 | 1,645 |
Prepaid expenses and other current assets | 20,223 | 10,757 |
Total current assets | 274,757 | 331,120 |
Restricted cash, noncurrent | 275 | 275 |
Contract assets, noncurrent | 1,524 | 3,418 |
Commission asset, noncurrent | 4,607 | 3,719 |
Property and equipment, net | 40,532 | 23,783 |
Operating lease right-of-use assets | 1,882 | 0 |
Other assets | 2,045 | 542 |
Total assets | 325,622 | 362,857 |
Current liabilities: | ||
Accounts payable | 11,139 | 6,045 |
Accrued expenses and other current liabilities | 8,884 | 9,551 |
Current portion of deferred revenue | 15,852 | 6,599 |
Current portion of deferred rent | 0 | 135 |
Current portion of long-term debt | 4,000 | 2,000 |
Current portion of operating lease liabilities | 1,106 | 0 |
Total current liabilities | 40,981 | 24,330 |
Deferred revenue, noncurrent | 9,234 | 2,475 |
Deferred rent, noncurrent | 0 | 333 |
Long-term debt, noncurrent | 4,959 | 7,945 |
Operating lease liabilities, noncurrent | 1,147 | 0 |
Contingent earn-out liability | 11,452 | 21,206 |
Contingently issuable common stock liability | 2,735 | 5,264 |
Public warrant liability | 6,733 | 11,030 |
Total liabilities | 77,241 | 72,583 |
Commitments and contingencies (Note 20) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 authorized at September 30, 2022 and December 31, 2021; no shares issued and outstanding at September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at September 30, 2022 and December 31, 2021; 144,434,717 and 142,745,021 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 14 | 14 |
Additional paid-in capital | 412,238 | 396,064 |
Accumulated other comprehensive income | 35 | 0 |
Accumulated deficit | (163,906) | (105,804) |
Stockholders’ equity | 248,381 | 290,274 |
Total liabilities and stockholders’ equity | $ 325,622 | $ 362,857 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,100,000,000 | 1,100,000,000 |
Common stock, shares issued | 144,434,717 | 142,745,021 |
Common stock, shares outstanding | 144,434,717 | 142,745,021 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Revenue: | $ 16,530 | $ 8,424 | $ 34,310 | $ 16,795 |
Cost of revenue: | ||||
Total cost of revenue | 16,305 | 4,957 | 32,635 | 12,151 |
Gross profit | 225 | 3,467 | 1,675 | 4,644 |
Operating expenses: | ||||
Research and development | 5,616 | 3,612 | 13,947 | 8,399 |
Sales and marketing | 11,746 | 10,024 | 33,169 | 17,756 |
General and administrative | 8,839 | 7,535 | 29,268 | 12,058 |
Loss from impairment of property and equipment | 626 | 1,656 | 1,038 | 1,656 |
Total operating expenses | 26,827 | 22,827 | 77,422 | 39,869 |
Loss from operations | (26,602) | (19,360) | (75,747) | (35,225) |
Other income (expense), net: | ||||
Interest expense | (188) | (295) | (489) | (5,952) |
Interest income | 1,052 | 0 | 1,611 | 0 |
Other expense, net | (57) | (669) | (57) | (669) |
Loss on extinguishment of debt | 0 | (865) | 0 | (12,685) |
Change in fair value of derivative liability | 0 | 475 | 0 | (1,745) |
Change in fair value of contingent earn-out liability | (7,245) | (32,609) | (9,754) | (32,609) |
Change in fair value of contingently issuable common stock liability | (1,081) | (5,718) | (2,529) | (5,718) |
Change in fair value of public warrant liability | (1,146) | 3,152 | 4,297 | 3,152 |
Change in fair value of common stock warrant liability | 0 | 42 | 0 | (879) |
Total other income (expense), net | 7,987 | 40,167 | 17,645 | 19,549 |
Net income (loss) attributable to common stockholders - basic | (18,615) | 20,807 | (58,102) | (15,676) |
Net income (loss) attributable to common stockholders - diluted | $ (18,615) | $ 21,278 | $ (58,102) | $ (15,676) |
Weighted average common shares outstanding | ||||
Weighted average common shares outstanding - basic (in shares) | 144,117,273 | 119,745,196 | 143,522,555 | 47,772,253 |
Weighted average common shares outstanding - diluted (in shares) | 144,117,273 | 153,936,436 | 143,522,555 | 47,772,253 |
Net income (loss) per share | ||||
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ (0.13) | $ 0.17 | $ (0.40) | $ (0.33) |
Net income (loss) per share attributable to common stockholders - diluted (in dollars per share) | $ (0.13) | $ 0.14 | $ (0.40) | $ (0.33) |
Net income (loss) | $ (18,615) | $ 20,807 | $ (58,102) | $ (15,676) |
Cumulative translation adjustment | 45 | 0 | 35 | 0 |
Total other comprehensive income | 45 | 0 | 35 | 0 |
Total comprehensive income (loss) | (18,570) | 20,807 | (58,067) | (15,676) |
Product revenue | ||||
Revenue: | ||||
Revenue: | 9,839 | 5,395 | 19,179 | 10,279 |
Cost of revenue: | ||||
Total cost of revenue | 12,960 | 2,967 | 23,513 | 7,386 |
Subscription revenue | ||||
Revenue: | ||||
Revenue: | 5,198 | 2,312 | 12,208 | 5,060 |
Cost of revenue: | ||||
Total cost of revenue | 2,207 | 1,277 | 5,730 | 3,080 |
Service revenue | ||||
Revenue: | ||||
Revenue: | 1,493 | 717 | 2,923 | 1,456 |
Cost of revenue: | ||||
Total cost of revenue | $ 1,138 | $ 713 | $ 3,392 | $ 1,685 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Private Placement | Convertible preferred stock (as converted to common stock) | Common Stock | Common Stock Private Placement | Additional Paid-in Capital | Additional Paid-in Capital Private Placement | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | |
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 77,340,057 | ||||||||
Balance at the beginning at Dec. 31, 2020 | $ 75,877 | |||||||||
Balance at the end (in shares) at Mar. 31, 2021 | [1] | 77,340,057 | ||||||||
Balance at the end at Mar. 31, 2021 | $ 75,877 | |||||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 9,846,830 | ||||||||
Balance at the beginning at Dec. 31, 2020 | (84,805) | $ 1 | $ 10,110 | $ 0 | $ (94,916) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 1,563,281 | ||||||||
Issuance of common stock upon net exercise of stock options | 455 | 455 | ||||||||
Stock-based compensation cost | 321 | 321 | ||||||||
Net loss | (13,506) | (13,506) | ||||||||
Issuance of warrant to purchase common stock | 1 | 1 | ||||||||
Balance at the end (in shares) at Mar. 31, 2021 | [1] | 11,410,111 | ||||||||
Balance at the end at Mar. 31, 2021 | $ (97,534) | $ 1 | 10,887 | 0 | (108,422) | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 77,340,057 | ||||||||
Balance at the beginning at Dec. 31, 2020 | $ 75,877 | |||||||||
Balance at the end (in shares) at Jun. 30, 2021 | [1] | 77,340,057 | ||||||||
Balance at the end at Jun. 30, 2021 | $ 75,877 | |||||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 9,846,830 | ||||||||
Balance at the beginning at Dec. 31, 2020 | (84,805) | $ 1 | 10,110 | 0 | (94,916) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (36,483) | |||||||||
Balance at the end (in shares) at Jun. 30, 2021 | [1] | 13,359,527 | ||||||||
Balance at the end at Jun. 30, 2021 | $ (119,226) | $ 1 | 12,172 | 0 | (131,399) | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 77,340,057 | ||||||||
Balance at the beginning at Dec. 31, 2020 | $ 75,877 | |||||||||
Balance at the end (in shares) at Sep. 30, 2021 | [1] | 0 | ||||||||
Balance at the end at Sep. 30, 2021 | $ 0 | |||||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 9,846,830 | ||||||||
Balance at the beginning at Dec. 31, 2020 | (84,805) | $ 1 | 10,110 | 0 | (94,916) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cumulative translation adjustment | 0 | |||||||||
Net loss | (15,676) | |||||||||
Balance at the end (in shares) at Sep. 30, 2021 | [1] | 142,335,990 | ||||||||
Balance at the end at Sep. 30, 2021 | $ 282,107 | $ 14 | 392,685 | 0 | (110,592) | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 77,340,057 | ||||||||
Balance at the beginning at Dec. 31, 2020 | $ 75,877 | |||||||||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | |||||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 9,846,830 | ||||||||
Balance at the beginning at Dec. 31, 2020 | $ (84,805) | $ 1 | 10,110 | 0 | (94,916) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (10,888) | |||||||||
Issuance of warrant to purchase common stock | 0 | |||||||||
Balance at the end (in shares) at Dec. 31, 2021 | [1] | 142,745,021 | ||||||||
Balance at the end at Dec. 31, 2021 | $ 290,274 | $ 14 | 396,064 | 0 | (105,804) | |||||
Balance at the beginning (in shares) at Mar. 31, 2021 | [1] | 77,340,057 | ||||||||
Balance at the beginning at Mar. 31, 2021 | $ 75,877 | |||||||||
Balance at the end (in shares) at Jun. 30, 2021 | [1] | 77,340,057 | ||||||||
Balance at the end at Jun. 30, 2021 | $ 75,877 | |||||||||
Balance at the beginning (in shares) at Mar. 31, 2021 | [1] | 11,410,111 | ||||||||
Balance at the beginning at Mar. 31, 2021 | (97,534) | $ 1 | 10,887 | 0 | (108,422) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 1,993,081 | ||||||||
Issuance of common stock upon net exercise of stock options | 202 | 202 | ||||||||
Stock-based compensation cost | 1,083 | 1,083 | ||||||||
Net loss | (22,977) | (22,977) | ||||||||
Issuance of warrant to purchase common stock | 0 | |||||||||
Repurchase of common stock upon settlement of related party note (in shares) | [1] | (43,665) | ||||||||
Balance at the end (in shares) at Jun. 30, 2021 | [1] | 13,359,527 | ||||||||
Balance at the end at Jun. 30, 2021 | $ (119,226) | $ 1 | 12,172 | 0 | (131,399) | |||||
Balance at the end (in shares) at Sep. 30, 2021 | [1] | 0 | ||||||||
Balance at the end at Sep. 30, 2021 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 311,722 | ||||||||
Issuance of common stock upon net exercise of stock options | 120 | 120 | ||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | [1] | 1,837 | ||||||||
Stock-based compensation cost | 3,124 | 3,124 | ||||||||
Cumulative translation adjustment | 0 | |||||||||
Net loss | 20,807 | 20,807 | ||||||||
Initial fair value of contingent earn-out liability recognized upon the closing of the Merger | (67,021) | (67,021) | ||||||||
Initial fair value of contingently issuable common stock liability recognized upon the closing of the Merger | (11,670) | (11,670) | ||||||||
Balance at the end (in shares) at Sep. 30, 2021 | [1] | 142,335,990 | ||||||||
Balance at the end at Sep. 30, 2021 | $ 282,107 | $ 14 | 392,685 | 0 | (110,592) | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | |||||||||
Balance at the beginning (in shares) at Dec. 31, 2021 | [1] | 142,745,021 | ||||||||
Balance at the beginning at Dec. 31, 2021 | $ 290,274 | $ 14 | 396,064 | 0 | (105,804) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 496,971 | ||||||||
Issuance of common stock upon net exercise of stock options | 226 | 226 | ||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | [1] | 80,044 | ||||||||
Stock-based compensation cost | 3,953 | 3,953 | ||||||||
Net loss | (13,801) | (13,801) | ||||||||
Balance at the end (in shares) at Mar. 31, 2022 | [1] | 143,322,036 | ||||||||
Balance at the end at Mar. 31, 2022 | $ 280,652 | $ 14 | 400,243 | 0 | (119,605) | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | |||||||||
Balance at the beginning (in shares) at Dec. 31, 2021 | [1] | 142,745,021 | ||||||||
Balance at the beginning at Dec. 31, 2021 | $ 290,274 | $ 14 | 396,064 | 0 | (105,804) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,278,014 | |||||||||
Cumulative translation adjustment | $ 35 | |||||||||
Net loss | (58,102) | |||||||||
Balance at the end (in shares) at Sep. 30, 2022 | [1] | 144,434,717 | ||||||||
Balance at the end at Sep. 30, 2022 | 248,381 | $ 14 | 412,238 | 35 | (163,906) | |||||
Balance at the beginning (in shares) at Mar. 31, 2022 | [1] | 143,322,036 | ||||||||
Balance at the beginning at Mar. 31, 2022 | 280,652 | $ 14 | 400,243 | 0 | (119,605) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 350,092 | ||||||||
Issuance of common stock upon net exercise of stock options | 157 | 157 | ||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | [1] | 157,867 | ||||||||
Stock-based compensation cost | 5,093 | 5,093 | ||||||||
Cumulative translation adjustment | (10) | (10) | ||||||||
Net loss | (25,686) | (25,686) | ||||||||
Balance at the end (in shares) at Jun. 30, 2022 | [1] | 143,829,995 | ||||||||
Balance at the end at Jun. 30, 2022 | 260,206 | $ 14 | 405,493 | (10) | (145,291) | |||||
Convertible Preferred Stock | ||||||||||
Conversion of convertible preferred stock into common stock in connection with the closing of the Merger (in shares) | (77,340,057) | |||||||||
Conversion of convertible preferred stock into common stock in connection with the closing of the Merger | $ (75,877) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 428,155 | ||||||||
Issuance of common stock upon net exercise of stock options | 188 | 188 | ||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | [1] | 176,567 | ||||||||
Stock-based compensation cost | 6,557 | 6,557 | ||||||||
Cumulative translation adjustment | 45 | 45 | ||||||||
Net loss | (18,615) | (18,615) | ||||||||
Conversion of convertible preferred stock into common stock in connection with the closing of the Merger (in shares) | [1] | 80,833,007 | ||||||||
Conversion of convertible preferred stock into common stock in connection with the closing of the Merger | 75,877 | $ 8 | 75,869 | |||||||
Issuance of common stock in connection with the closing of the Merger (in shares) | [1] | 10,391,513 | ||||||||
Issuance of common stock in connection with the closing of the Merger | 84,945 | $ 1 | 84,944 | |||||||
Issuance of common stock in connection with the consummation of the PIPE Investment (in shares) | [1] | 30,000,000 | ||||||||
Issuance of common stock in connection with the consummation of the PIPE Investment | $ 300,000 | $ 3 | $ 299,997 | |||||||
Issuance of common stock for net settlement of common stock and preferred stock warrants upon settlement of the Merger (in shares) | [1] | 2,029,712 | ||||||||
Issuance of common stock for net settlement of common stock and preferred stock warrants upon settlement of the Merger | 880 | 880 | ||||||||
Issuance of common stock for the conversion of convertible notes (in shares) | [1] | 5,408,672 | ||||||||
Issuance of common stock for the conversion of convertible notes | 53,645 | $ 1 | 53,644 | |||||||
Issuance of public warrant in connection with the closing of the Merger | (23,636) | (23,636) | ||||||||
Payment of deferred offering costs in connection with the closing of the Merger and PIPE Investment | (35,738) | (35,738) | ||||||||
Balance at the end (in shares) at Sep. 30, 2022 | [1] | 144,434,717 | ||||||||
Balance at the end at Sep. 30, 2022 | $ 248,381 | $ 14 | $ 412,238 | $ 35 | $ (163,906) | |||||
[1]The shares of the Company’s convertible preferred stock and common stock, prior to the Merger (as defined in Note 3) have been retrospectively restated to reflect the exchange ratio of 0.378 established in the Merger as described in Note 3. |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) | Jul. 16, 2021 |
NewHold Investment Corp | |
Business Acquisition [Line Items] | |
Exchange ratio | 0.378 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||||||||
Net loss | $ (18,615) | $ (13,801) | $ 20,807 | $ (22,977) | $ (13,506) | $ (36,483) | $ (58,102) | $ (15,676) | $ (10,888) | $ (28,427) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||
Depreciation and amortization | 1,400 | 1,086 | 800 | 452 | 1,102 | 3,782 | 1,948 | 2,895 | 1,065 | |
Write-off of inventory | 324 | 559 | 400 | 2,132 | ||||||
Adjustment to property and equipment for sales type leases | (625) | (625) | 0 | (91) | ||||||
Loss from impairment of property and equipment | 626 | 96 | 1,656 | 1,038 | 1,656 | 1,869 | ||||
Loss on disposal of property and equipment | 0 | 659 | 617 | |||||||
Stock-based compensation | 3,927 | 309 | 1,376 | 15,513 | 6,032 | 9,596 | 1,579 | |||
Non-cash interest expense | 5 | 2,344 | 5,455 | 14 | 5,561 | 5,245 | 25 | |||
Non-cash lease expense | 197 | 602 | 0 | |||||||
Provision recorded for allowance for doubtful accounts | (63) | (63) | 100 | (63) | (13) | 47 | ||||
Loss on extinguishment of debt | 0 | 865 | 11,820 | 11,820 | 0 | 12,685 | 12,685 | 66 | ||
Change in fair value of derivative liability | 0 | (475) | 795 | 1,425 | 2,220 | 0 | 1,745 | 1,745 | ||
Change in fair value of common stock warrant liability | 0 | (42) | 185 | 736 | 921 | 0 | 879 | 879 | ||
Change in fair value of contingent earn-out liability | (7,245) | (3,078) | (32,609) | (9,754) | (32,609) | (47,360) | ||||
Change in fair value of contingently issuable common stock liability | (1,081) | (1,472) | (5,718) | (2,529) | (5,718) | (6,406) | ||||
Change in fair value of public warrant liability | 1,146 | (5,586) | (3,152) | (4,297) | (3,152) | (12,606) | ||||
Changes in operating assets and liabilities | ||||||||||
Accounts receivable | (2,112) | (874) | (1,335) | (14,822) | (5,866) | (5,063) | (464) | |||
Inventory | (1,310) | (480) | (453) | (4,401) | (736) | (3,436) | (315) | |||
Commission assets | (351) | (391) | (742) | (1,656) | (1,102) | (3,072) | (1,785) | |||
Contract assets | 108 | (119) | (239) | (1,938) | (3,477) | (4,877) | ||||
Other assets | 141 | 7 | 13 | (629) | 23 | 32 | (173) | |||
Prepaid expenses and other current assets | (5,571) | (3,727) | (7,287) | (9,009) | (11,535) | (9,148) | (1,016) | |||
Accounts payable | (855) | 959 | 3,499 | 2,177 | 240 | 765 | 815 | |||
Deferred revenue | 2,577 | (806) | 153 | 16,005 | 2,352 | 4,832 | 2,386 | |||
Deferred rent | 0 | (11) | 152 | 0 | 397 | 457 | (34) | |||
Warranty reserve | (42) | 0 | (42) | (42) | (14) | |||||
Accrued expenses and other current liabilities | (2,433) | (750) | 2,834 | |||||||
Operating lease liability | (697) | (699) | 0 | 0 | ||||||
Net cash used in operating activities | (29,430) | (12,439) | (18,292) | (69,421) | (42,565) | (56,781) | (23,602) | |||
Cash flows from investing activities: | ||||||||||
Development of internal-use software | (728) | (1,936) | 0 | (1,028) | ||||||
Purchases of property and equipment | (6,689) | (2,121) | (7,954) | (17,554) | (10,994) | (16,557) | (6,261) | |||
Proceeds from sale of property and equipment | 312 | 0 | ||||||||
Net cash used in investing activities | (7,417) | (2,121) | (7,954) | (19,178) | (10,994) | (17,585) | (6,261) | |||
Cash flows from financing activities: | ||||||||||
Proceeds from exercise of stock options | 227 | 455 | 657 | 571 | 777 | 915 | 442 | |||
Proceeds from issuance of common stock from the PIPE Investment | 0 | 300,000 | 300,000 | |||||||
Proceeds from the closing of the Merger | 0 | 84,945 | 84,945 | |||||||
Payment of offering costs from the closing of the Merger and PIPE Investment | 0 | (33,968) | (34,132) | |||||||
Repayment of financing obligations | (359) | (359) | 0 | (359) | (359) | (244) | ||||
Proceeds from long-term debt, net of issuance costs | 31,882 | 31,882 | 0 | 31,882 | 31,882 | 22,438 | ||||
Repayment of principal on long-term debt | (1,000) | 0 | (5,422) | (8,404) | ||||||
Net cash provided by (used in) financing activities | 227 | 31,978 | 32,180 | (429) | 383,277 | 377,829 | 17,226 | |||
Effect of exchange rate changes on cash and cash equivalents | 35 | 0 | ||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (36,620) | 17,418 | 5,934 | (88,993) | 329,718 | 303,463 | (12,637) | |||
Cash, cash equivalents and restricted cash | ||||||||||
Cash, cash equivalents and restricted cash at beginning of period | 308,167 | 10,638 | 22,122 | 4,704 | 4,704 | 308,167 | 4,704 | 4,704 | 17,341 | |
Cash, cash equivalents and restricted cash at end of period | 219,174 | 271,547 | 334,422 | 10,638 | 22,122 | 10,638 | 219,174 | 334,422 | 308,167 | 4,704 |
Supplemental disclosure of cash flow information | ||||||||||
Cash paid for interest | 478 | 427 | ||||||||
Supplemental disclosure of non-cash activities | ||||||||||
Capital expenditures incurred but not yet paid | 2,391 | 1,335 | 2,962 | 5,935 | 3,123 | 2,936 | 1,100 | |||
Capitalization of stock compensation | 27 | 90 | 40 | |||||||
Deferred offering costs included in accounts payable | 0 | 1,770 | 1,943 | |||||||
Conversion of convertible preferred stock to common stock | 0 | 75,877 | 75,877 | |||||||
Initial fair value of contingent earn-out liability recognized in connection with the closing of the Merger | 0 | 67,021 | 67,021 | |||||||
Initial fair value of contingently issuable common stock liability recognized in connection with the closing of the Merger | 0 | 11,670 | 11,670 | |||||||
Conversion of common stock warrants to common stock in connection with the closing of the Merger | 0 | 880 | 880 | |||||||
Initial fair value of public warrants in connection with the closing of the Merger | 0 | 23,636 | 23,636 | |||||||
Reconciliation of cash, cash equivalents and restricted cash: | ||||||||||
Cash and cash equivalents | 218,499 | 333,747 | 218,499 | 333,747 | 307,492 | 4,704 | ||||
Restricted cash | 400 | 400 | 400 | 400 | 400 | |||||
Restricted cash, noncurrent | 275 | 275 | 275 | 275 | 275 | |||||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 219,174 | $ 271,547 | $ 334,422 | $ 10,638 | $ 22,122 | $ 10,638 | $ 219,174 | $ 334,422 | $ 308,167 | $ 4,704 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | Nature of the Business and Basis of Presentation Evolv Technologies Holdings, Inc. (the “Company”), a Delaware corporation, is a global leader in AI-based weapons detection for security screening. The Company’s mission is to make the world a safer and more enjoyable place to work, learn, and play. The Company is democratizing security by making it seamless for gathering spaces to address the chronic epidemic of escalating gun violence, mass shootings and terrorist attacks in a cost-effective manner while improving the visitor experience. The Company is headquartered in Waltham, Massachusetts. As used in this Quarterly Report on Form 10-Q, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” the “Company” and “Evolv” refer to the consolidated operations of Evolv Technologies Holdings, Inc. and its wholly owned subsidiaries, which include Evolv Technologies, Inc., Evolv Technologies UK Ltd. and Give Evolv LLC. References to “NHIC” refer to the company prior to the consummation of the Merger (as defined in Note 3) and references to “Legacy Evolv” refer to Evolv Technologies, Inc. dba Evolv Technology, Inc. prior to the consummation of the Merger. Basis of presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). All share and per share amounts contained herein for periods prior to the Merger have been retroactively adjusted to give effect to the Exchange Ratio (as defined in Note 3), unless otherwise indicated. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021 have been prepared on the same basis as the audited annual consolidated financial statements as of December 31, 2021 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2022 and the results of its operations for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. Revision of Prior Period Financial Statements In preparing the condensed consolidated financial statements as of and for the three and six months ended June 30, 2022, the Company identified errors in its previously issued financial statements whereby (a) certain expenses that were cost of subscription revenue related and cost of service revenue related were inaccurately classified as sales and marketing expenses on the consolidated statements of operations and comprehensive loss, (b) certain equipment under lease or held for lease was inaccurately classified as inventory on the consolidated balance sheets and a portion of the cash outflows related to the equipment under lease or held for lease were misclassified between operating and investing cash flows on the consolidated statements of cash flows, and (c) the vesting of warrants related to the Business Development Agreement disclosed in Note 16 were not accounted for accurately. The identified errors impacted the Company's previously issued 2020 annual financial statements, 2021 quarterly and annual financial statements, and quarterly financial statements for the three months ended March 31, 2022. The Company has made adjustments to the prior period amounts presented in these financial statements accordingly. Additionally, the Company has made adjustments to correct for other previously identified immaterial errors. The Company evaluated the errors and determined that the related impacts were not material |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Significant Accounting Policies The significant accounting policies and estimates used in preparation of the unaudited condensed consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, and the notes thereto, which are included in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to the Company’s significant accounting policies during the three months ended September 30, 2022 outside of the items as described below. Leases as a Lessee Prior to January 1, 2022, the Company accounted for leases in accordance with ASC 840, Leases . At lease inception, the Company determined if an arrangement was an operating or capital lease. For operating leases, the Company recognized rent expense, inclusive of rent escalation, on a straight-line basis over the lease term. Effective on January 1, 2022, the Company accounts for leases in accordance with ASC 842, Leases . At contract inception, the Company determines if an arrangement is or contains a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If determined to be or contain a lease, the lease is assessed for classification as either an operating or finance lease at the lease commencement date, defined as the date on which the leased asset is made available for use by the Company (when the Company is the lessee). Where the Company is the lessee, for each lease with a term greater than twelve months, the Company records a right-of-use asset and lease liability. A right-of-use asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments arising from the use of the asset over the lease term. Lease liabilities are measured at lease commencement and calculated as the present value of the future lease payments in the contract using the rate implicit in the contract, when available. If an implicit rate is not readily determinable, the Company uses an incremental borrowing rate measured as the rate at which the Company could borrow, on a fully collateralized basis, a commensurate loan in the same currency over a period consistent with the lease term at the commencement date. Right-of-use assets are measured as the amount of the initial lease liability plus initial direct costs and prepaid lease payments, less lease incentives granted by the lessor. The lease term is measured as the noncancelable period in the contract, adjusted for any options to extend or terminate when it is reasonably certain the Company will extend the lease term via such options based on an assessment of economic factors present as of the lease commencement date. The Company elected the practical expedient to not recognize leases with a lease term of twelve months or less. Components of a lease are split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) are allocated, based on the respective relative fair values, to the lease components and non-lease components. The Company has elected the practical expedient to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. The Company’s operating leases are presented in the condensed consolidated balance sheet as operating lease right-of-use assets, classified as noncurrent assets, and operating lease liabilities, classified as current and noncurrent liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. Variable costs associated with a lease, such as maintenance and utilities, are not included in the measurement of the lease liabilities and right-of-use assets but rather are expensed when the events determining the amount of variable consideration to be paid have occurred. Subscription Revenue - Leases as Lessor In addition to selling our products directly to customers, we also derive revenue from leasing our equipment, which we classify as subscription revenue. Lease terms are typically four years, generally do not include unilateral options by either the Company or our customer to extend, terminate or to purchase the underlying asset, and customers generally pay either a quarterly or annual fixed payment for the lease and maintenance elements over the contractual lease term. Equipment leases are generally classified as operating leases as they do not meet any of the sales-type lease criteria per ASC 842 and recognized ratably over the duration of the lease. There are no variable lease payments as a part of these arrangements. The accounting provisions we use to classify transactions as sales-type are: (i) whether the lease transfers ownership of the equipment by the end of the lease term, (ii) whether the lease grants the customer an option to purchase the equipment and the customer is reasonably certain to do so, (iii) whether the lease term is for the major part of the economic life of the underlying equipment, (iv) whether the present value of the lease payments, and any residual value guaranteed by the customer that is not already reflected in the lease payments, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease, and (v) whether the equipment is specific to the customer and of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term. Leasing arrangements meeting any of these conditions are accounted for as sales-type leases and revenue attributable to the lease component is recognized in a manner consistent with product revenue and the related equipment is derecognized with the associated expense presented as a cost of revenue. Leasing arrangements that do not meet the criteria for classification as a sales-type lease will be accounted for as a direct-financing lease if the following two conditions are met: (i) the present value of the lease payments, and any residual value guaranteed by the customer that is not already reflected in the lease payments and any other third party unrelated to the Company, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease, and (ii) it is probable that the Company will collect the lease payments and amounts necessary to satisfy a residual value guarantee. Leasing arrangements that do not meet any of the sales-type lease or direct-financing lease classification criteria are accounted for as operating leases and revenue is recognized straight-line over the term of the lease. The Company considers the economic life of most of our products to be seven years. The Company believes seven years is representative of the period during which the equipment is expected to be economically usable by one or more users, with normal service, for the purpose for which it is intended. The unguaranteed residual value is estimated to be the value at the end of the lease term based on the anticipated fair market value of the units. The Company mitigates residual value risk of our leased equipment by performing regular management and maintenance, as necessary. Generally, lease arrangements include both lease and non-lease components. The lease component relates to the customer’s right-to-use the equipment over the lease term. The non-lease components relate to (1) distinct services, such as SaaS and maintenance, (2) any add-on accessories, and (3) installation and training. Installation and training are included in service revenue as described below, and add-on accessories are included in product revenue. Because the equipment, SaaS, and maintenance components of a subscription arrangement are recognized as revenue over the same time period and in the same pattern, the Company elected the practical expedient to aggregate non-lease components with the associated lease component and account for the combined component as an operating lease for all underlying asset classes. In the evaluation of whether the lease component (equipment) or the non-lease components associated with the lease component (SaaS and maintenance) is the predominant component, the Company determined that the lease component is predominant as we believe the customer would ascribe more value to the use of the security equipment than that of the SaaS and maintenance services. Therefore, the Company will account for the combined lease component under ASC 842. The equipment lease and SaaS/maintenance performance obligations are classified as a single category of subscription revenue in the condensed consolidated statements of operations and comprehensive loss. The installation and training services represent distinct services provided to customers. These activities are considered separate performance obligations to the customer and therefore are considered non-lease components. As installation and training services are performed prior to lease commencement, the timing and pattern of transfer for these services differ from that of the lease component (i.e., security hardware) and are not eligible to be combined. We exclude from variable payments all lessor costs that are explicitly required to be paid directly by a lessee on behalf of the lessor to a third party. Revenue related to leases entered into with related parties were $0.2 million and $0.4 million during the three and nine months ended September 30, 2022, respectively. Installation and training are generally billed to the lessee as part of the lease contract billing, according to various contractual terms. The installation and training costs incurred by the Company are accounted for as a fulfillment cost and are included in the cost of services revenue in the condensed consolidated statements of operations and comprehensive loss. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), as subsequently amended (collectively “ASC 842”). The guidance amends the existing accounting standards for lease accounting, including requirements for lessees to recognize assets and liabilities related to long-term leases on the balance sheet and expanding disclosure requirements regarding leasing arrangements. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Lessors are required to classify leases as a sales-type, direct financing, or operating lease. A lease is a sales-type lease if it effectively transfers control of the underlying asset to the lessee as indicated by any one of five criteria being met. All leases that are not sales-type or direct financing leases will be classified as operating leases. In July 2018, the FASB issued additional guidance, which offers a transition option to entities adopting ASC 842 in which entities can elect to apply the new guidance using a modified retrospective approach at the beginning of the year in which the new lease standard is adopted. The Company utilized this transition option whereby financial information for prior periods presented before the ASC 842 effective date will not be updated. In November 2019, the FASB issued ASU 2019-10 deferring the effective date for private entities (also applicable for public companies that qualify as emerging growth companies) for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. In June 2020, the FASB issued ASU 2020-05 which further defers the effective date for private entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted this guidance effective January 1, 2022. ASC 842 provides several optional practical expedients in transition. The Company applied the ‘package of practical expedients’ which allow the Company to not reassess whether existing or expired arrangements contain a lease, the lease classification of existing or expired leases, or whether previous initial direct costs would qualify for capitalization under ASC 842. The adoption of ASC 842 resulted in the recognition of operating lease liabilities of $3.0 million and operating right-of-use assets of $2.5 million, along with the write-off of certain deferred rent balances of $0.5 million within the Company’s condensed consolidated balance sheets as of January 1, 2022. The adoption did not have a significant impact on the Company’s condensed consolidated statements of operations and comprehensive loss and condensed consolidated statements of cash flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various areas related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. For public entities the guidance is effective for annual reporting periods beginning after December 15, 2020 and for interim periods within those fiscal years. For non-public entities, the guidance is effective for annual reporting periods beginning after December 15, 2021 and for interim periods within years beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance effective January 1, 2022 and the adoption of this guidance did not have a material impact on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies and clarifies certain calculation and presentation matters related to convertible and equity and debt instruments. Specifically, ASU 2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. ASU 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this guidance effective January 1, 2022 and the adoption of this guidance did not have a material impact on its condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (1) irrevocably elects to “opt out” of such extended transition period or (2) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The new standard adjusts the accounting for assets held at amortized cost basis, including marketable securities accounted for as available for sale, and trade receivables. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities except smaller reporting companies, the guidance is effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective date for non-public entities and smaller reporting companies to annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application is allowed. The Company expects to adopt this guidance effective January 1, 2023, and does not expect that adoption of the guidance will have a material impact on its condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in ASU 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. The Company expects to adopt this guidance effective January 1, 2023, and does not expect that adoption of the guidance will have a material impact on its condensed consolidated financial statements. |
Merger with NHIC and Related Tr
Merger with NHIC and Related Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Merger with NHIC and Related Transactions | Merger with NHIC and Related Transactions On July 16, 2021, we consummated the business combination (the “Merger”), contemplated by the Agreement and Plan of Merger, dated March 5, 2021, with NHIC Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of NewHold Investment Corp. (“NHIC”), a special purpose acquisition company, which is our legal predecessor, and Evolv Technologies, Inc. dba Evolv Technology, Inc. (“Legacy Evolv”), as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 by and among NHIC, Merger Sub and Legacy Evolv (the “Amendment” and as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Evolv, with Legacy Evolv surviving the Merger as a wholly owned subsidiary of NHIC. Upon the closing of the Merger, NHIC changed its name to Evolv Technologies Holdings, Inc. Evolv Technologies Holdings, Inc. became the successor entity to NHIC pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction was accounted for as a “reverse recapitalization” in accordance with GAAP. Under this method of accounting, NHIC was treated as the “acquired” company for financial reporting purposes. This determination was primarily because subsequent to the Merger, Legacy Evolv’s shareholders have a majority of the voting power of the combined company, Legacy Evolv comprises all of the ongoing operations of the combined entity, Legacy Evolv comprises a majority of the governing body of the combined company, and Legacy Evolv’s senior management comprises all of the senior management of the combined company. Accordingly, for accounting purposes, this transaction was treated as the equivalent of Legacy Evolv issuing shares for the net assets of NHIC, accompanied by a recapitalization. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the Exchange Ratio established in the Merger. The net assets of NHIC were recorded at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization are those of Legacy Evolv. Evolv had previously indicated that it would list units (consisting of one share of common stock and one-half of one warrant) on Nasdaq under the ticker symbol EVLVU, in continuation of the listing of the units NHIC sold in its initial public offering on August 4, 2020 under the ticker symbol NHICU. In September 2021, our transfer agent separated the units into the component shares and warrants at the closing of the Merger, and as a result the Evolv units were not made eligible to settle through the facilities of The Depositary Trust Company. Accordingly, all trades in the units from July 19, 2021 (the first trading day after the completion of the Merger) until August 24, 2021 were settled between brokers in the shares and warrants underlying the units. Trading in ticker symbol EVLVU was halted on August 24, 2021, and no trades in the units were permitted or occurred since that date. The units were delisted from Nasdaq effective September 10, 2021. Upon closing of the Merger each share of NHIC Class B common stock issued and outstanding immediately prior to the effective time of the Merger, which totaled 10,391,513 shares held by the NHIC Initial Shareholders (“Initial Shareholders”), was automatically converted into one validly-issued share of our Class A common stock. In addition, pursuant to the Merger Agreement, certain Legacy Evolv Shareholders became entitled to receive up to 15,000,000 shares of Class A common stock as earn-out shares. Upon closing of the Merger: • all of 24,359,107 shares of Legacy Evolv’s Series A-1 convertible preferred stock were converted into an equivalent number of shares of Legacy Evolv common stock on a one-to-one basis; • all of 3,484,240 shares of Legacy Evolv’s Series A convertible preferred stock were converted into an equivalent number of shares of Legacy Evolv common stock on a two-to-one basis; • all of 34,129,398 shares of Legacy Evolv’s Series B-1 convertible preferred stock were converted into an equivalent number of shares of Legacy Evolv common stock on a one-to-one basis; and • all of 15,367,312 shares of Legacy Evolv’s Series B convertible preferred stock were converted into an equivalent number of shares of Legacy Evolv common stock on a one-to-one basis On the closing date of the Merger, each share of Legacy Evolv common stock then issued and outstanding was cancelled and the holders thereof in exchange received 94,192,534 shares of the Company’s Class A common stock, which is equal to 0.378 newly-issued shares of the Company’s Class A common stock for each share of Legacy Evolv common stock (the “Exchange Ratio”). All outstanding warrants exercisable for common stock in Legacy Evolv (other than warrants that expired, were exercised or were deemed automatically net exercised immediately prior to the Merger) were exchanged for warrants exercisable for the Company’s Class A common stock with the same terms and conditions except adjusted by the Exchange Ratio. All outstanding stock options of Legacy Evolv common stock, totaling 57,938,375 stock options, were cancelled and the holders thereof in exchange received options to receive 0.378 shares of the Company’s Class A common stock for a total of 21,891,254 stock options. The modification of the stock options to reflect the exchange ratio did not result in an incremental compensation expense upon closing of the Merger. Prior to the completion of the Merger, the Company entered into subscription agreements (collectively, the “PIPE Investment”) with certain parties subscribing for shares of the Company’s common stock (the “Subscribers”) pursuant to which the Subscribers agreed to purchase. Pursuant to the PIPE Investment, the Company issued 30,000,000 shares of common stock for a purchase price of $10.00 per share with gross proceeds of $300.0 million. The proceeds, net of redemptions, received from the Merger were $84.9 million and gross proceeds received from the PIPE investment were $300.0 million. Based on the number of shares of common stock outstanding on July 16, 2021 (in each case, not giving effect to any shares issuable upon exercise of warrants, options, or earn-out shares), Legacy Evolv shareholders owned approximately 92.7% of the common stock of the Company and NHIC shareholders owned approximately 7.3%. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values (in thousands): Fair Value Measurements at September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 198,610 $ — $ — $ 198,610 $ 198,610 $ — $ — $ 198,610 Liabilities: Contingent earn-out liability $ — $ — $ 11,452 $ 11,452 Contingently issuable common stock liability — — 2,735 2,735 Public Warrant liability 6,733 — — 6,733 $ 6,733 $ — $ 14,187 $ 20,920 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 297,536 $ — $ — $ 297,536 $ 297,536 $ — $ — $ 297,536 Liabilities: Contingent earn-out liability $ — $ — 21,206 $ 21,206 Contingently issuable common stock liability — — 5,264 5,264 Public Warrant liability 11,030 — — 11,030 $ 11,030 $ — $ 26,470 $ 37,500 As of September 30, 2022 and December 31, 2021, money market funds are included in cash and cash equivalents on the condensed consolidated balance sheets. The fair value classification of the public warrant liability as of December 31, 2021 and September 30, 2022 has been updated to Level 1. During each of the three and nine months ended September 30, 2022 and 2021, there were no transfers between Level 1, Level 2 and Level 3. Valuation of Contingent Earn-out Pursuant to the Merger Agreement, the Legacy Evolv shareholders, immediately prior to the Merger, were entitled to receive additional shares of the Company’s common stock upon the Company achieving certain milestones as described in Note 2 of our consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s contingent earn-out shares were recorded at fair value as contingent earn-out liability upon the closing of the Merger and are remeasured each reporting period. As of September 30, 2022, no milestones have been achieved. The fair value of the contingent earn-out is calculated using a Monte Carlo analysis in order to simulate the future path of the Company’s stock price over the earn-out period. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the liability’s estimated value. The significant assumptions used in the Monte Carlo model as of September 30, 2022 were as follows: 90% expected stock price volatility, a risk-free rate of return of 4.2%, a 25% likelihood of change in control and a remaining term of 3.4 years. The following table provides a rollforward of the contingent earn-out liability (in thousands): December 31, 2021 $ 21,206 Change in fair value (9,754) September 30, 2022 $ 11,452 Valuation of Contingently Issuable Common Stock Prior to the Merger, certain NHIC shareholders owned 4,312,500 Founder Shares. 1,897,500 shares vested at the closing of the Merger, 517,500 shares were transferred back to NHIC and then contributed to Give Evolv LLC, and the remaining 1,897,500 outstanding shares shall vest upon the Company achieving certain milestones as described in Note 2 of our consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s contingently issuable common stock was recorded at fair value as contingent shares on the closing of the Merger and are remeasured each reporting period. As of September 30, 2022, no milestones have been achieved. The fair value of the contingently issued common shares is determined using a Monte Carlo analysis in order to simulate the future path of the Company’s stock price over the vesting period. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the liability’s estimated value. The significant assumptions used in the Monte Carlo model as of September 30, 2022 were as follows: 90% expected stock price volatility, a risk-free rate of return of 4.2%, a 25% likelihood of change in control and a remaining term of 3.8 years. The following table provides a rollforward of the contingently issuable common shares (in thousands): December 31, 2021 $ 5,264 Change in fair value (2,529) September 30, 2022 $ 2,735 Valuation of Public Warrant Liability Upon the closing of the Merger, the Company assumed the Public Warrants to purchase shares of the Company’s common stock (see Note 13). The Public Warrants are publicly traded and the fair value is remeasured each reporting period based on the closing price as reported by Nasdaq on the last date of the reporting period. The following table provides a rollforward of the public warrant liability (in thousands): December 31, 2021 $ 11,030 Change in fair value (4,297) September 30, 2022 $ 6,733 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification 606 – Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In order to achieve this core principle, the Company applies the following five steps when recording revenue: (1) identify the contract, or contracts, with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when, or as, performance obligations are satisfied. The Company derives revenue from (1) subscription arrangements generally accounted for as operating leases under ASC 842 and (2) from the sale of products, inclusive of SaaS and maintenance and (3) professional services. The Company’s arrangements are generally noncancelable and nonrefundable after ownership passes to the customer for product sales and upon installation for subscriptions. Revenue is recognized net of sales tax. Remaining Performance Obligations The following table includes estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) as of September 30, 2022. Less than 1 year Greater than 1 year Total Product revenue $ 4,087 $ — $ 4,087 Subscription revenue 22,682 49,935 72,617 Service revenue 9,061 23,642 32,703 Total revenue $ 35,830 $ 73,577 $ 109,407 The amount of minimum future leases is based on expected income recognition. As of September 30, 2022, future minimum payments on noncancelable leases are as follows (in thousands): Year Ending December 31: 2022 (three months remaining) $ 5,734 2023 22,403 2024 20,956 2025 17,067 2026 6,377 Thereafter 80 $ 72,617 Contract Balances from Contracts with Customers Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is conditional and not only subject to the passage of time. As of September 30, 2022 and December 31, 2021, the Company had $5.3 million and $1.5 million in current portion of contract assets and $1.5 million and $3.4 million in contract assets, noncurrent on the condensed consolidated balance sheets, respectively. Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer. The Company has a contract liability related to service revenue, which consists of amounts that have been invoiced but that have not been recognized as revenue. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue and amounts expected to be recognized as revenue beyond 12 months of the balance sheet date are classified as deferred revenue, noncurrent. The Company recognized revenue of $1.3 million and $6.0 million during the three and nine months ended September 30, 2022, respectively, that was included in the 2021 deferred revenue balance. The Company recognized revenue of $0.5 million and $2.3 million during the three and nine months ended September 30, 2021, respectively, that was included in the 2020 deferred revenue balance. The following table provides a rollforward of deferred revenue (in thousands): Balance at December 31, 2021 $ 9,074 Revenue recognized 5,995 Revenue deferred 10,017 Balance at September 30, 2022 $ 25,086 The following table presents the Company’s components of lease revenue (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue from sales-type leases $ 29 $ — $ 1,341 $ — Interest income on lease receivables 60 — 170 — Lease income - operating leases 5,198 2,312 12,208 5,060 Total lease revenue $ 5,287 $ 2,312 $ 13,719 $ 5,060 The revenue from sales-type leases is related to the Evolv Express units where the lease term is for the major part of the economic life of the underlying equipment and is classified as product revenue in the condensed consolidated statements of operations and comprehensive loss. The interest income on lease receivables is classified as other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The lease income from operating leases is related to the leased equipment under subscription arrangements and is classified as subscription revenue in the condensed consolidated statements of operations and comprehensive loss. Disaggregated Revenue The following table presents the Company’s revenue by revenue stream (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Product revenue $ 9,839 $ 5,395 $ 19,179 $ 10,279 Leased equipment 5,198 2,312 12,208 5,060 SaaS and Maintenance revenue 1,180 300 2,277 662 Professional services and other revenue 313 417 646 794 Total revenue $ 16,530 $ 8,424 $ 34,310 $ 16,795 Contract Acquisition Costs The Company incurs and pays commissions on product sales. The Company applies the practical expedient for contracts less than one year to expense the commission costs in the period in which they were incurred. Commissions on product sales and services are expensed in the period in which the related revenue is recognized. Commissions on subscription arrangements and maintenance are expensed ratably over the life of the contract. The Company had a deferred asset related to commissions of $7.0 million and $5.4 million as of September 30, 2022 and December 31, 2021, respectively. During the three months ended September 30, 2022 and 2021, the Company amortized commission expense of $1.2 million and $1.4 million, respectively. During the nine months ended September 30, 2022 and 2021, the Company amortized commission expense of $2.4 million and $2.0 million, respectively. Give Evolv LLC Upon the closing of the Merger, the NHIC Founders transferred 517,500 shares of its common stock to Evolv NewHold Benefit LLC (“ENHB”), which represented the initial contribution to be used to pay for the donation of Evolv’s Express units to public venues and institutions, primarily schools in locations that might not otherwise be able to afford weapon detection security screening systems and related products and services. In September 2021, ENHB was renamed to Give Evolv LLC (“Give Evolv”). Give Evolv is deemed an entity under common control and a consolidating entity as it is under the same management as the Company. As such, the shares held by Give Evolv are not considered outstanding or issued. For such arrangements, Give Evolv generally purchases the related products and services from Evolv Technologies, Inc. through an intercompany transaction using the available donated proceeds from the transfer of common stock upon the closing of the Merger. Evolv Technologies, Inc. will be responsible for the delivery of the units, in addition to providing related services, such as installation, training, and maintenance. Consideration transferred to Evolv Technologies, Inc. for the related products and services may be in the form of common stock or cash. Shares of common stock may be sold to generate funds for the purposes of paying for the donated goods and services. The sales transactions between Evolv Technologies, Inc. and Give Evolv eliminate in consolidation. During the nine months ended September 30, 2022, the Company donated six Evolv Express units to schools, resulting in $0.2 million in general and administrative expense in the Company’s condensed consolidated statements of operations and comprehensive loss. No Evolv Express units were donated during the nine months ended September 30, 2021. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases Company Headquarters (Waltham, MA) In April 2021, the Company entered a sublease agreement for office and storage space for its corporate headquarters located at 500 Totten Pond Road in Waltham, MA. The sublease has an initial term of 42 months beginning on May 1, 2021 and expiring on October 31, 2024. The Company is required to maintain a minimum cash balance of $0.7 million as a security deposit on the space which is classified as restricted cash, current and restricted cash, non-current on the condensed consolidated balance sheets. The Company pays for its proportionate share of building operating expenses and taxes that are treated as variable costs and excluded from the measurement of the lease. The sublease grants the Company an option to extend the term for an additional three years at the then fair market rent by giving the landlord nine months’ written notice. The Company was not reasonably certain to exercise the option to extend the lease and therefore the extension term was excluded from the measurement of the lease. Storage Facilities The Company additionally leases three storage spaces on a month-to-month basis that are classified as short-term leases. Operating lease cost recognized during the three and nine months ended September 30, 2022 was $0.3 million and $0.7 million, respectively. Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2022 was $0.8 million. The weighted-average remaining lease term and discount rate as of September 30, 2022 were as follows: Weighted average remaining lease term 2.1 years Weighted average discount rate 6.95 % Future annual lease payments under non-cancelable operating leases as of September 30, 2022 were as follows (in thousands): Year Ended December 31: 2022 (remaining three months) $ 283 2023 1,149 2024 981 Total future lease payments 2,413 Less: imputed interest (160) Present value of operating lease liability $ 2,253 Rent expense recognized in accordance with ASC 840 for the three and nine months ended September 30, 2021 was approximately $0.3 million and $0.7 million, respectively. Future annual lease payments under non-cancelable operating leases as of December 31, 2021 under ASC 840 were as follows (in thousands): Year Ended December 31: 2022 $ 1,116 2023 1,150 2024 981 Total $ 3,247 |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Allowance for Doubtful Accounts Changes in the allowance for doubtful accounts were as follows (in thousands): Allowance for Doubtful Accounts Balance at December 31, 2021 $ (50) Provisions (100) Write-offs, net of recoveries — Balance at September 30, 2022 $ (150) |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following (in thousands): September 30, December 31, Raw materials $ 2,617 $ 1,050 Finished goods 4,115 1,840 Total $ 6,732 $ 2,890 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, Prepaid deposits $ 15,397 $ 7,273 Prepaid subscriptions 573 411 Current portion of net investment in sales-type leases 340 206 Prepaid insurance 2,771 2,625 Other 1,142 242 Total $ 20,223 $ 10,757 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): September 30, December 31, Computers and telecom equipment $ 466 $ 40 Lab equipment 690 568 Furniture and fixtures 87 37 Leasehold improvements 542 491 Leased equipment 34,888 20,797 Internal-use software 3,255 1,146 Sales demo equipment 2,085 1,938 Equipment held for lease 1 4,847 2,250 Construction in progress 180 — 47,040 27,267 Less: Accumulated depreciation and amortization (6,508) (3,484) $ 40,532 $ 23,783 1 Represents equipment that has not yet been deployed to a customer and, accordingly, is not being depreciated. Depreciation and amortization expense related to property and equipment was $1.4 million and $0.8 million for the three months ended September 30, 2022 and 2021, and $3.8 million and $1.9 million for the nine months ended September 30, 2022, and 2021, respectively. Leased equipment and the related accumulated depreciation were as follows: September 30, December 31, Leased equipment $ 34,888 $ 20,797 Accumulated depreciation (4,868) (2,631) Leased equipment, net $ 30,020 $ 18,166 Depreciation related to leased units was $1.1 million and $0.8 million during the three months ended September 30, 2022 and 2021, respectively. Depreciation expense related to leased units was $3.0 million and $1.8 million during the nine months ended September 30, 2022 and 2021, respectively. Depreciable lives are generally 7 years, consistent with the Company’s planned and historical usage of the equipment subject to operating leases. Impairment of property and equipment was $0.6 million and $1.0 million for the three and nine months ended September 30, 2022, respectively. This impairment related to Edge units and prototype versions of Express that were removed from service and retired. The Company is transitioning domestic customers to current model Express units which decreased the economic value of Edge units and Express prototypes and resulted in impairment. Impairment of property and equipment was $1.7 million and $1.7 million for the three and nine months ended September 30, 2021. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued employee compensation and benefits expense $ 4,240 $ 5,692 Accrued professional services and consulting 1,011 1,114 Accrued sales tax 1,671 1,204 Accrued property tax 604 302 Other 1,358 1,239 $ 8,884 $ 9,551 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The components of the Company’s long-term debt consisted of the following (in thousands): September 30, December 31, Term loans payable $ 9,000 $ 10,000 Less: Unamortized discount (41) (55) 8,959 9,945 Less: Current portion of long-term debt 4,000 2,000 Long-term debt, net of discount $ 4,959 $ 7,945 Term Loan Agreements JPMorgan Chase Bank, N.A.(“JPM”) Credit Agreement In December 2020, the Company entered into a $10.0 million credit agreement with JPMorgan Chase Bank, N.A. (“JPM Credit Agreement”) with a maturity date of December 3, 2024 and a revolving line of credit of up to $10.0 million with a maturity date of December 3, 2022. Principal and interest on the JPM Credit Agreement is payable monthly commencing on July 1, 2022. The JPM Credit Agreement accrues interest at an annual rate calculated as the greater of (A) the Wall Street Journal Prime Rate plus 2.25% or (B) 5.5%. The revolving line of credit accrues interest at an annual rate calculated as the greater of (A) the Wall Street Journal Prime Rate plus 1.25% or (B) 4.5%. Upon closing, the Company issued warrants to purchase 377,837 shares of common stock to the lender with an exercise price of $0.42 per share with a fair value of $0.1 million on the date of issuance. The Company incurred debt issuance costs of $0.1 million equal to the fair value of the warrants in connection with the JPM Credit Agreement. These costs were recorded as debt discount and are amortized to interest expense, using the effective interest method, over the term of the loan. Upon the closing of the Merger, the warrants were converted into shares of the Company's common stock. As of September 30, 2022, the unamortized debt discount was less than $0.1 million. As of September 30, 2022, the accrued interest on the JPM Credit Agreement was $0.1 million, which is included in accrued expenses and other current liabilities in the condensed consolidated balance sheet. Interest expense related to the JPM Credit Agreement totaled $0.2 million and $0.2 million for the three months ended September 30, 2022 and September 30, 2021, respectively, which includes the amortization of the debt discount which totaled less than $0.1 million in each period. Interest expense related to the JPM Credit Agreement totaled $0.5 million and $0.6 million for the nine months ended September 30, 2022 and September 30, 2021, respectively, which includes the amortization of the debt discount which totaled less than $0.1 million in each period. The interest rate in effect as of September 30, 2022 was 8.50% for the JPM Credit Agreement. The Company’s obligations under the JPM Credit Agreement are secured by a first-priority security interest in all of its assets, including intellectual property. As of September 30, 2022, future principal payments on long-term debt are as follows (in thousands): December 31, 2022 (remaining three months) $ 1,000 2023 4,000 2024 4,000 $ 9,000 Convertible Note In September 2020, the Company entered into a Convertible Note Purchase Agreement (the “2020 Convertible Notes”) with an investor for gross proceeds of $2.0 million with a stated interest rate of 6.0% per annum. An additional $2.0 million in gross proceeds were made available in December 31, 2020 upon achievement of the integration milestone, whereby the Company successfully created software utilizing the investor’s application programming interface. The 2020 Convertible Notes provided a conversion option whereby upon the closing of a Qualified Financing event, in which the aggregate gross proceeds of the issuance of preferred stock totaled at least $10.0 million, the notes would automatically convert into shares of the same class and series of capital stock of the Company issued to other investors in the financing at a conversion price equal to 80% of the price per share paid by the other investors. The conversion option met the definition of an embedded derivative and was required to be bifurcated and accounted for separately from the notes. The proceeds from the 2020 Convertible Notes were allocated between the derivative liability, with a fair value at issuance of $1.0 million, and the notes, with an initial carrying value of $3.0 million, and included in long-term liabilities on the Company’s condensed consolidated balance sheet. The difference between the initial carrying value of the notes and the stated value of the notes represented a discount that was accreted to interest expense over the term of the Convertible Notes using the effective interest method. This derivative liability was derecognized as of December 31, 2021 as the liability was settled pursuant to the closing of the merger. Interest expense related to the 2020 Convertible Notes totaled less than $0.1 million and $0.3 million for the three and nine months ended September 30, 2021, respectively. No interest expense was recognized related to the 2020 Convertible Notes for the three and nine months ended September 30, 2022. In January and February 2021, the Company entered into a Convertible Note Purchase Agreement (the “2021 Convertible Notes”) with various investors for gross proceeds of $30.0 million with a stated interest rate of 8.0% per annum. The 2021 Convertible Notes provided a conversion option whereby upon the closing of a Qualified Financing event, in which the aggregate gross proceeds totaled at least $100.0 million, the notes would automatically convert into shares of the same class and series of capital stock of the Company issued to other investors in the financing at a conversion price equal to 80.0% of the price per share paid by the other investors. The conversion option met the definition of an embedded derivative and was required to be bifurcated and accounted for separately from the notes. The proceeds from the 2021 Convertible Notes were allocated between the derivative liability, with a fair value at issuance of $7.0 million, and the notes, with an initial carrying value of $23.0 million, and included in long-term liabilities on the Company’s condensed consolidated balance sheet. The difference between the initial carrying value of the notes and the stated value of the notes represented a discount that was accreted to interest expense over the term of the Convertible Notes using the effective interest method. This derivative liability was derecognized as of December 31, 2021 as the liability was settled pursuant to the closing of the Merger. In June 2021, the Company modified the 2021 Convertible Notes to grant the holders an additional 1,000,000 shares of NHIC common stock as further consideration upon the automatic conversion of the notes upon closing of the Merger. This modification of the notes resulted in an extinguishment and the Company recognized a loss on extinguishment of the 2021 Convertible Notes of $11.8 million. The $26.7 million carrying value of the notes at June 21, 2021 was derecognized and replacement notes with an initial carrying value of $29.6 million were recorded. Additionally, in the extinguishment accounting, a derivative liability of $19.2 million was recognized, which represents the value of the 1,000,000 NHIC shares as well as a bifurcated embedded derivative for the conversion option. Upon the closing of the Merger, the Convertible Notes automatically converted into 4,408,672 shares of the Company’s common stock and the holders of the 2021 Convertible Notes also received the right to receive 1,000,000 shares of the Company’s common stock, as noted above. Upon the conversion of the Convertible Notes, the carrying value of the debt of $32.8 million, and the related derivative liability of $19.7 million and accrued interest of $0.2 million were derecognized resulting in a loss on extinguishment of debt of $0.9 million recorded in other income (expense). Interest expense related to the 2021 Convertible Notes totaled $0.1 million and $4.9 million for the three and nine months ended September 30, 2021, respectively. No interest expense was recognized related to the 2021 Convertible Notes for the three and nine months ended September 30, 2022. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Warrants | Warrants In January 2021, the Company granted warrants (the "Finback Common Stock Warrants") for the purchase of 2,552,913 shares of the Company's common stock at an exercise price of $0.42 per share to Finback Evolv II, LLC ("Finback"), a consulting group affiliated with one of the Company's shareholders. The Finback Common Stock Warrants vest upon meeting certain sales criteria as defined in a business development agreement (the "Finback BDA") and expire in January 2031. The Finback Common Stock Warrants are accounted for under ASC 718 Compensation – Stock Compensation as the warrants vest upon certain performance conditions being met (see Note 16). In connection with the closing of the Merger, the Company assumed the Public Warrants for the purchase of 14,325,000 shares of common stock at an exercise price of $11.50. The Public Warrants are immediately exercisable and expire in July 2026. The Public Warrants are classified as a liability and recorded at their fair value of $23.6 million on the date of closing of the Merger with an offset to additional paid-in-capital and are subsequently remeasured to fair value at each reporting date based on the publicly available trading price. The change in fair value of the public warrant liability of $(1.1) million and $4.3 million for the three and nine months ended September 30, 2022, respectively, was recognized as a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2022 and December 31, 2021, warrants to purchase the following classes of Common Stock outstanding consisted of the following in the table below: September 30, 2022 Issuance Date Contractual Underlying Equity Balance Sheet Shares Issuable Weighted January 13, 2021 10 Common stock Equity 2,552,913 $ 0.42 July 16, 2021 5 Common stock Liability 14,324,994 $ 11.50 16,877,907 December 31, 2021 Issuance Date Contractual Underlying Equity Balance Sheet Shares Issuable Weighted January 13, 2021 10 Common stock Equity 2,552,913 $ 0.42 July 16, 2021 5 Common stock Liability 14,324,994 $ 11.50 16,877,907 |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock Prior to the Merger, Legacy Evolv had issued Series A convertible preferred stock (“Series A Preferred Stock”), Series A-1 convertible preferred stock (“Series A-1 Preferred Stock”), Series B convertible preferred stock (“Series B Preferred Stock”), and Series B-1 convertible preferred stock (“Series B-1 Preferred Stock”), collectively referred to as the “Preferred Stock”. Pursuant to the Merger Agreement, immediately prior to the Merger, each share of Legacy Evolv’s Series A-1, Series B-1, and Series B preferred stock outstanding converted to Legacy Evolv common stock on a 1:1 conversion ratio. Pursuant to the Merger Agreement, immediately prior to the Merger, each share of Legacy Evolv’s Series A preferred stock outstanding converted to Legacy Evolv common stock on a 2:1 conversion ratio. On the closing date of the Merger, each share of Legacy Evolv common stock then issued and outstanding was canceled and the holders thereof in exchange received shares of Evolv Technologies Holdings, Inc. equal to 0.378 shares for each share of Legacy Evolv common stock. As of December 31, 2021, the Company has no preferred stock outstanding as all convertible preferred stock converted to common stock upon closing of the Merger. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Common Stock | Common StockAs of September 30, 2022 and December 31, 2021, the Company had reserved 74,315,885 and 76,008,377 shares of common stock, respectively, for exercise of outstanding stock options, granting of awards under the Company’s 2021 Equity Incentive Plan and 2013 Equity Incentive Plan (see Note 16) and the exercise of outstanding warrants (see Note 13). |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2021 Incentive Award Plan The Company’s 2021 Incentive Award Plan (the “2021 Plan”) provides for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards, restricted stock units, performance stock units, and other stock-based awards to employees, officers, directors and non-employees of the Company. A total of 21,177,295 shares of common stock may be issued under the 2021 Plan. As of September 30, 2022 and December 31, 2021, 11,287,459 and 19,511,916 shares, respectively, remained available for future grant under the 2021 Plan. Shares, units, and options that are expired, forfeited, canceled or otherwise terminated without having been fully exercised will be available for future grant under the 2021 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for future grants. Stock Options The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted during the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.6 % 0.7 % Expected term (in years) 6.1 6.0 Expected volatility 75.0 % 31.4 % Expected dividend yield 0.0 % 0.0 % The following table summarizes the Company’s stock option activity since December 31, 2021 (in thousands, except for share and per share data): Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2021 20,769,130 $ 0.39 Granted 2,262,925 3.49 Exercised (1,278,014) 0.43 Forfeited (726,201) 0.42 Outstanding as of September 30, 2022 21,027,840 0.72 7.3 $ 32,445 Vested and expected to vest as of September 30, 2022 21,027,840 $ 0.72 7.3 $ 32,445 Options exercisable as of September 30, 2022 13,190,147 $ 0.38 6.7 $ 22,981 The weighted average exercise price of the stock options granted in 2022 in the table above has been updated to align with the terms of the stock option awards. The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. Restricted Stock Units The following table summarizes the Company's restricted stock units activity since December 31, 2021: Number of Grant Date Fair Outstanding as of December 31, 2021 1,951,924 $ 6.76 Granted 7,136,963 3.30 Vested (414,478) 7.02 Cancelled (1,338,230) 5.24 Outstanding as of September 30, 2022 7,336,179 $ 3.65 During the three and nine months ended September 30, 2022, the aggregate grant-date fair value of restricted stock units issued under the 2021 Plan was $0.6 million and $23.5 million, respectively. Restricted stock units generally vest ratably over a three year period subject to the grantee's continued service through the applicable vesting date. Performance Stock Units The following table summarizes the Company's performance stock units activity since December 31, 2021: Number of Grant Date Fair December 31, 2021 — $ — Granted 947,000 2.65 Vested — — Canceled (58,000) 2.65 September 30, 2022 889,000 $ 2.65 During the three and nine months ended September 30, 2022, the aggregate grant-date value of performance stock units issued under the 2021 Plan was less than $0.1 million and $2.5 million, respectively. Based upon the terms of the award agreements, 50% of the applicable units shall vest on January 1, 2023 and 50% on January 1, 2024, provided that the Company has achieved its annual bookings goal for fiscal year 2022 and subject to the grantee’s continued service through the applicable vesting date. 2021 Employee Stock Purchase Plan As of September 30, 2022 and December 31, 2021, 3,435,748 shares of the Company’s common stock remained available for future issuance under the 2021 Employee Stock Purchase Plan. The Company’s board of directors may from time to time grant or provide for the grant to eligible employees of options to purchase common stock under the 2021 Employee Stock Purchase Plan during a specific offering period. As of September 30, 2022, no offerings have been approved. Finback Common Stock Warrants The Company utilized a Black-Scholes pricing model to determine the grant-date fair value of the Finback Common Stock Warrants. The assumptions used are presented in the following table: Warrants - Black Scholes Risk-free interest rate $ 0.4 % Expected term (in years) 3.0 Expected volatility 23.9 % Expected dividend yield 0.0 % On the date of issuance, the total value of the Finback Common Stock Warrants was $19.5 million. As of September 30, 2022, 700,575 Finback Common Stock Warrants were exercisable at a total aggregate intrinsic value of $1.2 million. The remaining 1,852,338 Finback Common Stock Warrants are unvested and have a total unrecognized grant date fair value of $14.1 million. As of September 30, 2022, none of the Finback Common Stock Warrants had been exercised. The Company recognizes compensation expense for the Finback Common Stock Warrants when the warrants become vested based on meeting the certain sales criteria. During the three and nine months ended September 30, 2022, the Company recorded $1.3 million and $2.1 million, respectively, of stock-based compensation expense within sales and marketing expense related to the 2021 Finback common stock warrants. Stock-Based Compensation Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 227 $ 66 $ 615 $ 91 Research and development 1,664 319 3,143 396 Sales and marketing 2,482 3,226 6,310 4,305 General and administrative 2,152 1,044 5,445 1,240 Total stock-based compensation expense $ 6,525 $ 4,655 $ 15,513 $ 6,032 Stock-based compensation expense by award type recognized in the condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options $ 458 $ 123 $ 1,151 $ 565 Earn-out shares 1,832 3,269 5,435 3,269 Warrants 1,285 1,012 2,126 1,806 RSUs and PSUs 2,950 251 6,801 392 Total stock-based compensation expense $ 6,525 $ 4,655 $ 15,513 $ 6,032 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesDuring the three and nine months ended September 30, 2022 and 2021, the Company did not record income tax provisions or income tax benefits due to the net loss before income taxes expected to be incurred for the year ending December 31, 2022, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets, and the net loss before income taxes incurred for the year ended December 31, 2021. The Company’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate (“AETR”), adjusted for the effect of discrete items arising in that quarter. The impact of such inclusions could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings or losses versus annual projections. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, a cumulative adjustment is made in that quarter. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) attributable to common stockholders – basic $ (18,615) $ 20,807 $ (58,102) $ (15,676) Change in fair value for warrant liability — (42) — — Interest to convertible notes — 123 — — Loss on extinguishment of debt — 865 — — Change in fair value of derivative liability — (475) — — Net income (loss) attributable to common stockholders – diluted $ (18,615) $ 21,278 $ (58,102) $ (15,676) Denominator: Weighted average common shares outstanding – basic 144,117,273 119,745,196 143,522,555 47,772,253 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive convertible preferred stock — 14,065,012 — — Effect of potentially dilutive warrants — 423,271 — — Effect of potentially dilutive stock options — 19,696,440 — — Effect of potentially dilutive restricted stock units — 6,517 — — Total potentially dilutive securities — 34,191,240 — — Weighted average common shares outstanding — diluted 144,117,273 153,936,436 143,522,555 47,772,253 Net income (loss) per share attributable to common stockholders - basic $ (0.13) $ 0.17 $ (0.40) $ (0.33) Net income (loss) per share attributable to common stockholders - diluted $ (0.13) $ 0.14 $ (0.40) $ (0.33) The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Options issued and outstanding 21,027,840 1,589,357 21,027,840 21,285,797 Public Warrants to purchase common stock 14,324,994 14,325,000 14,324,994 14,325,000 Warrants to purchase common stock (Finback)*** 2,552,913 2,214,879 2,552,913 2,552,913 Unvested restricted stock units 7,336,179 1,664,567 7,336,179 1,671,084 Unvested performance stock units 889,000 — 889,000 — Earn-out shares** 15,000,000 15,000,000 15,000,000 15,000,000 Contingently issuable common stock** 1,897,500 1,897,500 1,897,500 1,897,500 Convertible notes (as converted to common stock)* — 5,408,672 — 5,408,672 63,028,426 42,099,975 63,028,426 62,140,966 * Conversion feature is only triggered upon the closing of a Qualified Financing Event ** Issuance of Earn-out shares and Contingently issuable common stock are contingent upon the satisfaction of certain conditions, which were not satisfied by the end of the period |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Nonrecourse Promissory Note with Officer In August 2020, the Company entered into a $0.4 million promissory note with an officer with the proceeds being used to exercise options for 1,469,366 shares of common stock at a price of $0.24 per share. The promissory note bore interest at the Wall Street Journal Prime Rate and was secured by the underlying shares of common stock that were issued upon the exercise of the stock options. The promissory note was treated as nonrecourse as the loan was only secured by the common stock issued from the exercise of the stock options. As such, (i) the underlying stock option grant was still considered to be outstanding and the shares of common stock were not considered issued and outstanding for accounting purposes until the loan was repaid in full or otherwise forgiven and (ii) no receivable was recorded for the promissory note on the Company’s condensed consolidated balance sheets. As such, the promissory note effectively extended the maturity date of the option grant for the life of the loan, this change is treated as a stock option modification. The incremental fair value from the stock option modification was deemed immaterial. The interest on this nonrecourse loan is also considered nonrecourse. As the Company has no intent to collect interest, no accrued interest was recorded. In June 2021, the Company agreed to repurchase 43,665 shares of common stock valued at $8.05 per share of common stock held by the officer of the Company. In exchange for the repurchase of the common stock by the Company, the $0.4 million promissory note held by the officer was considered repaid in full. Business Development Agreement with Finback In January 2021, the Company granted the Finback Common Stock Warrants. During the three months ended September 30, 2022 and 2021, the Company recorded $1.3 million and $1.0 million, respectively, of stock-based compensation expense within sales and marketing expense related to the Finback Common Stock Warrants. During the nine months ended September 30, 2022 and 2021, the Company recorded $2.1 million and $1.8 million, respectively, of stock-based compensation expense within sales and marketing expense for the Finback Common Stock Warrants. In connection with the Merger and pursuant to the Merger Agreement, Finback is entitled to receive a proportional share of earn-out shares as an earn-out service provider, based upon the remaining unvested warrants as of the Merger Date. As of September 30, 2022, Finback can earn 284,511 earn-out shares subject to stock-based compensation, based on the achievement of certain milestones. During the three and nine months ended September 30, 2021, $1.5 million stock-based compensation expense was recorded within sales and marketing expense for the earn-out shares allocated to Finback. During the three and nine months ended September 30, 2022, no stock-based compensation expense was recorded within sales and marketing expense for the earn-out shares allocated to Finback. Original Equipment Manufacturer Partnership Agreement with Motorola In December 2020, the Company entered into an original equipment manufacturer partnership agreement (the “Distribution Agreement”) with Motorola, an investor in the Company. In June 2021, the partnership agreement was amended by the Amended and Restated Distribution Agreement (the “Amended and Restated Distribution Agreement”). Motorola sells Motorola-branded premium products based on the Evolv Express platform through their worldwide network of over 2,000 resellers and integration partners, and has integrated the Evolv Express platform with Motorola products. During the three months ended September 30, 2022 and 2021, revenue from sales to Motorola was $2.3 million and less than $0.1 million, respectively. During the nine months ended September 30, 2022 and 2021, revenue from sales to Motorola was $5.0 million and less than $0.1 million, respectively. As of September 30, 2022 and December 31, 2021, accounts receivable related to Motorola’s distributor services was $4.1 million and $1.2 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its Board of Directors and certain of its executive officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their role, status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of September 30, 2022 or December 31, 2021. Legal Proceedings The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses the costs related to such legal proceedings as incurred. |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Prior Period Financial Statements | Revision of Prior Period Financial StatementsAs discussed in Note 1, in preparing the condensed consolidated financial statements as of and for the three and six months ended June 30, 2022, the Company identified errors in its previously issued financial statements whereby (a) certain expenses that were cost of subscription revenue related and cost of service revenue related were inaccurately classified as sales and marketing expenses on the consolidated statements of operations and comprehensive loss, (b) certain equipment under lease or held for lease was inaccurately classified as inventory on the consolidated balance sheets and a portion of the cash outflows related to the equipment under lease or held for lease were misclassified between operating and investing cash flows on the consolidated statements of cash flows, and (c) the vesting of warrants related to the Business Development Agreement disclosed in Note 16 were not accounted for accurately. The identified errors impacted the Company's previously issued 2020 annual financial statements, 2021 quarterly and annual financial statements, and quarterly financial statements for the three months ended March 31, 2022. The Company has made adjustments to the prior period amounts presented in these financial statements accordingly. Additionally, the Company has made adjustments to correct for other previously identified immaterial errors. The Company evaluated the errors and determined that the related impacts were not material to any previously issued annual or interim financial statements. The impact of the revisions is as follows (in thousands): Revised Condensed Consolidated Balance Sheets December 31, 2021 As Previously Reported Adjustment As Revised Assets Current assets: Cash and cash equivalents $ 307,492 $ — $ 307,492 Restricted cash 400 — 400 Accounts receivable, net 6,477 — 6,477 Inventory 5,140 (2,250) 2,890 Current portion of contract assets 1,459 — 1,459 Current portion of commission asset 1,645 — 1,645 Prepaid expenses and other current assets 11,047 (290) 10,757 Total current assets 333,660 (2,540) 331,120 Restricted cash, noncurrent 275 — 275 Contract assets, noncurrent 3,418 — 3,418 Commission asset, noncurrent 3,719 — 3,719 Property and equipment, net 21,592 2,191 23,783 Other assets 401 141 542 Total assets $ 363,065 $ (208) $ 362,857 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 6,363 $ (318) $ 6,045 Accrued expenses and other current liabilities 9,183 368 9,551 Current portion of deferred revenue 6,690 (91) 6,599 Current portion of deferred rent 135 — 135 Current portion of long-term debt 2,000 — 2,000 Total current liabilities 24,371 (41) 24,330 Deferred revenue, noncurrent 2,475 — 2,475 Deferred rent, noncurrent 333 — 333 Long-term debt, noncurrent 7,945 — 7,945 Contingent earn-out liability 20,809 397 21,206 Contingently issuable common stock liability 5,264 — 5,264 Public warrant liability 11,030 — 11,030 Total liabilities 72,227 356 72,583 Stockholders’ equity: Convertible preferred stock — — — Common stock 14 — 14 Additional paid-in capital 395,563 501 396,064 Accumulated deficit (104,739) (1,065) (105,804) Stockholders’ equity 290,838 (564) 290,274 Total liabilities and stockholders’ equity $ 363,065 $ (208) $ 362,857 December 31, 2020 As Previously Reported Adjustment As Revised Assets Current assets: Cash and cash equivalents $ 4,704 $ — $ 4,704 Accounts receivable, net 1,401 — 1,401 Inventory 2,742 (1,156) 1,586 Current portion of commission asset 562 — 562 Prepaid expenses and other current assets 900 641 1,541 Total current assets 10,309 (515) 9,794 Commission asset, noncurrent 1,730 — 1,730 Property and equipment, net 9,316 752 10,068 Other assets — 173 173 Total assets $ 21,355 $ 410 $ 21,765 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 4,437 $ — $ 4,437 Accrued expenses and other current liabilities 3,727 484 4,211 Current portion of deferred revenue 3,717 45 3,762 Current portion of deferred rent 11 — 11 Current portion of financing obligations 227 — 227 Total current liabilities 12,119 529 12,648 Deferred revenue, noncurrent 480 — 480 Financing obligation, noncurrent 132 — 132 Long-term debt, noncurrent 16,432 — 16,432 Derivative Liability 1,000 — 1,000 Common stock warrant liability 1 — 1 Total liabilities 30,164 529 30,693 Stockholders’ equity: Convertible preferred stock 75,877 — 75,877 Common stock 1 — 1 Additional paid-in capital 9,194 916 10,110 Accumulated deficit (93,881) (1,035) (94,916) Stockholders’ equity (84,686) (119) (84,805) Total liabilities and stockholders’ equity $ 21,355 $ 410 $ 21,765 Revised Condensed Consolidated Statements of Operations and Comprehensive Loss Three Months Ended As Previously Reported Adjustment As Revised Revenue: Product revenue $ 5,194 $ — $ 5,194 Subscription revenue 3,020 (16) 3,004 Service revenue 501 11 512 Total revenue 8,715 (5) 8,710 Cost of revenue: Cost of product revenue 5,576 (370) 5,206 Cost of subscription revenue 1,065 477 1,542 Cost of service revenue 448 617 1,065 Total cost of revenue 7,089 724 7,813 Gross profit 1,626 (729) 897 Operating expenses: Research and development 4,286 (111) 4,175 Sales and marketing expense 12,053 (2,381) 9,672 General and administrative 11,093 (276) 10,817 Loss from impairment of property and equipment 96 — 96 Total operating expenses 27,528 (2,768) 24,760 Loss from operations (25,902) 2,039 (23,863) Other income (expense), net: Interest expense (142) — (142) Interest income 209 (141) 68 Change in fair value of contingent earn-out liability 4,226 (1,148) 3,078 Change in fair value of contingently issuable common stock liability 1,472 — 1,472 Change in fair value of public warrant liability 5,586 — 5,586 Total other income (expense), net 11,351 (1,289) 10,062 Net loss $ (14,551) $ 750 $ (13,801) Weighted average common shares outstanding - basic and diluted 142,878,406 — 142,878,406 Net loss per share - basic and diluted $ (0.10) $ — $ (0.10) Year Ended As Previously Reported Adjustment As Revised Revenue: Product revenue $ 13,917 $ (286) $ 13,631 Subscription revenue 7,855 (52) 7,803 Service revenue 1,920 39 1,959 Total revenue 23,692 (299) 23,393 Cost of revenue: Cost of product revenue 12,471 (192) 12,279 Cost of subscription revenue 3,644 857 4,501 Cost of service revenue 936 1,648 2,584 Total cost of revenue 17,051 2,313 19,364 Gross profit 6,641 (2,612) 4,029 Operating expenses: Research and development 11,416 42 11,458 Sales and marketing expense 27,404 (1,305) 26,099 General and administrative 20,013 (144) 19,869 Loss from impairment of property and equipment 1,869 — 1,869 Total operating expenses 60,702 (1,407) 59,295 Loss from operations (54,061) (1,205) (55,266) Other income (expense), net: Interest expense, net (6,095) 27 (6,068) Interest income — — — Loss on disposal of property and equipment (617) — (617) Loss on extinguishment of debt (12,685) — (12,685) Change in fair value of derivative liability (1,745) — (1,745) Change in fair value of contingent earn-out liability 46,212 1,148 47,360 Change in fair value of contingently issuable common stock liability 6,406 — 6,406 Change in fair value of public warrant liability 12,606 — 12,606 Change in fair value of common stock warrant liability (879) — (879) Total other income (expense), net 43,203 1,175 44,378 Net loss $ (10,858) $ (30) $ (10,888) Weighted average common shares outstanding - basic and diluted 71,662,694 — 71,662,694 Net loss per share - basic and diluted $ (0.15) $ — $ (0.15) Three Months Ended Nine Months Ended As Previously Reported Adjustment As Revised As Previously Reported Adjustment As Revised Revenue: Product revenue $ 5,345 $ 50 $ 5,395 $ 10,299 $ (20) $ 10,279 Subscription revenue 2,305 7 2,312 5,118 (58) 5,060 Service revenue 717 — 717 1,429 27 1,456 Total revenue 8,367 57 8,424 16,846 (51) 16,795 Cost of revenue: Cost of product revenue 2,933 34 2,967 7,237 149 7,386 Cost of subscription revenue 1,086 191 1,277 2,542 538 3,080 Cost of service revenue 192 521 713 732 953 1,685 Total cost of revenue 4,211 746 4,957 10,511 1,640 12,151 Gross profit 4,156 (689) 3,467 6,335 (1,691) 4,644 Operating expenses: Research and development 3,641 (29) 3,612 8,330 69 8,399 Sales and marketing expense 8,510 1,514 10,024 17,284 472 17,756 General and administrative 6,983 552 7,535 11,162 896 12,058 Loss from impairment of property and equipment 1,656 — 1,656 1,656 — 1,656 Total operating expenses 20,790 2,037 22,827 38,432 1,437 39,869 Loss from operations (16,634) (2,726) (19,360) (32,097) (3,128) (35,225) Other income (expense), net: Interest expense, net (286) (9) (295) (5,988) 36 (5,952) Other expense, net (669) — (669) (669) — (669) Loss on extinguishment of debt (865) — (865) (12,685) — (12,685) Change in fair value of derivative liability 475 — 475 (1,745) — (1,745) Change in fair value of contingent earn-out liability 31,818 791 32,609 31,818 791 32,609 Change in fair value of contingently issuable common stock liability 5,718 — 5,718 5,718 — 5,718 Change in fair value of public warrant liability 3,152 — 3,152 3,152 — 3,152 Change in fair value of common stock warrant liability 42 — 42 (879) — (879) Total other income (expense), net 39,385 782 40,167 18,722 827 19,549 Net income (loss) attributable to common stockholders - basic $ 22,751 $ (1,944) $ 20,807 $ (13,375) $ (2,301) $ (15,676) Net income (loss) attributable to common stockholders - diluted $ 23,222 $ (1,944) $ 21,278 $ (13,375) $ (2,301) $ (15,676) Weighted average common shares outstanding Basic 119,745,196 — 119,745,196 47,772,253 — 47,772,253 Diluted 153,867,300 69,136 153,936,436 47,772,253 — 47,772,253 Net income (loss) per share Basic $ 0.19 $ (0.02) $ 0.17 $ (0.28) $ (0.05) $ (0.33) Diluted $ 0.15 $ (0.01) $ 0.14 $ (0.28) $ (0.05) $ (0.33) Three Months Ended Six Months Ended As Previously Reported Adjustment As Revised As Previously Reported Adjustment As Revised Revenue: Product revenue $ 2,452 $ 165 $ 2,617 $ 4,954 $ (70) $ 4,884 Subscription revenue 1,513 8 1,521 2,813 (65) 2,748 Service revenue 515 25 540 712 27 739 Total revenue 4,480 198 4,678 8,479 (108) 8,371 Cost of revenue: Cost of product revenue 2,075 128 2,203 4,304 115 4,419 Cost of subscription revenue 861 199 1,060 1,456 347 1,803 Cost of service revenue 413 274 687 540 432 972 Total cost of revenue 3,349 601 3,950 6,300 894 7,194 Gross profit 1,131 (403) 728 2,179 (1,002) 1,177 Operating expenses: Research and development 1,077 (30) 1,047 4,689 98 4,787 Sales and marketing expense 5,090 34 5,124 8,774 (1,042) 7,732 General and administrative 1,280 191 1,471 4,179 344 4,523 Total operating expenses 7,447 195 7,642 17,642 (600) 17,042 Loss from operations (6,316) (598) (6,914) (15,463) (402) (15,865) Other income (expense), net: Interest expense, net (3,255) (8) (3,263) (5,702) 45 (5,657) Interest income — — — — — — Loss on extinguishment of debt (11,820) — (11,820) (11,820) — (11,820) Change in fair value of derivative liability (795) — (795) (2,220) — (2,220) Change in fair value of common stock warrant liability (185) — (185) (921) — (921) Total other income (expense), net (16,055) (8) (16,063) (20,663) 45 (20,618) Net loss $ (22,371) $ (606) $ (22,977) $ (36,126) $ (357) $ (36,483) Weighted average common shares outstanding - basic and diluted 11,922,270 — 11,922,270 11,186,204 — 11,186,204 Net loss per share - basic and diluted $ (1.88) $ (0.05) $ (1.93) $ (3.23) $ (0.03) $ (3.26) Three Months Ended As Previously Reported Adjustment As Revised Revenue: Product revenue $ 2,502 $ (235) $ 2,267 Subscription revenue 1,300 (73) 1,227 Service revenue 197 2 199 Total revenue 3,999 (306) 3,693 Cost of revenue: Cost of product revenue 2,229 (13) 2,216 Cost of subscription revenue 595 148 743 Cost of service revenue 127 158 285 Total cost of revenue 2,951 293 3,244 Gross profit 1,048 (599) 449 Operating expenses: Research and development 3,612 128 3,740 Sales and marketing expense 3,684 (1,076) 2,608 General and administrative 2,899 153 3,052 Total operating expenses 10,195 (795) 9,400 Loss from operations (9,147) 196 (8,951) Other income (expense), net: Interest expense, net (2,447) 53 (2,394) Change in fair value of derivative liability (1,425) — (1,425) Change in fair value of common stock warrant liability (736) — (736) Total other income (expense), net (4,608) 53 (4,555) Net loss $ (13,755) $ 249 $ (13,506) Weighted average common shares outstanding - basic and diluted 10,443,323 — 10,443,323 Net loss per share - basic and diluted $ (1.32) $ 0.03 $ (1.29) Year Ended As Previously Reported Adjustment As Revised Revenue: Product revenue $ 1,279 $ 503 $ 1,782 Subscription revenue 2,637 93 2,730 Service revenue 869 — 869 Total revenue 4,785 596 5,381 Cost of revenue: Cost of product revenue 1,177 562 1,739 Cost of subscription revenue 1,824 — 1,824 Cost of service revenue 495 1 496 Total cost of revenue 3,496 563 4,059 Gross profit 1,289 33 1,322 Operating expenses: Research and development 15,710 (157) 15,553 Sales and marketing expense 7,365 919 8,284 General and administrative 5,110 420 5,530 Total operating expenses 28,185 1,182 29,367 Loss from operations (26,896) (1,149) (28,045) Other income (expense), net: Interest expense, net (430) 114 (316) Loss on extinguishment of debt (66) — (66) Total other income (expense), net (496) 114 (382) Net loss $ (27,392) $ (1,035) $ (28,427) Weighted average common shares outstanding - basic and diluted 8,932,404 — 8,932,404 Net loss per share - basic and diluted $ (3.07) $ (0.11) $ (3.18) Revised Condensed Consolidated Statements of Cash Flows Three Months Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (14,551) $ 750 $ (13,801) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 948 138 1,086 Write-off of inventory 324 — 324 Adjustment to property and equipment for sales type leases (321) (304) (625) Loss from impairment of property and equipment 96 — 96 Stock-based compensation 5,190 (1,263) 3,927 Non-cash interest expense 5 — 5 Non-cash lease expense 197 — 197 Change in fair value of earn-out liability (4,226) 1,148 (3,078) Change in fair value of contingently issuable common stock (1,472) — (1,472) Change in fair value of public warrant liability (5,586) — (5,586) Changes in operating assets and liabilities Accounts receivable (2,112) — (2,112) Inventory (6,985) 5,675 (1,310) Commission assets (351) — (351) Contract assets 108 — 108 Other assets — 141 141 Prepaid expenses and other current assets (5,280) (291) (5,571) Accounts payable (1,867) 1,012 (855) Deferred revenue 2,778 (201) 2,577 Deferred rent (468) 468 — Accrued expenses and other current liabilities (2,065) (368) (2,433) Operating lease liability (229) (468) (697) Net cash used in operating activities (35,867) 6,437 (29,430) Cash flows from investing activities: Development of internal-use software (646) (82) (728) Purchases of property and equipment (323) (6,366) (6,689) Net cash used in investing activities (969) (6,448) (7,417) Cash flows from financing activities: Proceeds from exercise of stock options 216 11 227 Net cash provided by financing activities 216 11 227 Net increase (decrease) in cash, cash equivalents and restricted cash (36,620) — (36,620) Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 308,167 — 308,167 Cash, cash equivalents and restricted cash at end of period $ 271,547 $ — $ 271,547 Supplemental disclosure of non-cash activities Transfer of inventory to property and equipment $ 4,620 $ (4,620) $ — Capital expenditures incurred but not yet paid 1,693 698 2,391 Year Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (10,858) $ (30) $ (10,888) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,895 — 2,895 Write-off of inventory 2,132 — 2,132 Adjustment to property and equipment for sales type leases (91) — (91) Loss from impairment of property and equipment 1,869 — 1,869 Loss on disposal of property and equipment 617 — 617 Stock-based compensation 8,511 1,085 9,596 Non-cash interest expense 5,245 — 5,245 Provision recorded for allowance for doubtful accounts (13) — (13) Loss on extinguishment of debt 12,685 — 12,685 Change in fair value of derivative liability 1,745 — 1,745 Change in fair value of common stock warrant liability 879 — 879 Change in fair value of earn-out liability (46,212) (1,148) (47,360) Change in fair value of contingently issuable common stock (6,406) — (6,406) Change in fair value of public warrant liability (12,606) — (12,606) Changes in operating assets and liabilities Accounts receivable (5,063) — (5,063) Inventory (17,479) 14,043 (3,436) Commission assets (3,072) — (3,072) Contract assets (4,877) — (4,877) Other assets — 32 32 Prepaid expenses and other current assets (10,079) 931 (9,148) Accounts payable (7) 772 765 Deferred revenue 4,968 (136) 4,832 Deferred rent 457 — 457 Warranty reserve (42) — (42) Accrued expenses and other current liabilities 5,174 (2,702) 2,472 Net cash used in operating activities (69,628) 12,847 (56,781) Cash flows from investing activities: Development of internal-use software (1,028) — (1,028) Purchases of property and equipment (3,710) (12,847) (16,557) Net cash used in investing activities (4,738) (12,847) (17,585) Cash flows from financing activities: Proceeds from exercise of stock options 915 — 915 Proceeds from issuance of common stock from the PIPE Investment 300,000 — 300,000 Proceeds from the closing of the Merger 84,945 — 84,945 Payment of offering costs from the closing of the Merger and PIPE Investment (34,132) — (34,132) Repayment of financing obligations (359) — (359) Proceeds from long-term debt, net of issuance costs 31,882 — 31,882 Repayment of principal on long-term debt (5,422) — (5,422) Net cash provided by financing activities 377,829 — 377,829 Net increase (decrease) in cash, cash equivalents and restricted cash 303,463 — 303,463 Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 4,704 — 4,704 Cash, cash equivalents and restricted cash at end of period $ 308,167 $ — $ 308,167 Supplemental disclosure of non-cash activities Transfer of inventory to property and equipment $ 12,949 $ (12,949) $ — Capital expenditures incurred but not yet paid 347 2,589 2,936 Issuance of equity classified warrants 1 (1) — Deferred offering costs included in accounts payable 1,932 11 1,943 Conversion of convertible preferred stock to common stock 75,877 — 75,877 Initial fair value of contingent earn-out liability recognized in connection with the closing of the Merger 67,021 — 67,021 Initial fair value of contingently issuable common stock liability recognized in connection with the closing of the Merger 11,670 — 11,670 Conversion of common stock warrants to common stock in connection with the closing of the Merger 880 — 880 Initial fair value of public warrants in connection with the closing of the Merger 23,636 — 23,636 Nine Months Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (13,375) $ (2,301) $ (15,676) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,948 — 1,948 Write-off of inventory 400 — 400 Loss from impairment of property and equipment 1,656 — 1,656 Loss on disposal of property and equipment 659 — 659 Stock-based compensation 4,013 2,019 6,032 Non-cash interest expense 5,561 — 5,561 Provision recorded for allowance for doubtful accounts (63) — (63) Loss on extinguishment of debt 12,685 — 12,685 Change in fair value of derivative liability 1,745 — 1,745 Change in fair value of common stock warrant liability 879 — 879 Change in fair value of earn-out liability (31,818) (791) (32,609) Change in fair value of contingently issuable common stock (5,718) — (5,718) Change in fair value of public warrant liability (3,152) — (3,152) Changes in operating assets and liabilities Accounts receivable (5,866) — (5,866) Inventory (10,836) 10,100 (736) Commission assets (1,102) — (1,102) Contract assets (2,582) (895) (3,477) Other assets — 23 23 Prepaid expenses and other current assets (12,772) 1,237 (11,535) Accounts payable 2,264 (2,024) 240 Deferred revenue 2,459 (107) 2,352 Deferred rent 397 — 397 Warranty reserve (42) — (42) Accrued expenses and other current liabilities 2,183 651 2,834 Net cash used in operating activities (50,477) 7,912 (42,565) Cash flows from investing activities: Purchases of property and equipment (3,082) (7,912) (10,994) Net cash used in investing activities (3,082) (7,912) (10,994) Cash flows from financing activities: Proceeds from exercise of stock options 777 — 777 Proceeds from issuance of common stock from the PIPE Investment 300,000 — 300,000 Proceeds from the closing of the Merger 84,945 — 84,945 Payment of offering costs from the closing of the Merger and PIPE Investment (33,968) — (33,968) Repayment of financing obligations (359) — (359) Proceeds from long-term debt, net of issuance costs 31,882 — 31,882 Net cash provided by financing activities 383,277 — 383,277 Net increase (decrease) in cash, cash equivalents and restricted cash 329,718 — 329,718 Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 4,704 — 4,704 Cash, cash equivalents and restricted cash at end of period $ 334,422 $ — $ 334,422 Supplemental disclosure of non-cash activities Transfer of inventory to property and equipment $ 9,648 $ (9,648) $ — Capital expenditures incurred but not yet paid — 3,123 3,123 Deferred offering costs included in accounts payable 1,760 10 1,770 Conversion of convertible preferred stock to common stock 75,877 — 75,877 Initial fair value of contingent earn-out liability recognized in connection with the closing of the Merger 66,845 176 67,021 Initial fair value of contingently issuable common stock liability recognized in connection with the closing of the Merger 11,670 — 11,670 Conversion of common stock warrants to common stock in connection with the closing of the Merger 880 — 880 Initial fair value of public warrants in connection with the closing of the Merger 23,636 — 23,636 Six Months Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (36,126) $ (357) $ (36,483) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,102 — 1,102 Stock-based compensation 1,617 (241) 1,376 Non-cash interest expense 5,455 — 5,455 Provision recorded for allowance for doubtful accounts (63) — (63) Loss on extinguishment of debt 11,820 — 11,820 Change in fair value of derivative liability 2,220 — 2,220 Change in fair value of common stock warrant liability 921 — 921 Changes in operating assets and liabilities Accounts receivable (1,335) — (1,335) Inventory (1,173) 720 (453) Commission assets (742) — (742) Contract assets (239) — (239) Other assets — 13 13 Prepaid expenses and other current assets (7,495) 208 (7,287) Accounts payable 5,361 (1,862) 3,499 Deferred revenue 253 (100) 153 Deferred rent 152 — 152 Warranty reserve (42) — (42) Accrued expenses and other current liabilities 1,360 281 1,641 Net cash used in operating activities (16,954) (1,338) (18,292) Cash flows from investing activities: Purchases of property and equipment (9,292) 1,338 (7,954) Net cash used in investing activities (9,292) 1,338 (7,954) Cash flows from financing activities: Proceeds from exercise of stock options 657 — 657 Repayment of financing obligations (359) — (359) Proceeds from long-term debt, net of issuance costs 31,882 — 31,882 Net cash provided by financing activities 32,180 — 32,180 Net increase (decrease) in cash, cash equivalents and restricted cash 5,934 — 5,934 Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 4,704 — 4,704 Cash, cash equivalents and restricted cash at end of period $ 10,638 $ — $ 10,638 Supplemental disclosure of non-cash activities Transfer of inventory to property and equipment $ 46 $ — $ 46 Capital expenditures incurred but not yet paid — 2,962 2,962 Capitalization of stock compensation — 27 27 Three Months Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (13,755) $ 249 $ (13,506) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 452 — 452 Stock-based compensation 1,082 (773) 309 Non-cash interest expense 2,344 — 2,344 Provision recorded for allowance for doubtful accounts (63) — (63) Change in fair value of derivative liability 1,425 — 1,425 Change in fair value of common stock warrant liability 736 — 736 Changes in operating assets and liabilities Accounts receivable (874) — (874) Inventory (433) (47) (480) Commission assets (391) — (391) Contract assets (119) — (119) Other assets — 7 7 Prepaid expenses and other current assets (4,104) 377 (3,727) Accounts payable 1,194 (235) 959 Deferred revenue (621) (185) (806) Deferred rent (11) — (11) Accrued expenses and other current liabilities 1,100 206 1,306 Net cash used in operating activities (12,038) (401) (12,439) Cash flows from investing activities: Purchases of property and equipment (2,522) 401 (2,121) Net cash used in investing activities (2,522) 401 (2,121) Cash flows from financing activities: Proceeds from exercise of stock options 455 — 455 Repayment of financing obligations (359) — (359) Proceeds from long-term debt, net of issuance costs 31,882 — 31,882 Net cash provided by financing activities 31,978 — 31,978 Net increase (decrease) in cash, cash equivalents and restricted cash 17,418 — 17,418 Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 4,704 — 4,704 Cash, cash equivalents and restricted cash at end of period $ 22,122 $ — $ 22,122 Supplemental disclosure of non-cash activities Capital expenditures incurred but not yet paid — 1,335 1,335 Issuance of equity classified warrants 1 — 1 Year Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (27,392) $ (1,035) $ (28,427) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,065 — 1,065 Stock-based compensation 662 917 1,579 Non-cash interest expense 25 — 25 Provision recorded for allowance for doubtful accounts 47 — 47 Loss on extinguishment of debt 66 — 66 Changes in operating assets and liabilities Accounts receivable (464) — (464) Inventory (1,471) 1,156 (315) Commission assets (1,785) — (1,785) Other assets — (173) (173) Prepaid expenses and other current assets (375) (641) (1,016) Accounts payable 1,915 (1,100) 815 Deferred revenue 2,341 45 2,386 Deferred rent (34) — (34) Warranty reserve (14) — (14) Accrued expenses and other current liabilities 2,160 483 2,643 Operating lease liability — — — Net cash used in operating activities (23,254) (348) (23,602) Cash flows from investing activities: Purchases of property and equipment (6,609) 348 (6,261) Net cash used in investing activities (6,609) 348 (6,261) Cash flows from financing activities: Proceeds from issuance of Series B-1 convertible preferred stock, net of issuance costs 2,994 — 2,994 Proceeds from exercise of stock options 442 — 442 Repayment of financing obligations (244) — (244) Proceeds from long-term debt, net of issuance costs 22,438 — 22,438 Repayment of principal on long-term debt (8,404) — (8,404) Net cash provided by financing activities 17,226 — 17,226 Net increase (decrease) in cash, cash equivalents and restricted cash (12,637) — (12,637) Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 17,341 — 17,341 Cash, cash equivalents and restricted cash at end of period $ 4,704 $ — $ 4,704 Supplemental disclosure of non-cash activities Transfer of inventory to property and equipment $ 86 $ — $ 86 Capital expenditures incurred but not yet paid — 1,100 1,100 Issuance of equity classified warrants 112 — 112 Issuance of a nonrecourse promissory note with officer 350 — 350 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). All share and per share amounts contained herein for periods prior to the Merger have been retroactively adjusted to give effect to the Exchange Ratio (as defined in Note 3), unless otherwise indicated. |
Leases as a Lessee | Leases as a Lessee Prior to January 1, 2022, the Company accounted for leases in accordance with ASC 840, Leases . At lease inception, the Company determined if an arrangement was an operating or capital lease. For operating leases, the Company recognized rent expense, inclusive of rent escalation, on a straight-line basis over the lease term. Effective on January 1, 2022, the Company accounts for leases in accordance with ASC 842, Leases . At contract inception, the Company determines if an arrangement is or contains a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If determined to be or contain a lease, the lease is assessed for classification as either an operating or finance lease at the lease commencement date, defined as the date on which the leased asset is made available for use by the Company (when the Company is the lessee). Where the Company is the lessee, for each lease with a term greater than twelve months, the Company records a right-of-use asset and lease liability. A right-of-use asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments arising from the use of the asset over the lease term. Lease liabilities are measured at lease commencement and calculated as the present value of the future lease payments in the contract using the rate implicit in the contract, when available. If an implicit rate is not readily determinable, the Company uses an incremental borrowing rate measured as the rate at which the Company could borrow, on a fully collateralized basis, a commensurate loan in the same currency over a period consistent with the lease term at the commencement date. Right-of-use assets are measured as the amount of the initial lease liability plus initial direct costs and prepaid lease payments, less lease incentives granted by the lessor. The lease term is measured as the noncancelable period in the contract, adjusted for any options to extend or terminate when it is reasonably certain the Company will extend the lease term via such options based on an assessment of economic factors present as of the lease commencement date. The Company elected the practical expedient to not recognize leases with a lease term of twelve months or less. Components of a lease are split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) are allocated, based on the respective relative fair values, to the lease components and non-lease components. The Company has elected the practical expedient to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. The Company’s operating leases are presented in the condensed consolidated balance sheet as operating lease right-of-use assets, classified as noncurrent assets, and operating lease liabilities, classified as current and noncurrent liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. Variable costs associated with a lease, such as maintenance and utilities, are not included in the measurement of the lease liabilities and right-of-use assets but rather are expensed when the events determining the amount of variable consideration to be paid have occurred. |
Subscription Revenue - Leases as Lessor | Subscription Revenue - Leases as Lessor In addition to selling our products directly to customers, we also derive revenue from leasing our equipment, which we classify as subscription revenue. Lease terms are typically four years, generally do not include unilateral options by either the Company or our customer to extend, terminate or to purchase the underlying asset, and customers generally pay either a quarterly or annual fixed payment for the lease and maintenance elements over the contractual lease term. Equipment leases are generally classified as operating leases as they do not meet any of the sales-type lease criteria per ASC 842 and recognized ratably over the duration of the lease. There are no variable lease payments as a part of these arrangements. The accounting provisions we use to classify transactions as sales-type are: (i) whether the lease transfers ownership of the equipment by the end of the lease term, (ii) whether the lease grants the customer an option to purchase the equipment and the customer is reasonably certain to do so, (iii) whether the lease term is for the major part of the economic life of the underlying equipment, (iv) whether the present value of the lease payments, and any residual value guaranteed by the customer that is not already reflected in the lease payments, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease, and (v) whether the equipment is specific to the customer and of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term. Leasing arrangements meeting any of these conditions are accounted for as sales-type leases and revenue attributable to the lease component is recognized in a manner consistent with product revenue and the related equipment is derecognized with the associated expense presented as a cost of revenue. Leasing arrangements that do not meet the criteria for classification as a sales-type lease will be accounted for as a direct-financing lease if the following two conditions are met: (i) the present value of the lease payments, and any residual value guaranteed by the customer that is not already reflected in the lease payments and any other third party unrelated to the Company, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease, and (ii) it is probable that the Company will collect the lease payments and amounts necessary to satisfy a residual value guarantee. Leasing arrangements that do not meet any of the sales-type lease or direct-financing lease classification criteria are accounted for as operating leases and revenue is recognized straight-line over the term of the lease. The Company considers the economic life of most of our products to be seven years. The Company believes seven years is representative of the period during which the equipment is expected to be economically usable by one or more users, with normal service, for the purpose for which it is intended. The unguaranteed residual value is estimated to be the value at the end of the lease term based on the anticipated fair market value of the units. The Company mitigates residual value risk of our leased equipment by performing regular management and maintenance, as necessary. Generally, lease arrangements include both lease and non-lease components. The lease component relates to the customer’s right-to-use the equipment over the lease term. The non-lease components relate to (1) distinct services, such as SaaS and maintenance, (2) any add-on accessories, and (3) installation and training. Installation and training are included in service revenue as described below, and add-on accessories are included in product revenue. Because the equipment, SaaS, and maintenance components of a subscription arrangement are recognized as revenue over the same time period and in the same pattern, the Company elected the practical expedient to aggregate non-lease components with the associated lease component and account for the combined component as an operating lease for all underlying asset classes. In the evaluation of whether the lease component (equipment) or the non-lease components associated with the lease component (SaaS and maintenance) is the predominant component, the Company determined that the lease component is predominant as we believe the customer would ascribe more value to the use of the security equipment than that of the SaaS and maintenance services. Therefore, the Company will account for the combined lease component under ASC 842. The equipment lease and SaaS/maintenance performance obligations are classified as a single category of subscription revenue in the condensed consolidated statements of operations and comprehensive loss. The installation and training services represent distinct services provided to customers. These activities are considered separate performance obligations to the customer and therefore are considered non-lease components. As installation and training services are performed prior to lease commencement, the timing and pattern of transfer for these services differ from that of the lease component (i.e., security hardware) and are not eligible to be combined. We exclude from variable payments all lessor costs that are explicitly required to be paid directly by a lessee on behalf of the lessor to a third party. Revenue related to leases entered into with related parties were $0.2 million and $0.4 million during the three and nine months ended September 30, 2022, respectively. Installation and training are generally billed to the lessee as part of the lease contract billing, according to various contractual terms. The installation and training costs incurred by the Company are accounted for as a fulfillment cost and are included in the cost of services revenue in the condensed consolidated statements of operations and comprehensive loss. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), as subsequently amended (collectively “ASC 842”). The guidance amends the existing accounting standards for lease accounting, including requirements for lessees to recognize assets and liabilities related to long-term leases on the balance sheet and expanding disclosure requirements regarding leasing arrangements. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Lessors are required to classify leases as a sales-type, direct financing, or operating lease. A lease is a sales-type lease if it effectively transfers control of the underlying asset to the lessee as indicated by any one of five criteria being met. All leases that are not sales-type or direct financing leases will be classified as operating leases. In July 2018, the FASB issued additional guidance, which offers a transition option to entities adopting ASC 842 in which entities can elect to apply the new guidance using a modified retrospective approach at the beginning of the year in which the new lease standard is adopted. The Company utilized this transition option whereby financial information for prior periods presented before the ASC 842 effective date will not be updated. In November 2019, the FASB issued ASU 2019-10 deferring the effective date for private entities (also applicable for public companies that qualify as emerging growth companies) for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. In June 2020, the FASB issued ASU 2020-05 which further defers the effective date for private entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted this guidance effective January 1, 2022. ASC 842 provides several optional practical expedients in transition. The Company applied the ‘package of practical expedients’ which allow the Company to not reassess whether existing or expired arrangements contain a lease, the lease classification of existing or expired leases, or whether previous initial direct costs would qualify for capitalization under ASC 842. The adoption of ASC 842 resulted in the recognition of operating lease liabilities of $3.0 million and operating right-of-use assets of $2.5 million, along with the write-off of certain deferred rent balances of $0.5 million within the Company’s condensed consolidated balance sheets as of January 1, 2022. The adoption did not have a significant impact on the Company’s condensed consolidated statements of operations and comprehensive loss and condensed consolidated statements of cash flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various areas related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. For public entities the guidance is effective for annual reporting periods beginning after December 15, 2020 and for interim periods within those fiscal years. For non-public entities, the guidance is effective for annual reporting periods beginning after December 15, 2021 and for interim periods within years beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance effective January 1, 2022 and the adoption of this guidance did not have a material impact on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies and clarifies certain calculation and presentation matters related to convertible and equity and debt instruments. Specifically, ASU 2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. ASU 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this guidance effective January 1, 2022 and the adoption of this guidance did not have a material impact on its condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (1) irrevocably elects to “opt out” of such extended transition period or (2) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The new standard adjusts the accounting for assets held at amortized cost basis, including marketable securities accounted for as available for sale, and trade receivables. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities except smaller reporting companies, the guidance is effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective date for non-public entities and smaller reporting companies to annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application is allowed. The Company expects to adopt this guidance effective January 1, 2023, and does not expect that adoption of the guidance will have a material impact on its condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in ASU 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. The Company expects to adopt this guidance effective January 1, 2023, and does not expect that adoption of the guidance will have a material impact on its condensed consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values (in thousands): Fair Value Measurements at September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 198,610 $ — $ — $ 198,610 $ 198,610 $ — $ — $ 198,610 Liabilities: Contingent earn-out liability $ — $ — $ 11,452 $ 11,452 Contingently issuable common stock liability — — 2,735 2,735 Public Warrant liability 6,733 — — 6,733 $ 6,733 $ — $ 14,187 $ 20,920 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 297,536 $ — $ — $ 297,536 $ 297,536 $ — $ — $ 297,536 Liabilities: Contingent earn-out liability $ — $ — 21,206 $ 21,206 Contingently issuable common stock liability — — 5,264 5,264 Public Warrant liability 11,030 — — 11,030 $ 11,030 $ — $ 26,470 $ 37,500 |
Schedule of common stock warrant liability | The following table provides a rollforward of the contingent earn-out liability (in thousands): December 31, 2021 $ 21,206 Change in fair value (9,754) September 30, 2022 $ 11,452 The following table provides a rollforward of the contingently issuable common shares (in thousands): December 31, 2021 $ 5,264 Change in fair value (2,529) September 30, 2022 $ 2,735 The following table provides a rollforward of the public warrant liability (in thousands): December 31, 2021 $ 11,030 Change in fair value (4,297) September 30, 2022 $ 6,733 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of performance obligations | The following table includes estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) as of September 30, 2022. Less than 1 year Greater than 1 year Total Product revenue $ 4,087 $ — $ 4,087 Subscription revenue 22,682 49,935 72,617 Service revenue 9,061 23,642 32,703 Total revenue $ 35,830 $ 73,577 $ 109,407 |
Schedule of minimum future payments on noncancelable leases | As of September 30, 2022, future minimum payments on noncancelable leases are as follows (in thousands): Year Ending December 31: 2022 (three months remaining) $ 5,734 2023 22,403 2024 20,956 2025 17,067 2026 6,377 Thereafter 80 $ 72,617 |
Summary of rollforward of deferred revenue | The following table provides a rollforward of deferred revenue (in thousands): Balance at December 31, 2021 $ 9,074 Revenue recognized 5,995 Revenue deferred 10,017 Balance at September 30, 2022 $ 25,086 |
Schedule of components of lease revenue | The following table presents the Company’s components of lease revenue (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue from sales-type leases $ 29 $ — $ 1,341 $ — Interest income on lease receivables 60 — 170 — Lease income - operating leases 5,198 2,312 12,208 5,060 Total lease revenue $ 5,287 $ 2,312 $ 13,719 $ 5,060 |
Summary of company's revenue by revenue stream | The following table presents the Company’s revenue by revenue stream (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Product revenue $ 9,839 $ 5,395 $ 19,179 $ 10,279 Leased equipment 5,198 2,312 12,208 5,060 SaaS and Maintenance revenue 1,180 300 2,277 662 Professional services and other revenue 313 417 646 794 Total revenue $ 16,530 $ 8,424 $ 34,310 $ 16,795 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of weighted-average remaining lease term and discount rate | The weighted-average remaining lease term and discount rate as of September 30, 2022 were as follows: Weighted average remaining lease term 2.1 years Weighted average discount rate 6.95 % |
Schedule of future annual lease payments | Future annual lease payments under non-cancelable operating leases as of September 30, 2022 were as follows (in thousands): Year Ended December 31: 2022 (remaining three months) $ 283 2023 1,149 2024 981 Total future lease payments 2,413 Less: imputed interest (160) Present value of operating lease liability $ 2,253 |
Schedule of future annual lease payments (ASC 840) | Future annual lease payments under non-cancelable operating leases as of December 31, 2021 under ASC 840 were as follows (in thousands): Year Ended December 31: 2022 $ 1,116 2023 1,150 2024 981 Total $ 3,247 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of changes in allowance for doubtful accounts | Changes in the allowance for doubtful accounts were as follows (in thousands): Allowance for Doubtful Accounts Balance at December 31, 2021 $ (50) Provisions (100) Write-offs, net of recoveries — Balance at September 30, 2022 $ (150) |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of inventory | Inventory consisted of the following (in thousands): September 30, December 31, Raw materials $ 2,617 $ 1,050 Finished goods 4,115 1,840 Total $ 6,732 $ 2,890 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, Prepaid deposits $ 15,397 $ 7,273 Prepaid subscriptions 573 411 Current portion of net investment in sales-type leases 340 206 Prepaid insurance 2,771 2,625 Other 1,142 242 Total $ 20,223 $ 10,757 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consisted of the following (in thousands): September 30, December 31, Computers and telecom equipment $ 466 $ 40 Lab equipment 690 568 Furniture and fixtures 87 37 Leasehold improvements 542 491 Leased equipment 34,888 20,797 Internal-use software 3,255 1,146 Sales demo equipment 2,085 1,938 Equipment held for lease 1 4,847 2,250 Construction in progress 180 — 47,040 27,267 Less: Accumulated depreciation and amortization (6,508) (3,484) $ 40,532 $ 23,783 1 Represents equipment that has not yet been deployed to a customer and, accordingly, is not being depreciated. |
Schedule of leased equipment | Leased equipment and the related accumulated depreciation were as follows: September 30, December 31, Leased equipment $ 34,888 $ 20,797 Accumulated depreciation (4,868) (2,631) Leased equipment, net $ 30,020 $ 18,166 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued employee compensation and benefits expense $ 4,240 $ 5,692 Accrued professional services and consulting 1,011 1,114 Accrued sales tax 1,671 1,204 Accrued property tax 604 302 Other 1,358 1,239 $ 8,884 $ 9,551 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of components of long-term debt | The components of the Company’s long-term debt consisted of the following (in thousands): September 30, December 31, Term loans payable $ 9,000 $ 10,000 Less: Unamortized discount (41) (55) 8,959 9,945 Less: Current portion of long-term debt 4,000 2,000 Long-term debt, net of discount $ 4,959 $ 7,945 |
Summary of future principal payments on long-term debt | As of September 30, 2022, future principal payments on long-term debt are as follows (in thousands): December 31, 2022 (remaining three months) $ 1,000 2023 4,000 2024 4,000 $ 9,000 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of warrants | As of September 30, 2022 and December 31, 2021, warrants to purchase the following classes of Common Stock outstanding consisted of the following in the table below: September 30, 2022 Issuance Date Contractual Underlying Equity Balance Sheet Shares Issuable Weighted January 13, 2021 10 Common stock Equity 2,552,913 $ 0.42 July 16, 2021 5 Common stock Liability 14,324,994 $ 11.50 16,877,907 December 31, 2021 Issuance Date Contractual Underlying Equity Balance Sheet Shares Issuable Weighted January 13, 2021 10 Common stock Equity 2,552,913 $ 0.42 July 16, 2021 5 Common stock Liability 14,324,994 $ 11.50 16,877,907 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of fair value weighted-average assumptions | The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted during the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.6 % 0.7 % Expected term (in years) 6.1 6.0 Expected volatility 75.0 % 31.4 % Expected dividend yield 0.0 % 0.0 % |
Summary of stock option activity | The following table summarizes the Company’s stock option activity since December 31, 2021 (in thousands, except for share and per share data): Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2021 20,769,130 $ 0.39 Granted 2,262,925 3.49 Exercised (1,278,014) 0.43 Forfeited (726,201) 0.42 Outstanding as of September 30, 2022 21,027,840 0.72 7.3 $ 32,445 Vested and expected to vest as of September 30, 2022 21,027,840 $ 0.72 7.3 $ 32,445 Options exercisable as of September 30, 2022 13,190,147 $ 0.38 6.7 $ 22,981 |
Summary of restricted stock unit activity | The following table summarizes the Company's restricted stock units activity since December 31, 2021: Number of Grant Date Fair Outstanding as of December 31, 2021 1,951,924 $ 6.76 Granted 7,136,963 3.30 Vested (414,478) 7.02 Cancelled (1,338,230) 5.24 Outstanding as of September 30, 2022 7,336,179 $ 3.65 |
Summary of performance stock unit activity | The following table summarizes the Company's performance stock units activity since December 31, 2021: Number of Grant Date Fair December 31, 2021 — $ — Granted 947,000 2.65 Vested — — Canceled (58,000) 2.65 September 30, 2022 889,000 $ 2.65 |
Schedule of fair value measurements of common stock warrants granted | The Company utilized a Black-Scholes pricing model to determine the grant-date fair value of the Finback Common Stock Warrants. The assumptions used are presented in the following table: Warrants - Black Scholes Risk-free interest rate $ 0.4 % Expected term (in years) 3.0 Expected volatility 23.9 % Expected dividend yield 0.0 % |
Schedule of allocation of share based compensation expense | Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 227 $ 66 $ 615 $ 91 Research and development 1,664 319 3,143 396 Sales and marketing 2,482 3,226 6,310 4,305 General and administrative 2,152 1,044 5,445 1,240 Total stock-based compensation expense $ 6,525 $ 4,655 $ 15,513 $ 6,032 |
Schedule of stock-based compensation expense | Stock-based compensation expense by award type recognized in the condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options $ 458 $ 123 $ 1,151 $ 565 Earn-out shares 1,832 3,269 5,435 3,269 Warrants 1,285 1,012 2,126 1,806 RSUs and PSUs 2,950 251 6,801 392 Total stock-based compensation expense $ 6,525 $ 4,655 $ 15,513 $ 6,032 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income (loss) per share | Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) attributable to common stockholders – basic $ (18,615) $ 20,807 $ (58,102) $ (15,676) Change in fair value for warrant liability — (42) — — Interest to convertible notes — 123 — — Loss on extinguishment of debt — 865 — — Change in fair value of derivative liability — (475) — — Net income (loss) attributable to common stockholders – diluted $ (18,615) $ 21,278 $ (58,102) $ (15,676) Denominator: Weighted average common shares outstanding – basic 144,117,273 119,745,196 143,522,555 47,772,253 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive convertible preferred stock — 14,065,012 — — Effect of potentially dilutive warrants — 423,271 — — Effect of potentially dilutive stock options — 19,696,440 — — Effect of potentially dilutive restricted stock units — 6,517 — — Total potentially dilutive securities — 34,191,240 — — Weighted average common shares outstanding — diluted 144,117,273 153,936,436 143,522,555 47,772,253 Net income (loss) per share attributable to common stockholders - basic $ (0.13) $ 0.17 $ (0.40) $ (0.33) Net income (loss) per share attributable to common stockholders - diluted $ (0.13) $ 0.14 $ (0.40) $ (0.33) |
Schedule of potential common shares excluded from the computation of diluted net loss per share | The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Options issued and outstanding 21,027,840 1,589,357 21,027,840 21,285,797 Public Warrants to purchase common stock 14,324,994 14,325,000 14,324,994 14,325,000 Warrants to purchase common stock (Finback)*** 2,552,913 2,214,879 2,552,913 2,552,913 Unvested restricted stock units 7,336,179 1,664,567 7,336,179 1,671,084 Unvested performance stock units 889,000 — 889,000 — Earn-out shares** 15,000,000 15,000,000 15,000,000 15,000,000 Contingently issuable common stock** 1,897,500 1,897,500 1,897,500 1,897,500 Convertible notes (as converted to common stock)* — 5,408,672 — 5,408,672 63,028,426 42,099,975 63,028,426 62,140,966 * Conversion feature is only triggered upon the closing of a Qualified Financing Event ** Issuance of Earn-out shares and Contingently issuable common stock are contingent upon the satisfaction of certain conditions, which were not satisfied by the end of the period |
Revision of Prior Period Fina_2
Revision of Prior Period Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of impacts of the error on the consolidated financial statements | The impact of the revisions is as follows (in thousands): Revised Condensed Consolidated Balance Sheets December 31, 2021 As Previously Reported Adjustment As Revised Assets Current assets: Cash and cash equivalents $ 307,492 $ — $ 307,492 Restricted cash 400 — 400 Accounts receivable, net 6,477 — 6,477 Inventory 5,140 (2,250) 2,890 Current portion of contract assets 1,459 — 1,459 Current portion of commission asset 1,645 — 1,645 Prepaid expenses and other current assets 11,047 (290) 10,757 Total current assets 333,660 (2,540) 331,120 Restricted cash, noncurrent 275 — 275 Contract assets, noncurrent 3,418 — 3,418 Commission asset, noncurrent 3,719 — 3,719 Property and equipment, net 21,592 2,191 23,783 Other assets 401 141 542 Total assets $ 363,065 $ (208) $ 362,857 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 6,363 $ (318) $ 6,045 Accrued expenses and other current liabilities 9,183 368 9,551 Current portion of deferred revenue 6,690 (91) 6,599 Current portion of deferred rent 135 — 135 Current portion of long-term debt 2,000 — 2,000 Total current liabilities 24,371 (41) 24,330 Deferred revenue, noncurrent 2,475 — 2,475 Deferred rent, noncurrent 333 — 333 Long-term debt, noncurrent 7,945 — 7,945 Contingent earn-out liability 20,809 397 21,206 Contingently issuable common stock liability 5,264 — 5,264 Public warrant liability 11,030 — 11,030 Total liabilities 72,227 356 72,583 Stockholders’ equity: Convertible preferred stock — — — Common stock 14 — 14 Additional paid-in capital 395,563 501 396,064 Accumulated deficit (104,739) (1,065) (105,804) Stockholders’ equity 290,838 (564) 290,274 Total liabilities and stockholders’ equity $ 363,065 $ (208) $ 362,857 December 31, 2020 As Previously Reported Adjustment As Revised Assets Current assets: Cash and cash equivalents $ 4,704 $ — $ 4,704 Accounts receivable, net 1,401 — 1,401 Inventory 2,742 (1,156) 1,586 Current portion of commission asset 562 — 562 Prepaid expenses and other current assets 900 641 1,541 Total current assets 10,309 (515) 9,794 Commission asset, noncurrent 1,730 — 1,730 Property and equipment, net 9,316 752 10,068 Other assets — 173 173 Total assets $ 21,355 $ 410 $ 21,765 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 4,437 $ — $ 4,437 Accrued expenses and other current liabilities 3,727 484 4,211 Current portion of deferred revenue 3,717 45 3,762 Current portion of deferred rent 11 — 11 Current portion of financing obligations 227 — 227 Total current liabilities 12,119 529 12,648 Deferred revenue, noncurrent 480 — 480 Financing obligation, noncurrent 132 — 132 Long-term debt, noncurrent 16,432 — 16,432 Derivative Liability 1,000 — 1,000 Common stock warrant liability 1 — 1 Total liabilities 30,164 529 30,693 Stockholders’ equity: Convertible preferred stock 75,877 — 75,877 Common stock 1 — 1 Additional paid-in capital 9,194 916 10,110 Accumulated deficit (93,881) (1,035) (94,916) Stockholders’ equity (84,686) (119) (84,805) Total liabilities and stockholders’ equity $ 21,355 $ 410 $ 21,765 Revised Condensed Consolidated Statements of Operations and Comprehensive Loss Three Months Ended As Previously Reported Adjustment As Revised Revenue: Product revenue $ 5,194 $ — $ 5,194 Subscription revenue 3,020 (16) 3,004 Service revenue 501 11 512 Total revenue 8,715 (5) 8,710 Cost of revenue: Cost of product revenue 5,576 (370) 5,206 Cost of subscription revenue 1,065 477 1,542 Cost of service revenue 448 617 1,065 Total cost of revenue 7,089 724 7,813 Gross profit 1,626 (729) 897 Operating expenses: Research and development 4,286 (111) 4,175 Sales and marketing expense 12,053 (2,381) 9,672 General and administrative 11,093 (276) 10,817 Loss from impairment of property and equipment 96 — 96 Total operating expenses 27,528 (2,768) 24,760 Loss from operations (25,902) 2,039 (23,863) Other income (expense), net: Interest expense (142) — (142) Interest income 209 (141) 68 Change in fair value of contingent earn-out liability 4,226 (1,148) 3,078 Change in fair value of contingently issuable common stock liability 1,472 — 1,472 Change in fair value of public warrant liability 5,586 — 5,586 Total other income (expense), net 11,351 (1,289) 10,062 Net loss $ (14,551) $ 750 $ (13,801) Weighted average common shares outstanding - basic and diluted 142,878,406 — 142,878,406 Net loss per share - basic and diluted $ (0.10) $ — $ (0.10) Year Ended As Previously Reported Adjustment As Revised Revenue: Product revenue $ 13,917 $ (286) $ 13,631 Subscription revenue 7,855 (52) 7,803 Service revenue 1,920 39 1,959 Total revenue 23,692 (299) 23,393 Cost of revenue: Cost of product revenue 12,471 (192) 12,279 Cost of subscription revenue 3,644 857 4,501 Cost of service revenue 936 1,648 2,584 Total cost of revenue 17,051 2,313 19,364 Gross profit 6,641 (2,612) 4,029 Operating expenses: Research and development 11,416 42 11,458 Sales and marketing expense 27,404 (1,305) 26,099 General and administrative 20,013 (144) 19,869 Loss from impairment of property and equipment 1,869 — 1,869 Total operating expenses 60,702 (1,407) 59,295 Loss from operations (54,061) (1,205) (55,266) Other income (expense), net: Interest expense, net (6,095) 27 (6,068) Interest income — — — Loss on disposal of property and equipment (617) — (617) Loss on extinguishment of debt (12,685) — (12,685) Change in fair value of derivative liability (1,745) — (1,745) Change in fair value of contingent earn-out liability 46,212 1,148 47,360 Change in fair value of contingently issuable common stock liability 6,406 — 6,406 Change in fair value of public warrant liability 12,606 — 12,606 Change in fair value of common stock warrant liability (879) — (879) Total other income (expense), net 43,203 1,175 44,378 Net loss $ (10,858) $ (30) $ (10,888) Weighted average common shares outstanding - basic and diluted 71,662,694 — 71,662,694 Net loss per share - basic and diluted $ (0.15) $ — $ (0.15) Three Months Ended Nine Months Ended As Previously Reported Adjustment As Revised As Previously Reported Adjustment As Revised Revenue: Product revenue $ 5,345 $ 50 $ 5,395 $ 10,299 $ (20) $ 10,279 Subscription revenue 2,305 7 2,312 5,118 (58) 5,060 Service revenue 717 — 717 1,429 27 1,456 Total revenue 8,367 57 8,424 16,846 (51) 16,795 Cost of revenue: Cost of product revenue 2,933 34 2,967 7,237 149 7,386 Cost of subscription revenue 1,086 191 1,277 2,542 538 3,080 Cost of service revenue 192 521 713 732 953 1,685 Total cost of revenue 4,211 746 4,957 10,511 1,640 12,151 Gross profit 4,156 (689) 3,467 6,335 (1,691) 4,644 Operating expenses: Research and development 3,641 (29) 3,612 8,330 69 8,399 Sales and marketing expense 8,510 1,514 10,024 17,284 472 17,756 General and administrative 6,983 552 7,535 11,162 896 12,058 Loss from impairment of property and equipment 1,656 — 1,656 1,656 — 1,656 Total operating expenses 20,790 2,037 22,827 38,432 1,437 39,869 Loss from operations (16,634) (2,726) (19,360) (32,097) (3,128) (35,225) Other income (expense), net: Interest expense, net (286) (9) (295) (5,988) 36 (5,952) Other expense, net (669) — (669) (669) — (669) Loss on extinguishment of debt (865) — (865) (12,685) — (12,685) Change in fair value of derivative liability 475 — 475 (1,745) — (1,745) Change in fair value of contingent earn-out liability 31,818 791 32,609 31,818 791 32,609 Change in fair value of contingently issuable common stock liability 5,718 — 5,718 5,718 — 5,718 Change in fair value of public warrant liability 3,152 — 3,152 3,152 — 3,152 Change in fair value of common stock warrant liability 42 — 42 (879) — (879) Total other income (expense), net 39,385 782 40,167 18,722 827 19,549 Net income (loss) attributable to common stockholders - basic $ 22,751 $ (1,944) $ 20,807 $ (13,375) $ (2,301) $ (15,676) Net income (loss) attributable to common stockholders - diluted $ 23,222 $ (1,944) $ 21,278 $ (13,375) $ (2,301) $ (15,676) Weighted average common shares outstanding Basic 119,745,196 — 119,745,196 47,772,253 — 47,772,253 Diluted 153,867,300 69,136 153,936,436 47,772,253 — 47,772,253 Net income (loss) per share Basic $ 0.19 $ (0.02) $ 0.17 $ (0.28) $ (0.05) $ (0.33) Diluted $ 0.15 $ (0.01) $ 0.14 $ (0.28) $ (0.05) $ (0.33) Three Months Ended Six Months Ended As Previously Reported Adjustment As Revised As Previously Reported Adjustment As Revised Revenue: Product revenue $ 2,452 $ 165 $ 2,617 $ 4,954 $ (70) $ 4,884 Subscription revenue 1,513 8 1,521 2,813 (65) 2,748 Service revenue 515 25 540 712 27 739 Total revenue 4,480 198 4,678 8,479 (108) 8,371 Cost of revenue: Cost of product revenue 2,075 128 2,203 4,304 115 4,419 Cost of subscription revenue 861 199 1,060 1,456 347 1,803 Cost of service revenue 413 274 687 540 432 972 Total cost of revenue 3,349 601 3,950 6,300 894 7,194 Gross profit 1,131 (403) 728 2,179 (1,002) 1,177 Operating expenses: Research and development 1,077 (30) 1,047 4,689 98 4,787 Sales and marketing expense 5,090 34 5,124 8,774 (1,042) 7,732 General and administrative 1,280 191 1,471 4,179 344 4,523 Total operating expenses 7,447 195 7,642 17,642 (600) 17,042 Loss from operations (6,316) (598) (6,914) (15,463) (402) (15,865) Other income (expense), net: Interest expense, net (3,255) (8) (3,263) (5,702) 45 (5,657) Interest income — — — — — — Loss on extinguishment of debt (11,820) — (11,820) (11,820) — (11,820) Change in fair value of derivative liability (795) — (795) (2,220) — (2,220) Change in fair value of common stock warrant liability (185) — (185) (921) — (921) Total other income (expense), net (16,055) (8) (16,063) (20,663) 45 (20,618) Net loss $ (22,371) $ (606) $ (22,977) $ (36,126) $ (357) $ (36,483) Weighted average common shares outstanding - basic and diluted 11,922,270 — 11,922,270 11,186,204 — 11,186,204 Net loss per share - basic and diluted $ (1.88) $ (0.05) $ (1.93) $ (3.23) $ (0.03) $ (3.26) Three Months Ended As Previously Reported Adjustment As Revised Revenue: Product revenue $ 2,502 $ (235) $ 2,267 Subscription revenue 1,300 (73) 1,227 Service revenue 197 2 199 Total revenue 3,999 (306) 3,693 Cost of revenue: Cost of product revenue 2,229 (13) 2,216 Cost of subscription revenue 595 148 743 Cost of service revenue 127 158 285 Total cost of revenue 2,951 293 3,244 Gross profit 1,048 (599) 449 Operating expenses: Research and development 3,612 128 3,740 Sales and marketing expense 3,684 (1,076) 2,608 General and administrative 2,899 153 3,052 Total operating expenses 10,195 (795) 9,400 Loss from operations (9,147) 196 (8,951) Other income (expense), net: Interest expense, net (2,447) 53 (2,394) Change in fair value of derivative liability (1,425) — (1,425) Change in fair value of common stock warrant liability (736) — (736) Total other income (expense), net (4,608) 53 (4,555) Net loss $ (13,755) $ 249 $ (13,506) Weighted average common shares outstanding - basic and diluted 10,443,323 — 10,443,323 Net loss per share - basic and diluted $ (1.32) $ 0.03 $ (1.29) Year Ended As Previously Reported Adjustment As Revised Revenue: Product revenue $ 1,279 $ 503 $ 1,782 Subscription revenue 2,637 93 2,730 Service revenue 869 — 869 Total revenue 4,785 596 5,381 Cost of revenue: Cost of product revenue 1,177 562 1,739 Cost of subscription revenue 1,824 — 1,824 Cost of service revenue 495 1 496 Total cost of revenue 3,496 563 4,059 Gross profit 1,289 33 1,322 Operating expenses: Research and development 15,710 (157) 15,553 Sales and marketing expense 7,365 919 8,284 General and administrative 5,110 420 5,530 Total operating expenses 28,185 1,182 29,367 Loss from operations (26,896) (1,149) (28,045) Other income (expense), net: Interest expense, net (430) 114 (316) Loss on extinguishment of debt (66) — (66) Total other income (expense), net (496) 114 (382) Net loss $ (27,392) $ (1,035) $ (28,427) Weighted average common shares outstanding - basic and diluted 8,932,404 — 8,932,404 Net loss per share - basic and diluted $ (3.07) $ (0.11) $ (3.18) Revised Condensed Consolidated Statements of Cash Flows Three Months Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (14,551) $ 750 $ (13,801) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 948 138 1,086 Write-off of inventory 324 — 324 Adjustment to property and equipment for sales type leases (321) (304) (625) Loss from impairment of property and equipment 96 — 96 Stock-based compensation 5,190 (1,263) 3,927 Non-cash interest expense 5 — 5 Non-cash lease expense 197 — 197 Change in fair value of earn-out liability (4,226) 1,148 (3,078) Change in fair value of contingently issuable common stock (1,472) — (1,472) Change in fair value of public warrant liability (5,586) — (5,586) Changes in operating assets and liabilities Accounts receivable (2,112) — (2,112) Inventory (6,985) 5,675 (1,310) Commission assets (351) — (351) Contract assets 108 — 108 Other assets — 141 141 Prepaid expenses and other current assets (5,280) (291) (5,571) Accounts payable (1,867) 1,012 (855) Deferred revenue 2,778 (201) 2,577 Deferred rent (468) 468 — Accrued expenses and other current liabilities (2,065) (368) (2,433) Operating lease liability (229) (468) (697) Net cash used in operating activities (35,867) 6,437 (29,430) Cash flows from investing activities: Development of internal-use software (646) (82) (728) Purchases of property and equipment (323) (6,366) (6,689) Net cash used in investing activities (969) (6,448) (7,417) Cash flows from financing activities: Proceeds from exercise of stock options 216 11 227 Net cash provided by financing activities 216 11 227 Net increase (decrease) in cash, cash equivalents and restricted cash (36,620) — (36,620) Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 308,167 — 308,167 Cash, cash equivalents and restricted cash at end of period $ 271,547 $ — $ 271,547 Supplemental disclosure of non-cash activities Transfer of inventory to property and equipment $ 4,620 $ (4,620) $ — Capital expenditures incurred but not yet paid 1,693 698 2,391 Year Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (10,858) $ (30) $ (10,888) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,895 — 2,895 Write-off of inventory 2,132 — 2,132 Adjustment to property and equipment for sales type leases (91) — (91) Loss from impairment of property and equipment 1,869 — 1,869 Loss on disposal of property and equipment 617 — 617 Stock-based compensation 8,511 1,085 9,596 Non-cash interest expense 5,245 — 5,245 Provision recorded for allowance for doubtful accounts (13) — (13) Loss on extinguishment of debt 12,685 — 12,685 Change in fair value of derivative liability 1,745 — 1,745 Change in fair value of common stock warrant liability 879 — 879 Change in fair value of earn-out liability (46,212) (1,148) (47,360) Change in fair value of contingently issuable common stock (6,406) — (6,406) Change in fair value of public warrant liability (12,606) — (12,606) Changes in operating assets and liabilities Accounts receivable (5,063) — (5,063) Inventory (17,479) 14,043 (3,436) Commission assets (3,072) — (3,072) Contract assets (4,877) — (4,877) Other assets — 32 32 Prepaid expenses and other current assets (10,079) 931 (9,148) Accounts payable (7) 772 765 Deferred revenue 4,968 (136) 4,832 Deferred rent 457 — 457 Warranty reserve (42) — (42) Accrued expenses and other current liabilities 5,174 (2,702) 2,472 Net cash used in operating activities (69,628) 12,847 (56,781) Cash flows from investing activities: Development of internal-use software (1,028) — (1,028) Purchases of property and equipment (3,710) (12,847) (16,557) Net cash used in investing activities (4,738) (12,847) (17,585) Cash flows from financing activities: Proceeds from exercise of stock options 915 — 915 Proceeds from issuance of common stock from the PIPE Investment 300,000 — 300,000 Proceeds from the closing of the Merger 84,945 — 84,945 Payment of offering costs from the closing of the Merger and PIPE Investment (34,132) — (34,132) Repayment of financing obligations (359) — (359) Proceeds from long-term debt, net of issuance costs 31,882 — 31,882 Repayment of principal on long-term debt (5,422) — (5,422) Net cash provided by financing activities 377,829 — 377,829 Net increase (decrease) in cash, cash equivalents and restricted cash 303,463 — 303,463 Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 4,704 — 4,704 Cash, cash equivalents and restricted cash at end of period $ 308,167 $ — $ 308,167 Supplemental disclosure of non-cash activities Transfer of inventory to property and equipment $ 12,949 $ (12,949) $ — Capital expenditures incurred but not yet paid 347 2,589 2,936 Issuance of equity classified warrants 1 (1) — Deferred offering costs included in accounts payable 1,932 11 1,943 Conversion of convertible preferred stock to common stock 75,877 — 75,877 Initial fair value of contingent earn-out liability recognized in connection with the closing of the Merger 67,021 — 67,021 Initial fair value of contingently issuable common stock liability recognized in connection with the closing of the Merger 11,670 — 11,670 Conversion of common stock warrants to common stock in connection with the closing of the Merger 880 — 880 Initial fair value of public warrants in connection with the closing of the Merger 23,636 — 23,636 Nine Months Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (13,375) $ (2,301) $ (15,676) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,948 — 1,948 Write-off of inventory 400 — 400 Loss from impairment of property and equipment 1,656 — 1,656 Loss on disposal of property and equipment 659 — 659 Stock-based compensation 4,013 2,019 6,032 Non-cash interest expense 5,561 — 5,561 Provision recorded for allowance for doubtful accounts (63) — (63) Loss on extinguishment of debt 12,685 — 12,685 Change in fair value of derivative liability 1,745 — 1,745 Change in fair value of common stock warrant liability 879 — 879 Change in fair value of earn-out liability (31,818) (791) (32,609) Change in fair value of contingently issuable common stock (5,718) — (5,718) Change in fair value of public warrant liability (3,152) — (3,152) Changes in operating assets and liabilities Accounts receivable (5,866) — (5,866) Inventory (10,836) 10,100 (736) Commission assets (1,102) — (1,102) Contract assets (2,582) (895) (3,477) Other assets — 23 23 Prepaid expenses and other current assets (12,772) 1,237 (11,535) Accounts payable 2,264 (2,024) 240 Deferred revenue 2,459 (107) 2,352 Deferred rent 397 — 397 Warranty reserve (42) — (42) Accrued expenses and other current liabilities 2,183 651 2,834 Net cash used in operating activities (50,477) 7,912 (42,565) Cash flows from investing activities: Purchases of property and equipment (3,082) (7,912) (10,994) Net cash used in investing activities (3,082) (7,912) (10,994) Cash flows from financing activities: Proceeds from exercise of stock options 777 — 777 Proceeds from issuance of common stock from the PIPE Investment 300,000 — 300,000 Proceeds from the closing of the Merger 84,945 — 84,945 Payment of offering costs from the closing of the Merger and PIPE Investment (33,968) — (33,968) Repayment of financing obligations (359) — (359) Proceeds from long-term debt, net of issuance costs 31,882 — 31,882 Net cash provided by financing activities 383,277 — 383,277 Net increase (decrease) in cash, cash equivalents and restricted cash 329,718 — 329,718 Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 4,704 — 4,704 Cash, cash equivalents and restricted cash at end of period $ 334,422 $ — $ 334,422 Supplemental disclosure of non-cash activities Transfer of inventory to property and equipment $ 9,648 $ (9,648) $ — Capital expenditures incurred but not yet paid — 3,123 3,123 Deferred offering costs included in accounts payable 1,760 10 1,770 Conversion of convertible preferred stock to common stock 75,877 — 75,877 Initial fair value of contingent earn-out liability recognized in connection with the closing of the Merger 66,845 176 67,021 Initial fair value of contingently issuable common stock liability recognized in connection with the closing of the Merger 11,670 — 11,670 Conversion of common stock warrants to common stock in connection with the closing of the Merger 880 — 880 Initial fair value of public warrants in connection with the closing of the Merger 23,636 — 23,636 Six Months Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (36,126) $ (357) $ (36,483) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,102 — 1,102 Stock-based compensation 1,617 (241) 1,376 Non-cash interest expense 5,455 — 5,455 Provision recorded for allowance for doubtful accounts (63) — (63) Loss on extinguishment of debt 11,820 — 11,820 Change in fair value of derivative liability 2,220 — 2,220 Change in fair value of common stock warrant liability 921 — 921 Changes in operating assets and liabilities Accounts receivable (1,335) — (1,335) Inventory (1,173) 720 (453) Commission assets (742) — (742) Contract assets (239) — (239) Other assets — 13 13 Prepaid expenses and other current assets (7,495) 208 (7,287) Accounts payable 5,361 (1,862) 3,499 Deferred revenue 253 (100) 153 Deferred rent 152 — 152 Warranty reserve (42) — (42) Accrued expenses and other current liabilities 1,360 281 1,641 Net cash used in operating activities (16,954) (1,338) (18,292) Cash flows from investing activities: Purchases of property and equipment (9,292) 1,338 (7,954) Net cash used in investing activities (9,292) 1,338 (7,954) Cash flows from financing activities: Proceeds from exercise of stock options 657 — 657 Repayment of financing obligations (359) — (359) Proceeds from long-term debt, net of issuance costs 31,882 — 31,882 Net cash provided by financing activities 32,180 — 32,180 Net increase (decrease) in cash, cash equivalents and restricted cash 5,934 — 5,934 Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 4,704 — 4,704 Cash, cash equivalents and restricted cash at end of period $ 10,638 $ — $ 10,638 Supplemental disclosure of non-cash activities Transfer of inventory to property and equipment $ 46 $ — $ 46 Capital expenditures incurred but not yet paid — 2,962 2,962 Capitalization of stock compensation — 27 27 Three Months Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (13,755) $ 249 $ (13,506) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 452 — 452 Stock-based compensation 1,082 (773) 309 Non-cash interest expense 2,344 — 2,344 Provision recorded for allowance for doubtful accounts (63) — (63) Change in fair value of derivative liability 1,425 — 1,425 Change in fair value of common stock warrant liability 736 — 736 Changes in operating assets and liabilities Accounts receivable (874) — (874) Inventory (433) (47) (480) Commission assets (391) — (391) Contract assets (119) — (119) Other assets — 7 7 Prepaid expenses and other current assets (4,104) 377 (3,727) Accounts payable 1,194 (235) 959 Deferred revenue (621) (185) (806) Deferred rent (11) — (11) Accrued expenses and other current liabilities 1,100 206 1,306 Net cash used in operating activities (12,038) (401) (12,439) Cash flows from investing activities: Purchases of property and equipment (2,522) 401 (2,121) Net cash used in investing activities (2,522) 401 (2,121) Cash flows from financing activities: Proceeds from exercise of stock options 455 — 455 Repayment of financing obligations (359) — (359) Proceeds from long-term debt, net of issuance costs 31,882 — 31,882 Net cash provided by financing activities 31,978 — 31,978 Net increase (decrease) in cash, cash equivalents and restricted cash 17,418 — 17,418 Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 4,704 — 4,704 Cash, cash equivalents and restricted cash at end of period $ 22,122 $ — $ 22,122 Supplemental disclosure of non-cash activities Capital expenditures incurred but not yet paid — 1,335 1,335 Issuance of equity classified warrants 1 — 1 Year Ended As Previously Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (27,392) $ (1,035) $ (28,427) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,065 — 1,065 Stock-based compensation 662 917 1,579 Non-cash interest expense 25 — 25 Provision recorded for allowance for doubtful accounts 47 — 47 Loss on extinguishment of debt 66 — 66 Changes in operating assets and liabilities Accounts receivable (464) — (464) Inventory (1,471) 1,156 (315) Commission assets (1,785) — (1,785) Other assets — (173) (173) Prepaid expenses and other current assets (375) (641) (1,016) Accounts payable 1,915 (1,100) 815 Deferred revenue 2,341 45 2,386 Deferred rent (34) — (34) Warranty reserve (14) — (14) Accrued expenses and other current liabilities 2,160 483 2,643 Operating lease liability — — — Net cash used in operating activities (23,254) (348) (23,602) Cash flows from investing activities: Purchases of property and equipment (6,609) 348 (6,261) Net cash used in investing activities (6,609) 348 (6,261) Cash flows from financing activities: Proceeds from issuance of Series B-1 convertible preferred stock, net of issuance costs 2,994 — 2,994 Proceeds from exercise of stock options 442 — 442 Repayment of financing obligations (244) — (244) Proceeds from long-term debt, net of issuance costs 22,438 — 22,438 Repayment of principal on long-term debt (8,404) — (8,404) Net cash provided by financing activities 17,226 — 17,226 Net increase (decrease) in cash, cash equivalents and restricted cash (12,637) — (12,637) Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 17,341 — 17,341 Cash, cash equivalents and restricted cash at end of period $ 4,704 $ — $ 4,704 Supplemental disclosure of non-cash activities Transfer of inventory to property and equipment $ 86 $ — $ 86 Capital expenditures incurred but not yet paid — 1,100 1,100 Issuance of equity classified warrants 112 — 112 Issuance of a nonrecourse promissory note with officer 350 — 350 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jan. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | May 01, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Lease term | 4 years | 4 years | 42 months | ||
Revenue related to leases with related parties | $ 200 | $ 400 | |||
Present value of operating lease liability | 2,253 | 2,253 | |||
Operating lease right-of-use assets | $ 1,882 | $ 1,882 | $ 0 | ||
Leased equipment | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Depreciable lives | 7 years | ||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Present value of operating lease liability | $ 3,000 | ||||
Operating lease right-of-use assets | 2,500 | ||||
Write-off of deferred rent balances | $ 500 |
Merger with NHIC and Related _2
Merger with NHIC and Related Transactions (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Jul. 16, 2021 USD ($) $ / shares shares | Aug. 04, 2020 shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | |
Business Acquisition [Line Items] | |||||
Issuance of common stock in connection with the closing of the Merger (in shares) | 10,391,513 | ||||
Earn-out shares issuable upon achieving certain milestones | 15,000,000 | ||||
Shares cancelled (in shares) | 726,201 | ||||
Number of stock options outstanding (in shares) | 21,027,840 | 20,769,130 | |||
Received gross proceeds from PIPE investment | $ | $ 300,000 | ||||
Gross proceeds received from Merger | $ | $ 0 | $ 84,945 | $ 84,945 | ||
New Hold Investment Corporation, Inc | NewHold Investment Corp | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage | 7.30% | ||||
Subscription Agreements | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock in connection with the consummation of the PIPE Investment (in shares) | 30,000,000 | ||||
Purchase price of share | $ / shares | $ 10 | ||||
Received gross proceeds from PIPE investment | $ | $ 300,000 | ||||
NewHold Investment Corp | |||||
Business Acquisition [Line Items] | |||||
Goodwill and other intangible assets | $ | $ 0 | ||||
Number of shares (in shares) | 94,192,534 | ||||
Exchange ratio | 0.378 | ||||
Shares cancelled (in shares) | 57,938,375 | ||||
Number of stock options outstanding (in shares) | 21,891,254 | ||||
Gross proceeds received from Merger | $ | $ 84,900 | ||||
Percentage owned by shareholders | 92.70% | ||||
Common Stock | |||||
Business Acquisition [Line Items] | |||||
Number of shares issued for each unit of common stock (in shares) | 1 | ||||
Series A-1 Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock issuable upon conversion (in shares) | 24,359,107 | ||||
Conversion ratio | 1 | 1 | |||
Series A Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock issuable upon conversion (in shares) | 3,484,240 | ||||
Conversion ratio | 2 | 2 | |||
Series B-1 Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock issuable upon conversion (in shares) | 34,129,398 | ||||
Conversion ratio | 1 | 1 | |||
Series B Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock issuable upon conversion (in shares) | 15,367,312 | ||||
Conversion ratio | 1 | 1 | |||
Warrants | |||||
Business Acquisition [Line Items] | |||||
Number of shares issued for each unit of common stock (in shares) | 0.5 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value On Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities: | |||
Public warrant liability | $ 6,733 | $ 11,030 | $ 1 |
Recurring Basis | |||
Assets: | |||
Money market funds | 198,610 | 297,536 | |
Total assets measured at fair value | 198,610 | 297,536 | |
Liabilities: | |||
Contingent earn-out liability | 11,452 | 21,206 | |
Contingently issuable common stock liability | 2,735 | 5,264 | |
Public warrant liability | 6,733 | 11,030 | |
Liabilities of fair value | 20,920 | 37,500 | |
Recurring Basis | Level 1 | |||
Assets: | |||
Money market funds | 198,610 | 297,536 | |
Total assets measured at fair value | 198,610 | 297,536 | |
Liabilities: | |||
Contingent earn-out liability | 0 | 0 | |
Contingently issuable common stock liability | 0 | 0 | |
Public warrant liability | 6,733 | 11,030 | |
Liabilities of fair value | 6,733 | 11,030 | |
Recurring Basis | Level 2 | |||
Assets: | |||
Money market funds | 0 | 0 | |
Total assets measured at fair value | 0 | 0 | |
Liabilities: | |||
Contingent earn-out liability | 0 | 0 | |
Contingently issuable common stock liability | 0 | 0 | |
Public warrant liability | 0 | 0 | |
Liabilities of fair value | 0 | 0 | |
Recurring Basis | Level 3 | |||
Assets: | |||
Money market funds | 0 | 0 | |
Total assets measured at fair value | 0 | 0 | |
Liabilities: | |||
Contingent earn-out liability | 11,452 | 21,206 | |
Contingently issuable common stock liability | 2,735 | 5,264 | |
Public warrant liability | 0 | 0 | |
Liabilities of fair value | $ 14,187 | $ 26,470 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Contingent earn-out liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning | $ 21,206 |
Change in fair value | (9,754) |
Balance at ending | 11,452 |
Contingently issuable common stock liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning | 5,264 |
Change in fair value | (2,529) |
Balance at ending | $ 2,735 |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant Liability (Details) - Public Warrant $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning | $ 11,030 |
Change in fair value | (4,297) |
Balance at ending | $ 6,733 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - shares | 9 Months Ended | ||
Jul. 16, 2021 | Jul. 15, 2021 | Sep. 30, 2022 | |
Contingent earn-out liability | Expected volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, measurement input | 90% | ||
Contingent earn-out liability | Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, measurement input | 4.20% | ||
Contingent earn-out liability | Change in control | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, measurement input | 25% | ||
Contingent earn-out liability | Expected term (in years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration term | 3 years 4 months 24 days | ||
Contingently issuable common stock liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Issuance of common stock in connection with the consummation of the PIPE Investment (in shares) | 517,500 | 4,312,500 | |
Shares vested | 1,897,500 | ||
Outstanding shares expected to vest | 1,897,500 | ||
Contingently issuable common stock liability | Expected volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, measurement input | 90% | ||
Contingently issuable common stock liability | Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, measurement input | 4.20% | ||
Contingently issuable common stock liability | Change in control | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, measurement input | 25% | ||
Contingently issuable common stock liability | Expected term (in years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration term | 3 years 9 months 18 days |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of performance obligations (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Disaggregation of Revenue [Line Items] | |
Total revenue | $ 109,407 |
Less than 1 year | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 35,830 |
Greater than 1 year | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 73,577 |
Product revenue | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 4,087 |
Product revenue | Less than 1 year | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 4,087 |
Product revenue | Greater than 1 year | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 0 |
Subscription revenue | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 72,617 |
Subscription revenue | Less than 1 year | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 22,682 |
Subscription revenue | Greater than 1 year | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 49,935 |
Service revenue | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 32,703 |
Service revenue | Less than 1 year | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 9,061 |
Service revenue | Greater than 1 year | |
Disaggregation of Revenue [Line Items] | |
Total revenue | $ 23,642 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of minimum future payments on noncancelable leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Revenue Recognition and Deferred Revenue [Abstract] | |
2022 (three months remaining) | $ 5,734 |
2023 | 22,403 |
2024 | 20,956 |
2025 | 17,067 |
2026 | 6,377 |
Thereafter | 80 |
Lessor, operating lease, payments to be received | $ 72,617 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) unit | Sep. 30, 2021 USD ($) unit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 16, 2021 shares | |
Deferred Revenue Arrangement [Line Items] | |||||||||||
Current portion of contract assets | $ 5,291 | $ 5,291 | $ 1,459 | ||||||||
Contract assets, noncurrent | 1,524 | 1,524 | 3,418 | ||||||||
Revenue recognized from prior year deferred revenue balance | 1,300 | $ 500 | 5,995 | $ 2,300 | |||||||
Deferred asset related to commissions | 7,000 | 7,000 | 5,400 | ||||||||
Amortized commissions | 1,200 | 1,400 | 2,400 | 2,000 | |||||||
General and administrative | $ 8,839 | $ 10,817 | $ 7,535 | $ 1,471 | $ 3,052 | $ 4,523 | $ 29,268 | $ 12,058 | $ 19,869 | $ 5,530 | |
Give Evolv LLC | |||||||||||
Deferred Revenue Arrangement [Line Items] | |||||||||||
Initial contribution of common shares (in shares) | shares | 517,500 | ||||||||||
Number of Evolv Express units donated | unit | 6 | 0 | |||||||||
General and administrative | $ 200 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of rollforward of deferred revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Movement in Deferred Revenue [Roll Forward] | ||||
Balance at beginning of period | $ 9,074 | |||
Revenue recognized from prior year deferred revenue balance | $ 1,300 | $ 500 | 5,995 | $ 2,300 |
Revenue deferred | 10,017 | |||
Balance at end of period | $ 25,086 | $ 25,086 |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of components of lease revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||||
Revenue from sales-type leases | $ 29 | $ 0 | $ 1,341 | $ 0 |
Interest income on lease receivables | 60 | 0 | 170 | 0 |
Lease income - operating leases | 5,198 | 2,312 | 12,208 | 5,060 |
Total lease revenue | $ 5,287 | $ 2,312 | $ 13,719 | $ 5,060 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of company's revenue by revenue stream (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenue | $ 16,530 | $ 8,710 | $ 8,424 | $ 4,678 | $ 3,693 | $ 8,371 | $ 34,310 | $ 16,795 | $ 23,393 | $ 5,381 |
Product revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenue | 9,839 | $ 5,194 | 5,395 | $ 2,617 | $ 2,267 | $ 4,884 | 19,179 | 10,279 | $ 13,631 | $ 1,782 |
Leased equipment | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenue | 5,198 | 2,312 | 12,208 | 5,060 | ||||||
SaaS and Maintenance revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenue | 1,180 | 300 | 2,277 | 662 | ||||||
Professional services and other revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenue | $ 313 | $ 417 | $ 646 | $ 794 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
May 01, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) space | Sep. 30, 2021 USD ($) | |
Leases [Abstract] | |||||
Lease term | 42 months | 4 years | 4 years | ||
Security deposit | $ 0.7 | ||||
Lease renewal term | 3 years | ||||
Required notice period before renewal | 9 months | ||||
Number of storage spaces | space | 3 | ||||
Operating lease cost | $ 0.3 | $ 0.7 | |||
Operating lease payments | $ 0.8 | ||||
Rent expense | $ 0.3 | $ 0.7 |
Leases - Schedule of weighted-a
Leases - Schedule of weighted-average remaining lease term and discount rate (Details) | Sep. 30, 2022 |
Leases [Abstract] | |
Weighted average remaining lease term | 2 years 1 month 6 days |
Weighted average discount rate | 6.95% |
Leases - Schedule of future ann
Leases - Schedule of future annual lease payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remaining three months) | $ 283 |
2023 | 1,149 |
2024 | 981 |
Total future lease payments | 2,413 |
Less: imputed interest | (160) |
Present value of operating lease liability | $ 2,253 |
Leases - Schedule of future a_2
Leases - Schedule of future annual lease payments (ASC 840) (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 1,116 |
2023 | 1,150 |
2024 | 981 |
Total | $ 3,247 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||||
Balance at December 31, 2021 | $ (50) | |||||
Provision recorded for allowance for doubtful accounts | $ 63 | $ 63 | (100) | $ 63 | $ 13 | $ (47) |
Write-offs, net of recoveries | 0 | |||||
Balance at September 30, 2022 | $ (150) | $ (50) |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 2,617 | $ 1,050 | |
Finished goods | 4,115 | 1,840 | |
Total | $ 6,732 | $ 2,890 | $ 1,586 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid deposits | $ 15,397 | $ 7,273 | |
Prepaid subscriptions | 573 | 411 | |
Current portion of net investment in sales-type leases | 340 | 206 | |
Prepaid insurance | 2,771 | 2,625 | |
Other | 1,142 | 242 | |
Total | $ 20,223 | $ 10,757 | $ 1,541 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of property and equipment, net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 47,040 | $ 27,267 | |
Less: Accumulated depreciation and amortization | (6,508) | (3,484) | |
Total property, plant and equipment, net | 40,532 | 23,783 | $ 10,068 |
Computers and telecom equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 466 | 40 | |
Lab equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 690 | 568 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 87 | 37 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 542 | 491 | |
Leased equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 34,888 | 20,797 | |
Less: Accumulated depreciation and amortization | (4,868) | (2,631) | |
Total property, plant and equipment, net | 30,020 | 18,166 | |
Internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 3,255 | 1,146 | |
Sales demo equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 2,085 | 1,938 | |
Equipment held for lease | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 4,847 | 2,250 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 180 | $ 0 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||||
Depreciation and amortization | $ 1,400 | $ 1,086 | $ 800 | $ 452 | $ 1,102 | $ 3,782 | $ 1,948 | $ 2,895 | $ 1,065 |
Loss from impairment of property and equipment | 626 | $ 96 | 1,656 | 1,038 | 1,656 | $ 1,869 | |||
Leased equipment | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Depreciation | 1,100 | 800 | $ 3,000 | 1,800 | |||||
Depreciable lives | 7 years | ||||||||
Property and equipment | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Loss from impairment of property and equipment | $ 600 | $ 1,700 | $ 1,000 | $ 1,700 |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of leased equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Leased equipment | $ 47,040 | $ 27,267 | |
Accumulated depreciation | (6,508) | (3,484) | |
Total property, plant and equipment, net | 40,532 | 23,783 | $ 10,068 |
Leased equipment | |||
Property, Plant and Equipment [Line Items] | |||
Leased equipment | 34,888 | 20,797 | |
Accumulated depreciation | (4,868) | (2,631) | |
Total property, plant and equipment, net | $ 30,020 | $ 18,166 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued employee compensation and benefits expense | $ 4,240 | $ 5,692 | |
Accrued professional services and consulting | 1,011 | 1,114 | |
Accrued sales tax | 1,671 | 1,204 | |
Accrued property tax | 604 | 302 | |
Other | 1,358 | 1,239 | |
Total accrued expenses and other current liabilities | $ 8,884 | $ 9,551 | $ 4,211 |
Long-term Debt - Summary of com
Long-term Debt - Summary of components of long-term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Term loans payable | $ 9,000 | ||
Less: Unamortized discount | (41) | $ (55) | |
Total debt | 8,959 | 9,945 | |
Less: Current portion of long-term debt | 4,000 | 2,000 | |
Long-term debt, noncurrent | 4,959 | 7,945 | $ 16,432 |
Term loans payable | |||
Debt Instrument [Line Items] | |||
Term loans payable | $ 9,000 | $ 10,000 |
Long-term Debt - Narrative - Te
Long-term Debt - Narrative - Term Loan Agreements (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Warrants to purchase shares of common stock (in shares) | 16,877,907 | 16,877,907 | 16,877,907 | |||
Public warrant liability | $ 1 | $ 6,733 | $ 6,733 | $ 11,030 | ||
Unamortized debt discount | 41 | 41 | $ 55 | |||
JPM Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 10,000 | |||||
Interest rate | 4.50% | |||||
Warrants to purchase shares of common stock (in shares) | 377,837 | |||||
Warrants exercise price (in dollars per share) | $ 0.42 | |||||
Public warrant liability | $ 100 | |||||
Debt issuances costs | 100 | 100 | ||||
Unamortized debt discount | 100 | 100 | ||||
Total interest incurred | $ 200 | $ 200 | $ 500 | $ 600 | ||
Revolving line of credit outstanding | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 10,000 | |||||
Wall Street Journal Prime Rate | JPM Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1.25% | |||||
Maximum | JPM Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5.50% | 8.50% | 8.50% | |||
Amortization of the debt discount | $ 100 | $ 100 | $ 100 | $ 100 | ||
Maximum | Wall Street Journal Prime Rate | JPM Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.25% |
Long-term Debt - Summary of fut
Long-term Debt - Summary of future principal payments on long-term debt (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Future principal payments on long-term debt | |
2022 (remaining three months) | $ 1,000 |
2023 | 4,000 |
2024 | 4,000 |
Total debt, gross | $ 9,000 |
Long-term Debt - Narrative - Co
Long-term Debt - Narrative - Convertible Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jun. 21, 2021 | Feb. 04, 2021 | Jan. 21, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||||||||
Loss on extinguishment of debt | $ 0 | $ 865 | $ 11,820 | $ 11,820 | $ 0 | $ 12,685 | $ 12,685 | $ 66 | ||||
Term loans payable | 9,000 | 9,000 | ||||||||||
2020 Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Gross proceeds from issuance | $ 2,000 | |||||||||||
Interest rate | 6% | |||||||||||
Minimum gross proceeds from sale of preferred stock required for conversion | $ 2,000 | |||||||||||
Conversion price as percentage of the price per share paid by the other investors | 80% | |||||||||||
Embedded derivative fair value | $ 1,000 | |||||||||||
Initial carrying value | 3,000 | |||||||||||
Total interest incurred | 0 | 100 | 0 | 300 | ||||||||
2021 Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Gross proceeds from issuance | $ 30,000 | $ 30,000 | ||||||||||
Interest rate | 8% | 8% | ||||||||||
Conversion price as percentage of the price per share paid by the other investors | 80% | 80% | ||||||||||
Embedded derivative fair value | $ 7,000 | $ 7,000 | 19,700 | 19,700 | ||||||||
Initial carrying value | $ 29,600 | 23,000 | 23,000 | |||||||||
Total interest incurred | 0 | $ 100 | $ 0 | $ 4,900 | ||||||||
Additional gross proceeds made available upon achievement of the integration milestone | $ 100,000 | $ 100,000 | ||||||||||
Number of shares issued upon conversion of debt | 1,000,000 | 4,408,672 | ||||||||||
Loss on extinguishment of debt | $ 11,800 | $ 900 | ||||||||||
Carrying value of notes derecognized | 26,700 | |||||||||||
Derivative liability recognized in the extinguishment accounting | $ 19,200 | |||||||||||
Term loans payable | $ 32,800 | 32,800 | ||||||||||
Accrued interest derecognized | $ 200 | |||||||||||
Series B-1 Preferred Stock | 2020 Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Minimum gross proceeds from sale of preferred stock required for conversion | $ 10,000 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||||||||
Warrants to purchase shares of common stock (in shares) | 16,877,907 | 16,877,907 | 16,877,907 | |||||||
Issuance of equity classified warrants | $ 0 | $ 1 | $ 0 | $ 112 | ||||||
Change in fair value of public warrant liability | $ (1,146) | $ 5,586 | $ 3,152 | $ 4,297 | $ 3,152 | $ 12,606 | ||||
Finback BDA | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants to purchase shares of common stock (in shares) | 2,552,913 | |||||||||
Exercise price (in dollars per share) | $ 0.42 | |||||||||
Public Warrant | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants to purchase shares of common stock (in shares) | 14,325,000 | 14,325,000 | ||||||||
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 | ||||||||
Issuance of equity classified warrants | $ 23,600 |
Warrants - Summary of warrants
Warrants - Summary of warrants (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Warrant exercisable (in shares) | 16,877,907 | 16,877,907 |
January 13, 2021 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term (in years) | 10 years | 10 years |
Warrant exercisable (in shares) | 2,552,913 | 2,552,913 |
Warrants exercise price (in dollars per share) | $ 0.42 | $ 0.42 |
July 16, 2021 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term (in years) | 5 years | 5 years |
Warrant exercisable (in shares) | 14,324,994 | 14,324,994 |
Warrants exercise price (in dollars per share) | $ 11.50 | $ 11.50 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) | 9 Months Ended | ||||||||||
Jul. 16, 2021 | Sep. 30, 2022 shares | Dec. 31, 2021 shares | Sep. 30, 2021 shares | [1] | Jun. 30, 2021 shares | [1] | Mar. 31, 2021 shares | [1] | Dec. 31, 2020 shares | [1] | |
Temporary Equity [Line Items] | |||||||||||
Number of shares issued for each share | 0.378 | ||||||||||
Convertible preferred stock, outstanding (in shares) | 0 | 0 | 77,340,057 | 77,340,057 | 77,340,057 | ||||||
Series B-1 Preferred Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Conversion ratio | 1 | 1 | |||||||||
Series A-1 Preferred Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Conversion ratio | 1 | 1 | |||||||||
Series B Preferred Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Conversion ratio | 1 | 1 | |||||||||
Series A Preferred Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Conversion ratio | 2 | 2 | |||||||||
[1]The shares of the Company’s convertible preferred stock and common stock, prior to the Merger (as defined in Note 3) have been retrospectively restated to reflect the exchange ratio of 0.378 established in the Merger as described in Note 3. |
Common Stock (Details)
Common Stock (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Common stock reserved for issuance (in shares) | 74,315,885 | 76,008,377 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares remained available for future grant (in shares) | 74,315,885 | 74,315,885 | 76,008,377 | ||
Total stock-based compensation expense | $ 6,525 | $ 4,655 | $ 15,513 | $ 6,032 | |
Sales and marketing | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 2,482 | 3,226 | 6,310 | $ 4,305 | |
Finback BDA | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock warrant liability | $ 19,500 | $ 19,500 | |||
Shares issuable upon exercise of warrant (in shares) | 700,575 | 700,575 | |||
Aggregate intrinsic value of warrants exercisable | $ 1,200 | $ 1,200 | |||
Unvested warrants (in shares) | 1,852,338 | 1,852,338 | |||
Intrinsic value of warrants unvested | $ 14,100 | $ 14,100 | |||
Number of warrants exercised (in shares) | 0 | ||||
Finback BDA | Sales and marketing | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ 1,300 | $ 1,000 | $ 2,100 | ||
2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares of common stock may be issued (in shares) | 21,177,295 | 21,177,295 | |||
Number of shares remained available for future grant (in shares) | 11,287,459 | 11,287,459 | 19,511,916 | ||
2021 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares of common stock may be issued (in shares) | 3,435,748 | 3,435,748 | 3,435,748 | ||
Maximum | Finback BDA | Sales and marketing | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ 1,300 | ||||
Unvested restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued, aggregate grant date fair value | 600 | $ 23,500 | |||
Vesting period | 3 years | ||||
Unvested performance stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued, aggregate grant date fair value | $ 100 | $ 2,500 | |||
Unvested performance stock units | Vesting Provision I | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 50% | ||||
Unvested performance stock units | Vesting Provision II | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 50% |
Stock Based Compensation - Gran
Stock Based Compensation - Grant date fair value of stock options (Details) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 1.60% | 0.70% |
Expected term (in years) | 6 years 1 month 6 days | 6 years |
Expected volatility | 75% | 31.40% |
Expected dividend yield | 0% | 0% |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock options activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 | |
Number of Shares | |
Beginning balance (in shares) | 20,769,130 |
Granted (in shares) | 2,262,925 |
Exercised (in shares) | (1,278,014) |
Forfeited (in shares) | (726,201) |
Ending balance (in shares) | 21,027,840 |
Vested and expected to vest (in shares) | 21,027,840 |
Options exercisable (in shares) | 13,190,147 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ 0.39 |
Granted (in dollars per share) | 3.49 |
Exercised (in dollars per share) | 0.43 |
Forfeited (in dollars per share) | 0.42 |
Ending balance (in dollars per share) | 0.72 |
Vested and expected to vest (in dollars per share) | 0.72 |
Options exercisable (in dollars per share) | $ 0.38 |
Weighted Average Remaining Contractual Term | |
Outstanding | 7 years 3 months 18 days |
Vested and expected to vest | 7 years 3 months 18 days |
Options exercisable | 6 years 8 months 12 days |
Aggregate Intrinsic Value | |
Outstanding | $ 32,445 |
Vested and expected to vest | 32,445 |
Options exercisable | $ 22,981 |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted stock units activity (Details) - Unvested restricted stock units - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Outstanding, beginning balance (in shares) | 1,951,924 | |
Granted (in shares) | 7,136,963 | |
Vested (in shares) | (414,478) | |
Cancelled (in shares) | (1,338,230) | |
Outstanding, ending balance (in shares) | 7,336,179 | |
Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 3.65 | $ 6.76 |
Granted (in dollars per share) | 3.30 | |
Vested (in dollars per share) | 7.02 | |
Cancelled (in dollars per share) | 5.24 | |
Outstanding, ending balance (in dollars per share) | $ 3.65 | $ 6.76 |
Stock Based Compensation - Perf
Stock Based Compensation - Performance stock units activity (Details) - Unvested performance stock units - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Outstanding, beginning balance (in shares) | 0 | |
Granted (in shares) | 947,000 | |
Vested (in shares) | 0 | |
Cancelled (in shares) | (58,000) | |
Outstanding, ending balance (in shares) | 889,000 | |
Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 2.65 | $ 0 |
Granted (in dollars per share) | 2.65 | |
Vested (in dollars per share) | 0 | |
Cancelled (in dollars per share) | 2.65 | |
Outstanding, ending balance (in dollars per share) | $ 2.65 | $ 0 |
Stock Based Compensation - Comp
Stock Based Compensation - Company utilized Black-Scholes pricing model (Details) - Finback BDA | Sep. 30, 2022 Vote |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.4 |
Expected term (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 3 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 23.9 |
Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0 |
Stock Based Compensation - St_2
Stock Based Compensation - Stock based compensation expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 6,525 | $ 4,655 | $ 15,513 | $ 6,032 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 227 | 66 | 615 | 91 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,664 | 319 | 3,143 | 396 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 2,482 | 3,226 | 6,310 | 4,305 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 2,152 | $ 1,044 | $ 5,445 | $ 1,240 |
Stock Based Compensation - St_3
Stock Based Compensation - Stock based compensation expenses by award type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 6,525 | $ 4,655 | $ 15,513 | $ 6,032 |
Stock options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 458 | 123 | 1,151 | 565 |
Earn-out shares | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,832 | 3,269 | 5,435 | 3,269 |
Warrants | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,285 | 1,012 | 2,126 | 1,806 |
RSUs and PSUs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 2,950 | $ 251 | $ 6,801 | $ 392 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Components of the Company's loss before income tax expense | ||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of basic and diluted net income (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||||||||
Net income (loss) attributable to common stockholders - basic | $ (18,615) | $ 20,807 | $ (58,102) | $ (15,676) | ||||||
Change in fair value for warrant liability | 0 | (42) | 0 | 0 | ||||||
Interest to convertible notes | 0 | 123 | 0 | 0 | ||||||
Loss on extinguishment of debt | 0 | 865 | 0 | 0 | ||||||
Change in fair value of derivative liability | 0 | (475) | 0 | 0 | ||||||
Net income (loss) attributable to common stockholders - diluted | $ (18,615) | $ 21,278 | $ (58,102) | $ (15,676) | ||||||
Denominator: | ||||||||||
Weighted average common shares outstanding - basic (in shares) | 144,117,273 | 142,878,406 | 119,745,196 | 11,922,270 | 10,443,323 | 11,186,204 | 143,522,555 | 47,772,253 | 71,662,694 | 8,932,404 |
Effect of potentially dilutive convertible preferred stock | 0 | 14,065,012 | 0 | 0 | ||||||
Effect of potentially dilutive warrants | 0 | 423,271 | 0 | 0 | ||||||
Total potentially dilutive securities | 0 | 34,191,240 | 0 | 0 | ||||||
Weighted average common shares outstanding - diluted (in shares) | 144,117,273 | 142,878,406 | 153,936,436 | 11,922,270 | 10,443,323 | 11,186,204 | 143,522,555 | 47,772,253 | 71,662,694 | 8,932,404 |
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ (0.13) | $ (0.10) | $ 0.17 | $ (1.93) | $ (1.29) | $ (3.26) | $ (0.40) | $ (0.33) | $ (0.15) | $ (3.18) |
Net income (loss) per share attributable to common stockholders - diluted (in dollars per share) | $ (0.13) | $ (0.10) | $ 0.14 | $ (1.93) | $ (1.29) | $ (3.26) | $ (0.40) | $ (0.33) | $ (0.15) | $ (3.18) |
Options issued and outstanding | ||||||||||
Denominator: | ||||||||||
Effect of potentially dilutive stock options / restricted stock units | 0 | 19,696,440 | 0 | 0 | ||||||
Unvested restricted stock units | ||||||||||
Denominator: | ||||||||||
Effect of potentially dilutive stock options / restricted stock units | 0 | 6,517 | 0 | 0 |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive effect (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of diluted net loss per share (in shares) | 63,028,426 | 42,099,975 | 63,028,426 | 62,140,966 |
Finback BDA | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares issuable upon exercise of warrant (in shares) | 700,575 | 700,575 | ||
Unvested warrants (in shares) | 1,852,338 | 1,852,338 | ||
Options issued and outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of diluted net loss per share (in shares) | 21,027,840 | 1,589,357 | 21,027,840 | 21,285,797 |
Warrants | July 16, 2021 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of diluted net loss per share (in shares) | 14,324,994 | 14,325,000 | 14,324,994 | 14,325,000 |
Warrants | January 13, 2021 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of diluted net loss per share (in shares) | 2,552,913 | 2,214,879 | 2,552,913 | 2,552,913 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of diluted net loss per share (in shares) | 7,336,179 | 1,664,567 | 7,336,179 | 1,671,084 |
Unvested performance stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of diluted net loss per share (in shares) | 889,000 | 0 | 889,000 | 0 |
Earn-out shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of diluted net loss per share (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 |
Contingently issuable common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of diluted net loss per share (in shares) | 1,897,500 | 1,897,500 | 1,897,500 | 1,897,500 |
Convertible notes (as converted to common stock) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of diluted net loss per share (in shares) | 0 | 5,408,672 | 0 | 5,408,672 |
Related Party Transactions - No
Related Party Transactions - Nonrecourse Promissory Note With Officer (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2021 | Aug. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | |||||||
Number of shares on exercise of options | 1,278,014 | ||||||
Exercise price of stock option (in dollars per share) | $ 0.43 | ||||||
Total stock-based compensation expense | $ 6,525 | $ 4,655 | $ 15,513 | $ 6,032 | |||
Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Total stock-based compensation expense | 1,285 | 1,012 | 2,126 | 1,806 | |||
Sales and marketing | |||||||
Related Party Transaction [Line Items] | |||||||
Total stock-based compensation expense | 2,482 | 3,226 | 6,310 | $ 4,305 | |||
Sales and marketing | Finback BDA | |||||||
Related Party Transaction [Line Items] | |||||||
Total stock-based compensation expense | $ 1,300 | $ 1,000 | $ 2,100 | ||||
Nonrecourse Promissory Note with Officer | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory note | $ 400 | $ 400 | |||||
Number of shares on exercise of options | 1,469,366 | ||||||
Exercise price of stock option (in dollars per share) | $ 0.24 | ||||||
Accrued interest | $ 0 | ||||||
Number of shares repurchased during period | 43,665 | ||||||
Price per share (in dollars per share) | $ 8.05 |
Related Party Transactions -Bus
Related Party Transactions -Business Development Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Stock compensation expense | $ 6,525 | $ 4,655 | $ 15,513 | $ 6,032 |
Revenue related to leases with related parties | 200 | 400 | ||
Earn-out shares | ||||
Related Party Transaction [Line Items] | ||||
Stock compensation expense | 1,832 | 3,269 | 5,435 | 3,269 |
Sales and marketing | ||||
Related Party Transaction [Line Items] | ||||
Stock compensation expense | 2,482 | 3,226 | 6,310 | 4,305 |
Sales and marketing | Earn-out shares | Finback BDA | ||||
Related Party Transaction [Line Items] | ||||
Stock compensation expense | $ 0 | $ 1,500 | $ 0 | $ 1,500 |
Finback BDA | Earn-out shares | ||||
Related Party Transaction [Line Items] | ||||
Shares issued in period | 284,511 |
Related Party Transactions - Or
Related Party Transactions - Original Equipement Manufacturer Partnership Agreement with Motorola (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 partner | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||||
Revenue related to leases with related parties | $ 0.2 | $ 0.4 | ||||
Distribution Agreement With Motorola Member | ||||||
Related Party Transaction [Line Items] | ||||||
Number of resellers and integration partners | partner | 2,000 | |||||
Revenue related to leases with related parties | 2.3 | $ 0.1 | 5 | $ 0.1 | ||
Accounts receivable, related parties, current | $ 4.1 | $ 4.1 | $ 1.2 |
Revision of Prior Period Fina_3
Revision of Prior Period Financial Statements - Revised Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||||||||
Cash and cash equivalents | $ 218,499 | $ 307,492 | $ 333,747 | $ 4,704 | ||||
Restricted cash | 400 | 400 | 400 | |||||
Accounts receivable, net | 21,199 | 6,477 | 1,401 | |||||
Inventory | 6,732 | 2,890 | 1,586 | |||||
Current portion of contract assets | 5,291 | 1,459 | ||||||
Current portion of commission asset | 2,413 | 1,645 | 562 | |||||
Prepaid expenses and other current assets | 20,223 | 10,757 | 1,541 | |||||
Total current assets | 274,757 | 331,120 | 9,794 | |||||
Restricted cash, noncurrent | 275 | 275 | 275 | |||||
Contract assets, noncurrent | 1,524 | 3,418 | ||||||
Commission asset, noncurrent | 4,607 | 3,719 | 1,730 | |||||
Property and equipment, net | 40,532 | 23,783 | 10,068 | |||||
Operating lease right-of-use assets | 1,882 | 0 | ||||||
Other assets | 2,045 | 542 | 173 | |||||
Total assets | 325,622 | 362,857 | 21,765 | |||||
Current liabilities: | ||||||||
Accounts payable | 11,139 | 6,045 | 4,437 | |||||
Accrued expenses and other current liabilities | 8,884 | 9,551 | 4,211 | |||||
Current portion of deferred revenue | 15,852 | 6,599 | 3,762 | |||||
Current portion of deferred rent | 0 | 135 | 11 | |||||
Current portion of financing obligations | 227 | |||||||
Current portion of long-term debt | 4,000 | 2,000 | ||||||
Current portion of operating lease liabilities | 1,106 | 0 | ||||||
Total current liabilities | 40,981 | 24,330 | 12,648 | |||||
Deferred revenue, noncurrent | 9,234 | 2,475 | 480 | |||||
Deferred rent, noncurrent | 0 | 333 | ||||||
Financing obligation, noncurrent | 132 | |||||||
Long-term debt, noncurrent | 4,959 | 7,945 | 16,432 | |||||
Derivative liability | 1,000 | |||||||
Operating lease liabilities, noncurrent | 1,147 | 0 | ||||||
Contingent earn-out liability | 11,452 | 21,206 | ||||||
Contingently issuable common stock liability | 2,735 | 5,264 | ||||||
Public warrant liability | 6,733 | 11,030 | 1 | |||||
Total liabilities | 77,241 | 72,583 | 30,693 | |||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.0001 par value; 100,000,000 authorized at September 30, 2022 and December 31, 2021; no shares issued and outstanding at September 30, 2022 and December 31, 2021 | 0 | 0 | 1 | |||||
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at September 30, 2022 and December 31, 2021; 144,434,717 and 142,745,021 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 14 | 14 | 75,877 | |||||
Additional paid-in capital | 412,238 | 396,064 | 10,110 | |||||
Accumulated other comprehensive income | 35 | 0 | ||||||
Accumulated deficit | (163,906) | (105,804) | (94,916) | |||||
Stockholders’ equity | 248,381 | $ 260,206 | $ 280,652 | 290,274 | $ 282,107 | $ (119,226) | $ (97,534) | (84,805) |
Total liabilities and stockholders’ equity | $ 325,622 | 362,857 | 21,765 | |||||
As Previously Reported | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 307,492 | 4,704 | ||||||
Restricted cash | 400 | |||||||
Accounts receivable, net | 6,477 | 1,401 | ||||||
Inventory | 5,140 | 2,742 | ||||||
Current portion of contract assets | 1,459 | |||||||
Current portion of commission asset | 1,645 | 562 | ||||||
Prepaid expenses and other current assets | 11,047 | 900 | ||||||
Total current assets | 333,660 | 10,309 | ||||||
Restricted cash, noncurrent | 275 | |||||||
Contract assets, noncurrent | 3,418 | |||||||
Commission asset, noncurrent | 3,719 | 1,730 | ||||||
Property and equipment, net | 21,592 | 9,316 | ||||||
Other assets | 401 | 0 | ||||||
Total assets | 363,065 | 21,355 | ||||||
Current liabilities: | ||||||||
Accounts payable | 6,363 | 4,437 | ||||||
Accrued expenses and other current liabilities | 9,183 | 3,727 | ||||||
Current portion of deferred revenue | 6,690 | 3,717 | ||||||
Current portion of deferred rent | 135 | 11 | ||||||
Current portion of financing obligations | 227 | |||||||
Current portion of long-term debt | 2,000 | |||||||
Total current liabilities | 24,371 | 12,119 | ||||||
Deferred revenue, noncurrent | 2,475 | 480 | ||||||
Deferred rent, noncurrent | 333 | |||||||
Financing obligation, noncurrent | 132 | |||||||
Long-term debt, noncurrent | 7,945 | 16,432 | ||||||
Derivative liability | 1,000 | |||||||
Contingent earn-out liability | 20,809 | |||||||
Contingently issuable common stock liability | 5,264 | |||||||
Public warrant liability | 11,030 | 1 | ||||||
Total liabilities | 72,227 | 30,164 | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.0001 par value; 100,000,000 authorized at September 30, 2022 and December 31, 2021; no shares issued and outstanding at September 30, 2022 and December 31, 2021 | 0 | 1 | ||||||
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at September 30, 2022 and December 31, 2021; 144,434,717 and 142,745,021 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 14 | 75,877 | ||||||
Additional paid-in capital | 395,563 | 9,194 | ||||||
Accumulated deficit | (104,739) | (93,881) | ||||||
Stockholders’ equity | 290,838 | (84,686) | ||||||
Total liabilities and stockholders’ equity | 363,065 | 21,355 | ||||||
Adjustment | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 0 | 0 | ||||||
Restricted cash | 0 | |||||||
Accounts receivable, net | 0 | 0 | ||||||
Inventory | (2,250) | (1,156) | ||||||
Current portion of contract assets | 0 | |||||||
Current portion of commission asset | 0 | 0 | ||||||
Prepaid expenses and other current assets | (290) | 641 | ||||||
Total current assets | (2,540) | (515) | ||||||
Restricted cash, noncurrent | 0 | |||||||
Contract assets, noncurrent | 0 | |||||||
Commission asset, noncurrent | 0 | 0 | ||||||
Property and equipment, net | 2,191 | 752 | ||||||
Other assets | 141 | 173 | ||||||
Total assets | (208) | 410 | ||||||
Current liabilities: | ||||||||
Accounts payable | (318) | 0 | ||||||
Accrued expenses and other current liabilities | 368 | 484 | ||||||
Current portion of deferred revenue | (91) | 45 | ||||||
Current portion of deferred rent | 0 | 0 | ||||||
Current portion of financing obligations | 0 | |||||||
Current portion of long-term debt | 0 | |||||||
Total current liabilities | (41) | 529 | ||||||
Deferred revenue, noncurrent | 0 | 0 | ||||||
Deferred rent, noncurrent | 0 | |||||||
Financing obligation, noncurrent | 0 | |||||||
Long-term debt, noncurrent | 0 | 0 | ||||||
Derivative liability | 0 | |||||||
Contingent earn-out liability | 397 | |||||||
Contingently issuable common stock liability | 0 | |||||||
Public warrant liability | 0 | 0 | ||||||
Total liabilities | 356 | 529 | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.0001 par value; 100,000,000 authorized at September 30, 2022 and December 31, 2021; no shares issued and outstanding at September 30, 2022 and December 31, 2021 | 0 | 0 | ||||||
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at September 30, 2022 and December 31, 2021; 144,434,717 and 142,745,021 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 0 | 0 | ||||||
Additional paid-in capital | 501 | 916 | ||||||
Accumulated deficit | (1,065) | (1,035) | ||||||
Stockholders’ equity | (564) | (119) | ||||||
Total liabilities and stockholders’ equity | $ (208) | $ 410 |
Revision of Prior Period Fina_4
Revision of Prior Period Financial Statements - Revised Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||||||||||
Revenue: | $ 16,530 | $ 8,710 | $ 8,424 | $ 4,678 | $ 3,693 | $ 8,371 | $ 34,310 | $ 16,795 | $ 23,393 | $ 5,381 | |
Cost of revenue: | |||||||||||
Total cost of revenue | 16,305 | 7,813 | 4,957 | 3,950 | 3,244 | 7,194 | 32,635 | 12,151 | 19,364 | 4,059 | |
Gross profit | 225 | 897 | 3,467 | 728 | 449 | 1,177 | 1,675 | 4,644 | 4,029 | 1,322 | |
Operating expenses: | |||||||||||
Research and development | 5,616 | 4,175 | 3,612 | 1,047 | 3,740 | 4,787 | 13,947 | 8,399 | 11,458 | 15,553 | |
Sales and marketing | 11,746 | 9,672 | 10,024 | 5,124 | 2,608 | 7,732 | 33,169 | 17,756 | 26,099 | 8,284 | |
General and administrative | 8,839 | 10,817 | 7,535 | 1,471 | 3,052 | 4,523 | 29,268 | 12,058 | 19,869 | 5,530 | |
Loss from impairment of property and equipment | 626 | 96 | 1,656 | 1,038 | 1,656 | 1,869 | |||||
Total operating expenses | 26,827 | 24,760 | 22,827 | 7,642 | 9,400 | 17,042 | 77,422 | 39,869 | 59,295 | 29,367 | |
Loss from operations | (26,602) | (23,863) | (19,360) | (6,914) | (8,951) | (15,865) | (75,747) | (35,225) | (55,266) | (28,045) | |
Other income (expense), net: | |||||||||||
Interest expense, net | (188) | (142) | (295) | (3,263) | (2,394) | (5,657) | (489) | (5,952) | (6,068) | (316) | |
Other expense, net | (57) | (669) | (57) | (669) | |||||||
Interest income | 1,052 | 68 | 0 | 0 | 0 | 1,611 | 0 | 0 | |||
Adjustment to property and equipment for sales type leases | 0 | (659) | (617) | ||||||||
Loss on extinguishment of debt | 0 | (865) | (11,820) | (11,820) | 0 | (12,685) | (12,685) | (66) | |||
Change in fair value of derivative liability | 0 | 475 | (795) | (1,425) | (2,220) | 0 | (1,745) | (1,745) | |||
Change in fair value of contingent earn-out liability | 7,245 | 3,078 | 32,609 | 9,754 | 32,609 | 47,360 | |||||
Change in fair value of contingently issuable common stock liability | 1,081 | 1,472 | 5,718 | 2,529 | 5,718 | 6,406 | |||||
Change in fair value of public warrant liability | (1,146) | 5,586 | 3,152 | 4,297 | 3,152 | 12,606 | |||||
Change in fair value of common stock warrant liability | 0 | 42 | (185) | (736) | (921) | 0 | (879) | (879) | |||
Total other income (expense), net | 7,987 | 10,062 | 40,167 | (16,063) | (4,555) | (20,618) | 17,645 | 19,549 | 44,378 | (382) | |
Net income (loss) | (18,615) | $ (25,686) | $ (13,801) | 20,807 | $ (22,977) | $ (13,506) | $ (36,483) | (58,102) | (15,676) | $ (10,888) | $ (28,427) |
Net income (loss) attributable to common stockholders - basic | (18,615) | 20,807 | (58,102) | (15,676) | |||||||
Net income (loss) attributable to common stockholders - diluted | $ (18,615) | $ 21,278 | $ (58,102) | $ (15,676) | |||||||
Weighted average common shares outstanding - basic (in shares) | 144,117,273 | 142,878,406 | 119,745,196 | 11,922,270 | 10,443,323 | 11,186,204 | 143,522,555 | 47,772,253 | 71,662,694 | 8,932,404 | |
Weighted average common shares outstanding - diluted (in shares) | 144,117,273 | 142,878,406 | 153,936,436 | 11,922,270 | 10,443,323 | 11,186,204 | 143,522,555 | 47,772,253 | 71,662,694 | 8,932,404 | |
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ (0.13) | $ (0.10) | $ 0.17 | $ (1.93) | $ (1.29) | $ (3.26) | $ (0.40) | $ (0.33) | $ (0.15) | $ (3.18) | |
Net income (loss) per share attributable to common stockholders - diluted (in dollars per share) | $ (0.13) | $ (0.10) | $ 0.14 | $ (1.93) | $ (1.29) | $ (3.26) | $ (0.40) | $ (0.33) | $ (0.15) | $ (3.18) | |
As Previously Reported | |||||||||||
Revenue: | |||||||||||
Revenue: | $ 8,715 | $ 8,367 | $ 4,480 | $ 3,999 | $ 8,479 | $ 16,846 | $ 23,692 | $ 4,785 | |||
Cost of revenue: | |||||||||||
Total cost of revenue | 7,089 | 4,211 | 3,349 | 2,951 | 6,300 | 10,511 | 17,051 | 3,496 | |||
Gross profit | 1,626 | 4,156 | 1,131 | 1,048 | 2,179 | 6,335 | 6,641 | 1,289 | |||
Operating expenses: | |||||||||||
Research and development | 4,286 | 3,641 | 1,077 | 3,612 | 4,689 | 8,330 | 11,416 | 15,710 | |||
Sales and marketing | 12,053 | 8,510 | 5,090 | 3,684 | 8,774 | 17,284 | 27,404 | 7,365 | |||
General and administrative | 11,093 | 6,983 | 1,280 | 2,899 | 4,179 | 11,162 | 20,013 | 5,110 | |||
Loss from impairment of property and equipment | 96 | 1,656 | 1,656 | 1,869 | |||||||
Total operating expenses | 27,528 | 20,790 | 7,447 | 10,195 | 17,642 | 38,432 | 60,702 | 28,185 | |||
Loss from operations | (25,902) | (16,634) | (6,316) | (9,147) | (15,463) | (32,097) | (54,061) | (26,896) | |||
Other income (expense), net: | |||||||||||
Interest expense, net | (142) | (286) | (3,255) | (2,447) | (5,702) | (5,988) | (6,095) | (430) | |||
Other expense, net | (669) | (669) | |||||||||
Interest income | 209 | 0 | 0 | 0 | |||||||
Adjustment to property and equipment for sales type leases | (659) | (617) | |||||||||
Loss on extinguishment of debt | (865) | (11,820) | (11,820) | (12,685) | (12,685) | (66) | |||||
Change in fair value of derivative liability | 475 | (795) | (1,425) | (2,220) | (1,745) | (1,745) | |||||
Change in fair value of contingent earn-out liability | 4,226 | 31,818 | 31,818 | 46,212 | |||||||
Change in fair value of contingently issuable common stock liability | 1,472 | 5,718 | 5,718 | 6,406 | |||||||
Change in fair value of public warrant liability | 5,586 | 3,152 | 3,152 | 12,606 | |||||||
Change in fair value of common stock warrant liability | 42 | (185) | (736) | (921) | (879) | (879) | |||||
Total other income (expense), net | 11,351 | 39,385 | (16,055) | (4,608) | (20,663) | 18,722 | 43,203 | (496) | |||
Net income (loss) | $ (14,551) | $ (22,371) | $ (13,755) | $ (36,126) | (13,375) | $ (10,858) | $ (27,392) | ||||
Net income (loss) attributable to common stockholders - basic | 22,751 | (13,375) | |||||||||
Net income (loss) attributable to common stockholders - diluted | $ 23,222 | $ (13,375) | |||||||||
Weighted average common shares outstanding - basic (in shares) | 142,878,406 | 119,745,196 | 11,922,270 | 10,443,323 | 11,186,204 | 47,772,253 | 71,662,694 | 8,932,404 | |||
Weighted average common shares outstanding - diluted (in shares) | 142,878,406 | 153,867,300 | 11,922,270 | 10,443,323 | 11,186,204 | 47,772,253 | 71,662,694 | 8,932,404 | |||
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ (0.10) | $ 0.19 | $ (1.88) | $ (1.32) | $ (3.23) | $ (0.28) | $ (0.15) | $ (3.07) | |||
Net income (loss) per share attributable to common stockholders - diluted (in dollars per share) | $ (0.10) | $ 0.15 | $ (1.88) | $ (1.32) | $ (3.23) | $ (0.28) | $ (0.15) | $ (3.07) | |||
Adjustment | |||||||||||
Revenue: | |||||||||||
Revenue: | $ (5) | $ 57 | $ 198 | $ (306) | $ (108) | $ (51) | $ (299) | $ 596 | |||
Cost of revenue: | |||||||||||
Total cost of revenue | 724 | 746 | 601 | 293 | 894 | 1,640 | 2,313 | 563 | |||
Gross profit | (729) | (689) | (403) | (599) | (1,002) | (1,691) | (2,612) | 33 | |||
Operating expenses: | |||||||||||
Research and development | (111) | (29) | (30) | 128 | 98 | 69 | 42 | (157) | |||
Sales and marketing | (2,381) | 1,514 | 34 | (1,076) | (1,042) | 472 | (1,305) | 919 | |||
General and administrative | (276) | 552 | 191 | 153 | 344 | 896 | (144) | 420 | |||
Loss from impairment of property and equipment | 0 | 0 | 0 | 0 | |||||||
Total operating expenses | (2,768) | 2,037 | 195 | (795) | (600) | 1,437 | (1,407) | 1,182 | |||
Loss from operations | 2,039 | (2,726) | (598) | 196 | (402) | (3,128) | (1,205) | (1,149) | |||
Other income (expense), net: | |||||||||||
Interest expense, net | 0 | (9) | (8) | 53 | 45 | 36 | 27 | 114 | |||
Other expense, net | 0 | 0 | |||||||||
Interest income | (141) | 0 | 0 | 0 | |||||||
Adjustment to property and equipment for sales type leases | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Change in fair value of derivative liability | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Change in fair value of contingent earn-out liability | (1,148) | 791 | 791 | 1,148 | |||||||
Change in fair value of contingently issuable common stock liability | 0 | 0 | 0 | 0 | |||||||
Change in fair value of public warrant liability | 0 | 0 | 0 | 0 | |||||||
Change in fair value of common stock warrant liability | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Total other income (expense), net | (1,289) | 782 | (8) | 53 | 45 | 827 | 1,175 | 114 | |||
Net income (loss) | $ 750 | $ (606) | $ 249 | $ (357) | (2,301) | $ (30) | $ (1,035) | ||||
Net income (loss) attributable to common stockholders - basic | (1,944) | (2,301) | |||||||||
Net income (loss) attributable to common stockholders - diluted | $ (1,944) | $ (2,301) | |||||||||
Weighted average common shares outstanding - basic (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
Weighted average common shares outstanding - diluted (in shares) | 0 | 69,136 | 0 | 0 | 0 | 0 | 0 | 0 | |||
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ 0 | $ (0.02) | $ (0.05) | $ 0.03 | $ (0.03) | $ (0.05) | $ 0 | $ (0.11) | |||
Net income (loss) per share attributable to common stockholders - diluted (in dollars per share) | $ 0 | $ (0.01) | $ (0.05) | $ 0.03 | $ (0.03) | $ (0.05) | $ 0 | $ (0.11) | |||
Product revenue | |||||||||||
Revenue: | |||||||||||
Revenue: | $ 9,839 | $ 5,194 | $ 5,395 | $ 2,617 | $ 2,267 | $ 4,884 | $ 19,179 | $ 10,279 | $ 13,631 | $ 1,782 | |
Cost of revenue: | |||||||||||
Total cost of revenue | 12,960 | 5,206 | 2,967 | 2,203 | 2,216 | 4,419 | 23,513 | 7,386 | 12,279 | 1,739 | |
Product revenue | As Previously Reported | |||||||||||
Revenue: | |||||||||||
Revenue: | 5,194 | 5,345 | 2,452 | 2,502 | 4,954 | 10,299 | 13,917 | 1,279 | |||
Cost of revenue: | |||||||||||
Total cost of revenue | 5,576 | 2,933 | 2,075 | 2,229 | 4,304 | 7,237 | 12,471 | 1,177 | |||
Product revenue | Adjustment | |||||||||||
Revenue: | |||||||||||
Revenue: | 0 | 50 | 165 | (235) | (70) | (20) | (286) | 503 | |||
Cost of revenue: | |||||||||||
Total cost of revenue | (370) | 34 | 128 | (13) | 115 | 149 | (192) | 562 | |||
Subscription revenue | |||||||||||
Revenue: | |||||||||||
Revenue: | 5,198 | 3,004 | 2,312 | 1,521 | 1,227 | 2,748 | 12,208 | 5,060 | 7,803 | 2,730 | |
Cost of revenue: | |||||||||||
Total cost of revenue | 2,207 | 1,542 | 1,277 | 1,060 | 743 | 1,803 | 5,730 | 3,080 | 4,501 | 1,824 | |
Subscription revenue | As Previously Reported | |||||||||||
Revenue: | |||||||||||
Revenue: | 3,020 | 2,305 | 1,513 | 1,300 | 2,813 | 5,118 | 7,855 | 2,637 | |||
Cost of revenue: | |||||||||||
Total cost of revenue | 1,065 | 1,086 | 861 | 595 | 1,456 | 2,542 | 3,644 | 1,824 | |||
Subscription revenue | Adjustment | |||||||||||
Revenue: | |||||||||||
Revenue: | (16) | 7 | 8 | (73) | (65) | (58) | (52) | 93 | |||
Cost of revenue: | |||||||||||
Total cost of revenue | 477 | 191 | 199 | 148 | 347 | 538 | 857 | 0 | |||
Service revenue | |||||||||||
Revenue: | |||||||||||
Revenue: | 1,493 | 512 | 717 | 540 | 199 | 739 | 2,923 | 1,456 | 1,959 | 869 | |
Cost of revenue: | |||||||||||
Total cost of revenue | $ 1,138 | 1,065 | 713 | 687 | 285 | 972 | $ 3,392 | 1,685 | 2,584 | 496 | |
Service revenue | As Previously Reported | |||||||||||
Revenue: | |||||||||||
Revenue: | 501 | 717 | 515 | 197 | 712 | 1,429 | 1,920 | 869 | |||
Cost of revenue: | |||||||||||
Total cost of revenue | 448 | 192 | 413 | 127 | 540 | 732 | 936 | 495 | |||
Service revenue | Adjustment | |||||||||||
Revenue: | |||||||||||
Revenue: | 11 | 0 | 25 | 2 | 27 | 27 | 39 | 0 | |||
Cost of revenue: | |||||||||||
Total cost of revenue | $ 617 | $ 521 | $ 274 | $ 158 | $ 432 | $ 953 | $ 1,648 | $ 1 |
Revision of Prior Period Fina_5
Revision of Prior Period Financial Statements - Revised Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||||||||
Net loss | $ (18,615) | $ (25,686) | $ (13,801) | $ 20,807 | $ (22,977) | $ (13,506) | $ (36,483) | $ (58,102) | $ (15,676) | $ (10,888) | $ (28,427) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 1,400 | 1,086 | 800 | 452 | 1,102 | 3,782 | 1,948 | 2,895 | 1,065 | ||
Write-off of inventory | 324 | 559 | 400 | 2,132 | |||||||
Adjustment to property and equipment for sales type leases | (625) | (625) | 0 | (91) | |||||||
Loss from impairment of property and equipment | 626 | 96 | 1,656 | 1,038 | 1,656 | 1,869 | |||||
Loss on disposal of property and equipment | 0 | 659 | 617 | ||||||||
Stock-based compensation | 3,927 | 309 | 1,376 | 15,513 | 6,032 | 9,596 | 1,579 | ||||
Non-cash interest expense | 5 | 2,344 | 5,455 | 14 | 5,561 | 5,245 | 25 | ||||
Non-cash lease expense | 197 | 602 | 0 | ||||||||
Provision recorded for allowance for doubtful accounts | (63) | (63) | 100 | (63) | (13) | 47 | |||||
Loss on extinguishment of debt | 0 | 865 | 11,820 | 11,820 | 0 | 12,685 | 12,685 | 66 | |||
Change in fair value of derivative liability | 0 | (475) | 795 | 1,425 | 2,220 | 0 | 1,745 | 1,745 | |||
Change in fair value of common stock warrant liability | 0 | (42) | 185 | 736 | 921 | 0 | 879 | 879 | |||
Change in fair value of contingent earn-out liability | (7,245) | (3,078) | (32,609) | (9,754) | (32,609) | (47,360) | |||||
Change in fair value of contingently issuable common stock liability | (1,081) | (1,472) | (5,718) | (2,529) | (5,718) | (6,406) | |||||
Change in fair value of public warrant liability | 1,146 | (5,586) | (3,152) | (4,297) | (3,152) | (12,606) | |||||
Changes in operating assets and liabilities | |||||||||||
Accounts receivable | (2,112) | (874) | (1,335) | (14,822) | (5,866) | (5,063) | (464) | ||||
Inventory | (1,310) | (480) | (453) | (4,401) | (736) | (3,436) | (315) | ||||
Commission assets | (351) | (391) | (742) | (1,656) | (1,102) | (3,072) | (1,785) | ||||
Contract assets | 108 | (119) | (239) | (1,938) | (3,477) | (4,877) | |||||
Other assets | 141 | 7 | 13 | (629) | 23 | 32 | (173) | ||||
Prepaid expenses and other current assets | (5,571) | (3,727) | (7,287) | (9,009) | (11,535) | (9,148) | (1,016) | ||||
Accounts payable | (855) | 959 | 3,499 | 2,177 | 240 | 765 | 815 | ||||
Deferred revenue | 2,577 | (806) | 153 | 16,005 | 2,352 | 4,832 | 2,386 | ||||
Deferred rent | 0 | (11) | 152 | 0 | 397 | 457 | (34) | ||||
Warranty reserve | (42) | 0 | (42) | (42) | (14) | ||||||
Accrued expenses and other current liabilities | 1,306 | 1,641 | 2,834 | 2,472 | 2,643 | ||||||
Accrued expenses and other current liabilities | (2,433) | (750) | 2,834 | ||||||||
Operating lease liability | (697) | (699) | 0 | 0 | |||||||
Net cash used in operating activities | (29,430) | (12,439) | (18,292) | (69,421) | (42,565) | (56,781) | (23,602) | ||||
Cash flows from investing activities: | |||||||||||
Development of internal-use software | (728) | (1,936) | 0 | (1,028) | |||||||
Purchases of property and equipment | (6,689) | (2,121) | (7,954) | (17,554) | (10,994) | (16,557) | (6,261) | ||||
Net cash used in investing activities | (7,417) | (2,121) | (7,954) | (19,178) | (10,994) | (17,585) | (6,261) | ||||
Cash flows from financing activities: | |||||||||||
Proceeds from issuance of Series B-1 convertible preferred stock, net of issuance costs | 2,994 | ||||||||||
Proceeds from exercise of stock options | 227 | 455 | 657 | 571 | 777 | 915 | 442 | ||||
Proceeds from issuance of common stock from the PIPE Investment | 0 | 300,000 | 300,000 | ||||||||
Proceeds from the closing of the Merger | 0 | 84,945 | 84,945 | ||||||||
Payment of offering costs from the closing of the Merger and PIPE Investment | 0 | (33,968) | (34,132) | ||||||||
Repayment of financing obligations | (359) | (359) | 0 | (359) | (359) | (244) | |||||
Proceeds from long-term debt, net of issuance costs | 31,882 | 31,882 | 0 | 31,882 | 31,882 | 22,438 | |||||
Repayment of principal on long-term debt | (1,000) | 0 | (5,422) | (8,404) | |||||||
Net cash provided by (used in) financing activities | 227 | 31,978 | 32,180 | (429) | 383,277 | 377,829 | 17,226 | ||||
Effect of exchange rate changes on cash and cash equivalents | 35 | 0 | |||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (36,620) | 17,418 | 5,934 | (88,993) | 329,718 | 303,463 | (12,637) | ||||
Cash, cash equivalents and restricted cash | |||||||||||
Cash, cash equivalents and restricted cash at beginning of period | 271,547 | 308,167 | 10,638 | 22,122 | 4,704 | 4,704 | 308,167 | 4,704 | 4,704 | 17,341 | |
Cash, cash equivalents and restricted cash at end of period | $ 219,174 | 271,547 | 334,422 | 10,638 | 22,122 | 10,638 | 219,174 | 334,422 | 308,167 | 4,704 | |
Supplemental disclosure of cash flow information | |||||||||||
Transfer of inventory to property and equipment | 0 | 46 | 0 | 0 | 86 | ||||||
Capital expenditures incurred but not yet paid | 2,391 | 1,335 | 2,962 | 5,935 | 3,123 | 2,936 | 1,100 | ||||
Capitalization of stock compensation | 27 | 90 | 40 | ||||||||
Issuance of equity classified warrants | 0 | 1 | 0 | 112 | |||||||
Deferred offering costs included in accounts payable | 0 | 1,770 | 1,943 | ||||||||
Conversion of convertible preferred stock to common stock | 0 | 75,877 | 75,877 | ||||||||
Initial fair value of contingent earn-out liability recognized in connection with the closing of the Merger | 0 | 67,021 | 67,021 | ||||||||
Initial fair value of contingently issuable common stock liability recognized in connection with the closing of the Merger | 0 | 11,670 | 11,670 | ||||||||
Conversion of common stock warrants to common stock in connection with the closing of the Merger | 0 | 880 | 880 | ||||||||
Initial fair value of public warrants in connection with the closing of the Merger | 0 | 23,636 | 23,636 | ||||||||
Issuance of a nonrecourse promissory note with officer | 350 | ||||||||||
As Previously Reported | |||||||||||
Cash flows from operating activities: | |||||||||||
Net loss | (14,551) | (22,371) | (13,755) | (36,126) | (13,375) | (10,858) | (27,392) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 948 | 452 | 1,102 | 1,948 | 2,895 | 1,065 | |||||
Write-off of inventory | 324 | 400 | 2,132 | ||||||||
Adjustment to property and equipment for sales type leases | (321) | (91) | |||||||||
Loss from impairment of property and equipment | 96 | 1,656 | 1,656 | 1,869 | |||||||
Loss on disposal of property and equipment | 659 | 617 | |||||||||
Stock-based compensation | 5,190 | 1,082 | 1,617 | 4,013 | 8,511 | 662 | |||||
Non-cash interest expense | 5 | 2,344 | 5,455 | 5,561 | 5,245 | 25 | |||||
Non-cash lease expense | 197 | ||||||||||
Provision recorded for allowance for doubtful accounts | (63) | (63) | (63) | (13) | 47 | ||||||
Loss on extinguishment of debt | 865 | 11,820 | 11,820 | 12,685 | 12,685 | 66 | |||||
Change in fair value of derivative liability | (475) | 795 | 1,425 | 2,220 | 1,745 | 1,745 | |||||
Change in fair value of common stock warrant liability | (42) | 185 | 736 | 921 | 879 | 879 | |||||
Change in fair value of contingent earn-out liability | (4,226) | (31,818) | (31,818) | (46,212) | |||||||
Change in fair value of contingently issuable common stock liability | (1,472) | (5,718) | (5,718) | (6,406) | |||||||
Change in fair value of public warrant liability | (5,586) | (3,152) | (3,152) | (12,606) | |||||||
Changes in operating assets and liabilities | |||||||||||
Accounts receivable | (2,112) | (874) | (1,335) | (5,866) | (5,063) | (464) | |||||
Inventory | (6,985) | (433) | (1,173) | (10,836) | (17,479) | (1,471) | |||||
Commission assets | (351) | (391) | (742) | (1,102) | (3,072) | (1,785) | |||||
Contract assets | 108 | (119) | (239) | (2,582) | (4,877) | ||||||
Other assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Prepaid expenses and other current assets | (5,280) | (4,104) | (7,495) | (12,772) | (10,079) | (375) | |||||
Accounts payable | (1,867) | 1,194 | 5,361 | 2,264 | (7) | 1,915 | |||||
Deferred revenue | 2,778 | (621) | 253 | 2,459 | 4,968 | 2,341 | |||||
Deferred rent | (468) | (11) | 152 | 397 | 457 | (34) | |||||
Warranty reserve | (42) | (42) | (42) | (14) | |||||||
Accrued expenses and other current liabilities | 1,100 | 1,360 | 2,183 | 5,174 | 2,160 | ||||||
Accrued expenses and other current liabilities | (2,065) | ||||||||||
Operating lease liability | (229) | 0 | |||||||||
Net cash used in operating activities | (35,867) | (12,038) | (16,954) | (50,477) | (69,628) | (23,254) | |||||
Cash flows from investing activities: | |||||||||||
Development of internal-use software | (646) | (1,028) | |||||||||
Purchases of property and equipment | (323) | (2,522) | (9,292) | (3,082) | (3,710) | (6,609) | |||||
Net cash used in investing activities | (969) | (2,522) | (9,292) | (3,082) | (4,738) | (6,609) | |||||
Cash flows from financing activities: | |||||||||||
Proceeds from issuance of Series B-1 convertible preferred stock, net of issuance costs | 2,994 | ||||||||||
Proceeds from exercise of stock options | 216 | 455 | 657 | 777 | 915 | 442 | |||||
Proceeds from issuance of common stock from the PIPE Investment | 300,000 | 300,000 | |||||||||
Proceeds from the closing of the Merger | 84,945 | 84,945 | |||||||||
Payment of offering costs from the closing of the Merger and PIPE Investment | (33,968) | (34,132) | |||||||||
Repayment of financing obligations | (359) | (359) | (359) | (359) | (244) | ||||||
Proceeds from long-term debt, net of issuance costs | 31,882 | 31,882 | 31,882 | 31,882 | 22,438 | ||||||
Repayment of principal on long-term debt | (5,422) | (8,404) | |||||||||
Net cash provided by (used in) financing activities | 216 | 31,978 | 32,180 | 383,277 | 377,829 | 17,226 | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (36,620) | 17,418 | 5,934 | 329,718 | 303,463 | (12,637) | |||||
Cash, cash equivalents and restricted cash | |||||||||||
Cash, cash equivalents and restricted cash at beginning of period | 271,547 | 308,167 | 10,638 | 22,122 | 4,704 | 4,704 | 308,167 | 4,704 | 4,704 | 17,341 | |
Cash, cash equivalents and restricted cash at end of period | 271,547 | 334,422 | 10,638 | 22,122 | 10,638 | 334,422 | 308,167 | 4,704 | |||
Supplemental disclosure of cash flow information | |||||||||||
Transfer of inventory to property and equipment | 4,620 | 46 | 9,648 | 12,949 | 86 | ||||||
Capital expenditures incurred but not yet paid | 1,693 | 0 | 0 | 0 | 347 | 0 | |||||
Capitalization of stock compensation | 0 | ||||||||||
Issuance of equity classified warrants | 1 | 1 | 112 | ||||||||
Deferred offering costs included in accounts payable | 1,760 | 1,932 | |||||||||
Conversion of convertible preferred stock to common stock | 75,877 | 75,877 | |||||||||
Initial fair value of contingent earn-out liability recognized in connection with the closing of the Merger | 66,845 | 67,021 | |||||||||
Initial fair value of contingently issuable common stock liability recognized in connection with the closing of the Merger | 11,670 | 11,670 | |||||||||
Conversion of common stock warrants to common stock in connection with the closing of the Merger | 880 | 880 | |||||||||
Initial fair value of public warrants in connection with the closing of the Merger | 23,636 | 23,636 | |||||||||
Issuance of a nonrecourse promissory note with officer | 350 | ||||||||||
Adjustment | |||||||||||
Cash flows from operating activities: | |||||||||||
Net loss | 750 | (606) | 249 | (357) | (2,301) | (30) | (1,035) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 138 | 0 | 0 | 0 | 0 | 0 | |||||
Write-off of inventory | 0 | 0 | 0 | ||||||||
Adjustment to property and equipment for sales type leases | (304) | 0 | |||||||||
Loss from impairment of property and equipment | 0 | 0 | 0 | 0 | |||||||
Loss on disposal of property and equipment | 0 | 0 | |||||||||
Stock-based compensation | (1,263) | (773) | (241) | 2,019 | 1,085 | 917 | |||||
Non-cash interest expense | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Non-cash lease expense | 0 | ||||||||||
Provision recorded for allowance for doubtful accounts | 0 | 0 | 0 | 0 | 0 | ||||||
Loss on extinguishment of debt | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Change in fair value of derivative liability | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Change in fair value of common stock warrant liability | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Change in fair value of contingent earn-out liability | 1,148 | (791) | (791) | (1,148) | |||||||
Change in fair value of contingently issuable common stock liability | 0 | 0 | 0 | 0 | |||||||
Change in fair value of public warrant liability | 0 | 0 | 0 | 0 | |||||||
Changes in operating assets and liabilities | |||||||||||
Accounts receivable | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Inventory | 5,675 | (47) | 720 | 10,100 | 14,043 | 1,156 | |||||
Commission assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Contract assets | 0 | 0 | 0 | (895) | 0 | ||||||
Other assets | 141 | 7 | 13 | 23 | 32 | (173) | |||||
Prepaid expenses and other current assets | (291) | 377 | 208 | 1,237 | 931 | (641) | |||||
Accounts payable | 1,012 | (235) | (1,862) | (2,024) | 772 | (1,100) | |||||
Deferred revenue | (201) | (185) | (100) | (107) | (136) | 45 | |||||
Deferred rent | 468 | 0 | 0 | 0 | 0 | 0 | |||||
Warranty reserve | 0 | 0 | 0 | 0 | |||||||
Accrued expenses and other current liabilities | 206 | 281 | 651 | (2,702) | 483 | ||||||
Accrued expenses and other current liabilities | (368) | ||||||||||
Operating lease liability | (468) | 0 | |||||||||
Net cash used in operating activities | 6,437 | (401) | (1,338) | 7,912 | 12,847 | (348) | |||||
Cash flows from investing activities: | |||||||||||
Development of internal-use software | (82) | 0 | |||||||||
Purchases of property and equipment | (6,366) | 401 | 1,338 | (7,912) | (12,847) | 348 | |||||
Net cash used in investing activities | (6,448) | 401 | 1,338 | (7,912) | (12,847) | 348 | |||||
Cash flows from financing activities: | |||||||||||
Proceeds from issuance of Series B-1 convertible preferred stock, net of issuance costs | 0 | ||||||||||
Proceeds from exercise of stock options | 11 | 0 | 0 | 0 | 0 | 0 | |||||
Proceeds from issuance of common stock from the PIPE Investment | 0 | 0 | |||||||||
Proceeds from the closing of the Merger | 0 | 0 | |||||||||
Payment of offering costs from the closing of the Merger and PIPE Investment | 0 | 0 | |||||||||
Repayment of financing obligations | 0 | 0 | 0 | 0 | 0 | ||||||
Proceeds from long-term debt, net of issuance costs | 0 | 0 | 0 | 0 | 0 | ||||||
Repayment of principal on long-term debt | 0 | 0 | |||||||||
Net cash provided by (used in) financing activities | 11 | 0 | 0 | 0 | 0 | 0 | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Cash, cash equivalents and restricted cash | |||||||||||
Cash, cash equivalents and restricted cash at beginning of period | $ 0 | 0 | 0 | 0 | 0 | 0 | $ 0 | 0 | 0 | 0 | |
Cash, cash equivalents and restricted cash at end of period | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | |||
Supplemental disclosure of cash flow information | |||||||||||
Transfer of inventory to property and equipment | (4,620) | 0 | (9,648) | (12,949) | 0 | ||||||
Capital expenditures incurred but not yet paid | $ 698 | 1,335 | 2,962 | 3,123 | 2,589 | 1,100 | |||||
Capitalization of stock compensation | $ 27 | ||||||||||
Issuance of equity classified warrants | $ 0 | (1) | 0 | ||||||||
Deferred offering costs included in accounts payable | 10 | 11 | |||||||||
Conversion of convertible preferred stock to common stock | 0 | 0 | |||||||||
Initial fair value of contingent earn-out liability recognized in connection with the closing of the Merger | 176 | 0 | |||||||||
Initial fair value of contingently issuable common stock liability recognized in connection with the closing of the Merger | 0 | 0 | |||||||||
Conversion of common stock warrants to common stock in connection with the closing of the Merger | 0 | 0 | |||||||||
Initial fair value of public warrants in connection with the closing of the Merger | $ 0 | $ 0 | |||||||||
Issuance of a nonrecourse promissory note with officer | $ 0 |