Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 04, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40824 | ||
Entity Registrant Name | Cue Health Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-1562193 | ||
Entity Address, Address Line One | 4980 Carroll Canyon Rd | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | 858 | ||
Local Phone Number | 412-8151 | ||
Title of 12(b) Security | Common Stock, $0.00001 par value | ||
Trading Symbol | HLTH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 50 | ||
Entity Common Stock, Shares Outstanding | 158,516,303 | ||
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 | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Name | BDO USA, P.C. |
Auditor Location | San Diego, California |
Auditor Firm ID | 243 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 80,889 | $ 241,530 |
Restricted cash | 800 | 800 |
Accounts receivable, net of allowance for credit losses ($22 and $2,311, respectively) | 1,352 | 18,751 |
Inventories, net - current | 14,039 | 82,210 |
Prepaid expenses | 8,479 | 15,728 |
Other current assets | 4,803 | 12,134 |
Total current assets | 110,362 | 371,153 |
Non-current inventories | 56,273 | 25,436 |
Property and equipment, net | 72,096 | 189,275 |
Right-of-use assets operating leases | 78,519 | 85,321 |
Intangible assets, net | 19,644 | 16,867 |
Other non-current assets | 2,893 | 6,528 |
Total assets | 339,787 | 694,580 |
Current liabilities: | ||
Accounts payable | 7,705 | 7,150 |
Accrued liabilities and other current liabilities | 29,300 | 52,378 |
Deferred revenue, current | 162 | 1,566 |
Operating lease liabilities, current | 5,142 | 7,739 |
Finance lease liabilities, current | 1,157 | 2,362 |
Total current liabilities | 43,466 | 71,195 |
Operating leases liabilities, net of current portion | 41,640 | 44,045 |
Finance lease liabilities, net of current portion | 0 | 849 |
Other non-current liabilities | 4,429 | 1,997 |
Total liabilities | 89,535 | 118,086 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Common stock, $0.00001 par value; 500,000,000 and 500,000,000 shares authorized, 155,304,764 and 150,406,014 issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 2 | 1 |
Additional paid-in-capital | 841,788 | 794,567 |
Accumulated deficit | (591,538) | (218,074) |
Total stockholders’ equity | 250,252 | 576,494 |
Total liabilities and stockholders’ equity | $ 339,787 | $ 694,580 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 22 | $ 2,311 |
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) | 155,304,764 | 150,406,014 |
Common stock, shares outstanding (in shares) | 155,304,764 | 150,406,014 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Revenue | $ 70,936,000 | $ 483,476,000 | $ 618,107,000 |
Operating costs and expenses: | |||
Sales and marketing | 32,584,000 | 88,580,000 | 28,729,000 |
Research and development | 150,620,000 | 171,452,000 | 42,829,000 |
General and administrative | 57,355,000 | 97,103,000 | 79,788,000 |
Impairment of long-lived assets | 83,639,000 | 0 | 0 |
Restructuring expense | 14,500,000 | 2,020,000 | 0 |
Total operating costs and expenses | 465,789,000 | 689,128,000 | 427,888,000 |
(Loss) income from operations | (394,853,000) | (205,652,000) | 190,219,000 |
Interest income | 6,240,000 | 3,328,000 | 108,000 |
Interest expense | (1,159,000) | (645,000) | (9,809,000) |
Change in fair value of redeemable convertible preferred stock warrants | 0 | 0 | 53,000 |
Change in fair value of convertible notes | 0 | 0 | (59,560,000) |
Loss on extinguishment of debt | 0 | 0 | (1,998,000) |
Tax credits | 20,939,000 | 0 | 0 |
Other income (expense), net | 162,000 | (835,000) | 164,000 |
Net (loss) income before income taxes | (368,671,000) | (203,804,000) | 119,177,000 |
Income tax expense (benefit) | 4,793,000 | (9,748,000) | 32,759,000 |
Net (loss) income | $ (373,464,000) | $ (194,056,000) | $ 86,418,000 |
Net (loss) income per share attributable to common stockholders – basic (in dollars per share) | $ (2.44) | $ (1.31) | $ 0.63 |
Weighted-average number of shares used in computation of net (loss) income per share attributable to common stockholders – basic (in shares) | 152,877,306 | 148,024,749 | 52,815,449 |
Net (loss) income per share attributable to common stockholders – diluted (in dollars per share) | $ (2.44) | $ (1.31) | $ 0.59 |
Weighted-average number of shares used in computation of net (loss) income per share attributable to common stockholders – diluted (in shares) | 152,877,306 | 148,024,749 | 59,635,384 |
Product revenue | |||
Revenue | |||
Revenue | $ 64,223,000 | $ 474,166,000 | $ 615,796,000 |
Operating costs and expenses: | |||
Cost of product revenue | 127,091,000 | 329,973,000 | 276,542,000 |
Grant and other revenue | |||
Revenue | |||
Revenue | $ 6,713,000 | $ 9,310,000 | $ 2,311,000 |
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, 2020 | 8,350,743 | 46,176,715 | 28,998,607 | ||||
Beginning balance at Dec. 31, 2020 | $ 7,519 | $ 66,186 | $ 102,618 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Exercise of redeemable convertible preferred stock warrants (in shares) | 48,513 | 31,369 | |||||
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 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 27,995,780 | ||||||
Beginning balance at Dec. 31, 2020 | $ (101,400) | $ 0 | $ 9,036 | $ (110,436) | |||
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 | ||||||
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) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of common stock options, including ESPP activity (in shares) | 169,515 | 1,468,568 | |||||
Exercise of common stock options, including ESPP activity | $ 372 | $ 1 | 371 | ||||
Tax withholding on exercise of stock options and issuance of shares from restricted stock units (in shares) | (1,936,140) | ||||||
Tax withholding on exercise of stock options and issuance of shares from restricted stock units | (1,729) | (1,729) | |||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 5,366,322 | ||||||
Stock-based compensation | 48,735 | 48,735 | |||||
Other | (156) | (156) | |||||
Net income (loss) | $ (373,464) | (373,464) | |||||
Ending balance (in shares) at Dec. 31, 2023 | 155,304,764 | 155,304,764 | |||||
Ending balance at Dec. 31, 2023 | $ 250,252 | $ 2 | $ 841,788 | $ (591,538) |
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, 2023 | 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) | 1,299,053,000 | 147,463,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net (loss) income | $ (373,464,000) | $ (194,056,000) | $ 86,418,000 |
Adjustments to reconcile net (loss) income to net cash, cash equivalents and restricted cash used in operations | |||
Depreciation and amortization | 56,278,000 | 48,972,000 | 32,826,000 |
(Recoveries) allowance for credit losses provision | (320,000) | (2,019,000) | (318,000) |
Change in fair value of redeemable convertible preferred stock warrant liabilities | 0 | 0 | (53,000) |
Change in fair value of convertible notes | 0 | 0 | 59,560,000 |
Stock-based compensation expense | 48,735,000 | 64,291,000 | 42,979,000 |
Loss on extinguishment of debt | 0 | 0 | 1,998,000 |
Non-cash lease expense | 9,326,000 | 8,480,000 | 5,318,000 |
Convertible notes issuance costs | 0 | 0 | 6,000,000 |
Deferred income taxes | 0 | (3,468,000) | 3,468,000 |
Interest on finance leases | 59,000 | 168,000 | 218,000 |
Stock-based compensation expense from issuance of fully vested warrant to vendor | 0 | 0 | 1,239,000 |
Non-cash interest expense | 281,000 | 440,000 | 2,883,000 |
Impairment of long-lived assets | 83,639,000 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 17,719,000 | 87,857,000 | (100,104,000) |
Inventories | 37,334,000 | (19,258,000) | (51,546,000) |
Prepaid expenses and other current assets | 11,062,000 | 20,280,000 | (38,987,000) |
Other non-current assets | (476,000) | (5,014,000) | (4,005,000) |
Accounts payable, accrued liabilities and other current liabilities | (22,948,000) | (1,387,000) | 44,823,000 |
Income taxes payable | 3,894,000 | (10,218,000) | 11,185,000 |
Deferred revenue | (1,404,000) | (90,882,000) | (90,648,000) |
Operating lease liabilities | (7,526,000) | (16,105,000) | (18,203,000) |
Other non-current liabilities | 0 | 0 | (4,500,000) |
Net cash, cash equivalents and restricted cash used in operating activities | (137,811,000) | (111,919,000) | (9,449,000) |
Cash flows from investing activities | |||
Purchases of property and equipment | (9,169,000) | (50,181,000) | (108,848,000) |
Expenditures for software development and other intangible assets | (10,630,000) | (12,850,000) | (6,869,000) |
Net cash, cash equivalents and restricted cash used in investing activities | (19,799,000) | (63,031,000) | (115,717,000) |
Cash flows from financing activities | |||
Proceeds from convertible notes | 0 | 0 | 235,480,000 |
Proceeds from exercise of redeemable convertible preferred stock warrant | 0 | 0 | 89,000 |
Payments of issuance costs of convertible notes | 0 | 0 | (6,000,000) |
Proceeds from exercise of common stock options | 113,000 | 2,646,000 | 432,000 |
Proceeds from exercise of common stock warrant | 0 | 0 | 77,000 |
Proceeds from issuance of common stock at public offering | 0 | 0 | 230,000,000 |
Payments of issuance costs of public offering | 0 | 0 | (24,044,000) |
Proceeds from debt | 0 | 0 | 82,250,000 |
Tax withholding on exercise of stock options and restricted stock units | (1,729,000) | (6,862,000) | (4,586,000) |
Proceeds from employee stock purchase plan activity | 698,000 | 1,234,000 | 0 |
Debt issuance and prepayment costs | 0 | (599,000) | (2,128,000) |
Repayment of debt | 0 | 0 | (87,684,000) |
Payments for finance leases | (2,113,000) | (2,849,000) | (4,265,000) |
Net cash, cash equivalents and restricted cash (used in) provided by financing activities | (3,031,000) | (6,430,000) | 419,621,000 |
Net change in cash, cash equivalents and restricted cash | (160,641,000) | (181,380,000) | 294,455,000 |
Cash, cash equivalents and restricted cash, beginning balance | 242,330,000 | 423,710,000 | 129,255,000 |
Cash, cash equivalents and restricted cash, ending balance | 81,689,000 | 242,330,000 | 423,710,000 |
Reconciliation of cash, cash equivalents, and restricted cash | |||
Cash and cash equivalents | 80,889,000 | 241,530,000 | 409,873,000 |
Restricted cash, current | 800,000 | 800,000 | 13,837,000 |
Total cash, cash equivalents and restricted cash | 81,689,000 | 242,330,000 | 423,710,000 |
Supplemental disclosure for cash flow information | |||
Cash paid for taxes | 262,000 | 3,789,000 | 18,106,000 |
Cash paid for interest | 0 | 0 | 767,000 |
Supplemental disclosure for non-cash investing and financing matters | |||
Early exercised stock options liability | 0 | 0 | 152,000 |
Right-of-use assets obtained in exchange for lease obligations | 0 | 2,611,000 | 48,211,000 |
Prepaid rent reclassified to right-of-use assets | 0 | 50,000 | 15,966,000 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 2,948,000 | 974,000 | 6,765,000 |
Software development costs included in accounts payable | 70,000 | 0 | 758,000 |
Conversion of redeemable convertible preferred stock into common stock | 0 | 0 | 177,691,000 |
Exercise of redeemable convertible preferred stock warrant | 0 | 0 | 1,278,000 |
Conversion of convertible notes | $ 0 | $ 0 | $ 297,792,000 |
BUSINESS AND BASIS OF ACCOUNTIN
BUSINESS AND BASIS OF ACCOUNTING | 12 Months Ended |
Dec. 31, 2023 | |
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 that uses diagnostic-enabled care to empower people to live their healthiest lives. The Cue Health platform offers individuals and healthcare providers convenient and personalized access to lab-quality diagnostic tests at home and at the point-of-care, as well as on-demand telehealth consultations and treatment options for a wide range of health and wellness needs. 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 subsidiaries, 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, equity-based compensation expense, product warranty reserve, the usage and recoverability of its inventories, long-lived assets, intangible assets and net deferred tax assets (net of related valuation allowance). 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 $0.6 million, $10.6 million and $1.0 million, for the years ended December 31, 2023, 2022 and 2021, respectively. Long-lived assets, which consist of property and equipment, located outside of the United States were $0.3 million and $4.7 million as of December 31, 2023 and 2022, respectively. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS Cash and Cash Equivalents Cash and cash equivalents consist of bank deposits. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted Cash Restricted cash consists primarily of cash that serves as collateral for the Company’s standby letters of credit. Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash relates to acquiring long-term assets, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is classified as a long-term asset. Otherwise, restricted cash is presented in current assets in the consolidated balance sheets. As of December 31, 2023 and 2022, the Company had $0.8 million and $0.8 million of restricted cash. Accounts Receivable Under ASU 2016-13, the Company is required to remeasure expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable forecasts. The allowance for credit losses represents the Company’s estimate of expected credit losses relating to these factors. Amounts are written off against the allowances for credit losses 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 one customer that represented more than 10% of total product revenue for the year ended December 31, 2023, at 57%. For the year ended December 31, 2022, the Company had two customers that represented more than 10% of product revenue at 54% and 20%, respectively. 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. As of December 31, 2023, accounts receivable from three customers with balances due in excess of 10% of total accounts receivable were 27%, 20%, and 14%. As of December 31, 2022, accounts receivable from one customer with balances due in excess of 10% of total accounts receivable was 54%. The Company purchases certain components for its products from three 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 expensed as 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, Cue Reader component parts, and cartridge 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 customers with the right to receive a replacement Cue Cartridge for unexpired 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 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, 2023 2022 2021 Balance at beginning of year $ 6,660 $ 4,865 $ — Provision for warranties (including changes in estimates) 1,275 18,141 7,744 Settlements (5,297) (16,346) (2,879) Balance at end of year $ 2,638 $ 6,660 $ 4,865 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. 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. 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. During the development stage of internal-use software, the Company capitalizes certain eligible costs associated with the software development, in accordance with ASC 350-40, Internal-Use Software. The capitalized costs primarily consist of direct labor and third-party contractor fees. In-process software development consists of software costs incurred in the development of internal-use software not yet implemented. The software is expected to be implemented no later than one year from the commencement date of development. Once the software is implemented and ready for its intended use, the Company will begin amortizing the capitalized costs. 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, 2023 and 2022, the Company’s capitalized implementation costs for cloud computing arrangements, net consisted of the following: Year Ended December 31, 2023 2022 Capitalized implementation costs $ 10,702 $ 10,265 Accumulated amortization expense (8,178) (4,348) Cloud computing arrangement, net $ 2,524 $ 5,917 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 $3.8 million, $4.0 million , and $0.3 million for the years ended December 31, 2023, 2022 and 2021, 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 operati ons. There were no deferred offering costs recorded in the Company’s consolidated balance sheets as of December 31, 2023. 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. Based on management’s judgment about our anticipated ability to continue to use fixed assets in-service and under development, current economic and market conditions and their effects based on information available as of the date of these consolidated financial statements, the Company recorded an impairment charge of $83.6 million during the year ended December 31, 2023. There were no impairment charges recorded for the years ended December 31, 2022 and 2021. 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. At-home health and wellness test kits and related consultation results form a single performance obligation. 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 time as the service is provided, reflecting the ongoing access to the dashboard and the continuous benefit derived by the customer over the term of the service. This approach is consistent with the transfer of control over time, as the customer simultaneously receives and consumes the benefits of the service. Cue Enterprise Dashboard revenue is not material. 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. Revenue from telemedicine services is recognized at a point in time at the inception of the contract with a customer, as the customer's right to access telemedicine services is considered to be fully provided and available upon contract inception. The Company has performance obligations related to Cue Pharmacy, which enables individuals to connect with a healthcare provider and be prescribed medications. Revenue allocated to Cue Pharmacy medication sales 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. The Company has performance obligations related to Cue Lab, a collection of at-home test kits for a wide variety of diagnostic panels and standalone at home tests. Revenue allocated to Cue Lab sales is recognized when control of the promised goods has transferred to customers, generally upon delivery of test results. 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. 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 has elected to apply the practical expedient related to the expensing of incremental costs of obtaining a contract. Under this practical expedient, if the amortization period of the asset that the Company would have otherwise recognized is one year or less, these costs are expensed as incurred. 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, 2023, 2022 and 2021. Deferred Revenue 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 BARDA. Contract Assets and Liabilities Contract assets primarily relate to the Company’s conditional right to consideration for performance obligations satisfied but not billed at the reporting date. Contract liabilities are recorded when cash is received prior to recording revenue. See Note 3, Revenue Recognition , for details regarding the activity related to contract assets and 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. Cost of product revenue excludes long-lived asset impairment charges. Shipping and Handling Costs The Company elected to account for shipping and handling as activities to fulfill the promise of 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, 2023, 2022 and 2021, advertising costs were $2.9 million, $42.3 million, and $15.4 million respectively. 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. 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 the board of directors determines the number of shares, the term, the frequency and date, the type, the exercise periods, any performance criteria pursuant to which awards may be granted, and the restrictions and other terms and conditions of each grant in accordance with terms of the plan. The C ompany recognizes forfeitures as incurred. The BSM option pricing model incorporates various estimates, including the fair value of the Company’s common stock, expected volatility, expected term and risk-free interest rates. The weighted-average expected term of options was calculated using the simplified method. This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. In addition, due to the Company’s limited historical data, the estimated volatility incorporates the historical volatility over the expected term of the award of comparable companies whose share prices are publicly available. The risk-free interest rate for periods within the contractual term of the option is based on the U.S. Treasury yield in effect at the time of grant. The dividend yield was zero, as the Company has never declared or paid dividends and has no plans to do so in the foreseeable future. The fair value of restricted stock units (RSUs) is determined based on the fair value of the Company’s common stock at the grant date. The RSUs generally have a vesting term of four years. For RSUs with performance-based vesting conditions, compensation cost is recognized when it is probable that the performance criteria will be achieved. For RSUs with market-based vesting conditions, compensation cost is based on the fair value of the award at grant date and recorded over the requisite service period. Compensation cost is not adjusted if the market condition is not met, as long as the requisite service is provided. The Company estimates the fair value of stock-based payment for awards with market conditions on the date of grant using a Monte Carlo simulation model. Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There have been no items qualifying as other comprehensive income (loss) and, therefore, the Company’s comprehensive income (loss) was the same as its reported net income (loss). Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the bases of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. Transfers of Financial Assets The Company accounts for transfers of financial assets as sales when it has surrendered control over the related assets. Whether control has been relinquished requires, among other things, an evaluation of relevant legal considerations and an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred. Gains and losses stemming from transfers reported as sales are included in other income, net in the consolidated statements of operations. Assets obtained and liabilities incurred in connection with transfers reported as sales are initially recognized in the balance sheet at fair value. Employee Retention Credit Tax credits within the accompanying consolidated statement of operations is attributable to the one-time receipt of the Employee Retention Tax Credit from the Internal Revenue Service (the "IRS"). As a response to the COVID-19 outbreak, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which contained a number of programs to assist workers, families and businesses. Part of the CARES Act provides an Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes equal to 50% of qualified wages paid, up to $10,000 per employee annually, from March 12, 2020 through January 1, 2021. Additional relief provisions were passed by the United States government, which extended and expanded the qualified wage caps on these credits to 70% of qualified wages paid through June 30, 2021 and 100% of qualified wages paid through December 31, 2021, up to $10,000 per employee per quarter. The Company filed for the periods 2020-2021 to claim a refund for the ERC. The Company elected to account for the ERC under ASC 958-605 when the conditions had been substantially met, which was determined to be in the third quarter of 2023. As of December 31, 2023, the Company received payments from the IRS related to the ERC and recorded $20.9 million within Tax credits in the accompanying consolidated statements of operations. Going Concern The Company’s operations have been primarily financed through a combination of its proceeds from its initial |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Product Revenue Disaggregation of product revenue by type of customer for the years ended December 31, 2023, 2022, and 2021 respectively: Year Ended 2023 2022 2021 Private sector customers $ 62,586 $ 374,467 $ 232,838 Public sector entities 1,637 99,699 382,958 Total product revenue $ 64,223 $ 474,166 $ 615,796 Product revenue for the years ended December 31, 2023, 2022 and 2021 includes $2.5 million, $8.0 million, and $0.5 million, respectively, of service revenue generated from telemedicine and proctoring services provided to customers. Revenue generated from proctoring is recognized over the term of the contracts with customers. The following table sets forth the Company’s product gross (loss) profit and product gross (loss) profit margin for the years ended December 31, 2023, 2022, and 2021: Year Ended 2023 2022 2021 Product revenue $ 64,223 $ 474,166 $ 615,796 Cost of product revenue 127,091 329,973 276,542 Product gross (loss) profit $ (62,868) $ 144,193 $ 339,254 Product gross (loss) profit margin (98) % 30 % 55 % 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 agreement term ended upon completion of the Company’s performance obligations in December 2021. During the fourth quarter of 2022, the Company 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, 2023 and 2022, respectively . Contract Assets and Liabilities Contracts assets were $0.3 million, $0.3 million, and $1.1 million as of December 31, 2023, 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, 2023 2022, and 2021, is as follows: Amount Balance at January 1, 2021 $ 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 Unearned revenue from cash received during the period, excluding amounts recognized as revenue during the period 162 Revenue recognized related to contract liability balance at the beginning of the period (1,566) Balance at December 31, 2023 $ 162 The Company recognized $89.8 million of d eferred revenue related to our agreement with the U.S. DoD during the year ended December 31, 2021. Grant and Other Revenue Grant and other revenue primarily relates to a cost reimbursement agreement with the BARDA. BARDA Contracts 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 extended 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 origina l 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 and in May 2023, the period of performance was subsequently extended to December 2023. In December 2023, the period of performance was extended to February 2024. In February 2024, an additional $0.6 million of funding was added to the contract and the period of performance was extended to September 2024. In August 2023, the Company was awarded a new contract for $28.3 million by BARDA to develop an Influenza A/B, RSV, and COVID-19 molecular multiplex test for both over-the-counter and point-of-care use. The Company recognizes revenue from its BARDA contracts 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 $6.3 million, $9.1 million and $2.2 million of revenue related to the agreement with BARDA during the years ended December 31, 2023, 2022 and 2021, respectively. Accounts Receivable The activity related to the allowance for credit losses for the years ended December 31, 2023 and 2022 is as follows: Year Ended 2023 2022 2021 Allowance for credit losses, beginning balance $ 2,311 $ 318 $ — Provision for credit losses, net of recoveries (320) 2,019 318 Write-offs (1,969) (26) — Allowance for credit losses, ending balance $ 22 $ 2,311 $ 318 Receivables Purchase Agreement On June 1, 2023, the Company entered into a Receivables Purchase Agreement (the “Purchase Agreement”) with East West Bank, a California state-chartered bank (the “Purchaser”), pursuant to which, among other things, the Company may sell certain of the indebtedness and other payment obligations owed to the Company to the Purchaser in an amount of up to $20 million without recourse in exchange for cash. Transactions under the Purchase Agreement, which matures on June 1, 2024, are accounted for as sales under ASC 860, Transfers and Servicing of Financial Assets, with the sold receivables removed from the Company’s balance sheet. Under the Purchase Agreement, the Company does not maintain any beneficial interest in the receivables sold. The Company performs limited administrative services on behalf of the Purchaser since the receivables are trade receivables, but otherwise maintains no significant continuing involvement with respect to the receivables. Sale proceeds that are representative of the fair value of factored receivables, less a factoring fee of the Wall Street Journal prime rate with a floor of 5.50%, are reflected in cash flows from operating activities on the consolidated statements of cash flows. During the years ended December 31, 2023 and 2022, the Company received cash proceeds of $9.1 million and $0, respectively, from the sales of accounts receivables under the Purchase Agreement. The Company’s loss on these transactions, the cost of factoring such receivables, is reflected in other income, net on the consolidated statements of operations, and were not material during the year ended December 31, 2023. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES As of December 31, 2023 and 2022, the Company’s inventories consisted of the following: December 31, 2023 2022 Raw materials $ 70,358 $ 80,968 Work-in-process 5,325 14,305 Finished goods 37,823 37,867 Reserve (43,194) (25,494) Total inventories 70,312 107,646 Non-current inventories (56,273) (25,436) Total inventories, current $ 14,039 $ 82,210 As of December 31, 2023, 2022, and 2021, the inventories reserve consists of the following activity: December 31, 2023 2022 2021 Balance at beginning of year $ 25,494 $ 2,668 $ 789 Provision for inventory reserve 25,616 56,242 2,519 Write-offs (7,916) (33,416) (640) Balance at end of year $ 43,194 $ 25,494 $ 2,668 |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | PREPAID EXPENSES As of December 31, 2023 and 2022, the Company’s prepaid expenses consisted of the following: December 31, 2023 2022 Prepaid expense $ 7,310 $ 11,523 Prepaid inventory 1,169 4,205 Total prepaid expenses $ 8,479 $ 15,728 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET As of December 31, 2023 and 2022, the Company’s property and equipment, net consisted of the following: December 31, 2023 2022 Construction in progress $ 2,114 $ 32,412 Machinery and equipment 114,747 214,702 Leasehold improvements 24,214 23,233 Furniture and fixtures 2,013 1,883 Property and equipment 143,088 272,230 Accumulated depreciation and amortization (70,992) (82,955) Total property and equipment, net $ 72,096 $ 189,275 Depreciation and amortization expense related to property and equipment was $44.5 million , $38.7 million and $30.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The carrying value of assets under finance leases within property and equipment as of December 31, 2023 and 2022 was $4.8 million a nd $7.3 million, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS As of December 31, 2023, the Company’s intangible assets consisted of the following: Gross Amount Accumulated Amortization Net Carrying Value Capitalized software $ 31,551 $ (13,340) $ 18,211 Other 920 (307) 613 Intangible assets, net 32,471 (13,647) 18,824 In-process software development 820 — 820 Total intangible assets $ 33,291 $ (13,647) $ 19,644 As of December 31, 2022, the Company’s intangible assets consisted of the following: Gross Amount Accumulated Amortization Net Carrying Value Capitalized software $ 19,052 $ (5,724) $ 13,328 Intangible assets, net 19,052 (5,724) 13,328 In-process software development 3,539 — 3,539 Total intangible assets $ 22,591 $ (5,724) $ 16,867 Amortization expense related to intangible assets placed in service was $7.9 million, $3.7 million, and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Estimated amortization expense for each of the years ending December 31 is as follows: 2024 $ 9,831 2025 6,388 2026 2,605 Total amortization expense $ 18,824 TrustedMedRx Acquisition On March 22, 2023, CHP HC, LLC, a wholly-owned subsidiary of the Company, entered into a definitive agreement to acquire TrustedMedRx, LLC, a privately-held pharmacy, which holds operating licenses in various jurisdictions. The purchase was completed on May 4, 2023, and is expected to enhance the Company's presence in the retail pharmacy market and expand its product and service offerings. The total purchase price was $0.7 million and the Company incurred acquisition costs of $0.2 million |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
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 less than one year. The Company’s operating leases relate to the Company’s manufacturing facilities and office space and have remaining terms from one year to eight 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 two renewal options to extend the lease, each for an additional five years, 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 with two renewal options to extend the lease, each for an additional five years. The Company is reasonably certain to exercise one renewal option to extend the lease term for an additional five years and is not reasonably certain to exercise the second renewal option. 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, 2023 and 2022 were as follows: December 31, Balance Sheet Location 2023 2022 Assets Right-of-use assets operating leases Operating lease right-of-use assets $ 78,519 $ 85,321 Right-of-use assets finance leases Property and equipment, net 4,844 7,264 Liabilities Operating lease liabilities (current) Operating lease liabilities, current 5,142 7,739 Finance lease liabilities (current) Finance lease liabilities, current 1,157 2,362 Operating lease liabilities (non-current) Operating lease liabilities, net of current portion 41,640 44,045 Finance lease liabilities (non-current) Finance lease liabilities, net of current portion — 849 The components of lease cost for the years ended December 31, 2023, 2022, and 2021 were as follows: Year Ended December 31, 2023 2022 2021 Operating lease cost $ 12,062 $ 11,474 $ 7,983 Finance lease cost: Amortization of right-of-use assets 2,420 2,557 1,854 Interest on lease liabilities 59 168 218 Total lease cost $ 14,541 $ 14,199 $ 10,055 As of December 31, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2024 $ 7,591 $ 1,163 2025 7,783 — 2026 8,066 — 2027 8,153 — 2028 7,585 — Thereafter 17,472 — Total lease payments 56,650 1,163 Less: Imputed interest (9,868) (6) Total $ 46,782 $ 1,157 The supplemental cash flow information related to leases for the years ended December 31, 2023, 2022, and 2021 was as follows: Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,526 $ 16,105 $ 20,867 Operating cash flows from finance leases $ 59 $ 168 $ 218 Financing cash flows from finance leases $ 2,113 $ 2,849 $ 2,124 The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2023 and 2022 was as follows: December 31, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 7.0 0.6 8.0 1.3 Weighted-average discount rate 5.7% 2.5% 5.7% 3.4% Sublease In November 2023, the Company entered into a sublease agreement with a third party to lease office space under an existing operating lease for a term of 26 months. The Company presents sublease income separately from the lease expense associated with the head lease (gross presentation), as the arrangement does not meet the criteria for contract combination. The sublease has been classified as an operating lease, and income from the sublease is recognized on a straight-line basis over the lease term which is in other income (expense), net. Sublease income was not significant for the year-ended December 31, 2023. Lease Termination |
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 less than one year. The Company’s operating leases relate to the Company’s manufacturing facilities and office space and have remaining terms from one year to eight 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 two renewal options to extend the lease, each for an additional five years, 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 with two renewal options to extend the lease, each for an additional five years. The Company is reasonably certain to exercise one renewal option to extend the lease term for an additional five years and is not reasonably certain to exercise the second renewal option. 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, 2023 and 2022 were as follows: December 31, Balance Sheet Location 2023 2022 Assets Right-of-use assets operating leases Operating lease right-of-use assets $ 78,519 $ 85,321 Right-of-use assets finance leases Property and equipment, net 4,844 7,264 Liabilities Operating lease liabilities (current) Operating lease liabilities, current 5,142 7,739 Finance lease liabilities (current) Finance lease liabilities, current 1,157 2,362 Operating lease liabilities (non-current) Operating lease liabilities, net of current portion 41,640 44,045 Finance lease liabilities (non-current) Finance lease liabilities, net of current portion — 849 The components of lease cost for the years ended December 31, 2023, 2022, and 2021 were as follows: Year Ended December 31, 2023 2022 2021 Operating lease cost $ 12,062 $ 11,474 $ 7,983 Finance lease cost: Amortization of right-of-use assets 2,420 2,557 1,854 Interest on lease liabilities 59 168 218 Total lease cost $ 14,541 $ 14,199 $ 10,055 As of December 31, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2024 $ 7,591 $ 1,163 2025 7,783 — 2026 8,066 — 2027 8,153 — 2028 7,585 — Thereafter 17,472 — Total lease payments 56,650 1,163 Less: Imputed interest (9,868) (6) Total $ 46,782 $ 1,157 The supplemental cash flow information related to leases for the years ended December 31, 2023, 2022, and 2021 was as follows: Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,526 $ 16,105 $ 20,867 Operating cash flows from finance leases $ 59 $ 168 $ 218 Financing cash flows from finance leases $ 2,113 $ 2,849 $ 2,124 The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2023 and 2022 was as follows: December 31, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 7.0 0.6 8.0 1.3 Weighted-average discount rate 5.7% 2.5% 5.7% 3.4% Sublease In November 2023, the Company entered into a sublease agreement with a third party to lease office space under an existing operating lease for a term of 26 months. The Company presents sublease income separately from the lease expense associated with the head lease (gross presentation), as the arrangement does not meet the criteria for contract combination. The sublease has been classified as an operating lease, and income from the sublease is recognized on a straight-line basis over the lease term which is in other income (expense), net. Sublease income was not significant for the year-ended December 31, 2023. Lease Termination |
ACCRUED LIABILITIES AND OTHER C
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
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) $ 480 $ 4,488 Accrued payroll and benefits 9,266 26,350 Accrued expenses 5,530 5,553 Accrued sales tax 3,204 1,361 Product warranty reserve 2,638 6,660 Income tax payable 364 — Accrued purchase commitment loss (2) 7,818 7,966 Total accrued liabilities and other current liabilities $ 29,300 $ 52,378 (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) |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, there were no revolving loans outstanding and $0.5 million aggregate face amount of letters of credit outstanding under the 2022 Revolving Facility Agreement. Under the terms of the 2022 Revolving Facility, as of December 31, 2023, the Company had $78.2 million of ava ilability to borrow under the revolving credit facility. 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. 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. Two subsidiaries of the Company have become guarantors subsequent to the closing date. 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, 2023. 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, 2023 | |
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, 2023 and 2022. 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 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. At the Market Offering Program On August 9, 2023, in connection with the launch of an “at the market” offering program, the Company entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (the “Sales Agent”). Under the Sales Agreement, the Company may offer and sell its common stock from time to time having an aggregate offering price of up to $50.0 million during the term of the Sales Agreement through the Sales Agent (the “Offering Program”). The Company did not issue any shares of common stock under the Offering Program during the year ended December 31, 2023. Preferred Stock Rights Agreement On September 21, 2023, the Company’s board of directors authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of the Company’s common stock to stockholders of record as of the close of business on October 2, 2023. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.00001 per share (the “Preferred Stock”), of the Company at an exercise price of $8.00 per one one-thousandth of a share of Preferred Stock, subject to adjustment. The Rights expire on the earliest of (i) 5:00 p.m., New York City time, on September 20, 2024 (unless such date is extended) or (ii) the redemption or exchange of the Rights. The complete terms of the Rights are set forth in a Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of September 21, 2023, between the Company and Computershare Trust Company, N.A., as rights agent. Given the nature of the Rights and their contingent activation, which has been deemed remote, no value is recognized in stockholders’ equity. Common Stock Warrants As of December 31, 2023, 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, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS 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. 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 following table sets forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy: December 31, 2023 Total Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Assets Cash and cash equivalents: U.S. Treasury $ 15,211 $ 15,211 $ — $ — Money market funds $ 11,068 $ 11,068 $ — $ — December 31, 2022 Total Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Assets Cash and cash equivalents: U.S. Treasury $ 90,029 $ 90,029 $ — $ — Money market funds $ 25,288 $ 25,288 $ — $ — The U.S. Treasury securities and money market funds are Level 1 securities that are traded by dealers or brokers in active over-the-counter markets. There were no transfers between Level 1, Level 2 and Level 3 categories of the fair value hierarchy during the years ended December 31, 2023 and 2022. Interest and dividend income on U.S. Treasury securities and money market funds are recorded in interest income. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY 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, 2023, 7,316,596 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, 2023, 4,356,328 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, 2023, 2022, and 2021 was as follows: Year Ended 2023 2022 2021 Cost of revenues $ 2,686 $ 3,128 $ 1,979 Sales and marketing 6,893 8,603 2,634 Research and development 17,502 23,305 6,889 General and administrative 21,105 29,255 31,477 Restructuring 549 — — Total stock-based compensation expense $ 48,735 $ 64,291 $ 42,979 In total, $2.7 million, $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, 2023, 2022 and 2021, respectively. An immaterial amount remained in inventory as of December 31, 2023. 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, 2023, 2022 and 2021 were as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding at January 1, 2021 8,344,752 $ 0.61 6.4 Granted 2,965,821 $ 15.61 Exercised (1,713,054) $ 0.31 Forfeited (367,317) $ 10.58 Expired (67,042) $ 0.36 Outstanding at 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 January 1, 2023 7,102,853 $ 5.92 6.4 Granted 3,473,387 $ 2.15 Exercised (169,515) $ 0.66 Forfeited (1,295,082) $ 10.23 Expired (388,232) $ 10.56 Outstanding at December 31, 2023 8,723,411 $ 3.67 6.5 Exercisable at December 31, 2023 6,219,296 $ 3.99 5.5 Vested and expected to vest at December 31, 2023 8,723,411 $ 3.67 6.5 The aggregate intrinsic value of exercisable options was $0, $5.8 million and $72.4 million, for the years ended December 31, 2023, 2022 and 2021, respectively. The aggregate intrinsic value of stock options outstanding was $0, $6.1 million and $81.9 million as of December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, there was approximately $6.2 million of unamortized compensation cost related to unvested stock option awards, which is expected to be recognized over a remaining weighted-average vesting period of 2.0 years, on a straight-line basis. The estimated fair value of each stock option award granted to employees was determined on the date of grant using the Black-Scholes option pricing model with the following assumptions for stock option grants for years ended December 31, 2023 and 2021: 2023 2021 Expected volatility 85.0% 40.9% Expected term (years) 6.50 7.71 Expected dividend yield 0.0% 0.0% Risk-free interest rate 4.3% 0.8% Grant date fair value $ 1.58 $ 6.93 During the year ended December 31, 2023, the Company modified certain stock options previously granted to non-employees. The modification included changes to the exercise price of 622,323 unvested options. As a result of these modifications, the Company will recognize an additional $0.4 million in stock-based compensation expense over the remaining vesting period of the affected options. Restricted Stock Units Under the 2014 and 2021 Plans, restricted stock units (“RSUs”) are generally subject to a four-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 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, 2023, 2022 and 2021are 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, January 1, 2023 18,681,701 9.51 177,739 Granted 9,932,451 1.61 15,965 Vested (5,366,322) 7.12 (38,207) Forfeited (6,476,122) 7.61 (49,290) Outstanding, December 31, 2023 16,771,708 $ 6.33 $ 106,207 As of December 31, 2023 there was approximately $66.6 million of total unrecognized compensation cost related to outstanding RSUs. The weighted average remaining expense period was 2.1 years as of December 31, 2023. 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 years ended December 31, 2023 and 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, 2023, 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, January 1, 2023 3,335,300 12.82 42,759 Granted — — — Vested — — — Forfeited — — — Outstanding, December 31, 2023 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, 2023, 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, January 1, 2023 798,635 16.00 12,778 Granted 266,212 2.48 660 Vested — — — Forfeited (1,064,847) 12.62 (13,438) Outstanding, December 31, 2023 — $ — $ — 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, there were no shares subject to the restricted stock purchase agreements. 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. 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, 2023 | |
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, 2023 and 2022 were 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, 2023 2022 2021 Numerator: Net (loss) income $ (373,464) $ (194,056) $ 86,418 Less: Income allocated to participating securities — — 53,310 Net (loss) income attributable to common stockholders – basic (373,464) (194,056) 33,108 Plus: Income allocated to non-participating securities — — 2,285 Net (loss) income attributable to common stockholders - diluted $ (373,464) $ (194,056) $ 35,393 Denominator: Basic weighted-average common shares outstanding 152,877,306 148,024,749 52,815,449 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 152,877,306 148,024,749 59,635,384 Net (loss) income attributable to common stockholders per share Basic $ (2.44) $ (1.31) $ 0.63 Diluted $ (2.44) $ (1.31) $ 0.59 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, 2023 2022 2021 Stock options 8,723,411 7,102,853 2,724,654 Restricted stock units 16,771,708 18,681,701 10,556,767 Common stock warrants 75,744 75,744 75,744 ESPP – shares assumed to be repurchased 3,209,526 473,080 — Total 28,780,389 26,333,378 13,357,165 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s effective income tax rate for the year ended December 31, 2023 was a benefit of (1.3)% compared to expense of 4.8% in the corresponding period in the prior year. The following table presents income (loss) before income taxes for the periods indicated: Year Ended December 31, 2023 2022 2021 Domestic $ (369,519) $ (203,819) $ 119,177 Foreign 848 15 — Net income (loss) before income taxes $ (368,671) $ (203,804) $ 119,177 Components of income tax expense (benefit) were as follows: Year Ended December 31, 2023 2022 2021 Current: U.S. federal $ 2,550 $ (4,860) $ 9,483 State 1,998 (1,425) 19,808 Foreign 245 5 — Deferred: U.S. federal — (3,468) 3,468 Total income tax (benefit) expense $ 4,793 $ (9,748) $ 32,759 The effective tax rate of the provision for income taxes differs from the U.S. federal statutory rate as follows: 2023 2022 2021 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 4.4 % 4.1 % 7.4 % Permanent differences (0.3) % 0.2 % (0.5) % Change in valuation allowance (22.7) % (17.7) % (15.9) % Tax credits 1.4 % 3.5 % (1.5) % Non-deductible convertible note adjustments — % — % 14.1 % Sec. 162(m) limitation — % (3.8) % 2.8 % Uncertain tax position reserves (0.9) % 0.3 % 1.3 % Stock-based compensation (3.4) % (1.9) % (1.5) % Tax rate change (0.4) % (1.4) % — % Other (0.3) % 0.5 % 0.3 % Effective tax rate (1.3) % 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, 2023 and 2022 was an increase of $83.6 million and an increase of $36.0 million, respectively. The $65.4 million net increase in the valuation allowance during 2023 is primarily due to taxable loss generated in the U.S. in 2023 and the requirement of Section 174 capitalization for U.S. federal tax purposes. The valuation allowance for U.S. state deferred tax assets increased by $18.1 million due to the U.S taxable loss. The $36.0 million net increase in 2022 was primarily due to taxable loss generated in the U.S. and the requirement of Section 174 capitalization for United States federal tax purposes. The significant components of deferred income taxes were as follows: 2023 2022 Deferred tax assets: Net operating losses $ 74,992 $ 19,175 Research and development credits 6,288 3,508 Operating lease liabilities 11,949 13,010 Share-based compensation 5,804 6,836 Accruals and reserves 19,759 21,351 Capitalized R&D expenses 25,855 24,220 Depreciation and amortization 8,278 — Other 117 747 Gross deferred tax assets 153,042 88,847 Deferred tax liabilities: Operating right-of-use assets 19,803 21,437 Depreciation and amortization — 17,752 Gross deferred tax liabilities 19,803 39,189 Gross deferred tax assets/(liabilities) 133,239 49,658 Valuation allowance (133,239) (49,658) Net deferred tax asset/(liabilities) $ — $ — As of December 31, 2023, the Company has U.S. federal and state net operating loss ("NOL") carryforwards of $258.5 million and $404.6 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 $252.7 million will carryforward indefinitely. The state NOL carryforwards of $404.6 million will begin to expire in 2032 unless previously utilized. At December 31, 2023, the Company also had federal research tax credit carryforwards of $4.5 million. The federal research tax credit carryforwards begin to expire in 2032, if not utilized. At December 31, 2023, the Company also had various California state tax credit carryforwards of $4.3 million which do not expire. 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 of 1986, as amended, the Code, 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 of the Code, 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 a Section 382/383 analysis through December 31, 2023, concluding that actual ownership changes occurred in 2014 and 2018 and has appropriately limited its use of the NOLs based upon the requirements of section 382/383. 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, 2023, 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 Code. As of December 31, 2023, the Company has $0.8 million of federal tax credit carryforwards subject to limitations related to the utilization under Section 383 of the 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: 2023 2022 2021 Balance at January 1 $ 2,705 $ 3,405 $ 1,045 Increases related to prior year tax positions, net 864 — 1,360 Reductions based on tax positions related to prior years — (1,673) — Increases related to current year tax positions 2,298 973 1,000 Balance at December 31 $ 5,867 $ 2,705 $ 3,405 As of December 31, 2023, the Company has approximately $5.9 million of unrecognized tax benefits of which $4.1 million would affect the Company's effective tax rate if recognized. As of December 31, 2023 and 2022, the Company recorded approximately $0.3 million and $0.4 million 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, 2023 for the 2012 and subsequent tax years. 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 on an annual basis and certain milestones are required to be achieved. Each annual milestone reflects a required minimum of new jobs in California which must be maintained for three years in order to retain the credit for each individual year earned. If the milestones are not met during the three year period, the Company forfeits the credit for that year and must amend any return on which credits were used to offset income tax and repay the amount of credit actually used. If the credit earned in a given year exceeds the Company’s California corporate income tax liability, the balance can be carried over for up to six years if necessary, until exhausted. As of December 31, 2023, the Company anticipates it may not meet the CCTC employment milestones, and has reflected the tax impact in the consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
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 2022 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. 2023 Cost Reduction Plan On January 5, 2023, the Company announced that it was implementing a new cost reduction plan (the “January CRP”). Management, with the oversight and guidance of the Company’s board of directors, determined to implement the January CRP following a review of the Company’s business, operating expenses and the macroeconomic environment. The January CRP was intended to reduce the Company’s cost structure and improve its operational efficiency. The January CRP included a reduction in the Company’s employee base. On April 28, 2023, the Company announced a further cost reduction plan (the “April CRP”, and together with the January CRP, the “2023 CRP”), which included a reduction in the Company’s employee base. Cash expenditures in connection with the 2023 CRP consist of payments for salary, benefits, and unused paid time off for the affected employees. The 2023 CRP also consisted of a severance package that included 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, also included an acceleration of the vesting of certain outstanding restricted stock units and stock options to affected employees. 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. As of December 31, 2023, all of the charges have been paid. In connection with the 2023 CRP, the Company recorded restructuring charges of $14.5 million during the year ended December 31, 2023 related to one-time termination benefits. The following table summarizes the total amount incurred and accrued related to restructuring activities: Year Ended December 31, 2023 2022 Accrued restructuring, beginning balance $ — $ — Restructuring charges incurred during the period 14,500 2,020 Cash payments (13,951) (2,020) Non-cash settlements and other adjustments (549) — Accrued restructuring, ending balance $ — $ — 2024 Cost Reduction Plan On January 4, 2024, and January 25, 2024, the Company implemented new cost reduction plans (the “2024 CRP”). Management, with the oversight and guidance of the Company’s board of directors, determined to implement the 2024 CRP following a review of the Company’s business and operating expenses. The 2024 CRP is intended to reduce the Company’s cost structure and improve its operational efficiency beyond the expected cost savings of the cost reduction plans announced related to the 2023 CRP. The 2024 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 $5.3 million to $6.8 million. The substantial majority of these charges will result in cash expenditures. Cash expenditures in connection with the 2024 CRP consist of payments for salary, benefits, and unused paid time off for the affected employees. The 2024 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, may also include an acceleration of the vesting of certain outstanding restricted stock units to affected employees, and in connection therewith, the Company estimates that it will incur non-cash charges of approximately $0.1 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 2024 CRP to be completed by the end of the third quarter of 2024. Standby Letters of Credit The Company is party to certain commercial letters of credit. 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, 2023, there were $0.5 million aggregate face amount of letters of credit outstanding under the 2022 Revolving Facility Agreement. 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, 2023. 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. Net losses on firm purchase commitments were $0, $8.0 million and $0 for the years ended December 31, 2023, 2022 and 2021, respectively. Legal Proceedings On May 5, 2023, Sanmina Corporation (“Sanmina”), a contract manufacturer, filed a complaint against us in the Superior Court of California, Santa Clara County. Sanmina alleges breach of contract, breach of implied covenant of good faith and fair dealing and promissory estoppel. In connection with this allegation, in March 2023, Sanmina unilaterally drew against a $12.0 million collateralized letter of credit with Sanmina (the “Letter of Credit”) that we had posted as a partial security for our obligations under our agreement with Sanmina, and which we have recorded as cost of product revenue. Sanmina is seeking damages in the amount of approximately $24.2 million. We believe the claims are without merit, and we dispute both the incurrence of the costs alleged and that Sanmina lawfully drew on the Letter of Credit. We intend to defend ourselves vigorously and on July 25, 2023, we filed a cross-complaint alleging, among other claims, that Sanmina is in breach of contract for improperly over-ordering components and we are seeking recovery of wrongfully retained funds, components, and manufacturing equipment rightfully due to us. Legal fees and expenses are expensed as incurred. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting | 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 subsidiaries, after elimination of intercompany transactions. |
Use of Estimates | 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, equity-based compensation expense, product warranty reserve, the usage and recoverability of its inventories, long-lived assets, intangible assets and net deferred tax assets (net of related valuation allowance). 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 | Segment Reporting |
Cash and Cash Equivalents | 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 |
Accounts Receivable | Accounts Receivable |
Concentration of Credit Risk and Other Risk and Uncertainties | 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 one customer that represented more than 10% of total product revenue for the year ended December 31, 2023, at 57%. For the year ended December 31, 2022, the Company had two customers that represented more than 10% of product revenue at 54% and 20%, respectively. 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. As of December 31, 2023, accounts receivable from three customers with balances due in excess of 10% of total accounts receivable were 27%, 20%, and 14%. As of December 31, 2022, accounts receivable from one customer with balances due in excess of 10% of total accounts receivable was 54%. |
Inventories | 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 expensed as 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, Cue Reader component parts, and cartridge component parts. This inventory is not subject to expiration and is expected to be utilized with future Cue Test Kits. |
Product Warranty Reserve | 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 customers with the right to receive a replacement Cue Cartridge for unexpired 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 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 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. 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. |
Property and Equipment, Net | 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 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. During the development stage of internal-use software, the Company capitalizes certain eligible costs associated with the software development, in accordance with ASC 350-40, Internal-Use Software. The capitalized costs primarily consist of direct labor and third-party contractor fees. In-process software development consists of software costs incurred in the development of internal-use software not yet implemented. The software is expected to be implemented no later than one year from the commencement date of development. Once the software is implemented and ready for its intended use, the Company will begin amortizing the capitalized costs. 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 | 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 | Cloud Computing Arrangements |
Deferred Offering Costs | 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 operati |
Impairment of Long-Lived Assets | 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. Based on management’s judgment about our anticipated ability to continue to use fixed assets in-service and under development, current economic and market conditions and their effects based on information available as of the date of these consolidated financial statements, the Company recorded an impairment charge of $83.6 million during the year ended December 31, 2023. There were no impairment charges recorded for the years ended December 31, 2022 and 2021. |
Common Stocks Warrants | 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 and Redeemable Convertible Preferred Stock | 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 |
Revenue Recognition | 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. At-home health and wellness test kits and related consultation results form a single performance obligation. 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 time as the service is provided, reflecting the ongoing access to the dashboard and the continuous benefit derived by the customer over the term of the service. This approach is consistent with the transfer of control over time, as the customer simultaneously receives and consumes the benefits of the service. Cue Enterprise Dashboard revenue is not material. 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. Revenue from telemedicine services is recognized at a point in time at the inception of the contract with a customer, as the customer's right to access telemedicine services is considered to be fully provided and available upon contract inception. The Company has performance obligations related to Cue Pharmacy, which enables individuals to connect with a healthcare provider and be prescribed medications. Revenue allocated to Cue Pharmacy medication sales 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. The Company has performance obligations related to Cue Lab, a collection of at-home test kits for a wide variety of diagnostic panels and standalone at home tests. Revenue allocated to Cue Lab sales is recognized when control of the promised goods has transferred to customers, generally upon delivery of test results. 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. 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 has elected to apply the practical expedient related to the expensing of incremental costs of obtaining a contract. Under this practical expedient, if the amortization period of the asset that the Company would have otherwise recognized is one year or less, these costs are expensed as incurred. 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, 2023, 2022 and 2021. Deferred Revenue 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 BARDA. Contract Assets and Liabilities Contract assets primarily relate to the Company’s conditional right to consideration for performance obligations satisfied but not billed at the reporting date. Contract liabilities are recorded when cash is received prior to recording revenue. See Note 3, Revenue Recognition , for details regarding the activity related to contract assets and 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. Cost of product revenue excludes long-lived asset impairment charges. Shipping and Handling Costs The Company elected to account for shipping and handling as activities to fulfill the promise of the goods and records them as cost of product revenue. |
Sales and Marketing Expense, General and Administrative Expenses | Sales and Marketing Expenses 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. |
Research and Development Expenses, Accrued Research and Development Costs | 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. |
Stock-Based 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 the board of directors determines the number of shares, the term, the frequency and date, the type, the exercise periods, any performance criteria pursuant to which awards may be granted, and the restrictions and other terms and conditions of each grant in accordance with terms of the plan. The C ompany recognizes forfeitures as incurred. The BSM option pricing model incorporates various estimates, including the fair value of the Company’s common stock, expected volatility, expected term and risk-free interest rates. The weighted-average expected term of options was calculated using the simplified method. This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. In addition, due to the Company’s limited historical data, the estimated volatility incorporates the historical volatility over the expected term of the award of comparable companies whose share prices are publicly available. The risk-free interest rate for periods within the contractual term of the option is based on the U.S. Treasury yield in effect at the time of grant. The dividend yield was zero, as the Company has never declared or paid dividends and has no plans to do so in the foreseeable future. The fair value of restricted stock units (RSUs) is determined based on the fair value of the Company’s common stock at the grant date. The RSUs generally have a vesting term of four years. For RSUs with performance-based vesting conditions, compensation cost is recognized when it is probable that the performance criteria will be achieved. For RSUs with market-based vesting conditions, compensation cost is based on the fair value of the award at grant date and recorded over the requisite service period. Compensation cost is not adjusted if the market condition is not met, as long as the requisite service is provided. The Company estimates the fair value of stock-based payment for awards with market conditions on the date of grant using a Monte Carlo simulation model. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) 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 | 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. |
Transfers of Financial Assets | Transfers of Financial Assets The Company accounts for transfers of financial assets as sales when it has surrendered control over the related assets. Whether control has been relinquished requires, among other things, an evaluation of relevant legal considerations and an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred. Gains and losses stemming from transfers reported as sales are included in other income, net in the consolidated statements of operations. Assets obtained and liabilities incurred in connection with transfers reported as sales are initially recognized in the balance sheet at fair value. |
Recently Adopted Accounting Pronouncements and New Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements 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 Company adopted this standard effective January 1, 2023 under the modified retrospective method whereas comparative period information is not restated. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements, therefore no cumulative effect or catch up adjustment to the opening balance of retained earnings was recorded. New Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The ASU simplifies the accounting for convertible instruments by removing certain models in Subtopic 470-20 and revises the guidance in Subtopic 815-40 to simplify the accounting for contracts in an entity’s own equity. ASU 2020-06 is effective for reporting periods beginning after December 15, 2023 with early adoption permitted for reporting periods beginning after December 15, 2020. The Company does not expect ASU 2020-06 to have a significant impact on the financial statements. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements – Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. ASU 2023-06 modifies the disclosure or presentation requirements of a variety of topics in the ASC. These amendments align many disclosure requirements with those already required by the Securities Exchange Commission (the "SEC") under Regulation S-X or Regulation S-K. The ASC amendments in ASU 2023-06 become effective on the date which the SEC's removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment in ASU 2023-06 will not become effective for any entity. The Company is currently evaluating the potential effect that the updated standard will have on the financial statement disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, guidance to improve segment reporting through enhanced disclosure requirements of significant segment expenses. This update requires companies to disclose significant segment expense categories that are regularly provided to the chief operating decision maker ("CODM") on an interim and annual basis and disclosures about a reportable segment’s profit or loss and assets that are currently required annually on an interim basis. Companies must also disclose how segment measures of profit or loss are used by the CODM. ASU 2023-07 should be adopted retrospectively for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is evaluating the impact of the update and plan to adopt the amendments for annual disclosures in fiscal 2024. The Company is currently evaluating the potential effect that the updated standard will have on the financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures, to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the financial statement disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Product Warranty Liability | The following table provides a reconciliation of the change in estimated warranty liabilities: December 31, 2023 2022 2021 Balance at beginning of year $ 6,660 $ 4,865 $ — Provision for warranties (including changes in estimates) 1,275 18,141 7,744 Settlements (5,297) (16,346) (2,879) Balance at end of year $ 2,638 $ 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, 2023 and 2022, the Company’s property and equipment, net consisted of the following: December 31, 2023 2022 Construction in progress $ 2,114 $ 32,412 Machinery and equipment 114,747 214,702 Leasehold improvements 24,214 23,233 Furniture and fixtures 2,013 1,883 Property and equipment 143,088 272,230 Accumulated depreciation and amortization (70,992) (82,955) Total property and equipment, net $ 72,096 $ 189,275 |
Schedule of Capitalized Implementation Costs | As of December 31, 2023 and 2022, the Company’s capitalized implementation costs for cloud computing arrangements, net consisted of the following: Year Ended December 31, 2023 2022 Capitalized implementation costs $ 10,702 $ 10,265 Accumulated amortization expense (8,178) (4,348) Cloud computing arrangement, net $ 2,524 $ 5,917 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022, and 2021 respectively: Year Ended 2023 2022 2021 Private sector customers $ 62,586 $ 374,467 $ 232,838 Public sector entities 1,637 99,699 382,958 Total product revenue $ 64,223 $ 474,166 $ 615,796 The following table sets forth the Company’s product gross (loss) profit and product gross (loss) profit margin for the years ended December 31, 2023, 2022, and 2021: Year Ended 2023 2022 2021 Product revenue $ 64,223 $ 474,166 $ 615,796 Cost of product revenue 127,091 329,973 276,542 Product gross (loss) profit $ (62,868) $ 144,193 $ 339,254 Product gross (loss) profit margin (98) % 30 % 55 % |
Schedule of Contract Liabilities | The activity related to contract liabilities for the years ended December 31, 2023 2022, and 2021, is as follows: Amount Balance at January 1, 2021 $ 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 Unearned revenue from cash received during the period, excluding amounts recognized as revenue during the period 162 Revenue recognized related to contract liability balance at the beginning of the period (1,566) Balance at December 31, 2023 $ 162 |
Schedule of Allowance for Credit Loss | The activity related to the allowance for credit losses for the years ended December 31, 2023 and 2022 is as follows: Year Ended 2023 2022 2021 Allowance for credit losses, beginning balance $ 2,311 $ 318 $ — Provision for credit losses, net of recoveries (320) 2,019 318 Write-offs (1,969) (26) — Allowance for credit losses, ending balance $ 22 $ 2,311 $ 318 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of December 31, 2023 and 2022, the Company’s inventories consisted of the following: December 31, 2023 2022 Raw materials $ 70,358 $ 80,968 Work-in-process 5,325 14,305 Finished goods 37,823 37,867 Reserve (43,194) (25,494) Total inventories 70,312 107,646 Non-current inventories (56,273) (25,436) Total inventories, current $ 14,039 $ 82,210 |
Schedule of Inventory Reserves | As of December 31, 2023, 2022, and 2021, the inventories reserve consists of the following activity: December 31, 2023 2022 2021 Balance at beginning of year $ 25,494 $ 2,668 $ 789 Provision for inventory reserve 25,616 56,242 2,519 Write-offs (7,916) (33,416) (640) Balance at end of year $ 43,194 $ 25,494 $ 2,668 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses | As of December 31, 2023 and 2022, the Company’s prepaid expenses consisted of the following: December 31, 2023 2022 Prepaid expense $ 7,310 $ 11,523 Prepaid inventory 1,169 4,205 Total prepaid expenses $ 8,479 $ 15,728 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022, the Company’s property and equipment, net consisted of the following: December 31, 2023 2022 Construction in progress $ 2,114 $ 32,412 Machinery and equipment 114,747 214,702 Leasehold improvements 24,214 23,233 Furniture and fixtures 2,013 1,883 Property and equipment 143,088 272,230 Accumulated depreciation and amortization (70,992) (82,955) Total property and equipment, net $ 72,096 $ 189,275 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | As of December 31, 2023, the Company’s intangible assets consisted of the following: Gross Amount Accumulated Amortization Net Carrying Value Capitalized software $ 31,551 $ (13,340) $ 18,211 Other 920 (307) 613 Intangible assets, net 32,471 (13,647) 18,824 In-process software development 820 — 820 Total intangible assets $ 33,291 $ (13,647) $ 19,644 As of December 31, 2022, the Company’s intangible assets consisted of the following: Gross Amount Accumulated Amortization Net Carrying Value Capitalized software $ 19,052 $ (5,724) $ 13,328 Intangible assets, net 19,052 (5,724) 13,328 In-process software development 3,539 — 3,539 Total intangible assets $ 22,591 $ (5,724) $ 16,867 |
Schedule of Indefinite-Lived Intangible Assets | As of December 31, 2023, the Company’s intangible assets consisted of the following: Gross Amount Accumulated Amortization Net Carrying Value Capitalized software $ 31,551 $ (13,340) $ 18,211 Other 920 (307) 613 Intangible assets, net 32,471 (13,647) 18,824 In-process software development 820 — 820 Total intangible assets $ 33,291 $ (13,647) $ 19,644 As of December 31, 2022, the Company’s intangible assets consisted of the following: Gross Amount Accumulated Amortization Net Carrying Value Capitalized software $ 19,052 $ (5,724) $ 13,328 Intangible assets, net 19,052 (5,724) 13,328 In-process software development 3,539 — 3,539 Total intangible assets $ 22,591 $ (5,724) $ 16,867 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for each of the years ending December 31 is as follows: 2024 $ 9,831 2025 6,388 2026 2,605 Total amortization expense $ 18,824 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 were as follows: December 31, Balance Sheet Location 2023 2022 Assets Right-of-use assets operating leases Operating lease right-of-use assets $ 78,519 $ 85,321 Right-of-use assets finance leases Property and equipment, net 4,844 7,264 Liabilities Operating lease liabilities (current) Operating lease liabilities, current 5,142 7,739 Finance lease liabilities (current) Finance lease liabilities, current 1,157 2,362 Operating lease liabilities (non-current) Operating lease liabilities, net of current portion 41,640 44,045 Finance lease liabilities (non-current) Finance lease liabilities, net of current portion — 849 |
Schedule of Components of Lease Cost | The components of lease cost for the years ended December 31, 2023, 2022, and 2021 were as follows: Year Ended December 31, 2023 2022 2021 Operating lease cost $ 12,062 $ 11,474 $ 7,983 Finance lease cost: Amortization of right-of-use assets 2,420 2,557 1,854 Interest on lease liabilities 59 168 218 Total lease cost $ 14,541 $ 14,199 $ 10,055 The supplemental cash flow information related to leases for the years ended December 31, 2023, 2022, and 2021 was as follows: Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,526 $ 16,105 $ 20,867 Operating cash flows from finance leases $ 59 $ 168 $ 218 Financing cash flows from finance leases $ 2,113 $ 2,849 $ 2,124 The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2023 and 2022 was as follows: December 31, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 7.0 0.6 8.0 1.3 Weighted-average discount rate 5.7% 2.5% 5.7% 3.4% |
Schedule of Operating Lease Liability Maturity | As of December 31, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2024 $ 7,591 $ 1,163 2025 7,783 — 2026 8,066 — 2027 8,153 — 2028 7,585 — Thereafter 17,472 — Total lease payments 56,650 1,163 Less: Imputed interest (9,868) (6) Total $ 46,782 $ 1,157 |
Schedule of Finance Lease Liability Maturity | As of December 31, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows: Operating Leases Finance Leases 2024 $ 7,591 $ 1,163 2025 7,783 — 2026 8,066 — 2027 8,153 — 2028 7,585 — Thereafter 17,472 — Total lease payments 56,650 1,163 Less: Imputed interest (9,868) (6) Total $ 46,782 $ 1,157 |
ACCRUED LIABILITIES AND OTHER_2
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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) $ 480 $ 4,488 Accrued payroll and benefits 9,266 26,350 Accrued expenses 5,530 5,553 Accrued sales tax 3,204 1,361 Product warranty reserve 2,638 6,660 Income tax payable 364 — Accrued purchase commitment loss (2) 7,818 7,966 Total accrued liabilities and other current liabilities $ 29,300 $ 52,378 (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) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Company’s Financial Assets and Liabilities | The following table sets forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy: December 31, 2023 Total Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Assets Cash and cash equivalents: U.S. Treasury $ 15,211 $ 15,211 $ — $ — Money market funds $ 11,068 $ 11,068 $ — $ — December 31, 2022 Total Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Assets Cash and cash equivalents: U.S. Treasury $ 90,029 $ 90,029 $ — $ — Money market funds $ 25,288 $ 25,288 $ — $ — |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022, and 2021 was as follows: Year Ended 2023 2022 2021 Cost of revenues $ 2,686 $ 3,128 $ 1,979 Sales and marketing 6,893 8,603 2,634 Research and development 17,502 23,305 6,889 General and administrative 21,105 29,255 31,477 Restructuring 549 — — Total stock-based compensation expense $ 48,735 $ 64,291 $ 42,979 |
Schedule of Stock Option Activity and Related Information | A summary of stock option activity and related information for the years ended December 31, 2023, 2022 and 2021 were as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding at January 1, 2021 8,344,752 $ 0.61 6.4 Granted 2,965,821 $ 15.61 Exercised (1,713,054) $ 0.31 Forfeited (367,317) $ 10.58 Expired (67,042) $ 0.36 Outstanding at 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 January 1, 2023 7,102,853 $ 5.92 6.4 Granted 3,473,387 $ 2.15 Exercised (169,515) $ 0.66 Forfeited (1,295,082) $ 10.23 Expired (388,232) $ 10.56 Outstanding at December 31, 2023 8,723,411 $ 3.67 6.5 Exercisable at December 31, 2023 6,219,296 $ 3.99 5.5 Vested and expected to vest at December 31, 2023 8,723,411 $ 3.67 6.5 |
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 Black-Scholes option pricing model with the following assumptions for stock option grants for years ended December 31, 2023 and 2021: 2023 2021 Expected volatility 85.0% 40.9% Expected term (years) 6.50 7.71 Expected dividend yield 0.0% 0.0% Risk-free interest rate 4.3% 0.8% Grant date fair value $ 1.58 $ 6.93 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, 2023, 2022 and 2021are 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, January 1, 2023 18,681,701 9.51 177,739 Granted 9,932,451 1.61 15,965 Vested (5,366,322) 7.12 (38,207) Forfeited (6,476,122) 7.61 (49,290) Outstanding, December 31, 2023 16,771,708 $ 6.33 $ 106,207 Market-based performance-vesting RSU activity for the years ended December 31, 2023, 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, January 1, 2023 3,335,300 12.82 42,759 Granted — — — Vested — — — Forfeited — — — Outstanding, December 31, 2023 3,335,300 $ 12.82 $ 42,759 Operations-based performance-vesting RSU activity for the years ended December 31, 2023, 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, January 1, 2023 798,635 16.00 12,778 Granted 266,212 2.48 660 Vested — — — Forfeited (1,064,847) 12.62 (13,438) Outstanding, December 31, 2023 — $ — $ — |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 Numerator: Net (loss) income $ (373,464) $ (194,056) $ 86,418 Less: Income allocated to participating securities — — 53,310 Net (loss) income attributable to common stockholders – basic (373,464) (194,056) 33,108 Plus: Income allocated to non-participating securities — — 2,285 Net (loss) income attributable to common stockholders - diluted $ (373,464) $ (194,056) $ 35,393 Denominator: Basic weighted-average common shares outstanding 152,877,306 148,024,749 52,815,449 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 152,877,306 148,024,749 59,635,384 Net (loss) income attributable to common stockholders per share Basic $ (2.44) $ (1.31) $ 0.63 Diluted $ (2.44) $ (1.31) $ 0.59 |
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, 2023 2022 2021 Stock options 8,723,411 7,102,853 2,724,654 Restricted stock units 16,771,708 18,681,701 10,556,767 Common stock warrants 75,744 75,744 75,744 ESPP – shares assumed to be repurchased 3,209,526 473,080 — Total 28,780,389 26,333,378 13,357,165 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Taxes | The following table presents income (loss) before income taxes for the periods indicated: Year Ended December 31, 2023 2022 2021 Domestic $ (369,519) $ (203,819) $ 119,177 Foreign 848 15 — Net income (loss) before income taxes $ (368,671) $ (203,804) $ 119,177 |
Schedule of Components of Income Tax Expense (Benefit) | Components of income tax expense (benefit) were as follows: Year Ended December 31, 2023 2022 2021 Current: U.S. federal $ 2,550 $ (4,860) $ 9,483 State 1,998 (1,425) 19,808 Foreign 245 5 — Deferred: U.S. federal — (3,468) 3,468 Total income tax (benefit) expense $ 4,793 $ (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: 2023 2022 2021 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 4.4 % 4.1 % 7.4 % Permanent differences (0.3) % 0.2 % (0.5) % Change in valuation allowance (22.7) % (17.7) % (15.9) % Tax credits 1.4 % 3.5 % (1.5) % Non-deductible convertible note adjustments — % — % 14.1 % Sec. 162(m) limitation — % (3.8) % 2.8 % Uncertain tax position reserves (0.9) % 0.3 % 1.3 % Stock-based compensation (3.4) % (1.9) % (1.5) % Tax rate change (0.4) % (1.4) % — % Other (0.3) % 0.5 % 0.3 % Effective tax rate (1.3) % 4.8 % 27.5 % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred income taxes were as follows: 2023 2022 Deferred tax assets: Net operating losses $ 74,992 $ 19,175 Research and development credits 6,288 3,508 Operating lease liabilities 11,949 13,010 Share-based compensation 5,804 6,836 Accruals and reserves 19,759 21,351 Capitalized R&D expenses 25,855 24,220 Depreciation and amortization 8,278 — Other 117 747 Gross deferred tax assets 153,042 88,847 Deferred tax liabilities: Operating right-of-use assets 19,803 21,437 Depreciation and amortization — 17,752 Gross deferred tax liabilities 19,803 39,189 Gross deferred tax assets/(liabilities) 133,239 49,658 Valuation allowance (133,239) (49,658) Net deferred tax asset/(liabilities) $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows: 2023 2022 2021 Balance at January 1 $ 2,705 $ 3,405 $ 1,045 Increases related to prior year tax positions, net 864 — 1,360 Reductions based on tax positions related to prior years — (1,673) — Increases related to current year tax positions 2,298 973 1,000 Balance at December 31 $ 5,867 $ 2,705 $ 3,405 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Total Amount Incurred and Accrued Related to Restructuring Activities | The following table summarizes the total amount incurred and accrued related to restructuring activities: Year Ended December 31, 2023 2022 Accrued restructuring, beginning balance $ — $ — Restructuring charges incurred during the period 14,500 2,020 Cash payments (13,951) (2,020) Non-cash settlements and other adjustments (549) — Accrued restructuring, ending balance $ — $ — |
BUSINESS AND BASIS OF ACCOUNT_2
BUSINESS AND BASIS OF ACCOUNTING (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 1 | ||
Non-US | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 0.6 | $ 10.6 | $ 1 |
Long-lived assets | $ 0.3 | $ 4.7 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2021 |
Accounting Policies [Abstract] | |||
Restricted cash | $ 0.8 | $ 0.8 | $ 0.8 |
SUMMARY OF SIGNIFICANT ACCOUN_5
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||
Number of suppliers for certain components | 3 | ||
Customer One | Revenue Benchmark | Customer Concentration Risk | Product | |||
Concentration Risk [Line Items] | |||
Concentration risk (as a percent) | 57% | 54% | 62% |
Customer One | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (as a percent) | 27% | 54% | |
Customer Two | Revenue Benchmark | Customer Concentration Risk | Product | |||
Concentration Risk [Line Items] | |||
Concentration risk (as a percent) | 20% | 25% | |
Customer Two | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (as a percent) | 20% | ||
Customer Three | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (as a percent) | 14% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Product Warranty Reserve (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Standard product warranty, term (in months) | 12 months |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Product Warranty Reserve Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning Balance | $ 6,660 | $ 4,865 | $ 0 |
Provision for warranties (including changes in estimates) | 1,275 | 18,141 | 7,744 |
Settlements | (5,297) | (16,346) | (2,879) |
Ending Balance | $ 2,638 | $ 6,660 | $ 4,865 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Schedule of Property and Equipment Estimated Useful Lives (Details) | Dec. 31, 2023 |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives (in years) | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives (in years) | 7 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives (in years) | 7 years |
Computers and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives (in years) | 3 years |
Computers and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives (in years) | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Intangible Assets (Details) | Dec. 31, 2023 |
Software | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life (in years) | 3 years |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Capitalized Implementation Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Capitalized implementation costs | $ 10,702 | $ 10,265 |
Accumulated amortization expense | (8,178) | (4,348) |
Cloud computing arrangement, net | $ 2,524 | $ 5,917 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Cloud Computing Arrangements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Amortization expense | $ 3.8 | $ 4 | $ 0.3 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Deferred Offering Costs (Details) | Dec. 31, 2023 USD ($) |
Accounting Policies [Abstract] | |
Deferred offering costs | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Impairment charges | $ 83,639,000 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_14
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_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Contract term (in months) | 6 months |
Typical payment term (in days) | 30 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Contract term (in months) | 12 months |
Typical payment term (in days) | 45 days |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Sales and Marketing Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Advertising costs | $ 2.9 | $ 42.3 | $ 15.4 |
SUMMARY OF SIGNIFICANT ACCOU_17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 4 years |
Expected dividend yield | 0% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 3 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 4 years |
SUMMARY OF SIGNIFICANT ACCOU_18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Employee Retention Credit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Tax credits | $ 20,939 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Going Concern (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ 591,538 | $ 218,074 |
REVENUE - Product Revenue By Cu
REVENUE - Product Revenue By Customer Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 70,936 | $ 483,476 | $ 618,107 |
Product | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 64,223 | 474,166 | 615,796 |
Product | Private sector customers | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 62,586 | 374,467 | 232,838 |
Product | Public sector entities | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,637 | $ 99,699 | $ 382,958 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Feb. 29, 2024 | Aug. 31, 2023 | Dec. 31, 2021 | Oct. 31, 2020 | May 31, 2020 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Jun. 01, 2023 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | $ 70,936,000 | $ 483,476,000 | $ 618,107,000 | ||||||||||
Deferred revenue recognized | 1,566,000 | 92,448,000 | 90,648,000 | ||||||||||
Deferred revenue | $ 92,448,000 | $ 1,566,000 | 162,000 | 1,566,000 | 92,448,000 | $ 183,096,000 | |||||||
Net contract assets | 1,100,000 | 300,000 | 300,000 | 300,000 | 1,100,000 | ||||||||
Receivables Purchase Agreement | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Receivable purchase agreement, amount authorized | $ 20,000,000 | ||||||||||||
Proceeds from sale of receivables | $ 9,100,000 | 0 | |||||||||||
Receivables Purchase Agreement | Minimum | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Debt instrument, interest rate, stated percentage (as a percent) | 5.50% | ||||||||||||
United States Department Of Defense | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Deferred revenue recognized | 92,400,000 | ||||||||||||
Deferred revenue | 89,800,000 | $ 0 | $ 0 | 0 | 89,800,000 | ||||||||
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 | ||||||||||||
Biomedical Advanced Research And Development Authority (BARDA) | Subsequent Event | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Increase in agreement value | $ 600,000 | ||||||||||||
Service | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | 2,500,000 | 8,000,000 | 500,000 | ||||||||||
Product | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | 64,223,000 | 474,166,000 | 615,796,000 | ||||||||||
Product | United States Department Of Defense | Cue COVID-19 Test | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Agreement value | $ 480,900,000 | ||||||||||||
Grant And Other Revenue | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | 6,713,000 | 9,310,000 | 2,311,000 | ||||||||||
Grant And Other Revenue | Biomedical Advanced Research And Development Authority (BARDA) | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue | $ 6,300,000 | $ 9,100,000 | $ 2,200,000 | ||||||||||
Agreement value | $ 28,300,000 |
REVENUE - Product Revenue Gross
REVENUE - Product Revenue Gross Profit and Gross Profit Margin (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Product revenue | $ 70,936 | $ 483,476 | $ 618,107 |
Product | |||
Disaggregation of Revenue [Line Items] | |||
Product revenue | 64,223 | 474,166 | 615,796 |
Cost of product revenue | 127,091 | 329,973 | 276,542 |
Product gross (loss) profit | $ (62,868) | $ 144,193 | $ 339,254 |
Product gross (loss) profit margin | (98.00%) | 30% | 55% |
REVENUE - Contract Liability Ac
REVENUE - Contract Liability Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contract With Customer, Liability Rollforward [Roll Forward] | |||
Beginning balance | $ 1,566 | $ 92,448 | $ 183,096 |
Unearned revenue from cash received during the period, excluding amounts recognized as revenue during the period | 162 | 1,566 | |
Revenue recognized related to contract liability balance at the beginning of the period | (1,566) | (92,448) | (90,648) |
Ending balance | $ 162 | $ 1,566 | $ 92,448 |
REVENUE - Schedule of Allowance
REVENUE - Schedule of Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for credit losses, beginning balance | $ 2,311 | $ 318 | $ 0 |
Provision for credit losses, net of recoveries | (320) | ||
Provision for credit losses, net of recoveries | 2,019 | 318 | |
Write-offs | (1,969) | (26) | 0 |
Allowance for credit losses, ending balance | $ 22 | $ 2,311 | $ 318 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||||
Raw materials | $ 70,358 | $ 80,968 | ||
Work-in-process | 5,325 | 14,305 | ||
Finished goods | 37,823 | 37,867 | ||
Reserve | (43,194) | (25,494) | $ (2,668) | $ (789) |
Total inventories | 70,312 | 107,646 | ||
Non-current inventories | (56,273) | (25,436) | ||
Inventories, net - current | $ 14,039 | $ 82,210 |
INVENTORIES - Inventory Reserve
INVENTORIES - Inventory Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Reserves [Roll Forward] | ||||
Balance at beginning of year | $ 43,194 | $ 25,494 | $ 2,668 | $ 789 |
Provision for inventory reserve | 25,616 | 56,242 | 2,519 | |
Write-offs | (7,916) | (33,416) | (640) | |
Balance at end of year | $ 43,194 | $ 25,494 | $ 2,668 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expense | $ 7,310 | $ 11,523 |
Prepaid inventory | 1,169 | 4,205 |
Total prepaid expenses | $ 8,479 | $ 15,728 |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 143,088 | $ 272,230 |
Accumulated depreciation and amortization | (70,992) | (82,955) |
Total property and equipment, net | 72,096 | 189,275 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,114 | 32,412 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 114,747 | 214,702 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 24,214 | 23,233 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,013 | $ 1,883 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 44,500,000 | $ 38,700,000 | $ 30,500,000 |
Carrying value of finance leases | 4,844,000 | 7,264,000 | |
Impairment charges | $ 83,639,000 | $ 0 | $ 0 |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (13,647) | $ (5,724) |
Total intangible assets | 19,644 | 16,867 |
Gross Amount | 33,291 | 22,591 |
Total intangible assets | 19,644 | 16,867 |
In-process software development | ||
Finite-Lived Intangible Assets [Line Items] | ||
In-process software development | 820 | 3,539 |
Intangible assets, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 32,471 | 19,052 |
Accumulated Amortization | (13,647) | (5,724) |
Total intangible assets | 18,824 | 13,328 |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 31,551 | 19,052 |
Accumulated Amortization | (13,340) | (5,724) |
Total intangible assets | 18,211 | $ 13,328 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 920 | |
Accumulated Amortization | (307) | |
Total intangible assets | $ 613 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 04, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 7.9 | $ 3.7 | $ 2 | |
TrustMedRx LLC | CHP HC LLP | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Payment to acquire business | $ 0.7 | |||
Business acquisition, transaction costs | $ 0.2 | |||
TrustMedRx LLC | CHP HC LLP | Operating Licenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life (in years) | 2 years |
INTANGIBLE ASSETS - Schedule _2
INTANGIBLE ASSETS - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 19,644 | $ 16,867 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 | 9,831 | |
2025 | 6,388 | |
2026 | 2,605 | |
Total intangible assets | $ 18,824 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 1 Months Ended | 7 Months Ended | |||||
Nov. 30, 2023 | Oct. 31, 2020 USD ($) leaseRenewalOption | Jun. 30, 2020 USD ($) | Aug. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 31, 2021 USD ($) leaseRenewalOption | |
Lessee, Lease, Description [Line Items] | |||||||
Lessee, operating sublease term (in months) | 26 months | ||||||
Right-of-use assets operating leases | $ 78,519 | $ 85,321 | |||||
Operating lease liability | 46,782 | ||||||
Third Party Assigned Rights and Liability | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Right-of-use assets operating leases | 2,000 | ||||||
Operating lease liability | $ 2,700 | ||||||
Third Party Assigned Rights and Liability | Forecast | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, termination payments | $ 600 | ||||||
Operating lease, termination, payment period | 6 months | ||||||
Minimum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Finance lease, remaining lease term (in years) | 1 year | ||||||
Operating lease, remaining lease term (in years) | 1 year | ||||||
Maximum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, remaining lease term (in years) | 8 years | ||||||
San Diego, California | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Term of contract | 10 years | ||||||
Number of renewal options | leaseRenewalOption | 2 | ||||||
Renewal term (in years) | 5 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 | ||||||
Number of renewal options | leaseRenewalOption | 2 | ||||||
Renewal term (in years) | 5 years | ||||||
Payment for improvements | $ 3,500 | ||||||
Right-of-use assets operating leases | 20,500 | ||||||
Operating lease liability | $ 17,100 |
LEASES - Right of Use Assets an
LEASES - Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Right-of-use assets operating leases | $ 78,519 | $ 85,321 |
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 | $ 4,844 | $ 7,264 |
Operating lease liabilities (current) | 5,142 | 7,739 |
Finance lease liabilities (current) | 1,157 | 2,362 |
Operating lease liabilities (non-current) | 41,640 | 44,045 |
Finance lease liabilities (non-current) | $ 0 | $ 849 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 12,062 | $ 11,474 | $ 7,983 |
Finance lease cost: | |||
Amortization of right-of-use assets | 2,420 | 2,557 | 1,854 |
Interest on lease liabilities | 59 | 168 | 218 |
Total lease cost | $ 14,541 | $ 14,199 | $ 10,055 |
LEASES - Operating and Finance
LEASES - Operating and Finance Lease Liability Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 7,591 |
2025 | 7,783 |
2026 | 8,066 |
2027 | 8,153 |
2028 | 7,585 |
Thereafter | 17,472 |
Total lease payments | 56,650 |
Less: Imputed interest | (9,868) |
Total | 46,782 |
Finance Leases | |
2024 | 1,163 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total lease payments | 1,163 |
Less: Imputed interest | (6) |
Total | $ 1,157 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 7,526 | $ 16,105 | $ 20,867 |
Operating cash flows from finance leases | 59 | 168 | 218 |
Financing cash flows from finance leases | $ 2,113 | $ 2,849 | $ 2,124 |
LEASES - Weighted-Average Remai
LEASES - Weighted-Average Remaining Lease term and Discount Rate Information (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term (in years) | ||
Operating Leases | 7 years | 8 years |
Finance Leases | 7 months 6 days | 1 year 3 months 18 days |
Weighted-average discount rate | ||
Operating Leases | 5.70% | 5.70% |
Finance Leases | 2.50% | 3.40% |
ACCRUED LIABILITIES AND OTHER_3
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued purchases | $ 480 | $ 4,488 |
Accrued payroll and benefits | 9,266 | 26,350 |
Accrued expenses | 5,530 | 5,553 |
Accrued sales tax | 3,204 | 1,361 |
Product warranty reserve | 2,638 | 6,660 |
Income tax payable | 364 | 0 |
Accrued purchase commitment loss | 7,818 | 7,966 |
Total accrued liabilities and other current liabilities | $ 29,300 | $ 52,378 |
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 ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 01, 2022 | |
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 1,998,000 | ||||||
Conversion of convertible notes | $ 297,800,000 | 0 | $ 0 | 297,792,000 | |||||
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 (as a percent) | 3% | 9% | |||||||
Debt instrument, initial interest rate period (in months) | 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 (as a percent) | 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 (as a percent) | 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 (as a percent) | 3.50% | ||||||||
Prepayment fee (as a percent) | 1% | ||||||||
Commitment fee (as a percent) | 0.25% | ||||||||
Interest rate, increase (as a percent) | 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 | ||||||||
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 | $ 100,000,000 | |||||||
Letter of Credit | Revolving Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding | 500,000 | ||||||||
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 | ||||||||
Deferred financing costs amortization period | 2 years | ||||||||
Letter of Credit | Secured Revolving Facility Agreement | East West Bank | |||||||||
Debt Instrument [Line Items] | |||||||||
Remaining borrowing capacity | 78,200,000 | ||||||||
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 | $ 20,000,000 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 21, 2023 | Aug. 09, 2023 | Sep. 28, 2021 | Jun. 30, 2020 | May 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | 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 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | |||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||
Conversion of convertible securities, discount (as a percent) | 10% | |||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 1,998,000 | |||||||
Shares issued upon conversion (in shares) | 83,605,947 | |||||||||
Exercised (in dollars per share) | $ 0.66 | $ 0.50 | $ 0.31 | |||||||
Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | |||||||||
Exercised (in dollars per share) | $ 8,000 | |||||||||
At Market Offering Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock, shares proceeds authorized | $ 50,000,000 | |||||||||
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 | |||||||||
Series C Redeemable Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Gross proceeds through issuance | $ 105,600,000 | |||||||||
Conversion of redeemable convertible preferred stock (in shares) | 28,998,607 | |||||||||
Loss on extinguishment of debt | $ 600,000 | |||||||||
Series C-1 Redeemable Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise of redeemable convertible preferred stock warrants (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 | |||||||||
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] | ||||||||||
Debt instrument, face amount | $ 12,000,000 | |||||||||
Debt instrument, interest rate, stated percentage (as a percent) | 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 (as a percent) | 10% | |||||||||
Convertible notes, discount period (in days) | 30 days | |||||||||
Convertible Note Purchase Agreement | Convertible Debt | Redeemable convertible preferred stock | Conversion at 15% Discount | ||||||||||
Class of Stock [Line Items] | ||||||||||
Convertible notes, discount (as a percent) | 15% | |||||||||
Convertible notes, discount period (in days) | 45 days |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Company’s Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
U.S. Treasury | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 15,211 | $ 90,029 |
U.S. Treasury | Quoted prices in active markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 15,211 | 90,029 |
U.S. Treasury | Significant other observable inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | 0 |
U.S. Treasury | Significant unobservable inputs (level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | 0 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 11,068 | 25,288 |
Money market funds | Quoted prices in active markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 11,068 | 25,288 |
Money market funds | Significant other observable inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | 0 |
Money market funds | Significant unobservable inputs (level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 0 | $ 0 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Plan modification, incremental cost | $ 12,900 | ||||
Award vesting period (in years) | 4 years | ||||
Weighted average remaining contractual term (in years) | 6 years 6 months | 6 years 4 months 24 days | 6 years 10 months 24 days | 6 years 4 months 24 days | |
2018 and 2020 Promissory Notes | Chief Product Officer | |||||
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 | ||||
2020 Promissory Notes | Chief Product Officer | |||||
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] | |||||
Total stock-based compensation expense | $ 1,200 | ||||
Aggregate intrinsic value of exercisable options | $ 0 | $ 5,800 | 72,400 | ||
Total intrinsic value of options outstanding | 0 | 6,100 | 81,900 | ||
Unamortized share-based compensation cost related to unvested stock option awards | $ 6,200 | ||||
Expected period for recognition (in years) | 2 years | ||||
Granted (in shares) | 622,323 | ||||
Plan modification, incremental cost | $ 400 | ||||
Stock options | 2021 Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Annual percentage increase in shares available (as a percent) | 5% | ||||
Number of shares available for grant (in shares) | 7,316,596 | ||||
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 (as a percent) | 1% | ||||
Number of shares available for grant (in shares) | 4,356,328 | ||||
Annual increase, number of shares (in shares) | 8,504,263 | ||||
Percentage of fair market for ESPP common stock purchases (as a percent) | 85% | ||||
Share-based Payment Arrangement | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation cost capitalized to inventory during period | $ 2,700 | 3,100 | 2,000 | ||
Share-based compensation cost capitalized in inventory | 0 | ||||
Total stock-based compensation expense | $ 48,735 | $ 64,291 | $ 42,979 | ||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 9,932,451 | 11,939,035 | 11,584,681 | ||
Award vesting period (in years) | 4 years | ||||
Unrecognized compensation cost | $ 66,600 | ||||
Weighted average remaining contractual term (in years) | 2 years 1 month 6 days | ||||
Vested (in shares) | 5,366,322 | 3,329,057 | 193,933 | ||
Restricted stock units | Certain Executives | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 1,177,043 | ||||
Restricted stock units | 2021 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (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% | ||||
Market-Based Performance-Vesting RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 3,335,300 | 0 | 0 | 3,335,300 | |
Award vesting period (in years) | 1 year | ||||
Vested (in shares) | 0 | 0 | 0 | ||
Discount for lack of marketability | 14% | ||||
Operations-Based Performance-Vesting RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 1,597,272 | 266,212 | 0 | 1,597,272 | |
Vested (in shares) | 0 | 532,424 | 0 | ||
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 (in years) | 4 years | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 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 (in years) | 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 |
STOCKHOLDERS_ EQUITY - Stock-Ba
STOCKHOLDERS’ EQUITY - Stock-Based Compensation (Details) - Share-based Payment Arrangement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 48,735 | $ 64,291 | $ 42,979 |
Cost of revenues | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 2,686 | 3,128 | 1,979 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 6,893 | 8,603 | 2,634 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 17,502 | 23,305 | 6,889 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 21,105 | 29,255 | 31,477 |
Restructuring | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 549 | $ 0 | $ 0 |
STOCKHOLDERS_ EQUITY - Summary
STOCKHOLDERS’ EQUITY - Summary of Company's Stock Option Activity (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options | ||||
Outstanding at beginning of period (in shares) | 7,102,853 | 9,163,160 | 8,344,752 | |
Granted (in shares) | 3,473,387 | 0 | 2,965,821 | |
Exercised (in shares) | (169,515) | (1,751,321) | (1,713,054) | |
Forfeited (in shares) | (1,295,082) | (197,710) | (367,317) | |
Expired (in shares) | (388,232) | (111,276) | (67,042) | |
Outstanding at end of period (in shares) | 8,723,411 | 7,102,853 | 9,163,160 | 8,344,752 |
Weighted Average Exercise Price | ||||
Outstanding at end of period (in dollars per share) | $ 3.67 | $ 5.92 | $ 5.13 | $ 0.61 |
Granted (in dollars per share) | 2.15 | 0 | 15.61 | |
Exercised (in dollars per share) | 0.66 | 0.50 | 0.31 | |
Forfeited (in dollars per share) | 10.23 | 12.40 | 10.58 | |
Expired (in dollars per share) | 10.56 | 14.25 | 0.36 | |
Outstanding at beginning of period (in dollars per share) | $ 5.92 | $ 5.13 | $ 0.61 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Options, exercisable (in shares) | 6,219,296 | |||
Options, vested and expected to vest (in shares) | 8,723,411 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 3.99 | |||
Weighted average exercise price, vested and expected to vest (in dollars per share) | $ 3.67 | |||
Weighted average remaining contractual term (years), outstanding | 6 years 6 months | 6 years 4 months 24 days | 6 years 10 months 24 days | 6 years 4 months 24 days |
Weighted average remaining contractual term (years), exercisable | 5 years 6 months | |||
Weighted average remaining contractual term (years), vested and expected to vest | 6 years 6 months |
STOCKHOLDERS_ EQUITY - Valuatio
STOCKHOLDERS’ EQUITY - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Fair Value Assumptions | ||
Expected dividend yield | 0% | |
Stock options | ||
Fair Value Assumptions | ||
Expected volatility | 85% | 40.90% |
Expected term (years) | 6 years 6 months | 7 years 8 months 15 days |
Expected dividend yield | 0% | 0% |
Risk-free interest rate | 4.30% | 0.80% |
Grant date fair value (in dollars per share) | $ 1.58 | $ 6.93 |
STOCKHOLDERS_ EQUITY - Summar_2
STOCKHOLDERS’ EQUITY - 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock units | ||||
Underlying Shares | ||||
Outstanding, beginning balance (in shares) | 18,681,701 | 11,264,235 | 0 | |
Granted (in shares) | 9,932,451 | 11,939,035 | 11,584,681 | |
Vested (in shares) | (5,366,322) | (3,329,057) | (193,933) | |
Forfeited (in shares) | (6,476,122) | (1,192,512) | (126,513) | |
Outstanding, ending balance (in shares) | 16,771,708 | 18,681,701 | 11,264,235 | |
Weighted-average Grant Date Fair Value | ||||
Outstanding, beginning balance (in dollars per share) | $ 9.51 | $ 14.62 | $ 0 | |
Granted (in dollars per share) | 1.61 | 5.97 | 14.65 | |
Vested (in dollars per share) | 7.12 | 13.30 | 15.65 | |
Forfeited (in dollars per share) | 7.61 | 11.67 | 16 | |
Outstanding, ending balance (in dollars per share) | $ 6.33 | $ 9.51 | $ 14.62 | |
Aggregate Fair Value | ||||
Aggregate fair value, beginning balance | $ 177,739 | $ 164,656 | $ 0 | |
Granted | 15,965 | 71,276 | 169,716 | |
Vested | (38,207) | (44,276) | (3,036) | |
Forfeited | (49,290) | (13,917) | (2,024) | |
Aggregate fair value, ending balance | $ 106,207 | $ 177,739 | $ 164,656 | |
Market-Based Performance-Vesting RSUs | ||||
Underlying Shares | ||||
Outstanding, beginning balance (in shares) | 3,335,300 | 3,335,300 | 0 | |
Granted (in shares) | 3,335,300 | 0 | 0 | 3,335,300 |
Vested (in shares) | 0 | 0 | 0 | |
Forfeited (in shares) | 0 | 0 | 0 | |
Outstanding, ending balance (in shares) | 3,335,300 | 3,335,300 | 3,335,300 | |
Weighted-average Grant Date Fair Value | ||||
Outstanding, beginning balance (in dollars per share) | $ 12.82 | $ 12.82 | $ 0 | |
Granted (in dollars per share) | 0 | 0 | 12.82 | |
Vested (in dollars per share) | 0 | 0 | 0 | |
Forfeited (in dollars per share) | 0 | 0 | 0 | |
Outstanding, ending balance (in dollars per share) | $ 12.82 | $ 12.82 | $ 12.82 | |
Aggregate Fair Value | ||||
Aggregate fair value, beginning balance | $ 42,759 | $ 42,759 | $ 0 | |
Granted | 0 | 0 | 42,759 | |
Vested | 0 | 0 | 0 | |
Forfeited | 0 | 0 | 0 | |
Aggregate fair value, ending balance | $ 42,759 | $ 42,759 | $ 42,759 | |
Operations-Based Performance-Vesting RSUs | ||||
Underlying Shares | ||||
Outstanding, beginning balance (in shares) | 798,635 | 1,597,272 | 0 | |
Granted (in shares) | 1,597,272 | 266,212 | 0 | 1,597,272 |
Vested (in shares) | 0 | (532,424) | 0 | |
Forfeited (in shares) | (1,064,847) | (266,213) | 0 | |
Outstanding, ending balance (in shares) | 0 | 798,635 | 1,597,272 | |
Weighted-average Grant Date Fair Value | ||||
Outstanding, beginning balance (in dollars per share) | $ 16 | $ 16 | $ 0 | |
Granted (in dollars per share) | 2.48 | 0 | 16 | |
Vested (in dollars per share) | 0 | 16 | 0 | |
Forfeited (in dollars per share) | 12.62 | 16 | 0 | |
Outstanding, ending balance (in dollars per share) | $ 0 | $ 16 | $ 16 | |
Aggregate Fair Value | ||||
Aggregate fair value, beginning balance | $ 12,778 | $ 25,556 | $ 0 | |
Granted | 660 | 0 | 25,556 | |
Vested | 0 | (8,519) | 0 | |
Forfeited | (13,438) | (4,259) | 0 | |
Aggregate fair value, ending balance | $ 0 | $ 12,778 | $ 25,556 |
STOCKHOLDERS_ EQUITY - Weighted
STOCKHOLDERS’ EQUITY - Weighted-Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2023 | 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% |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net (loss) income | $ (373,464) | $ (194,056) | $ 86,418 |
Less: Income allocated to participating securities | 0 | 0 | 53,310 |
Net (loss) income attributable to common stockholders – basic | (373,464) | (194,056) | 33,108 |
Plus: Income allocated to non-participating securities | 0 | 0 | 2,285 |
Net (loss) income attributable to common stockholders - diluted | $ (373,464) | $ (194,056) | $ 35,393 |
Denominator: | |||
Basic weighted-average common shares outstanding (in shares) | 152,877,306 | 148,024,749 | 52,815,449 |
Dilutive potential common stock issuable: | |||
Diluted weighted-average shares outstanding (in shares) | 152,877,306 | 148,024,749 | 59,635,384 |
Net (loss) income attributable to common stockholders per share | |||
Basic (in dollars per share) | $ (2.44) | $ (1.31) | $ 0.63 |
Diluted (in dollars per share) | $ (2.44) | $ (1.31) | $ 0.59 |
Stock options | |||
Dilutive potential common stock issuable: | |||
Stock options and restricted stock units (in shares) | 0 | 0 | 6,631,061 |
Restricted stock units | |||
Dilutive potential common stock issuable: | |||
Stock options and restricted stock units (in shares) | 0 | 0 | 70,283 |
Common Stock | |||
Dilutive potential common stock issuable: | |||
Stock warrants (in shares) | 0 | 0 | 81,517 |
Preferred Stock | |||
Dilutive potential common stock issuable: | |||
Stock warrants (in shares) | 0 | 0 | 37,074 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 28,780,389 | 26,333,378 | 13,357,165 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,723,411 | 7,102,853 | 2,724,654 |
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) | 16,771,708 | 18,681,701 | 10,556,767 |
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) | 75,744 | 75,744 | 75,744 |
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) | 3,209,526 | 473,080 | 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | |||||
Effective tax rate | (1.30%) | 4.80% | 27.50% | ||
Valuation allowance increase | $ 83,600 | $ 36,000 | |||
Tax credit carryforwards, research | 6,288 | 3,508 | |||
Tax credit carryforwards | 800 | ||||
Unrecognized tax benefits | 5,867 | 2,705 | $ 3,405 | $ 1,045 | |
Unrecognized tax benefits that would impact effective tax rate | 4,100 | ||||
Unrecognized tax benefits, interest and penalties | 300 | 400 | |||
California Competes Tax Credit | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward | $ 20,000 | ||||
Tax credit carryforward term (in years) | 5 years | ||||
Tax credit carryforward, annual amount | $ 4,000 | ||||
U.S. State | |||||
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance increase | 18,100 | ||||
Operating loss carryforwards | 404,600 | ||||
Operating loss carryforwards, subject to expiration | 404,600 | ||||
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 | 4,300 | ||||
Domestic Tax Authority | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating loss carryforwards | 258,500 | ||||
Operating loss carryforwards, subject to expiration | 5,800 | ||||
Operating loss carryforwards, not subject to expiration | 252,700 | ||||
Tax credit carryforwards, research | 4,500 | ||||
Operating loss carryforwards, subjected to limitation related to utilization | 9,700 | ||||
Section 174 Capitalization | |||||
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance increase | $ 65,400 | $ 36,000 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income (Loss) before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (369,519) | $ (203,819) | $ 119,177 |
Foreign | 848 | 15 | 0 |
Net (loss) income before income taxes | $ (368,671) | $ (203,804) | $ 119,177 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
U.S. federal | $ 2,550 | $ (4,860) | $ 9,483 |
State | 1,998 | (1,425) | 19,808 |
Foreign | 245 | 5 | 0 |
Deferred: | |||
U.S. federal | 0 | (3,468) | 3,468 |
Income tax expense (benefit) | $ 4,793 | $ (9,748) | $ 32,759 |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory tax rate | 21% | 21% | 21% |
State and local income taxes, net of federal tax benefit | 4.40% | 4.10% | 7.40% |
Permanent differences | (0.30%) | 0.20% | (0.50%) |
Change in valuation allowance | (22.70%) | (17.70%) | (15.90%) |
Tax credits | 1.40% | 3.50% | (1.50%) |
Non-deductible convertible note adjustments | 0% | 0% | 14.10% |
Sec. 162(m) limitation | 0% | (3.80%) | 2.80% |
Uncertain tax position reserves | (0.90%) | 0.30% | 1.30% |
Stock-based compensation | (3.40%) | (1.90%) | (1.50%) |
Tax rate change | (0.40%) | (1.40%) | 0% |
Other | (0.30%) | 0.50% | 0.30% |
Effective tax rate | (1.30%) | 4.80% | 27.50% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses | $ 74,992 | $ 19,175 |
Research and development credits | 6,288 | 3,508 |
Operating lease liabilities | 11,949 | 13,010 |
Share-based compensation | 5,804 | 6,836 |
Accruals and reserves | 19,759 | 21,351 |
Capitalized R&D expenses | 25,855 | 24,220 |
Depreciation and amortization | 8,278 | 0 |
Other | 117 | 747 |
Gross deferred tax assets | 153,042 | 88,847 |
Deferred tax liabilities: | ||
Operating right-of-use assets | 19,803 | 21,437 |
Depreciation and amortization | 0 | 17,752 |
Gross deferred tax liabilities | 19,803 | 39,189 |
Gross deferred tax assets/(liabilities) | 133,239 | 49,658 |
Valuation allowance | (133,239) | (49,658) |
Net deferred tax asset/(liabilities) | $ 0 | $ 0 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at January 1 | $ 2,705 | $ 3,405 | $ 1,045 |
Increases related to prior year tax positions, net | 864 | 0 | 1,360 |
Reductions based on tax positions related to prior years | 0 | (1,673) | 0 |
Increases related to current year tax positions | 2,298 | 973 | 1,000 |
Balance at December 31 | $ 5,867 | $ 2,705 | $ 3,405 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
May 05, 2023 | Jan. 25, 2024 | Mar. 31, 2023 | Sep. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2021 | |
Debt Instrument [Line Items] | ||||||||||
Restructuring expense | $ 14,500,000 | $ 2,020,000 | $ 0 | |||||||
Restricted cash | 800,000 | 800,000 | $ 800,000 | |||||||
Loss on purchase commitments | 0 | $ 8,000,000 | $ 0 | |||||||
Damages sought | $ 24,200,000 | |||||||||
Letter of Credit | Sanmina Corporation | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from collateralized letter of credit | $ 12,000,000 | |||||||||
Revolving Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | 0 | |||||||||
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 | $ 100,000,000 | ||||||||
Revolving Credit Facility | Revolving Credit Agreement | East West Bank | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 130,000,000 | |||||||||
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 | $ 20,000,000 | ||||||||
Letter of Credit | Revolving Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of credit outstanding | 500,000 | |||||||||
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 | |||||||||
Cost Reduction Plan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Restructuring expense | $ 14,500,000 | |||||||||
Cost Reduction Plan | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Severance costs, non-cash | $ 100,000 | |||||||||
Cost Reduction Plan | Minimum | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Severance costs | $ 5,300,000 | |||||||||
Cost Reduction Plan | Maximum | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Severance costs | $ 6,800,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Total Amount Incurred and Accrued Related to Restructuring Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Accrued restructuring, beginning balance | $ 0 | $ 0 |
Restructuring charges incurred during the period | 14,500 | 2,020 |
Cash payments | (13,951) | (2,020) |
Non-cash settlements and other adjustments | (549) | 0 |
Accrued restructuring, ending balance | $ 0 | $ 0 |
Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | Restructuring charges incurred during the period | Restructuring charges incurred during the period |