Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 08, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 334 | ||
Entity Common Stock, Shares Outstanding | 151,393,522 | ||
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 | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | San Diego, California |
Auditor Firm ID | 243 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 241,530 | $ 409,873 |
Restricted cash | 800 | 13,837 |
Accounts receivable, net | 18,751 | 104,589 |
Inventories, current | 82,210 | 88,388 |
Prepaid expenses | 15,728 | 45,889 |
Other current assets | 12,134 | 7,446 |
Total current assets | 371,153 | 670,022 |
Non-current inventories | 25,436 | 0 |
Property and equipment, net | 189,275 | 177,456 |
Right-of-use assets operating leases | 85,321 | 79,474 |
Intangible assets, net | 16,867 | 7,673 |
Other non-current assets | 6,528 | 5,435 |
Total assets | 694,580 | 940,060 |
Current liabilities: | ||
Accounts payable | 7,150 | 37,208 |
Accrued liabilities and other current liabilities | 52,378 | 29,498 |
Income taxes payable | 0 | 8,297 |
Deferred revenue, current | 1,566 | 82,165 |
Operating lease liabilities, current | 7,739 | 7,147 |
Finance lease liabilities, current | 2,362 | 2,621 |
Total current liabilities | 71,195 | 166,936 |
Deferred revenue, net of current portion | 0 | 10,283 |
Operating leases liabilities, net of current portion | 44,045 | 46,464 |
Finance lease liabilities, net of current portion | 849 | 3,271 |
Other non-current liabilities | 1,997 | 6,356 |
Total liabilities | 118,086 | 233,310 |
Commitments and contingencies | ||
Stockholders’ Equity (Deficit) | ||
Common stock, $0.00001 par value; 500,000,000 and 500,000,000 shares authorized, 150,406,014 and 146,402,991 issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 1 | 1 |
Additional paid-in-capital | 794,567 | 730,767 |
Accumulated deficit | (218,074) | (24,018) |
Total stockholders’ equity (deficit) | 576,494 | 706,750 |
Total liabilities and stockholders’ equity (deficit) | $ 694,580 | $ 940,060 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 150,406,014 | 146,402,991 |
Common stock, shares outstanding (in shares) | 150,406,014 | 146,402,991 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | |||
Revenue | $ 483,476 | $ 618,107 | $ 22,953 |
Operating costs and expenses: | |||
Sales and marketing | 88,580 | 28,729 | 714 |
Research and development | 171,452 | 42,829 | 28,478 |
General and administrative | 97,103 | 79,788 | 23,936 |
Restructuring expense | 2,020 | 0 | 0 |
Total operating costs and expenses | 689,128 | 427,888 | 68,079 |
(Loss) income from operations | (205,652) | 190,219 | (45,126) |
Interest expense | (645) | (9,809) | (374) |
Change in fair value of redeemable convertible preferred stock warrants | 0 | 53 | (1,289) |
Change in fair value of convertible notes | 0 | (59,560) | 0 |
Loss on extinguishment of debt | 0 | (1,998) | (610) |
Other income, net | 2,493 | 272 | 47 |
Net (loss) income before income taxes | (203,804) | 119,177 | (47,352) |
Income tax (benefit) expense | (9,748) | 32,759 | 0 |
Net (loss) income | $ (194,056) | $ 86,418 | $ (47,352) |
Net income (loss) per share attributable to common stockholders – basic (in dollars per share) | $ (1.31) | $ 0.63 | $ (2.90) |
Weighted-average number of shares used in computation of net income (loss) per share attributable to common stockholders – basic (in shares) | 148,024,749 | 52,815,449 | 16,315,730 |
Net income (loss) per share attributable to common stockholders – diluted (in dollars per share) | $ (1.31) | $ 0.59 | $ (2.90) |
Weighted-average number of shares used in computation of net income (loss) per share attributable to common stockholders – diluted (in shares) | 148,024,749 | 59,635,384 | 16,315,730 |
Product revenue | |||
Revenue | |||
Revenue | $ 474,166 | $ 615,796 | $ 15,391 |
Operating costs and expenses: | |||
Cost of product revenue | 329,973 | 276,542 | 14,951 |
Grant and other revenue | |||
Revenue | |||
Revenue | $ 9,310 | $ 2,311 | $ 7,562 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED 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, 2019 | 8,350,743 | 46,176,715 | 0 | ||||
Beginning balance at Dec. 31, 2019 | $ 7,519 | $ 66,186 | $ 0 | ||||
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 | $ 7,519 | $ 66,186 | $ 102,618 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 18,704,118 | ||||||
Beginning balance at Dec. 31, 2019 | $ (58,139) | $ 0 | $ 4,945 | $ (63,084) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of common stock options, including ESPP activity (in shares) | 1,918,499 | 1,918,499 | |||||
Exercise of common stock options, including ESPP activity | $ 669 | 669 | |||||
Vesting of early exercised stock options | 259 | 259 | |||||
Issuance of common stock upon vesting of restricted stock units (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 | ||||
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, including ESPP activity (in shares) | 1,713,054 | 1,713,054 | |||||
Exercise of common stock options, including ESPP activity | $ 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 issuance of shares from restricted stock units (in shares) | (304,755) | ||||||
Tax withholding on exercise of stock options and issuance of shares from restricted stock units | (4,586) | (4,586) | |||||
Common stock issued to outgoing directors (in shares) | 128,000 | ||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 193,933 | ||||||
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 | 146,402,991 | |||||
Ending balance at Dec. 31, 2021 | $ 706,750 | $ 1 | 730,767 | (24,018) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of common stock options, including ESPP activity (in shares) | 1,751,321 | 1,898,784 | |||||
Exercise of common stock options, including ESPP activity | $ 3,880 | 3,880 | |||||
Tax withholding on exercise of stock options and issuance of shares from restricted stock units (in shares) | (1,224,818) | ||||||
Tax withholding on exercise of stock options and issuance of shares from restricted stock units | (6,862) | (6,862) | |||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 3,329,057 | ||||||
Stock-based compensation | 64,291 | 64,291 | |||||
Other | 2,491 | 2,491 | |||||
Net income (loss) | $ (194,056) | (194,056) | |||||
Ending balance (in shares) at Dec. 31, 2022 | 150,406,014 | 150,406,014 | |||||
Ending balance at Dec. 31, 2022 | $ 576,494 | $ 1 | $ 794,567 | $ (218,074) |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Payments of stock issuance costs | $ 24 | |
Exercise of common stock options, including ESPP activity (in shares) | 147,463,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net income (loss) | $ (194,056) | $ 86,418 | $ (47,352) |
Adjustments to reconcile net income (loss) to net cash, cash equivalents and restricted cash (used in) provided by operations | |||
Depreciation and amortization | 44,942 | 32,509 | 6,282 |
Allowance for doubtful accounts provision | (2,019) | (318) | 0 |
Change in fair value of redeemable convertible preferred stock warrant liabilities | 0 | (53) | 1,289 |
Change in fair value of convertible notes | 0 | 59,560 | 0 |
Stock-based compensation expense | 64,291 | 42,979 | 3,163 |
Loss on extinguishment of debt | 0 | 1,998 | 610 |
Non-cash lease expense | 8,480 | 5,318 | 568 |
Convertible notes issuance costs | 0 | 6,000 | 0 |
Deferred income taxes | (3,468) | 3,468 | 0 |
Interest on finance leases | 168 | 218 | 113 |
Stock-based compensation expense from issuance of fully vested warrant to vendor | 0 | 1,239 | 0 |
Non-cash interest expense | 440 | 2,883 | 16 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 87,857 | (100,104) | (3,968) |
Inventory | (19,258) | (51,546) | (36,842) |
Prepaid expenses and other current assets | 20,280 | (38,987) | (30,978) |
Other non-current assets | (984) | (3,688) | (130) |
Accounts payable, accrued liabilities and other current liabilities | (1,387) | 44,823 | 12,637 |
Income taxes payable | (10,218) | 11,185 | 0 |
Deferred revenue | (90,882) | (90,648) | 183,084 |
Operating lease liabilities | (16,105) | (18,203) | (337) |
Other non-current liabilities | 0 | (4,500) | 4,500 |
Net cash, cash equivalents and restricted cash (used in) provided by operating activities | (111,919) | (9,449) | 92,655 |
Cash flows from investing activities | |||
Purchases of property and equipment | (50,181) | (108,848) | (76,034) |
Expenditures for software development | (12,850) | (6,869) | (2,114) |
Net cash, cash equivalents and restricted cash used in investing activities | (63,031) | (115,717) | (78,148) |
Cash flows from financing activities | |||
Proceeds from issuance of Series C-1 redeemable convertible preferred stock | 0 | 0 | 100,000 |
Proceeds from convertible notes | 0 | 235,480 | 5,563 |
Payments for issuance costs of Series C-1 redeemable convertible preferred stock | 0 | 0 | (3,564) |
Proceeds from exercise of redeemable convertible preferred stock warrant | 0 | 89 | 0 |
Payments of issuance costs of convertible notes | 0 | (6,000) | 0 |
Proceeds from exercise of common stock options | 2,646 | 432 | 1,079 |
Proceeds from exercise of common stock warrant | 0 | 77 | 0 |
Proceeds from issuance of common stock at public offering | 0 | 230,000 | 0 |
Payments of issuance costs of public offering | 0 | (24,044) | 0 |
Proceeds from debt | 0 | 82,250 | 1,658 |
Tax withholding on exercise of stock options and restricted stock units | (6,862) | (4,586) | 0 |
Proceeds from employee stock purchase plan activity | 1,234 | 0 | 0 |
Debt issuance and prepayment costs | (599) | (2,128) | 0 |
Repayment of debt | 0 | (87,684) | (2,571) |
Payments for finance leases | (2,849) | (4,265) | (1,922) |
Net cash, cash equivalents and restricted cash (used in) provided by financing activities | (6,430) | 419,621 | 100,243 |
Net change in cash, cash equivalents and restricted cash | (181,380) | 294,455 | 114,750 |
Cash, cash equivalents and restricted cash, beginning balance | 423,710 | 129,255 | 14,505 |
Cash, cash equivalents and restricted cash, ending balance | 242,330 | 423,710 | 129,255 |
Reconciliation of cash, cash equivalents, and restricted cash | |||
Cash and cash equivalents | 241,530 | 409,873 | 121,578 |
Restricted cash, current | 800 | 13,837 | 6,000 |
Restricted cash, non-current | 0 | 0 | 1,677 |
Total cash, cash equivalents and restricted cash | 242,330 | 423,710 | 129,255 |
Supplemental disclosure for cash flow information | |||
Cash paid for taxes | 3,789 | 18,106 | 0 |
Cash paid for interest | 0 | 767 | 340 |
Supplemental disclosure for non-cash investing and financing matters | |||
Early exercised stock options liability | 0 | 152 | 152 |
Conversion of convertible notes to Series C-2 redeemable convertible preferred stock | 0 | 0 | 6,182 |
Right-of-use assets obtained in exchange for lease obligations | 2,611 | 48,211 | 11,269 |
Prepaid rent reclassified to right-of-use assets | 50 | 15,966 | 0 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 974 | 6,765 | 18,156 |
Software development costs included in accounts payable | 0 | 758 | 0 |
Conversion of redeemable convertible preferred stock into common stock | 0 | 177,691 | 0 |
Exercise of redeemable convertible preferred stock warrant | 0 | 1,278 | 0 |
Conversion of convertible notes | $ 0 | $ 297,792 | $ 0 |
BUSINESS AND BASIS OF ACCOUNTIN
BUSINESS AND BASIS OF ACCOUNTING | 12 Months Ended |
Dec. 31, 2022 | |
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 consolidated 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. Basis of Consolidation The consolidated financial statements include the accounts of the parent company and subsidiary, after elimination of intercompany transactions. Use of Estimates The preparation of the accompanying consolidated 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 inventories and 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. The majority of revenue to date is from customers located in the United States and the majority of long-lived assets are located in the United States. Revenues to customers located outside of the United States was $10.6 million, $1.0 million and $0, for the years ended December 31, 2022, 2021 and 2020, respectively. Long-lived assets, which consist of property and equipment, located outside of the United States were $4.7 million and $0 as of December 31, 2022 and 2021, respectively. 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 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
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. As of December 31, 2022, and 2021, we had $90.0 million and $0, respectively, of treasury securities that are classified within cash and 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 consolidated balance sheets. As of December 31, 2022 and 2021, the Company had $0.8 million and $13.8 million of 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, 2022 and 2021, the Company’s allowance for doubtful accounts was $2.3 million and $0.3 million, respectively. The allowance for doubtful accounts consists of the following activity: Year Ended December 31, 2022 2021 2020 Allowance for doubtful accounts, beginning balance $ 318 $ — $ — Provision for doubtful accounts, net of recoveries 2,019 318 — Write-offs (26) — — Allowance for doubtful accounts, ending balance $ 2,311 $ 318 $ — 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, 2022, at 54% and 20%. For the year ended December 31, 2021, the Company had two customers that represented more than 10% of product revenue 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. As of December 31, 2022, accounts receivable from one customer with balances due in excess of 10% of total accounts receivable was 54%. As of December 31, 2021, accounts receivable from one customer with balances due in excess of 10% of total accounts receivable was 60%. The Company purchases certain components for its products from two specific 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 Inventories are 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. Unabsorbed manufacturing costs are treated as expense in the period incurred. 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. Provisions are recorded against inventories on hand and for prepayments of excess inventories. Accrued losses are recorded for purchase commitments, measured in the same way as are inventory losses. If actual conditions are less favorable than those we have projected, we may need to increase our reserves for excess and obsolete inventories. Any increases in our reserves will adversely impact our results of operations. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in the inventory. Such reserves are not reduced until the product is sold. If we are able to sell such inventory any related reserves would be reversed in the period of sale. The value of the inventories that are not expected to be sold within one year of the current reporting period is classified as non-current inventories on the accompanying consolidated balance sheets. Non-current inventories consist of completed Cue Readers and Cue Reader component parts. This inventory is not subject to expiration and is expected to be utilized with future Cue Test Kits. 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. Subject to certain limitations, the Company currently provides some customers with the right to receive a replacement Cue Cartridge for tests that do not produce a valid result, for a period of up to ninety days from the date the test is performed. All warranties are classified as current liabilities within the accrued liabilities and other current liabilities on the consolidated 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: December 31, 2022 2021 Balance at beginning of year $ 4,865 $ — Provision for warranties (including changes in estimates) 18,141 7,744 Settlements (16,346) (2,879) Balance at end of year $ 6,660 $ 4,865 During the year ended December 31, 2022, the Company recorded a charge of $9.5 million related to identification of certain products which are not expected to perform in line with the Company’s quality standards. 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 12, 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 years Computers and software 3-5 years 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 internal-use software. The Company determined that costs incurred during the application development stage that are directly related to the actual development of the software 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 and 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. 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 consolidated 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 consolidated 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. Cloud Computing Arrangements As of December 31, 2022 and 2021, the Company’s capitalized implementation costs for cloud computing arrangements, net consisted of the following: Year Ended December 31, 2022 2021 Capitalized implementation costs $ 10,265 $ 3,773 Accumulated amortization expense (4,348) (317) Cloud computing arrangement, net $ 5,917 $ 3,456 These cloud computing arrangements were 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 consolidated balance sheets. Amortization expense related to cloud computing arrangements was $4.0 million, $0.3 million , and $0 for the years ended December 31, 2022, 2021 and 2020, respectively. 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 consolidated 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 consolidated balance sheets as of December 31, 2022. 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 charge is measured as the excess of the asset’s carrying value over its fair value. There were no impairment charges recorded for the years ended December 31, 2022, 2021 and 2020. 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 consolidated 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 consolidated 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 consolidated 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 a customer, to be a contract with a customer. The contract terms with customers, 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 and subscribe to a Cue+ Membership. 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 Cue Health 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 also has performance obligations which include service components comprised of virtual care capabilities accessible through the App. Cue Care provides telemedicine (access to chat with board-certified physicians) and the Company also generates revenue from 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. 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, 2022, 2021 and 2020. 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 custome r, including an estimate of future performance obligations under expected contract renewals, and the corresponding expected consideration or when it is determined tha t the likelihood of exercise of any material right associated with deferred revenue becomes remote. 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 consolidated 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”). 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, 2022, 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 consolidated 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 inventory reserve provisions and external-use software development costs. 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. For the years ended December 31, 2022 and 2021, advertising costs were $42.3 million and $15.4 million, respectively. Advertising costs were not material during the year ended December 31, 2020. 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 consolidated balance sheets and within research and development expense in the consolidated 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. There were no options granted during the year ended December 31, 2022. 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. Liquidity The Company’s operations have been primarily financed through a combination of our IPO proceeds, other financing activities, and product sales. Prior to August 2020, we had never generated any revenue from the commercial sale of products, and we had devoted substantially all of our resources to the research and development of our Cue Health Monitoring System. We only first started realizing revenue from commercial product sales in August 2020 following receipt of our first EUA from the U.S. Food and Drug Administration, or FDA, in June 2020 for our COVID-19 test. Our COVID-19 test includes a Cue Reader and a Cue COVID-19 Test Kit comprised of a Cue COVID-19 Cartridge and a Cue Wand. Since receiving ou |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Product Revenue Disaggregation of product revenue by type of customer for the years ended December 31, 2022, 2021, and 2020 respectively: Year Ended 2022 2021 2020 Public sector entities $ 99,699 $ 382,958 $ 8,874 Private sector customers 374,467 232,838 6,517 Total product revenue $ 474,166 $ 615,796 $ 15,391 The majority of product revenue for the years ended December 31, 2022, 2021 and 2020 is related to the sales of our Cue COVID-19 Test and Cue Reader with an immaterial portion related to the sale of component parts, telehealth, proctoring and other services. 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, 2022, 2021, and 2020: Year Ended 2022 2021 2020 Product revenue $ 474,166 $ 615,796 $ 15,391 Cost of product revenue 329,973 276,542 14,951 Product gross profit $ 144,193 $ 339,254 $ 440 Product gross profit margin 30 % 55 % 3 % During the year ended December 31, 2022, the Company recorded inventory charges of $92.8 million, primarily related to excess and obsolescent inventory that is reflected within the cost of product revenue line item of the consolidated statements of operations. These inventory charges are primarily related to an overbuild and over purchase of inventory and, in addition, identification of certain products which are not expected to perform in line with the Company’s quality standards. Of the $92.8 million inventory charge, $49.3 million was recorded to inventory reserve, $26.0 million was related to prepayments of inventories, $9.5 million was recorded to product warranty reserve and $8.0 million was recorded to accrued purchase loss as it relates to purchase obligations for inventory expected to be reserved. 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. During the fourth quarter of 2022, the Company has recognized $92.4 million of deferred revenue related to our agreement with the U.S. DoD. We assessed several external factors such as the price floor included in a potential follow-on contract, the political climate in the U.S. government, the severity of the COVID-19 pandemic/flu season, passage of time with no follow-on contract and others and concluded the likelihood of the U.S. DoD to exercise their option, the identified material right, to be remote. There is no deferred revenue related to the U.S. DoD Advance as of December 31, 2022, the balance as of December 31, 2021 was $92.4 million. Contract Assets and Liabilities Net contracts assets were $0.3 million and $1.1 million as of December 31, 2022 and 2021, respectively, and were recorded in other current assets in the consolidated balance sheets. Contract liabilities are recorded when cash is received prior to recording revenue. The activity related to contract liabilities for the years ended December 31, 2022 and 2021, is as follows: Amount Balance at December 31, 2020 $ 183,096 Revenue recognized related to contract liability balance at the beginning of the period (90,648) Balance at December 31, 2021 92,448 Unearned revenue from cash received during the period, excluding amounts recognized as revenue during the period 1,566 Revenue recognized related to contract liability balance at the beginning of the period (92,448) Balance at December 31, 2022 $ 1,566 The contract liability as of December 31, 2022 represents unearned revenue from cash received during the period, net of amounts recognized as revenue during the period, unrelated to the U.S. DoD. Grant and Other Revenue Grant and other revenue primarily relates to a cost reimbursement agreement with the BARDA. 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. In December 2022, the contract was amended to extend the period of performance to June 2023. 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 $9.1 million, $2.2 million and $7.6 million of revenue related to the agreement with BARDA during the years ended December 31, 2022, 2021 and 2020, respectively. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES As of December 31, 2022 and 2021, the Company’s inventories consisted of the following: December 31, 2022 2021 Raw materials $ 80,968 $ 46,273 Work-in-process 14,305 10,920 Finished goods 37,867 33,863 Reserve (25,494) (2,668) Total inventories 107,646 88,388 Non-current inventories (25,436) — Total inventories, current $ 82,210 $ 88,388 As of December 31, 2022, 2021, and 2020, the inventories reserve consists of the following activity: December 31, 2022 2021 2020 Balance at beginning of year $ 2,668 $ 789 $ — Provision for inventory reserve 56,242 2,519 789 Write-offs (33,416) (640) — Balance at end of year $ 25,494 $ 2,668 $ 789 |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | PREPAID EXPENSES As of December 31, 2022 and 2021, the Company’s prepaid expenses consisted of the following: December 31, 2022 2021 Prepaid expense $ 11,523 $ 21,510 Prepaid inventory 4,205 24,379 Total prepaid expenses $ 15,728 $ 45,889 The Company has revised the above information as of December 31, 2021 to correct an immaterial misclassification by increasing prepaid inventory by $8.6 million and decreasing prepaid expense by the same amount. This revision only impacted the classification within prepaid expenses. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET As of December 31, 2022 and 2021, the Company’s property and equipment, net consisted of the following: December 31, 2022 2021 Construction in progress $ 32,412 $ 4,082 Machinery and equipment 214,702 195,001 Leasehold improvements 23,233 19,302 Furniture and fixtures 1,883 740 Property and equipment 272,230 219,125 Accumulated depreciation and amortization (82,955) (41,669) Total property and equipment, net $ 189,275 $ 177,456 Depreciation and amortization expense related to property and equipment was $38.7 million , $30.5 million and $6.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. The carrying value of assets under finance leases within property and equipment as of December 31, 2022 and 2021 was $7.3 million a |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS As of December 31, 2022 and 2021, the Company’s intangible assets consisted of the following: December 31, 2022 2021 Capitalized software $ 19,052 $ 5,638 Accumulated amortization (5,724) (2,067) Capitalized software, net 13,328 3,571 In-process software development 3,539 4,102 Total intangible assets $ 16,867 $ 7,673 Amortization expense related to intangible assets placed in service was $3.7 million, $2.0 million, and $0.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. Estimated amortization expense for each of the years ending December 31 is as follows: 2023 $ 5,648 2024 4,828 2025 2,852 Total amortization expense $ 13,328 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
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 2 years. The Company’s operating leases relate to the Company’s manufacturing facilities and office space and have remaining terms from 1 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 a 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 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 consolidated balance sheets as of December 31, 2022 and 2021 were as follows: December 31, Balance Sheet Location 2022 2021 Assets Right-of-use assets operating leases Operating lease right-of-use assets $ 85,321 $ 79,474 Right-of-use assets finance leases Property and equipment, net 7,264 9,821 Liabilities Operating lease liabilities (current) Operating lease liabilities, current 7,739 7,147 Finance lease liabilities (current) Finance lease liabilities, current 2,362 2,621 Operating lease liabilities (non-current) Operating lease liabilities, net of current portion 44,045 46,464 Finance lease liabilities (non-current) Finance lease liabilities, net of current portion 849 3,271 The components of lease cost for the years ended December 31, 2022, 2021, and 2020 were as follows: Year Ended December 31, 2022 2021 2020 Operating lease cost $ 11,474 $ 7,983 $ 1,552 Finance lease cost: Amortization of right-of-use assets 2,557 1,854 570 Interest on lease liabilities 168 218 113 Total lease cost $ 14,199 $ 10,055 $ 2,235 As of December 31, 2022, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2023 $ 7,739 $ 2,362 2024 7,591 912 2025 7,783 — 2026 8,066 — 2027 8,153 — Thereafter 25,057 — Total lease payments 64,389 3,274 Less: Imputed interest (12,605) (63) Total $ 51,784 $ 3,211 The supplemental cash flow information related to leases for the years ended December 31, 2022, 2021, and 2020 was as follows: Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,105 $ 20,867 $ 1,287 Operating cash flows from finance leases $ 168 $ 218 $ 113 Financing cash flows from finance leases $ 2,849 $ 2,124 $ 1,922 The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2022 and 2021 was as follows: December 31, 2022 December 31, 2021 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.0 1.3 8.9 2.3 Weighted-average discount rate 5.7% 3.4% 5.7% 3.8% |
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 2 years. The Company’s operating leases relate to the Company’s manufacturing facilities and office space and have remaining terms from 1 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 a 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 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 consolidated balance sheets as of December 31, 2022 and 2021 were as follows: December 31, Balance Sheet Location 2022 2021 Assets Right-of-use assets operating leases Operating lease right-of-use assets $ 85,321 $ 79,474 Right-of-use assets finance leases Property and equipment, net 7,264 9,821 Liabilities Operating lease liabilities (current) Operating lease liabilities, current 7,739 7,147 Finance lease liabilities (current) Finance lease liabilities, current 2,362 2,621 Operating lease liabilities (non-current) Operating lease liabilities, net of current portion 44,045 46,464 Finance lease liabilities (non-current) Finance lease liabilities, net of current portion 849 3,271 The components of lease cost for the years ended December 31, 2022, 2021, and 2020 were as follows: Year Ended December 31, 2022 2021 2020 Operating lease cost $ 11,474 $ 7,983 $ 1,552 Finance lease cost: Amortization of right-of-use assets 2,557 1,854 570 Interest on lease liabilities 168 218 113 Total lease cost $ 14,199 $ 10,055 $ 2,235 As of December 31, 2022, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2023 $ 7,739 $ 2,362 2024 7,591 912 2025 7,783 — 2026 8,066 — 2027 8,153 — Thereafter 25,057 — Total lease payments 64,389 3,274 Less: Imputed interest (12,605) (63) Total $ 51,784 $ 3,211 The supplemental cash flow information related to leases for the years ended December 31, 2022, 2021, and 2020 was as follows: Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,105 $ 20,867 $ 1,287 Operating cash flows from finance leases $ 168 $ 218 $ 113 Financing cash flows from finance leases $ 2,849 $ 2,124 $ 1,922 The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2022 and 2021 was as follows: December 31, 2022 December 31, 2021 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.0 1.3 8.9 2.3 Weighted-average discount rate 5.7% 3.4% 5.7% 3.8% |
ACCRUED LIABILITIES AND OTHER C
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES | ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES Accrued liabilities and other current liabilities consisted of the following: December 31, December 31, Accrued purchases (1) $ 4,488 $ 285 Accrued payroll and benefits 26,350 13,693 Accrued expenses 5,553 6,371 Accrued sales tax 1,361 4,284 Product warranty reserve 6,660 4,865 Accrued purchase commitment loss (2) 7,966 — Total accrued liabilities and other current liabilities $ 52,378 $ 29,498 (1) Accrued purchases primarily reflects receipts of goods and services for which we had not yet been invoiced. As we are invoiced for these goods and services, this balance will reduce and accounts payable will increase. (2) Accrued purchases commitment loss reflects accrued loss on purchase obligations for inventory expected to be reserved. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
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 consolidated 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 consolidated 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 12, Fair Value Measurements , pursuant to the fair value option and record the change in estimated fair value in the consolidated 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 consolidated 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. Secured Revolving Facility Agreement On June 30, 2022, the Company entered into a loan and security agreement (the “2022 Revolving Facility Agreement”) among the Company, the lenders from time to time party thereto and East West Bank, as collateral agent and administrative agent (“Agent”). The 2022 Revolving Facility Agreement provides for a $100.0 million secured revolving credit facility, with a $20.0 million letter of credit subfacility. As of December 31, 2022, there were no revolving loans outstanding and $13.0 million aggregate face amount of letters of credit outstanding under the 2022 Revolving Facility Agreement, which reduces the availability to borrow under the revolving credit facility to $87.0 million. The Company recorded $0.6 million in deferred financings costs in connection with the 2022 Revolving Facility Agreement. This balance will be amortized over two years and is classified in other non-current assets since no funds were drawn on the 2022 Revolving Facility Agreement. The revolving loans are available subject to the Company maintaining an asset coverage ratio of not less than 1.20 to 1.00, measured as (x) the sum of specified cash and cash equivalents subject to liens in favor of Agent plus 80% of eligible accounts receivable less the amount of the Company’s outstanding sales tax liability to (y) the principal amount of the outstanding obligations under the 2022 Revolving Facility Agreement. The revolving commitments terminate and the principal amount of outstanding revolving loans, together with accrued and unpaid interest, is due and payable on June 30, 2024. The revolving loans accrue interest at the greater of the prime rate and 3.50%. Interest on the revolving loans is payable monthly in arrears. The Company may borrow, prepay and reborrow revolving loans, without premium or penalty. The Company is required to pay a prepayment fee of 1.0% if the revolving commitments are terminated prior to the maturity date. The Company is required to pay a commitment fee equal to 0.25% per annum of the daily unused portion of the 2022 Revolving Facility Agreement. The Company is also obligated to pay other customary fees for a loan facility of this size and type. The Company’s obligations under the 2022 Revolving Facility Agreement are secured by substantially all of the Company’s assets, and will be guaranteed by, and secured by substantially all of the assets of, its future domestic subsidiaries. As of the closing date, there were no guarantors. The 2022 Revolving Facility Agreement requires the Company to maintain a current ratio of not less than 1.20 to 1.00, measured quarterly. The 2022 Revolving Facility Agreement also requires the Company to maintain at least six months remaining liquidity, determined as set forth in the 2022 Revolving Facility Agreement. Additionally, the 2022 Revolving Facility Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries to, among other things, dispose of assets, effect certain mergers, incur debt, grant liens, pay dividends and distributions on their capital stock, make investments and acquisitions, and enter into transactions with affiliates, in each case subject to customary exceptions for a loan facility of this size and type. The Company was in compliance with its covenants at December 31, 2022. The events of default under the 2022 Revolving Facility Agreement include, among others, payment defaults, material misrepresentations, breaches of covenants, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, the occurrence of a material adverse effect, a change of control and judgment defaults. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the 2022 Revolving Facility Agreement, the termination of the lenders’ commitments, a 2% increase in the applicable rate of interest and the exercise by Agent and the lenders of other rights and remedies provided for under the 2022 Revolving Facility Agreement or applicable law. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021. 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 consolidated 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 consolidated 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 12, 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, 2022, 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, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS At December 31, 2022, we had $90.0 million of treasury securities that are classified within cash and cash equivalents on the consolidated balance sheet. The U.S. treasury securities are Level 1 securities that are traded by dealers or brokers in active over-the-counter markets. 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, 2022 and 2021. In May 2021, the Company issued and sold Convertible Notes with a principal amount of $235.5 million. 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 consolidated 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 consolidated 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, 2020 $ 1,278 $ — Issuance — 235,480 Remeasurement — 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 — — Balance, December 31, 2022 $ — $ — No redeemable convertible preferred stock warrants were outstanding as of December 31, 2022 and 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: Series A Redeemable Convertible Preferred Stock Warrants 2020 Expected volatility 59.9% Expected term (years) 4.92 Expected dividend yield 0.00% Risk-free interest rate 0.41% Fair value per share $ 16.83 Series B Redeemable Convertible Preferred Stock Warrants 2020 Expected volatility 46.2% Expected term (years) 7.91 Expected dividend yield 0.00% Risk-free interest rate 0.65% Fair value per share $ 16.41 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
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. With the introduction of the 2021 Stock Incentive Plan (“2021 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 Plan 2021 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, 2022, 2,921,673 shares of common stock were 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. As of December 31, 2022, 4,151,321 shares of common stock were available for sale under the 2021 ESPP. Stock-Based Compensation Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the years ended December 31, 2022, 2021, and 2020 was as follows: Year Ended 2022 2021 2020 Cost of revenues $ 3,128 $ 1,979 $ — Sales and marketing 8,603 2,634 1 Research and development 23,305 6,889 98 General and administrative 29,255 31,477 3,064 Total stock-based compensation expense $ 64,291 $ 42,979 $ 3,163 In total, $3.1 million and $2.0 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, 2022. During the year ended 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 years ended December 31, 2022, 2021 and 2020 were as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding at January 1, 2020 8,244,751 $ 0.39 6.8 Granted 2,233,042 1.41 Exercised (1,918,499) 0.56 Forfeited (78,043) 0.96 Expired (136,499) 0.39 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 January 1, 2022 9,163,160 5.13 6.9 Granted — — Exercised (1,751,321) 0.50 Forfeited (197,710) 12.40 Expired (111,276) 14.25 Outstanding at December 31, 2022 7,102,853 $ 5.92 6.4 Exercisable at December 31, 2022 5,417,707 $ 4.18 6.0 Vested and expected to vest at December 31, 2022 7,102,853 $ 5.92 6.4 The aggregate intrinsic value of exercisable options was $5.8 million, $72.4 million and $96.0 million, for the years ended December 31, 2022, 2021 and 2020, respectively. The aggregate intrinsic value of stock options outstanding was $6.1 million, $81.9 million and $129.5 million as of December 31, 2022, 2021 and 2020, 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 and 2020: 2021 2020 Expected volatility 40.9% 39.6% Expected term (years) 7.71 7.04 Expected dividend yield 0.0% 0.0% Risk-free interest rate 0.8% 0.4% Grant date fair value $ 6.93 $ 0.57 As of December 31, 2022, there was approximately $8.3 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 1.94 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. Total RSU activity for the years ended December 31, 2022 and 2021 are 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, January 1, 2022 11,264,235 14.62 164,656 Granted 11,939,035 5.97 71,276 Vested (3,329,057) 13.30 (44,276) Forfeited (1,192,512) 11.67 (13,917) Outstanding, December 31, 2022 18,681,701 $ 9.51 $ 177,739 As of December 31, 2022 there was approximately $135.8 million of total unrecognized compensation cost related to outstanding RSUs. The weighted average remaining expense period was 1.2 years as of December 31, 2022 During the year end ed December 31, 2021, 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 be low. There were no performance-vesting conditions grants during the year ended December 31, 2022. 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) 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. Market-based performance-vesting RSU activity for the years ended December 31, 2022 and 2021 are 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, January 1, 2022 3,335,300 12.82 42,759 Granted — — — Vested — — — Forfeited — — — Outstanding, December 31, 2022 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. Operations-based performance-vesting RSU activity for the years ended December 31, 2022 and 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, January 1, 2022 1,597,272 16.00 25,556 Granted — — — Vested (532,424) 16.00 (8,519) Forfeited (266,213) 16.00 (4,259) Outstanding, December 31, 2022 798,635 $ 16.00 $ 12,778 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. |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
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 year ended December 31, 2020 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, 2022 2021 2020 Numerator: Net income (loss) $ (194,056) $ 86,418 $ (47,352) Less: Income allocated to participating securities — 53,310 — Net income (loss) attributable to common stockholders – basic (194,056) 33,108 (47,352) Plus: Income allocated to non-participating securities — 2,285 — Net income (loss) attributable to common stockholders - diluted $ (194,056) $ 35,393 $ (47,352) Denominator: Basic weighted-average common shares outstanding 148,024,749 52,815,449 16,315,730 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 148,024,749 59,635,384 16,315,730 Net income (loss) attributable to common stockholders per share Basic $ (1.31) $ 0.63 $ (2.90) Diluted $ (1.31) $ 0.59 $ (2.90) 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, 2022 2021 2020 Redeemable convertible preferred stock — — 83,526,065 Stock options 7,102,853 2,724,654 8,344,752 Early exercised stock options — — 316,666 Restricted stock units 18,681,701 10,556,767 — Common stock subject to restricted stock purchase agreements — — 9,872,293 Common stock warrants — — 75,744 Redeemable convertible preferred stock warrants — — 79,882 ESPP – shares assumed to be repurchased 473,080 — — Total 26,257,634 13,281,421 102,215,402 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe Company’s effective income tax rate for the year ended December 31, 2022 was a benefit of 4.8% compared to expense of 27.5% in the corresponding period in the prior year. Components of income tax (benefit) expense were as follows: Year Ended December 31, 2022 2021 2020 Current: U.S. federal $ (4,860) $ 9,483 $ — State (1,425) 19,808 — Foreign 5 — — Deferred: U.S. federal (3,468) 3,468 — State — — — Foreign — — — Total income tax (benefit) expense $ (9,748) $ 32,759 $ — The effective tax rate of the provision for income taxes differs from the U.S. federal statutory rate as follows: 2022 2021 2020 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 4.1 % 7.4 % 7.7 % Permanent differences 0.2 % (0.5) % (1.8) % Change in valuation allowance (17.7) % (17.0) % (30.8) % Tax credits 2.6 % (1.5) % 3.3 % Non-deductible convertible note adjustments — % 14.1 % — % Sec. 162(m) limitation (3.8) % 2.8 % — % Uncertain tax position reserves 0.3 % 1.3 % (0.7) % Stock-based compensation (2.0) % (1.5) % 1.3 % Tax rate change (1.4) % — % — % Other 1.5 % 1.4 % — % Effective tax rate 4.8 % 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, 2022 and 2021 was an increase of $36.0 million and a decrease of $20.2 million, respectively. The $26.1 million net increase in the valuation allowance during 2022 is primarily due to taxable loss generated in the U.S. in 2022 and the requirement of Section 174 capitalization for United States federal tax purposes. The valuation allowance for U.S. state tax deferred tax assets increased by $9.8 million due to the U.S taxable loss. The $20.2 million net decrease in 2021 was primarily due to differences between the application of U.S. federal and state tax regulations for tax depreciation and utilization of net operating loss due to taxable income. The significant components of deferred income taxes were as follows: 2022 2021 Deferred tax assets: Net operating losses $ 19,175 $ 6,180 Research and development credits 3,508 942 Operating lease liability 13,010 14,484 Share-based compensation 6,836 4,801 Accruals and reserves 21,351 5,740 Capitalized R&D expenses 24,220 — Deferred revenue — 24,976 State taxes — 2,769 Other 747 — Gross deferred tax assets 88,847 59,892 Deferred tax liabilities: Operating right-of-use asset 21,437 21,471 Depreciation and amortization 17,752 28,207 Gross deferred tax liabilities 39,189 49,678 Gross deferred tax assets/(liabilities) 49,658 10,214 Valuation allowance (49,658) (13,682) Net deferred tax asset/(liabilities) $ — $ (3,468) At December 31, 2022, the Company has United States federal and state net operating loss ("NOL") carryforwards of $51.9 million and $141.6 million, respectively. The federal NOL carryforwards generated in pre-2018 tax years of $5.8 million will begin to expire in 2037 while Federal NOLs generated after 2017 of $46.1 million will carryforward indefinitely. The state NOL carryforwards of $141.6 million will begin to expire in 2032 unless previously utilized. At December 31, 2022, the Company also had federal research tax credit carryforwards of $1.7 million. The federal research tax credit carryforwards begin to expire in 2032, if not utilized. At December 31, 2022, the Company also had various California state tax credit carryforwards of $3.4 million. 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 subsequent change in ownership were to occur, additional NOL and tax credit carryforwards could be subject to future limitations or expire unutilized. If limited, the related asset would be removed from the deferred tax asset schedule and may impact the Company’s effective tax rate. As of December 31, 2022, the Company has $9.7 million of federal net operating losses and $29.9 million of state NOLs subject to limitations related to the utilization under Section 382 of the Internal Revenue Code. As of December 31, 2022, the Company has $0.8 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 consolidated 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. A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows: 2022 2021 2020 Balance at January 1 $ 3,405 $ 1,045 $ 705 Increases related to prior year tax positions, net — 1,360 — Reductions based on tax positions related to prior years (1,673) — — Increases related to current year tax positions 973 1,000 340 Balance at December 31 $ 2,706 $ 3,405 $ 1,045 As of December 31, 2022, the Company has approximately $2.7 million of unrecognized tax benefits of which $1.7 million would affect the Company's effective tax rate if recognized. As of December 31, 2022, and December 31, 2021, the Company recorded approximately $0.4 million and $0 interest and penalties related to unrecognized tax benefits, respectively. 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, 2022 for the 2012 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 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 consolidated financial statements and disclosures. On August 16, 2022, the Inflation Reduction Act (the IRA) was signed into law in the U.S. Among other changes, the IRA introduced a corporate minimum tax on certain corporations with average adjusted financial statement income over a three-tax year period in excess of $1.0 billion and an excise tax on certain stock repurchases by certain covered corporations for taxable years beginning after December 31, 2022 and several tax incentives to promote clean energy. Based on our current analysis and pending future guidance to be issued by Treasury, we do not believe these provisions will have a material impact on our consolidated financial statements. 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, 2022 | |
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. Restructuring Restructuring actions were taken in the second quarter of 2022 in order to reduce costs and improve operations and manufacturing efficiency. As a result of these actions, for the year ended December 31, 2022 , the Company recorded $2.0 million of charges, which was reported as restructuring expense in the consolidated statements of operations. This was accounted for as a one-time termination benefit communicated by period end without an additional service component, so the charge represents the total amount expected to be incurred. As of December 31, 2022, all of the charges have been paid. Cost Reduction Plan On January 5, 2023, the Company announced that it was implementing a new cost reduction plan (the “CRP”). Management, with the oversight and guidance of the Company’s board of directors, determined to implement the CRP following a review of the Company’s business, operating expenses and the macroeconomic environment. The CRP is intended to reduce the Company’s cost structure and improve its operational efficiency. The CRP will include a reduction in the Company’s employee base. In connection with the CRP, the Company estimates that it will record an aggregate restructuring charge related to one-time termination benefits in the range of approximately $6.0 million to $8.0 million. The substantial majority of these charges will result in cash expenditures. Cash expenditures in connection with the CRP consist of payments for salary, benefits, and unused paid time off for the affected employees. The CRP will also consist of a severance package that includes a cash severance payment and payments to cover the employer premiums and administration fees for continuation of healthcare coverage for a limited period. The severance package, in some cases, will also include an acceleration of the vesting of certain outstanding restricted stock units and stock options to affected employees, and in connection therewith, the Company estimates that it will incur non-cash charges of approximately $0.3 million. Each affected employee’s eligibility for the severance benefits is contingent upon such employee’s execution (and no revocation) of a separation agreement, which includes a general release of claims against the Company. The Company expects payments relating to the CRP to be completed by the end of the second quarter of 2023. 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 issued an additional letter of credit in the amount of $0.5 million. All other obligations under the Revolving Credit Agreement have otherwise been terminated. On June 30, 2022, these letters of credit were re-issued under the 2022 Revolving Facility Agreement. The 2022 Revolving Facility Agreement provides for a $100.0 million secured revolving credit facility, with a $20.0 million letter of credit subfacility. As of December 31, 2022, there were no revolving loans outstanding and $13.0 million aggregate face amount of letters of credit outstanding under the 2022 Revolving Facility Agreement, which reduces the availability to borrow under the revolving credit facility to $87.0 million. Restricted Cash In November 2021, $0.8 million of cash was restricted in relation to a customs surety on international imports which remains restricted as of December 31, 2022. Purchase Commitments Purchase commitments are comprised of the Company’s commitments for goods and services in the normal course of business. These purchase commitments relate to goods and services which have not yet been delivered or performed and therefore have not been reflected in our consolidated balance sheets and consolidated statements of operations. These commitments typically become due after the delivery and completion of such goods or services. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The Company’s consolidated 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. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the parent company and subsidiary, after elimination of intercompany transactions. |
Use of Estimates | The preparation of the accompanying consolidated 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 inventories and 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. The majority of revenue to date is from customers located in the United States and the majority of long-lived assets are located in the United States. |
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 consolidated 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. |
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, 2022, at 54% and 20%. For the year ended December 31, 2021, the Company had two customers that represented more than 10% of product revenue 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. As of December 31, 2022, accounts receivable from one customer with balances due in excess of 10% of total accounts receivable was 54%. As of December 31, 2021, accounts receivable from one customer with balances due in excess of 10% of total accounts receivable was 60%. |
Inventories | Inventories are 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. Unabsorbed manufacturing costs are treated as expense in the period incurred. 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. Provisions are recorded against inventories on hand and for prepayments of excess inventories. Accrued losses are recorded for purchase commitments, measured in the same way as are inventory losses. If actual conditions are less favorable than those we have projected, we may need to increase our reserves for excess and obsolete inventories. Any increases in our reserves will adversely impact our results of operations. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in the inventory. Such reserves are not reduced until the product is sold. If we are able to sell such inventory any related reserves would be reversed in the period of sale. The value of the inventories that are not expected to be sold within one year of the current reporting period is classified as non-current inventories on the accompanying consolidated balance sheets. Non-current inventories consist of completed Cue Readers and Cue Reader component parts. This inventory is not subject to expiration and is expected to be utilized with future Cue Test Kits. |
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. Subject to certain limitations, the Company currently provides some customers with the right to receive a replacement Cue Cartridge for tests that do not produce a valid result, for a period of up to ninety days from the date the test is performed. All warranties are classified as current liabilities within the accrued liabilities and other current liabilities on the consolidated 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 12, 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 internal-use software. The Company determined that costs incurred during the application development stage that are directly related to the actual development of the software 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 and 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. |
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 consolidated 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 consolidated 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. |
Cloud Computing Arrangements | These cloud computing arrangements were 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 consolidated balance sheets. |
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 consolidated 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 charge is measured as the excess of the asset’s carrying value over its fair value. There were no impairment charges recorded for the years ended December 31, 2022, 2021 and 2020. |
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 consolidated 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 consolidated 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.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 consolidated balance sheet as the redemption of the shares were outside of the Company's control. |
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 a customer, to be a contract with a customer. The contract terms with customers, 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 and subscribe to a Cue+ Membership. 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 Cue Health 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 also has performance obligations which include service components comprised of virtual care capabilities accessible through the App. Cue Care provides telemedicine (access to chat with board-certified physicians) and the Company also generates revenue from 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. 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, 2022, 2021 and 2020. 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 custome r, including an estimate of future performance obligations under expected contract renewals, and the corresponding expected consideration or when it is determined tha t the likelihood of exercise of any material right associated with deferred revenue becomes remote. 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 consolidated 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”). 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, 2022, 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 consolidated 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 inventory reserve provisions and external-use software development costs. 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. For the years ended December 31, 2022 and 2021, advertising costs were $42.3 million and $15.4 million, respectively. Advertising costs were not material during the year ended December 31, 2020. 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 consolidated balance sheets and within research and development expense in the consolidated 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. |
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. There were no options granted during the year ended December 31, 2022. 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) 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 |
Liquidity | The Company’s operations have been primarily financed through a combination of our IPO proceeds, other financing activities, and product sales. Prior to August 2020, we had never generated any revenue from the commercial sale of products, and we had devoted substantially all of our resources to the research and development of our Cue Health Monitoring System. We only first started realizing revenue from commercial product sales in August 2020 following receipt of our first EUA from the U.S. Food and Drug Administration, or FDA, in June 2020 for our COVID-19 test. Our COVID-19 test includes a Cue Reader and a Cue COVID-19 Test Kit comprised of a Cue COVID-19 Cartridge and a Cue Wand. Since receiving our first FDA EUA, we have incurred significant additional expenses in connection with the commercial scale up of our business, including costs associated with scaling up our manufacturing operations, costs associated with the production of our COVID-19 test, sales and marketing expenses, and costs associated with the hiring of new employees, the growth of our business and building out our corporate infrastructure. We expect that our near and longer-term liquidity requirement will consist of working capital and general corporate expenses associated with the growth of our business, including, without limitation, expenses associated with sales and marketing expense associated with increasing market awareness of our platform and brand generally to individual consumers, enterprises and other target customers, additional research and development expenses associated with expanding our care offerings, expenses associated with being a public company. Our short-term capital expenditure needs relate primarily to the expansion of our research and development capabilities and optimization of existing business processes. The Company has an accumulated deficit of $218.1 million as of December 31, 2022. During the year ended December 31, 2022, the Company has incurred negative cash flows as a result of expending significant resources in expanding its activities combined with a tempering of COVID-19 test demand. This has resulted in a loss from operations, which is expected to continue for at least the next twelve months as we continue to invest in the build out of our commercial organization and corporate infrastructure, as well as our manufacturing capabilities, and continue to engage in research and development as we work to expand our available tests. Our ability to regain profitability is based on numerous factors, many of which are beyond our control, including, among other factors, market acceptance of our products, the length of the COVID-19 pandemic or future epidemics or public health emergencies, future product development, and our ability to expand our menu of tests. Our inability to achieve and maintain profitability, whether in the near term or longer term, may make it difficult to continue to grow our business and accomplish our strategic objectives, and could materially adversely affect our business, financial condition, results of operations and future prospects. |
Recently Adopted Accounting Pronouncements and New Accounting Pronouncements Not Yet Adopted | None. 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 amendments to the standard. In November 2019, the FASB amended the standard with the issuance of ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. The amendment revised the effective date of ASU 2016-13 to fiscal years beginning after December 15, |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Credit Loss | The allowance for doubtful accounts consists of the following activity: Year Ended December 31, 2022 2021 2020 Allowance for doubtful accounts, beginning balance $ 318 $ — $ — Provision for doubtful accounts, net of recoveries 2,019 318 — Write-offs (26) — — Allowance for doubtful accounts, ending balance $ 2,311 $ 318 $ — |
Schedule of Product Warranty Liability | The following table provides a reconciliation of the change in estimated warranty liabilities: December 31, 2022 2021 Balance at beginning of year $ 4,865 $ — Provision for warranties (including changes in estimates) 18,141 7,744 Settlements (16,346) (2,879) Balance at end of year $ 6,660 $ 4,865 |
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 years Computers and software 3-5 years As of December 31, 2022 and 2021, the Company’s property and equipment, net consisted of the following: December 31, 2022 2021 Construction in progress $ 32,412 $ 4,082 Machinery and equipment 214,702 195,001 Leasehold improvements 23,233 19,302 Furniture and fixtures 1,883 740 Property and equipment 272,230 219,125 Accumulated depreciation and amortization (82,955) (41,669) Total property and equipment, net $ 189,275 $ 177,456 |
Capitalized Contract Cost | As of December 31, 2022 and 2021, the Company’s capitalized implementation costs for cloud computing arrangements, net consisted of the following: Year Ended December 31, 2022 2021 Capitalized implementation costs $ 10,265 $ 3,773 Accumulated amortization expense (4,348) (317) Cloud computing arrangement, net $ 5,917 $ 3,456 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021, and 2020 respectively: Year Ended 2022 2021 2020 Public sector entities $ 99,699 $ 382,958 $ 8,874 Private sector customers 374,467 232,838 6,517 Total product revenue $ 474,166 $ 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, 2022, 2021, and 2020: Year Ended 2022 2021 2020 Product revenue $ 474,166 $ 615,796 $ 15,391 Cost of product revenue 329,973 276,542 14,951 Product gross profit $ 144,193 $ 339,254 $ 440 Product gross profit margin 30 % 55 % 3 % |
Schedule of Contract Liabilities | The activity related to contract liabilities for the years ended December 31, 2022 and 2021, is as follows: Amount Balance at December 31, 2020 $ 183,096 Revenue recognized related to contract liability balance at the beginning of the period (90,648) Balance at December 31, 2021 92,448 Unearned revenue from cash received during the period, excluding amounts recognized as revenue during the period 1,566 Revenue recognized related to contract liability balance at the beginning of the period (92,448) Balance at December 31, 2022 $ 1,566 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of December 31, 2022 and 2021, the Company’s inventories consisted of the following: December 31, 2022 2021 Raw materials $ 80,968 $ 46,273 Work-in-process 14,305 10,920 Finished goods 37,867 33,863 Reserve (25,494) (2,668) Total inventories 107,646 88,388 Non-current inventories (25,436) — Total inventories, current $ 82,210 $ 88,388 |
Schedule of Inventory Reserves | As of December 31, 2022, 2021, and 2020, the inventories reserve consists of the following activity: December 31, 2022 2021 2020 Balance at beginning of year $ 2,668 $ 789 $ — Provision for inventory reserve 56,242 2,519 789 Write-offs (33,416) (640) — Balance at end of year $ 25,494 $ 2,668 $ 789 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses | As of December 31, 2022 and 2021, the Company’s prepaid expenses consisted of the following: December 31, 2022 2021 Prepaid expense $ 11,523 $ 21,510 Prepaid inventory 4,205 24,379 Total prepaid expenses $ 15,728 $ 45,889 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 years Computers and software 3-5 years As of December 31, 2022 and 2021, the Company’s property and equipment, net consisted of the following: December 31, 2022 2021 Construction in progress $ 32,412 $ 4,082 Machinery and equipment 214,702 195,001 Leasehold improvements 23,233 19,302 Furniture and fixtures 1,883 740 Property and equipment 272,230 219,125 Accumulated depreciation and amortization (82,955) (41,669) Total property and equipment, net $ 189,275 $ 177,456 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | As of December 31, 2022 and 2021, the Company’s intangible assets consisted of the following: December 31, 2022 2021 Capitalized software $ 19,052 $ 5,638 Accumulated amortization (5,724) (2,067) Capitalized software, net 13,328 3,571 In-process software development 3,539 4,102 Total intangible assets $ 16,867 $ 7,673 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for each of the years ending December 31 is as follows: 2023 $ 5,648 2024 4,828 2025 2,852 Total amortization expense $ 13,328 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | The right-of-use assets and lease liabilities recognized on the Company’s consolidated balance sheets as of December 31, 2022 and 2021 were as follows: December 31, Balance Sheet Location 2022 2021 Assets Right-of-use assets operating leases Operating lease right-of-use assets $ 85,321 $ 79,474 Right-of-use assets finance leases Property and equipment, net 7,264 9,821 Liabilities Operating lease liabilities (current) Operating lease liabilities, current 7,739 7,147 Finance lease liabilities (current) Finance lease liabilities, current 2,362 2,621 Operating lease liabilities (non-current) Operating lease liabilities, net of current portion 44,045 46,464 Finance lease liabilities (non-current) Finance lease liabilities, net of current portion 849 3,271 |
Schedule of Lease Cost and Weighted-Average Terms and Discount Rates | The components of lease cost for the years ended December 31, 2022, 2021, and 2020 were as follows: Year Ended December 31, 2022 2021 2020 Operating lease cost $ 11,474 $ 7,983 $ 1,552 Finance lease cost: Amortization of right-of-use assets 2,557 1,854 570 Interest on lease liabilities 168 218 113 Total lease cost $ 14,199 $ 10,055 $ 2,235 The supplemental cash flow information related to leases for the years ended December 31, 2022, 2021, and 2020 was as follows: Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,105 $ 20,867 $ 1,287 Operating cash flows from finance leases $ 168 $ 218 $ 113 Financing cash flows from finance leases $ 2,849 $ 2,124 $ 1,922 The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2022 and 2021 was as follows: December 31, 2022 December 31, 2021 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.0 1.3 8.9 2.3 Weighted-average discount rate 5.7% 3.4% 5.7% 3.8% |
Schedule of Operating Lease Liability Maturity | As of December 31, 2022, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2023 $ 7,739 $ 2,362 2024 7,591 912 2025 7,783 — 2026 8,066 — 2027 8,153 — Thereafter 25,057 — Total lease payments 64,389 3,274 Less: Imputed interest (12,605) (63) Total $ 51,784 $ 3,211 |
Schedule of Finance Lease Liability Maturity | As of December 31, 2022, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2023 $ 7,739 $ 2,362 2024 7,591 912 2025 7,783 — 2026 8,066 — 2027 8,153 — Thereafter 25,057 — Total lease payments 64,389 3,274 Less: Imputed interest (12,605) (63) Total $ 51,784 $ 3,211 |
ACCRUED LIABILITIES AND OTHER_2
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule Of Accrued Liabilities And Other Current Liabilities | Accrued liabilities and other current liabilities consisted of the following: December 31, December 31, Accrued purchases (1) $ 4,488 $ 285 Accrued payroll and benefits 26,350 13,693 Accrued expenses 5,553 6,371 Accrued sales tax 1,361 4,284 Product warranty reserve 6,660 4,865 Accrued purchase commitment loss (2) 7,966 — Total accrued liabilities and other current liabilities $ 52,378 $ 29,498 (1) Accrued purchases primarily reflects receipts of goods and services for which we had not yet been invoiced. As we are invoiced for these goods and services, this balance will reduce and accounts payable will increase. (2) Accrued purchases commitment loss reflects accrued loss on purchase obligations for inventory expected to be reserved. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
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, 2020 $ 1,278 $ — Issuance — 235,480 Remeasurement — 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 — — Balance, December 31, 2022 $ — $ — |
Estimated Fair Value of Redeemable Convertible Preferred Stock Warrants was Determined Using BSM Option Pricing Model | 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: Series A Redeemable Convertible Preferred Stock Warrants 2020 Expected volatility 59.9% Expected term (years) 4.92 Expected dividend yield 0.00% Risk-free interest rate 0.41% Fair value per share $ 16.83 Series B Redeemable Convertible Preferred Stock Warrants 2020 Expected volatility 46.2% Expected term (years) 7.91 Expected dividend yield 0.00% Risk-free interest rate 0.65% Fair value per share $ 16.41 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021, and 2020 was as follows: Year Ended 2022 2021 2020 Cost of revenues $ 3,128 $ 1,979 $ — Sales and marketing 8,603 2,634 1 Research and development 23,305 6,889 98 General and administrative 29,255 31,477 3,064 Total stock-based compensation expense $ 64,291 $ 42,979 $ 3,163 |
Schedule of Stock Option Activity and Related Information | A summary of stock option activity and related information for the years ended December 31, 2022, 2021 and 2020 were as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding at January 1, 2020 8,244,751 $ 0.39 6.8 Granted 2,233,042 1.41 Exercised (1,918,499) 0.56 Forfeited (78,043) 0.96 Expired (136,499) 0.39 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 January 1, 2022 9,163,160 5.13 6.9 Granted — — Exercised (1,751,321) 0.50 Forfeited (197,710) 12.40 Expired (111,276) 14.25 Outstanding at December 31, 2022 7,102,853 $ 5.92 6.4 Exercisable at December 31, 2022 5,417,707 $ 4.18 6.0 Vested and expected to vest at December 31, 2022 7,102,853 $ 5.92 6.4 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 and 2020: 2021 2020 Expected volatility 40.9% 39.6% Expected term (years) 7.71 7.04 Expected dividend yield 0.0% 0.0% Risk-free interest rate 0.8% 0.4% Grant date fair value $ 6.93 $ 0.57 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) 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 years ended December 31, 2022 and 2021 are 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, January 1, 2022 11,264,235 14.62 164,656 Granted 11,939,035 5.97 71,276 Vested (3,329,057) 13.30 (44,276) Forfeited (1,192,512) 11.67 (13,917) Outstanding, December 31, 2022 18,681,701 $ 9.51 $ 177,739 Market-based performance-vesting RSU activity for the years ended December 31, 2022 and 2021 are 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, January 1, 2022 3,335,300 12.82 42,759 Granted — — — Vested — — — Forfeited — — — Outstanding, December 31, 2022 3,335,300 $ 12.82 $ 42,759 Operations-based performance-vesting RSU activity for the years ended December 31, 2022 and 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, January 1, 2022 1,597,272 16.00 25,556 Granted — — — Vested (532,424) 16.00 (8,519) Forfeited (266,213) 16.00 (4,259) Outstanding, December 31, 2022 798,635 $ 16.00 $ 12,778 |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 2020 Numerator: Net income (loss) $ (194,056) $ 86,418 $ (47,352) Less: Income allocated to participating securities — 53,310 — Net income (loss) attributable to common stockholders – basic (194,056) 33,108 (47,352) Plus: Income allocated to non-participating securities — 2,285 — Net income (loss) attributable to common stockholders - diluted $ (194,056) $ 35,393 $ (47,352) Denominator: Basic weighted-average common shares outstanding 148,024,749 52,815,449 16,315,730 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 148,024,749 59,635,384 16,315,730 Net income (loss) attributable to common stockholders per share Basic $ (1.31) $ 0.63 $ (2.90) Diluted $ (1.31) $ 0.59 $ (2.90) |
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, 2022 2021 2020 Redeemable convertible preferred stock — — 83,526,065 Stock options 7,102,853 2,724,654 8,344,752 Early exercised stock options — — 316,666 Restricted stock units 18,681,701 10,556,767 — Common stock subject to restricted stock purchase agreements — — 9,872,293 Common stock warrants — — 75,744 Redeemable convertible preferred stock warrants — — 79,882 ESPP – shares assumed to be repurchased 473,080 — — Total 26,257,634 13,281,421 102,215,402 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Components of income tax (benefit) expense were as follows: Year Ended December 31, 2022 2021 2020 Current: U.S. federal $ (4,860) $ 9,483 $ — State (1,425) 19,808 — Foreign 5 — — Deferred: U.S. federal (3,468) 3,468 — State — — — Foreign — — — Total income tax (benefit) expense $ (9,748) $ 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: 2022 2021 2020 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 4.1 % 7.4 % 7.7 % Permanent differences 0.2 % (0.5) % (1.8) % Change in valuation allowance (17.7) % (17.0) % (30.8) % Tax credits 2.6 % (1.5) % 3.3 % Non-deductible convertible note adjustments — % 14.1 % — % Sec. 162(m) limitation (3.8) % 2.8 % — % Uncertain tax position reserves 0.3 % 1.3 % (0.7) % Stock-based compensation (2.0) % (1.5) % 1.3 % Tax rate change (1.4) % — % — % Other 1.5 % 1.4 % — % Effective tax rate 4.8 % 27.5 % — % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred income taxes were as follows: 2022 2021 Deferred tax assets: Net operating losses $ 19,175 $ 6,180 Research and development credits 3,508 942 Operating lease liability 13,010 14,484 Share-based compensation 6,836 4,801 Accruals and reserves 21,351 5,740 Capitalized R&D expenses 24,220 — Deferred revenue — 24,976 State taxes — 2,769 Other 747 — Gross deferred tax assets 88,847 59,892 Deferred tax liabilities: Operating right-of-use asset 21,437 21,471 Depreciation and amortization 17,752 28,207 Gross deferred tax liabilities 39,189 49,678 Gross deferred tax assets/(liabilities) 49,658 10,214 Valuation allowance (49,658) (13,682) Net deferred tax asset/(liabilities) $ — $ (3,468) |
Schedule of Unrecognized Tax Benefits Roll Forward | 2022 2021 2020 Balance at January 1 $ 3,405 $ 1,045 $ 705 Increases related to prior year tax positions, net — 1,360 — Reductions based on tax positions related to prior years (1,673) — — Increases related to current year tax positions 973 1,000 340 Balance at December 31 $ 2,706 $ 3,405 $ 1,045 |
BUSINESS AND BASIS OF ACCOUNT_2
BUSINESS AND BASIS OF ACCOUNTING (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 1 | ||
Non-US | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 10.6 | $ 1 | $ 0 |
Long-lived assets | $ 4.7 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 |
Cash and Cash Equivalents [Line Items] | |||
Restricted cash | $ 0.8 | $ 13.8 | $ 0.8 |
US Treasury Securities | Level 1 | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents, fair value | $ 90 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Accounts receivable, allowance for doubtful accounts | $ 2,311 | $ 318 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Accounts Receivable Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for doubtful accounts, beginning balance | $ 318 | $ 0 | $ 0 |
Provision for doubtful accounts, net of recoveries | 2,019 | 318 | 0 |
Write-offs | (26) | 0 | 0 |
Allowance for doubtful accounts, ending balance | $ 2,311 | $ 318 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
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, 2022 | 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 | 54% | 62% | 58% |
Customer One | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 54% | 60% | |
Customer Two | Revenue Benchmark | Customer Concentration Risk | Product | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 20% | 25% | 22% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Product Warranty Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Standard product warranty, term | 12 months | ||
Standard product warranty accrual | $ 6,660 | $ 4,865 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Product Warranty Reserve Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Standard Product Warranty Accrual, Beginning Balance | $ 4,865 | $ 0 |
Standard Product Warranty Accrual, Increase for Warranties Issued | 18,141 | 7,744 |
Standard Product Warranty Accrual, Decrease for Payments | (16,346) | (2,879) |
Standard Product Warranty Accrual, Ending Balance | $ 6,660 | $ 4,865 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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 - Capitalized Implementation Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Capitalized implementation costs | $ 10,265 | $ 3,773 |
Accumulated amortization expense | (4,348) | (317) |
Cloud computing arrangement, net | $ 5,917 | $ 3,456 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Cloud Computing Arrangements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Amortization expense | $ 4 | $ 0.3 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Deferred Offering Costs (Details) | Dec. 31, 2022 USD ($) |
Accounting Policies [Abstract] | |
Deferred offering costs | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Redeemable Convertible Preferred Stock (Details) | 1 Months Ended |
Sep. 30, 2021 shares | |
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_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | 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_17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Sales and Marketing Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Advertising costs | $ 42.3 | $ 15.4 |
SUMMARY OF SIGNIFICANT ACCOU_18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Expected dividend yield | 0% |
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_19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Liquidity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ (218,074) | $ (24,018) |
REVENUE - Product Revenue By Cu
REVENUE - Product Revenue By Customer Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 483,476 | $ 618,107 | $ 22,953 |
Product | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 474,166 | 615,796 | 15,391 |
Product | Public sector entities | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 99,699 | 382,958 | 8,874 |
Product | Private sector customers | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 374,467 | $ 232,838 | $ 6,517 |
REVENUE - Product Revenue Gross
REVENUE - Product Revenue Gross Profit and Gross Profit Margin (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Product revenue | $ 483,476 | $ 618,107 | $ 22,953 |
Product | |||
Disaggregation of Revenue [Line Items] | |||
Product revenue | 474,166 | 615,796 | 15,391 |
Cost of product revenue | 329,973 | 276,542 | 14,951 |
Product gross profit | $ 144,193 | $ 339,254 | $ 440 |
Product gross profit margin | 30% | 55% | 3% |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) cartridge in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 USD ($) | Oct. 31, 2020 USD ($) | May 31, 2020 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2018 USD ($) | Oct. 31, 2021 cartridge | |
Disaggregation of Revenue [Line Items] | ||||||||||
Write-offs | $ 33,416,000 | $ 640,000 | $ 0 | |||||||
Deferred revenue recognized | 92,448,000 | 90,648,000 | ||||||||
Deferred revenue | $ 92,448,000 | $ 1,566,000 | 1,566,000 | 92,448,000 | 183,096,000 | |||||
Net contract assets | 1,100,000 | 300,000 | 300,000 | 1,100,000 | ||||||
Revenue | 483,476,000 | 618,107,000 | 22,953,000 | |||||||
Inventory Write-Down Recorded Within Cost Of Product Revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Write-offs | 92,800,000 | |||||||||
Inventory Write-Down | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Inventory reserve | 49,300,000 | |||||||||
Prepayments of inventories | 26,000,000 | |||||||||
Product warranty reserve | 9,500,000 | |||||||||
Accrued purchase loss | 8,000,000 | |||||||||
United States Department of Defense | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Deferred revenue recognized | 92,400,000 | |||||||||
Deferred revenue | 92,400,000 | $ 0 | 0 | 92,400,000 | ||||||
Product | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Number of cartridge manufactured per day | cartridge | 0.1 | |||||||||
Demonstration period of cartridge manufacture ability | 7 days | |||||||||
Revenue | 474,166,000 | 615,796,000 | 15,391,000 | |||||||
Grant And Other Revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | 9,310,000 | 2,311,000 | 7,562,000 | |||||||
Grant And Other Revenue | Biomedical Advanced Research And Development Authority (BARDA) | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | $ 9,100,000 | $ 2,200,000 | $ 7,600,000 | |||||||
United States Department of Defense | Product | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Maximum percentage limit to purchase in quarterly production | 45% | |||||||||
United States Department of Defense | Product | Cue COVID-19 Test | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Agreement value | $ 480,900,000 | |||||||||
Advance for scaling | 184,600,000 | |||||||||
Agreement value for sale of product | $ 296,300,000 | |||||||||
Biomedical Advanced Research And Development Authority (BARDA) | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Agreement value | $ 21,800,000 | $ 14,000,000 | ||||||||
Option exercised additional contract value | $ 13,700,000 | |||||||||
Increase in agreement value | $ 800,000 |
REVENUE - Contract Liability Ac
REVENUE - Contract Liability Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract With Customer, Liability Rollforward [Roll Forward] | ||
Beginning balance | $ 92,448 | $ 183,096 |
Revenue recognized related to contract liability balance at the beginning of the period | (92,448) | (90,648) |
Unearned revenue from cash received during the period, excluding amounts recognized as revenue during the period | 1,566 | |
Ending balance | $ 1,566 | $ 92,448 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||||
Raw materials | $ 80,968 | $ 46,273 | ||
Work-in-process | 14,305 | 10,920 | ||
Finished goods | 37,867 | 33,863 | ||
Reserve | (25,494) | (2,668) | $ (789) | $ 0 |
Total inventories | 107,646 | 88,388 | ||
Non-current inventories | (25,436) | 0 | ||
Inventories, current | $ 82,210 | $ 88,388 |
INVENTORIES - Inventory Reserve
INVENTORIES - Inventory Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Reserves [Roll Forward] | ||||
Balance at beginning of year | $ 25,494 | $ 2,668 | $ 789 | $ 0 |
Provision for inventory reserve | 56,242 | 2,519 | 789 | |
Write-offs | (33,416) | (640) | 0 | |
Balance at end of year | $ 25,494 | $ 2,668 | $ 789 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expense | $ 11,523 | $ 21,510 |
Prepaid inventory | 4,205 | 24,379 |
Total prepaid expenses | $ 15,728 | $ 45,889 |
PREPAID EXPENSES - Narrative (D
PREPAID EXPENSES - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Increase in prepaid inventory | $ 8.6 |
Decrease in prepaid expense | $ 8.6 |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use asset, gross | $ 272,230 | $ 219,125 |
Accumulated depreciation and amortization | (82,955) | (41,669) |
Property and equipment and finance lease right-of-use asset, net | 189,275 | 177,456 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use asset, gross | 32,412 | 4,082 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use asset, gross | 214,702 | 195,001 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use asset, gross | 23,233 | 19,302 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use asset, gross | $ 1,883 | $ 740 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 38,700 | $ 30,500 | $ 6,200 |
Carrying value of finance leases | $ 7,264 | $ 9,821 |
INTANGIBLE ASSETS - Finite-Live
INTANGIBLE ASSETS - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Capitalized software | $ 19,052 | $ 5,638 |
Accumulated amortization | (5,724) | (2,067) |
Capitalized software, net | 13,328 | 3,571 |
Total intangible assets | 16,867 | 7,673 |
In-process software development | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 3,539 | $ 4,102 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 3.7 | $ 2 | $ 0.1 |
INTANGIBLE ASSETS - Estimated A
INTANGIBLE ASSETS - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 16,867 | $ 7,673 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 5,648 | |
2024 | 4,828 | |
2025 | 2,852 | |
Total intangible assets | $ 13,328 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Oct. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||||
Right-of-use assets operating leases | $ 85,321 | $ 79,474 | |||
Operating lease liability | $ 51,784 | ||||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Finance lease, remaining lease term | 1 year | ||||
Operating lease, remaining lease term | 1 year | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Finance lease, remaining lease term | 2 years | ||||
Operating lease, remaining lease term | 9 years | ||||
San Diego, California | |||||
Lessee, Lease, Description [Line Items] | |||||
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] | |||||
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 |
LEASES - Right of Use Assets an
LEASES - Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right-of-use assets operating leases | $ 85,321 | $ 79,474 |
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 | $ 7,264 | $ 9,821 |
Operating lease liabilities (current) | 7,739 | 7,147 |
Finance lease liabilities (current) | 2,362 | 2,621 |
Operating lease liabilities (non-current) | 44,045 | 46,464 |
Finance lease liabilities (non-current) | $ 849 | $ 3,271 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 11,474 | $ 7,983 | $ 1,552 |
Finance lease cost: | |||
Amortization of right-of-use assets | 2,557 | 1,854 | 570 |
Interest on lease liabilities | 168 | 218 | 113 |
Total lease cost | $ 14,199 | $ 10,055 | $ 2,235 |
LEASES - Operating and Finance
LEASES - Operating and Finance Lease Liability Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 7,739 |
2024 | 7,591 |
2025 | 7,783 |
2026 | 8,066 |
2027 | 8,153 |
Thereafter | 25,057 |
Total lease payments | 64,389 |
Less: Imputed interest | (12,605) |
Total | 51,784 |
Finance Lease, Liability, Payment, Due [Abstract] | |
2023 | 2,362 |
2024 | 912 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 3,274 |
Less: Imputed interest | (63) |
Total | $ 3,211 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 16,105 | $ 20,867 | $ 1,287 |
Operating cash flows from finance leases | 168 | 218 | 113 |
Financing cash flows from finance leases | $ 2,849 | $ 2,124 | $ 1,922 |
LEASES - Weighted-Average Remai
LEASES - Weighted-Average Remaining Lease term and Discount Rate Information (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted-average remaining lease term (in years) | ||
Operating Leases | 8 years | 8 years 10 months 24 days |
Finance Leases | 1 year 3 months 18 days | 2 years 3 months 18 days |
Weighted-average discount rate | ||
Operating Leases | 5.70% | 5.70% |
Finance Leases | 3.40% | 3.80% |
ACCRUED LIABILITIES AND OTHER_3
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued purchases | $ 4,488 | $ 285 |
Accrued payroll and benefits | 26,350 | 13,693 |
Accrued expenses | 5,553 | 6,371 |
Accrued sales tax | 1,361 | 4,284 |
Product warranty reserve | 6,660 | 4,865 |
Accrued purchase commitment loss | 7,966 | 0 |
Total accrued liabilities and other current liabilities | $ 52,378 | $ 29,498 |
DEBT (Details)
DEBT (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2022 USD ($) | Sep. 28, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | May 31, 2021 USD ($) | Feb. 28, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 01, 2022 | Jul. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 0 | $ 1,998,000 | $ 610,000 | |||||||
Conversion of convertible notes | $ 297,800,000 | 0 | 297,792,000 | $ 0 | ||||||
IPO | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 16 | |||||||||
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% | 9% | ||||||||
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) | shares | 18,611,914 | |||||||||
Debt instrument, convertible, conversion discount period one | 20% | 20% | ||||||||
Long-term debt | 0 | |||||||||
Revolving Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 0 | |||||||||
Debt covenant, percent of eligible accounts receivable less sales tax liability | 80% | |||||||||
Revolving Credit Facility | Line of Credit | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Asset coverage ratio | 1.20 | |||||||||
Revolving Credit Facility | Line of Credit | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Asset coverage ratio | 1 | |||||||||
Revolving Credit Facility | Revolving Credit Agreement | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate, stated percentage | 3.50% | |||||||||
Prepayment fee | 1% | |||||||||
Commitment fee | 0.25% | |||||||||
Interest rate, increase | 2% | |||||||||
Revolving Credit Facility | Revolving Credit Agreement | Line of Credit | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Current ratio | 1.20 | |||||||||
Revolving Credit Facility | Revolving Credit Agreement | Line of Credit | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Current ratio | 1 | |||||||||
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 | 130,000,000 | $ 12,000,000 | |||||||
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 | 2015 Credit Agreement | Comerica Bank | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Extinguishment of debt, amount | 5,400,000 | |||||||||
Revolving Credit Facility | Secured Revolving Facility Agreement | East West Bank | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||||
Letter of Credit | Revolving Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of credit outstanding | $ 13,000,000 | |||||||||
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 | |||||||||
Letter of Credit | Secured Revolving Facility Agreement | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Deferred financing cost | 600,000 | |||||||||
Letter of Credit | Secured Revolving Facility Agreement | East West Bank | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Remaining borrowing capacity | $ 87,000,000 | |||||||||
Letter of Credit | Secured Revolving Facility 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 ($) | 1 Months Ended | 12 Months Ended | ||||||
Sep. 28, 2021 | Jun. 30, 2020 | May 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | 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 | 500,000,000 | 500,000,000 | |||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 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 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||
Conversion of convertible securities, discount percentage | 10% | |||||||
Loss on extinguishment of debt | $ 0 | $ 1,998,000 | $ 610,000 | |||||
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 | |||||||
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 | |||||||
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 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% | |||||||
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% | |||||||
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% | |||||||
Convertible notes, discount period | 45 days |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 28, 2021 | May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
US Treasury Securities | Level 1 | ||||
Debt Instrument [Line Items] | ||||
Cash and cash equivalents, fair value | $ 0 | $ 90,000,000 | ||
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 | |||
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% | 20% | ||
Debt instrument, covenant, minimum IPO value threshold | $ 50,000,000 | |||
Debt instrument, convertible, conversion discount period two | 25% | |||
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 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Rollforward , Measured on a Recurring Basis (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Convertible Notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Beginning balance | $ 0 |
Issuance | 235,480 |
Remeasurement | 59,560 |
Accrued interest | 2,752 |
Exercise of redeemable convertible preferred stock warrants | 0 |
Conversion into common stock | (297,792) |
Ending balance | 0 |
Redeemable convertible preferred stock warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Beginning balance | 1,278 |
Issuance | 0 |
Remeasurement | 0 |
Accrued interest | 0 |
Exercise of redeemable convertible preferred stock warrants | (1,278) |
Conversion into common stock | 0 |
Ending balance | $ 0 |
FAIR VALUE MEASUREMENTS - Measu
FAIR VALUE MEASUREMENTS - Measurement Inputs and Valuation Techniques (Details) | Dec. 31, 2020 |
Series A Redeemable Convertible Preferred Stock Warrants | Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant valuation input | 0.599 |
Series A Redeemable Convertible Preferred Stock Warrants | Expected term (years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant valuation input | 4.92 |
Series A Redeemable Convertible Preferred Stock Warrants | Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant valuation input | 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 |
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 |
Series B Redeemable Convertible Preferred Stock Warrants | Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant valuation input | 0.462 |
Series B Redeemable Convertible Preferred Stock Warrants | Expected term (years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant valuation input | 7.91 |
Series B Redeemable Convertible Preferred Stock Warrants | Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant valuation input | 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 |
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 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense from issuance of a fully vested warrant to vendor | $ 1,239 | ||||
Award vesting period | 4 years | ||||
Weighted average remaining contractual term (years), outstanding | 6 years 4 months 24 days | 6 years 10 months 24 days | 6 years 4 months 24 days | 6 years 9 months 18 days | |
Plan modification, incremental cost | $ 12,900 | ||||
Additional Paid-In Capital | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense from issuance of a fully vested warrant to vendor | 1,239 | ||||
Chief Executive Officer | 2018 Promissory Notes | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forgiveness of promissory note | $ 8,300 | ||||
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 | $ 8,300 | ||||
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 | $ 3,500 | ||||
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 | $ 5,800 | 72,400 | $ 96,000 | ||
Total intrinsic value of options outstanding | 6,100 | 81,900 | 129,500 | ||
Unamortized share-based compensation cost related to unvested stock option awards | $ 8,300 | ||||
Expected period for recognition | 1 year 11 months 8 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% | ||||
Number of shares available for grant (in shares) | 2,921,673 | ||||
ESPP – shares assumed to be repurchased | 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% | ||||
Number of shares available for grant (in shares) | 4,151,321 | ||||
Annual increase, number of shares (in shares) | 8,504,263 | ||||
Percentage of fair market for ESPP common stock purchases | 85% | ||||
Share-based Payment Arrangement | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation cost capitalized in inventory | $ 0 | $ 3,100 | $ 2,000 | ||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Weighted average remaining contractual term (years), outstanding | 1 year 2 months 12 days | ||||
Issued (in shares) | 11,939,035 | 11,584,681 | |||
Vested (in shares) | 3,329,057 | 193,933 | |||
Unrecognized compensation cost | $ 135,800 | ||||
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% | ||||
Operations-Based Performance-Vesting RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issued (in shares) | 1,597,272 | 0 | 1,597,272 | ||
Vested (in shares) | 532,424 | 0 | |||
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 | 0 | 3,335,300 | ||
Vested (in shares) | 0 | 0 | |||
Discount for lack of marketability | 14% | ||||
Restricted Stock | Restricted Stock Purchase Agreements | Chief Executive Officer and Chief Product Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Service period | 4 years | ||||
Shares subject to agreement (in shares) | 0 | 9,872,293 | |||
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 64,291 | $ 42,979 | $ 3,163 |
Cost of revenues | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 3,128 | 1,979 | 0 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 8,603 | 2,634 | 1 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 23,305 | 6,889 | 98 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 29,255 | $ 31,477 | $ 3,064 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Company's Stock Option Activity (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options | ||||
Outstanding at beginning of period (in shares) | 9,163,160 | 8,344,752 | 8,244,751 | |
Granted (in shares) | 0 | 2,965,821 | 2,233,042 | |
Exercised (in shares) | (1,751,321) | (1,713,054) | (1,918,499) | |
Forfeited (in shares) | (197,710) | (367,317) | (78,043) | |
Expired (in shares) | (111,276) | (67,042) | (136,499) | |
Outstanding at end of period (in shares) | 7,102,853 | 9,163,160 | 8,344,752 | 8,244,751 |
Weighted Average Exercise Price | ||||
Outstanding at end of period (in dollars per share) | $ 5.92 | $ 5.13 | $ 0.61 | $ 0.39 |
Granted (in dollars per share) | 0 | 15.61 | 1.41 | |
Exercised (in dollars per share) | 0.50 | 0.31 | 0.56 | |
Forfeited (in dollars per share) | 12.40 | 10.58 | 0.96 | |
Expired (in dollars per share) | 14.25 | 0.36 | 0.39 | |
Outstanding at beginning of period (in dollars per share) | $ 5.13 | $ 0.61 | $ 0.39 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Options, exercisable (in shares) | 5,417,707 | |||
Options, vested and expected to vest (in shares) | 7,102,853 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 4.18 | |||
Weighted average exercise price, vested and expected to vest (in dollars per share) | $ 5.92 | |||
Weighted average remaining contractual term (years), outstanding | 6 years 4 months 24 days | 6 years 10 months 24 days | 6 years 4 months 24 days | 6 years 9 months 18 days |
Weighted average remaining contractual term (years), exercisable | 6 years | |||
Weighted average remaining contractual term (years), vested and expected to vest | 6 years 4 months 24 days |
STOCK-BASED COMPENSATION - Valu
STOCK-BASED COMPENSATION - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assumptions | ||
Expected dividend yield | 0% | |
Stock options | ||
Fair Value Assumptions | ||
Expected volatility | 40.90% | 39.60% |
Expected term (years) | 7 years 8 months 15 days | 7 years 14 days |
Expected dividend yield | 0% | 0% |
Risk-free interest rate | 0.80% | 0.40% |
Grant date fair value (in dollars per share) | $ 6.93 | $ 0.57 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of RSU and Performance-Vesting RSUs Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock units | |||
Underlying Shares | |||
Outstanding, beginning balance (in shares) | 11,264,235 | 0 | |
Granted (in shares) | 11,939,035 | 11,584,681 | |
Vested (in shares) | (3,329,057) | (193,933) | |
Forfeited (in shares) | (1,192,512) | (126,513) | |
Outstanding, ending balance (in shares) | 18,681,701 | 11,264,235 | |
Weighted-average Grant Date Fair Value | |||
Outstanding, beginning balance (in dollars per share) | $ 14.62 | $ 0 | |
Granted (in dollars per share) | 5.97 | 14.65 | |
Vested (in dollars per share) | 13.30 | 15.65 | |
Forfeited (in dollars per share) | 11.67 | 16 | |
Outstanding, ending balance (in dollars per share) | $ 9.51 | $ 14.62 | |
Aggregate Fair Value | |||
Aggregate fair value, beginning balance | $ 164,656 | $ 0 | |
Granted | 71,276 | 169,716 | |
Vested | (44,276) | (3,036) | |
Forfeited | (13,917) | (2,024) | |
Aggregate fair value, ending balance | $ 177,739 | $ 164,656 | |
Market-Based Performance-Vesting RSUs | |||
Underlying Shares | |||
Outstanding, beginning balance (in shares) | 3,335,300 | 0 | |
Granted (in shares) | 3,335,300 | 0 | 3,335,300 |
Vested (in shares) | 0 | 0 | |
Forfeited (in shares) | 0 | 0 | |
Outstanding, ending balance (in shares) | 3,335,300 | 3,335,300 | |
Weighted-average Grant Date Fair Value | |||
Outstanding, beginning balance (in dollars per share) | $ 12.82 | $ 0 | |
Granted (in dollars per share) | 0 | 12.82 | |
Vested (in dollars per share) | 0 | 0 | |
Forfeited (in dollars per share) | 0 | 0 | |
Outstanding, ending balance (in dollars per share) | $ 12.82 | $ 12.82 | |
Aggregate Fair Value | |||
Aggregate fair value, beginning balance | $ 42,759 | $ 0 | |
Granted | 0 | 42,759 | |
Vested | 0 | 0 | |
Forfeited | 0 | 0 | |
Aggregate fair value, ending balance | $ 42,759 | $ 42,759 | |
Operations-Based Performance-Vesting RSUs | |||
Underlying Shares | |||
Outstanding, beginning balance (in shares) | 1,597,272 | 0 | |
Granted (in shares) | 1,597,272 | 0 | 1,597,272 |
Vested (in shares) | (532,424) | 0 | |
Forfeited (in shares) | (266,213) | 0 | |
Outstanding, ending balance (in shares) | 798,635 | 1,597,272 | |
Weighted-average Grant Date Fair Value | |||
Outstanding, beginning balance (in dollars per share) | $ 16 | $ 0 | |
Granted (in dollars per share) | 0 | 16 | |
Vested (in dollars per share) | 16 | 0 | |
Forfeited (in dollars per share) | 16 | 0 | |
Outstanding, ending balance (in dollars per share) | $ 16 | $ 16 | |
Aggregate Fair Value | |||
Aggregate fair value, beginning balance | $ 25,556 | $ 0 | |
Granted | 0 | 25,556 | |
Vested | (8,519) | 0 | |
Forfeited | (4,259) | 0 | |
Aggregate fair value, ending balance | $ 12,778 | $ 25,556 |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Market-Based Performance-Vesting RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Risk-free interest rate | 1.27% | |
Expected volatility | 65% | |
Cost of equity | 15% |
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, 2021 shares | |
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 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net income (loss) | $ (194,056) | $ 86,418 | $ (47,352) |
Less: Income allocated to participating securities | 0 | 53,310 | 0 |
Net income (loss) attributable to common stockholders – basic | (194,056) | 33,108 | (47,352) |
Plus: Income allocated to non-participating securities | 0 | 2,285 | 0 |
Net income (loss) attributable to common stockholders - diluted | $ (194,056) | $ 35,393 | $ (47,352) |
Denominator: | |||
Basic weighted-average common shares outstanding (in shares) | 148,024,749 | 52,815,449 | 16,315,730 |
Dilutive potential common stock issuable: | |||
Diluted weighted-average shares outstanding (in shares) | 148,024,749 | 59,635,384 | 16,315,730 |
Net income (loss) attributable to common stockholders per share | |||
Basic (in dollars per share) | $ (1.31) | $ 0.63 | $ (2.90) |
Diluted (in dollars per share) | $ (1.31) | $ 0.59 | $ (2.90) |
Common Stock | |||
Dilutive potential common stock issuable: | |||
Stock warrants (in shares) | 0 | 81,517 | 0 |
Preferred Stock | |||
Dilutive potential common stock issuable: | |||
Stock warrants (in shares) | 0 | 37,074 | 0 |
Stock options | |||
Dilutive potential common stock issuable: | |||
Stock options and restricted stock units (in shares) | 0 | 6,631,061 | 0 |
Restricted stock units | |||
Dilutive potential common stock issuable: | |||
Stock options and restricted stock units (in shares) | 0 | 70,283 | 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 26,257,634 | 13,281,421 | 102,215,402 |
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 | 0 | 83,526,065 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,102,853 | 2,724,654 | 8,344,752 |
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 | 0 | 316,666 |
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) | 18,681,701 | 10,556,767 | 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 | 0 | 9,872,293 |
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 | 0 | 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 | 0 | 79,882 |
ESPP – shares assumed to be repurchased | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 473,080 | 0 | 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Tax Credit Carryforward [Line Items] | |||||
Effective tax rate | 4.80% | 27.50% | 0% | ||
Valuation allowance increase (decrease) | $ (36,000) | $ (20,200) | |||
Tax credit carryforwards, research | 3,508 | 942 | |||
Tax credit carryforwards | 800 | ||||
Unrecognized tax benefits | 2,706 | 3,405 | $ 1,045 | $ 705 | |
Unrecognized tax benefits that would impact effective tax rate | 1,700 | ||||
Unrecognized tax benefits, interest and penalties | 400 | 0 | |||
California Competes Tax Credit | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward | $ 20,000 | ||||
Tax credit carryforward term | 5 years | ||||
Tax credit carryforward, annual amount | $ 4,000 | ||||
U.S. State | |||||
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance increase (decrease) | 9,800 | ||||
Operating loss carryforwards | 141,600 | ||||
Operating loss carryforwards, subject to expiration | 141,600 | ||||
Operating loss carryforwards, subjected to limitation related to utilization | 29,900 | ||||
U.S. State | California Franchise Tax Board | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforwards | 3,400 | ||||
Domestic Tax Authority | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating loss carryforwards | 51,900 | ||||
Operating loss carryforwards, subject to expiration | 5,800 | ||||
Operating loss carryforwards, not subject to expiration | 46,100 | ||||
Tax credit carryforwards, research | 1,700 | ||||
Operating loss carryforwards, subjected to limitation related to utilization | 9,700 | ||||
Section 174 Capitalization | |||||
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance increase (decrease) | $ 26,100 | ||||
Federal and State Differences for Tax Depreciation and Utilization | |||||
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance increase (decrease) | $ (20,200) |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
U.S. federal | $ (4,860) | $ 9,483 | $ 0 |
State | (1,425) | 19,808 | 0 |
Foreign | 5 | 0 | 0 |
Deferred: | |||
U.S. federal | (3,468) | 3,468 | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Income tax (benefit) expense | $ (9,748) | $ 32,759 | $ 0 |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory tax rate | 21% | 21% | 21% |
State and local income taxes, net of federal tax benefit | 4.10% | 7.40% | 7.70% |
Permanent differences | 0.20% | (0.50%) | (1.80%) |
Change in valuation allowance | (17.70%) | (17.00%) | (30.80%) |
Tax credits | 2.60% | (1.50%) | 3.30% |
Non-deductible convertible note adjustments | 0% | 14.10% | 0% |
Sec. 162(m) limitation | (3.80%) | 2.80% | 0% |
Uncertain tax position reserves | 0.30% | 1.30% | (0.70%) |
Stock-based compensation | (2.00%) | (1.50%) | 1.30% |
Tax rate change | (1.40%) | 0% | 0% |
Other | 1.50% | 1.40% | 0% |
Effective tax rate | 4.80% | 27.50% | 0% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 19,175 | $ 6,180 |
Research and development credits | 3,508 | 942 |
Operating lease liability | 13,010 | 14,484 |
Share-based compensation | 6,836 | 4,801 |
Accruals and reserves | 21,351 | 5,740 |
Capitalized R&D expenses | 24,220 | 0 |
Deferred revenue | 0 | 24,976 |
State taxes | 0 | 2,769 |
Other | 747 | 0 |
Gross deferred tax assets | 88,847 | 59,892 |
Deferred tax liabilities: | ||
Operating right-of-use asset | 21,437 | 21,471 |
Depreciation and amortization | 17,752 | 28,207 |
Gross deferred tax liabilities | 39,189 | 49,678 |
Gross deferred tax assets/(liabilities) | 49,658 | 10,214 |
Valuation allowance | (49,658) | (13,682) |
Net deferred tax asset/(liabilities) | $ 0 | $ (3,468) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at January 1 | $ 3,405 | $ 1,045 | $ 705 |
Increases related to prior year tax positions, net | 0 | 1,360 | 0 |
Reductions based on tax positions related to prior years | (1,673) | 0 | 0 |
Increases related to current year tax positions | 973 | 1,000 | 340 |
Balance at December 31 | $ 2,706 | $ 3,405 | $ 1,045 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 12 Months Ended | |||||||
Jan. 05, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) letter_of_credit | Dec. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) | Jul. 31, 2021 USD ($) | Feb. 28, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Restructuring expense | $ 2,020,000 | $ 0 | $ 0 | |||||
Number of LOC's in effect | letter_of_credit | 1 | |||||||
Restricted cash | 800,000 | $ 13,800,000 | $ 800,000 | |||||
Cost Reduction Plan | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Severance costs, non-cash | $ 300,000 | |||||||
Minimum | Cost Reduction Plan | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Severance costs | 6,000,000 | |||||||
Maximum | Cost Reduction Plan | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Severance costs | $ 8,000,000 | |||||||
Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 0 | |||||||
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, Remaining Letters Of Credit | East West Bank | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 6,000,000 | $ 6,000,000 | ||||||
Revolving Credit Facility | Secured Revolving Facility Agreement | East West Bank | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||
Letter of Credit | Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding | 13,000,000 | |||||||
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 | |||||||
Letter of Credit | Secured Revolving Facility Agreement | East West Bank | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining borrowing capacity | $ 87,000,000 | |||||||
Letter of Credit | Secured Revolving Facility Agreement | East West Bank | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 |
Uncategorized Items - hlth-2022
Label | Element | Value |
Convertible Debt [Member] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue | $ 0 |
Redeemable Convertible Preferred Stock Warrants [Member] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue | $ 0 |