Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40354 | |
Entity Registrant Name | Zymergen Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-2942439 | |
Entity Address, Address Line One | 5980 Horton Street | |
Entity Address, Address Line Two | Suite 105 | |
Entity Address, City or Town | Emeryville | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94608 | |
City Area Code | 415 | |
Local Phone Number | 801-8073 | |
Title of 12(b) Security | Common stock, $0.001 par value per share | |
Trading Symbol | ZY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 102,389,838 | |
Entity Central Index Key | 0001645842 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 577,731 | $ 210,205 | |
Accounts receivable | 5,998 | 2,516 | |
Accounts receivable, unbilled | 446 | 1,659 | |
Prepaid expenses | 13,886 | 7,024 | |
Inventories | 5,951 | 4,969 | |
Restricted cash, current | 30 | 0 | |
Other current assets | 2,110 | 2,201 | |
Total current assets | 606,152 | 228,574 | |
Restricted cash | 10,777 | 9,605 | |
Property and equipment, net | 62,456 | 48,718 | |
Goodwill | 33,841 | 11,604 | |
Intangible assets, net | 9,778 | 4,790 | |
Other long-term assets | 2,444 | 1,630 | |
Total assets | 725,448 | 304,921 | |
Current liabilities: | |||
Accounts payable | 14,240 | 12,097 | |
Accrued and other liabilities | 33,110 | 26,888 | |
Short-term debt, net | 0 | 79,331 | |
Short-term deferred rent | 1,040 | 494 | |
Deferred revenue | 3,386 | 2,648 | |
Total current liabilities | 51,776 | 121,458 | |
Long-term debt, net | 79,911 | 0 | |
Long-term deferred rent | 21,467 | 9,916 | |
Warrant liabilities | 0 | 14,231 | |
Other long-term liabilities | 2,949 | 2,254 | |
Total liabilities | 156,103 | 147,859 | |
Commitments and contingencies | |||
Convertible preferred stock, $0.001 par value, 170,000,000 and 214,181,024 shares authorized as of June 30, 2021 and December 31, 2020, respectively; no shares issued and outstanding as of June 30, 2021 and 68,093,280 shares issued and outstanding as of December 31, 2020 | 0 | 900,798 | |
Stockholders' equity (deficit) | |||
Common stock, $0.001 par value, 1,500,000,000 and 286,477,669 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 102,297,175 and 12,812,109 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 103 | 13 | |
Additional paid-in capital | 1,528,400 | 29,991 | |
Accumulated deficit | (959,158) | (773,740) | |
Total stockholders' equity (deficit) | 569,345 | (743,736) | |
Total liabilities and convertible preferred stock and stockholders' equity (deficit) | $ 725,448 | $ 304,921 | |
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized (in shares) | 170,000,000 | 214,181,024 |
Convertible preferred stock, issued (in shares) | 0 | 68,093,280 |
Convertible preferred stock, outstanding (in shares) | 0 | 68,093,280 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 1,500,000,000 | 286,477,669 |
Common stock, issued (in shares) | 102,297,175 | 12,812,109 |
Common stock, outstanding (in shares) | 102,297,175 | 12,812,109 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues from research and development service agreements | $ 4,879 | $ 771 | $ 7,493 | $ 2,675 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | zy:ResearchAndDevelopmentServiceAgreementsMember | zy:ResearchAndDevelopmentServiceAgreementsMember | zy:ResearchAndDevelopmentServiceAgreementsMember | zy:ResearchAndDevelopmentServiceAgreementsMember |
Collaboration revenue | $ 1,008 | $ 445 | $ 2,129 | $ 1,495 |
Total revenues | 5,887 | 1,216 | 9,622 | 4,170 |
Cost and operating expenses: | ||||
Cost of service revenue | 21,829 | 18,098 | 42,959 | 42,674 |
Research and development | 50,152 | 17,481 | 89,963 | 39,283 |
Sales and marketing | 7,904 | 4,582 | 14,776 | 10,123 |
General and administrative | 23,661 | 16,610 | 42,992 | 30,303 |
Total cost and operating expenses | 103,546 | 56,771 | 190,690 | 122,383 |
Operating loss | (97,659) | (55,555) | (181,068) | (118,213) |
Other income (expense): | ||||
Interest income | 12 | 42 | 55 | 419 |
Interest expense | (2,767) | (2,729) | (5,494) | (5,413) |
Gain (loss) on change in fair value of warrant liabilities | (430) | (1,166) | 1,849 | (1,616) |
Other expense, net | (5) | (31) | (768) | (63) |
Total other expense | (3,190) | (3,884) | (4,358) | (6,673) |
Loss before income taxes | (100,849) | (59,439) | (185,426) | (124,886) |
(Provision for) benefit from income taxes | 16 | (1) | 8 | 106 |
Net loss and comprehensive loss | (100,833) | (59,440) | (185,418) | (124,780) |
Net loss and comprehensive loss | $ (100,833) | $ (59,440) | $ (185,418) | $ (124,780) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (1.30) | $ (4.84) | $ (4.07) | $ (10.57) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (1.30) | $ (4.84) | $ (4.10) | $ (10.57) |
Weighted average shares used in computing net loss per share to common stockholders, basic (in shares) | 77,671,643 | 12,288,520 | 45,512,654 | 11,805,573 |
Weighted average shares used in computing net loss per share to common stockholders, diluted (in shares) | 77,671,643 | 12,288,520 | 45,727,153 | 11,805,573 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | ||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2019 | 11,030,816 | |||||
Stockholders equity, beginning balance at Dec. 31, 2019 | $ (499,578) | $ 11 | $ 11,957 | $ (511,546) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in business acquisition (in shares) | 1,082,747 | |||||
Issuance of common stock in business acquisition | 10,395 | $ 1 | 10,394 | |||
Vesting of restricted common stock (in shares) | 16,810 | |||||
Issuance of common stock upon exercise of options (in shares) | 40,868 | |||||
Issuance of common stock upon exercise of options | 172 | 172 | ||||
Stock-based compensation expense | 1,042 | 1,042 | ||||
Net loss | (65,340) | (65,340) | ||||
Shares outstanding, ending balance (in shares) at Mar. 31, 2020 | 12,171,241 | |||||
Stockholders equity, ending balance at Mar. 31, 2020 | $ (553,309) | $ 12 | 23,565 | (576,886) | ||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2019 | 54,834,169 | |||||
Temporary equity, beginning balance at Dec. 31, 2019 | $ 607,763 | |||||
Shares outstanding, ending balance (in shares) at Mar. 31, 2020 | 54,834,169 | |||||
Temporary equity, ending balance at Mar. 31, 2020 | $ 607,763 | |||||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2019 | 11,030,816 | |||||
Stockholders equity, beginning balance at Dec. 31, 2019 | (499,578) | $ 11 | 11,957 | (511,546) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (124,780) | |||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2020 | 12,516,030 | |||||
Stockholders equity, ending balance at Jun. 30, 2020 | $ (609,878) | $ 13 | 26,435 | (636,326) | ||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2019 | 54,834,169 | |||||
Temporary equity, beginning balance at Dec. 31, 2019 | $ 607,763 | |||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2020 | 54,834,169 | |||||
Temporary equity, ending balance at Jun. 30, 2020 | $ 607,763 | |||||
Shares outstanding, beginning balance (in shares) at Mar. 31, 2020 | 12,171,241 | |||||
Stockholders equity, beginning balance at Mar. 31, 2020 | (553,309) | $ 12 | 23,565 | (576,886) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted common stock (in shares) | 16,810 | |||||
Issuance of common stock upon exercise of options (in shares) | 327,979 | |||||
Issuance of common stock upon exercise of options | 1,628 | $ 1 | 1,627 | |||
Stock-based compensation expense | 1,243 | 1,243 | ||||
Net loss | (59,440) | (59,440) | ||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2020 | 12,516,030 | |||||
Stockholders equity, ending balance at Jun. 30, 2020 | $ (609,878) | $ 13 | 26,435 | (636,326) | ||
Shares outstanding, beginning balance (in shares) at Mar. 31, 2020 | 54,834,169 | |||||
Temporary equity, beginning balance at Mar. 31, 2020 | $ 607,763 | |||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2020 | 54,834,169 | |||||
Temporary equity, ending balance at Jun. 30, 2020 | $ 607,763 | |||||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2020 | 12,812,109 | 12,812,109 | ||||
Stockholders equity, beginning balance at Dec. 31, 2020 | $ (743,736) | [1] | $ 13 | 29,991 | (773,740) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted common stock (in shares) | 16,810 | |||||
Issuance of common stock upon exercise of options (in shares) | 711,963 | |||||
Issuance of common stock upon exercise of options | 3,189 | 3,189 | ||||
Stock-based compensation expense | 2,253 | 2,253 | ||||
Share settlement of non-recourse loan to employees (in shares) | (67,050) | |||||
Cash settlement of non-recourse loan to employee | 1,946 | 1,946 | ||||
Net loss | (84,585) | (84,585) | ||||
Shares outstanding, ending balance (in shares) at Mar. 31, 2021 | 13,473,832 | |||||
Stockholders equity, ending balance at Mar. 31, 2021 | $ (820,933) | $ 13 | 37,379 | (858,325) | ||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2020 | 68,093,280 | |||||
Temporary equity, beginning balance at Dec. 31, 2020 | [1] | $ 900,798 | ||||
Shares outstanding, ending balance (in shares) at Mar. 31, 2021 | 68,093,280 | |||||
Temporary equity, ending balance at Mar. 31, 2021 | $ 900,798 | |||||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2020 | 12,812,109 | 12,812,109 | ||||
Stockholders equity, beginning balance at Dec. 31, 2020 | $ (743,736) | [1] | $ 13 | 29,991 | (773,740) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (185,418) | |||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2021 | 102,297,175 | 102,297,175 | ||||
Stockholders equity, ending balance at Jun. 30, 2021 | $ 569,345 | $ 103 | 1,528,400 | (959,158) | ||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2020 | 68,093,280 | |||||
Temporary equity, beginning balance at Dec. 31, 2020 | [1] | $ 900,798 | ||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2021 | 0 | |||||
Temporary equity, ending balance at Jun. 30, 2021 | $ 0 | |||||
Shares outstanding, beginning balance (in shares) at Mar. 31, 2021 | 13,473,832 | |||||
Stockholders equity, beginning balance at Mar. 31, 2021 | (820,933) | $ 13 | 37,379 | (858,325) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon initial public offering, net of commission and issuance costs of $45,138 (in shares) | 18,549,500 | |||||
Issuance of common stock upon initial public offering, net of commission and issuance costs of $45,138 | 529,897 | $ 19 | 529,878 | |||
Conversion of preferred stock into common stock (in shares) | 68,998,791 | |||||
Conversion of preferred stock into common stock | 928,182 | $ 69 | 928,113 | |||
Issuance of common stock upon exercise of warrants (in shares) | 226,880 | |||||
Issuance of common stock in business acquisition (in shares) | 774,402 | |||||
Issuance of common stock in business acquisition | 24,809 | $ 1 | 24,808 | |||
Vesting of restricted common stock (in shares) | 16,810 | |||||
Issuance of common stock upon exercise of options (in shares) | 256,960 | |||||
Issuance of common stock upon exercise of options | 1,258 | $ 1 | 1,257 | |||
Stock-based compensation expense | 6,965 | 6,965 | ||||
Net loss | $ (100,833) | (100,833) | ||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2021 | 102,297,175 | 102,297,175 | ||||
Stockholders equity, ending balance at Jun. 30, 2021 | $ 569,345 | $ 103 | $ 1,528,400 | $ (959,158) | ||
Shares outstanding, beginning balance (in shares) at Mar. 31, 2021 | 68,093,280 | |||||
Temporary equity, beginning balance at Mar. 31, 2021 | $ 900,798 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Issuance of preferred stock upon exercise of Series C Preferred Stock warrants (in shares) | 883,332 | |||||
Issuance of preferred stock upon exercise of Series C Preferred Stock warrants | $ 27,384 | |||||
Conversion of preferred stock into common stock (in shares) | (68,976,612) | |||||
Conversion of preferred stock into common stock | $ (928,182) | |||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2021 | 0 | |||||
Temporary equity, ending balance at Jun. 30, 2021 | $ 0 | |||||
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Commission and issuance costs | $ (45,138) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net loss | $ (185,418) | $ (124,780) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 9,330 | 9,586 |
Stock-based compensation expense | 9,218 | 2,285 |
Non-cash interest expense | 580 | 471 |
(Gain) loss on change in fair value of warrant liabilities | (1,849) | 1,616 |
Unrealized foreign exchange loss | 573 | 0 |
Benefit from income tax | (26) | (107) |
Other | (9) | (77) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,482) | 746 |
Accounts receivable, unbilled | 192 | (1,230) |
Prepaid expenses | (6,718) | 725 |
Inventories | (982) | (452) |
Other current assets | 430 | (1,581) |
Other long-term assets | 3 | 4 |
Accounts payable | (2,821) | (7,795) |
Accrued and other liabilities | 1,879 | (738) |
Deferred revenue | (120) | 998 |
Deferred rent | 11,943 | 996 |
Other long-term liabilities | 173 | 1,581 |
Net cash used in operating activities | (167,104) | (117,752) |
Investing activities | ||
Purchases of property and equipment | (19,563) | (13,194) |
Proceeds from sale of property and equipment | 0 | 13 |
Business acquisition, net of cash acquired | 1,238 | 80 |
Net cash used in investing activities | (18,325) | (13,101) |
Financing activities | ||
Proceeds from initial public offering, net of commission and issuance cost | 533,293 | 0 |
Proceeds from exercise of Series C warrants | 15,002 | 0 |
Proceeds from repayment of non-recourse loan to employee | 1,946 | 0 |
Payment of deferred offering costs | 0 | (37) |
Proceeds from exercise of common stock options, net of repurchases | 4,448 | 1,800 |
Net cash provided by financing activities | 554,689 | 1,763 |
Effect of exchange rate changes on cash | (532) | 0 |
Change in cash and cash equivalents | 368,728 | (129,090) |
Cash, cash equivalents, and restricted cash at beginning of the period | 219,810 | 163,042 |
Cash, cash equivalents, and restricted cash at end of the period | 588,538 | 33,952 |
Cash and cash equivalents | 577,731 | 24,584 |
Restricted cash, current | 30 | 0 |
Restricted cash, non-current | 10,777 | 9,368 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 588,538 | 33,952 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest, net of interest capitalized | 4,942 | 2,009 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of preferred shares to common stock | 900,798 | 0 |
Exercise of warrant liability into preferred stock | 12,382 | 0 |
Issuance of common stock in business combination | 24,809 | 10,395 |
Acquisitions of property and equipment under accounts payable and accrued and other liabilities | 5,675 | 1,342 |
Offering costs related to initial public offering under accounts payable and accrued and other liabilities | 2,948 | 0 |
Deferred offering costs related to Series D preferred stock under accounts payable and accrued and other liabilities | $ 0 | $ 351 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Zymergen (the “Company”) integrates computational and manufacturing technologies to design, develop, and commercialize bio-based breakthrough products in a broad range of industries, including electronics, consumer care and agriculture. The Company has developed a platform designed to treat the genome as a search space that utilizes proprietary machine learning algorithms and advanced automation to identify genetic changes for the development of bio-based products. In addition, Zymergen's platform is used to discover novel molecules used to enable unique material properties. The Company was incorporated in Delaware on April 24, 2013. Initial Public Offering In April 2021, the Company completed the initial public offering ("IPO") of its common stock. The Company sold an aggregate of 18,549,500 shares of its common stock (inclusive of 2,419,500 shares pursuant to the underwriters’ option to purchase additional shares) at a price of $31.00 per share for aggregate cash proceeds of approximately $529.9 million, net of underwriting discounts, commissions, and estimated offering costs. The sale of 16,130,000 shares in the IPO and the sale of 2,419,500 shares pursuant to the underwriters’ option closed on April 26, 2021. On April 26, 2021, immediately prior to the closing of the IPO, all outstanding shares of convertible preferred stock converted into 68,115,459 shares of common stock. On April 26, 2021, immediately prior to the closing of the IPO, all warrants to purchase preferred stock were exercised and converted into 883,332 shares of common stock. Need for Additional Capital The Company has sustained operating losses and expects to continue to generate operating losses for the foreseeable future. The Company had unrestricted cash and cash equivalents of $577.7 million as of June 30, 2021. Since inception through June 30, 2021, the Company has incurred cumulative net losses of $959.2 million. While the Company has signed a number of initial customer R&D services and collaboration contracts, revenues have been insufficient to fund operations. Accordingly, the Company has funded the portion of operating costs exceeding revenues through a combination of proceeds raised from equity and debt issuances (including from its recent IPO). The Company’s operating costs include the cost of developing and commercializing products as well as providing research and development services. As a consequence, the Company may need to raise additional equity and debt financing that may not be available, if at all, at terms acceptable to the Company to fund future operations. The Company expects that its cash and cash equivalents will be sufficient to fund its operations for a period of at least one year from the date the accompanying unaudited Condensed Consolidated Financial Statements are filed with the Securities and Exchange Commission ("SEC"). The Company cannot at this time predict the specific extent, duration, or full impact that the ongoing COVID-19 pandemic will have on its financial condition and operations. The impact of the COVID-19 pandemic on the financial performance of the Company will depend on future developments, including the duration and spread of the pandemic and related governmental advisories and restrictions. These developments and the continuing impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain. If business conditions, financial markets and/or the overall economy continue to be impacted, the Company’s results may be adversely affected. Reverse Split In April 2021, the Company's Board of Directors approved a 3-for-1 reverse split (“Reverse Split”) of its common stock and convertible preferred stock. This became effective on April 13, 2021 with the filing of the Company’s amended and restated certificate of incorporation. The par value of the common stock and convertible preferred stock was not adjusted as the result of the Reverse Split. All share and per share information has been retroactively adjusted to reflect the Reverse Split for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting PoliciesThere were no significant changes to the accounting policies during the six months ended June 30, 2021, from the significant accounting policies described in Note 2 of the “Notes to Consolidated Financial Statements” in the Prospectus dated April 21, 2021, filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Prospectus"), except as described below. Basis of Preparation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2020 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These unaudited interim Condensed Consolidated Financial Statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial information. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other interim period or for any other future year. The accompanying unaudited Condensed Consolidated Financial Statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2020 included in the Prospectus. Principles of Consolidation These Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Fiscal Year The Company’s fiscal year ends on December 31. References to fiscal 2021, for example, refer to the fiscal year ended December 31, 2021. The period end for the Company covered by this report is June 30, 2021. Use of Estimates The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates include, but are not limited to, standalone selling price ("SSP") of performance obligations for contracts with multiple performance obligations, estimate of variable consideration from revenue contracts, useful life of property and equipment, allowance for doubtful accounts, net realizable value of inventories, the valuation of goodwill and intangible assets, and the valuation of common and preferred stock used in the valuation of options to purchase common stock and warrants to purchase common stock or preferred stock. Actual results could differ from those estimates. Segment Information Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in deciding resource allocation and assessing performance. The Company’s Acting Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. Consequently, the Company has determined it operates and manages its business in one operating and one reportable segment. Foreign Currency For the Company and its subsidiaries, the functional currency has been determined to be the U.S. Dollar (USD). Assets and liabilities denominated in foreign currency are remeasured at period-end exchange rates for monetary assets. Non-monetary assets and liabilities denominated in foreign currencies are remeasured at historical rates. Foreign currency transaction gains and losses resulting from remeasurement are recognized in Other expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Stock-Based Compensation The Company’s stock-based compensation for employees and non-employees is accounted for in accordance with the provisions issued by the Accounting Standard Codification principles for stock compensation and share-based arrangements. Under the fair value recognition provisions of this statement, stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as an expense ratably over the requisite service period of the award, taking into consideration actual forfeitures. Determining the appropriate fair value and calculating the fair value of stock-based awards requires judgment, including estimating stock price volatility, risk free interest rates, expected dividends, and expected life. The Company estimates the fair value of stock options with a service-based vesting condition and employee stock purchase plan purchases on the date of grant using the Black-Scholes-Merton option-valuation model. The Company estimates the fair value of stock options with a market-based vesting condition on the date of grant using a Monte Carlo simulation model. The grant-date fair value of option awards is based upon the fair value of our common stock as of the date of grant, as well as estimates of the expected term of the awards, expected common stock price volatility over the expected term of the option awards, risk-free interest rates and expected dividend yield. Restricted Stock Units ("RSUs") granted are valued at the market price of our common stock on the date of grant. Contingencies The Company is subject to various litigation and arbitration claims that arise in the ordinary course of business, including but not limited to those related to employee matters. Some of these proceedings involve claims that are subject to substantial uncertainties and unascertainable damages. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has determined that no provision for liability nor disclosure is required related to any claim against the Company when: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial. CARES Act On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security (CARES) Act which, among other things, permits the deferral of the employer’s portion of social security tax payments between March 27, 2020 and December 31, 2020. As of June 30, 2021 and December 31, 2020, respectively, approximately $3.7 million of employer payroll tax payments were deferred with 50% due by December 31, 2021 and the remaining 50% by December 31, 2022. Accounting Pronouncements Adopted In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , an amendment to the accounting guidance on cloud computing service arrangements that changes the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires an entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 14, 2021. The Company adopted the new standard effective January 1, 2021 using a prospective transition method. The adoption did not have a material impact on the Condensed Consolidated Financial Statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) , which discusses the interaction between Topic 808, Collaborative Arrangements and Topic 606, Revenue from Contracts with Customers, including clarification around certain transactions between collaborative arrangement participants, adding unit-of-account guidance to Topic 808 and require that transactions in a collaborative arrangement where the participant is not a customer not be presented together with revenue recognized under Topic 606. This standard is effective for the Company for annual periods beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted but an entity may not adopt the amendments earlier than its adoption date of Topic 606. The Company adopted the new standard effective January 1, 2021 using a retrospective transition method. The adoption did not have a material impact on the Condensed Consolidated Financial Statements. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , (“ASU 2016-02”). Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. ASU 2016-02 will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The Company is required to adopt the new standard for 2022 and is currently evaluating the effect that Topic 842 will have on its financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Credit losses (Topic 326) , subsequently amended by ASU 2019-10, which sets forth a “current expected credit loss” model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. The standard will become effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This pronouncement is effective for the Company for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance but does not expect adoption will have a material impact on its financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments of ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022 and do not apply to contract modifications made after December 31, 2022. The Company is evaluating the effect of this guidance and has not yet determined the impact to its financial statements and related disclosures. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Lodo Therapeutics Corporation On May 16, 2021, the Company completed a nontaxable acquisition of 100% of the equity interests of Lodo Therapeutics Corporation ("Lodo"), a privately-held company which uses its proprietary bacterial metagenomics discovery platform to develop novel therapeutics from nature. The acquisition was accounted for as a business combination. The purchase price for the acquisition was $25.3 million, substantially all of which was non-cash consideration. The non-cash consideration consisted of 774,402 shares of the Company’s common stock. The intangible assets acquired consisted primarily of $22.2 million of goodwill and Lodo’s developed technology of $5.4 million. Goodwill recognized is primarily a measure of the expected synergies from combining the operations of Lodo and the Company’s developed technologies. The Company granted RSUs to certain employees and consultants of Lodo in connection with the acquisition that generally vest in three installments over a period of up to two years, subject to their continued service with the Company. The following table represents the allocation of the purchase consideration, including the non-cash consideration, based on fair value (in thousands): Cash and cash equivalents $ 1,778 Other current assets 464 Property, plant and equipment 948 Other non-current assets 305 Developed technology 5,400 Customer relationship intangible asset 420 Total identifiable assets acquired $ 9,315 Accounts payable and accrued expenses $ 4,643 Other liabilities 1,534 Deferred tax liability 26 Total liabilities assumed $ 6,203 Net identifiable assets acquired $ 3,112 Goodwill 22,237 Net assets acquired $ 25,349 The Company's purchase price allocation for the acquisition is preliminary and subject to revision as additional information about the fair value of the assets and liabilities becomes available. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. Primary areas that are not yet finalized are related to acquired intangible assets including goodwill. Additional information that existed as of the closing date but not known at the time of this filing may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the closing date. As a result of the business combination the Company incurred $0.9 million of acquisition related costs for its benefit which are not accounted for as part of consideration transferred. Acquisition related costs related primarily to legal services, accounting, tax, valuation, and due diligence and are recognized in General and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Loss. Pro forma results of operations will not be presented because the effects of this acquisition were not material to the Company’s Condensed Consolidated Financial Statements under applicable SEC rules. enEvolv, Inc. On March 10, 2020, the Company completed a nontaxable acquisition of 100% of the equity of enEvolv, Inc., which has developed an enzyme and strain development platform that is built on diverse strain libraries and ultra-high throughput screening that utilizes molecular sensor systems. The acquisition was accounted for as a business combination. The purchase price for the acquisition was $10.7 million, of which $10.6 million was non-cash consideration. The non-cash consideration primarily consisted of 1,082,747 shares of the Company’s common stock. The intangible assets acquired consisted primarily of $7.9 million of goodwill and enEvolv’s developed technology of $2.6 million. Goodwill recognized is primarily a measure of the expected synergies from combining the operations of enEvolv and the Company’s developed technologies. The following table represents the allocation of the purchase consideration, including the non-cash consideration, based on fair value (in thousands): Cash and cash equivalents $ 141 Accounts receivable 589 Other current assets 195 Property, plant and equipment 292 Other non-current assets 150 Developed technology 2,600 Customer relationship intangible asset 600 Total identifiable assets acquired $ 4,567 Accounts payable and accrued expenses $ 1,021 Other current liabilities 653 Deferred tax liability 107 Total liabilities assumed $ 1,781 Net identifiable assets acquired $ 2,786 Goodwill 7,871 Net assets acquired $ 10,657 As a result of the business combination the Company incurred $0.4 million of acquisition related costs for its benefit and were not accounted for as part of consideration transferred. Acquisition related costs related primarily to legal services, accounting, tax, valuation, due diligence, and escrow fees and are recognized in General and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Loss. Prior to the close of the transaction, the Company and enEvolv were unrelated parties that entered into a Research Agreement, whereby enEvolv provided services to the Company. As of the transaction date, the Company had $0.2 million prepaid services which were effectively settled through the business combination. Pro forma results of operations have not been presented because the effects of this acquisition were not material to the Company's Condensed Consolidated Financial Statements under applicable SEC rules. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes goodwill as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, Goodwill $ 33,841 $ 11,604 The $22.2 million increase in goodwill from December 31, 2020 to June 30, 2021 is due to the acquisition of Lodo on May 16, 2021 (Note 3). The following table summarizes the net book value of the finite-lived intangible assets as of June 30, 2021 and December 31, 2020 (in thousands): Cost Accumulated Intangible Assets, Net June 30, December 31, June 30, December 31, June 30, December 31, Developed technology $ 12,300 $ 6,900 $ (3,116) $ (2,460) $ 9,184 $ 4,440 Customer relationships 1,400 980 (806) (630) 594 350 Net carrying value $ 13,700 $ 7,880 $ (3,922) $ (3,090) $ 9,778 $ 4,790 As a result of the acquisition of Lodo, the Company acquired intangible assets consisting of $5.4 million in developed technology and $0.4 million in customer relationships, which are amortized over an estimated useful life of six Future amortization of intangible assets is as follows (in thousands): Remainder of 2021 $ 1,249 2022 2,248 2023 2,067 2024 1,271 2025 1,271 Thereafter 1,672 $ 9,778 |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements of Financial Instruments | Fair Value Measurements of Financial Instruments GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. GAAP permits an entity to choose to measure many financial instruments and certain other items at fair value and contains financial statement presentation and disclosure requirements for assets and liabilities for which the fair value option is elected. The hierarchy of fair value valuation techniques under GAAP provides for three levels: Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities under GAAP’s fair value measurement requirements are as follows: Level 1 – Fair value of the asset or liability is determined using unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Fair value of the asset or liability is determined using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 – Fair value of the asset or liability is determined using unobservable inputs that are significant to the fair value measurement and reflect management’s own assumptions regarding the applicable asset or liability. There were no transfers between the levels during the periods presented. As of June 30, 2021 and December 31, 2020, the Company’s financial assets and financial liabilities measured at fair value on a recurring basis were classified within the fair value hierarchy as follows (in thousands): Level 1 Level 2 Level 3 Balance as of June 30, 2021 Financial Assets Cash equivalents $ 565,581 $ — $ — $ 565,581 Total financial assets $ 565,581 $ — $ — $ 565,581 Level 1 Level 2 Level 3 Balance as of December 31, 2020 Financial Assets Cash equivalents $ 205,873 $ — $ — $ 205,873 Total financial assets $ 205,873 $ — $ — $ 205,873 Financial Liabilities Warrant derivative liability $ — $ — $ 14,231 $ 14,231 Total financial liabilities $ — $ — $ 14,231 $ 14,231 Financial instruments consist principally of cash equivalents, accounts receivables, accounts payable, accrued liabilities, debt, and warrant derivative liability. The following table provides a reconciliation of the beginning and ending balances for the warrant derivative liability measured at fair value using significant unobservable inputs (Level 3) (in thousands): Balance at January 1, 2021 $ 14,231 Change in fair value (1,849) Fair value of warrants exercised (12,382) Balance at June 30, 2021 $ — The warrant derivative liability represented the fair value of the warrants issued in conjunction with the term loan agreement entered into in 2019. In April 2021 all warrants were exercised effective with the Company's IPO. No warrants were outstanding at June 30, 2021 (Note 7). The following methods and assumptions were used by the Company in estimating the fair value of financial instruments: Accounts receivable, accounts payable, and accrued liabilities: The amounts reported in the accompanying balance sheets approximate fair value due to the short maturity of these instruments. Debt : The gross amounts reported approximate fair value due to the debt being a variable interest rate debt and its relatively short-term maturity. Warrant derivative liability: In April 2021 all warrants were exercised effective with the Company's IPO. At exercise, the warrants were remeasured to intrinsic value, with the resulting change in fair value recognized in Other income (expense) in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Prior to the exercise of the warrants, the Company estimated the fair value of outstanding warrants using a weighted average between the value derived from a Black-Scholes (BSM) option model for a fully diluted scenario and the price of the warrant by applying the probability-weighted expected return method. The BSM model's inputs reflect assumptions that a market participant would use in pricing the instrument in a current period transaction and included the following as of December 31, 2020: December 31, Value per Series C Preferred share (fully-diluted) $ 35.46 Exercise price $ 16.98 Expected volatility 77.0 % Risk-free rate 0.79 % Time to liquidity (years) 8.97 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and equipment consist of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, Machinery and equipment $ 62,676 $ 54,999 Leasehold improvements 28,983 24,192 Furniture and office equipment 3,290 2,743 Computers and software 2,588 2,677 97,537 84,611 Less accumulated depreciation and amortization (56,433) (47,977) 41,104 36,634 Construction in progress 21,352 12,084 Total property and equipment, net $ 62,456 $ 48,718 Depreciation and amortization expense was $4.4 million and $4.7 million for the three months ended June 30, 2021 and 2020, and $8.5 million and $9.0 million for the six months ended June 30, 2021 and 2020, respectively. Accrued and other current liabilities consist of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, Accrued compensation cost $ 15,023 $ 15,211 Other accrued operating expenses 15,920 9,616 Accrued offering costs 218 — Accrued legal service fees 1,038 1,105 Accrued interest 815 842 Accrued tax liabilities 96 114 Accrued and other current liabilities $ 33,110 $ 26,888 |
Term Loans
Term Loans | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Term Loans | Term Loans In December 2019, the Company entered into and in February 2021, the Company amended and restated a credit and guaranty agreement in relation to the Company's senior secured delayed draw term loan facility, with Perceptive Credit Holdings II, LP and PCOF EQ AIV II, LP (the “Perceptive Credit Agreement”), in an aggregate principal amount of $100.0 million. On closing on December 19, 2019, the Company received $85.0 million which was available on the closing date, net of fees and repayment of the previous term loan. An additional $15.0 million is available prior to September 30, 2021 subject to satisfaction of certain milestones. The Company's Perceptive Credit Agreement provides that a material adverse change constitutes an event of default. The lender has not invoked the material adverse change clause to date. In the event the material adverse change clause is invoked, the outstanding principal, interest, including any applicable default interest and any prepayment premium will become payable on demand of the lender. The Company was in compliance with all covenants of the senior secured delayed draw term loan facility as of June 30, 2021. The amounts outstanding as of December 31, 2020 were classified as current due to the substantial doubt about the Company's ability to continue operating as a going concern as of the date of issuance of the Company's audited annual financial statements, and the potential impact of the material adverse change clause. Debt consists of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, Senior secured delayed draw term loan facility bearing interest equal to 11.5% as of June 30, 2021 and December 31, 2020; final maturity December 19, 2024 $ 85,000 $ 85,000 Unamortized discount and offering costs (5,089) (5,669) Senior secured delayed draw term loan facility, net 79,911 79,331 Less current portion — 79,331 Long-term debt, net $ 79,911 $ — Interest expense on the Company’s term loan consisted of the following (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Coupon interest $ 2,471 $ 2,471 $ 4,914 $ 4,942 Amortization of debt discount and offering costs 296 258 580 471 Total interest expense on term loan $ 2,767 $ 2,729 $ 5,494 $ 5,413 Warrants Related to Prior Loan Agreement In November 2014, the Company entered into a loan and security agreement for a term note which was subsequently amended and extinguished. In connection with the loan and security agreement and its amendments, the Company issued warrants to purchase the Company's common stock. On April 28, 2021, all warrants to purchase the Company's common stock, issued in connection with the Company's prior loan agreement, were exercised at the option of the holder. An aggregate of 226,880 shares were issued in connection with the cashless exercise. As of June 30, 2021, no common stock warrants were outstanding. |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock Except as described below, the Company’s convertible preferred stock is described in Note 10 of the “Notes to Consolidated Financial Statements” in the Prospectus. As of December 31, 2020, the Company's convertible preferred stock consisted of the following: Authorized and Designated Outstanding Liquidation Preference (per share) Liquidation Preference (in thousands) Series A redeemable convertible preferred stock 21,998,250 7,332,750 $ 4.9893 $ 36,585 Series A-1 redeemable convertible preferred stock 26,158,833 8,719,611 $ 0.7599 6,626 Series B redeemable convertible preferred stock 42,244,588 14,081,522 $ 10.1091 142,352 Series C redeemable convertible preferred stock 76,750,881 24,700,286 $ 16.9836 419,500 Series D redeemable convertible preferred stock 47,028,472 13,259,111 $ 22.3269 296,035 214,181,024 68,093,280 $ 901,098 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity | Equity Equity Incentive Plans In April 2021, the 2021 Incentive Award Plan (the "2021 Plan") became effective. The 2021 Plan serves as a successor to the 2014 Stock Plan (the "2014 Plan"). The 2021 Plan permits the award of stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards, cash awards and stock bonuses. The Company reserved an initial 10,770,034 shares of common stock for issuance under the 2021 Plan, which includes the remaining reserved and unissued shares under the 2014 plan on the effective date of the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each calendar year continuing through the tenth calendar year during the term of the 2021 Plan by the number of shares equal to 5.0% of the total outstanding shares of the Company's common stock as of the immediately preceding December 31 or such lesser number as determined by the Board of Directors. Awards granted under the 2021 Plan expire no later than ten years from the date of grant. For incentive stock options and non-statutory stock options, the option price shall not be less than 100% of the fair market value on the day of grant. If at the time the Company grants an option and the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all the Company's classes of stock, the option price is required to be at least 110% of the fair market value on the day of grant. Options and RSUs granted typically vest over a four-year period but may be granted with different vesting terms. As of June 30, 2021, there were 8,266,390 shares available for us to grant under the 2021 Plan. In July 2014, the Company adopted the 2014 Plan for employees and non-employees pursuant to which the Board of Directors granted share-based awards, including stock options, to officers, employees, and non-employees. As of the effective date of the 2021 Plan, no further awards are issued from the 2014 Plan. Stock Options with Service-based Vesting Conditions The following table summarizes option activity under the 2021 Plan and the 2014 Plan: Number of Weighted Weighted Aggregate (in thousands) Outstanding - December 31, 2020 5,498,490 $6.65 7.75 $79,756 Options granted 2,049,489 $28.41 Options exercised (968,923) $4.59 Options cancelled (229,725) $16.89 Outstanding - June 30, 2021 6,349,331 $13.62 7.97 $167,670 Unvested - June 30, 2021 3,749,969 $19.29 9.25 $77,771 Exercisable - June 30, 2021 2,599,362 $5.42 6.25 $89,899 The weighted average grant-date fair value of options granted was $18.33 per share and $4.86 per share, during the six months ended June 30, 2021, and 2020, respectively. The aggregate intrinsic value of stock option awards exercised, determined at the date of option exercise, was $25.8 million and $1.9 million, during the six months ended June 30, 2021, and 2020, respectively. The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying stock option awards and the estimated fair value of the Company’s common stock on the date of exercise. Stock-based compensation expense for stock options is estimated at the grant date based on the fair-value using the Black-Scholes option pricing model. The fair value of employee stock options is recognized as an expense ratably over the requisite service period of the awards. The fair value of employee stock options was estimated using the following assumptions: Three Months Ended Six Months Ended 2021 2020 2021 2020 Expected dividend yield — % — % — % — % Risk-free interest rate 1.04% - 1.09% 0.44% - 0.45% 0.77% - 1.09% 0.44% - 1.41% Expected term (in years) 6.08 6.08 6.08 6.08 Expected volatility 73.03% - 74.27% 53.23% - 53.29% 73.03% - 74.67% 50.43% - 53.29% As of June 30, 2021 the Company has employee stock-based compensation expense of $40.6 million related to unvested stock options not yet recognized, which is expected to be recognized over an estimated weighted average period of approximately 3.40 years. Stock Options with Market-based Vesting Conditions In April 2021, the Company granted options to purchase 2,099,999 shares of common stock to the Company's three founders, effective as of the closing of the IPO and adoption of the 2021 Plan, with an exercise price of $31.00 per share. The options are divided into five tranches with each tranche vesting, conditioned on the founder remaining a full time employee of the Company, when specific market capitalization and minimum price per share milestones are met, or as measured by total consideration per share in a change in control transaction. The options expire ten years from the grant date; any tranche not earned by the seventh anniversary of the grant date is forfeited. The total grant date fair value of these options was $39.6 million, which will be recognized ratably for each vesting tranche using the accelerated attribution method as the award is subject to graded vesting over the weighted average derived service period of 3.19 years. The fair value of the options was determined at the grant date using a Monte Carlo simulation model with the following assumptions: Expected dividend yield — % Risk-free interest rate 1.57 % Expected term (in years) 10.00 Expected volatility 75.00 % The expected volatility was based on the most recent ten-year period for the Company's peer group. The stock price projection for the Company assumes a zero percent dividend yield. The risk-free interest is based on the yield on U.S. Treasury bonds with a maturity consistent with the ten-year expected term associated with the market condition of the award. Restricted Stock Units with Service-based Vesting Conditions The following table summarizes RSU activity (in thousands, except share and per share amounts and term): Shares Weighted Average Non-vested Restricted Stock Units as of December 31, 2020 — $— Granted (1) 203,433 $36.96 Vested — Forfeited — Non-vested Restricted Stock Units as of June 30, 2021 203,433 $36.96 —–—–—–—–—–—– (1) Includes RSUs granted to employees and consultants as part of the acquisition of Lodo (Note 3) RSUs granted are valued at the market price of our common stock on the date of grant. The Company recognizes compensation expense for the fair value of RSUs ratably over the requisite service period of the awards. As of June 30, 2021 there was $6.9 million of total unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted average period of 2.56 years. Non-vested Stock As part of the acquisition of Radiant Genomics, Inc. ("Radiant") on December 29, 2017, the Company issued shares to the founders of Radiant. Half of the shares were subject to vesting based on the continued service of the founders with the Company post-acquisition over a four-year period. The shares are forfeited if the founders of Radiant do not complete the required service period and therefore represent compensation for post combination services. The following table summarizes activity of the non-vested stock with service-based vesting granted as part of the Radiant acquisition (in thousands, except share and per share amounts and term): Shares Weighted Average Weighted Average Aggregate Non-vested stock as of December 31, 2020 67,240 $4.95 1.0 $1,089 Granted — Vested (33,620) $4.95 Forfeited — Non-vested stock as of June 30, 2021 33,620 $4.95 0.50 $1,179 The total intrinsic value of non-vested stock that vested and were released was $1.2 million and $0.3 million, during the six months ended June 30, 2021, and 2020, respectively. As of June 30, 2021 there was $0.2 million, of total unrecognized compensation cost related to non-vested stock, which is expected to be recognized over a weighted average period of 0.50 years. Employee Stock Purchase Plan In April 2021, the 2021 Employee Stock Purchase Plan (the "2021 ESPP") was adopted. The 2021 ESPP was adopted in order to enable eligible employees to purchase shares of the Company’s common stock at a discount. Purchases will be accomplished through participation in discrete offering periods. The Company initially reserved 2,154,006 shares of common stock for issuance under the 2021 ESPP. The number of shares reserved for issuance under the 2021 ESPP will increase automatically on January 1 of each calendar year beginning after the first offering date and continuing through the first ten calendar years by the number of shares equal to 1.0% of the total outstanding shares of our common stock as of the immediately preceding December 31 or such lesser number as determined by our Board of Directors. The price at which common stock is purchased under the 2021 ESPP is equal to 85% of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower. The offering periods begin in May and November of each year, except the initial offering period which commenced with the IPO in April 2021 will conclude in November 2021. Compensation Expense Compensation expense related to stock-based awards was included in the following categories in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss in accordance with the accounting guidance for share-based payments for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Cost of service revenue $ 944 $ 352 $ 1,368 $ 623 Research and development 2,537 372 3,290 690 Sales and marketing 366 123 561 279 General and administrative 3,118 396 3,999 693 Total stock-based compensation $ 6,965 $ 1,243 $ 9,218 $ 2,285 Compensation expense by stock-based award was as follows for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Stock options with service based vesting conditions $ 3,356 $ 1,160 $ 5,526 $ 2,119 Stock options with market based vesting conditions 2,414 — 2,414 — RSUs with service based vesting conditions 585 — 585 — Non-vested stock 83 83 166 166 ESPP 527 — 527 — Total stock-based compensation $ 6,965 $ 1,243 $ 9,218 $ 2,285 Non-recourse Loans to Employees On October 5, 2017, the Company entered into promissory notes with two separate employees in the aggregate amount of $3.6 million. The notes bore interest at 3.0% per annum and were due on the earlier of October 18, 2027 or the date two weeks prior to the Company’s good faith estimate of the date of initial filing of a Form S-1 to sell shares of Company common stock in an initial public offering. Interest was payable annually in arrears and could be added to the principal amount at the borrower’s option. Both employees opted to add the interest in the aggregate amount of $0.1 million to be added to the principal for the interest payment due in October 2019 and October 2020, respectively. The outstanding principal and interest payment added to the principal were included in Additional Paid-In Capital on the Condensed Consolidated Balance Sheets. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per ShareBasic net loss per share is determined by dividing net loss by the weighted average shares outstanding for the period. The Company analyzes the potential dilutive effect of stock options, non-vested stock, RSUs, stock issuable under the ESPP, and warrants under the treasury stock method (as applicable), during periods of income, or during periods in which income is recognized related to changes in fair value of its liability-classified securities. The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data) applicable to common stockholders for the three and six months ended June 30, 2021 and 2020: Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net loss, basic $ (100,833) $ (59,440) $ (185,418) $ (124,780) Less: Gain on change in fair value of warrant liabilities — — 1,849 — Net loss, diluted $ (100,833) $ (59,440) $ (187,267) $ (124,780) Denominator: Weighted average shares used in calculating net loss per share, basic 77,671,643 12,288,520 45,512,654 11,805,573 Effect of dilutive securities: Warrants to purchase Series C convertible preferred stock — — 214,499 — Weighted average shares used in calculating net loss per share, diluted 77,671,643 12,288,520 45,727,153 11,805,573 Net loss per share, basic $ (1.30) $ (4.84) $ (4.07) $ (10.57) Net loss per share, diluted $ (1.30) $ (4.84) $ (4.10) $ (10.57) The following potentially dilutive shares as of the periods ended June 30, 2021, and 2020, were excluded from the calculation of diluted net loss per share applicable to common stockholders because their effect would have been anti-dilutive for the periods presented: June 30, 2021 June 30, 2020 Shares issuable under convertible preferred stock — 54,856,348 Warrants to purchase Series C convertible preferred stock — 883,332 Options to purchase common stock 6,349,331 4,951,390 Restricted stock units 203,433 — Non-vested stock 33,620 100,860 Warrants to purchase common stock — 242,322 Total 6,586,384 61,034,252 |
Revenue, Credit Concentrations
Revenue, Credit Concentrations and Geographic Information | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Credit Concentrations and Geographic Information | Revenue, Credit Concentrations and Geographic Information The Company has primarily earned revenue by engaging in R&D service contracts. The Company also earns revenue through collaborative arrangements with partners to develop novel materials to be commercialized by the collaborative partner and the Company. The Company’s R&D service contracts generally consist of fixed-fee multi-phase research terms with concurrent value-share and/or performance bonus payments based on developing an improved microbial strain. The research term of the contracts typically spans several quarters and the contract term for revenue recognition purposes is determined based on the customer’s rights to terminate the contract for convenience. Other payment types, typically consisting of performance bonuses or value share payments, are constrained until those payments become probable or are earned. The Company recognized performance bonuses of $0.3 million for the six months ended June 30, 2021. For the three months ended June 30, 2021 and for the three and six months ended June 30, 2020, performance bonuses the Company recognized were insignificant. For the three and six months ended June 30, 2021 and 2020, the Company has not recognized any royalty or value share payments. When acceptance clauses are present in an agreement, the Company recognizes the R&D service revenue at a point in time when the R&D services provided have been accepted by the customer and the Company has a present right for payment and no refunds are permitted. The Company recognized revenue at a point in time due to customer acceptance clauses of $1.5 million and $0.2 million for the three months ended June 30, 2021 and 2020, and $2.3 million and $0.2 million for the six months ended June 30, 2021 and 2020, respectively. The following table represents changes in the balances of our contract liabilities during the periods ended June 30, 2021, and 2020 (in thousands): December 31, 2020 Additions Deletions June 30, 2021 Contract liabilities: Deferred revenue $ 3,014 $ 7,057 $ (5,797) $ 4,274 December 31, 2019 Additions Deletions June 30, 2020 Contract liabilities: Deferred revenue $ 1,760 $ 3,946 $ (2,295) $ 3,411 Additions to contract liabilities during the six months ended June 30, 2021 include $1.4 million of deferred revenue through the acquisition of Lodo (Note 3). Additions to contract liabilities during the six months ended June 30, 2020 include $0.6 million of deferred revenue through the acquisition of enEvolv (Note 3). Long-term deferred revenue is included in Other long-term liabilities on the Condensed Consolidated Balance Sheets. Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Remaining performance obligations consisted of the following (in thousands): Current Noncurrent Total As of June 30, 2021 $ 4,370 $ 2,703 $ 7,073 The Company’s noncurrent remaining performance obligation is expected to be recognized in the next 1.1 to 2.3 years. Customers representing 10% or greater of revenue were as follows for the three and six months ended June 30, 2021 and 2020: Three Months Ended Six Months Ended 2021 2020 2021 2020 Customer A 17 % 44 % 22 % 49 % Customer B 40 % — % 31 % — % Customer C 10 % * 12 % 17 % Customer D * * * 12 % Customer H — % 16 % — % * —–—–—–—–—–—– * Less than 10% Customers representing 10% or greater of billed accounts receivable were as follows as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Customer A 18 % 37 % Customer B 39 % — % Customer D 15 % 23 % Customer E 18 % 23 % Customer G — % 17 % The Company's revenues by geographic region are presented in the table below for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 United States of America $ 1,815 $ 283 $ 3,047 $ 1,394 Asia 1,308 779 2,729 2,117 Europe 2,764 154 3,846 659 Total revenue $ 5,887 $ 1,216 $ 9,622 $ 4,170 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Lease Commitments The Company leases certain facilities and recognizes rent expense on a straight-line basis, net of sublease income, over the non-cancellable lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Rent expense under operating leases was $9.5 million and $3.8 million for the three months ended June 30, 2021 and 2020, and $15.8 million and $7.5 million for the six months ended June 30, 2021 and 2020, respectively. Total future minimum rental commitments under long-term leases, net of sublease income, with an initial term of more than one year are estimated as follows (in thousands): Remainder of 2021 $ 9,321 2022 28,739 2023 35,391 2024 34,861 2025 33,844 Thereafter 240,810 $ 382,966 Contingencies The Company is subject to various litigation and arbitration claims that arise in the ordinary course of business, including but not limited to those related to employee matters. Unless otherwise specifically disclosed, we have determined that no provision for liability is required related to any claim against the Company. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 2, 2021, Josh Hoffman separated from his position as Zymergen’s Chief Executive Officer and resigned as a member of the Board. Mr. Hoffman and the Company entered into an Employment Separation Letter Agreement, pursuant to which, among other things, all of the stock options held by Mr. Hoffman that are vested as of the separation date will remain exercisable until June 30, 2022 and all unvested equity awards held by Mr. Hoffman were forfeited as of the separation date. As such, Mr. Hoffman forfeited options to purchase 1,183,333 shares of common stock that were granted to the Company's founders. All expense incurred prior to the separation date related to unvested options were reversed as of the separation date. On August 4, 2021, the Company, certain of the Company's current and former officers and directors, and the underwriters of the Company's IPO were named as defendants in a putative securities class action filed on behalf of purchasers of the Company's common stock pursuant to or traceable to the registration statement for its IPO. The action is pending in the United States District Court for the Northern District of California, and is captioned Shankar v. Zymergen Inc. et al., Case No. 3:21-cv-06028-JCS. The action alleges violations of Sections 11 and 15 of the Securities Act of 1933 in connection with the Company's IPO, and seeks damages in an unspecified amount, attorneys’ fees, and other remedies. The Company intends to defend vigorously against such allegations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Preparation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2020 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These unaudited interim Condensed Consolidated Financial Statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial information. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other interim period or for any other future year. The accompanying unaudited Condensed Consolidated Financial Statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2020 included in the Prospectus. |
Principles of Consolidation | Principles of Consolidation These Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on December 31. References to fiscal 2021, for example, refer to the fiscal year ended December 31, 2021. The period end for the Company covered by this report is June 30, 2021. |
Use of Estimates | Use of Estimates The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates include, but are not limited to, standalone selling price ("SSP") of performance obligations for contracts with multiple performance obligations, estimate of variable consideration from revenue contracts, useful life of property and equipment, allowance for doubtful accounts, net realizable value of inventories, the valuation of goodwill and intangible assets, and the valuation of common and preferred stock used in the valuation of options to purchase common stock and warrants to purchase common stock or preferred stock. Actual results could differ from those estimates. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in deciding resource allocation and assessing performance. The Company’s Acting Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. Consequently, the Company has determined it operates and manages its business in one operating and one reportable segment. |
Foreign Currency | Foreign Currency For the Company and its subsidiaries, the functional currency has been determined to be the U.S. Dollar (USD). Assets and liabilities denominated in foreign currency are remeasured at period-end exchange rates for monetary assets. Non-monetary assets and liabilities denominated in foreign currencies are remeasured at historical rates. Foreign currency transaction gains and losses resulting from remeasurement are recognized in Other expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation for employees and non-employees is accounted for in accordance with the provisions issued by the Accounting Standard Codification principles for stock compensation and share-based arrangements. Under the fair value recognition provisions of this statement, stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as an expense ratably over the requisite service period of the award, taking into consideration actual forfeitures. Determining the appropriate fair value and calculating the fair value of stock-based awards requires judgment, including estimating stock price volatility, risk free interest rates, expected dividends, and expected life. The Company estimates the fair value of stock options with a service-based vesting condition and employee stock purchase plan purchases on the date of grant using the Black-Scholes-Merton option-valuation model. The Company estimates the fair value of stock options with a market-based vesting condition on the date of grant using a Monte Carlo simulation model. The grant-date fair value of option awards is based upon the fair value of our common stock as of the date of grant, as well as estimates of the expected term of the awards, expected common stock price volatility over the expected term of the option awards, risk-free interest rates and expected dividend yield. Restricted Stock Units ("RSUs") granted are valued at the market price of our common stock on the date of grant. |
Contingencies | Contingencies The Company is subject to various litigation and arbitration claims that arise in the ordinary course of business, including but not limited to those related to employee matters. Some of these proceedings involve claims that are subject to substantial uncertainties and unascertainable damages. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has determined that no provision for liability nor disclosure is required related to any claim against the Company when: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial. |
Accounting Pronouncements Adopted and Recent Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Adopted In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , an amendment to the accounting guidance on cloud computing service arrangements that changes the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires an entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 14, 2021. The Company adopted the new standard effective January 1, 2021 using a prospective transition method. The adoption did not have a material impact on the Condensed Consolidated Financial Statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) , which discusses the interaction between Topic 808, Collaborative Arrangements and Topic 606, Revenue from Contracts with Customers, including clarification around certain transactions between collaborative arrangement participants, adding unit-of-account guidance to Topic 808 and require that transactions in a collaborative arrangement where the participant is not a customer not be presented together with revenue recognized under Topic 606. This standard is effective for the Company for annual periods beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted but an entity may not adopt the amendments earlier than its adoption date of Topic 606. The Company adopted the new standard effective January 1, 2021 using a retrospective transition method. The adoption did not have a material impact on the Condensed Consolidated Financial Statements. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , (“ASU 2016-02”). Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. ASU 2016-02 will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The Company is required to adopt the new standard for 2022 and is currently evaluating the effect that Topic 842 will have on its financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Credit losses (Topic 326) , subsequently amended by ASU 2019-10, which sets forth a “current expected credit loss” model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. The standard will become effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This pronouncement is effective for the Company for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance but does not expect adoption will have a material impact on its financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments of ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022 and do not apply to contract modifications made after December 31, 2022. The Company is evaluating the effect of this guidance and has not yet determined the impact to its financial statements and related disclosures. |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Allocation of Purchase Consideration, Including Non-Cash Consideration | The following table represents the allocation of the purchase consideration, including the non-cash consideration, based on fair value (in thousands): Cash and cash equivalents $ 1,778 Other current assets 464 Property, plant and equipment 948 Other non-current assets 305 Developed technology 5,400 Customer relationship intangible asset 420 Total identifiable assets acquired $ 9,315 Accounts payable and accrued expenses $ 4,643 Other liabilities 1,534 Deferred tax liability 26 Total liabilities assumed $ 6,203 Net identifiable assets acquired $ 3,112 Goodwill 22,237 Net assets acquired $ 25,349 The following table represents the allocation of the purchase consideration, including the non-cash consideration, based on fair value (in thousands): Cash and cash equivalents $ 141 Accounts receivable 589 Other current assets 195 Property, plant and equipment 292 Other non-current assets 150 Developed technology 2,600 Customer relationship intangible asset 600 Total identifiable assets acquired $ 4,567 Accounts payable and accrued expenses $ 1,021 Other current liabilities 653 Deferred tax liability 107 Total liabilities assumed $ 1,781 Net identifiable assets acquired $ 2,786 Goodwill 7,871 Net assets acquired $ 10,657 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Value of Goodwill | The following table summarizes goodwill as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, Goodwill $ 33,841 $ 11,604 |
Finite-Lived Intangible Assets | The following table summarizes the net book value of the finite-lived intangible assets as of June 30, 2021 and December 31, 2020 (in thousands): Cost Accumulated Intangible Assets, Net June 30, December 31, June 30, December 31, June 30, December 31, Developed technology $ 12,300 $ 6,900 $ (3,116) $ (2,460) $ 9,184 $ 4,440 Customer relationships 1,400 980 (806) (630) 594 350 Net carrying value $ 13,700 $ 7,880 $ (3,922) $ (3,090) $ 9,778 $ 4,790 |
Future Amortization of Intangible Assets | Future amortization of intangible assets is as follows (in thousands): Remainder of 2021 $ 1,249 2022 2,248 2023 2,067 2024 1,271 2025 1,271 Thereafter 1,672 $ 9,778 |
Fair Value Measurements of Fi_2
Fair Value Measurements of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of June 30, 2021 and December 31, 2020, the Company’s financial assets and financial liabilities measured at fair value on a recurring basis were classified within the fair value hierarchy as follows (in thousands): Level 1 Level 2 Level 3 Balance as of June 30, 2021 Financial Assets Cash equivalents $ 565,581 $ — $ — $ 565,581 Total financial assets $ 565,581 $ — $ — $ 565,581 Level 1 Level 2 Level 3 Balance as of December 31, 2020 Financial Assets Cash equivalents $ 205,873 $ — $ — $ 205,873 Total financial assets $ 205,873 $ — $ — $ 205,873 Financial Liabilities Warrant derivative liability $ — $ — $ 14,231 $ 14,231 Total financial liabilities $ — $ — $ 14,231 $ 14,231 |
Reconciliation of Fair Value Liabilities Measured on Recurring Basis | The following table provides a reconciliation of the beginning and ending balances for the warrant derivative liability measured at fair value using significant unobservable inputs (Level 3) (in thousands): Balance at January 1, 2021 $ 14,231 Change in fair value (1,849) Fair value of warrants exercised (12,382) Balance at June 30, 2021 $ — |
Fair Value Measurement Inputs and Valuation Techniques | The BSM model's inputs reflect assumptions that a market participant would use in pricing the instrument in a current period transaction and included the following as of December 31, 2020: December 31, Value per Series C Preferred share (fully-diluted) $ 35.46 Exercise price $ 16.98 Expected volatility 77.0 % Risk-free rate 0.79 % Time to liquidity (years) 8.97 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property and Equipment | Property and equipment consist of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, Machinery and equipment $ 62,676 $ 54,999 Leasehold improvements 28,983 24,192 Furniture and office equipment 3,290 2,743 Computers and software 2,588 2,677 97,537 84,611 Less accumulated depreciation and amortization (56,433) (47,977) 41,104 36,634 Construction in progress 21,352 12,084 Total property and equipment, net $ 62,456 $ 48,718 |
Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, Accrued compensation cost $ 15,023 $ 15,211 Other accrued operating expenses 15,920 9,616 Accrued offering costs 218 — Accrued legal service fees 1,038 1,105 Accrued interest 815 842 Accrued tax liabilities 96 114 Accrued and other current liabilities $ 33,110 $ 26,888 |
Term Loans (Tables)
Term Loans (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt, Net | Debt consists of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, Senior secured delayed draw term loan facility bearing interest equal to 11.5% as of June 30, 2021 and December 31, 2020; final maturity December 19, 2024 $ 85,000 $ 85,000 Unamortized discount and offering costs (5,089) (5,669) Senior secured delayed draw term loan facility, net 79,911 79,331 Less current portion — 79,331 Long-term debt, net $ 79,911 $ — |
Interest Expense | Interest expense on the Company’s term loan consisted of the following (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Coupon interest $ 2,471 $ 2,471 $ 4,914 $ 4,942 Amortization of debt discount and offering costs 296 258 580 471 Total interest expense on term loan $ 2,767 $ 2,729 $ 5,494 $ 5,413 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | As of December 31, 2020, the Company's convertible preferred stock consisted of the following: Authorized and Designated Outstanding Liquidation Preference (per share) Liquidation Preference (in thousands) Series A redeemable convertible preferred stock 21,998,250 7,332,750 $ 4.9893 $ 36,585 Series A-1 redeemable convertible preferred stock 26,158,833 8,719,611 $ 0.7599 6,626 Series B redeemable convertible preferred stock 42,244,588 14,081,522 $ 10.1091 142,352 Series C redeemable convertible preferred stock 76,750,881 24,700,286 $ 16.9836 419,500 Series D redeemable convertible preferred stock 47,028,472 13,259,111 $ 22.3269 296,035 214,181,024 68,093,280 $ 901,098 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Option Activity | The following table summarizes option activity under the 2021 Plan and the 2014 Plan: Number of Weighted Weighted Aggregate (in thousands) Outstanding - December 31, 2020 5,498,490 $6.65 7.75 $79,756 Options granted 2,049,489 $28.41 Options exercised (968,923) $4.59 Options cancelled (229,725) $16.89 Outstanding - June 30, 2021 6,349,331 $13.62 7.97 $167,670 Unvested - June 30, 2021 3,749,969 $19.29 9.25 $77,771 Exercisable - June 30, 2021 2,599,362 $5.42 6.25 $89,899 |
Valuation Assumptions for Fair Value of Stock Options | The fair value of employee stock options was estimated using the following assumptions: Three Months Ended Six Months Ended 2021 2020 2021 2020 Expected dividend yield — % — % — % — % Risk-free interest rate 1.04% - 1.09% 0.44% - 0.45% 0.77% - 1.09% 0.44% - 1.41% Expected term (in years) 6.08 6.08 6.08 6.08 Expected volatility 73.03% - 74.27% 53.23% - 53.29% 73.03% - 74.67% 50.43% - 53.29% The fair value of the options was determined at the grant date using a Monte Carlo simulation model with the following assumptions: Expected dividend yield — % Risk-free interest rate 1.57 % Expected term (in years) 10.00 Expected volatility 75.00 % |
Restricted Stock Units Activity | The following table summarizes RSU activity (in thousands, except share and per share amounts and term): Shares Weighted Average Non-vested Restricted Stock Units as of December 31, 2020 — $— Granted (1) 203,433 $36.96 Vested — Forfeited — Non-vested Restricted Stock Units as of June 30, 2021 203,433 $36.96 —–—–—–—–—–—– |
Non-Vested Stock Activity Granted as part of Radiant Acquisition | The following table summarizes activity of the non-vested stock with service-based vesting granted as part of the Radiant acquisition (in thousands, except share and per share amounts and term): Shares Weighted Average Weighted Average Aggregate Non-vested stock as of December 31, 2020 67,240 $4.95 1.0 $1,089 Granted — Vested (33,620) $4.95 Forfeited — Non-vested stock as of June 30, 2021 33,620 $4.95 0.50 $1,179 |
Compensation Expense | Compensation expense related to stock-based awards was included in the following categories in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss in accordance with the accounting guidance for share-based payments for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Cost of service revenue $ 944 $ 352 $ 1,368 $ 623 Research and development 2,537 372 3,290 690 Sales and marketing 366 123 561 279 General and administrative 3,118 396 3,999 693 Total stock-based compensation $ 6,965 $ 1,243 $ 9,218 $ 2,285 Compensation expense by stock-based award was as follows for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Stock options with service based vesting conditions $ 3,356 $ 1,160 $ 5,526 $ 2,119 Stock options with market based vesting conditions 2,414 — 2,414 — RSUs with service based vesting conditions 585 — 585 — Non-vested stock 83 83 166 166 ESPP 527 — 527 — Total stock-based compensation $ 6,965 $ 1,243 $ 9,218 $ 2,285 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data) applicable to common stockholders for the three and six months ended June 30, 2021 and 2020: Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net loss, basic $ (100,833) $ (59,440) $ (185,418) $ (124,780) Less: Gain on change in fair value of warrant liabilities — — 1,849 — Net loss, diluted $ (100,833) $ (59,440) $ (187,267) $ (124,780) Denominator: Weighted average shares used in calculating net loss per share, basic 77,671,643 12,288,520 45,512,654 11,805,573 Effect of dilutive securities: Warrants to purchase Series C convertible preferred stock — — 214,499 — Weighted average shares used in calculating net loss per share, diluted 77,671,643 12,288,520 45,727,153 11,805,573 Net loss per share, basic $ (1.30) $ (4.84) $ (4.07) $ (10.57) Net loss per share, diluted $ (1.30) $ (4.84) $ (4.10) $ (10.57) |
Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following potentially dilutive shares as of the periods ended June 30, 2021, and 2020, were excluded from the calculation of diluted net loss per share applicable to common stockholders because their effect would have been anti-dilutive for the periods presented: June 30, 2021 June 30, 2020 Shares issuable under convertible preferred stock — 54,856,348 Warrants to purchase Series C convertible preferred stock — 883,332 Options to purchase common stock 6,349,331 4,951,390 Restricted stock units 203,433 — Non-vested stock 33,620 100,860 Warrants to purchase common stock — 242,322 Total 6,586,384 61,034,252 |
Revenue, Credit Concentration_2
Revenue, Credit Concentrations and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Changes in the Balances of Contract Liabilities | The following table represents changes in the balances of our contract liabilities during the periods ended June 30, 2021, and 2020 (in thousands): December 31, 2020 Additions Deletions June 30, 2021 Contract liabilities: Deferred revenue $ 3,014 $ 7,057 $ (5,797) $ 4,274 December 31, 2019 Additions Deletions June 30, 2020 Contract liabilities: Deferred revenue $ 1,760 $ 3,946 $ (2,295) $ 3,411 |
Revenue, Remaining Performance Obligation | Remaining performance obligations consisted of the following (in thousands): Current Noncurrent Total As of June 30, 2021 $ 4,370 $ 2,703 $ 7,073 |
Concentration of Risk, by Risk Factor | Customers representing 10% or greater of revenue were as follows for the three and six months ended June 30, 2021 and 2020: Three Months Ended Six Months Ended 2021 2020 2021 2020 Customer A 17 % 44 % 22 % 49 % Customer B 40 % — % 31 % — % Customer C 10 % * 12 % 17 % Customer D * * * 12 % Customer H — % 16 % — % * —–—–—–—–—–—– * Less than 10% Customers representing 10% or greater of billed accounts receivable were as follows as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Customer A 18 % 37 % Customer B 39 % — % Customer D 15 % 23 % Customer E 18 % 23 % Customer G — % 17 % |
Revenue, Geographic Region | The Company's revenues by geographic region are presented in the table below for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 United States of America $ 1,815 $ 283 $ 3,047 $ 1,394 Asia 1,308 779 2,729 2,117 Europe 2,764 154 3,846 659 Total revenue $ 5,887 $ 1,216 $ 9,622 $ 4,170 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Commitments Under Long-Term Leases | Total future minimum rental commitments under long-term leases, net of sublease income, with an initial term of more than one year are estimated as follows (in thousands): Remainder of 2021 $ 9,321 2022 28,739 2023 35,391 2024 34,861 2025 33,844 Thereafter 240,810 $ 382,966 |
Nature of Operations (Details)
Nature of Operations (Details) $ / shares in Units, $ in Thousands | Apr. 26, 2021USD ($)$ / sharesshares | Apr. 30, 2021 | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | [1] | Jun. 30, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Unrestricted cash and cash equivalents | $ | $ 577,731 | $ 210,205 | $ 24,584 | |||
Cumulative net losses | $ | $ 959,158 | $ 773,740 | ||||
Convertible Preferred Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Conversion of stock (in shares) | 68,115,459 | |||||
Stock split ratio | 0.3333 | |||||
Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock split ratio | 0.3333 | |||||
Warrants To Purchase Temporary Equity | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Conversion of stock (in shares) | 883,332 | |||||
Initial Public Offering, Including Over-Allotment Option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares sold in initial stock offering | 18,549,500 | |||||
Initial stock offering price (in dollars per share) | $ / shares | $ 31 | |||||
Aggregate net proceeds from initial stock offering | $ | $ 529,900 | |||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares sold in initial stock offering | 16,130,000 | |||||
Over-Allotment Option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares sold in initial stock offering | 2,419,500 | |||||
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | ||
Number of operating segments | 1 | |
Number of reportable segments | 1 | |
Employer payroll tax payments deferred, CARES Act | $ | $ 3.7 | $ 3.7 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands | May 16, 2021USD ($)installmentshares | Mar. 10, 2020USD ($)shares | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | [1] |
Business Acquisition [Line Items] | |||||
Goodwill | $ 33,841 | $ 11,604 | |||
enEvolv, Inc. | |||||
Business Acquisition [Line Items] | |||||
Prepaid services | $ 200 | ||||
Lodo Therapeutics Corporation | |||||
Business Acquisition [Line Items] | |||||
Percentage of business acquired | 100.00% | ||||
Purchase price for business combination | $ 25,300 | ||||
Goodwill | 22,237 | ||||
Business combination related costs | $ 900 | ||||
Lodo Therapeutics Corporation | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Non-cash consideration transferred for business combination (in shares) | shares | 774,402 | ||||
Lodo Therapeutics Corporation | Restricted stock units | |||||
Business Acquisition [Line Items] | |||||
Number of award vesting installments | installment | 3 | ||||
Award vesting period | 2 years | ||||
Lodo Therapeutics Corporation | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 5,400 | ||||
enEvolv, Inc. | |||||
Business Acquisition [Line Items] | |||||
Percentage of business acquired | 100.00% | ||||
Purchase price for business combination | $ 10,700 | ||||
Non-cash consideration transferred for business combination (in shares) | shares | 1,082,747 | ||||
Goodwill | $ 7,871 | ||||
Business combination related costs | 400 | ||||
Non-cash consideration transferred for business combination | 10,600 | ||||
enEvolv, Inc. | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 2,600 | ||||
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
Business Combinations - Allocat
Business Combinations - Allocation of Purchase Consideration, Including Non-Cash Consideration (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | May 16, 2021 | Dec. 31, 2020 | [1] | Mar. 10, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 33,841 | $ 11,604 | |||
Lodo Therapeutics Corporation | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 1,778 | ||||
Other current assets | 464 | ||||
Property, plant and equipment | 948 | ||||
Other non-current assets | 305 | ||||
Total identifiable assets acquired | 9,315 | ||||
Accounts payable and accrued expenses | 4,643 | ||||
Other liabilities | 1,534 | ||||
Deferred tax liability | 26 | ||||
Total liabilities assumed | 6,203 | ||||
Net identifiable assets acquired | 3,112 | ||||
Goodwill | 22,237 | ||||
Net assets acquired | 25,349 | ||||
Lodo Therapeutics Corporation | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | 5,400 | ||||
Lodo Therapeutics Corporation | Customer relationship intangible asset | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 420 | ||||
enEvolv, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 141 | ||||
Accounts receivable | 589 | ||||
Other current assets | 195 | ||||
Property, plant and equipment | 292 | ||||
Other non-current assets | 150 | ||||
Total identifiable assets acquired | 4,567 | ||||
Accounts payable and accrued expenses | 1,021 | ||||
Other current liabilities | 653 | ||||
Deferred tax liability | 107 | ||||
Total liabilities assumed | 1,781 | ||||
Net identifiable assets acquired | 2,786 | ||||
Goodwill | 7,871 | ||||
Net assets acquired | 10,657 | ||||
enEvolv, Inc. | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | 2,600 | ||||
enEvolv, Inc. | Customer relationship intangible asset | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 600 | ||||
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 33,841 | $ 11,604 | [1] |
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | May 16, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill acquired during period | $ 22.2 | ||||
Amortization expense | $ 0.5 | $ 0.3 | $ 0.8 | $ 0.6 | |
Developed technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired finite lived intangible assets | $ 5.4 | ||||
Developed technology | Lodo Therapeutics Corporation | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 6 years | ||||
Customer relationship intangible asset | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired finite lived intangible assets | $ 0.4 | ||||
Customer relationship intangible asset | Lodo Therapeutics Corporation | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 2 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 13,700 | $ 7,880 | |
Accumulated Amortization | (3,922) | (3,090) | |
Intangible Assets, Net | 9,778 | 4,790 | [1] |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 12,300 | 6,900 | |
Accumulated Amortization | (3,116) | (2,460) | |
Intangible Assets, Net | 9,184 | 4,440 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 1,400 | 980 | |
Accumulated Amortization | (806) | (630) | |
Intangible Assets, Net | $ 594 | $ 350 | |
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | [1] |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Remainder of 2021 | $ 1,249 | ||
2022 | 2,248 | ||
2023 | 2,067 | ||
2024 | 1,271 | ||
2025 | 1,271 | ||
Thereafter | 1,672 | ||
Intangible Assets, Net | $ 9,778 | $ 4,790 | |
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
Fair Value Measurements of Fi_3
Fair Value Measurements of Financial Instruments - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
Financial Liabilities | |||
Warrant derivative liability | $ 0 | $ 14,231 | [1] |
Recurring | |||
Financial Assets | |||
Cash equivalents | 565,581 | 205,873 | |
Total financial assets | 565,581 | 205,873 | |
Financial Liabilities | |||
Warrant derivative liability | 14,231 | ||
Total financial liabilities | 14,231 | ||
Recurring | Level 1 | |||
Financial Assets | |||
Cash equivalents | 565,581 | 205,873 | |
Total financial assets | 565,581 | 205,873 | |
Financial Liabilities | |||
Warrant derivative liability | 0 | ||
Total financial liabilities | 0 | ||
Recurring | Level 2 | |||
Financial Assets | |||
Cash equivalents | 0 | 0 | |
Total financial assets | 0 | 0 | |
Financial Liabilities | |||
Warrant derivative liability | 0 | ||
Total financial liabilities | 0 | ||
Recurring | Level 3 | |||
Financial Assets | |||
Cash equivalents | 0 | 0 | |
Total financial assets | $ 0 | 0 | |
Financial Liabilities | |||
Warrant derivative liability | 14,231 | ||
Total financial liabilities | $ 14,231 | ||
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
Fair Value Measurements of Fi_4
Fair Value Measurements of Financial Instruments - Reconciliation of Fair Value Liabilities Measured on Recurring Basis (Details) - Warrant $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 14,231 |
Change in fair value | (1,849) |
Fair value of warrants exercised | (12,382) |
Ending balance | $ 0 |
Fair Value Measurements of Fi_5
Fair Value Measurements of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||
Warrant liabilities | $ 0 | $ 14,231 | [1] |
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
Fair Value Measurements of Fi_6
Fair Value Measurements of Financial Instruments - Fair Value Measurement Inputs and Valuation Techniques (Details) - Level 3 - Valuation Technique, Option Pricing Model | Dec. 31, 2020$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Time to liquidity (years) | 8 years 11 months 19 days |
Value per Series C Preferred share (fully-diluted) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 35.46 |
Exercise price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 16.98 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.770 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.0079 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | ||
Property, Plant and Equipment [Line Items] | ||||||
Less accumulated depreciation and amortization | $ (56,433) | $ (56,433) | $ (47,977) | |||
Total property and equipment, net | 62,456 | 62,456 | 48,718 | [1] | ||
Depreciation | 4,400 | $ 4,700 | 8,500 | $ 9,000 | ||
Depreciable property, plant and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 97,537 | 97,537 | 84,611 | |||
Total property and equipment, net | 41,104 | 41,104 | 36,634 | |||
Machinery and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 62,676 | 62,676 | 54,999 | |||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 28,983 | 28,983 | 24,192 | |||
Furniture and office equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 3,290 | 3,290 | 2,743 | |||
Computers and software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 2,588 | 2,588 | 2,677 | |||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | $ 21,352 | $ 21,352 | $ 12,084 | |||
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued compensation cost | $ 15,023 | $ 15,211 | |
Other accrued operating expenses | 15,920 | 9,616 | |
Accrued offering costs | 218 | 0 | |
Accrued legal service fees | 1,038 | 1,105 | |
Accrued interest | 815 | 842 | |
Accrued tax liabilities | 96 | 114 | |
Accrued and other current liabilities | $ 33,110 | $ 26,888 | [1] |
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
Term Loans - Long-Term Debt, Ne
Term Loans - Long-Term Debt, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Less current portion | $ 0 | $ 79,331 | [1] |
Long-term debt, net | 79,911 | 0 | [1] |
Senior Secured Delayed Draw Term Loan Facility | Secured Debt | |||
Debt Instrument [Line Items] | |||
Senior secured delayed draw term loan facility bearing interest equal to 11.5% as of June 30, 2021 and December 31, 2020; final maturity December 19, 2024 | 85,000 | 85,000 | |
Unamortized discount and offering costs | (5,089) | (5,669) | |
Senior secured delayed draw term loan facility, net | $ 79,911 | $ 79,331 | |
Interest rate | 11.50% | 11.50% | |
[1] | The balance sheet as of December 31, 2020 is derived from the audited financial statements as of that date. |
Term Loans - Interest Expense (
Term Loans - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Disclosure [Abstract] | ||||
Coupon interest | $ 2,471 | $ 2,471 | $ 4,914 | $ 4,942 |
Amortization of debt discount and offering costs | 296 | 258 | 580 | 471 |
Total interest expense on term loan | $ 2,767 | $ 2,729 | $ 5,494 | $ 5,413 |
Term Loans - Narrative (Details
Term Loans - Narrative (Details) - USD ($) | Apr. 28, 2021 | Dec. 19, 2019 | Apr. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Class of Warrant or Right [Line Items] | |||||
Shares issued for exercise of warrants (in shares) | 226,880 | ||||
Proceeds from warrant exercises | $ 15,000,000 | $ 15,002,000 | $ 0 | ||
Senior Secured Delayed Draw Term Loan Facility | Secured Debt | |||||
Class of Warrant or Right [Line Items] | |||||
Principal amount of credit faciity | $ 100,000,000 | ||||
Proceeds from credit facility | 85,000,000 | ||||
Additional amount available under credit facility subject to milestones | $ 15,000,000 | ||||
Common Stock Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 0 | ||||
2019 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 0 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||||
Authorized and Designated | 170,000,000 | 214,181,024 | ||||
Outstanding | 0 | 68,093,280 | 68,093,280 | 54,834,169 | 54,834,169 | 54,834,169 |
Liquidation Preference (in dollars) | $ 901,098 | |||||
Series A redeemable convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Authorized and Designated | 21,998,250 | |||||
Outstanding | 7,332,750 | |||||
Liquidation Preference (in dollars per share) | $ 4.9893 | |||||
Liquidation Preference (in dollars) | $ 36,585 | |||||
Series A-1 redeemable convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Authorized and Designated | 26,158,833 | |||||
Outstanding | 8,719,611 | |||||
Liquidation Preference (in dollars per share) | $ 0.7599 | |||||
Liquidation Preference (in dollars) | $ 6,626 | |||||
Series B redeemable convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Authorized and Designated | 42,244,588 | |||||
Outstanding | 14,081,522 | |||||
Liquidation Preference (in dollars per share) | $ 10.1091 | |||||
Liquidation Preference (in dollars) | $ 142,352 | |||||
Series C redeemable convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Authorized and Designated | 76,750,881 | |||||
Outstanding | 24,700,286 | |||||
Liquidation Preference (in dollars per share) | $ 16.9836 | |||||
Liquidation Preference (in dollars) | $ 419,500 | |||||
Series D redeemable convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Authorized and Designated | 47,028,472 | |||||
Outstanding | 13,259,111 | |||||
Liquidation Preference (in dollars per share) | $ 22.3269 | |||||
Liquidation Preference (in dollars) | $ 296,035 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) - shares | Apr. 26, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||||||
Outstanding | 0 | 68,093,280 | 68,093,280 | 54,834,169 | 54,834,169 | 54,834,169 | |
Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Conversion of stock (in shares) | 68,115,459 |
Equity - Narrative (Details)
Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Mar. 05, 2021USD ($)shares | Oct. 05, 2017USD ($) | Apr. 30, 2021USD ($)foundertranche$ / sharesshares | Oct. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Jun. 30, 2021USD ($)shares | Jun. 30, 2020 | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Proceeds from repayment of non-recourse loan to employee | $ 1,946 | $ 0 | |||||||
Unrecognized stock-based compensation expense, options | $ 40,600 | $ 40,600 | |||||||
Affiliated Entity | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Proceeds from repayment of non-recourse loan to employee | $ 2,000 | ||||||||
Non-recourse loans to employees | $ 4,000 | $ 3,600 | |||||||
Non-recourse loans to employees interest rate | 3.00% | ||||||||
Related party interest income | $ 100 | $ 100 | |||||||
Settlement of non-recourse loan to employees (in shares) | shares | 67,050 | ||||||||
Share-based Payment Arrangement, Option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 3 years 4 months 24 days | ||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |||||
Non-vested stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 4 years | ||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 6 months | ||||||||
Awards subject to vesting | 50.00% | ||||||||
Total intrinsic value of non-vested stock that vested | $ 1,200 | $ 300 | |||||||
Unrecognized stock-based compensation expense, excluding option | $ 200 | $ 200 | |||||||
Restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 2 years 6 months 21 days | ||||||||
Unrecognized stock-based compensation expense, excluding option | $ 6,900 | $ 6,900 | |||||||
2021 Incentive Award Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance (in shares) | shares | 10,770,034 | ||||||||
Common stock reserved for issuance, annual increase through tenth calendar year | 5.00% | ||||||||
Award contractual term | 10 years | ||||||||
Award vesting period | 4 years | ||||||||
Number of shares available for grant | shares | 8,266,390 | 8,266,390 | |||||||
2021 Incentive Award Plan | Individuals With Voting Interest Over Threshold | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grant exercise price, percentage of estimated fair value of common stock on date of grant (not less than) | 110.00% | ||||||||
Combined voting power on all classes of stock threshold | 10.00% | ||||||||
2021 Incentive Award Plan | Individuals With Voting Interest At Threshold Or Less | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grant exercise price, percentage of estimated fair value of common stock on date of grant (not less than) | 100.00% | ||||||||
2021 Incentive Award Plan | Market Condition Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award contractual term | 10 years | ||||||||
Options granted (in shares) | shares | 2,099,999 | ||||||||
Options granted (in dollars per share) | $ / shares | $ 31 | ||||||||
Number of grantees | founder | 3 | ||||||||
Number of vesting tranches | tranche | 5 | ||||||||
Award expiration period per tranche not earned | 7 years | ||||||||
Total grant date fair value | $ 39,600 | ||||||||
Weighted average derived services period | 3 years 2 months 8 days | ||||||||
Expected volatility rate, period | 10 years | ||||||||
Expected dividend yield | 0.00% | ||||||||
2021 Plan and 2014 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 18.33 | $ 4.86 | |||||||
Total intrinsic value of options exercised | $ 25,800 | $ 1,900 | |||||||
Options granted (in shares) | shares | 2,049,489 | ||||||||
Options granted (in dollars per share) | $ / shares | $ 28.41 | ||||||||
2021 Employee Stock Purchase Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance (in shares) | shares | 2,154,006 | ||||||||
Common stock reserved for issuance, annual increase through tenth calendar year | 1.00% | ||||||||
Purchase price of common stock, percent of market price | 85.00% |
Equity - Option Activity (Detai
Equity - Option Activity (Details) - 2021 Plan and 2014 Plan $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Options | ||
Beginning balance, outstanding (in shares) | shares | 5,498,490 | |
Options granted (in shares) | shares | 2,049,489 | |
Options exercised (in shares) | shares | (968,923) | |
Options cancelled (in shares) | shares | (229,725) | |
Ending balance, outstanding (in shares) | shares | 6,349,331 | 5,498,490 |
Unvested, at end period (in shares) | shares | 3,749,969 | |
Exercisable, at end of period (in shares) | shares | 2,599,362 | |
Weighted Average Exercise Price | ||
Beginning balance, outstanding (in dollars per share) | $ / shares | $ 6.65 | |
Options granted (in dollars per share) | $ / shares | 28.41 | |
Options exercised (in dollars per share) | $ / shares | 4.59 | |
Options cancelled (in dollars per share) | $ / shares | 16.89 | |
Ending balance, outstanding (in dollars per share) | $ / shares | 13.62 | $ 6.65 |
Weighted average exercise price, unvested at period end (in dollars per share) | $ / shares | 19.29 | |
Weighted average exercise price, exercisable at period end (in dollars per share) | $ / shares | $ 5.42 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual life, outstanding | 7 years 11 months 19 days | 7 years 9 months |
Weighted average remaining contractual life, unvested at period end | 9 years 3 months | |
Weighted average remaining contractual life, exercisable at period end | 6 years 3 months | |
Aggregate intrinsic value, outstanding | $ | $ 167,670 | $ 79,756 |
Aggregate intrinsic value, unvested at period end | $ | 77,771 | |
Aggregate intrinsic value, exercisable at period end | $ | $ 89,899 |
Equity - Valuation Assumptions
Equity - Valuation Assumptions for Fair Value of Stock Options (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |
Risk free interest rate, minimum | 1.04% | 0.44% | 0.77% | 0.44% | |
Risk free interest rate, maximum | 1.09% | 0.45% | 1.09% | 1.41% | |
Expected term (in years) | 6 years 29 days | 6 years 29 days | 6 years 29 days | 6 years 29 days | |
Expected volatility, minimum | 73.03% | 53.23% | 73.03% | 50.43% | |
Expected volatility, maximum | 74.27% | 53.29% | 74.67% | 53.29% | |
Market Condition Awards | 2021 Incentive Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0.00% | ||||
Risk-free interest rate | 1.57% | ||||
Expected term (in years) | 10 years | ||||
Expected volatility | 75.00% |
Equity - Non-Vested Stock Activ
Equity - Non-Vested Stock Activity Granted as part of Radiant Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Restricted stock units | ||
Shares | ||
Beginning balance, Non-vested Restricted Stock Units (in shares) | 0 | |
Granted (in shares) | 203,433 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Ending balance, Non-vested Restricted Stock Units (in shares) | 203,433 | 0 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 36.96 | |
Ending balance (in dollars per share) | $ 36.96 | $ 0 |
Non-vested stock | ||
Shares | ||
Beginning balance, Non-vested Restricted Stock Units (in shares) | 67,240 | |
Granted (in shares) | 0 | |
Vested (in shares) | (33,620) | |
Forfeited (in shares) | 0 | |
Ending balance, Non-vested Restricted Stock Units (in shares) | 33,620 | 67,240 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 4.95 | |
Vested (in dollars per share) | 4.95 | |
Ending balance (in dollars per share) | $ 4.95 | $ 4.95 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Weighted average remaining years, outstanding | 6 months | 1 year |
Aggregate intrinsic value, outstanding | $ 1,179 | $ 1,089 |
Equity - Compensation Expense R
Equity - Compensation Expense Related to Stock-Based Awards Included in Categories of Statement of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 6,965 | $ 1,243 | $ 9,218 | $ 2,285 |
Cost of service revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 944 | 352 | 1,368 | 623 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 2,537 | 372 | 3,290 | 690 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 366 | 123 | 561 | 279 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 3,118 | $ 396 | $ 3,999 | $ 693 |
Equity - Compensation Expense b
Equity - Compensation Expense by Stock-Based Award (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 6,965 | $ 1,243 | $ 9,218 | $ 2,285 |
Options to purchase common stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 3,356 | 1,160 | 5,526 | 2,119 |
Stock options with market based vesting conditions | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 2,414 | 0 | 2,414 | 0 |
RSUs with service based vesting conditions | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 585 | 0 | 585 | 0 |
Non-vested stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 83 | 83 | 166 | 166 |
ESPP | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 527 | $ 0 | $ 527 | $ 0 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net loss, basic | $ (100,833) | $ (59,440) | $ (185,418) | $ (124,780) |
Less: Gain on change in fair value of warrant liabilities | 0 | 0 | 1,849 | 0 |
Net loss, diluted | $ (100,833) | $ (59,440) | $ (187,267) | $ (124,780) |
Denominator: | ||||
Weighted average shares used in calculating net loss per share, basic (in shares) | 77,671,643 | 12,288,520 | 45,512,654 | 11,805,573 |
Effect of dilutive securities: | ||||
Warrants to purchase Series C convertible preferred stock (in shares) | 0 | 0 | 214,499 | 0 |
Weighted average shares used in calculating net loss per share, diluted (in shares) | 77,671,643 | 12,288,520 | 45,727,153 | 11,805,573 |
Net loss per share, basic (in dollars per share) | $ (1.30) | $ (4.84) | $ (4.07) | $ (10.57) |
Net loss per share, diluted (in dollars per share) | $ (1.30) | $ (4.84) | $ (4.10) | $ (10.57) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 6,586,384 | 61,034,252 |
Shares issuable under convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 54,856,348 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 6,349,331 | 4,951,390 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 203,433 | 0 |
Non-vested stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 33,620 | 100,860 |
Convertible Preferred Stock | Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 883,332 |
Common Stock | Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 242,322 |
Revenue, Credit Concentration_3
Revenue, Credit Concentrations and Geographic Information - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues from research and development service agreements | $ 4,879 | $ 771 | $ 7,493 | $ 2,675 |
Additions to contract liabilities | 7,057 | 3,946 | ||
enEvolv, Inc. | ||||
Disaggregation of Revenue [Line Items] | ||||
Additions to contract liabilities | 600 | |||
Lodo Therapeutics Corporation | ||||
Disaggregation of Revenue [Line Items] | ||||
Additions to contract liabilities | 1,400 | |||
Research And Development Revenue, Performance Bonuses | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from research and development service agreements | 0 | 0 | 300 | 0 |
Research And Development Service Revenue, Customer Acceptance Clauses | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from research and development service agreements | $ 1,500 | $ 200 | $ 2,300 | $ 200 |
Revenue, Credit Concentration_4
Revenue, Credit Concentrations and Geographic Information - Changes in the Balances of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Contract liabilities: | ||
Beginning balance | $ 3,014 | $ 1,760 |
Additions | 7,057 | 3,946 |
Deletions | (5,797) | (2,295) |
Ending balance | $ 4,274 | $ 3,411 |
Revenue, Credit Concentration_5
Revenue, Credit Concentrations and Geographic Information - Revenue, Remaining Performance Obligation (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 7,073 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 4,370 |
Revenue, remaining performance obligation, amount, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 2,703 |
Revenue, remaining performance obligation, amount, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount, period | 1 year 1 month 6 days |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount, period | 2 years 3 months 18 days |
Revenue, Credit Concentration_6
Revenue, Credit Concentrations and Geographic Information - Concentration of Risk, by Risk Factor (Details) - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue Benchmark | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 17.00% | 44.00% | 22.00% | 49.00% | |
Revenue Benchmark | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 40.00% | 0.00% | 31.00% | 0.00% | |
Revenue Benchmark | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 10.00% | 12.00% | 17.00% | ||
Revenue Benchmark | Customer D | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 12.00% | ||||
Revenue Benchmark | Customer H | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 16.00% | 0.00% | |||
Accounts Receivable | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 18.00% | 37.00% | |||
Accounts Receivable | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 39.00% | 0.00% | |||
Accounts Receivable | Customer D | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 15.00% | 23.00% | |||
Accounts Receivable | Customer E | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 18.00% | 23.00% | |||
Accounts Receivable | Customer G | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 0.00% | 17.00% |
Revenue, Credit Concentration_7
Revenue, Credit Concentrations and Geographic Information - Revenue, Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 5,887 | $ 1,216 | $ 9,622 | $ 4,170 |
United States of America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,815 | 283 | 3,047 | 1,394 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,308 | 779 | 2,729 | 2,117 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,764 | $ 154 | $ 3,846 | $ 659 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense under operating leases | $ 9.5 | $ 3.8 | $ 15.8 | $ 7.5 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Rental Commitments Under Long-Term Leases (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2021 | $ 9,321 |
2022 | 28,739 |
2023 | 35,391 |
2024 | 34,861 |
2025 | 33,844 |
Thereafter | 240,810 |
Total minimum lease payments | $ 382,966 |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 02, 2021shares |
2021 Incentive Award Plan | Subsequent Event | Market Condition Awards | |
Subsequent Event [Line Items] | |
Options forfeited (in shares) | 1,183,333 |