Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 21, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40590 | ||
Entity Registrant Name | Cue Health Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-1562193 | ||
Entity Address, Address Line One | 4980 Carroll Canyon Rd | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | 858 | ||
Local Phone Number | 412-8151 | ||
Title of 12(b) Security | Common Stock, $0.00001 par value | ||
Trading Symbol | HLTH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 885 | ||
Entity Common Stock, Shares Outstanding (in shares) | 146,629,118 | ||
Documents Incorporated by Reference | The information required to be included in Part III of this Annual Report on Form 10-K will be incorporated herein by reference in accordance with General Instruction G(3) to Form 10-K. | ||
Entity Central Index Key | 0001628945 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | San Diego, California |
Auditor Firm ID | 243 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 409,873 | $ 121,578 |
Restricted cash | 13,837 | 6,000 |
Accounts receivable, net | 104,589 | 4,168 |
Inventories | 88,388 | 36,842 |
Prepaid expenses | 45,889 | 13,847 |
Other current assets | 7,446 | 1,263 |
Total current assets | 670,022 | 183,698 |
Restricted cash, non-current | 0 | 1,677 |
Property and equipment, net | 177,456 | 103,683 |
Prepaid rent | 1,567 | 16,771 |
Right-of-use assets operating leases | 79,474 | 8,281 |
Intangible assets, net | 7,673 | 2,038 |
Other non-current assets | 3,868 | 180 |
Total assets | 940,060 | 316,328 |
Current liabilities: | ||
Accounts payable | 37,208 | 23,847 |
Accrued liabilities and other current liabilities | 29,498 | 8,822 |
Income taxes payable | 8,297 | 0 |
Deferred revenue, current | 82,165 | 115,747 |
Debt, current | 0 | 5,434 |
Operating lease liabilities, current | 7,147 | 797 |
Finance lease liabilities, current | 2,621 | 1,249 |
Total current liabilities | 166,936 | 155,896 |
Redeemable convertible preferred stock warrant liabilities | 0 | 1,331 |
Deferred revenue, net of current portion | 10,283 | 67,349 |
Operating leases liabilities, net of current portion | 46,464 | 10,472 |
Finance lease liabilities, net of current portion | 3,271 | 1,857 |
Other non-current liabilities | 6,356 | 4,500 |
Total liabilities | 233,310 | 241,405 |
Commitments and contingencies | ||
Redeemable Convertible Preferred Stock | ||
Total redeemable convertible preferred stock | 0 | 176,323 |
Stockholders’ Equity (Deficit) | ||
Preferred stock, $0.00001 par value; 50,000,000 and no shares authorized, no shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Common stock, $0.00001 par value; 500,000,000 and 129,030,355 shares authorized, 146,402,991 and 27,995,780 issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 1 | 0 |
Additional paid-in-capital | 730,767 | 9,036 |
Accumulated deficit | (24,018) | (110,436) |
Total stockholders’ equity (deficit) | 706,750 | (101,400) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | 940,060 | 316,328 |
Series A Redeemable Convertible Preferred Stock | ||
Redeemable Convertible Preferred Stock | ||
Total redeemable convertible preferred stock | 0 | 7,519 |
Series B Redeemable Convertible Preferred Stock | ||
Redeemable Convertible Preferred Stock | ||
Total redeemable convertible preferred stock | 0 | 66,186 |
Series C-1 Redeemable Convertible Preferred Stock | ||
Redeemable Convertible Preferred Stock | ||
Total redeemable convertible preferred stock | 0 | 96,436 |
Series C-2 Redeemable Convertible Preferred Stock | ||
Redeemable Convertible Preferred Stock | ||
Total redeemable convertible preferred stock | $ 0 | $ 6,182 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 500,000,000 | 129,030,355 |
Common stock, shares issued (in shares) | 146,402,991 | 27,995,780 |
Common stock, shares outstanding (in shares) | 146,402,991 | 27,995,780 |
Series A Redeemable Convertible Preferred Stock | ||
Temporary equity, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Temporary equity, shares authorized (in shares) | 0 | 8,721,437 |
Temporary equity, shares issued (in shares) | 0 | 8,350,743 |
Temporary equity, shares outstanding (in shares) | 0 | 8,350,743 |
Temporary equity, liquidation preference | $ 0 | $ 7,660 |
Series B Redeemable Convertible Preferred Stock | ||
Temporary equity, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Temporary equity, shares authorized (in shares) | 0 | 46,213,620 |
Temporary equity, shares issued (in shares) | 0 | 46,176,715 |
Temporary equity, shares outstanding (in shares) | 0 | 46,176,715 |
Temporary equity, liquidation preference | $ 0 | $ 66,240 |
Series C-1 Redeemable Convertible Preferred Stock | ||
Temporary equity, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Temporary equity, shares authorized (in shares) | 0 | 27,308,229 |
Temporary equity, shares issued (in shares) | 0 | 27,308,227 |
Temporary equity, shares outstanding (in shares) | 0 | 27,308,227 |
Temporary equity, liquidation preference | $ 0 | $ 100,000 |
Series C-2 Redeemable Convertible Preferred Stock | ||
Temporary equity, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Temporary equity, shares authorized (in shares) | 0 | 1,690,380 |
Temporary equity, shares issued (in shares) | 0 | 1,690,380 |
Temporary equity, shares outstanding (in shares) | 0 | 1,690,380 |
Temporary equity, liquidation preference | $ 0 | $ 5,571 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Revenue | $ 618,107 | $ 22,953 | $ 6,626 |
Operating costs and expenses: | |||
Sales and marketing | 28,729 | 714 | 88 |
Research and development | 42,829 | 28,478 | 21,405 |
General and administrative | 79,788 | 23,936 | 5,900 |
Total operating costs and expenses | 427,888 | 68,079 | 27,393 |
Income (loss) from operations | 190,219 | (45,126) | (20,767) |
Other income (expense): | |||
Interest expense | (9,809) | (374) | (152) |
Change in fair value of redeemable convertible preferred stock warrants | 53 | (1,289) | 4 |
Change in fair value of convertible notes | (59,560) | 0 | 0 |
Loss on extinguishment of debt | (1,998) | (610) | 0 |
Other income, net | 272 | 47 | 309 |
Net income (loss) before income taxes | 119,177 | (47,352) | (20,606) |
Income tax expense | 32,759 | 0 | 0 |
Net income (loss) | $ 86,418 | $ (47,352) | $ (20,606) |
Net income (loss) per share attributable to common stockholders – basic (in dollars per share) | $ 0.63 | $ (2.90) | $ (1.31) |
Weighted-average number of shares used in computation of net income (loss) per share attributable to common stockholders – basic (in shares) | 52,815,449 | 16,315,730 | 15,760,246 |
Net income (loss) per share attributable to common stockholders – diluted (in dollars per share) | $ 0.59 | $ (2.90) | $ (1.31) |
Weighted-average number of shares used in computation of net income (loss) per share attributable to common stockholders – diluted (in shares) | 59,635,384 | 16,315,730 | 15,760,246 |
Product revenue | |||
Revenue | |||
Revenue | $ 615,796 | $ 15,391 | $ 0 |
Operating costs and expenses: | |||
Cost of product revenue | 276,542 | 14,951 | 0 |
Grant and other revenue | |||
Revenue | |||
Revenue | $ 2,311 | $ 7,562 | $ 6,626 |
STATEMENTS OF REDEEMABLE CONVER
STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Series A Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | Series C Redeemable Convertible Preferred Stock |
Beginning balance (in shares) at Dec. 31, 2018 | 8,350,743 | 46,176,715 | 0 | ||||
Beginning balance at Dec. 31, 2018 | $ 7,519 | $ 66,186 | $ 0 | ||||
Ending balance (in shares) at Dec. 31, 2019 | 8,350,743 | 46,176,715 | 0 | ||||
Ending balance at Dec. 31, 2019 | $ 7,519 | $ 66,186 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 18,679,868 | ||||||
Beginning balance at Dec. 31, 2018 | $ (37,881) | $ 0 | $ 4,597 | $ (42,478) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of common stock options (in shares) | 24,250 | ||||||
Exercise of common stock options | 12 | 12 | |||||
Stock-based compensation | 336 | 336 | |||||
Net income (loss) | (20,606) | (20,606) | |||||
Ending balance (in shares) at Dec. 31, 2019 | 18,704,118 | ||||||
Ending balance at Dec. 31, 2019 | (58,139) | $ 0 | 4,945 | (63,084) | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Issuance of Series C-1 preferred stock & exercise of redeemable convertible preferred stock warrants (in shares) | 27,308,227 | ||||||
Issuance of Series C-1 preferred stock & exercise of redeemable convertible preferred stock warrants | $ 96,436 | ||||||
Conversion of redeemable convertible preferred stock (in shares) | 1,690,380 | ||||||
Conversion of redeemable convertible preferred stock | $ 6,182 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 8,350,743 | 46,176,715 | 28,998,607 | ||||
Ending balance at Dec. 31, 2020 | 176,323 | $ 7,519 | $ 66,186 | $ 102,618 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Release of common stock from restricted stock purchase agreement | 0 | ||||||
Exercise of common stock options (in shares) | 1,918,499 | ||||||
Exercise of common stock options | 669 | 669 | |||||
Vesting of early exercised stock options | 259 | 259 | |||||
Vesting and issuance of common stock per restricted stock purchase (in shares) | 7,373,163 | ||||||
Stock-based compensation | 3,163 | 3,163 | |||||
Net income (loss) | (47,352) | (47,352) | |||||
Ending balance (in shares) at Dec. 31, 2020 | 27,995,780 | ||||||
Ending balance at Dec. 31, 2020 | (101,400) | $ 0 | 9,036 | (110,436) | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Issuance of Series C-1 preferred stock & exercise of redeemable convertible preferred stock warrants (in shares) | 48,513 | 31,369 | |||||
Issuance of Series C-1 preferred stock & exercise of redeemable convertible preferred stock warrants | $ 831 | $ 537 | |||||
Conversion of redeemable convertible preferred stock (in shares) | (8,399,256) | (46,208,084) | (28,998,607) | ||||
Conversion of redeemable convertible preferred stock | $ (8,350) | $ (66,723) | $ (102,618) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | ||||
Ending balance at Dec. 31, 2021 | 0 | $ 0 | $ 0 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of redeemable convertible preferred stock (in shares) | 83,605,947 | ||||||
Conversion of redeemable convertible preferred stock | $ 177,691 | $ 1 | 177,690 | ||||
Exercise of common stock options (in shares) | 1,713,054 | 1,500,071 | |||||
Exercise of common stock options | $ 432 | 432 | |||||
Conversion of convertible notes into common stock (in shares) | 18,611,914 | ||||||
Conversion of convertible notes into common stock | 297,792 | 297,792 | |||||
Stock-based compensation expense from issuance of a fully vested warrant to vendor | 1,239 | 1,239 | |||||
Issuance of common stock at public offering, net of issuance costs (in shares) | 14,375,000 | ||||||
Issuance of common stock at public offering, net of issuance costs of $24.0 million | 205,956 | 205,956 | |||||
Exercise of common stock warrants (in shares) | 84,118 | ||||||
Exercise of common stock warrants | 77 | 77 | |||||
Vesting of early exercised stock options | 152 | 152 | |||||
Tax withholding on exercise of stock options and restricted stock units | (4,586) | (4,586) | |||||
Common stock issued to outgoing directors (in shares) | 128,000 | ||||||
Vesting and issuance of common stock per restricted stock purchase (in shares) | 102,161 | ||||||
Stock-based compensation | 42,979 | 42,979 | |||||
Net income (loss) | 86,418 | 86,418 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 146,402,991 | ||||||
Ending balance at Dec. 31, 2021 | $ 706,750 | $ 1 | $ 730,767 | $ (24,018) |
STATEMENTS OF REDEEMABLE CONV_2
STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Payments of stock issuance costs | $ 24 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net income (loss) | $ 86,418 | $ (47,352) | $ (20,606) |
Adjustments to reconcile net income (loss) to net cash, cash equivalents and restricted cash (used in) provided by operations | |||
Depreciation and amortization | 32,509 | 6,282 | 3,653 |
Change in fair value of redeemable convertible preferred stock warrant liabilities | (53) | 1,289 | (4) |
Change in fair value of convertible notes | 59,560 | 0 | 0 |
Stock-based compensation expense | 42,979 | 3,163 | 336 |
Loss on extinguishment of debt | 1,998 | 610 | 0 |
Non-cash lease expense | 5,318 | 568 | 0 |
Convertible notes issuance costs | 6,000 | 0 | 0 |
Deferred income taxes | 3,468 | 0 | 0 |
Interest on finance leases | 218 | 113 | 107 |
Stock-based compensation expense from issuance of fully vested warrant to vendor | 1,239 | 0 | 0 |
Non-cash interest expense | 2,883 | 16 | 6 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (100,422) | (3,968) | 4,291 |
Inventory | (51,546) | (36,842) | 0 |
Prepaid expenses and other current assets | (38,987) | (30,978) | (415) |
Other non-current assets | (3,688) | (130) | (374) |
Accounts payable, accrued liabilities and other current liabilities | 44,823 | 12,637 | 10 |
Income taxes payable | 11,185 | 0 | 0 |
Deferred revenue | (90,648) | 183,084 | 0 |
Operating lease liabilities | (18,203) | (337) | 0 |
Other non-current liabilities | (4,500) | 4,500 | 0 |
Net cash, cash equivalents and restricted cash (used in) provided by operating activities | (9,449) | 92,655 | (12,996) |
Cash flows from investing activities | |||
Purchases of property and equipment | (108,848) | (76,034) | (2,945) |
Expenditures for software development | (6,869) | (2,114) | 0 |
Net cash, cash equivalents and restricted cash used in investing activities | (115,717) | (78,148) | (2,945) |
Cash flows from financing activities | |||
Proceeds from issuance of Series C-1 redeemable convertible preferred stock | 0 | 100,000 | 0 |
Proceeds from convertible notes | 235,480 | 5,563 | 0 |
Payments for issuance costs of Series C-1 redeemable convertible preferred stock | 0 | (3,564) | 0 |
Proceeds from exercise of redeemable convertible preferred stock warrant | 89 | 0 | 0 |
Payments of issuance costs of convertible notes | (6,000) | 0 | 0 |
Proceeds from exercise of common stock options | 432 | 1,079 | 12 |
Proceeds from exercise of common stock warrant | 77 | 0 | 0 |
Proceeds from issuance of common stock at public offering | 230,000 | 0 | 0 |
Payments of issuance costs of public offering | (24,044) | 0 | 0 |
Proceeds from debt | 82,250 | 1,658 | 4,084 |
Tax withholding on exercise of stock options and restricted stock units | (4,586) | 0 | 0 |
Debt issuance and prepayment costs | (2,128) | 0 | 0 |
Repayment of debt | (87,684) | (2,571) | 0 |
Payments for finance leases | (4,265) | (1,922) | (486) |
Net cash, cash equivalents and restricted cash provided by financing activities | 419,621 | 100,243 | 3,610 |
Net change in cash, cash equivalents and restricted cash | 294,455 | 114,750 | (12,331) |
Cash, cash equivalents and restricted cash, beginning balance | 129,255 | 14,505 | 26,836 |
Cash, cash equivalents and restricted cash, ending balance | 423,710 | 129,255 | 14,505 |
Reconciliation of cash, cash equivalents, and restricted cash | |||
Cash and cash equivalents | 409,873 | 121,578 | 14,328 |
Restricted cash, current | 13,837 | 6,000 | 0 |
Restricted cash, non-current | 0 | 1,677 | 177 |
Total cash, cash equivalents and restricted cash | 423,710 | 129,255 | 14,505 |
Supplemental disclosure for cash flow information | |||
Cash paid for taxes | 18,106 | 0 | 0 |
Cash paid for interest | 767 | 340 | 152 |
Supplemental disclosure for non-cash investing and financing matters | |||
Early exercised stock options liability | 152 | 152 | 0 |
Conversion of convertible notes to Series C-2 redeemable convertible preferred stock | 0 | 6,182 | 0 |
Right-of-use assets obtained in exchange for lease obligations | 48,211 | 11,269 | 0 |
Prepaid rent reclassified to right-of-use assets | 15,966 | 0 | 0 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 6,765 | 18,156 | 110 |
Software development costs included in accounts payable | 758 | 0 | 0 |
Conversion of redeemable convertible preferred stock into common stock | 177,691 | 0 | 0 |
Exercise of redeemable convertible preferred stock warrant | 1,278 | 0 | 0 |
Conversion of convertible notes | 297,792 | 0 | 0 |
Equipment obtained under capital lease obligations | $ 0 | $ 0 | $ 346 |
BUSINESS AND BASIS OF ACCOUNTIN
BUSINESS AND BASIS OF ACCOUNTING | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND BASIS OF ACCOUNTING | BUSINESS AND BASIS OF ACCOUNTING Organization and Description of Business Cue Health Inc. (the “Company”) was originally formed in the State of California on January 26, 2010, prior to being incorporated in the State of Delaware on December 14, 2017. The Company is a healthcare technology company committed to revolutionizing the healthcare experience by providing individuals with a convenient and connected diagnostic platform that bridges the physical and virtual care continuum. The Company’s proprietary platform, the Cue Health Monitoring System, comprised of the Cue Reader and Cue Test Kit, enables lab-quality diagnostics-led care at home, at work or at the point of care. This platform is designed to empower stakeholders across the healthcare ecosystem, including individuals, enterprises, healthcare providers and payors, and public health agencies with paradigm-shifting access to diagnostic and health data to inform care decisions. The Company’s headquarters are located in San Diego, California. Basis of Accounting The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting. Initial Public Offering On September 28, 2021, the Company completed its initial public offering (“IPO”) of 14,375,000 shares of the Company common stock at an offering price of $16.00 per share, including 1,875,000 shares purchased by the IPO underwriters. The Company received aggregate net proceeds of approximately $206.0 million after deducting underwriting commissions and legal, accounting, and consulting fees related to the IPO. Upon completion of the IPO, Convertible Notes outstanding, see Note 9, Debt , in the principal amount of $235.5 million and accrued interest of $2.8 million were automatically converted into 18,611,914 shares of common stock. All outstanding shares of the Company’s redeemable convertible preferred stock, see Note 10, Capital Stock , were converted into 83,605,947 shares of common stock. Immediately prior to the IPO, all of the Company’s outstanding warrants to purchase redeemable convertible preferred stock were converted into the redeemable convertible preferred stock and the related warrant liabilities were reclassified to additional paid-in capital. Use of Estimates The preparation of the accompanying financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to revenue recognition, net accounts receivable, stock-based compensation expense, product warranty reserve, the recoverability of its long-lived assets, net deferred tax assets (and related valuation allowance) and the fair value of Convertible Notes and common stock prior to the Company’s IPO. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. Segment Reporting Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. In addition, the guidance for segment reporting indicates certain quantitative materiality thresholds. The Company views its operations and manages its business in one operating segment which is consistent with how the Chief Executive Officer, who is the chief operating decision maker, reviews the business, makes investment and resource allocation decisions, and assesses operating performance. All revenue to date is from customers located in the United States and all long-lived assets are located in the United States. COVID-19 Impact COVID-19 that was declared a global pandemic by the World Health Organization in March 2020 adversely impacted global commercial activity but served as a catalyst to accelerating the Company’s product pipeline. The Company’s first commercially available diagnostic test for the Cue Health Monitoring System is the Cue COVID-19 test for ribonucleic acid of SARS-CoV-2, the virus that causes COVID-19. The Company began selling and recording product revenues for its Cue COVID-19 test in August 2020 after obtaining an Emergency Use Authorization (“EUA”) from the Federal Drug Administration (“FDA”) in June 2020. Currently, 100% of the Company’s product revenues are derived from the Cue COVID-19 test. Given the unpredictable nature of the COVID-19 pandemic, the development and potential size of the COVID-19 diagnostic testing market is highly uncertain. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS Cash and Cash Equivalents Cash and cash equivalents consist of bank deposits. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted Cash Restricted cash consists primarily of cash that serves as collateral for the Company’s standby letters of credit. Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash relates to acquiring long-term assets, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is classified as a long-term asset. Otherwise, restricted cash is presented in current assets in the balance sheets. As of December 31, 2021 and 2020, the Company had $13.8 million and $7.7 million of restricted cash included on the balance sheets. Accounts Receivable The Company grants credit to customers in the normal course of business and the resulting accounts receivable is stated at their net realizable value. The allowance for doubtful accounts represents the Company’s estimate of probable credit losses relating to accounts receivable and is determined based on historical experience and other specific account data. Amounts are written off against the allowances for doubtful accounts when the Company determines that a customer account is uncollectible. As of December 31, 2021 and 2020, the Company’s allowance for doubtful accounts was $0.3 million and $0, respectively. Concentration of Credit Risk and Other Risk and Uncertainties Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and trade accounts receivable. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and the deposits are held with large financial institutions. The Company had two customers that represented more than 10% of total product revenue for the year ended December 31, 2021, at 62% and 25%, respectively. For the year ended December 31, 2020, the Company had two customers that represented more than 10% of product revenue at 58% and 22%, respectively. For the year ended December 31, 2019, the Company did not have any product revenue. See Note 3, Revenue Recognition . As of December 31, 2021, accounts receivable from one customer with balances due in excess of 10% of total accounts receivable was 60%. As of December 31, 2020, accounts receivable from three customers with balances due in excess of 10% of total accounts receivable were 31%, 29% and 20%, respectively. The Company purchases certain components for its products from two single suppliers. A change in or loss of these suppliers could cause a delay in filling customer orders and a possible loss of sales, which could adversely affect results of operations. Inventories Inventory is valued at lower of cost or net realizable value on a first in, first out basis. Work-in-process and finished goods inventories consist of materials, labor and manufacturing overhead. Provisions for excess and obsolete inventory are primarily based on the Company’s estimates of forecasted sales, usage levels, and expiration dates, as applicable for certain disposable products, and assumptions about obsolescence. Unabsorbed manufacturing costs are treated as expense in the period incurred. Product Warranty Reserve The Company provides its customers with the right to receive a replacement of defective or nonconforming Cue Readers for a period of up to twelve months from the date of shipment. Although no explicit warranty is provided for Cue Cartridges, the Company may choose to replace Cue Cartridges that result in cancelled tests and invalid test results. All warranties are classified as current liabilities within the accrued liabilities and other current liabilities on the balance sheet. Provisions for estimated expenses related to product warranty are made at the time products are sold. These estimates are determined based on historical information that includes test failure rates, replacement frequency, and the overall replacement cost. The Company evaluates the reserve on a quarterly basis and makes adjustments when appropriate. Changes to test failure rates and overall replacement rates could have a material impact on our estimated liability. The following table provides a reconciliation of the change in estimated warranty liabilities: Amount Balance, December 31, 2020 $ — Provision for warranties 7,744 Settlements (2,879) Balance, December 31, 2021 $ 4,865 The Company did not have a product warranty reserve for the years ended December 31, 2020 and 2019. Fair Value Measurements and Financial Instruments The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items. Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the Company’s long-term borrowings approximates its fair value. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s redeemable convertible preferred stock warrant liabilities and convertible notes are measured at fair value on a recurring basis and are classified as Level 3 liabilities, see Note 11, Fair Value Measurements . The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date in current period earnings. Property and Equipment, Net Property and equipment, net, which consist of manufacturing equipment, laboratory equipment, furniture and fixtures, computers and software, office equipment and leasehold improvements, are stated at cost less depreciation. Leasehold improvements are amortized on a straight-line basis over the shorter of their useful life or the remaining lease term, including any renewal periods that the Company is reasonably certain to exercise. Repair and maintenance costs that do not improve service potential or extend economic life are expensed as incurred. The estimated useful lives are as follows: Years Machinery and equipment 3-7 years Furniture and fixtures 7 Computers and software 3-5 years The Company completed a review of the estimated useful lives of its assets upon receiving FDA EUAs of the Company’s Cue COVID-19 Test in June 2020. This review, based on expected technological advances and demand expectations, reduced the useful life of laboratory equipment from seven seven For the year ended December 31, 2020, the change in estimate resulted in an increase in depreciation and amortization expense of $3.2 million, an increase in net loss of $3.2 million and an increase in basic and diluted net loss per share of $0.20. Intangible Assets, Net Intangible assets, net are recorded at cost and amortized on a straight-line basis over their estimated useful lives. Intangible assets consist of capitalized software costs incurred in the development of the Cue Health App (the “App”). The Company determined that costs incurred during the application development stage that are directly related to the actual development of the software application are capitalized, while costs incurred in the preliminary project and post implementation stage are expensed as incurred. Additionally, indirect costs related to the software development during the application development stage are expensed as incurred. As the App is constantly updated to the next version once it has reached technological feasibility, the Company separates costs on a reasonable basis between maintenance and upgrades that extend the functionality and useful life of the App. The maintenance costs are expensed as incurred. The Company has concluded that given the rapid changes in technology, the software has a useful life of three years and is amortized on a straight-line basis. Amortization expense related to the App is recorded in cost of product revenue. Leases The Company determines if an arrangement is a lease at inception and if so, determines whether the lease qualifies as an operating or finance lease. Lease balances are included in the balance sheets as right-of-use assets and lease liabilities. The Company does not recognize right-of-use assets and lease liabilities for short-term leases, which have terms of 12 months or less, on its balance sheet. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. When the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at commencement dates in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would expect to pay to borrow over a similar term, and on a collateralized basis, an amount equal to the lease payments in a similar economic environment. The Company’s lease terms may include options to extend or terminate the lease when the Company is reasonably certain that it will exercise such options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Deferred Rent (Prior to adoption of Accounting Standards Codification “(ASC”) 842) Rent expense is recorded on a straight-line basis over the term of the lease, which includes the construction build-out period and lease extension periods, if appropriate. The difference between rent payments and straight-line rent expense is recorded as deferred rent and included in accrued liabilities on the balance sheets. Landlord allowances are amortized on a straight-line basis over the lease term as a reduction to rent expense. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded as a reduction of the proceeds received from the equity financing. If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the statements of operations. As of December 31, 2021, the deferred offering costs were offset against the proceeds received upon the completion of the IPO. There were no deferred offering costs recorded in the Company’s balance sheets as of December 31, 2020. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or an asset group may not be recoverable. If such triggering event is determined to have occurred, the asset’s or asset group’s carrying value is compared to the future undiscounted cash flows expected to be generated. If the carrying value exceeds the undiscounted cash flows of the asset, then an impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value. There were no impairment indicators and no impairment was recorded for the years ended December 31, 2021, 2020 and 2019. Common Stock Warrants Common stock warrants are measured at their estimated fair value upon issuance and recorded in additional paid-in capital. Common stock warrants are classified as equity and no subsequent remeasurement is required. Redeemable Convertible Preferred Stock Warrants The Company accounts for its redeemable convertible preferred stock warrants as liabilities based upon the characteristics and provisions of each instrument. The redeemable convertible preferred stock warrants classified as liabilities are recorded on the Company’s balance sheets at their fair values on the date of issuance and are revalued on each subsequent balance sheet date, with fair value changes recognized as increases or reductions in the statement of operations. All of the Company’s outstanding redeemable convertible preferred stock warrants were exercised and converted into shares of Series A and Series B redeemable convertible preferred stock prior to the IPO. Redeemable Convertible Preferred Stock Prior to the completion of the IPO, the Company had multiple classes of redeemable convertible preferred stock, all of which were classified as temporary equity in the accompanying balance sheet as the redemption of the shares were outside of the Company's control. In connection with the completion of the IPO in September 2021, all outstanding shares of redeemable convertible preferred stock were automatically converted into an aggregate of 83,605,947 shares of common stock. Revenue Recognition Product Revenue The Company generates revenue from the sale of its products to government entities, healthcare providers, commercial customers, distributors, and direct-to-consumer (“DTC”) sales. The Company considers purchase orders, which are governed by agreements with customers other than DTC customers, to be a contract with a customer. The contract terms with customers, other than DTC, range in length, from one-time purchases to six-month or twelve-month commitments on a subscription basis where customers purchase a fixed number of products on a monthly basis. DTC sales are conducted via the Company’s website where customers can purchase individual products or subscribe to Cue+ Memberships. The Company considers the DTC customers’ agreement to the terms and conditions at the point of purchase to be a contract with a customer. Cue Readers, Cue Enterprise Dashboards, and Cue Test Kits, composed of Cue Cartridges and Cue Wands, are considered distinct performance obligations. The App is integral to the functionality of the Cue Reader and these two components form a single performance obligation. Revenue allocated to Cue Readers and Cue Test Kits is recognized when control of the promised goods has transferred to customers, generally upon shipment, in an amount that reflects the consideration the Company expects to receive in exchange for those goods. Revenue allocated to Cue Enterprise Dashboards is recognized ratably over the term of the service. The Company’s contracts with its customers do not provide for open return rights. The Company estimates returns of products due to defective or nonconforming Cue Readers and replacement Cue Cartridges and records a provision for estimated expenses related to product warranty at the time products are sold. In addition to the above performance obligations, Cue+ Memberships include service components comprised of virtual care capabilities accessible through the App. The Cue+ Essential membership provides telemedicine (access to chat with board-certified physicians) and the Cue+ Complete membership also includes video proctoring of tests. The transaction price is measured as the amount of consideration the Company expects to receive in exchange for the goods transferred to customers. A contract’s transaction price is allocated to each distinct performance obligation on a relative standalone selling price basis. The Company estimates standalone selling prices for groups of customers with similar circumstances and characteristics. To fulfill its promise to customers for contracts that include telemedicine, the Company maintains relationships with medical service providers, which are professional corporations or other professional entities owned by licensed physicians that engage licensed medical professionals (medical doctors, physician assistants, and nurse practitioners; collectively referred to as “Providers”) to provide telemedicine services. The Company determined that it is an agent in the telemedicine arrangement with its customers because (i) the Providers determine which specific medical services are to be provided during the consultation and (ii) the Providers are primarily responsible for the satisfactory fulfillment and acceptability of the services. As an agent in the telemedicine portion of the contract, the Company recognizes the revenue allocated to the service net of the costs incurred to deliver the service. Revenue from telemedicine services is recognized at a point in time at the inception of the contract with a customer. To fulfill its promise to customers for contracts that include proctoring services, the Company maintains relationships with service providers to provide proctoring services. The Company determined that it a principal in the proctoring arrangement with its customers because (i) the Company determines which services are to be provided to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; and (iii) the Company, at its sole discretion, sets all listed prices charged on its website for products and services. Revenue from proctoring services is recognized over the term of the agreement. The Company recognizes receivables when there is an unconditional right to payment, which represents the amount the Company expects to collect in a transaction and is most often equal to the transaction price in the contract. Payment terms are typically 30 to 45 days. No adjustments to consideration are made for financing as the Company expects, at contract inception, that the period between the transfer of a promised good or service and when the customer pays for that good or service will be one year or less. The Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer. See Note 3, Revenue Recognition , for details regarding disaggregation of product revenue by type of customer for the years ended December 31, 2021, 2020 and 2019. Deferred Revenue In October 2020, the Company received a $184.6 million upfront payment (“U.S. DoD Advance”) from the U.S. DoD to increase production capacity of its Cue COVID-19 Test. The Company concluded that the activities related to increasing production do not represent a performance obligation as those activities do not transfer a product or service to the customer. Instead, the upfront payment is an advanced payment for future goods or services because the agreement with the U.S. government included an option to renew the contract which included a material right to obtain products in a future contract at a specified discount, subject to a price floor, from prices offered to commercial customers with a similar volume of purchases. Deferred revenue is recognized upon satisfaction of performance obligations by reference to the total goods or services expected to be provided to the customer, including an estimate of future performance obligations under expected contract renewals, and the corresponding expected consideration. Grant and Other Revenue Arrangements under which the Company receives grants or contracts to conduct research and development activities constitute non-exchange transactions. Revenue from non-exchange transactions is recognized to the extent of costs incurred in the period, provided that the conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding. Costs are included in research and development expenses. The Company may enter into collaboration agreements with third parties to conduct research and development activities. The Company evaluates its collaboration agreements for proper classification in its statements of operations based on the nature of the underlying activity. When the Company has concluded that it has a customer relationship with one of its collaborators, the Company follows the guidance in ASC Topic 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). See Note 3, Revenue Recognition , for details regarding the Company’s agreements with the Biomedical Advanced Research and Development Authority (“BARDA” and Janssen Pharmaceuticals, Inc. (“Janssen”). Contract Assets and Liabilities Contract assets primarily relate to the Company’s conditional right to consideration for performance obligations satisfied through direct-to-consumer sales but not billed at the reporting date. Contract assets at the beginning of and end of the year ended December 31, 2021, as well as changes in the balance, were not material. Contract liabilities primarily relate to the U.S. DoD Advance and were recorded in current and non-current deferred revenue on the balance sheets. See Note 3, Revenue Recognition , for details regarding the activity related to contract liabilities. Cost of Product Revenue Cost of product revenue includes the cost of materials, direct labor, inclusive of salaries and other related costs, including stock-based compensation, depreciation, and manufacturing overhead costs used in the manufacturing of the Cue Test Kits as well as contract manufacturing costs associated with production of the Cue Readers. Cost of product revenue also includes amortization of intangible assets. Shipping and Handling Costs The Company elected to account for shipping and handling as activities to fulfill the promise the goods and records them as cost of product revenue. Sales and Marketing Expenses Sales and marketing expense consist primarily of salaries and other related costs, including stock-based compensation, for personnel in sales and marketing, customer support, advertising costs and business development functions. Advertising costs are expensed as incurred. Research and Development Expenses Research and development expenses are expensed as incurred. Research and development expenses are primarily comprised of costs and expenses for salaries and other related costs, including stock-based compensation, associated with research and development personnel, contract services, laboratory supplies, facilities, depreciation, and outside services. Costs associated with the Company’s grant and collaboration agreements as well as costs associated with products produced for research and development purposes are recorded within research and development expenses. Accrued Research and Development Costs The Company records accrued expenses for estimated costs of its research and development activities conducted by third-party service providers, which include clinical trial activities, based on the estimated amount of services or supplies provided but not yet invoiced and include these costs in accrued liabilities in the balance sheets and within research and development expense in the statements of operations. Any payments made in advance of services or supplies provided are recorded as prepaid assets, which are expensed as the services or supplies are received. The Company estimates the amount of work completed through discussions with internal personnel and external service providers as to the progress or stage of completion of the services and the agreed-upon fee to be paid for such services. Significant judgments and estimates are made in determining the accrued balance in each reporting period. As actual costs become known, the Company adjusts its accrued estimates. General and Administrative Expenses The Company’s general and administrative expenses consists primarily of salaries and other related costs, including stock-based compensation, for personnel in its executive, finance, and administrative functions. General and administrative expense also includes professional fees for legal, patent, accounting, information technology, auditing, tax and consulting services, travel expenses as well as depreciation and facility-related expenses, which include allocated expenses for rent and maintenance of facilities and other operating costs. Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses. Fair Value of Common Stock Prior to the IPO, the fair value of the shares of common stock underlying the Company’s stock-based awards was estimated on each grant date by its Board of Directors. In order to determine the fair value of its common stock underlying option grants, the Company’s board of directors considered, among other things, valuations of its common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Stock-Based Compensation The Company estimates the fair value of stock options using the Black-Scholes-Merton (“BSM”) option pricing model on the date of grant. The fair value of equity instruments expected to vest are recognized and amortized on a straight-line basis over the requisite service period of the award, which is generally three The Compensation Committee with oversight from Board of Directors determines the number of shares, the term, the frequency and date, the type, the exercise periods, any performance criteria pursuant to which awards may be granted, and the restrictions and other terms and conditions of each grant in accordance with terms of the plan. The C ompany recognizes forfeitures as incurred. The BSM option pricing model incorporates various estimates, including the fair value of the Company’s common stock, expected volatility, expected term and risk-free interest rates. The weighted-average expected term of options was calculated using the simplified method. This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. In addition, due to the Company’s limited historical data, the estimated volatility incorporates the historical volatility over the expected term of the award of comparable companies whose share prices are publicly available. The risk-free interest rate for periods within the contractual term of the option is based on the U.S. Treasury yield in effect at the time of grant. The dividend yield was zero, as the Company has never declared or paid dividends and has no plans to do so in the foreseeable future. The fair value of restricted stock units (RSUs) is determined based on the fair value of the Company’s common stock at the grant date. The RSUs generally have a vesting term of four years. For RSUs with performance-based vesting conditions, compensation cost is recognized when it is probable that the performance criteria will be achieved. For RSUs with market-based vesting conditions, compensation cost is based on the fair value of the award at grant date and recorded over the requisite service period. Compensation cost is not adjusted if the market condition is not met, as long as the requisite service is provided. The Company estimates the fair value of stock-based payment for awards with market conditions on the date of grant using a Monte Carlo simulation model. Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There have been no items qualifying as other comprehensive income (loss) and, therefore, the Company’s comprehensive income (loss) was the same as its reported net income (loss). Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the bases of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires a lessee to recognize most leases on the balance sheet as lease liabilities with corresponding right-of-use assets. On January 1, 2020, the Company adopted Topic 842, utilizing the modified retrospective transition method. The Company will continue to report financial information for fiscal years prior to 2020 under the previous lease accounting standards and, as such, prior comparative periods have not been recast. In addition, the Company elected the package of practical expedients permitted under the transition guidance in Topic 842. As a result of this election, the Company was not required to reassess (i) whether any expired or existing contracts are or contain leases, (ii) the classification of any expired or existing leases, and (iii) initial direct costs for any existing leases. The Company elected to account for lease and non-lease components as a single lease component. This election primarily relates to the Company’s real estate leases. The Company recorded right-of-use assets and operating lease liabilities of $8.4 million upon adoption of Topic 842 as of January 1, 2020. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. ASU 2018-15 amends the definition of a hosting arrangement and requires a customer in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. The i |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Product Revenue Disaggregation of product revenue by type of customer for the years ended December 31, 2021, 2020, and 2019 respectively: Year Ended 2021 2020 2019 Public sector entities $ 382,958 $ 8,874 $ — Private sector customers 232,838 6,517 — Total product revenue $ 615,796 $ 15,391 $ — Product revenue for the year ended December 31, 2021 includes an immaterial amount of service revenue generated from telemedicine and proctoring services provided to customers. Revenue generated from proctoring is recognized over the term of the contracts with customers. The following table sets forth the Company’s product gross profit and product gross profit margin for the years ended December 31, 2021, 2020, and 2019: Year Ended 2021 2020 2019 Product revenue $ 615,796 $ 15,391 $ — Cost of product revenue 276,542 14,951 — Product gross profit $ 339,254 $ 440 $ — Product gross profit margin 55 % 3 % 0% DoD Agreement In October 2020, the Company entered into a $480.9 million agreement with the U.S. government for the purchase of its Cue COVID-19 Test to meet the unprecedented demand for rapid and accurate molecular diagnostic testing (the “U.S. DoD Agreement”). The Company delivered all of the agreed upon products under the agreement prior to its expiration on December 31, 2021. The U.S. DoD Agreement provided $184.6 million to facilitate the scaling of the Company’s manufacturing capacity, which was received upon signing the contract. The U.S. DoD Agreement did not provide for the funds to be utilized in any specific manner beyond furthering the purposes of the agreement. The Company was not required to segregate, nor was the Company required to obtain the approval of the U.S. government to use the funds advanced to us under the agreement. The remaining $296.3 million of the agreement was due to the Company for the delivery of Cue Readers, Cue COVID-19 Test Kits and Cue Control Swab Packs. The U.S. DoD Agreement also provided that, as soon as possible after the completion of the initial U.S. DoD Agreement, the Company and the U.S. government would negotiate in good faith to enter into a follow-on supply agreement based on federal acquisition regulations (a FAR-based contract). The U.S. DoD Agreement provides the U.S. DoD with the right to purchase no more than 45% of our quarterly production for the duration of the follow-on contract at a specified discount, subject to a price floor as part of this follow-on contract. The U.S. government is also entitled to certain administrative reporting but does not receive the right to any intellectual property or know-how. To satisfy the terms of the arrangement, the Company was required to provide the U.S. government the contractual units and demonstrate its ability to manufacture an average of approximately 100,000 Cue Cartridges per day over a consecutive 7-day period by October 2021. Subject to limited exceptions, the U.S. government was entitled to be the exclusive purchaser of our entire production through the completion of the project. Pursuant to the U.S. DoD Agreement, the Company was permitted to honor certain contractual obligations that existed prior to the effective date of the U.S. DoD Agreement and to use a reasonable number of tests for internal workforce testing as well as for marketing, demonstration and evaluation of our products and business development. Furthermore, the Company was able to seek waivers from the U.S. government to sell certain of our products to additional customers. The agreement term ended upon completion of the Company’s performance obligations in December 2021. The Company determined that the U.S. DoD Agreement is within the scope of ASC 606. The delivery of the individual Cue COVID-19 Test products are distinct performance obligations since they are capable of being distinct and are distinct within the context of the U.S. DoD Agreement. The promise of a future specified discount, subject to a pricing floor, represents a separate performance obligation as it qualifies as a material right. The U.S. government continues to maintain such material right that is applicable to a future contract. Activities related to production scaling pursuant to the U.S. DoD Advance, the right to up to 45% capacity in a future contract, and administrative reporting do not represent the transfer of good or services to the U.S. government, they are not separate performance obligations. The transaction price is fixed and does not include variable consideration. At contract inception, consistent with a similar class of customer, the Company determined the stand-alone selling price for each performance obligation and allocated the total transaction price on a relative standalone selling price basis to each performance obligation. The Company elected to account for the material right per the practical alternative approach in which the transaction price is allocated to the optional goods and the corresponding consideration it expects to receive (hypothetical contract) since the same Cue COVID-19 Test products sold in the U.S. DoD Agreement would be included in any follow-on contract. The U.S. DoD Advance was recorded in deferred revenue and is recognized in revenue as the related performance obligations are satisfied. Estimates of a future contract include future pricing, quantities and the timing and duration of future contracts. Changes in estimates are done on a prospective adjustment approach and the Company reassess its estimate quarterly. Significant judgment is applied in determining how deferred revenue will be recognized, including estimating future quantities, delivery schedules, pricing and contract duration from the U.S. government, which can have a significant impact to revenue recognition. A performance obligation is satisfied once the control of a product is transferred to the customer or the service is provided to the customer, meaning the customer has the ability to use and obtain the benefit of the goods or service. The U.S. government does not control the product prior to shipment because it does not have the ability to use and obtain the benefit of the products and the contractual restrictions do not limit the alternative future use of the products. Based on an analysis of the various indicators of control, revenue is recognized point-in-time upon shipment. Deferred revenue related to the U.S. DoD Advance as of December 31, 2021 and 2020, was $92.4 million and $182.3 million, respectively. Of this amount, $82.2 million is classified as current as of December 31, 2021, based on amounts expected to be realized within the next year. Contract Assets and Liabilities Net contracts assets were $1.1 million and $0 as of December 31, 2021 and 2020, respectively, and were recorded in other current assets on the balance sheets. Contract liabilities primarily relate to the U.S. DoD Advance and were recorded in current and non-current deferred revenue on the balance sheets. The activity related to contract liabilities for the years ended December 31, 2021 and 2020, is as follows: Amount Balance at December 31, 2019 $ 12 U.S. DoD Advance 184,577 Non-refundable customer deposits 803 Recognition of U.S. DoD Advance (2,296) Balance at December 31, 2020 183,096 Recognition of U.S. DoD Advance (89,845) Recognition of non-refundable customer deposits (803) Balance at December 31, 2021 $ 92,448 Grant and Other Revenue Grant and other revenue relate to a cost reimbursement agreement with the BARDA and a collaboration agreement with Janssen. BARDA Contract During 2018, the Company entered into a cost reimbursement contract with BARDA that was effective through January 2021 for a total contract amount of $14.0 million (the “BARDA Contract”). The objective of the BARDA Contract was to accelerate the development, validation, regulatory authorization and commercialization of the Company’s products. The BARDA Contract required the Company provide reporting deliverables that included monthly technical and annual reports and a final report, but BARDA was not entitled to any know-how or intellectual property. In March 2020, BARDA exercised an option in the BARDA Contract for a second phase to accelerate development, validation and FDA clearance of the Company’s Cue COVID-19 Test for an additional contract value of $13.7 million. The period of performance related to the second phase extends to January 2023. In May 2020, the original BARDA Contract was amended to increase the total value from $14.0 million to $21.8 million and to extend the contract term to January 2022. In December 2021, the original BARDA Contract was amended to fund an additional $0.8 million for the development of an Omicron-Genotyping COVID-19 test. The Company recognizes revenue from its BARDA Contract in the period during which the related costs are incurred, provided that the conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding. Costs are included in research and development expenses. The Company recorded $2.2 million, $7.6 million and $6.3 million of revenue related to the agreement with BARDA during the years ended December 31, 2021, 2020 and 2019, respectively. Janssen Contract |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES As of December 31, 2021 and 2020, the Company’s inventories consisted of the following: December 31, 2021 2020 Raw materials $ 34,042 $ 31,029 Work-in-process 10,920 4,957 Finished goods 46,094 1,645 Reserve (2,668) (789) Total inventories $ 88,388 $ 36,842 |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | PREPAID EXPENSES As of December 31, 2021 and 2020, the Company’s prepaid expenses consisted of the following: December 31, 2021 2020 Prepaid expense $ 30,153 $ 5,152 Prepaid inventory 15,736 8,695 Total prepaid expenses $ 45,889 $ 13,847 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET As of December 31, 2021 and 2020, the Company’s property and equipment, net consisted of the following: December 31, 2021 2020 Construction in progress $ 4,082 $ 83,353 Machinery and equipment 195,001 26,972 Leasehold improvements 19,302 2,897 Furniture and fixtures 740 683 Property and equipment 219,125 113,905 Accumulated depreciation and amortization (41,669) (10,222) Total property and equipment, net $ 177,456 $ 103,683 Depreciation and amortization expense related to property and equipment was $30.5 million , $6.2 million and $3.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. The carrying value of assets under finance leases within property and equipment as of December 31, 2021 and 2020 was $9.8 million a nd $4.8 million, respectively. During 2020, the Company revised the useful life of certain property and equipment. Refer to the Property and Equipment section of Note 2 for further information regarding the useful life change in accounting estimate and the Company’s current useful lives of its property and equipment. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS As of December 31, 2021 and 2020, the Company’s intangible assets consisted of the following: December 31, 2021 2020 Capitalized software $ 5,638 $ 914 Accumulated amortization (2,067) (76) Capitalized software, net 3,571 838 In-process software development 4,102 1,200 Total intangible assets $ 7,673 $ 2,038 Amortization expense related to intangible assets placed in service was $2.0 million, $0.1 million, and $0 for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated amortization expense for each of the years ending December 31 is as follows: 2022 $ 1,501 2023 1,453 2024 617 Total amortization expense $ 3,571 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases real estate and manufacturing and laboratory equipment which are used in the Company’s manufacturing, research and development, and administrative activities. The Company identifies a contract that contains a lease as one which conveys a right, either explicitly or implicitly, to control the use of an identified asset in exchange for consideration. These arrangements are classified as finance leases and operating leases. Finance leases consist of laboratory and manufacturing equipment with remaining terms ranging from 1 year to 3 years. The Company’s operating leases relate to the Company’s manufacturing facilities and office space and have remaining terms from 7 year to 9 years. A summary of the Company’s material leases is as follows: Waples Lease. In June 2020, the Company entered into an agreement to lease an approximately 64,000 square-foot building to be used as manufacturing facility in San Diego, California (“Waples Lease”). The Waples Lease has an initial term of ten years with a renewal option to extend the lease which the Company is not reasonably certain to exercise. The Waples Lease commenced in May 2021 when the Company was granted a temporary certificate of occupancy to begin installation of manufacturing equipment. The Company paid $12.5 million for landlord-owned improvements recorded as prepaid rent. Upon commencement of the lease the prepaid rent was reclassified into the operating lease right-of-use asset. The Company recognized an operating lease right-of-use asset of approximately $32.4 million and operating lease liabilities of $19.9 million related to the Waples Lease as of the commencement date. Vista Lease. In October 2020, the Company entered into an agreement to lease a 197,000 square-foot building to be used as a manufacturing facility in Vista, California (“Vista Lease”). The Vista Lease has an initial term of five years and the Company is reasonably certain to exercise a renewal option to extend the lease term for an additional five years. The Vista Lease commenced in January 2021 when the Company was permitted to install its tenant improvements and manufacturing equipment. The Company paid $3.5 million for landlord-owned improvements recorded as prepaid rent. Upon commencement of the lease the prepaid rent was reclassified into the operating lease right-of-use asset. The Company recognized an operating lease right-of-use asset of approximately $20.5 million and operating lease liabilities of $17.1 million related to the Vista Lease as of the commencement date. The right-of-use assets and lease liabilities recognized on the Company’s balance sheets as of December 31, 2021 and 2020 were as follows: December 31, Balance Sheet Location 2021 2020 Assets Right-of-use assets operating leases Operating lease right-of-use assets $ 79,474 $ 8,281 Right-of-use assets finance leases Property and equipment, net 9,821 4,837 Liabilities Operating lease liabilities (current) Operating lease liabilities, current 7,147 797 Finance lease liabilities (current) Finance lease liabilities, current 2,621 1,249 Operating lease liabilities (non-current) Operating lease liabilities, net of current portion 46,464 10,472 Finance lease liabilities (non-current) Finance lease liabilities, net of current portion 3,271 1,857 The components of lease cost for the years ended December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020 Operating lease cost $ 7,983 $ 1,552 Finance lease cost: Amortization of right-of-use assets 1,854 570 Interest on lease liabilities 218 113 Total lease cost $ 10,055 $ 2,235 Rent expense for the year ended December 31, 2019 was $0.9 million. As of December 31, 2021, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2022 $ 7,147 $ 2,789 2023 7,384 2,408 2024 7,243 919 2025 7,424 — 2026 7,697 — Thereafter 31,897 — Total lease payments 68,792 6,116 Less: Imputed interest (15,181) (224) Total $ 53,611 $ 5,892 The supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 was as follows: Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 20,867 $ 1,287 Operating cash flows from finance leases $ 218 $ 113 Financing cash flows from finance leases $ 2,124 $ 1,922 Subsequent to the commencement dates of the Waples and Vista leases, the Company made cash payments of $17.0 million related to the ongoing construction of landlord-owned assets. This is presented in operating lease liabilities in the statements of cash flows. The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2021 and 2020 was as follows: December 31, 2021 December 31, 2020 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.9 2.3 8.4 2.5 Weighted-average discount rate 5.7% 3.8% 8.7% 6.5% |
LEASES | LEASES The Company leases real estate and manufacturing and laboratory equipment which are used in the Company’s manufacturing, research and development, and administrative activities. The Company identifies a contract that contains a lease as one which conveys a right, either explicitly or implicitly, to control the use of an identified asset in exchange for consideration. These arrangements are classified as finance leases and operating leases. Finance leases consist of laboratory and manufacturing equipment with remaining terms ranging from 1 year to 3 years. The Company’s operating leases relate to the Company’s manufacturing facilities and office space and have remaining terms from 7 year to 9 years. A summary of the Company’s material leases is as follows: Waples Lease. In June 2020, the Company entered into an agreement to lease an approximately 64,000 square-foot building to be used as manufacturing facility in San Diego, California (“Waples Lease”). The Waples Lease has an initial term of ten years with a renewal option to extend the lease which the Company is not reasonably certain to exercise. The Waples Lease commenced in May 2021 when the Company was granted a temporary certificate of occupancy to begin installation of manufacturing equipment. The Company paid $12.5 million for landlord-owned improvements recorded as prepaid rent. Upon commencement of the lease the prepaid rent was reclassified into the operating lease right-of-use asset. The Company recognized an operating lease right-of-use asset of approximately $32.4 million and operating lease liabilities of $19.9 million related to the Waples Lease as of the commencement date. Vista Lease. In October 2020, the Company entered into an agreement to lease a 197,000 square-foot building to be used as a manufacturing facility in Vista, California (“Vista Lease”). The Vista Lease has an initial term of five years and the Company is reasonably certain to exercise a renewal option to extend the lease term for an additional five years. The Vista Lease commenced in January 2021 when the Company was permitted to install its tenant improvements and manufacturing equipment. The Company paid $3.5 million for landlord-owned improvements recorded as prepaid rent. Upon commencement of the lease the prepaid rent was reclassified into the operating lease right-of-use asset. The Company recognized an operating lease right-of-use asset of approximately $20.5 million and operating lease liabilities of $17.1 million related to the Vista Lease as of the commencement date. The right-of-use assets and lease liabilities recognized on the Company’s balance sheets as of December 31, 2021 and 2020 were as follows: December 31, Balance Sheet Location 2021 2020 Assets Right-of-use assets operating leases Operating lease right-of-use assets $ 79,474 $ 8,281 Right-of-use assets finance leases Property and equipment, net 9,821 4,837 Liabilities Operating lease liabilities (current) Operating lease liabilities, current 7,147 797 Finance lease liabilities (current) Finance lease liabilities, current 2,621 1,249 Operating lease liabilities (non-current) Operating lease liabilities, net of current portion 46,464 10,472 Finance lease liabilities (non-current) Finance lease liabilities, net of current portion 3,271 1,857 The components of lease cost for the years ended December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020 Operating lease cost $ 7,983 $ 1,552 Finance lease cost: Amortization of right-of-use assets 1,854 570 Interest on lease liabilities 218 113 Total lease cost $ 10,055 $ 2,235 Rent expense for the year ended December 31, 2019 was $0.9 million. As of December 31, 2021, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2022 $ 7,147 $ 2,789 2023 7,384 2,408 2024 7,243 919 2025 7,424 — 2026 7,697 — Thereafter 31,897 — Total lease payments 68,792 6,116 Less: Imputed interest (15,181) (224) Total $ 53,611 $ 5,892 The supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 was as follows: Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 20,867 $ 1,287 Operating cash flows from finance leases $ 218 $ 113 Financing cash flows from finance leases $ 2,124 $ 1,922 Subsequent to the commencement dates of the Waples and Vista leases, the Company made cash payments of $17.0 million related to the ongoing construction of landlord-owned assets. This is presented in operating lease liabilities in the statements of cash flows. The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2021 and 2020 was as follows: December 31, 2021 December 31, 2020 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.9 2.3 8.4 2.5 Weighted-average discount rate 5.7% 3.8% 8.7% 6.5% |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Revolving Credit Agreement In February 2021, the Company entered into a loan and security agreement (“Revolving Credit Agreement”) with a group of lenders with East West Bank, acting as administrative agent and collateral agent for the lenders. The Revolving Credit Agreement provided for a revolving credit facility with an aggregate maximum principal amount of $130.0 million and a letter of credit subfacility of $20.0 million. In connection with entering into the Revolving Credit Agreement, the Company repaid outstanding amounts of $5.4 million and terminated an existing loan agreement with Comerica Bank. In May 2021, the Company repaid $63.2 million of debt outstanding under the Revolving Credit Agreement with a portion of the proceeds from the issuance and sale of Convertible Notes. In June 2021, the Company terminated the Revolving Credit Agreement and was required to pay a termination fee of $1.3 million. The Company also wrote-off issuance costs of $0.7 million for a total loss on extinguishment of debt of $2.0 million. These amounts were recorded in loss on extinguishment of debt in the statements of operations during the year ended December 31, 2021. All other obligations under the Revolving Credit Agreement have otherwise been terminated. Convertible Notes In May 2021, the Company issued and sold convertible promissory notes (“Convertible Notes”) with a principal amount of $235.5 million and incurred $6.0 million of debt issuance costs that have been recorded in interest expense in the statements of operations. The Convertible Notes accrue interest at a simple rate of 3.0% per annum during the first 12-month period and will accrue interest at a simple rate of 9.0% per annum thereafter. The Company elected to account for the Convertible Notes at estimated fair value, see Note 11, Fair Value Measurements , pursuant to the fair value option and record the change in estimated fair value in the statement of operations. The Company recorded a loss of $59.6 million related to the change in estimated fair value of the Convertible Notes in its statement of operations for the year ended December 31, 2021. All of the Convertible Notes were converted upon the IPO, which was a qualified conversion event. The Convertible Notes’ principal of $235.5 million and accrued interest of $2.8 million was converted into 18,611,914 shares of common stock at a fair value of $297.8 million using a 20% discount to the initial public offing price of $16.00 per share. The Company no longer had outstanding Convertible Notes as of December 31, 2021. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK Amended and Restated Certificate of Incorporation In September 2021, the Company’s board of directors approved and the Company filed its restated amended certificate of incorporation, which authorized the issuance of up to 550,000,000 shares consisting of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock with a par value of $0.00001 per share, respectively. Preferred Stock The Company’s certificate of incorporation, as amended, authorizes the issuance of up to 50,000,000 preferred shares. The Board of Directors is authorized to fix the number of shares of any series of preferred stock and determine the designations of such shares including but not limited to voting powers, dividend rights, liquidation preferences, and conversion rights. No shares of preferred stock were outstanding as of December 31, 2021 and 2020. Redeemable Convertible Preferred Stock In May 2020, the Company entered into a Convertible Note Purchase Agreement for a maximum of $12.0 million in convertible notes accruing interest at 3% per annum and maturing October 2021. The Company received proceeds of $5.6 million through the issuance date of these financial statements. The convertible notes were exercisable at a 10% discount (within 30 days) or 15% discount (after 45 days) upon a financing transaction in excess of $30.0 million. In connection with the closing of the IPO, the Convertible Notes were converted into 18,611,914 shares of common stock. In June 2020, the Company raised $105.6 million in gross proceeds through issuance of shares of its Series C redeemable convertible preferred stock. The issuance included 27,308,227 shares of Series C-1 redeemable convertible preferred stock, par value $0.00001 per share, at $3.6619. The convertible notes entered into in May 2020 were converted into 1,690,380 shares Series C-2 redeemable convertible preferred stock, par value $0.00001 per share, at $3.2957 per share at a 10% discount upon closing of the Series C redeemable convertible preferred stock issuance generating a loss on extinguishment of $0.6 million recorded in interest expense in the statements of operations. In connection with the closing of the IPO, all outstanding shares of redeemable convertible preferred stock were converted into 83,605,947 shares of common stock. Redeemable Convertible Preferred Stock Warrants The redeemable convertible preferred stock warrants are classified as liabilities, with changes in fair value recorded through earnings, as the underlying redeemable convertible preferred shares can be redeemed by the holders of these shares upon the occurrence of certain events that are outside of the control of the Company. The Company estimated the fair value of the redeemable convertible preferred stock warrants using an option pricing model. The significant inputs to this valuation methodology included the rights, preferences and privileges of each class of Company’s shares, see Note 11, Fair Value Measurements , and the Company’s estimated equity value and volatility assumptions on the valuation date, which are based on management’s analysis of comparable publicly traded peer companies. Prior to September 2021, the Company had outstanding warrants to purchase 84,118 redeemable convertible preferred shares. Immediately prior to the IPO, in September 2021, all outstanding warrants were exercised and converted into shares of Series A and Series B redeemable convertible preferred stock. The related liability was derecognized upon exercise and recorded in equity. Common Stock Warrants As of December 31, 2021, the Company had an outstanding warrant to purchase 75,744 shares of common stock at a purchase price of $0.40 per share. The warrant was issued on August 22, 2017 and expires on August 22, 2027. All shares subject to the warrant were vested as of December 31, 2020. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis within the fair value hierarchy: December 31, 2020 Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total Redeemable convertible preferred stock warrant liabilities $ — $ — $ 1,331 $ 1,331 There are no instruments that were measured at fair value on a recurring basis as of December 31, 2021.There were no transfers between Level 1, Level 2 and Level 3 categories of the fair value hierarchy during the years ended December 31, 2021 and 2020. In May 2021, the Company issued and sold Convertible Notes with a principal amount of $235.5 million, see Note 9, Convertible Notes . The Company elected the fair value option to account for the Convertible Notes and recognized their estimated fair value, with changes in estimated fair value recorded as a component of earnings in the statements of operations. The fair value of the notes was determined based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. The Convertible Notes were valued using a scenario-based analysis. Three primary scenarios were considered and assigned a probability weighting to arrive at the estimated fair value. The first scenario considered the value impact of conversion at the 20.0% discount to the issue price if the Company had a qualified conversion event of (a) an IPO, (b) a SPAC combination, (c) or a direct listing, or (d) an equity financing with gross proceeds of not less than $50.0 million, before or on December 31, 2021. The second scenario considered the value impact of conversion at the 25.0% discount to the issue price if the Company had a qualified conversion event of (a) an IPO, (b) a SPAC combination, (c) or a direct listing, or (d) an equity financing with gross proceeds of not less than $50.0 million, after December 31, 2021. The third scenario assumed that a qualified conversion event did not occur, and the Convertible Notes and any unpaid accrued interest are repaid in May 2023. The closing of the IPO was considered a qualified conversion event per the terms of convertible notes. As a result, the Convertible Notes, $235.5 million of principal and $2.8 million of accrued interest through September 27, 2021, were converted into 18,611,914 shares of common stock at a 20% discount to the initial public offing price of $16.00 per share. The Company recognized a loss of $59.6 million resulting from the conversion which was recorded in change in fair value of Convertible Notes in the statements of operations for the year ended December 31, 2021. The following table provides a rollforward of the fair value of the Company’s Convertible Notes and redeemable convertible preferred stock warrant liabilities measured on a recurring basis and classified within Level 3 fair value hierarchy: Redeemable Convertible Preferred Stock Warrants Convertible Notes Balance, December 31, 2018 $ 46 $ — Remeasurement (4) — Balance, December 31, 2019 42 — Remeasurement 1,289 — Balance, December 31, 2020 1,331 — Issuance — 235,480 Remeasurement (53) 59,560 Accrued interest — 2,752 Exercise of redeemable convertible preferred stock warrants (1,278) — Conversion into common stock — (297,792) Balance, December 31, 2021 $ — $ — No redeemable convertible preferred stock warrants were outstanding as of December 31, 2021. The estimated fair value of redeemable convertible preferred stock warrants was determined using BSM option pricing model with the following assumptions at December 31, 2020 and 2019 : Series A Redeemable Convertible Preferred Stock Warrants 2020 2019 Expected volatility 59.9% 41.8% Expected term (years) 4.92 5.92 Expected dividend yield 0.00% 0.00% Risk-free interest rate 0.41% 1.72% Fair value per share $ 16.83 $ 0.55 Series B Redeemable Convertible Preferred Stock Warrants 2020 2019 Expected volatility 46.2% 37.2% Expected term (years) 7.91 8.91 Expected dividend yield 0.00% 0.00% Risk-free interest rate 0.65% 1.88% Fair value per share $ 16.41 $ 0.68 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Incentive Plans 2014 Equity Incentive Plan In August 2014, the Company adopted the 2014 Equity Incentive Plan (“2014 Plan”) under which employees, non-employee directors and consultants of the Company may be granted incentive stock options, nonqualified stock options, stock appreciation rights, performance shares, awards of restricted stock and awards of restricted stock units. As of December 31, 2021, with the introduction of a new stock incentive plan, shares are no longer available for future grants under the 2014 Plan. 2021 Stock Incentive Plan In September 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”) under which employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards (incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards). The authorized number of shares includes 14,173,771 common shares plus such additional number of shares of common stock up to 22,399,691 as equal to the number shares reserved in the 2014 Plan above. The number of common stock shares available under the 2021 Plan increases annually on the first day of each fiscal year commencing January 1, 2022 until and including January 1, 2031 by the amount equal to at least 5% of outstanding shares on such date and any additional shares of common stock determined by the board. As of December 31, 2021, 56,695,085 shares of common stock are available for issuance under the 2021 Plan. 2021 Employee Stock Purchase Plan In September 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”) under which employees of the Company can purchase shares of the Company’s common stock commencing on such time and such dates as the board of directors of the Company determine. The number of shares of common stock that have been approved for the purpose is 2,834,754 shares of common stock plus an annual increase to be added on the first day of each fiscal year commencing January 1, 2022 and continuing for each fiscal year until and including January 1, 2032. The annual increase is equal to the least of 8,504,263 shares of common stock, 1% of outstanding shares on such date, and a number of shares of common stock determined by the board of directors. The price at which stock is purchased under the 2021 ESPP is equal to 85% of the fair market value of the Company’s common stock on the lesser of either (i) the first business day of the Plan Period or (ii) the Exercise Date. Stock-Based Compensation Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the years ended December 31, 2021, 2020, and 2019 was as follows: Year Ended 2021 2020 2019 Cost of revenues $ 1,979 $ — $ — Sales and marketing 2,634 1 — Research and development 6,889 98 45 General and administrative 31,477 3,064 291 Total stock-based compensation expense $ 42,979 $ 3,163 $ 336 In total, $2.0 million and $0.0 million of stock-based compensation expense was capitalized to inventory during the manufacturing process during the years ended December 31, 2021 and 2020, respectively. An immaterial amount remained in inventory as of December 31, 2021. The Company incurred additional stock-based compensation expenses of $1.2 million related to the issuance of a fully-vested option valued at $1.2 million. Stock Options A summary of stock option activity and related information for the year ended December 31, 2021 was as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding at January 1, 2021 8,344,752 $ 0.61 6.4 Granted 2,965,821 15.61 Exercised (1,713,054) 0.31 Forfeited (367,317) 10.58 Expired (67,042) 0.36 Outstanding at December 31, 2021 9,163,160 $ 5.13 6.9 Exercisable at December 31, 2021 6,241,942 $ 2.01 6.0 Vested and expected to vest at December 31, 2021 9,163,160 $ 5.13 6.9 The aggregate intrinsic value of exercisable options was $72.4 million, $96.0 million and $0.8 million, for the years ended December 31, 2021, 2020 and 2019, respectively. The aggregate intrinsic value of stock options outstanding was $81.9 million, $129.5 million and $0.9 million as of December 31, 2021, 2020 and 2019, respectively. The estimated fair value of each stock option award granted to employees was determined on the date of grant using the BSM option pricing model with the following assumptions for stock option grants for years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Expected volatility 40.9% 39.6% 28.4% Expected term (years) 7.71 7.04 6.08 Expected dividend yield 0.0% 0.0% 0.0% Risk-free interest rate 0.8% 0.4% 1.8% Grant date fair value $ 6.93 $ 0.57 $ 0.15 As of December 31, 2021, there was $14.6 million of unamortized compensation cost related to unvested stock option awards, which is expected to be recognized over a remaining weighted-average vesting period of 2.81 years, on a straight-line basis. Restricted Stock Units Under the 2014 and 2021 Plans, RSUs are generally subject to a 4-year vesting period, with 25% of the shares vesting one year from the vesting commencement date and quarterly thereafter over the remaining vesting term, but may be subject to other vesting conditions such as performance or market based conditions. Compensation expense is recognized ratably over the requisite service period. During the year ended December 31, 2021, the Company issued a total of 1,177,043 restricted stock units (“RSUs”) to certain executives under the 2014 Plan with the right to receive common stock shares upon vesting as scheduled per agreements with certain executives. No additional grants of RSUs are expected under the 2014 Plan. During the year ended December 31, the Company issued 10,535,637 RSUs to employees under the 2021 Plan of which 5,603,065 vest based solely on continued employment over a four year period and the remaining RSUs are also subject to performance-vesting conditions as described below. Total RSU activity for the year ended December 31, 2021 is as follows: Underlying Shares Weighted-average Grant Date Fair Value Aggregate Fair Value Outstanding, January 1, 2021 — $ — $ — Granted 11,584,681 14.65 169,716 Vested (193,933) 15.65 (3,036) Forfeited (126,513) 16.00 (2,024) Outstanding, December 31, 2021 11,264,235 $ 14.62 $ 164,656 In addition to the RSU activity above, 128,000 fully vested shares of common stock were granted to outgoing members of the board of directors in 2021. Recipients are prohibited from selling or otherwise transferring the shares for one year after the date of grant. As of December 31, 2021 there was approximately $146.0 million of total unrecognized compensation cost related to outstanding RSUs. Market-Based Performance-Vesting RSUs In September 2021, the Company issued 3,335,300 RSUs that vest based on the satisfaction of both a continued employment condition and the achievement of certain market-based performance goals. Market-based performance-vesting RSUs vest upon the achievement of certain stock price performance over a performance period. There are seven stock price targets which can be achieved over the performance period and are based on an average closing price of the Company’s common stock. The fair value of the market-based performance-vesting RSU awards is based on a Monte-Carlo simulation with the following assumptions. For the year ended December 31, 2021 Expected dividend yield (1) 0.00 % Risk-free interest rate (2) 1.27 % Expected volatility (3) 65.00 % Cost of equity (3) 0.15 (1) Dividend yield is based on no dividend payout being expected on common units over the term to expiration of the performance-vesting RSUs (2) The risk-free interest rate for the periods within the contractual term of the market-based performance-vesting RSUs is based on the US Treasury yield curve in effect at the time of the grant. (3) The expected volatility and cost of equity are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. The Company applied a 14% discount for lack of marketability (“DLOM”) to the value of the market-based performance-vesting RSUs to account for a one-year post vesting period during which the grantee must hold the vested RSUs. The Company utilized the Finnerty Model to calculate the DLOM using inputs, including length of holding period, volatility and dividend yield, with volatility considered as a significant Level 3 input in the fair value hierarchy. Stock price performance goals were not achieved as of December 31, 2021. Market-based performance-vesting RSU activity for the year ended December 31, 2021 is as follows: Underlying Shares Weighted-average Grant Date Fair Value Aggregate Fair Value Outstanding, January 1, 2021 — $ — $ — Granted 3,335,300 12.82 $ 42,759 Vested — — $ — Forfeited — — $ — Outstanding, December 31, 2021 3,335,300 $ 12.82 $ 42,759 Operational-Based Performance-Vesting RSUs In September 2021 the Company issued 1,597,272 operational-based performance-vesting RSUs that vest based on the satisfaction of both a continued employment condition and the achievement of certain performance goals including meeting certain annual revenue targets and product development milestones. The grant date fair value of operational-based performance-vesting RSUs was estimated based on their fair value of the Company’s common stock on the date of grant. Compensation costs are recorded when achievement of the performance goals is determined to be probable. As of December 31, 2021 the revenue targets were met for 2021 and the revenue targets for 2022 were deemed to be probable. However, the product development milestone goals were not deemed to be probable and no compensation cost was recognized in 2021. Operations-based performance-vesting RSU activity for the year ended December 31, 2021 are as follows: Underlying Shares Weighted-average Grant Date Fair Value Aggregate Fair Value Outstanding, January 1, 2021 — $ — $ — Granted 1,597,272 16.00 25,556 Vested — — — Forfeited — — — Outstanding, December 31, 2021 1,597,272 $ 16.00 $ 25,556 Restricted Stock Purchase Agreements with Executives In 2018 and 2020, the Company issued shares of common stock pursuant to restricted stock purchase agreements with its Chief Executive Officer and Chief Product Officer in exchange for nonrecourse promissory notes to finance the entire cost of the shares. Due to the promissory notes being collateralized by the stock purchased and other stock held by the purchasers, these transactions were accounted for as substantive grants of common stock options since the purchasers did not assume the risk of ownership. Compensation expense was recognized ratably over a four-year service period. As of December 31, 2021, and 2020, there were 0 and 9,872,293 shares subject to the restricted stock purchase agreements, respectively. In September 2021 the Company’s board of directors approved the forgiveness of the Chief Executive Officer’s 2018 and 2020 promissory notes under which $8.3 million of principal and accrued interest was outstanding for the purchase of 7,359,572 common stock shares. The Company’s board of directors also approved the forgiveness of the Chief Product Officer’s 2020 promissory notes under which $3.5 million of principal and accrued interest was outstanding for the purchase of 2,457,721 common stock shares. The forgiveness of the promissory notes were deemed to be an option modification. The unrecognized grant date fair value and the incremental fair value from the modification resulting from the forgiveness of the promissory notes related to vested shares was recognized in stock-based compensation expense during the year ended December 31, 2021 and the unvested portion thereof will be recognized as stock-based compensation expense over the remaining vesting period. This modification resulted in $12.9 million in additional stock-based compensation expense for the year ended December 31, 2021. A summary of the Company’s option activity related to common stock through restricted stock purchase agreements in exchange for Nonrecourse Notes during 2021 was as follows: Number of Shares Outstanding, December 31, 2020 9,872,293 Forgiveness of promissory notes on vested shares of common stock (9,872,293) Outstanding, December 31, 2021 — Early Exercise Liability Unvested shares of early-exercised stock options are held in escrow until the stock option becomes fully vested or until the employee’s termination, whichever occurs first. The right to repurchase these shares lapses over the four-year vesting period. For accounting purposes, the early exercise of options is not considered to be a substantive exercise until the underlying awards vest. The following table summarizes the activity of the unvested common stock issued pursuant to an early exercise of stock options during the year ended December 31, 2021: Number of Shares Unvested at December 31, 2020 316,666 Vested (316,666) Unvested at December 31, 2021 — |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
INCOME (LOSS) PER SHARE | INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common shares outstanding during the period. Diluted net income (loss) per share attributable to common stockholders is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method and the if-converted method. Dilutive potential common shares include stock options, non-vested shares, redeemable convertible preferred shares, convertible notes, restricted stock and similar equity instruments granted by the Company. Some restricted stock units vest upon certain performance and market conditions and as they vest, the shares will be included in outstanding common shares. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive. Basic and diluted net income (loss) attributable to common holders per share is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock, common stock subject to restricted stock purchase agreements, early exercised options, and restricted shares are considered participating securities. Under the two-class method, distributed and undistributed income allocated to participating securities are excluded from net income (loss) attributable to common stockholders for purposes of calculating basic and diluted income (loss) per share. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses, therefore, net losses for the years ended December 31, 2020 and 2019 was attributed entirely to common stockholders and there is no difference in the number of shares used to calculate basic and diluted shares outstanding. The following table reconciles net income and the weighted-average shares used in computing basic and diluted earnings per share: Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ 86,418 $ (47,352) $ (20,606) Less: Income allocated to participating securities 53,310 — — Net income (loss) attributable to common stockholders – basic 33,108 (47,352) (20,606) Plus: Income allocated to non-participating securities 2,285 — — Net income (loss) attributable to common stockholders - diluted $ 35,393 $ (47,352) $ (20,606) Denominator: Basic weighted-average common shares outstanding 52,815,449 16,315,730 15,760,246 Dilutive potential common stock issuable: Common stock warrants 81,517 — — Preferred stock warrants 37,074 — — Stock options 6,631,061 — — Restricted stock units 70,283 — — Diluted weighted-average shares outstanding 59,635,384 16,315,730 15,760,246 Net income (loss) attributable to common stockholders per share Basic $ 0.63 $ (2.90) $ (1.31) Diluted $ 0.59 $ (2.90) $ (1.31) In periods of net losses, potentially dilutive securities are not included in the calculation of diluted net income (loss) per share because to do so would be anti-dilutive. Outstanding anti-dilutive securities not included in the diluted net income (loss) per share attributable to common stockholders calculations were as follows (in common stock equivalent shares): Year Ended December 31, 2021 2020 2019 Redeemable convertible preferred stock — 83,526,065 54,527,458 Stock options 2,724,654 8,344,752 8,244,751 Early exercised stock options — 316,666 — Restricted stock units 5,624,195 — — Performance restricted stock units 4,932,572 — — Common stock subject to restricted stock purchase agreements — 9,872,293 2,924,130 Common stock warrants — 75,744 75,744 Redeemable convertible preferred stock warrants — 79,882 79,882 Total 13,281,421 102,215,402 65,851,965 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s effective income tax rate for the year ended December 31, 2021 was 27.5% compared to 0% in the corresponding period in the prior year. The increase in our provision and effective tax rate was primarily due to the current tax liability arising from an increase in income from operations which exceeded available net operating loss carryforwards. Components of income tax expense were as follows: Year Ended December 31, 2021 2020 2019 Current: U.S. federal $ 9,483 $ — $ — State 19,808 — — Deferred: U.S. federal 3,468 — — State — — — Total income tax expense $ 32,759 $ — $ — The effective tax rate of the provision for income taxes differs from the U.S. federal statutory rate as follows: 2021 2020 2019 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 13.3 % 7.6 % 7.0 % Permanent differences (0.4) % (1.3) % (0.9) % Change in valuation allowance (18.6) % (30.8) % (30.9) % Tax credits (0.9) % 3.3 % 4.8 % Non-deductible convertible note adjustments 11.0 % — % — % Sec. 162(m) limitation 2.2 % — % — % Uncertain tax position reserves 1.2 % (0.7) % (1.0) % Stock-based compensation (1.2) % 0.9 % — % Other (0.1) % — % — % Income tax expense 27.5 % — % — % The Company recorded a valuation allowance to reflect the estimated amount of certain U.S. federal and state deferred tax assets that, more likely than not, will not be realized. In making such a determination, the Company evaluates a variety of factors including the projected future taxable income, scheduled reversals of deferred tax liabilities, prudent tax planning strategies, and recent financial operations. The evaluation of this evidence requires significant judgement about the forecasts of future taxable income, based on the plans and estimates we are using to manage the underlying business. The net change in total valuation allowance for the years ended December 31, 2021 and 2020 was a decrease of $20.2 million and an increase of $14.6 million, respectively. The $20.2 million net decrease in the valuation allowance during 2021 is primarily due to the recognition of federal tax benefits of $22.2 million in 2021 as a result of current operating activity, utilization of net operating loss carryforwards, and the availability of accelerated tax depreciation for United States federal tax purposes. The valuation allowance for U.S. state tax deferred tax assets increased by $2.0 million due to differences between the application of U.S. federal and state tax regulations for tax depreciation and limitations on the California net operating loss carryforwards. The $14.6 million net increase in 2020 was primarily due to the current period US federal and state net operating losses. The significant components of deferred income taxes were as follows: 2021 2020 Deferred tax assets: Net operating losses $ 6,180 $ 29,217 Research and development credits 942 3,791 Operating lease liability 14,484 3,234 Share-based compensation 4,801 350 Accruals and reserves 5,740 3,189 Deferred revenue 24,976 — State taxes 2,769 — Gross deferred tax assets 59,892 39,781 Deferred tax liabilities: Operating right-of-use asset 21,471 2,376 Depreciation and amortization 28,207 3,511 Gross deferred tax liabilities 49,678 5,887 Gross deferred tax assets/(liabilities) 10,214 33,894 Valuation allowance (13,682) (33,894) Net deferred tax asset/(liabilities) $ (3,468) $ — At December 31, 2021, the Company has United States federal and state net operating loss ("NOL") carryforwards of $9.7 million and $60.6 million, respectively. The federal NOL carryforwards generated in pre-2018 tax years of $5.6 million will begin to expire in 2037 while Federal NOLs generated after 2017 of $4.1 million will carryforward indefinitely. The state NOL carryforwards of $60.6 million will begin to expire in 2031 unless previously utilized. At December 31, 2021, the Company also had federal research tax credit carryforwards of $1.2 million. The federal research tax credit carryforwards begin to expire in 2032, if not utilized. The above NOL carryforward and the research tax credit carryforwards are subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code (“IRC”) of 1986, and similar state provisions due to ownership change limitations that have occurred which will limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has completed an IRC Section 382/383 analysis. If a change in ownership were to occur, additional NOL and tax credit carryforwards could be subject to future limitations or expire unutilized. As of December 31, 2021, the Company has $9.7 million of federal net operating losses and $29.8 million of state NOLs subject to limitations related to the utilization under Section 382 of the Internal Revenue Code. As of December 31, 2021, the Company has $1.2 million of federal tax credit carryforwards subject to limitations related to the utilization under Section 383 of the Internal Revenue Code. The Company recognizes the benefit of tax positions taken or expected to be taken in its tax returns in the financial statements when it is more likely than not that the position will be sustained upon examination by authorities. Recognized tax positions are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. 2021 2020 2019 Balance at January 1 $ 1,045 $ 705 $ 489 Decreases related to prior year tax positions, net 1,360 — — Increases related to current year tax positions 1,000 340 216 Balance at December 31 $ 3,405 $ 1,045 $ 705 As of December 31, 2021, the Company has approximately $3.4 million of unrecognized tax benefits of which $3.2 million would affect the Company's effective tax rate if recognized. As of December 31, 2021, and December 31, 2020, the Company recorded no accrued interest and penalties related to unrecognized tax benefits. The Company does not expect any significant changes in its tax positions that would warrant recognition of a liability for unrecognized income tax benefits during the next 12 months. The Company’s United States federal and state income tax returns are subject to tax examination by U.S. federal and state tax authorities for tax years within the statute of limitations. All tax carryforwards are subject to adjustment until the statute closes on the year the carryforwards are eventually utilized. The statute remains open on tax carryforwards generated and utilized as of December 31, 2021 for the 2011 and subsequent tax years. On June 29, 2020, Assembly Bill 85 (”AB 85”) was signed into law as part of the California 2020 Budget Act and temporarily suspends the use of California net operating losses and imposes a cap on the amount of business incentive tax credits that companies can utilize against their taxable income for tax years 2020, 2021, and 2022. The Company evaluated the provisions of AB 85 and was unable to offset current period taxable income with net operating losses. The Company continues to maintain its valuation allowance over California net operating losses. The Company will continue to evaluate the impact, if any, AB 85 may have on its financial statements and disclosures. On December 27, 2020, the Consolidated Appropriations Act, 2021, ( “ CAA”) was signed into law in the United States. The CAA includes, among other provisions, tax and direct spending relief for businesses and individuals affected by the coronavirus pandemic; and extends dozens of expiring tax deductions, credits, and incentives. The Company evaluated the impact of the CAA and determined that it did not have a material impact to the income tax provision for the tax year ended December 31, 2021. On March 11, 2021, the American Rescue Plan Act H.R. 1319 (“ARPA”) was signed into law in the United States. ARPA is a follow up to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The bill includes provisions on taxes, health care, unemployment benefits, direct payments, state and local funding, and other issues. ARPA did not have a significant impact on the Company’s financial statements for the year ended December 31, 2021. In April 2021, the Company was awarded a California Competes Tax Credit (“CCTC”) totaling $20.0 million for a five-year agreement. The CCTC is a competitive income tax credit available to businesses across various industries that want to locate or expand in California. The CCTC can offset California corporate income tax liability and is non-refundable. The credit is allocated in equal increments of $4.0 million over five years for a total of $20.0 million as documented in the CCTC Agreement. The Agreement covers tax years 2021-2025 and is awarded upon successful completion of milestones each year. The credit is earned |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Product Liability The Company’s business exposes it to liability risks from its potential medical diagnostic products. Product liability claims could result in the payment of significant amounts of money and divert management’s attention from running the business. The Company may not be able to maintain insurance on acceptable terms, or the insurance may not provide adequate protection in the case of a product liability claim. To the extent that product liability insurance, if available, does not cover potential claims, the Company would be required to self-insure the risks associated with such claims. The Company believes it carries reasonably adequate insurance for product liability. Standby Letters of Credit As of December 31, 2020, the Company was party to certain letters of credit, primarily related to a letter of credit with Comerica Bank as collateral required by one of the Company’s vendors. During the year ended December 31, 2021, the Company entered into a Revolving Credit Agreement with a capacity of $130.0 million and all but one of the letters of credit were no longer required by the counterparties. The one letter of credit, totaling $6.0 million, has been re-issued under the Revolving Credit Agreement. In May 2021, the Company repaid the debt outstanding under the Revolving Credit Agreement and terminated the agreement in June 2021. Upon agreement with East West Bank and the other lenders to the Revolving Credit Agreement, the Company kept in place its outstanding letter of credit in the amount of $6.0 million. The letter of credit was increased to $12.0 million in July 2021. In November 2021 East West Bank increased the letter of credit by $0.5 million. All other obligations under the Revolving Credit Agreement have otherwise been terminated. In November 2021, $0.8 million of cash was restricted in relation to a customs surety on international imports. The Company also has outstanding, letters of credit with Comerica Bank related to its real estate leases totaling $0.5 million as of December 31, 2021. All letters of credit are collateralized. Legal Settlement |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting. |
Use of Estimates | The preparation of the accompanying financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to revenue recognition, net accounts receivable, stock-based compensation expense, product warranty reserve, the recoverability of its long-lived assets, net deferred tax assets (and related valuation allowance) and the fair value of Convertible Notes and common stock prior to the Company’s IPO. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. |
Segment Reporting | Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. In addition, the guidance for segment reporting indicates certain quantitative materiality thresholds. The Company views its operations and manages its business in one operating segment which is consistent with how the Chief Executive Officer, who is the chief operating decision maker, reviews the business, makes investment and resource allocation decisions, and assesses operating performance. All revenue to date is from customers located in the United States and all long-lived assets are located in the United States. |
Cash and Cash Equivalents, Restricted Cash | Cash and cash equivalents consist of bank deposits. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted Cash |
Accounts Receivable | The Company grants credit to customers in the normal course of business and the resulting accounts receivable is stated at their net realizable value. The allowance for doubtful accounts represents the Company’s estimate of probable credit losses relating to accounts receivable and is determined based on historical experience and other specific account data. Amounts are written off against the allowances for doubtful accounts when the Company determines that a customer account is uncollectible. As of December 31, 2021 and 2020, the Company’s allowance for doubtful accounts was $0.3 million and $0, respectively. |
Concentration of Credit Risk and Other Risk and Uncertainties | Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and trade accounts receivable. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and the deposits are held with large financial institutions. The Company had two customers that represented more than 10% of total product revenue for the year ended December 31, 2021, at 62% and 25%, respectively. For the year ended December 31, 2020, the Company had two customers that represented more than 10% of product revenue at 58% and 22%, respectively. For the year ended December 31, 2019, the Company did not have any product revenue. See Note 3, Revenue Recognition . As of December 31, 2021, accounts receivable from one customer with balances due in excess of 10% of total accounts receivable was 60%. As of December 31, 2020, accounts receivable from three customers with balances due in excess of 10% of total accounts receivable were 31%, 29% and 20%, respectively. |
Inventories | Inventory is valued at lower of cost or net realizable value on a first in, first out basis. Work-in-process and finished goods inventories consist of materials, labor and manufacturing overhead. Provisions for excess and obsolete inventory are primarily based on the Company’s estimates of forecasted sales, usage levels, and expiration dates, as applicable for certain disposable products, and assumptions about obsolescence. Unabsorbed manufacturing costs are treated as expense in the period incurred. |
Product Warranty Reserve | The Company provides its customers with the right to receive a replacement of defective or nonconforming Cue Readers for a period of up to twelve months from the date of shipment. Although no explicit warranty is provided for Cue Cartridges, the Company may choose to replace Cue Cartridges that result in cancelled tests and invalid test results. All warranties are classified as current liabilities within the accrued liabilities and other current liabilities on the balance sheet. Provisions for estimated expenses related to product warranty are made at the time products are sold. These estimates are determined based on historical information that includes test failure rates, replacement frequency, and the overall replacement cost. The Company evaluates the reserve on a quarterly basis and makes adjustments when appropriate. Changes to test failure rates and overall replacement rates could have a material impact on our estimated liability. |
Fair Value Measurements and Financial Instruments, Fair Value of Common Stock | The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items. Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the Company’s long-term borrowings approximates its fair value. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s redeemable convertible preferred stock warrant liabilities and convertible notes are measured at fair value on a recurring basis and are classified as Level 3 liabilities, see Note 11, Fair Value Measurements . The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date in current period earnings. |
Property and Equipment, Net | Property and equipment, net, which consist of manufacturing equipment, laboratory equipment, furniture and fixtures, computers and software, office equipment and leasehold improvements, are stated at cost less depreciation. Leasehold improvements are amortized on a straight-line basis over the shorter of their useful life or the remaining lease term, including any renewal periods that the Company is reasonably certain to exercise. Repair and maintenance costs that do not improve service potential or extend economic life are expensed as incurred. |
Intangible Assets, Net | Intangible assets, net are recorded at cost and amortized on a straight-line basis over their estimated useful lives. Intangible assets consist of capitalized software costs incurred in the development of the Cue Health App (the “App”). The Company determined that costs incurred during the application development stage that are directly related to the actual development of the software application are capitalized, while costs incurred in the preliminary project and post implementation stage are expensed as incurred. Additionally, indirect costs related to the software development during the application development stage are expensed as incurred. As the App is constantly updated to the next version once it has reached technological feasibility, the Company separates costs on a reasonable basis between maintenance and upgrades that extend the functionality and useful life of the App. The maintenance costs are expensed as incurred. The Company has concluded that given the rapid changes in technology, the software has a useful life of three years and is amortized on a straight-line basis. Amortization expense related to the App is recorded in cost of product revenue. |
Leases | The Company determines if an arrangement is a lease at inception and if so, determines whether the lease qualifies as an operating or finance lease. Lease balances are included in the balance sheets as right-of-use assets and lease liabilities. The Company does not recognize right-of-use assets and lease liabilities for short-term leases, which have terms of 12 months or less, on its balance sheet. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. When the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at commencement dates in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would expect to pay to borrow over a similar term, and on a collateralized basis, an amount equal to the lease payments in a similar economic environment. The Company’s lease terms may include options to extend or terminate the lease when the Company is reasonably certain that it will exercise such options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Deferred Rent (Prior to adoption of Accounting Standards Codification “(ASC”) 842) Rent expense is recorded on a straight-line basis over the term of the lease, which includes the construction build-out period and lease extension periods, if appropriate. The difference between rent payments and straight-line rent expense is recorded as deferred rent and included in accrued liabilities on the balance sheets. Landlord allowances are amortized on a straight-line basis over the lease term as a reduction to rent expense. |
Deferred Offering Costs | The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded as a reduction of the proceeds received from the equity financing. If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the statements of operations. |
Impairment of Long-Lived Assets | Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or an asset group may not be recoverable. If such triggering event is determined to have occurred, the asset’s or asset group’s carrying value is compared to the future undiscounted cash flows expected to be generated. If the carrying value exceeds the undiscounted cash flows of the asset, then an impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value. There were no impairment indicators and no impairment was recorded for the years ended December 31, 2021, 2020 and 2019. |
Common Stocks Warrants | Common stock warrants are measured at their estimated fair value upon issuance and recorded in additional paid-in capital. Common stock warrants are classified as equity and no subsequent remeasurement is required. |
Redeemable Convertible Preferred Stock Warrants and Redeemable Convertible Preferred Stock | The Company accounts for its redeemable convertible preferred stock warrants as liabilities based upon the characteristics and provisions of each instrument. The redeemable convertible preferred stock warrants classified as liabilities are recorded on the Company’s balance sheets at their fair values on the date of issuance and are revalued on each subsequent balance sheet date, with fair value changes recognized as increases or reductions in the statement of operations. All of the Company’s outstanding redeemable convertible preferred stock warrants were exercised and converted into shares of Series A and Series B redeemable convertible preferred stock prior to the IPO. Redeemable Convertible Preferred Stock |
Revenue Recognition | Product Revenue The Company generates revenue from the sale of its products to government entities, healthcare providers, commercial customers, distributors, and direct-to-consumer (“DTC”) sales. The Company considers purchase orders, which are governed by agreements with customers other than DTC customers, to be a contract with a customer. The contract terms with customers, other than DTC, range in length, from one-time purchases to six-month or twelve-month commitments on a subscription basis where customers purchase a fixed number of products on a monthly basis. DTC sales are conducted via the Company’s website where customers can purchase individual products or subscribe to Cue+ Memberships. The Company considers the DTC customers’ agreement to the terms and conditions at the point of purchase to be a contract with a customer. Cue Readers, Cue Enterprise Dashboards, and Cue Test Kits, composed of Cue Cartridges and Cue Wands, are considered distinct performance obligations. The App is integral to the functionality of the Cue Reader and these two components form a single performance obligation. Revenue allocated to Cue Readers and Cue Test Kits is recognized when control of the promised goods has transferred to customers, generally upon shipment, in an amount that reflects the consideration the Company expects to receive in exchange for those goods. Revenue allocated to Cue Enterprise Dashboards is recognized ratably over the term of the service. The Company’s contracts with its customers do not provide for open return rights. The Company estimates returns of products due to defective or nonconforming Cue Readers and replacement Cue Cartridges and records a provision for estimated expenses related to product warranty at the time products are sold. In addition to the above performance obligations, Cue+ Memberships include service components comprised of virtual care capabilities accessible through the App. The Cue+ Essential membership provides telemedicine (access to chat with board-certified physicians) and the Cue+ Complete membership also includes video proctoring of tests. The transaction price is measured as the amount of consideration the Company expects to receive in exchange for the goods transferred to customers. A contract’s transaction price is allocated to each distinct performance obligation on a relative standalone selling price basis. The Company estimates standalone selling prices for groups of customers with similar circumstances and characteristics. To fulfill its promise to customers for contracts that include telemedicine, the Company maintains relationships with medical service providers, which are professional corporations or other professional entities owned by licensed physicians that engage licensed medical professionals (medical doctors, physician assistants, and nurse practitioners; collectively referred to as “Providers”) to provide telemedicine services. The Company determined that it is an agent in the telemedicine arrangement with its customers because (i) the Providers determine which specific medical services are to be provided during the consultation and (ii) the Providers are primarily responsible for the satisfactory fulfillment and acceptability of the services. As an agent in the telemedicine portion of the contract, the Company recognizes the revenue allocated to the service net of the costs incurred to deliver the service. Revenue from telemedicine services is recognized at a point in time at the inception of the contract with a customer. To fulfill its promise to customers for contracts that include proctoring services, the Company maintains relationships with service providers to provide proctoring services. The Company determined that it a principal in the proctoring arrangement with its customers because (i) the Company determines which services are to be provided to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; and (iii) the Company, at its sole discretion, sets all listed prices charged on its website for products and services. Revenue from proctoring services is recognized over the term of the agreement. The Company recognizes receivables when there is an unconditional right to payment, which represents the amount the Company expects to collect in a transaction and is most often equal to the transaction price in the contract. Payment terms are typically 30 to 45 days. No adjustments to consideration are made for financing as the Company expects, at contract inception, that the period between the transfer of a promised good or service and when the customer pays for that good or service will be one year or less. The Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer. See Note 3, Revenue Recognition , for details regarding disaggregation of product revenue by type of customer for the years ended December 31, 2021, 2020 and 2019. Deferred Revenue In October 2020, the Company received a $184.6 million upfront payment (“U.S. DoD Advance”) from the U.S. DoD to increase production capacity of its Cue COVID-19 Test. The Company concluded that the activities related to increasing production do not represent a performance obligation as those activities do not transfer a product or service to the customer. Instead, the upfront payment is an advanced payment for future goods or services because the agreement with the U.S. government included an option to renew the contract which included a material right to obtain products in a future contract at a specified discount, subject to a price floor, from prices offered to commercial customers with a similar volume of purchases. Deferred revenue is recognized upon satisfaction of performance obligations by reference to the total goods or services expected to be provided to the customer, including an estimate of future performance obligations under expected contract renewals, and the corresponding expected consideration. Grant and Other Revenue Arrangements under which the Company receives grants or contracts to conduct research and development activities constitute non-exchange transactions. Revenue from non-exchange transactions is recognized to the extent of costs incurred in the period, provided that the conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding. Costs are included in research and development expenses. The Company may enter into collaboration agreements with third parties to conduct research and development activities. The Company evaluates its collaboration agreements for proper classification in its statements of operations based on the nature of the underlying activity. When the Company has concluded that it has a customer relationship with one of its collaborators, the Company follows the guidance in ASC Topic 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). See Note 3, Revenue Recognition , for details regarding the Company’s agreements with the Biomedical Advanced Research and Development Authority (“BARDA” and Janssen Pharmaceuticals, Inc. (“Janssen”). Contract Assets and Liabilities Contract assets primarily relate to the Company’s conditional right to consideration for performance obligations satisfied through direct-to-consumer sales but not billed at the reporting date. Contract assets at the beginning of and end of the year ended December 31, 2021, as well as changes in the balance, were not material. Contract liabilities primarily relate to the U.S. DoD Advance and were recorded in current and non-current deferred revenue on the balance sheets. See Note 3, Revenue Recognition , for details regarding the activity related to contract liabilities. Cost of Product Revenue Cost of product revenue includes the cost of materials, direct labor, inclusive of salaries and other related costs, including stock-based compensation, depreciation, and manufacturing overhead costs used in the manufacturing of the Cue Test Kits as well as contract manufacturing costs associated with production of the Cue Readers. Cost of product revenue also includes amortization of intangible assets. Shipping and Handling Costs The Company elected to account for shipping and handling as activities to fulfill the promise the goods and records them as cost of product revenue. |
Sales and Marketing Expense, General and Administrative Expenses | Sales and marketing expense consist primarily of salaries and other related costs, including stock-based compensation, for personnel in sales and marketing, customer support, advertising costs and business development functions. Advertising costs are expensed as incurred. The Company’s general and administrative expenses consists primarily of salaries and other related costs, including stock-based compensation, for personnel in its executive, finance, and administrative functions. General and administrative expense also includes professional fees for legal, patent, accounting, information technology, auditing, tax and consulting services, travel expenses as well as depreciation and facility-related expenses, which include allocated expenses for rent and maintenance of facilities and other operating costs. Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses. |
Research and Development Expenses, Accrued Research and Development Costs | Research and development expenses are expensed as incurred. Research and development expenses are primarily comprised of costs and expenses for salaries and other related costs, including stock-based compensation, associated with research and development personnel, contract services, laboratory supplies, facilities, depreciation, and outside services. Costs associated with the Company’s grant and collaboration agreements as well as costs associated with products produced for research and development purposes are recorded within research and development expenses. Accrued Research and Development Costs The Company records accrued expenses for estimated costs of its research and development activities conducted by third-party service providers, which include clinical trial activities, based on the estimated amount of services or supplies provided but not yet invoiced and include these costs in accrued liabilities in the balance sheets and within research and development expense in the statements of operations. Any payments made in advance of services or supplies provided are recorded as prepaid assets, which are expensed as the services or supplies are received. |
Stock-Based Compensation | The Company estimates the fair value of stock options using the Black-Scholes-Merton (“BSM”) option pricing model on the date of grant. The fair value of equity instruments expected to vest are recognized and amortized on a straight-line basis over the requisite service period of the award, which is generally three The Compensation Committee with oversight from Board of Directors determines the number of shares, the term, the frequency and date, the type, the exercise periods, any performance criteria pursuant to which awards may be granted, and the restrictions and other terms and conditions of each grant in accordance with terms of the plan. The C ompany recognizes forfeitures as incurred. The BSM option pricing model incorporates various estimates, including the fair value of the Company’s common stock, expected volatility, expected term and risk-free interest rates. The weighted-average expected term of options was calculated using the simplified method. This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. In addition, due to the Company’s limited historical data, the estimated volatility incorporates the historical volatility over the expected term of the award of comparable companies whose share prices are publicly available. The risk-free interest rate for periods within the contractual term of the option is based on the U.S. Treasury yield in effect at the time of grant. The dividend yield was zero, as the Company has never declared or paid dividends and has no plans to do so in the foreseeable future. The fair value of restricted stock units (RSUs) is determined based on the fair value of the Company’s common stock at the grant date. The RSUs generally have a vesting term of four years. For RSUs with performance-based vesting conditions, compensation cost is recognized when it is probable that the performance criteria will be achieved. For RSUs with market-based vesting conditions, compensation cost is based on the fair value of the award at grant date and recorded over the requisite service period. Compensation cost is not adjusted if the market condition is not met, as long as the requisite service is provided. The Company estimates the fair value of stock-based payment for awards with market conditions on the date of grant using a Monte Carlo simulation model. |
Income Taxes | The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the bases of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. |
Recently Adopted Accounting Pronouncements | In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. ASU 2018-15 amends the definition of a hosting arrangement and requires a customer in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. The internal-use software guidance states that only qualifying costs incurred during the application development stage can be capitalized. The Company adopted ASU 2018-15 effective January 1, 2021. As of December 31, 2021, $3.4 million of implementation costs for cloud computing arrangements were capitalized, net of accumulated amortization, primarily related to implementation of the Company’s enterprise resource planning system and customer relationship management system, among other software implementations. These costs were recorded in other non-current assets in the balance sheets. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 for public companies and for fiscal years beginning after December 15, 2021 for all other entities and early adoption is permitted. The Company adopted ASU 2019-12 on January 1, 2021 on a prospective basis. The adoption did not have an impact on the Company’s financial statements. New Accounting Pronouncements Not Yet Adopted In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The standard provides guidance for estimating credit losses on certain types of financial instruments, including trade receivables, by introducing an approach based on expected losses. The expected loss approach will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The FASB has issued several |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Product Warranty Liability | The following table provides a reconciliation of the change in estimated warranty liabilities: Amount Balance, December 31, 2020 $ — Provision for warranties 7,744 Settlements (2,879) Balance, December 31, 2021 $ 4,865 |
Fair Value Hierarchy Descriptions | The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. Series A Redeemable Convertible Preferred Stock Warrants 2020 2019 Expected volatility 59.9% 41.8% Expected term (years) 4.92 5.92 Expected dividend yield 0.00% 0.00% Risk-free interest rate 0.41% 1.72% Fair value per share $ 16.83 $ 0.55 Series B Redeemable Convertible Preferred Stock Warrants 2020 2019 Expected volatility 46.2% 37.2% Expected term (years) 7.91 8.91 Expected dividend yield 0.00% 0.00% Risk-free interest rate 0.65% 1.88% Fair value per share $ 16.41 $ 0.68 |
Schedule of Property and Equipment Estimated Useful Lives | The estimated useful lives are as follows: Years Machinery and equipment 3-7 years Furniture and fixtures 7 Computers and software 3-5 years As of December 31, 2021 and 2020, the Company’s property and equipment, net consisted of the following: December 31, 2021 2020 Construction in progress $ 4,082 $ 83,353 Machinery and equipment 195,001 26,972 Leasehold improvements 19,302 2,897 Furniture and fixtures 740 683 Property and equipment 219,125 113,905 Accumulated depreciation and amortization (41,669) (10,222) Total property and equipment, net $ 177,456 $ 103,683 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Disaggregation of product revenue by type of customer for the years ended December 31, 2021, 2020, and 2019 respectively: Year Ended 2021 2020 2019 Public sector entities $ 382,958 $ 8,874 $ — Private sector customers 232,838 6,517 — Total product revenue $ 615,796 $ 15,391 $ — The following table sets forth the Company’s product gross profit and product gross profit margin for the years ended December 31, 2021, 2020, and 2019: Year Ended 2021 2020 2019 Product revenue $ 615,796 $ 15,391 $ — Cost of product revenue 276,542 14,951 — Product gross profit $ 339,254 $ 440 $ — Product gross profit margin 55 % 3 % 0% |
Schedule of Contract Liabilities | The activity related to contract liabilities for the years ended December 31, 2021 and 2020, is as follows: Amount Balance at December 31, 2019 $ 12 U.S. DoD Advance 184,577 Non-refundable customer deposits 803 Recognition of U.S. DoD Advance (2,296) Balance at December 31, 2020 183,096 Recognition of U.S. DoD Advance (89,845) Recognition of non-refundable customer deposits (803) Balance at December 31, 2021 $ 92,448 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of December 31, 2021 and 2020, the Company’s inventories consisted of the following: December 31, 2021 2020 Raw materials $ 34,042 $ 31,029 Work-in-process 10,920 4,957 Finished goods 46,094 1,645 Reserve (2,668) (789) Total inventories $ 88,388 $ 36,842 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses | As of December 31, 2021 and 2020, the Company’s prepaid expenses consisted of the following: December 31, 2021 2020 Prepaid expense $ 30,153 $ 5,152 Prepaid inventory 15,736 8,695 Total prepaid expenses $ 45,889 $ 13,847 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The estimated useful lives are as follows: Years Machinery and equipment 3-7 years Furniture and fixtures 7 Computers and software 3-5 years As of December 31, 2021 and 2020, the Company’s property and equipment, net consisted of the following: December 31, 2021 2020 Construction in progress $ 4,082 $ 83,353 Machinery and equipment 195,001 26,972 Leasehold improvements 19,302 2,897 Furniture and fixtures 740 683 Property and equipment 219,125 113,905 Accumulated depreciation and amortization (41,669) (10,222) Total property and equipment, net $ 177,456 $ 103,683 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | As of December 31, 2021 and 2020, the Company’s intangible assets consisted of the following: December 31, 2021 2020 Capitalized software $ 5,638 $ 914 Accumulated amortization (2,067) (76) Capitalized software, net 3,571 838 In-process software development 4,102 1,200 Total intangible assets $ 7,673 $ 2,038 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for each of the years ending December 31 is as follows: 2022 $ 1,501 2023 1,453 2024 617 Total amortization expense $ 3,571 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities and Weighted-Average Terms and Discount Rates | The right-of-use assets and lease liabilities recognized on the Company’s balance sheets as of December 31, 2021 and 2020 were as follows: December 31, Balance Sheet Location 2021 2020 Assets Right-of-use assets operating leases Operating lease right-of-use assets $ 79,474 $ 8,281 Right-of-use assets finance leases Property and equipment, net 9,821 4,837 Liabilities Operating lease liabilities (current) Operating lease liabilities, current 7,147 797 Finance lease liabilities (current) Finance lease liabilities, current 2,621 1,249 Operating lease liabilities (non-current) Operating lease liabilities, net of current portion 46,464 10,472 Finance lease liabilities (non-current) Finance lease liabilities, net of current portion 3,271 1,857 The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2021 and 2020 was as follows: December 31, 2021 December 31, 2020 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.9 2.3 8.4 2.5 Weighted-average discount rate 5.7% 3.8% 8.7% 6.5% |
Schedule of Lease Cost | The components of lease cost for the years ended December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020 Operating lease cost $ 7,983 $ 1,552 Finance lease cost: Amortization of right-of-use assets 1,854 570 Interest on lease liabilities 218 113 Total lease cost $ 10,055 $ 2,235 The supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 was as follows: Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 20,867 $ 1,287 Operating cash flows from finance leases $ 218 $ 113 Financing cash flows from finance leases $ 2,124 $ 1,922 |
Schedule of Operating Lease Liability Maturity | As of December 31, 2021, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2022 $ 7,147 $ 2,789 2023 7,384 2,408 2024 7,243 919 2025 7,424 — 2026 7,697 — Thereafter 31,897 — Total lease payments 68,792 6,116 Less: Imputed interest (15,181) (224) Total $ 53,611 $ 5,892 |
Schedule of Finance Lease Liability Maturity | As of December 31, 2021, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2022 $ 7,147 $ 2,789 2023 7,384 2,408 2024 7,243 919 2025 7,424 — 2026 7,697 — Thereafter 31,897 — Total lease payments 68,792 6,116 Less: Imputed interest (15,181) (224) Total $ 53,611 $ 5,892 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis within the fair value hierarchy: December 31, 2020 Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total Redeemable convertible preferred stock warrant liabilities $ — $ — $ 1,331 $ 1,331 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a rollforward of the fair value of the Company’s Convertible Notes and redeemable convertible preferred stock warrant liabilities measured on a recurring basis and classified within Level 3 fair value hierarchy: Redeemable Convertible Preferred Stock Warrants Convertible Notes Balance, December 31, 2018 $ 46 $ — Remeasurement (4) — Balance, December 31, 2019 42 — Remeasurement 1,289 — Balance, December 31, 2020 1,331 — Issuance — 235,480 Remeasurement (53) 59,560 Accrued interest — 2,752 Exercise of redeemable convertible preferred stock warrants (1,278) — Conversion into common stock — (297,792) Balance, December 31, 2021 $ — $ — |
Estimated Fair Value of Redeemable Convertible Preferred Stock Warrants was Determined Using BSM Option Pricing Model | The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. Series A Redeemable Convertible Preferred Stock Warrants 2020 2019 Expected volatility 59.9% 41.8% Expected term (years) 4.92 5.92 Expected dividend yield 0.00% 0.00% Risk-free interest rate 0.41% 1.72% Fair value per share $ 16.83 $ 0.55 Series B Redeemable Convertible Preferred Stock Warrants 2020 2019 Expected volatility 46.2% 37.2% Expected term (years) 7.91 8.91 Expected dividend yield 0.00% 0.00% Risk-free interest rate 0.65% 1.88% Fair value per share $ 16.41 $ 0.68 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense Related to Awards Issued | Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the years ended December 31, 2021, 2020, and 2019 was as follows: Year Ended 2021 2020 2019 Cost of revenues $ 1,979 $ — $ — Sales and marketing 2,634 1 — Research and development 6,889 98 45 General and administrative 31,477 3,064 291 Total stock-based compensation expense $ 42,979 $ 3,163 $ 336 |
Schedule of Stock Option Activity and Related Information | A summary of stock option activity and related information for the year ended December 31, 2021 was as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding at January 1, 2021 8,344,752 $ 0.61 6.4 Granted 2,965,821 15.61 Exercised (1,713,054) 0.31 Forfeited (367,317) 10.58 Expired (67,042) 0.36 Outstanding at December 31, 2021 9,163,160 $ 5.13 6.9 Exercisable at December 31, 2021 6,241,942 $ 2.01 6.0 Vested and expected to vest at December 31, 2021 9,163,160 $ 5.13 6.9 A summary of the Company’s option activity related to common stock through restricted stock purchase agreements in exchange for Nonrecourse Notes during 2021 was as follows: Number of Shares Outstanding, December 31, 2020 9,872,293 Forgiveness of promissory notes on vested shares of common stock (9,872,293) Outstanding, December 31, 2021 — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The estimated fair value of each stock option award granted to employees was determined on the date of grant using the BSM option pricing model with the following assumptions for stock option grants for years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Expected volatility 40.9% 39.6% 28.4% Expected term (years) 7.71 7.04 6.08 Expected dividend yield 0.0% 0.0% 0.0% Risk-free interest rate 0.8% 0.4% 1.8% Grant date fair value $ 6.93 $ 0.57 $ 0.15 The fair value of the market-based performance-vesting RSU awards is based on a Monte-Carlo simulation with the following assumptions. For the year ended December 31, 2021 Expected dividend yield (1) 0.00 % Risk-free interest rate (2) 1.27 % Expected volatility (3) 65.00 % Cost of equity (3) 0.15 (1) Dividend yield is based on no dividend payout being expected on common units over the term to expiration of the performance-vesting RSUs (2) The risk-free interest rate for the periods within the contractual term of the market-based performance-vesting RSUs is based on the US Treasury yield curve in effect at the time of the grant. (3) The expected volatility and cost of equity are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | Total RSU activity for the year ended December 31, 2021 is as follows: Underlying Shares Weighted-average Grant Date Fair Value Aggregate Fair Value Outstanding, January 1, 2021 — $ — $ — Granted 11,584,681 14.65 169,716 Vested (193,933) 15.65 (3,036) Forfeited (126,513) 16.00 (2,024) Outstanding, December 31, 2021 11,264,235 $ 14.62 $ 164,656 Market-based performance-vesting RSU activity for the year ended December 31, 2021 is as follows: Underlying Shares Weighted-average Grant Date Fair Value Aggregate Fair Value Outstanding, January 1, 2021 — $ — $ — Granted 3,335,300 12.82 $ 42,759 Vested — — $ — Forfeited — — $ — Outstanding, December 31, 2021 3,335,300 $ 12.82 $ 42,759 Operations-based performance-vesting RSU activity for the year ended December 31, 2021 are as follows: Underlying Shares Weighted-average Grant Date Fair Value Aggregate Fair Value Outstanding, January 1, 2021 — $ — $ — Granted 1,597,272 16.00 25,556 Vested — — — Forfeited — — — Outstanding, December 31, 2021 1,597,272 $ 16.00 $ 25,556 |
Schedule of Nonvested Share Activity | The following table summarizes the activity of the unvested common stock issued pursuant to an early exercise of stock options during the year ended December 31, 2021: Number of Shares Unvested at December 31, 2020 316,666 Vested (316,666) Unvested at December 31, 2021 — |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income (Loss) Per Share, Basic and Diluted | The following table reconciles net income and the weighted-average shares used in computing basic and diluted earnings per share: Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ 86,418 $ (47,352) $ (20,606) Less: Income allocated to participating securities 53,310 — — Net income (loss) attributable to common stockholders – basic 33,108 (47,352) (20,606) Plus: Income allocated to non-participating securities 2,285 — — Net income (loss) attributable to common stockholders - diluted $ 35,393 $ (47,352) $ (20,606) Denominator: Basic weighted-average common shares outstanding 52,815,449 16,315,730 15,760,246 Dilutive potential common stock issuable: Common stock warrants 81,517 — — Preferred stock warrants 37,074 — — Stock options 6,631,061 — — Restricted stock units 70,283 — — Diluted weighted-average shares outstanding 59,635,384 16,315,730 15,760,246 Net income (loss) attributable to common stockholders per share Basic $ 0.63 $ (2.90) $ (1.31) Diluted $ 0.59 $ (2.90) $ (1.31) |
Schedule of Antidilutive Securities Excluded from Computation of Net Income (Loss) Per Share | Outstanding anti-dilutive securities not included in the diluted net income (loss) per share attributable to common stockholders calculations were as follows (in common stock equivalent shares): Year Ended December 31, 2021 2020 2019 Redeemable convertible preferred stock — 83,526,065 54,527,458 Stock options 2,724,654 8,344,752 8,244,751 Early exercised stock options — 316,666 — Restricted stock units 5,624,195 — — Performance restricted stock units 4,932,572 — — Common stock subject to restricted stock purchase agreements — 9,872,293 2,924,130 Common stock warrants — 75,744 75,744 Redeemable convertible preferred stock warrants — 79,882 79,882 Total 13,281,421 102,215,402 65,851,965 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Components of income tax expense were as follows: Year Ended December 31, 2021 2020 2019 Current: U.S. federal $ 9,483 $ — $ — State 19,808 — — Deferred: U.S. federal 3,468 — — State — — — Total income tax expense $ 32,759 $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the provision for income taxes differs from the U.S. federal statutory rate as follows: 2021 2020 2019 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 13.3 % 7.6 % 7.0 % Permanent differences (0.4) % (1.3) % (0.9) % Change in valuation allowance (18.6) % (30.8) % (30.9) % Tax credits (0.9) % 3.3 % 4.8 % Non-deductible convertible note adjustments 11.0 % — % — % Sec. 162(m) limitation 2.2 % — % — % Uncertain tax position reserves 1.2 % (0.7) % (1.0) % Stock-based compensation (1.2) % 0.9 % — % Other (0.1) % — % — % Income tax expense 27.5 % — % — % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred income taxes were as follows: 2021 2020 Deferred tax assets: Net operating losses $ 6,180 $ 29,217 Research and development credits 942 3,791 Operating lease liability 14,484 3,234 Share-based compensation 4,801 350 Accruals and reserves 5,740 3,189 Deferred revenue 24,976 — State taxes 2,769 — Gross deferred tax assets 59,892 39,781 Deferred tax liabilities: Operating right-of-use asset 21,471 2,376 Depreciation and amortization 28,207 3,511 Gross deferred tax liabilities 49,678 5,887 Gross deferred tax assets/(liabilities) 10,214 33,894 Valuation allowance (13,682) (33,894) Net deferred tax asset/(liabilities) $ (3,468) $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | 2021 2020 2019 Balance at January 1 $ 1,045 $ 705 $ 489 Decreases related to prior year tax positions, net 1,360 — — Increases related to current year tax positions 1,000 340 216 Balance at December 31 $ 3,405 $ 1,045 $ 705 |
BUSINESS AND BASIS OF ACCOUNT_2
BUSINESS AND BASIS OF ACCOUNTING (Details) $ / shares in Units, $ in Thousands | Sep. 28, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Class of Stock [Line Items] | ||||
Proceeds from issuance of common stock at public offering | $ | $ 230,000 | $ 0 | $ 0 | |
Number of operating segments | segment | 1 | |||
Cue COVID-19 Test | Product Concentration Risk | Revenue Benchmark | ||||
Class of Stock [Line Items] | ||||
Concentration risk, percentage | 100.00% | |||
Redeemable Convertible Preferred Stock Converted into Common Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of redeemable convertible preferred stock (in shares) | shares | 83,605,947 | |||
Convertible Debt | ||||
Class of Stock [Line Items] | ||||
Debt instrument, face amount | $ | $ 235,500 | |||
Accrued interest | $ | $ 2,800 | |||
Debt instrument, convertible, number of equity instruments (in shares) | shares | 18,611,914 | |||
IPO | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 14,375,000 | |||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 16 | |||
Proceeds from issuance of common stock at public offering | $ | $ 206,000 | |||
Over-Allotment Option | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 1,875,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Restricted cash | $ 13.8 | $ 0.8 | $ 7.7 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 0.3 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Concentration of Credit Risk and Other Risk and Uncertainties (Details) - supplier | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Number of suppliers for certain components | 2 | |
Customer One | Revenue Benchmark | Customer Concentration Risk | Product | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 62.00% | 58.00% |
Customer One | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 60.00% | 31.00% |
Customer Two | Revenue Benchmark | Customer Concentration Risk | Product | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 25.00% | 22.00% |
Customer Two | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 29.00% | |
Customer Three | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 20.00% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Product Warranty Reserve (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Standard product warranty, term | 12 months | ||
Standard Product Warranty Accrual | $ 4,865,000 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Product Warranty Reserve Rollforward (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Balance, December 31, 2020 | $ 0 |
Provision for warranties | 7,744,000 |
Settlements | (2,879,000) |
Balance, December 31, 2021 | $ 4,865,000 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Computers and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Computers and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Property and Equipment Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 12 Months Ended | ||
May 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Net loss | $ (86,418) | $ 47,352 | $ 20,606 | |
Increase in earnings per share, basic (in dollars per share) | $ 0.20 | |||
Increase in earnings per share, diluted (in dollars per share) | $ 0.20 | |||
Property And Equipment, Estimated Useful Lives | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 3,200 | |||
Net loss | $ 3,200 | |||
Laboratory Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 7 years | 5 years | ||
Manufacturing Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 7 years | 3 years |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Software | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 3 years |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Deferred Offering Costs (Details) | Dec. 31, 2020USD ($) |
Accounting Policies [Abstract] | |
Deferred offering costs | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Impairment, long-lived asset | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Redeemable Convertible Preferred Stock (Details) | Sep. 28, 2021shares |
Redeemable Convertible Preferred Stock Converted into Common Stock | |
Debt Instrument [Line Items] | |
Conversion of redeemable convertible preferred stock (in shares) | 83,605,947 |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Oct. 31, 2020 | |
United States Department of Defense | Product | Cue COVID-19 Test | ||
Disaggregation of Revenue [Line Items] | ||
Advance for scaling | $ 184.6 | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Contract term | 6 months | |
Typical payment term | 30 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Contract term | 12 months | |
Typical payment term | 45 days |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Expected dividend yield | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
SUMMARY OF SIGNIFICANT ACCOU_17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Accounting Policies [Abstract] | |||
Right-of-use assets operating leases | $ 79,474 | $ 8,281 | $ 8,400 |
Operating lease liability | 53,611 | $ 8,400 | |
Implementation cost, capitalized, accumulated amortization | $ 3,400 |
REVENUE - Product Revenue By Cu
REVENUE - Product Revenue By Customer Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 618,107 | $ 22,953 | $ 6,626 |
Product | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 615,796 | 15,391 | 0 |
Product | Public sector entities | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 382,958 | 8,874 | 0 |
Product | Private sector customers | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 232,838 | $ 6,517 | $ 0 |
REVENUE - Product Revenue Gross
REVENUE - Product Revenue Gross Profit and Gross Profit Margin (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Product revenue | $ 618,107 | $ 22,953 | $ 6,626 |
Product | |||
Disaggregation of Revenue [Line Items] | |||
Product revenue | 615,796 | 15,391 | 0 |
Cost of product revenue | 276,542 | 14,951 | 0 |
Product gross profit | $ 339,254 | $ 440 | $ 0 |
Product gross profit margin | 55.00% | 3.00% | 0.00% |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) $ in Thousands, cartridge in Millions | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021USD ($) | Oct. 31, 2020USD ($) | May 31, 2020USD ($) | Mar. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 31, 2021cartridge | |
Disaggregation of Revenue [Line Items] | ||||||||||
Deferred revenue | $ 92,448 | $ 92,448 | $ 183,096 | $ 12 | ||||||
Deferred revenue, current | 82,165 | 82,165 | 115,747 | |||||||
Net contract assets | 1,100 | 1,100 | 0 | |||||||
Revenue | 618,107 | 22,953 | 6,626 | |||||||
United States Department of Defense | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Deferred revenue | 92,400 | 92,400 | 182,300 | |||||||
Deferred revenue, current | 82,200 | 82,200 | ||||||||
Product | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Number of cartridge manufactured per day | cartridge | 0.1 | |||||||||
Demonstration period of cartridge manufacture ability | 7 days | |||||||||
Revenue | 615,796 | 15,391 | 0 | |||||||
Grant And Other Revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | 2,311 | 7,562 | 6,626 | |||||||
Grant And Other Revenue | Biomedical Advanced Research And Development Authority (BARDA) | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | $ 2,200 | $ 7,600 | $ 6,300 | |||||||
United States Department of Defense | Product | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Maximum percentage limit to purchase in quarterly production | 45.00% | |||||||||
United States Department of Defense | Product | Cue COVID-19 Test | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Agreement value | $ 480,900 | |||||||||
Advance for scaling | 184,600 | |||||||||
Agreement value for sale of product | $ 296,300 | |||||||||
Biomedical Advanced Research And Development Authority (BARDA) | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Agreement value | $ 21,800 | $ 14,000 | ||||||||
Option exercised additional contract value | $ 13,700 | |||||||||
Increase in agreement value | $ 800 | |||||||||
Janssen Pharmaceuticals, Inc. | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Agreement value | $ 600 |
REVENUE - Contract Liability Ac
REVENUE - Contract Liability Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract With Customer, Liability Rollforward [Roll Forward] | ||
Balance at December 31, 2020 | $ 183,096 | $ 12 |
Balance at December 31, 2021 | 92,448 | 183,096 |
United States Department of Defense | ||
Contract With Customer, Liability Rollforward [Roll Forward] | ||
Balance at December 31, 2020 | 182,300 | |
U.S. DoD Advance | 184,577 | |
Recognition of U.S. DoD Advance and non-refundable customer deposits | (89,845) | (2,296) |
Balance at December 31, 2021 | 92,400 | 182,300 |
Non Refundable Customer Deposits | ||
Contract With Customer, Liability Rollforward [Roll Forward] | ||
Non-refundable customer deposits | $ 803 | |
Recognition of U.S. DoD Advance and non-refundable customer deposits | $ (803) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 34,042 | $ 31,029 |
Work-in-process | 10,920 | 4,957 |
Finished goods | 46,094 | 1,645 |
Reserve | (2,668) | (789) |
Total inventories | $ 88,388 | $ 36,842 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expense | $ 30,153 | $ 5,152 |
Prepaid inventory | 15,736 | 8,695 |
Total prepaid expenses | $ 45,889 | $ 13,847 |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use asset, gross | $ 219,125 | $ 113,905 |
Accumulated depreciation and amortization | (41,669) | (10,222) |
Property and equipment and finance lease right-of-use asset, net | 177,456 | 103,683 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use asset, gross | 4,082 | 83,353 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use asset, gross | 195,001 | 26,972 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use asset, gross | 19,302 | 2,897 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use asset, gross | $ 740 | $ 683 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 30,500 | $ 6,200 | $ 3,700 |
Carrying value of finance leases | $ 9,821 | $ 4,837 |
INTANGIBLE ASSETS - Finite-Live
INTANGIBLE ASSETS - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Capitalized software | $ 5,638 | $ 914 |
Accumulated amortization | (2,067) | (76) |
Capitalized software, net | 3,571 | 838 |
Total intangible assets | 7,673 | 2,038 |
In-process software development | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 4,102 | $ 1,200 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 2 | $ 0.1 | $ 0 |
INTANGIBLE ASSETS - Estimated A
INTANGIBLE ASSETS - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 7,673 | $ 2,038 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 1,501 | |
2023 | 1,453 | |
2024 | 617 | |
Total intangible assets | $ 3,571 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 7 Months Ended | 12 Months Ended | |||
Oct. 31, 2020USD ($)ft² | Jun. 30, 2020USD ($)ft² | Dec. 31, 2021USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Jan. 01, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Right-of-use assets operating leases | $ 79,474 | $ 8,281 | $ 8,400 | |||
Operating lease liability | $ 53,611 | $ 8,400 | ||||
Rent expense | $ 900 | |||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Finance lease, remaining lease term | 1 year | |||||
Operating lease, remaining lease term | 7 years | |||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Finance lease, remaining lease term | 3 years | |||||
Operating lease, remaining lease term | 9 years | |||||
San Diego, California | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of building (in sqft) | ft² | 64 | |||||
Term of contract | 10 years | |||||
Payment for improvements | $ 12,500 | |||||
Right-of-use assets operating leases | 32,400 | |||||
Operating lease liability | $ 19,900 | |||||
Vista, California | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of building (in sqft) | ft² | 197 | |||||
Term of contract | 5 years | |||||
Payment for improvements | $ 3,500 | |||||
Right-of-use assets operating leases | 20,500 | |||||
Operating lease liability | $ 17,100 | |||||
Renewal term | 5 years | |||||
San Diego, California and Vista, California | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Cash payments for construction of landlord-owned assets | $ 17,000 |
LEASES - Right of Use Assets an
LEASES - Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Leases [Abstract] | |||
Right-of-use assets operating leases | $ 79,474 | $ 8,281 | $ 8,400 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net | |
Right-of-use assets finance leases | $ 9,821 | $ 4,837 | |
Operating lease liabilities (current) | 7,147 | 797 | |
Finance lease liabilities (current) | 2,621 | 1,249 | |
Operating lease liabilities (non-current) | 46,464 | 10,472 | |
Finance lease liabilities (non-current) | $ 3,271 | $ 1,857 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 7,983 | $ 1,552 | |
Finance lease cost: | |||
Amortization of right-of-use assets | 1,854 | 570 | |
Interest on lease liabilities | 218 | 113 | $ 107 |
Total lease cost | $ 10,055 | $ 2,235 |
LEASES - Operating and Finance
LEASES - Operating and Finance Lease Liability Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2020 |
Operating Leases | ||
2022 | $ 7,147 | |
2023 | 7,384 | |
2024 | 7,243 | |
2025 | 7,424 | |
2026 | 7,697 | |
Thereafter | 31,897 | |
Total lease payments | 68,792 | |
Less: Imputed interest | (15,181) | |
Total | 53,611 | $ 8,400 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2022 | 2,789 | |
2023 | 2,408 | |
2024 | 919 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total lease payments | 6,116 | |
Less: Imputed interest | (224) | |
Total | $ 5,892 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 20,867 | $ 1,287 |
Operating cash flows from finance leases | 218 | 113 |
Financing cash flows from finance leases | $ 2,124 | $ 1,922 |
LEASES - Weighted-Average Remai
LEASES - Weighted-Average Remaining Lease term and Discount Rate Information (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Weighted-average remaining lease term (in years) | ||
Operating Leases | 8 years 10 months 24 days | 8 years 4 months 24 days |
Finance Leases | 2 years 3 months 18 days | 2 years 6 months |
Weighted-average discount rate | ||
Operating Leases | 5.70% | 8.70% |
Finance Leases | 3.80% | 6.50% |
DEBT (Details)
DEBT (Details) - USD ($) | Sep. 28, 2021 | Jun. 30, 2021 | May 31, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 01, 2022 | Jul. 31, 2021 | Feb. 05, 2021 |
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 1,998,000 | $ 610,000 | $ 0 | |||||||
Conversion of convertible notes | $ 297,800,000 | 297,792,000 | $ 0 | $ 0 | ||||||
IPO | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Sale of stock, price per share (in dollars per share) | $ 16 | |||||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 235,500,000 | |||||||||
Accrued interest | $ 2,800,000 | |||||||||
Debt instrument, convertible, number of equity instruments (in shares) | 18,611,914 | |||||||||
May 2021 Convertible Notes | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 235,500,000 | $ 235,500,000 | ||||||||
Debt issuance costs, gross | $ 6,000,000 | |||||||||
Debt instrument, interest rate, stated percentage | 3.00% | |||||||||
Debt instrument, initial interest rate period | 12 months | |||||||||
Fair value adjustment loss on debt | 59,600,000 | |||||||||
Accrued interest | $ 2,800,000 | |||||||||
Debt instrument, convertible, number of equity instruments (in shares) | 18,611,914 | |||||||||
Debt instrument, convertible, conversion discount period one | 20.00% | 20.00% | ||||||||
Long-term debt | 0 | |||||||||
May 2021 Convertible Notes | Convertible Debt | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate, stated percentage | 9.00% | |||||||||
Revolving Credit Facility | Revolving Credit Agreement | East West Bank | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | 130,000,000 | $ 12,000,000 | $ 130,000,000 | |||||||
Repayments of lines of credit | $ 63,200,000 | |||||||||
Debt extinguishment, fee | $ 1,300,000 | |||||||||
Write off of deferred debt issuance cost | 700,000 | |||||||||
Loss on extinguishment of debt | 2,000,000 | |||||||||
Revolving Credit Facility | Revolving Credit Agreement | Comerica Bank | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000 | |||||||||
Revolving Credit Facility | 2015 Credit Agreement | Comerica Bank | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Extinguishment of debt, amount | $ 5,400,000 | |||||||||
Letter of Credit | Revolving Credit Agreement | East West Bank | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) | Sep. 28, 2021 | Jun. 30, 2020 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Aug. 31, 2021 |
Class of Stock [Line Items] | ||||||||
Common stock and preferred stock, shares authorized (in shares) | 550,000,000 | |||||||
Common stock, shares authorized (in shares) | 500,000,000 | 129,030,355 | 500,000,000 | |||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 0 | 50,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||
Conversion of convertible securities, discount percentage | 10.00% | |||||||
Loss on extinguishment of debt | $ 1,998,000 | $ 610,000 | $ 0 | |||||
Shares issued upon conversion (in shares) | 83,605,947 | |||||||
Redeemable convertible preferred stock | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants outstanding (in shares) | 0 | |||||||
Series C Redeemable Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Gross proceeds through issuance | $ 105,600,000 | |||||||
Issuance of Series C-1 preferred stock (in shares) | 27,308,227 | |||||||
Conversion of redeemable convertible preferred stock (in shares) | 28,998,607 | (1,690,380) | ||||||
Loss on extinguishment of debt | $ 600,000 | |||||||
Series C-1 Redeemable Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of Series C-1 preferred stock (in shares) | 27,308,227 | |||||||
Temporary equity, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Shares issued, price per share (in dollars per share) | 3.6619 | |||||||
Series C-2 Redeemable Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary equity, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Conversion of redeemable convertible preferred stock (in shares) | 1,690,380 | |||||||
Conversion of redeemable convertible preferred shares issued, price per share (in dollars per share) | $ 3.2957 | |||||||
Redeemable convertible preferred stock warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants outstanding (in shares) | 84,118 | |||||||
Common Stock Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants outstanding (in shares) | 75,744 | |||||||
Exercise price of warrant (in dollars per share) | $ 0.40 | |||||||
Convertible Debt | ||||||||
Class of Stock [Line Items] | ||||||||
Maximum purchase agreement | $ 235,500,000 | |||||||
Debt instrument, convertible, number of equity instruments (in shares) | 18,611,914 | |||||||
Convertible Note Purchase Agreement | Convertible Debt | ||||||||
Class of Stock [Line Items] | ||||||||
Debt instrument, convertible, number of equity instruments (in shares) | 18,611,914 | |||||||
Convertible Note Purchase Agreement | Convertible Debt | Redeemable convertible preferred stock | ||||||||
Class of Stock [Line Items] | ||||||||
Maximum purchase agreement | $ 12,000,000 | |||||||
Debt instrument, interest rate, stated percentage | 3.00% | |||||||
Proceeds received | $ 5,600,000 | |||||||
Convertible financial transactions | $ 30,000,000 | |||||||
Convertible Note Purchase Agreement | Convertible Debt | Redeemable convertible preferred stock | Conversion at 10% Discount | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible notes, discount percentage | 10.00% | |||||||
Convertible notes, discount period | 30 days | |||||||
Convertible Note Purchase Agreement | Convertible Debt | Redeemable convertible preferred stock | Conversion at 15% Discount | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible notes, discount percentage | 15.00% | |||||||
Convertible notes, discount period | 45 days |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value of Financial Instruments, Recurring Basis (Details) - Redeemable convertible preferred stock warrants - Fair Value, Recurring - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants not settleable in cash, fair value disclosure | $ 0 | $ 1,331,000 |
Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants not settleable in cash, fair value disclosure | 0 | |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants not settleable in cash, fair value disclosure | 0 | |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants not settleable in cash, fair value disclosure | $ 1,331,000 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | Sep. 28, 2021 | May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
IPO | ||||
Debt Instrument [Line Items] | ||||
Sale of stock, price per share (in dollars per share) | $ 16 | |||
Redeemable convertible preferred stock | ||||
Debt Instrument [Line Items] | ||||
Warrants outstanding (in shares) | 0 | |||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 235,500,000 | |||
Accrued interest | $ 2,800,000 | |||
Debt instrument, convertible, number of equity instruments (in shares) | 18,611,914 | |||
May 2021 Convertible Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 235,500,000 | $ 235,500,000 | ||
Debt instrument, convertible, conversion discount period one | 20.00% | 20.00% | ||
Debt instrument, covenant, minimum IPO value threshold | $ 50,000,000 | |||
Debt instrument, convertible, conversion discount period two | 25.00% | |||
Accrued interest | $ 2,800,000 | |||
Debt instrument, convertible, number of equity instruments (in shares) | 18,611,914 | |||
Fair value adjustment loss on debt | $ 59,600,000 | |||
Fair Value, Recurring | Redeemable convertible preferred stock warrants | ||||
Debt Instrument [Line Items] | ||||
Warrants not settleable in cash, fair value disclosure | $ 0 | $ 1,331,000 |
FAIR VALUE MEASUREMENTS - Fai_2
FAIR VALUE MEASUREMENTS - Fair Value Rollforward , Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Notes | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance, December 31, 2020 | $ 0 | $ 0 | $ 0 |
Issuance | 235,480 | ||
Remeasurement | 59,560 | 0 | 0 |
Accrued interest | 2,752 | ||
Exercise of redeemable convertible preferred stock warrants | 0 | ||
Conversion into common stock | (297,792) | ||
Balance, December 31, 2021 | 0 | 0 | 0 |
Redeemable convertible preferred stock warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance, December 31, 2020 | 1,331 | 42 | 46 |
Issuance | 0 | ||
Remeasurement | (53) | 1,289 | (4) |
Accrued interest | 0 | ||
Exercise of redeemable convertible preferred stock warrants | (1,278) | ||
Conversion into common stock | 0 | ||
Balance, December 31, 2021 | $ 0 | $ 1,331 | $ 42 |
FAIR VALUE MEASUREMENTS - Measu
FAIR VALUE MEASUREMENTS - Measurement Inputs and Valuation Techniques (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Series A Redeemable Convertible Preferred Stock Warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0.599 | 0.418 |
Series A Redeemable Convertible Preferred Stock Warrants | Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 4.92 | 5.92 |
Series A Redeemable Convertible Preferred Stock Warrants | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0 | 0 |
Series A Redeemable Convertible Preferred Stock Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0.0041 | 0.0172 |
Series A Redeemable Convertible Preferred Stock Warrants | Fair value per share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 16.83 | 0.55 |
Series B Redeemable Convertible Preferred Stock Warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0.462 | 0.372 |
Series B Redeemable Convertible Preferred Stock Warrants | Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 7.91 | 8.91 |
Series B Redeemable Convertible Preferred Stock Warrants | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0 | 0 |
Series B Redeemable Convertible Preferred Stock Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0.0065 | 0.0188 |
Series B Redeemable Convertible Preferred Stock Warrants | Fair value per share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 16.41 | 0.68 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Granted (in shares) | 2,965,821 | ||||
Plan modification, incremental cost | $ 12.9 | ||||
Chief Executive Officer | 2018 Promissory Notes | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forgiveness of promissory note | $ 8.3 | ||||
Stock issued during period, new issues (in shares) | 7,359,572 | ||||
Chief Executive Officer | 2020 Promissory Notes | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forgiveness of promissory note | $ 8.3 | ||||
Stock issued during period, new issues (in shares) | 7,359,572 | ||||
Chief Product Officer | 2020 Promissory Notes | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forgiveness of promissory note | $ 3.5 | ||||
Stock issued during period, new issues (in shares) | 2,457,721 | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate intrinsic value of exercisable options | 72.4 | $ 96 | $ 0.8 | ||
Total intrinsic value of options outstanding | 81.9 | $ 129.5 | $ 0.9 | ||
Unamortized share-based compensation cost related to unvested stock option awards | $ 14.6 | ||||
Expected period for recognition | 2 years 9 months 21 days | ||||
Stock options | 2021 Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Annual percentage increase in shares available | 5.00% | ||||
Number of shares available for grant (in shares) | 56,695,085 | ||||
Employee Stock | 2021 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 2,834,754 | ||||
Annual percentage increase in shares available | 1.00% | ||||
Annual increase, number of shares (in shares) | 8,504,263 | ||||
Percentage of fair market for ESPP common stock purchases | 85.00% | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Issued (in shares) | 11,584,681 | ||||
Vested (in shares) | 193,933 | ||||
Restricted stock units | Certain Executives | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issued (in shares) | 1,177,043 | ||||
Restricted stock units | 2021 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issued (in shares) | 10,535,637 | ||||
Vested (in shares) | 5,603,065 | ||||
Time-vesting Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percent representing time based RSUs | 25.00% | ||||
Operations-Based Performance-Vesting RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issued (in shares) | 1,597,272 | 1,597,272 | |||
Vested (in shares) | 0 | ||||
Granted (in shares) | 128,000 | ||||
Unrecognized compensation cost | $ 146 | ||||
Market-Based Performance-Vesting RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Issued (in shares) | 3,335,300 | 3,335,300 | |||
Vested (in shares) | 0 | ||||
Discount for lack of marketability | 14.00% | ||||
Restricted Stock | Restricted Stock Purchase Agreements | Chief Executive Officer and Chief Product Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares subject to agreement (in shares) | 0 | 9,872,293 | |||
Share-based Payment Arrangement | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation cost capitalized in inventory | $ 2 | $ 0 | |||
Additional stock-based compensation expense | $ 1.2 | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Minimum | Stock options | 2021 Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 14,173,771 | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Maximum | Stock options | 2021 Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 22,399,691 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-Based Compensation (Details) - Share-based Payment Arrangement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 42,979 | $ 3,163 | $ 336 |
Cost of revenues | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 1,979 | 0 | 0 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 2,634 | 1 | 0 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 6,889 | 98 | 45 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 31,477 | $ 3,064 | $ 291 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Company's Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options | ||
Outstanding at beginning of period (in shares) | 8,344,752 | |
Granted (in shares) | 2,965,821 | |
Exercised (in shares) | (1,713,054) | |
Forfeited (in shares) | (367,317) | |
Expired (in shares) | (67,042) | |
Outstanding at end of period (in shares) | 9,163,160 | 8,344,752 |
Weighted Average Exercise Price | ||
Outstanding at end of period (in dollars per share) | $ 5.13 | $ 0.61 |
Granted (in dollars per share) | 15.61 | |
Exercised (in dollars per share) | 0.31 | |
Forfeited (in dollars per share) | 10.58 | |
Expired (in dollars per share) | 0.36 | |
Outstanding at beginning of period (in dollars per share) | $ 0.61 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options, exercisable (in shares) | 6,241,942 | |
Options, vested and expected to vest (in shares) | 9,163,160 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 2.01 | |
Weighted average exercise price, vested and expected to vest (in dollars per share) | $ 5.13 | |
Weighted average remaining contractual term (years), outstanding | 6 years 10 months 24 days | 6 years 4 months 24 days |
Weighted average remaining contractual term (years), exercisable | 6 years | |
Weighted average remaining contractual term (years), vested and expected to vest | 6 years 10 months 24 days |
STOCK-BASED COMPENSATION - Valu
STOCK-BASED COMPENSATION - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Assumptions | |||
Expected dividend yield | 0.00% | ||
Stock options | |||
Fair Value Assumptions | |||
Expected volatility | 40.90% | 39.60% | 28.40% |
Expected term (years) | 7 years 8 months 15 days | 7 years 14 days | 6 years 29 days |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.80% | 0.40% | 1.80% |
Grant date fair value (in dollars per share) | $ 6.93 | $ 0.57 | $ 0.15 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of RSU and Performance-Vesting RSUs Activity (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2021 | |
Restricted stock units | ||
Underlying Shares | ||
Outstanding, beginning balance (in shares) | 0 | |
Granted (in shares) | 11,584,681 | |
Vested (in shares) | (193,933) | |
Forfeited (in shares) | (126,513) | |
Outstanding, ending balance (in shares) | 11,264,235 | |
Weighted-average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 14.65 | |
Vested (in dollars per share) | 15.65 | |
Forfeited (in dollars per share) | 16 | |
Outstanding, ending balance (in dollars per share) | $ 14.62 | |
Aggregate Fair Value | ||
Aggregate fair value, beginning balance | $ 0 | |
Granted | 169,716,000 | |
Vested | (3,036,000) | |
Forfeited | (2,024,000) | |
Aggregate fair value, ending balance | $ 164,656,000 | |
Market-Based Performance-Vesting RSUs | ||
Underlying Shares | ||
Outstanding, beginning balance (in shares) | 0 | |
Granted (in shares) | 3,335,300 | 3,335,300 |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Outstanding, ending balance (in shares) | 3,335,300 | |
Weighted-average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 12.82 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Outstanding, ending balance (in dollars per share) | $ 12.82 | |
Aggregate Fair Value | ||
Aggregate fair value, beginning balance | $ 0 | |
Granted | 42,759,000 | |
Vested | 0 | |
Forfeited | 0 | |
Aggregate fair value, ending balance | $ 42,759,000 | |
Operations-Based Performance-Vesting RSUs | ||
Underlying Shares | ||
Outstanding, beginning balance (in shares) | 0 | |
Granted (in shares) | 1,597,272 | 1,597,272 |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Outstanding, ending balance (in shares) | 1,597,272 | |
Weighted-average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 16 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Outstanding, ending balance (in dollars per share) | $ 16 | |
Aggregate Fair Value | ||
Aggregate fair value, beginning balance | $ 0 | |
Granted | 25,556 | |
Vested | 0 | |
Forfeited | 0 | |
Aggregate fair value, ending balance | $ 25,556 |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-Average Assumptions (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Market-Based Performance-Vesting RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Risk-free interest rate | 1.27% |
Expected volatility | 65.00% |
Cost of equity | 15.00% |
STOCK-BASED COMPENSATION - Comp
STOCK-BASED COMPENSATION - Company’s Option Activity Related to Common Stock Through Restricted Stock Purchase Agreements (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Options | |
Outstanding at beginning of period (in shares) | 8,344,752 |
Outstanding at end of period (in shares) | 9,163,160 |
Restricted Stock | Nonrecourse Notes | 2020 Restricted Stock Purchase Agreements | |
Options | |
Outstanding at beginning of period (in shares) | 9,872,293 |
Forgiveness of Nonrecourse Notes on vested shares of common stock (in shares) | (9,872,293) |
Outstanding at end of period (in shares) | 0 |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of Early Exercise of Stock Options (Details) - Share-Based Payment Arrangement, Option, Early Exercised | 12 Months Ended |
Dec. 31, 2021shares | |
Number of Shares | |
Unvested, beginning balance (in shares) | 316,666 |
Vested (in shares) | (316,666) |
Unvested, ending balance (in shares) | 0 |
INCOME (LOSS) PER SHARE - Sched
INCOME (LOSS) PER SHARE - Schedule of Net Income (Loss) Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income (loss) | $ 86,418 | $ (47,352) | $ (20,606) |
Less: Income allocated to participating securities | 53,310 | 0 | 0 |
Net income (loss) attributable to common stockholders – basic | 33,108 | (47,352) | (20,606) |
Plus: Income allocated to non-participating securities | 2,285 | 0 | 0 |
Net income (loss) attributable to common stockholders - diluted | $ 35,393 | $ (47,352) | $ (20,606) |
Denominator: | |||
Basic weighted-average common shares outstanding (in shares) | 52,815,449 | 16,315,730 | 15,760,246 |
Dilutive potential common stock issuable: | |||
Diluted weighted-average shares outstanding (in shares) | 59,635,384 | 16,315,730 | 15,760,246 |
Net income (loss) attributable to common stockholders per share | |||
Basic (in dollars per share) | $ 0.63 | $ (2.90) | $ (1.31) |
Diluted (in dollars per share) | $ 0.59 | $ (2.90) | $ (1.31) |
Common Stock | |||
Dilutive potential common stock issuable: | |||
Stock warrants (in shares) | 81,517 | 0 | 0 |
Preferred Stock | |||
Dilutive potential common stock issuable: | |||
Stock warrants (in shares) | 37,074 | 0 | 0 |
Stock options | |||
Dilutive potential common stock issuable: | |||
Stock options (in shares) | 6,631,061 | 0 | 0 |
Restricted stock units | |||
Dilutive potential common stock issuable: | |||
Stock options (in shares) | 70,283 | 0 | 0 |
INCOME (LOSS) PER SHARE - Sch_2
INCOME (LOSS) PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Income (Loss) Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 13,281,421 | 102,215,402 | 65,851,965 |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 83,526,065 | 54,527,458 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,724,654 | 8,344,752 | 8,244,751 |
Early exercised stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 316,666 | 0 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,624,195 | 0 | 0 |
Performance restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,932,572 | 0 | 0 |
Common stock subject to restricted stock purchase agreements | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 9,872,293 | 2,924,130 |
Common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 75,744 | 75,744 |
Redeemable convertible preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 79,882 | 79,882 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | |||||
Income tax expense | 27.50% | 0.00% | 0.00% | ||
Valuation allowance increase (decrease) | $ (20,200) | $ 14,600 | |||
Federal income tax benefit | 22,200 | ||||
Tax credit carryforwards, research | 942 | 3,791 | |||
Tax credit carryforwards | 1,200 | ||||
Unrecognized tax benefits | 3,405 | $ 1,045 | $ 705 | $ 489 | |
Unrecognized tax benefits that would impact effective tax rate | 3,200 | ||||
Tax credit carryforward, annual amount | $ 4,000 | ||||
U.S. State | |||||
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance increase (decrease) | 2,000 | ||||
Operating loss carryforwards | 60,600 | ||||
Operating loss carryforwards, subject to expiration | 60,600 | ||||
Operating loss carryforwards, subjected to limitation related to utilization | 29,800 | ||||
Domestic Tax Authority | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating loss carryforwards | 9,700 | ||||
Operating loss carryforwards, subject to expiration | 5,600 | ||||
Operating loss carryforwards, not subject to expiration | 4,100 | ||||
Tax credit carryforwards, research | $ 1,200 | ||||
California Competes Tax Credit | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward | $ 20,000 | ||||
Tax credit carryforward term | 5 years |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
U.S. federal | $ 9,483 | $ 0 | $ 0 |
State | 19,808 | 0 | 0 |
Deferred: | |||
U.S. federal | 3,468 | 0 | 0 |
State | 0 | 0 | 0 |
Income tax expense | $ 32,759 | $ 0 | $ 0 |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory tax rate | 21.00% | 21.00% | 21.00% |
State and local income taxes, net of federal tax benefit | 13.30% | 7.60% | 7.00% |
Permanent differences | (0.40%) | (1.30%) | (0.90%) |
Change in valuation allowance | (18.60%) | (30.80%) | (30.90%) |
Tax credits | (0.90%) | 3.30% | 4.80% |
Non-deductible convertible note adjustments | 11.00% | 0.00% | 0.00% |
Sec. 162(m) limitation | 2.20% | 0.00% | 0.00% |
Uncertain tax position reserves | 1.20% | (0.70%) | (1.00%) |
Stock-based compensation | (1.20%) | 0.90% | 0.00% |
Other | (0.10%) | 0.00% | 0.00% |
Income tax expense | 27.50% | 0.00% | 0.00% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 6,180 | $ 29,217 |
Research and development credits | 942 | 3,791 |
Operating lease liability | 14,484 | 3,234 |
Share-based compensation | 4,801 | 350 |
Accruals and reserves | 5,740 | 3,189 |
Deferred revenue | 24,976 | 0 |
State taxes | 2,769 | 0 |
Gross deferred tax assets | 59,892 | 39,781 |
Deferred tax liabilities: | ||
Operating right-of-use asset | 21,471 | 2,376 |
Depreciation and amortization | 28,207 | 3,511 |
Gross deferred tax liabilities | 49,678 | 5,887 |
Gross deferred tax assets/(liabilities) | 10,214 | 33,894 |
Valuation allowance | (13,682) | (33,894) |
Net deferred tax asset/(liabilities) | $ (3,468) | $ 0 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at January 1 | $ 1,045 | $ 705 | $ 489 |
Decreases related to prior year tax positions, net | 1,360 | 0 | 0 |
Increases related to current year tax positions | 1,000 | 340 | 216 |
Balance at December 31 | $ 3,405 | $ 1,045 | $ 705 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | |||||
Mar. 31, 2021USD ($)installment | Dec. 31, 2021USD ($)letter_of_credit | Nov. 30, 2021USD ($) | Jul. 31, 2021USD ($) | Feb. 05, 2021USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||||||
Number of LOC's in effect | letter_of_credit | 1 | |||||
Restricted cash | $ 13,800,000 | $ 800,000 | $ 7,700,000 | |||
Consulting Services Litigation Case | ||||||
Debt Instrument [Line Items] | ||||||
Amount awarded to other party | $ 9,000,000 | |||||
Number of payment installments | installment | 4 | |||||
Installment payments period | 18 months | |||||
Loss contingency accrual | 4,500,000 | |||||
Revolving Credit Facility | Revolving Credit Agreement | East West Bank | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 130,000,000 | $ 12,000,000 | $ 130,000,000 | |||
Line of credit facility increase | $ 500,000 | |||||
Revolving Credit Facility | Revolving Credit Agreement | Comerica Bank | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 500,000 | |||||
Revolving Credit Facility | Revolving Credit Agreement, Remaining Letters Of Credit | East West Bank | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 6,000,000 |