Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39388 | |
Entity Registrant Name | PhenomeX Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 35-2415390 | |
Entity Address, Address Line One | 5858 Horton Street, Suite 320 | |
Entity Address, City or Town | Emeryville | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94608 | |
City Area Code | 510 | |
Local Phone Number | 858-2855 | |
Title of 12(b) Security | Common stock, $0.00005 par value | |
Trading Symbol | CELL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 98,795,621 | |
Entity Central Index Key | 0001689657 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 51,606 | $ 86,522 |
Short-term marketable securities | 0 | 46,252 |
Trade accounts receivable, net | 25,119 | 18,534 |
Inventory | 45,539 | 18,861 |
Prepaid expenses and other current assets | 9,378 | 6,783 |
Total current assets | 131,642 | 176,952 |
Restricted cash | 70,093 | 0 |
Property and equipment, net | 33,842 | 23,847 |
Operating lease right-of-use assets | 27,449 | 23,326 |
Goodwill | 12,246 | 0 |
Intangible assets, net | 23,072 | 0 |
Other assets | 2,217 | 1,969 |
Total assets | 300,561 | 226,094 |
Current liabilities: | ||
Trade accounts payable | 17,051 | 10,092 |
Accrued expenses and other current liabilities | 19,645 | 21,340 |
Current portion of long-term debt | 0 | 4,966 |
Deferred revenue | 10,746 | 9,092 |
Total current liabilities | 47,442 | 45,490 |
Long-term debt | 68,886 | 14,860 |
Deferred revenue, net of current portion | 1,259 | 963 |
Lease liability, long-term | 25,234 | 22,726 |
Total liabilities | 142,821 | 84,039 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity: | ||
Common stock, $0.00005 par value. Authorized 300,000,000 shares at March 31, 2023 and December 31, 2022; issued and outstanding 98,744,915 and 72,169,052 shares at March 31, 2023 and December 31, 2022, respectively | 5 | 4 |
Additional paid-in capital | 542,805 | 503,708 |
Accumulated deficit | (385,067) | (361,648) |
Accumulated other comprehensive loss | (3) | (9) |
Total stockholders’ equity | 157,740 | 142,055 |
Total liabilities and stockholders’ equity | $ 300,561 | $ 226,094 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.00005 | $ 0.00005 |
Common stock authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock issued (in shares) | 98,744,915 | 72,169,052 |
Common stock outstanding (in shares) | 98,744,915 | 72,169,052 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 18,516 | $ 20,206 |
Cost of sales: | ||
Total cost of sales | 5,088 | 6,379 |
Gross profit | 13,428 | 13,827 |
Operating expenses: | ||
Research and development | 8,421 | 17,573 |
Selling, general and administrative | 26,547 | 17,527 |
Restructuring | 1,290 | 0 |
Total operating expenses | 36,258 | 35,100 |
Loss from operations | (22,830) | (21,273) |
Other income (expense): | ||
Interest expense | (384) | (224) |
Interest income | 827 | 34 |
Other income (expense), net | (1,012) | 57 |
Loss before income taxes | (23,399) | (21,406) |
Provision for income taxes | 20 | 20 |
Net loss | $ (23,419) | $ (21,426) |
Net loss attributable to common stockholders per share, basic (in dollars per share) | $ (0.31) | $ (0.32) |
Net loss attributable to common stockholders per share, diluted (in dollars per share) | $ (0.31) | $ (0.32) |
Weighted-average shares used in calculating net loss per share, basic (in shares) | 75,759,771 | 67,697,488 |
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 75,759,771 | 67,697,488 |
Product | ||
Revenue: | ||
Total revenue | $ 8,378 | $ 9,774 |
Cost of sales: | ||
Total cost of sales | 3,912 | 2,695 |
Service and other revenue | ||
Revenue: | ||
Total revenue | 10,138 | 10,432 |
Cost of sales: | ||
Total cost of sales | $ 1,176 | $ 3,684 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (23,419) | $ (21,426) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (3) | 0 |
Unrealized gain on marketable securities, net of tax | 9 | 0 |
Other comprehensive income: | 6 | 0 |
Comprehensive loss | $ (23,413) | $ (21,426) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | |
Beginning balance (in shares) at Dec. 31, 2021 | 67,595,535 | |||||
Beginning balance at Dec. 31, 2021 | $ 208,216 | $ 4 | $ 471,820 | $ (263,608) | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 81,654 | |||||
Exercise of stock options | 412 | 412 | ||||
Vesting of restricted stock units (in shares) | 27,580 | |||||
Employee stock purchase plan (in shares) | 115,346 | |||||
Employee stock purchase plan | 610 | 610 | ||||
RSUs issued for 2022 Bonuses | 0 | |||||
Stock-based compensation | 5,389 | 5,389 | ||||
Foreign currency translation adjustments | 0 | |||||
Net loss | (21,426) | (21,426) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 67,820,115 | |||||
Ending balance at Mar. 31, 2022 | 193,201 | $ 4 | 478,231 | (285,034) | 0 | |
Beginning balance (in shares) at Dec. 31, 2022 | 72,169,052 | |||||
Beginning balance at Dec. 31, 2022 | 142,055 | $ 4 | 503,708 | (361,648) | (9) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for IsoPlexis Merger (in shares) | 24,945,611 | |||||
Common stock issued for IsoPlexis Merger | 31,930 | $ 1 | 31,929 | |||
Fair value of vested IsoPlexis options attributable to pre-merger service | 306 | 306 | ||||
Fair value of IsoPlexis warrant at Acquisition Date | 170 | 170 | ||||
Exercise of stock options (in shares) | 78,359 | |||||
Exercise of stock options | 29 | 29 | ||||
Vesting of restricted stock units (in shares) | 285,129 | |||||
Employee stock purchase plan (in shares) | 121,863 | |||||
Employee stock purchase plan | 166 | 166 | ||||
RSUs issued for 2022 Bonuses (in shares) | [1] | 1,144,901 | ||||
RSUs issued for 2022 Bonuses | [1] | 2,107 | 2,107 | |||
Stock-based compensation | 4,390 | 4,390 | ||||
Unrealized gain (loss) on marketable securities | 9 | 9 | ||||
Foreign currency translation adjustments | (3) | (3) | ||||
Net loss | (23,419) | (23,419) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 98,744,915 | |||||
Ending balance at Mar. 31, 2023 | $ 157,740 | $ 5 | $ 542,805 | $ (385,067) | $ (3) | |
[1]Annual bonuses for certain employees related to fiscal year 2022 were not paid in cash and instead the Company issued fully vested RSUs on March 3, 2023 with a grant date fair value of $1.84 per share. The associated expense was recorded in 2022, the period in which the bonus was earned. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Cash flows from operating activities: | |||
Net loss | $ (23,419) | $ (21,426) | |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Depreciation and amortization | 2,100 | 1,944 | |
Stock-based compensation | 4,388 | 5,393 | |
RSUs issued for 2022 Bonuses | 2,107 | [1] | 0 |
Amortization of operating lease right-of-use assets | 852 | 735 | |
Non-cash interest and other expense related to debt and note receivable agreements | 16 | 16 | |
Provision for doubtful accounts | 173 | 0 | |
Loss on debt extinguishment | 162 | 0 | |
Loss on disposal and impairment of property and equipment | 151 | 28 | |
Realized loss on marketable securities | 6 | 0 | |
Other non-cash | (638) | 0 | |
Changes in operating assets and liabilities: | |||
Trade accounts receivable | (3,684) | 8,221 | |
Inventory | 964 | (1,122) | |
Prepaid expenses, other current assets and other assets | 1,865 | 2,057 | |
Trade accounts payable | 5,373 | 298 | |
Deferred revenue | 551 | (2,935) | |
Accrued expenses and other current liabilities | (9,660) | (2,552) | |
Operating lease liabilities | (860) | (726) | |
Net cash used in operating activities | (19,553) | (10,069) | |
Cash flows from investing activities: | |||
Purchase of property and equipment | (414) | (4,375) | |
Purchase of marketable securities | (2,451) | 0 | |
Proceeds from sales of marketable securities | 36,749 | 0 | |
Proceeds from maturities of marketable securities | 12,400 | 0 | |
Asset acquisition | (264) | 0 | |
Acquisitions, net of cash acquired | (40,285) | 0 | |
Net cash provided by (used in) investing activities | 5,735 | (4,375) | |
Cash flows from financing activities: | |||
Repayment of term loan | (20,000) | 0 | |
Proceeds from issuance of debt | 70,000 | 0 | |
Payment of debt issuance costs | (1,200) | 0 | |
Proceeds from issuance of common stock upon exercise of stock options | 29 | 412 | |
Proceeds from issuance of common stock under employee stock purchase plan | 166 | 610 | |
Net cash provided by financing activities | 48,995 | 1,022 | |
Net increase (decrease) in cash and cash equivalents and restricted cash | 35,177 | (13,422) | |
Cash, cash equivalents and restricted cash at beginning of period | 86,522 | 178,366 | |
Cash, cash equivalents and restricted cash at end of period | $ 121,699 | $ 164,944 | |
[1]Annual bonuses for certain employees related to fiscal year 2022 were not paid in cash and instead the Company issued fully vested RSUs on March 3, 2023 with a grant date fair value of $1.84 per share. The associated expense was recorded in 2022, the period in which the bonus was earned. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) | Mar. 03, 2023 $ / shares |
Statement of Stockholders' Equity [Abstract] | |
Issuance of vested RSUs with grant date fair value (in dollars per share) | $ 1.84 |
The Company and Basis of Presen
The Company and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | The Company and Basis of Presentation Description of Business PhenomeX Inc. (the “Company” or “PhenomeX”) is a functional cell biology company that provides live cell biology research tools which deliver deep insights into cellular function and new perspectives on phenomes. PhenomeX and its consolidated subsidiaries are hereinafter referred to as the “Company.” The Company’s headquarters are in Emeryville, California. Basis of Presentation On December 21, 2022, Berkeley Lights, Inc. (“Berkeley Lights”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with Iceland Merger Sub Inc., a wholly owned subsidiary of Berkeley Lights (“Merger Sub”) and IsoPlexis Corporation (“IsoPlexis”). Pursuant to the Merger Agreement on March 21, 2023 (“Acquisition Date”), Merger Sub was merged with IsoPlexis, with IsoPlexis surviving the merger as a wholly owned subsidiary of Berkeley Lights (“IsoPlexis Merger”). The newly combined company has been renamed PhenomeX. The historical financial statements of PhenomeX for periods prior to the IsoPlexis Merger are the historical financial statements of Berkeley Lights. The accompanying unaudited condensed consolidated financial statements (“condensed consolidated financial statements”) have been prepared in accordance with generally accepted accounting principles in the United States of America. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements and accompanying notes requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. Liquidity The Company has experienced losses from its operations since its inception and has relied primarily on equity and debt financing to fund its operations to date. For the three months ended March 31, 2023, the Company had a consolidated net loss of $23.4 million and as of March 31, 2023 had an accumulated deficit of $385.1 million. Cash, cash equivalents and marketable securities were $51.6 million as of March 31, 2023. On March 21, 2023, the Company acquired IsoPlexis which also had experienced losses since its inception, and entered into the second amended and restated credit agreement with East West Bank (“EWB”), which increased the Company’s term loan with EWB from $20.0 million to $70.0 million, of which $52.5 million (including prepayment premium and interest) was used to repay indebtedness of IsoPlexis. The second amended and restated credit agreement with EWB requires the Company to maintain $70.0 million of cash in a deposit account with EWB that is assigned to EWB. This deposit is recorded as restricted cash on the Company’s condensed consolidated balance sheet. See Note 12 for additional information on our second amended and restated credit agreement with EWB including the covenants contained therein. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after these financial statements are issued. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not reflect any adjustment that might result if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Significant Accounting Policies The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission. Updates to those policies are below, including updates related to the IsoPlexis Merger. Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company records cash and cash equivalents as restricted when it is unable to freely use such cash and cash equivalents for general operating purposes. As of March 31, 2023, restricted cash consisted of $70.0 million in a deposit account with EWB that is assigned to EWB as a result of refinancing the Company’s term loan and $0.1 million related to a letter of credit with an international customer. The following table provides a reconciliation of cash, cash equivalents and restricted cash included in our condensed consolidated balance sheets to the totals presented on the condensed consolidated statements of cash flows (in thousands): March 31, 2023 December 31, 2022 Cash $ 45,015 $ 63,596 Cash equivalents 6,591 22,926 Restricted cash 70,093 — Total cash, cash equivalents and restricted cash as presented on the condensed consolidated statements of cash flows $ 121,699 $ 86,522 Accounts Receivables and Allowance for Credit Losses Trade accounts receivable are recorded at the invoiced amount as a result of the transaction with customers. The Company maintains allowances for credit losses for uncollectible accounts receivable. The Company estimates anticipated losses from doubtful accounts based on days past due, historical collection history, and other factors. Write-offs are recorded at the time all collection efforts have been exhausted. The Company reviews its allowance for doubtful accounts on a quarterly basis. Inventory Inventories are recorded at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Inventory that is obsolete or in excess of forecasted usage is written down to its estimated net realizable value based on assumptions about future demand and market conditions. Inventory write-downs are charged to cost of goods sold and establish a new cost basis for the inventory. Costs included in inventories are raw materials, labor, supplies, allocable depreciation of manufacturing facilities, equipment and overhead. Stock-based compensation The Company maintains the 2020 Incentive Award Plan (“2020 Plan”), an incentive compensation plan under which stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) are granted to employees, non-employee consultants and directors. Stock-based compensation expense is calculated based on the grant date fair value of the award. The Company determines the fair value of RSUs and RSAs based on the closing price of the Company’s common stock as reported by Nasdaq on the date of the grant. The Company estimates the fair value of the majority of stock option awards on the grant date using the Black-Scholes option-pricing model. For option awards that include a goal tied to the Company share price (i.e. a market condition) the Company uses a Monte Carlo simulation to estimate the fair value. The fair value of stock options, RSUs and RSAs with only a service condition is recognized as compensation expense on a straight-line basis over the requisite service period in which the awards are expected to vest and forfeitures are recognized as they occur. Stock options and RSUs that include a service condition and a performance condition are considered expected to vest when the performance condition is probable of being met. Compensation expense associated with performance awards that are determined to be probable of achievement is recognized over the requisite service period on a tranche-by-tranche basis. For performance stock options and RSUs not initially assessed as probable of achievement, the Company records a cumulative adjustment to compensation expense in the period the Company changes its determination that a performance condition becomes probable of being achieved. The Company ceases recognition of compensation expense in any periods where the Company determines the attainment of a performance condition is no longer probable. If the performance goals are determined to be improbable, any previously recognized compensation expense is reversed. The fair value of stock options with a market condition is recognized over the requisite service period for each tranche of the award and is recognized regardless of whether (or to what extent) the market condition is ultimately achieved. Business Combinations We account for business combinations using the acquisition method of accounting, which generally requires that assets acquired and liabilities assumed be recorded at their fair values as of the Acquisition Date on our Condensed Consolidated Balance Sheets. Any excess of consideration over the fair value of net assets acquired is recorded as goodwill. The determination of estimated fair value requires us to make significant estimates and assumptions. As a result, we may record adjustments to the fair values of assets acquired and liabilities assumed within the measurement period (up to one year from the Acquisition Date) with the corresponding offset to goodwill. Transaction costs associated with business combinations are expensed as they are incurred. Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets are measured at their respective fair values as of the Acquisition Date and may be subject to adjustment within the measurement period, which may be up to one year from the Acquisition Date. The Company does not amortize goodwill and intangible assets with indefinite useful lives. Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases in the Company’s stock price or market capitalization. During the three months ended March 31, 2023, the Company experienced a decline in its market capitalization as a result of a sustained decrease in the Company’s stock price. Although the Company only recently acquired goodwill, as the Company operates as a single reporting unit, this sustained decrease was considered to represent a triggering event requiring management to perform a quantitative goodwill impairment test as of March 31, 2023. Refer to Note 8, Goodwill and Other Intangible Assets, for further information. Intangible assets with finite useful lives are amortized over their estimated useful lives, generally on a straight-line basis, and are reviewed for impairment when facts or circumstances indicate that the carrying value of these assets may not be recoverable. Impairment of Long-Lived Assets Long-lived assets, including property, plant and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances indicate that the carrying value of an asset may not be recoverable. Should there be an indication of impairment, we test for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. Foreign currency translation and transactions The Company assesses the functional currency of each of its international subsidiaries. For subsidiaries where the functional currency is the U.S. dollar, gains or losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the U.S. dollar are included in other income (expense), net. For subsidiaries where the functional currency is the local currency, the translation of foreign currencies into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and revenue and expense accounts using the average exchange rate during each period. The gains and losses resulting from the translation are included in accumulated other comprehensive income in stockholders’ equity and are excluded from net income. The portions of intercompany accounts receivable and accounts payable that are intended for settlement are translated at exchange rates in effect at the balance sheet date. Research and development state tax credits Research and development (“R&D”) tax credits exchanged for cash pursuant to the Connecticut R&D Tax Credit Exchange Program, which permits a qualified small business engaged in R&D activities within Connecticut to exchange its unused R&D tax credits for a cash amount equal to 65% of the value of exchanged credits, are recorded as a receivable and other income in the year the R&D tax credits relate to, as it is reasonably assured that the R&D tax credits will be received, based upon the Company’s history of filing for and receiving the tax credits. R&D tax credits receivable where cash is expected to be received by the Company more than one year after the balance sheet date are classified as noncurrent in the consolidated balance sheets. The Company has recorded $0.2 million of R&D tax credits receivable as of March 31, 2023. Warrants On March 21, 2023 and in connection with the closing of the IsoPlexis Merger, PhenomeX, IsoPlexis and Perceptive Credit Holdings III, LP (“Perceptive”) executed a warrant certificate to purchase shares of PhenomeX stock (“Warrant Certificate”). The Company accounts for these common stock warrants as equity classified instruments in accordance with ASC 480, Distinguishing Liabilities from Equity. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities Short-Term Marketable Securities The Company may invest in available-for-sale marketable debt securities generally consisting of commercial paper and U.S. government securities with contractual maturities due within one year. The following tables summarize the amortized costs and carrying value of the Company’s available-for-sale securities, by balance sheet classification and major security type, as of March 31, 2023 and December 31, 2022 (in thousands): Marketable Securities reported as Cash Equivalents March 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 6,591 $ — $ — $ 6,591 Total $ 6,591 $ — $ — $ 6,591 December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 2,354 $ — $ — $ 2,354 Commercial paper 16,606 — (4) 16,602 U.S. agency securities 3,969 1 — 3,970 U.S. government securities — — — — Total $ 22,929 $ 1 $ (4) $ 22,926 Marketable Securities reported as Short-term Marketable Securities As of March 31, 2023, the Company did not hold any short-term marketable securities. Realized gains/losses from the sale of short-term marketable securities during the three months ended March 31, 2023 were immaterial. Short-term marketable securities at December 31, 2022 were as follows (in thousands): December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 22,158 $ 1 $ (11) $ 22,148 U.S. agency securities 4,941 1 — 4,942 U.S. government securities 19,159 5 (2) 19,162 Total $ 46,258 $ 7 $ (13) $ 46,252 At each reporting date, the Company performs an evaluation of impairment to determine if any unrealized losses are the result of credit losses. Impairment is assessed at the individual security level. Unrealized losses on available-for-sale debt securities as of December 31, 2022 were not significant and were primarily market driven due to changes in interest rates, and not due to increased credit risk associated with specific securities. Accordingly, the Company did not record an allowance for credit losses on these short term investments as of December 31, 2022. See Note 9 for information about the fair value of the Company’s short-term marketable securities. |
Significant Risks and Uncertain
Significant Risks and Uncertainties Including Business and Credit Concentrations | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Significant Risks and Uncertainties Including Business and Credit Concentrations | Significant Risks and Uncertainties Including Business and Credit Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term available-for-sale debt securities and trade receivables. The Company invests its excess cash in money market funds and short-term available-for-sale debt securities with the primary objective of facilitating liquidity and capital preservation. The Company has established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. Deposits in financial institutions may exceed the amounts of insurance provided on such deposits. To date, the Company has not experienced any material realized losses on its deposits of cash, cash equivalents and marketable securities. The Company controls credit risk through credit approvals and monitoring procedures. The Company performs periodic credit evaluations of its customers and generally does not require collateral. Accounts receivable are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is based on management’s assessment of the collectability of specific customer accounts and the aging of the related invoices and represents the Company’s best estimate of expected credit losses in its existing trade accounts receivable. At March 31, 2023, the Company recorded an allowance for doubtful accounts of $0.9 million. At December 31, 2022 , the Company had not recorded any material allowance for doubtful accounts. For the three months ended March 31, 2023, three customers accounted for 39%, 10% and 10% of revenue. For the three months ended March 31, 2022, three customers accounted for 18%, 13% and 10% of revenue. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations IsoPlexis Merger On March 21, 2023, the Company completed the IsoPlexis Merger. Under the terms of the Merger Agreement, IsoPlexis shareholders received, for each share of IsoPlexis stock, 0.612 shares of Berkeley Lights common stock (which was automatically converted into shares of PhenomeX common stock). Consideration Transferred The Acquisition Date fair value of consideration transferred in the IsoPlexis Merger totaled $84.9 million, summarized as follows (in thousands): Fair value of PhenomeX common stock issued to IsoPlexis stockholders (1) $ 31,930 Repayment of IsoPlexis debt (2) 52,482 Fair value of vested IsoPlexis options attributable to pre-merger service (3) 306 Fair value of IsoPlexis warrant at Acquisition Date (4) 170 Total purchase consideration $ 84,888 (1) Represents the fair value of PhenomeX common stock issued to IsoPlexis stockholders pursuant to the Merger Agreement. The fair value is based on 24,945,611 shares of PhenomeX common stock at $1.28 per share on March 21, 2023 issued to IsoPlexis stockholders. IsoPlexis stockholders received 0.612 shares of PhenomeX stock for each IsoPlexis share they held. (2) Represents $50 million in principal repayment to retire debt of IsoPlexis, as required by change in control provisions of the debt, as well as prepayment penalties and accrued interest. (3) Represents the fair value at March 21, 2023 of IsoPlexis options assumed by PhenomeX attributable to pre-combination service (see Note 13 for additional information). (4) Represents the fair value of the IsoPlexis warrant assumed by PhemoneX at March 21, 2023 (see Note 13 for additional information). Fair Value of Assets Acquired and Liabilities Assumed The Company accounted for the IsoPlexis Merger as a business combination. The identifiable assets acquired and liabilities assumed were recorded at their preliminary fair values as of the Acquisition Date and are consolidated into our financial statements. The assignment of fair market value requires significant judgments regarding the estimates and assumptions used to value the acquired assets and liabilities assumed. For the preliminary fair values of the assets acquired and liabilities assumed, we utilized the cost, income and market approaches from the perspective of a market participant. The following table summarizes the preliminary fair values for each major class of assets acquired and liabilities assumed at the Acquisition Date (in thousands). The Company used third party valuation professionals to aid in the determination of the estimated fair value of certain assets acquired and liabilities assumed. The Company is in the process of finalizing the purchase price allocation associated with this transaction. As such, the preliminary purchase allocation set forth below is subject to revision as additional information is obtained and the valuation process is completed. Cash and cash equivalents $ 12,197 Accounts receivable 3,075 Inventories 27,287 Prepaid expenses and other current assets 4,190 Property and equipment, net 11,206 Intangible assets 22,900 Goodwill 12,246 Operating lease right-of-use assets 4,975 Other assets 526 Total assets acquired 98,602 Accounts payable 2,367 Accrued expenses and other current liabilities 4,912 Deferred revenue 1,399 Operating lease obligations 5,036 Total liabilities assumed 13,714 Total consideration transferred $ 84,888 Acquired Receivables The fair value of assets acquired includes accounts receivable of $3.1 million, which is net of an associated allowance for credit losses of $0.7 million. Inventory The fair value of inventory acquired was $27.3 million, which included a step up of $4.9 million from the book value as a result of the valuation at the Acquisition Date. The original cost basis of the inventory acquired from IsoPlexis was $22.4 million, which was net of a reserve for excess and obsolete inventory of $15.4 million. Intangible Assets and Goodwill Intangible assets includes $11.7 million of patented technology, $7.7 million of customer relationships and $3.5 million of IsoPlexis trade names and trademarks. The intangible assets will be amortized over their respective useful lives which range from eight Transaction Costs The Company recognized transaction costs associated with the IsoPlexis Merger of $3.5 million for the three months ended March 31, 2023 plus $2.8 million which was recognized in the fourth quarter of 2022. These costs are primarily related to professional services and are recorded in “Selling, general, and administrative” expenses in the Company’s condensed consolidated statement of operations. Supplemental Pro Forma Information The following unaudited pro forma financial information gives effect to the IsoPlexis Merger as if it had been completed on January 1, 2022. The unaudited pro forma information was prepared in accordance with the requirements of ASC 805, which is a different basis than pro forma information prepared under Article 11 of Regulation S-X (“Article 11”). As such, they are not directly comparable with historical results for stand-alone Berkeley Lights prior to March 21, 2023 or our previously provided pro forma financials prepared in accordance with Article 11. The pro forma adjustments are based on historical reported transactions by the respective companies and do not include any anticipated synergies or other expected benefits of the acquisition. (in thousands) Three months ended March 31, 2023 Three months ended March 31, 2022 Total revenue $ 20,170 $ 25,117 Net loss $ (66,463) $ (50,419) Pro forma adjustments consisted of: • Amortization/Depreciation- Tangible and intangible assets are assumed to be recorded at their assigned fair values as of January 1, 2022. Historical depreciation and amortization for IsoPlexis has been removed and the new fair values of the assets are depreciated or amortized over their estimated useful lives. • Interest Expense- Entry into the Second Amended Term Loan and repayment of the Perceptive Credit Agreement are assumed to have occurred on January 1, 2022. Historical interest expense has been removed and replaced with the applicable interest rate as of March 21, 2023 associated with the Second Amended Term Loan, which was 8.5%. • Transaction costs- Both entities incurred transaction costs, which totaled $13.7 million. Of the $13.7 million, approximately $4.4 million was incurred in the first quarter of 2023 and has been eliminated as it is not recurring. • Accounting policies adjustment- IsoPlexis historically classified certain operations, quality and facility related costs in selling, general and administrative expenses. To align with PhenomeX accounting policies, these costs were reclassified to costs of goods sold or research and development. However, since this is a reclassification between expense line items on the statement of operations, the adjustment does not have an impact on revenue or net loss for purposes of the pro forma financial information disclosed above. For the period subsequent to the Acquisition Date, IsoPlexis contributed total revenues and operating loss of $1.0 million and $1.1 million, respectively, for the three months ended March 31, 2023, that were included in the Company’s Condensed Consolidated Statements of Operations. In addition, the Company signed an agreement to license, on an exclusive and perpetual basis, certain intellectual property acquired in the IsoPlexis Merger for $7.3 million (See Note 6 for additional information). |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue From Contracts With Customers | Revenue From Contracts With Customers The Company’s revenue consists of both product revenue and service and other revenue, which is primarily generated through the following revenue streams: (i) platform, (ii) recurring and (iii) partnership, license and other. The Company in the first quarter entered into a license arrangement whereby certain patents were licensed to a third party and for which the customer agreed to pay a non-refundable fee. For licenses of intellectual property the Company recognizes revenue from non-refundable fees when the license is transferred to the customer and the customer is able to use and benefit from the license. The following tables provide an overview of the Company’s revenue streams and how the Company reports revenue in its consolidated statements of operations: Income Statement Classification Product or Service sold Revenue Stream Product revenue Sale of advanced automation systems (Beacon and Lightning systems, Culture Station) Platform Software and workflow licenses Platform Fixed term sales-type lease arrangements with qualified customers Platform Quarterly workflow subscriptions, annual or multi-year subscriptions arrangements (e.g. TechAccess) Recurring Consumables and reagent kits (e.g. OptoSelect chips) Recurring Service and other revenue Strategic partnerships, joint development and collaboration agreements where we provide services for development of new workflows, cells or organism types Partnership, License and Other Application support, installation and training Platform Fixed fee extended warranty and service programs Recurring IP license revenue Partnership, License and Other (1) (1) License revenue relates to certain intellectual property acquired in the IsoPlexis Merger and subsequently licensed to a third party. License revenue related to our platforms (e.g. workflow licenses) is reported as Platform product revenue. The following tables provide information by revenue stream for the periods presented: Three Months Ended March 31, 2023 (in thousands) Product Service and other Total Platform $ 5,773 $ 330 $ 6,103 Recurring 2,605 2,558 5,163 Partnership, License and Other (1) — 7,250 7,250 Total revenue $ 8,378 $ 10,138 $ 18,516 (1) During the three months ended March 31, 2023, the Company signed an agreement to license, on an exclusive and perpetual basis, certain intellectual property acquired in the IsoPlexis Merger for $7.3 million (“License Agreement”). As the $7.3 million represented a non-refundable fee and the license was transferred to the customer during the quarter, the $7.3 million was recognized as revenue during the quarter, which represents all the Partnership, License, and Other revenue during the quarter. Three Months Ended March 31, 2022 (in thousands) Product Service and other Total Platform $ 6,747 $ 657 $ 7,404 Recurring 3,027 2,416 5,443 Partnership, License and Other — 7,359 7,359 Total revenue $ 9,774 $ 10,432 $ 20,206 Revenues by geographical markets are presented in Note 19. Performance Obligations A significant number of the Company’s product and service sales, as well as its feasibility study arrangements, are short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. As of March 31, 2023, the aggregate amount of remaining performance obligations that are unsatisfied or partially unsatisfied related to customer contracts in excess of one year w as $12.0 million, which, to the extent invoiced, is included in deferred revenue on the Company’s condensed consolidated balance sheets, of which approximately 50% is e xpected to be recognized as revenue in the next 12 months, with the remainder recognized afterwards. Contract Balances The following table provides information about receivables, contract assets and deferred revenue from contracts with customers (in thousands): March 31, December 31, Trade accounts receivable, net $ 25,119 $ 18,534 Contract assets, which are included in “Prepaid expenses and other current assets” $ 367 $ 1,283 Contract assets, long-term, which are included in “Other assets” $ 514 $ 549 Deferred revenue (current) $ 10,746 $ 9,092 Deferred revenue (non-current) $ 1,259 $ 963 The contract liabilities of $12.0 million and $10.1 million as of March 31, 2023 and December 31, 2022, respectively, consisted of deferred revenue related to extended warranty service agreements, strategic partnerships and services agreements and advanced automation systems arrangements. Revenue recorded during the three months ended March 31, 2023 i ncluded $2.8 million of previously deferred revenue that was included in contract liabilities as of December 31, 2022. Sales-type Lease Arrangements The Company also enters into sales-type lease arrangements with certain qualified customers. Revenue related to lease elements from sales-type leases is presented as product revenue and was none for the three months ended March 31, 2023 and 2022. The following table presents the future maturity of the Company’s fixed-term customer leases and reconciles the undiscounted cash flows from the amounts due from customers under such arrangements as of March 31, 2023 (in thousands): Year ending December 31, Sales-Type Remainder of 2023 (1) $ 334 2024 445 2025 408 2026 — Total undiscounted cash flows 1,187 Less: unearned income (171) Total amounts due from customers (2) $ 1,016 (1) During the three months ended March 31, 2023, the Company impaired the net investment of a sales type lease with a customer. The write down of the respective contract asset of $0.8 million, net of the return of the underlying asset, was recorded as an impairment charge of $0.6 million within selling, general and administrative expense in the Company’s condensed consolidated statement of operations and the resulting return of the underlying asset was recorded as an addition to fixed assets in the Company’s condensed consolidated balance sheet. |
Balance Sheet Accounts
Balance Sheet Accounts | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Accounts | Balance Sheet Accounts Trade accounts receivable, net consists of the following (in thousands): March 31, December 31, Trade accounts receivable $ 26,013 $ 18,534 Allowance for doubtful accounts (894) — Total $ 25,119 $ 18,534 Changes in the allowance for doubtful accounts were as follows (in thousands): Three months ended March 31, 2023 Allowance for doubtful accounts, beginning of year $ — Allowance assumed in IsoPlexis Merger (721) Write-offs of uncollectible accounts — Provision for doubtful accounts (173) Allowance for doubtful accounts, end of period $ (894) Inventory The following table shows the components of inventory (in thousands): March 31, December 31, Raw materials $ 32,816 $ 11,946 Work in progress 1,106 — Finished goods 11,617 6,915 Total $ 45,539 $ 18,861 Prepaid expenses and other current assets The following table shows the components of prepaid expenses and other current assets (in thousands): March 31, December 31, Contract asset $ 367 $ 1,283 Vendor deposits 421 126 Deferred costs 365 472 Prepaid insurance 3,534 2,025 Other (1) 4,691 2,877 Total $ 9,378 $ 6,783 (1) Other includes primarily prepaid rent expenses, software licenses and prepaid VAT. Accrued expenses and other current liabilities The following table shows the components of accrued expenses and other current liabilities (in thousands): March 31, December 31, Accrued payroll and employee related expenses $ 6,611 $ 7,410 Lease liability – short-term 4,958 3,291 Accrued product warranty 788 749 Accrued legal expenses 5,499 8,271 Other (1) 1,789 1,619 Total $ 19,645 $ 21,340 (1) Other includes accrued income taxes, sales taxes, accrued royalties and other miscellaneous accruals. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill On March 21, 2023, the Company completed the IsoPlexis Merger. Under the purchase method of accounting, the Company preliminarily recorded the $12.2 million excess of the Acquisition Date fair value of the consideration transferred over the estimated fair value of net tangible and identifiable intangible assets that it acquired as goodwill. At March 31, 2023, the carrying amount of this goodwill was $12.2 million. During the three months ended March 31, 2023, the Company experienced a decline in its market capitalization as a result of a sustained decrease in the Company’s stock price. The Company considered such sustained decrease to represent a triggering event requiring management to perform a quantitative goodwill impairment test as of March 31, 2023. Based on the results of the quantitative goodwill impairment test, it was concluded that the estimated fair value of the Company’s reporting unit was greater than its carrying value, as such, the Company did not record a goodwill impairment charge during the three months ended March 31, 2023. In future periods, if the Company were to experience a further decline in its market capitalization or expected results for a sustained period of time, the Company may be required to perform an additional quantitative goodwill impairment assessment at an interim or annual period and could be required to recognize a non-cash goodwill impairment charge at that time, which could be material. Acquired Intangible Assets In connection with the IsoPlexis Merger, the Company identified certain intangible assets summarized in the table below (see Note 5 for further information). In addition, on February 15, 2023, the Company acquired certain tangible and intangible assets from Evorion Biotechnologies for a total purchase price of $0.3 million, of which $0.2 million related to intangible assets attributable to patents and technology. These intangible assets are also included in the table below. March 31, 2023 (in thousands): Remaining Useful Life (Years) Gross Accumulated Amortization Net Customer relationships 8 $ 7,700 $ (5) $ 7,695 Trade names 10 3,500 (11) 3,489 Patented technology 14 11,911 (23) 11,888 Total intangible assets $ 23,111 $ (39) $ 23,072 Amortization expense was $39,000 for the three months ended March 31, 2023. In connection with the License Agreement, the Company reviewed the patented technology intangible for indicators of impairment, noting that the patented technology was valued using the relief from royalty approach based on projected revenues from products and services of IsoPlexis, which did not contemplate the License Agreement. In addition, the Company still owns, and retains certain rights to, the intellectual property that was licensed under the License Agreement. Accordingly the Company concluded that an impairment was not necessary. The estimated annual amortization of intangible assets for the remainder of 2023 and the next four years is presented in the table below (in thousands). Actual amortization expense to be reported in future periods could differ from these estimates as a result of the finalization of the preliminary purchase price allocation of the IsoPlexis Merger, divestitures and other factors. March 31, 2023 Year Ending December 31: Remainder of 2023 $ 1,689 2024 $ 2,163 2025 $ 2,163 2026 $ 2,163 2027 $ 2,163 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following is a description of the valuation techniques the Company uses to measure the fair value of assets and reports fair value on a recurring basis: • Cash equivalents: At March 31, 2023, the Company’s cash equivalents consisted of money market funds. Money market funds are highly liquid investments and are actively traded and pricing information is readily available. Accordingly, the Company classifies these securities as Level 1 of the fair value hierarchy. • Short Term Marketable Securities: At March 31, 2023, the Company did not hold any short term marketable securities. Generally, the Company values short-term marketable securities using quoted prices in active markets for similar instruments. Accordingly, the Company classifies marketable securities as Level 2 of the fair value hierarchy. The carrying amounts of the Company’s cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other current liabilities as of March 31, 2023 and December 31, 2022 approximate fair value due to their relatively short maturities. At March 31, 2023 and December 31, 2022, the fair value measurements of the Company’s assets measured on a recurring basis were as follows: (in thousands): March 31, Quoted Prices Significant Significant Cash equivalents: Money market funds $ 6,591 $ 6,591 $ — $ — Total assets measured at fair value $ 6,591 $ 6,591 $ — $ — December 31, Quoted Prices Significant Significant Cash equivalents: Money market funds $ 2,354 $ 2,354 $ — $ — Commercial paper 16,602 — 16,602 — U.S. agency securities 3,970 — 3,970 — Total cash equivalents 22,926 2,354 20,572 — Debt securities, available for sale: Commercial paper 22,148 — 22,148 — U.S. agency securities 4,942 — 4,942 — U.S. government securities 19,162 — 19,162 — Total debt securities, available for sale 46,252 — 46,252 — Total assets measured at fair value $ 69,178 $ 2,354 $ 66,824 $ — The carrying values and fair values of the Company’s financial instruments not measured at fair value were as follows (in thousands): March 31, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value Long-term debt, including current maturities $ 68,886 $ 70,000 $ 19,826 $ 17,443 The Company estimated the fair value of its long-term debt using a market-based approach that considers an average cost of debt. The Company has incorporated its own credit risk for all liability fair value measurements. Such fair value measurements are considered Level 2 under the fair value hierarchy. The Company did not have any transfers of financial assets measured at fair value on a recurring basis between the levels of the fair value measurement hierarchy during the periods presented. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net comprised the following (in thousands): March 31, December 31, Equipment, tooling and molds $ 47,577 $ 36,152 Computer software and equipment 8,037 2,667 Furniture, fixtures and other 2,600 2,007 Leasehold improvements 12,509 10,836 Construction in process 1,370 1,409 Total property and equipment 72,093 53,071 Less: Accumulated depreciation (38,251) (29,224) Property and equipment, net (1) $ 33,842 $ 23,847 (1) Property and equipment, net at each of March 31, 2023 and December 31, 2022 includes $0.1 million of assets held for sale. During the three months ended March 31, 2023 and 2022 losses on the impairment and disposal of property and equipment were not material. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases office, manufacturing, distribution and laboratory facilities in various locations in the United States, primarily in Emeryville, California and Branford, Connecticut. The Company also leases facilities in Shanghai, China for office and laboratory facilities. On December 28, 2022, the Company entered into a sub-lease arrangement for its facility in Lexington, Massachusetts. Sub-lease income for the three months ended March 31, 2023 was $0.1 million and was recorded as an offset to rent expense. Future payments associated with the Company’s operating lease liabilities as of March 31, 2023 are as follows (in thousands): Operating leases Undiscounted lease payments for the year ending December 31, Remainder of 2023 $ 4,691 2024 6,297 2025 5,952 2026 5,398 2027 4,759 Thereafter 7,464 Total undiscounted lease payments 34,561 Less: implied interest (4,304) Less: tenant improvement allowances receivable (65) Present value of operating lease payments 30,192 Less: current portion (1) (4,958) Total long-term operating lease liabilities $ 25,234 (1) Included in the balance sheet caption “Accrued expenses and other current liabilities.” Rent expense, net for the three months ended March 31, 2023 and 2022 was $0.9 million and $1.1 million, respectively. Under the terms of the lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability. Variable lease payments for operating leases were $0.8 million and $0.8 million for the three months ended March 31, 2023 and 2022, respectively, including non-lease components such as common area maintenance fees. The following information represents supplemental disclosure for the statement of cash flows related to operating leases (in thousands): Three months ended March 31, 2023 Three months ended March 31, 2022 Right-of-use assets obtained for new operating lease liabilities $ — $ — Right-of-use lease assets assumed in IsoPlexis Merger $ 4,975 $ — Cash paid for amounts included in the measurement of lease liabilities $ 989 $ 1,098 The following summarizes additional information related to operating leases: March 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) 5.71 6.48 Weighted-average discount rate 4.73 % 4.66 % |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term Debt On May 23, 2018, the Company entered into a Loan and Security Agreement (“Loan Agreement”) with EWB to provide a $20.0 million term loan facility (“Term Loan”). The loan facility was fully drawn as of May 23, 2018. On June 30, 2021, the Company entered into an Amended and Restated Loan and Security Agreement (“Amended Loan Agreement”) with EWB. Pursuant to the Amended Loan Agreement, EWB provided a $20.0 million term loan (“Amended Term Loan”) which was used to refinance the Term Loan outstanding under the Loan Agreement dated May 23, 2018. The Amended Term Loan had a maturity of 48 months and a fixed interest rate of 4.17% . In addition, the Amended Term Loan had an initial interest-only period of 24 months, which could have been extended to up to 36 months based on the achievement of certain liquidity measures, and could have been pre-paid without penalty at any time. On March 21, 2023, the Company entered into a Second Amended and Restated Loan and Security Agreement (“Second Amended Loan Agreement”) with EWB. Pursuant to the Second Amended Loan Agreement, EWB increased the existing Amended Term Loan amount of $20.0 million by $50.0 million to an aggregate outstanding principal of $70.0 million (“Second Amended Term Loan”). The Company used the proceeds from the Second Amended Term Loan to repay $52.5 million of indebtedness (including prepayment premium and interest) with Perceptive held by IsoPlexis (“Perceptive Credit Agreement”). Associated with these transactions, a $0.2 million loss on extinguishment of debt and a $0.7 million commitment fee associated with the Loan Agreement, was recorded in Other expense, net on our condensed consolidated statement of operations during the three months ended March 31, 2023. The Second Amended Term Loan has a maturity of 60 months and bears interest at a variable rate per annum equal to (i) the greater of 6.25% or the variable rate of interest, per annum, most recently announced by EWB as its prime rate, plus (ii) one-half of one percent (0.5%). In addition, the Second Amended Term Loan has an initial interest-only period of 24 months, which can be extended up to two times, each by an additional six months, if certain EBITDA tests as set forth in the Second Amended Loan Agreement are satisfied. The Second Amended Term loan carries a prepayment penalty equal to one percent (1%) of the amount of any prepayment of the outstanding balance, if the prepayment is made before the first anniversary of the loan closing date. The Second Amended Loan Agreement was accounted for as a debt extinguishment and the Company capitalized incremental debt issuance costs. The Second Amended Term Loan is guaranteed by certain domestic subsidiaries of the Company (such subsidiaries, together with the Company, the “Credit Parties”). The Second Amended Loan Agreement grants EWB a security interest in and liens on substantially all assets of the Company and the other Credit Parties, excluding intellectual property, provided, that if the Company does not satisfy a liquidity test set forth in the Second Amended Loan Agreement, the Credit Parties will be required to grant a first-priority security interest in their intellectual property. In addition, certain other terms of the original agreements as previously in effect were amended by the Second Amended Loan Agreement, including certain financial covenants. For example, the Company must maintain cash and cash equivalents of no less than $70.0 million in the aggregate at all times in a deposit account with EWB that is assigned to EWB. As a result, the deposit of $70.0 million was recorded as restricted cash on the Company’s condensed consolidated balance sheet. In addition, if the Company’s cash and cash equivalents balance at EWB falls below $100.0 million, the Company is then required to maintain specific minimum EBITDA amounts at all times thereafter. The Second Amended Loan Agreement contains customary affirmative and negative covenants, including limitations on mergers, asset sales, liens, investments and indebtedness. See Exhibit 10.1 for the Second Amended Loan Agreement. As of March 31, 2023, the Company was in compliance with the terms and covenants of the Agreement. The following is a schedule of payments due on notes payable as of March 31, 2023 (in thousands): March 31, Year Ending December 31: Remainder of 2023 $ 4,545 2024 6,049 2025 13,680 2026 15,437 2027 14,532 2028 41,990 Total payments due 96,233 Less: Interest payments, loan discounts and financing costs (27,347) Current portion, less loan discounts and financing costs — Notes payable, net of current portion $ 68,886 |
Equity and Stock Compensation P
Equity and Stock Compensation Plans | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity and Stock Compensation Plans | Equity and Stock Compensation Plans IsoPlexis Merger On March 21, 2023, in connection with the completion of the IsoPlexis Merger: • All outstanding IsoPlexis RSAs were assumed by PhenomeX and converted into PhenomeX RSAs based on the 0.612 conversion ratio (see Note 5) and on the same terms and conditions (including with respect to vesting schedules and restrictions) as applied to IsoPlexis RSAs immediately prior to the closing of the IsoPlexis Merger. • All outstanding IsoPlexis stock options (whether vested or unvested) that had a per share exercise price of less than $1.28 and were held by continuing employees were assumed by PhenomeX and converted into PhenomeX stock options based on the 0.612 conversion ratio (and rounded down) and on the same terms and conditions (including with respect to time-based vesting) as applied to IsoPlexis stock options immediately prior to the closing of the IsoPlexis Merger, with the exercise price per share of the assumed stock options determined by dividing the per share exercise price of the IsoPlexis options by the 0.612 conversion ratio (and rounded up to the nearest whole cent). The assumed stock options expire 10 years from their original date of grant. The assumed stock options and RSAs generally vest 25% upon the one-year anniversary of the service inception date and then ratably each month over the remaining 36 months. On March 21, 2023, PhenomeX assumed 304,619 IsoPlexis RSAs and 378,767 IsoPlexis stock options after applying the 0.612 conversion ratio. The Company accounted for the assumed equity awards as a modification under ASC 718 and recorded stock compensation expense of $0.1 million during the three months ended March 31, 2023 associated with the modification. Future grants of equity awards will be issued under the Company’s 2020 Plan. Warrant Certificate On March 21, 2023 and in connection with the closing of the IsoPlexis Merger, PhenomeX, IsoPlexis and Perceptive executed the Warrant Certificate. Under the Warrant Certificate, the outstanding warrant (“IsoPlexis Warrant”) to purchase shares of common stock, par value $0.001, of IsoPlexis (“IsoPlexis Common Stock”), issued by IsoPlexis to Perceptive was assumed by PhenomeX and converted into a warrant (“PhenomeX Warrant”) to purchase shares of common stock, par value $0.00005, of PhenomeX (“PhenomeX Common Stock”), on the same terms and subject to the same conditions as were applicable to the IsoPlexis Warrant as of immediately prior to the Acquisition Date; provided, that the PhenomeX Warrant is exercisable for 496,560 shares of PhenomeX Common Stock (i.e., a number of shares of PhenomeX Common Stock equal to the number of shares of IsoPlexis Common Stock that were subject to the IsoPlexis Warrant multiplied by the 0.612 exchange ratio and has an exercise price of $9.80 per share of PhenomeX Common Stock (i.e., the exercise price per share of IsoPlexis Common Stock that was applicable to the IsoPlexis Warrant divided by 0.612). Restricted stock awards As a result of the IsoPlexis Merger and discussed above, the Company now has RSAs outstanding. RSAs are rights to receive shares of the Company’s Common Stock upon meeting specified vesting requirements. The fair value of a RSA is the market value as determined by the closing price of the Company’s stock on the original grant date. Stock-based compensation Stock-based compensation related to the Company’s stock-based awards was recorded as an expense and allocated as follows (in thousands): Three months ended March 31, 2023 2022 Cost of sales $ 16 $ 51 Research and development 548 1,581 Selling, general and administrative 3,824 3,761 Total stock-based compensation $ 4,388 $ 5,393 |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring During 2022, the Company adopted a new strategic plan with the intention of reducing costs and better aligning the organization with the Company’s long-term goals. As a result, the Company approved a set of restructuring initiatives in 2022 and continued with similar initiatives in the first quarter of 2023. During the three months ended March 31, 2023, the Company incurred restructuring charges of $1.3 million, related to severance and other employee-related restructuring costs associated with the termination of approximately 16% of total full-time employees. As of March 31, 2023, the Company has not fully completed its restructuring efforts. It is unable to currently estimate future restructuring charges, but will record any additional restructuring-related expenses as they are incurred. Changes in the Company’s restructuring liability are set forth in the table below (in thousands): Employee severance and termination benefits Non labor restructuring Total Accrual at January 1, 2023 $ 130 $ 107 $ 237 Restructuring liability assumed in IsoPlexis Merger 834 — 834 Restructuring charges 1,290 — 1,290 Cash payments (1,010) (107) (1,117) Non-cash settlements — — — Accrual at March 31, 2023 $ 1,244 $ — $ 1,244 Restructuring liabilities are included in accrued expenses and other current liabilities in the condensed consolidated balance sheet. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company’s provision for income taxes was $20,000 for the three months ended March 31, 2023 and $20,000 and for the three months ended March 31, 2022. For the three months ended March 31, 2023 and 2022, income from operations before taxes consisted of amounts related to U.S. operations and the Company’s foreign operations. The Company maintains a full valuation allowance on its deferred tax assets, and intends to do so until there is sufficient evidence to support the reversal of all or some portion of this allowance. |
Statements of Cash Flows
Statements of Cash Flows | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Statements of Cash Flows | Statements of Cash Flows The supplemental cash flow information consists of the following (in thousands): Three months ended March 31, 2023 2022 Cash paid for interest $ 439 $ 137 Cash paid for income taxes $ 19 $ — Non-cash investing and financing activities Non-cash consideration for the acquisition of IsoPlexis $ 32,406 $ — Property and equipment transferred to inventory $ 352 $ — Customer return of Beacon transferred to property and equipment (1) $ 201 $ — Change in accounts payable and accrued liabilities related to purchases of property and equipment $ 684 $ 482 (1) Refer to Note 6 under “Sales-type Lease Arrangements” for further information. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its financial statements for these matters when a loss is known and considered probable and the amount can be reasonably estimated. The Company does not recognize gain contingencies until they are realized. Legal costs incurred relating to loss contingencies are expensed as incurred. AbCellera Biologics Litigation In July through September 2020, AbCellera Biologics Inc. (“AbCellera”) filed a series of complaints in the United States District Court for the District of Delaware, alleging that the Company infringed and continues to infringe, directly and indirectly, the following patents exclusively licensed by AbCellera by making, using, offering for sale, selling and/or importing the Company’s Beacon and Culture Station instruments and the OptoSelect chips, and sale of the Opto Plasma B Discovery Workflow: U.S. Patent Nos. 10,107,812, 10,274,494, 10,466,241, 10,578,618, 10,697,962, 10,087,408, 10,421,936, 10,704,018, 10,718,768, 10,738,270, 10,746,737, 10,753,933, 10,775,376, 10,775,377, and 10,775,378. The University of British Columbia (“UBC”), the owner of the patents, joined AbCellera as a named plaintiff in the lawsuits. AbCellera and UBC are seeking, among other things, judgment of infringement, a permanent injunction and damages (including lost profits, a reasonable royalty, reasonable costs and attorney’s fees, and treble damages for willful infringement). In addition to procedural motions, the Company has filed an answer and counterclaims in response to each of the lawsuits. The Company’s counterclaims in each lawsuit include counts for declaratory judgment of non-infringement of the asserted patents, for declaratory judgment of invalidity of the asserted patents, for declaratory judgment of unenforceability of the asserted patents due to inequitable conduct, and unfair competition under state and federal law. The Company filed a motion to transfer the lawsuits to the United States District Court for the Northern District of California, which was granted and where the lawsuits have been consolidated and are now pending (“Consolidated Lawsuit”). On May 6, 2021 and pursuant to Court Order, AbCellera and UBC reduced, without prejudice, the asserted patents in the consolidated lawsuit to the following: US Patent Nos. 10,087,408, 10,421,936, 10,738,270, 10,697,962, 10,753,933, 10,775,376 and 10,775,378. On July 1, 2021, the court issued a Case Management Order that, among other things, requires AbCellera and UBC to further reduce the number of asserted patents to no more than two, and the total asserted patent claims to no more than four per patent prior to the trial. In July 2021 and August 2021, the Company filed petitions for Inter Partes Review (“IPR”) with the Patent Trial and Appeal Board (“PTAB”) of the United States Patent & Trademark Office (“USPTO”), challenging the validity of various asserted claims of U.S. Patent No. 10,087,408 and all asserted claims of U.S. Patent Nos. 10,421,936 and 10,739,270. In August 2021, in response to a Motion to Stay filed by the Company, the court stayed the Consolidated Lawsuit pending the outcome of the IPR proceedings. In January 2022, the PTAB of the USPTO issued a decision instituting IPR on U.S. Patent No. 10,087,408 and a decision denying IPR on U.S. Patent No. 10,421,936. In February 2022, the PTAB issued a decision denying IPR on U.S. Patent No. 10,739,270. And in January 2023, the PTAB issued a decision upholding the validity of the challenged claims in U.S. Patent No. 10,087,408: the Company has requested a rehearing of the PTAB’s decision. The Consolidated Lawsuit remains stayed at this time, AbCellera has filed a motion - opposed by the Company - to lift the stay. AbCellera’s motion to lift the stay is fully briefed and awaiting a decision from the court. The Company believes that the patent assertions by AbCellera and UBC are without merit and it intends to defend itself vigorously. The Company also intends to proceed with its claims and counterclaims against AbCellera and UBC. Outcomes in litigation can be uncertain and it is possible a court may disagree with the Company’s position. An adverse determination in these lawsuits could subject the Company to significant liabilities, require it to seek licenses from or pay royalties to AbCellera and/or UBC, or prevent it from manufacturing, selling or using certain of the Company’s products, any of which could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects. Securities Class Action In December 2021, Victor J. Ng filed a securities class action complaint in the Northern District of California (“Securities Class Action”), which was amended on July 25, 2022. The Securities Class Action is on behalf of all persons who purchased or otherwise acquired: (a) Berkeley Lights common stock pursuant and/or traceable to certain July 2020 Initial Public Offering (“IPO”) offering documents and/or (b) securities of Berkeley Lights between July 17, 2020 and January 5, 2022, inclusive. The complaint alleges claims under §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 promulgated thereunder as well as §§11, 12(a)(2) and 15 of the Securities Act of 1933. It names as defendants the Company, certain of the Company’s current and former senior executives and directors, the underwriter firms that sponsored the Company’s July 2020 IPO, and three firms that invested in the Company. The Company believes that the assertions in the Securities Class Action are without merit and intends to defend itself vigorously. The Company’s pending Motion to Dismiss is set for hearing on June 22, 2023. Outcomes in litigation can be uncertain and it is possible a court may disagree with the Company’s positions. An adverse determination in the Securities Class Action could subject the Company to significant liabilities, which could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects. Derivative Action In March 2022, Trung Nguyen filed a shareholder derivative complaint on behalf of nominal defendant Berkeley Lights, Inc., alleging that certain of the Company’s current and former directors and certain of the Company’s current and former senior executives breached their fiduciary duties to the Company. The complaint also alleged that certain of the Company’s current and former directors and former senior executives used material, non-public information to improperly profit from the sale of Company stock, and that certain of the Company’s current and former senior executives owe the Company contribution for violations of Sections 10(b) and 21D of the Exchange Act. The Company is not currently involved in any other claims or legal actions, nor is management aware of any potential claims or legal actions, for which the ultimate disposition could have a material adverse effect on the Company’s financial position, results of operations, or liquidity. No provision has been made for litigation because the Company believes that it is not probable that a liability has been incurred as of March 31, 2023. Purchase commitments The Company has entered into various purchase agreements, including inventory-related agreements with its contract manufacturers. Once these orders are placed, they are generally cancelable by providing notice prior to the expected ship date, however such cancellations could result in the Company incurring certain charges depending on the timing. The Company had non-cancellable purchase obligations to contract manufacturers and other suppliers of $29.7 million at March 31, 2023. Product Warranty The Company generally provides a one year assurance-type warranty on its platforms and chip consumables. The table below represents the activity in the product warranty accrual included in accrued expenses and other current liabilities on the condensed consolidated balance sheets (in thousands): Three months ended March 31, 2023 2022 Balance, beginning of period $ 749 $ 1,085 Warranty accrual assumed in IsoPlexis Merger 128 — Adjustments to existing warranties (111) (245) Provision for new warranties 133 163 Settlement of pre-existing warranties (111) (89) Balance, end of period $ 788 $ 914 |
Net Loss Attributable to Common
Net Loss Attributable to Common Stockholders Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Attributable to Common Stockholders Per Share | Net Loss Attributable to Common Stockholders Per Share Potentially issuable shares of common stock include shares issuable upon the exercise of outstanding employee stock option awards and unvested restricted stock units. The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except share and per share data): Three months ended March 31, 2023 2022 Numerator Net loss attributable to common stockholders, basic and diluted $ (23,419) $ (21,426) Denominator Weighted-average shares used to compute net income per share, basic and diluted 75,759,771 67,697,488 Net loss per share Net loss per share attributable to common stockholders, basic and diluted $ (0.31) $ (0.32) Since the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The following shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented as they had an anti-dilutive effect: March 31, 2023 2022 Warrants to purchase common stock 496,560 — Options to purchase common stock 7,685,997 7,020,591 Restricted stock awards 290,846 — Restricted stock units 5,517,488 3,629,310 Total 13,990,891 10,649,901 |
Segments
Segments | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segments | Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company has one business activity and there are no segment managers who are held accountable for operations. Accordingly, the Company has one operating segment. The IsoPlexis Merger on March 21, 2023 did not change the Company’s assessment about operating segments. The Company’s principal operations and decision-making functions are located in the United States. The following table provides the Company’s revenues by geographical market based on the location where the services were provided or to which product was shipped (in thousands): Three months ended March 31, 2023 2022 North America $ 14,055 $ 13,715 Asia Pacific (1) 3,147 5,035 Europe 1,314 1,456 $ 18,516 $ 20,206 (1) Asia Pacific includes Australia. As of March 31, 2023 and December 31, 2022, substantially all of the Company’s long-lived assets were located in the United States . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsIn April 2023, Phenomenex, Inc. (“Phenomenex”) filed a complaint against the Company in the U.S. District Court for the Central District of California, alleging trademark infringement and unfair competition in relation to the Company’s name and seeking injunctive relief and damages. As of the filing date for this Quarterly Report on Form 10-Q, the Company has not been served with the complaint from Phenomenex. The Company believes that Phenomenex’s complaint is without merit and intends to vigorously defend itself. Restructuring During the second quarter of 2023, the Company announced a reduction in force terminating approximately 12% of total full-time employees. The Company estimates it will incur severance and employee-related restructuring costs of approximately $0.8 million related to this activity, substantially all of which the Company expects to incur in the second quarter of 2023. |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation On December 21, 2022, Berkeley Lights, Inc. (“Berkeley Lights”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with Iceland Merger Sub Inc., a wholly owned subsidiary of Berkeley Lights (“Merger Sub”) and IsoPlexis Corporation (“IsoPlexis”). Pursuant to the Merger Agreement on March 21, 2023 (“Acquisition Date”), Merger Sub was merged with IsoPlexis, with IsoPlexis surviving the merger as a wholly owned subsidiary of Berkeley Lights (“IsoPlexis Merger”). The newly combined company has been renamed PhenomeX. The historical financial statements of PhenomeX for periods prior to the IsoPlexis Merger are the historical financial statements of Berkeley Lights. |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Accounts Receivables and Allowance for Credit Losses | Accounts Receivables and Allowance for Credit Losses Trade accounts receivable are recorded at the invoiced amount as a result of the transaction with customers. The Company maintains allowances for credit losses for uncollectible accounts receivable. The Company estimates anticipated losses from doubtful accounts based on days past due, historical collection history, and other factors. Write-offs are recorded at the time all collection efforts have been exhausted. The Company reviews its allowance for doubtful accounts on a quarterly basis. |
Inventory | Inventory Inventories are recorded at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Inventory that is obsolete or in excess of forecasted usage is written down to its estimated net realizable value based on assumptions about future demand and market conditions. Inventory write-downs are charged to cost of goods sold and establish a new cost basis for the inventory. Costs included in inventories are raw materials, labor, supplies, allocable depreciation of manufacturing facilities, equipment and overhead. |
Stock-based compensation | Stock-based compensation The Company maintains the 2020 Incentive Award Plan (“2020 Plan”), an incentive compensation plan under which stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) are granted to employees, non-employee consultants and directors. Stock-based compensation expense is calculated based on the grant date fair value of the award. The Company determines the fair value of RSUs and RSAs based on the closing price of the Company’s common stock as reported by Nasdaq on the date of the grant. The Company estimates the fair value of the majority of stock option awards on the grant date using the Black-Scholes option-pricing model. For option awards that include a goal tied to the Company share price (i.e. a market condition) the Company uses a Monte Carlo simulation to estimate the fair value. The fair value of stock options, RSUs and RSAs with only a service condition is recognized as compensation expense on a straight-line basis over the requisite service period in which the awards are expected to vest and forfeitures are recognized as they occur. Stock options and RSUs that include a service condition and a performance condition are considered expected to vest when the performance condition is probable of being met. Compensation expense associated with performance awards that are determined to be probable of achievement is recognized over the requisite service period on a tranche-by-tranche basis. For performance stock options and RSUs not initially assessed as probable of achievement, the Company records a cumulative adjustment to compensation expense in the period the Company changes its determination that a performance condition becomes probable of being achieved. The Company ceases recognition of compensation expense in any periods where the Company determines the attainment of a performance condition is no longer probable. If the performance goals are determined to be improbable, any previously recognized compensation expense is reversed. The fair value of stock options with a market condition is recognized over the requisite service period for each tranche of the award and is recognized regardless of whether (or to what extent) the market condition is ultimately achieved. |
Business Combinations | Business Combinations We account for business combinations using the acquisition method of accounting, which generally requires that assets acquired and liabilities assumed be recorded at their fair values as of the Acquisition Date on our Condensed Consolidated Balance Sheets. Any excess of consideration over the fair value of net assets acquired is recorded as goodwill. The determination of estimated fair value requires us to make significant estimates and assumptions. As a result, we may record adjustments to the fair values of assets acquired and liabilities assumed |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets are measured at their respective fair values as of the Acquisition Date and may be subject to adjustment within the measurement period, which may be up to one year from the Acquisition Date. The Company does not amortize goodwill and intangible assets with indefinite useful lives. Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases in the Company’s stock price or market capitalization. During the three months ended March 31, 2023, the Company experienced a decline in its market capitalization as a result of a sustained decrease in the Company’s stock price. Although the Company only recently acquired goodwill, as the Company operates as a single reporting unit, this sustained decrease was considered to represent a triggering event requiring management to perform a quantitative goodwill impairment test as of March 31, 2023. Refer to Note 8, Goodwill and Other Intangible Assets, for further information. Intangible assets with finite useful lives are amortized over their estimated useful lives, generally on a straight-line basis, and are reviewed for impairment when facts or circumstances indicate that the carrying value of these assets may not be recoverable. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, including property, plant and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances indicate that the carrying value of an asset may not be recoverable. Should there be an indication of impairment, we test for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. |
Foreign currency translation and transactions | Foreign currency translation and transactions The Company assesses the functional currency of each of its international subsidiaries. For subsidiaries where the functional currency is the U.S. dollar, gains or losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the U.S. dollar are included in other income (expense), net. For subsidiaries where the functional currency is the local currency, the translation of foreign currencies into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and revenue and expense accounts using the average exchange rate during each period. The gains and losses resulting from the translation are included in accumulated other comprehensive income in stockholders’ equity and are excluded from net income. The portions of intercompany accounts receivable and accounts payable that are intended for settlement are translated at exchange rates in effect at the balance sheet date. |
Research and development state tax credits | Research and development state tax credits Research and development (“R&D”) tax credits exchanged for cash pursuant to the Connecticut R&D Tax Credit Exchange Program, which permits a qualified small business engaged in R&D activities within Connecticut to exchange its unused R&D tax credits for a cash amount equal to 65% of the value of exchanged credits, are |
Warrants | Warrants On March 21, 2023 and in connection with the closing of the IsoPlexis Merger, PhenomeX, IsoPlexis and Perceptive Credit Holdings III, LP (“Perceptive”) executed a warrant certificate to purchase shares of PhenomeX stock (“Warrant Certificate”). The Company accounts for these common stock warrants as equity classified instruments in accordance with ASC 480, Distinguishing Liabilities from Equity. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash included in our condensed consolidated balance sheets to the totals presented on the condensed consolidated statements of cash flows (in thousands): March 31, 2023 December 31, 2022 Cash $ 45,015 $ 63,596 Cash equivalents 6,591 22,926 Restricted cash 70,093 — Total cash, cash equivalents and restricted cash as presented on the condensed consolidated statements of cash flows $ 121,699 $ 86,522 |
Schedule of cash and cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash included in our condensed consolidated balance sheets to the totals presented on the condensed consolidated statements of cash flows (in thousands): March 31, 2023 December 31, 2022 Cash $ 45,015 $ 63,596 Cash equivalents 6,591 22,926 Restricted cash 70,093 — Total cash, cash equivalents and restricted cash as presented on the condensed consolidated statements of cash flows $ 121,699 $ 86,522 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of unrealized gains and losses related to our available-for-sale marketable securities | The following tables summarize the amortized costs and carrying value of the Company’s available-for-sale securities, by balance sheet classification and major security type, as of March 31, 2023 and December 31, 2022 (in thousands): Marketable Securities reported as Cash Equivalents March 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 6,591 $ — $ — $ 6,591 Total $ 6,591 $ — $ — $ 6,591 December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 2,354 $ — $ — $ 2,354 Commercial paper 16,606 — (4) 16,602 U.S. agency securities 3,969 1 — 3,970 U.S. government securities — — — — Total $ 22,929 $ 1 $ (4) $ 22,926 Marketable Securities reported as Short-term Marketable Securities As of March 31, 2023, the Company did not hold any short-term marketable securities. Realized gains/losses from the sale of short-term marketable securities during the three months ended March 31, 2023 were immaterial. Short-term marketable securities at December 31, 2022 were as follows (in thousands): December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 22,158 $ 1 $ (11) $ 22,148 U.S. agency securities 4,941 1 — 4,942 U.S. government securities 19,159 5 (2) 19,162 Total $ 46,258 $ 7 $ (13) $ 46,252 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of fair value of consideration transferred | The Acquisition Date fair value of consideration transferred in the IsoPlexis Merger totaled $84.9 million, summarized as follows (in thousands): Fair value of PhenomeX common stock issued to IsoPlexis stockholders (1) $ 31,930 Repayment of IsoPlexis debt (2) 52,482 Fair value of vested IsoPlexis options attributable to pre-merger service (3) 306 Fair value of IsoPlexis warrant at Acquisition Date (4) 170 Total purchase consideration $ 84,888 (1) Represents the fair value of PhenomeX common stock issued to IsoPlexis stockholders pursuant to the Merger Agreement. The fair value is based on 24,945,611 shares of PhenomeX common stock at $1.28 per share on March 21, 2023 issued to IsoPlexis stockholders. IsoPlexis stockholders received 0.612 shares of PhenomeX stock for each IsoPlexis share they held. (2) Represents $50 million in principal repayment to retire debt of IsoPlexis, as required by change in control provisions of the debt, as well as prepayment penalties and accrued interest. (3) Represents the fair value at March 21, 2023 of IsoPlexis options assumed by PhenomeX attributable to pre-combination service (see Note 13 for additional information). (4) Represents the fair value of the IsoPlexis warrant assumed by PhemoneX at March 21, 2023 (see Note 13 for additional information). |
Schedule of fair value of assets acquired and liabilities assumed | The following table summarizes the preliminary fair values for each major class of assets acquired and liabilities assumed at the Acquisition Date (in thousands). The Company used third party valuation professionals to aid in the determination of the estimated fair value of certain assets acquired and liabilities assumed. The Company is in the process of finalizing the purchase price allocation associated with this transaction. As such, the preliminary purchase allocation set forth below is subject to revision as additional information is obtained and the valuation process is completed. Cash and cash equivalents $ 12,197 Accounts receivable 3,075 Inventories 27,287 Prepaid expenses and other current assets 4,190 Property and equipment, net 11,206 Intangible assets 22,900 Goodwill 12,246 Operating lease right-of-use assets 4,975 Other assets 526 Total assets acquired 98,602 Accounts payable 2,367 Accrued expenses and other current liabilities 4,912 Deferred revenue 1,399 Operating lease obligations 5,036 Total liabilities assumed 13,714 Total consideration transferred $ 84,888 |
Schedule of pro forma information | The following unaudited pro forma financial information gives effect to the IsoPlexis Merger as if it had been completed on January 1, 2022. The unaudited pro forma information was prepared in accordance with the requirements of ASC 805, which is a different basis than pro forma information prepared under Article 11 of Regulation S-X (“Article 11”). As such, they are not directly comparable with historical results for stand-alone Berkeley Lights prior to March 21, 2023 or our previously provided pro forma financials prepared in accordance with Article 11. The pro forma adjustments are based on historical reported transactions by the respective companies and do not include any anticipated synergies or other expected benefits of the acquisition. (in thousands) Three months ended March 31, 2023 Three months ended March 31, 2022 Total revenue $ 20,170 $ 25,117 Net loss $ (66,463) $ (50,419) |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following tables provide an overview of the Company’s revenue streams and how the Company reports revenue in its consolidated statements of operations: Income Statement Classification Product or Service sold Revenue Stream Product revenue Sale of advanced automation systems (Beacon and Lightning systems, Culture Station) Platform Software and workflow licenses Platform Fixed term sales-type lease arrangements with qualified customers Platform Quarterly workflow subscriptions, annual or multi-year subscriptions arrangements (e.g. TechAccess) Recurring Consumables and reagent kits (e.g. OptoSelect chips) Recurring Service and other revenue Strategic partnerships, joint development and collaboration agreements where we provide services for development of new workflows, cells or organism types Partnership, License and Other Application support, installation and training Platform Fixed fee extended warranty and service programs Recurring IP license revenue Partnership, License and Other (1) (1) License revenue relates to certain intellectual property acquired in the IsoPlexis Merger and subsequently licensed to a third party. License revenue related to our platforms (e.g. workflow licenses) is reported as Platform product revenue. The following tables provide information by revenue stream for the periods presented: Three Months Ended March 31, 2023 (in thousands) Product Service and other Total Platform $ 5,773 $ 330 $ 6,103 Recurring 2,605 2,558 5,163 Partnership, License and Other (1) — 7,250 7,250 Total revenue $ 8,378 $ 10,138 $ 18,516 (1) During the three months ended March 31, 2023, the Company signed an agreement to license, on an exclusive and perpetual basis, certain intellectual property acquired in the IsoPlexis Merger for $7.3 million (“License Agreement”). As the $7.3 million represented a non-refundable fee and the license was transferred to the customer during the quarter, the $7.3 million was recognized as revenue during the quarter, which represents all the Partnership, License, and Other revenue during the quarter. Three Months Ended March 31, 2022 (in thousands) Product Service and other Total Platform $ 6,747 $ 657 $ 7,404 Recurring 3,027 2,416 5,443 Partnership, License and Other — 7,359 7,359 Total revenue $ 9,774 $ 10,432 $ 20,206 |
Schedule of receivables, contract assets and deferred revenue from contracts with customers | The following table provides information about receivables, contract assets and deferred revenue from contracts with customers (in thousands): March 31, December 31, Trade accounts receivable, net $ 25,119 $ 18,534 Contract assets, which are included in “Prepaid expenses and other current assets” $ 367 $ 1,283 Contract assets, long-term, which are included in “Other assets” $ 514 $ 549 Deferred revenue (current) $ 10,746 $ 9,092 Deferred revenue (non-current) $ 1,259 $ 963 |
Schedule of sales-type lease maturity | The following table presents the future maturity of the Company’s fixed-term customer leases and reconciles the undiscounted cash flows from the amounts due from customers under such arrangements as of March 31, 2023 (in thousands): Year ending December 31, Sales-Type Remainder of 2023 (1) $ 334 2024 445 2025 408 2026 — Total undiscounted cash flows 1,187 Less: unearned income (171) Total amounts due from customers (2) $ 1,016 (1) During the three months ended March 31, 2023, the Company impaired the net investment of a sales type lease with a customer. The write down of the respective contract asset of $0.8 million, net of the return of the underlying asset, was recorded as an impairment charge of $0.6 million within selling, general and administrative expense in the Company’s condensed consolidated statement of operations and the resulting return of the underlying asset was recorded as an addition to fixed assets in the Company’s condensed consolidated balance sheet. |
Balance Sheet Accounts (Tables)
Balance Sheet Accounts (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of trade accounts receivable, net | Trade accounts receivable, net consists of the following (in thousands): March 31, December 31, Trade accounts receivable $ 26,013 $ 18,534 Allowance for doubtful accounts (894) — Total $ 25,119 $ 18,534 |
Schedule of changes in the allowance for doubtful accounts | Changes in the allowance for doubtful accounts were as follows (in thousands): Three months ended March 31, 2023 Allowance for doubtful accounts, beginning of year $ — Allowance assumed in IsoPlexis Merger (721) Write-offs of uncollectible accounts — Provision for doubtful accounts (173) Allowance for doubtful accounts, end of period $ (894) |
Schedule of inventory | The following table shows the components of inventory (in thousands): March 31, December 31, Raw materials $ 32,816 $ 11,946 Work in progress 1,106 — Finished goods 11,617 6,915 Total $ 45,539 $ 18,861 |
Schedule of prepaid expenses and other current assets | The following table shows the components of prepaid expenses and other current assets (in thousands): March 31, December 31, Contract asset $ 367 $ 1,283 Vendor deposits 421 126 Deferred costs 365 472 Prepaid insurance 3,534 2,025 Other (1) 4,691 2,877 Total $ 9,378 $ 6,783 (1) Other includes primarily prepaid rent expenses, software licenses and prepaid VAT. |
Schedule of accrued expenses and other current liabilities | The following table shows the components of accrued expenses and other current liabilities (in thousands): March 31, December 31, Accrued payroll and employee related expenses $ 6,611 $ 7,410 Lease liability – short-term 4,958 3,291 Accrued product warranty 788 749 Accrued legal expenses 5,499 8,271 Other (1) 1,789 1,619 Total $ 19,645 $ 21,340 (1) Other includes accrued income taxes, sales taxes, accrued royalties and other miscellaneous accruals. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | These intangible assets are also included in the table below. March 31, 2023 (in thousands): Remaining Useful Life (Years) Gross Accumulated Amortization Net Customer relationships 8 $ 7,700 $ (5) $ 7,695 Trade names 10 3,500 (11) 3,489 Patented technology 14 11,911 (23) 11,888 Total intangible assets $ 23,111 $ (39) $ 23,072 |
Schedule of estimated annual amortization of intangible assets | The estimated annual amortization of intangible assets for the remainder of 2023 and the next four years is presented in the table below (in thousands). Actual amortization expense to be reported in future periods could differ from these estimates as a result of the finalization of the preliminary purchase price allocation of the IsoPlexis Merger, divestitures and other factors. March 31, 2023 Year Ending December 31: Remainder of 2023 $ 1,689 2024 $ 2,163 2025 $ 2,163 2026 $ 2,163 2027 $ 2,163 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets measured at fair value | At March 31, 2023 and December 31, 2022, the fair value measurements of the Company’s assets measured on a recurring basis were as follows: (in thousands): March 31, Quoted Prices Significant Significant Cash equivalents: Money market funds $ 6,591 $ 6,591 $ — $ — Total assets measured at fair value $ 6,591 $ 6,591 $ — $ — December 31, Quoted Prices Significant Significant Cash equivalents: Money market funds $ 2,354 $ 2,354 $ — $ — Commercial paper 16,602 — 16,602 — U.S. agency securities 3,970 — 3,970 — Total cash equivalents 22,926 2,354 20,572 — Debt securities, available for sale: Commercial paper 22,148 — 22,148 — U.S. agency securities 4,942 — 4,942 — U.S. government securities 19,162 — 19,162 — Total debt securities, available for sale 46,252 — 46,252 — Total assets measured at fair value $ 69,178 $ 2,354 $ 66,824 $ — |
Schedule of financial instruments not measured at fair value | The carrying values and fair values of the Company’s financial instruments not measured at fair value were as follows (in thousands): March 31, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value Long-term debt, including current maturities $ 68,886 $ 70,000 $ 19,826 $ 17,443 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net comprised the following (in thousands): March 31, December 31, Equipment, tooling and molds $ 47,577 $ 36,152 Computer software and equipment 8,037 2,667 Furniture, fixtures and other 2,600 2,007 Leasehold improvements 12,509 10,836 Construction in process 1,370 1,409 Total property and equipment 72,093 53,071 Less: Accumulated depreciation (38,251) (29,224) Property and equipment, net (1) $ 33,842 $ 23,847 (1) Property and equipment, net at each of March 31, 2023 and December 31, 2022 includes $0.1 million of assets held for sale. |
Leases (Table)
Leases (Table) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of operating lease liabilities maturity | Future payments associated with the Company’s operating lease liabilities as of March 31, 2023 are as follows (in thousands): Operating leases Undiscounted lease payments for the year ending December 31, Remainder of 2023 $ 4,691 2024 6,297 2025 5,952 2026 5,398 2027 4,759 Thereafter 7,464 Total undiscounted lease payments 34,561 Less: implied interest (4,304) Less: tenant improvement allowances receivable (65) Present value of operating lease payments 30,192 Less: current portion (1) (4,958) Total long-term operating lease liabilities $ 25,234 (1) Included in the balance sheet caption “Accrued expenses and other current liabilities.” |
Schedule of supplemental cash flow information related to operating leases | The following information represents supplemental disclosure for the statement of cash flows related to operating leases (in thousands): Three months ended March 31, 2023 Three months ended March 31, 2022 Right-of-use assets obtained for new operating lease liabilities $ — $ — Right-of-use lease assets assumed in IsoPlexis Merger $ 4,975 $ — Cash paid for amounts included in the measurement of lease liabilities $ 989 $ 1,098 |
Schedule of additional information related to operating leases | The following summarizes additional information related to operating leases: March 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) 5.71 6.48 Weighted-average discount rate 4.73 % 4.66 % |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of payments due on notes payable | The following is a schedule of payments due on notes payable as of March 31, 2023 (in thousands): March 31, Year Ending December 31: Remainder of 2023 $ 4,545 2024 6,049 2025 13,680 2026 15,437 2027 14,532 2028 41,990 Total payments due 96,233 Less: Interest payments, loan discounts and financing costs (27,347) Current portion, less loan discounts and financing costs — Notes payable, net of current portion $ 68,886 |
Equity and Stock Compensation_2
Equity and Stock Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation | Stock-based compensation related to the Company’s stock-based awards was recorded as an expense and allocated as follows (in thousands): Three months ended March 31, 2023 2022 Cost of sales $ 16 $ 51 Research and development 548 1,581 Selling, general and administrative 3,824 3,761 Total stock-based compensation $ 4,388 $ 5,393 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Changes in Restructuring Liability | Changes in the Company’s restructuring liability are set forth in the table below (in thousands): Employee severance and termination benefits Non labor restructuring Total Accrual at January 1, 2023 $ 130 $ 107 $ 237 Restructuring liability assumed in IsoPlexis Merger 834 — 834 Restructuring charges 1,290 — 1,290 Cash payments (1,010) (107) (1,117) Non-cash settlements — — — Accrual at March 31, 2023 $ 1,244 $ — $ 1,244 |
Statements of Cash Flows (Table
Statements of Cash Flows (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of cash flow, supplemental disclosures | The supplemental cash flow information consists of the following (in thousands): Three months ended March 31, 2023 2022 Cash paid for interest $ 439 $ 137 Cash paid for income taxes $ 19 $ — Non-cash investing and financing activities Non-cash consideration for the acquisition of IsoPlexis $ 32,406 $ — Property and equipment transferred to inventory $ 352 $ — Customer return of Beacon transferred to property and equipment (1) $ 201 $ — Change in accounts payable and accrued liabilities related to purchases of property and equipment $ 684 $ 482 (1) Refer to Note 6 under “Sales-type Lease Arrangements” for further information. |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of product warranty liability | The table below represents the activity in the product warranty accrual included in accrued expenses and other current liabilities on the condensed consolidated balance sheets (in thousands): Three months ended March 31, 2023 2022 Balance, beginning of period $ 749 $ 1,085 Warranty accrual assumed in IsoPlexis Merger 128 — Adjustments to existing warranties (111) (245) Provision for new warranties 133 163 Settlement of pre-existing warranties (111) (89) Balance, end of period $ 788 $ 914 |
Net Loss Attributable to Comm_2
Net Loss Attributable to Common Stockholders Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per common share | The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except share and per share data): Three months ended March 31, 2023 2022 Numerator Net loss attributable to common stockholders, basic and diluted $ (23,419) $ (21,426) Denominator Weighted-average shares used to compute net income per share, basic and diluted 75,759,771 67,697,488 Net loss per share Net loss per share attributable to common stockholders, basic and diluted $ (0.31) $ (0.32) |
Schedule of antidilutive securities excluded from computation of earnings per share | The following shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented as they had an anti-dilutive effect: March 31, 2023 2022 Warrants to purchase common stock 496,560 — Options to purchase common stock 7,685,997 7,020,591 Restricted stock awards 290,846 — Restricted stock units 5,517,488 3,629,310 Total 13,990,891 10,649,901 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of revenue by geographic areas | The following table provides the Company’s revenues by geographical market based on the location where the services were provided or to which product was shipped (in thousands): Three months ended March 31, 2023 2022 North America $ 14,055 $ 13,715 Asia Pacific (1) 3,147 5,035 Europe 1,314 1,456 $ 18,516 $ 20,206 (1) Asia Pacific includes Australia. |
The Company and Basis of Pres_3
The Company and Basis of Presentation (Details) - USD ($) | 3 Months Ended | ||||||
Mar. 21, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 20, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | May 23, 2018 | |
Organization, Consolidation and Presentation of Financial Statement [Line Items] | |||||||
Net loss | $ (23,419,000) | $ (21,426,000) | |||||
Accumulated deficit | (385,067,000) | $ (361,648,000) | |||||
Cash, cash equivalents, and marketable securities | $ 51,600,000 | ||||||
EWB Term Loan | Notes Payable | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Items] | |||||||
Maximum borrowing capacity | $ 70,000,000 | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | |||
Debt instrument, covenant description, cash | 70,000,000 | ||||||
Perceptive Credit Agreement | Line of Credit | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Items] | |||||||
Repayment of acquired debt | $ 52,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 70,093 | $ 0 |
Letter of Credit | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 100 | |
EWB Term Loan | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 70,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash | $ 45,015 | $ 63,596 | ||
Cash equivalents | 6,591 | 22,926 | ||
Restricted cash | 70,093 | 0 | ||
Total cash, cash equivalents and restricted cash as presented on the condensed consolidated statements of cash flows | $ 121,699 | $ 86,522 | $ 164,944 | $ 178,366 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Research and development state tax credits (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Research Tax Credit Carryforward | |
Tax Credit Carryforward [Line Items] | |
R&D tax credits receivable | $ 0.2 |
Marketable Securities - Unreali
Marketable Securities - Unrealized Gains and Losses Related to our Available-for-Sale Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | $ 6,591 | $ 22,929 |
Unrealized Gains | 0 | 1 |
Unrealized Losses | 0 | (4) |
Fair Value | 6,591 | 22,926 |
Debt Securities, Available-for-Sale [Abstract] | ||
Amortized Cost | 46,258 | |
Unrealized Gains | 7 | |
Unrealized Losses | (13) | |
Fair Value | 46,252 | |
Commercial paper | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Amortized Cost | 22,158 | |
Unrealized Gains | 1 | |
Unrealized Losses | (11) | |
Fair Value | 22,148 | |
U.S. agency securities | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Amortized Cost | 4,941 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 4,942 | |
U.S. government securities | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Amortized Cost | 19,159 | |
Unrealized Gains | 5 | |
Unrealized Losses | (2) | |
Fair Value | 19,162 | |
Money market funds | ||
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | 6,591 | 2,354 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 6,591 | 2,354 |
Commercial paper | ||
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | 16,606 | |
Unrealized Gains | 0 | |
Unrealized Losses | (4) | |
Fair Value | 16,602 | |
U.S. agency securities | ||
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | 3,969 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 3,970 | |
U.S. government securities | ||
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | 0 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | $ 0 |
Significant Risks and Uncerta_2
Significant Risks and Uncertainties Including Business and Credit Concentrations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | |||
Allowance for doubtful accounts | $ 894 | $ 0 | |
Revenue | Customer | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 39% | 18% | |
Revenue | Customer | Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | 13% | |
Revenue | Customer | Customer Three | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | 10% | |
Accounts Receivable | Customer | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 25% | 24% | |
Accounts Receivable | Customer | Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14% | 11% | |
Accounts Receivable | Customer | Customer Three | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12% |
Business Combinations - Narrati
Business Combinations - Narrative (Details) | 3 Months Ended | |||
Mar. 21, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||
Fair value of accounts receivable acquired | $ 3,100,000 | |||
Allowance for credit losses | 700,000 | |||
Inventories | 27,300,000 | |||
Step up form book value of inventory acquired | $ 4,900,000 | |||
Inventory | $ 45,539,000 | $ 18,861,000 | ||
Incurred transaction costs | 13,700,000 | |||
Total revenue | 18,516,000 | $ 20,206,000 | ||
Service and other revenue | ||||
Business Acquisition [Line Items] | ||||
Total revenue | 10,138,000 | 10,432,000 | ||
Partnership, License and Other (1) | ||||
Business Acquisition [Line Items] | ||||
Total revenue | 7,250,000 | 7,359,000 | ||
Partnership, License and Other (1) | Service and other revenue | ||||
Business Acquisition [Line Items] | ||||
Total revenue | 7,250,000 | $ 7,359,000 | ||
Acquisition-related Costs | ||||
Business Acquisition [Line Items] | ||||
Incurred transaction costs | 4,400,000 | |||
IsoPlexis | ||||
Business Acquisition [Line Items] | ||||
Shares holding ratio | 0.612 | |||
Inventories | $ 27,287,000 | |||
Inventory | 22,400,000 | |||
Inventory valuation reserves | 15,400,000 | |||
Goodwill with a provisional assigned value | 12,200,000 | |||
Goodwill, expected tax deductible amount | $ 0 | |||
Recognized transaction costs | 3,500,000 | $ 2,800,000 | ||
Revenues | 1,000,000 | |||
Operating loss | 1,100,000 | |||
IsoPlexis | Partnership, License and Other (1) | Service and other revenue | ||||
Business Acquisition [Line Items] | ||||
Total revenue | $ 7,300,000 | |||
IsoPlexis | EWB Term Loan | Notes Payable | ||||
Business Acquisition [Line Items] | ||||
Interest rate | 8.50% | |||
IsoPlexis | Minimum | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life | 8 years | |||
IsoPlexis | Maximum | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life | 14 years | |||
IsoPlexis | Patented technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 11,700,000 | |||
IsoPlexis | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 7,700,000 | |||
IsoPlexis | Trade Names and Trademarks | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 3,500,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Acquired Assets and Liabilities (Details) $ / shares in Units, $ in Thousands | Mar. 21, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Fair value of assets acquired and liabilities assumed | |||
Inventories | $ 27,300 | ||
Goodwill | $ 12,246 | $ 0 | |
IsoPlexis | |||
Consideration Transferred | |||
Fair value of PhenomeX common stock issued to IsoPlexis stockholders | 31,930 | ||
Repayment of acquired debt | 52,482 | ||
Fair value of vested IsoPlexis options attributable to pre-merger service | 306 | ||
Fair value of IsoPlexis warrant at merger date | 170 | ||
Total purchase consideration | $ 84,888 | ||
Fair value of common stock issued (in shares) | shares | 24,945,611 | ||
Price per share of the common stock acquired (in dollars per share) | $ / shares | $ 1.28 | ||
Shares holding ratio | 0.612 | ||
Principal repayment to retire debt | $ 50,000 | ||
Fair value of assets acquired and liabilities assumed | |||
Cash and cash equivalents | 12,197 | ||
Accounts receivable | 3,075 | ||
Inventories | 27,287 | ||
Prepaid expenses and other current assets | 4,190 | ||
Property and equipment, net | 11,206 | ||
Intangible assets | 22,900 | ||
Goodwill | 12,246 | ||
Operating lease right-of-use assets | 4,975 | ||
Other assets | 526 | ||
Total assets acquired | 98,602 | ||
Accounts payable | 2,367 | ||
Accrued expenses and other current liabilities | 4,912 | ||
Deferred revenue | 1,399 | ||
Operating lease obligations | 5,036 | ||
Total liabilities assumed | 13,714 | ||
Total consideration transferred | $ 84,888 |
Business Combinations - Sched_2
Business Combinations - Schedule of Pro forma Information (Details) - IsoPlexis - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 20,170 | $ 25,117 |
Net loss | $ (66,463) | $ (50,419) |
Revenue from Contracts with C_3
Revenue from Contracts with Customer (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Remaining performance obligation | $ 12,000,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Contract liabilities | 12,000,000 | $ 10,100,000 | |
Contract liability , revenue recognized | 2,800,000 | ||
Lease income | $ 0 | $ 0 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, percentage | 50% | ||
Remaining performance obligation, period | 12 months |
Revenue From Contracts With C_4
Revenue From Contracts With Customers (Schedule of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 18,516 | $ 20,206 |
Platform | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,103 | 7,404 |
Recurring | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,163 | 5,443 |
Partnership, License and Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,250 | 7,359 |
Product | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,378 | 9,774 |
Product | Platform | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,773 | 6,747 |
Product | Recurring | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,605 | 3,027 |
Product | Partnership, License and Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Service and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,138 | 10,432 |
Service and other | Platform | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 330 | 657 |
Service and other | Recurring | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,558 | 2,416 |
Service and other | Partnership, License and Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,250 | $ 7,359 |
Service and other | Partnership, License and Other | IsoPlexis | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 7,300 |
Revenue From Contracts With C_5
Revenue From Contracts With Customers (Schedule of Receivables, Contract Assets and Deferred Revenue) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Trade accounts receivable, net | $ 25,119 | $ 18,534 |
Contract assets, which are included in “Prepaid expenses and other current assets” | 367 | 1,283 |
Contract assets, long-term, which are included in “Other assets” | 514 | 549 |
Deferred revenue (current) | 10,746 | 9,092 |
Deferred revenue (non-current) | $ 1,259 | $ 963 |
Revenue From Contracts With C_6
Revenue From Contracts With Customers (Sale-type Lease Arrangement) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Lessor, Lease, Description [Line Items] | |
Remainder of 2023 | $ 334 |
2024 | 445 |
2025 | 408 |
2026 | 0 |
Total undiscounted cash flows | 1,187 |
Less: unearned income | (171) |
Total amounts due from customers | 1,016 |
Contract asset | 800 |
Impairment charge | 600 |
Accounts Receivable, after Allowance for Credit Loss, Current | |
Lessor, Lease, Description [Line Items] | |
Total amounts due from customers | $ 100 |
Balance Sheet Accounts - Trade
Balance Sheet Accounts - Trade Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade accounts receivable | $ 26,013 | $ 18,534 |
Allowance for doubtful accounts | (894) | 0 |
Trade accounts receivable, net | $ 25,119 | $ 18,534 |
Balance Sheet Accounts - Change
Balance Sheet Accounts - Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowance for doubtful accounts, beginning of year | $ 0 | |
Allowance assumed in IsoPlexis Merger | (721) | |
Write-offs of uncollectible accounts | 0 | |
Provision for doubtful accounts | (173) | $ 0 |
Allowance for doubtful accounts, end of period | $ (894) |
Balance Sheet Accounts - Invent
Balance Sheet Accounts - Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 32,816 | $ 11,946 |
Work in progress | 1,106 | 0 |
Finished goods | 11,617 | 6,915 |
Total | $ 45,539 | $ 18,861 |
Balance Sheet Accounts - Prepai
Balance Sheet Accounts - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contract asset | $ 367 | $ 1,283 |
Vendor deposits | 421 | 126 |
Deferred costs | 365 | 472 |
Prepaid insurance | 3,534 | 2,025 |
Other | 4,691 | 2,877 |
Total | $ 9,378 | $ 6,783 |
Balance Sheet Accounts - Accrue
Balance Sheet Accounts - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll and employee related expenses | $ 6,611 | $ 7,410 |
Lease liability - short-term [Extensible Enumeration] | Total | Total |
Lease liability – short-term | $ 4,958 | $ 3,291 |
Accrued product warranty | 788 | 749 |
Accrued legal expenses | 5,499 | 8,271 |
Other | 1,789 | 1,619 |
Total | $ 19,645 | $ 21,340 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Feb. 15, 2023 | Mar. 31, 2023 | Mar. 21, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 12,246 | $ 0 | ||
Amortization expense | $ (39) | |||
Evorion Biotechnologies | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total purchase price | $ 300 | |||
Evorion Biotechnologies | Patents and Technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acuired | $ 200 | |||
IsoPlexis | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 12,246 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, gross | $ 23,111 |
Accumulated Amortization | (39) |
Intangible assets, net | $ 23,072 |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life (Years) | 8 years |
Intangible assets, gross | $ 7,700 |
Accumulated Amortization | (5) |
Intangible assets, net | $ 7,695 |
Trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life (Years) | 10 years |
Intangible assets, gross | $ 3,500 |
Accumulated Amortization | (11) |
Intangible assets, net | $ 3,489 |
Patented technology | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life (Years) | 14 years |
Intangible assets, gross | $ 11,911 |
Accumulated Amortization | (23) |
Intangible assets, net | $ 11,888 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Estimated Annual Amortization of Intangible Assets (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Year Ending December 31: | |
Remainder of 2023 | $ 1,689 |
2024 | 2,163 |
2025 | 2,163 |
2026 | 2,163 |
2027 | $ 2,163 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | $ 0 | $ 46,252 |
Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 22,926 | |
Total debt securities, available for sale | 46,252 | |
Total assets measured at fair value | 6,591 | 69,178 |
Commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 22,148 | |
U.S. agency securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 4,942 | |
U.S. government securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 19,162 | |
Money market funds | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 6,591 | 2,354 |
Commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 16,602 | |
U.S. agency securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 3,970 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 2,354 | |
Total debt securities, available for sale | 0 | |
Total assets measured at fair value | 6,591 | 2,354 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. agency securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. government securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 6,591 | 2,354 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. agency securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | |
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 20,572 | |
Total debt securities, available for sale | 46,252 | |
Total assets measured at fair value | 0 | 66,824 |
Significant Other Observable Inputs (Level 2) | Commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 22,148 | |
Significant Other Observable Inputs (Level 2) | U.S. agency securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 4,942 | |
Significant Other Observable Inputs (Level 2) | U.S. government securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 19,162 | |
Significant Other Observable Inputs (Level 2) | Money market funds | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 16,602 | |
Significant Other Observable Inputs (Level 2) | U.S. agency securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 3,970 | |
Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | |
Total debt securities, available for sale | 0 | |
Total assets measured at fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | U.S. agency securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | U.S. government securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Money market funds | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | |
Significant Unobservable Inputs (Level 3) | U.S. agency securities | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Financial Instruments Not Measured at Fair Value (Details) - Significant Other Observable Inputs (Level 2) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, including current maturities | $ 68,886 | $ 19,826 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, including current maturities | $ 70,000 | $ 17,443 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 72,093 | $ 53,071 |
Less: Accumulated depreciation | (38,251) | (29,224) |
Property and equipment, net | 33,842 | 23,847 |
Assets held for sale | 100 | 100 |
Equipment, tooling and molds | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 47,577 | 36,152 |
Computer software and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,037 | 2,667 |
Furniture, fixtures and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,600 | 2,007 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 12,509 | 10,836 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,370 | $ 1,409 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 2.1 | $ 1.9 | |
Assets held for sale | $ 0.1 | $ 0.1 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Sub-lease income | $ 0.1 | |
Rent expense | 0.9 | $ 1.1 |
Variable lease payments | $ 0.8 | $ 0.8 |
Leases - Maturity Schedule of O
Leases - Maturity Schedule of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remainder of 2023 | $ 4,691 | |
2024 | 6,297 | |
2025 | 5,952 | |
2026 | 5,398 | |
2027 | 4,759 | |
Thereafter | 7,464 | |
Total undiscounted lease payments | 34,561 | |
Less: implied interest | (4,304) | |
Less: tenant improvement allowances receivable | (65) | |
Present value of operating lease payments | 30,192 | |
Less: current portion | (4,958) | $ (3,291) |
Total long-term operating lease liabilities | $ 25,234 | $ 22,726 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Right-of-use assets obtained for new operating lease liabilities | $ 0 | $ 0 |
Right-of-use lease assets assumed in IsoPlexis Merger | 4,975 | 0 |
Cash paid for amounts included in the measurement of lease liabilities | $ 989 | $ 1,098 |
Leases - Schedule of Additional
Leases - Schedule of Additional Information Related to Operating Leases (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years) | 5 years 8 months 15 days | 6 years 5 months 23 days |
Weighted-average discount rate | 4.73% | 4.66% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 3 Months Ended | ||||||
Mar. 21, 2023 | Jun. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 20, 2023 | Dec. 31, 2022 | May 23, 2018 | |
Debt Instrument [Line Items] | |||||||
Loss on debt extinguishment | $ 162,000 | $ 0 | |||||
Restricted cash | 70,093,000 | $ 0 | |||||
Interest cost | 400,000 | $ 200,000 | |||||
EWB Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Restricted cash | 70,000,000 | ||||||
Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Loss on debt extinguishment | 200,000 | ||||||
Commitment fee | $ 700,000 | ||||||
Notes Payable | EWB Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 70,000,000 | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | |||
Note payable, term (in years) | 60 months | 48 months | |||||
Interest rate | 4.17% | ||||||
Interest-only period | 24 months | 24 months | |||||
Interest-only period with extension | 36 months | ||||||
Increase in borrowing capacity | $ 50,000,000 | ||||||
Prepayment penalty percentage | 1% | ||||||
Debt instrument, covenant description, cash | $ 70,000,000 | ||||||
Restricted cash | 70,000,000 | ||||||
Debt instrument, covenant description, minimum cash and cash equivalents balance with bank | $ 100,000,000 | ||||||
Notes Payable | EWB Term Loan | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 6.25% | ||||||
Basis spread on variable rate | 0.50% | ||||||
Line of Credit | Perceptive Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Repayment of acquired debt | $ 52,500,000 |
Long-Term Debt - Schedule of Pa
Long-Term Debt - Schedule of Payment Due on Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Current portion, less loan discounts and financing costs | $ 0 | $ (4,966) |
Notes payable, net of current portion | 68,886 | $ 14,860 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | 4,545 | |
2024 | 6,049 | |
2025 | 13,680 | |
2026 | 15,437 | |
2027 | 14,532 | |
2028 | 41,990 | |
Total payments due | 96,233 | |
Interest payments, loan discounts and financing costs | (27,347) | |
Current portion, less loan discounts and financing costs | 0 | |
Notes payable, net of current portion | $ 68,886 |
Equity and Stock Compensation_3
Equity and Stock Compensation Plans (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 21, 2023 $ / shares shares | Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Purchase shares of common stock, par value (in dollars per share) | $ 0.00005 | $ 0.00005 | |
IsoPlexis Warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Purchase shares of common stock, par value (in dollars per share) | $ 0.001 | ||
PhenomeX Warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Conversion ratio | 0.612 | ||
Purchase shares of common stock, par value (in dollars per share) | $ 0.00005 | ||
PhenomeX Warrant | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant exercisable shares (in shares) | shares | 496,560 | ||
Warrant exercise price per share (in dollars per share) | $ 9.80 | ||
IsoPlexis | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Conversion ratio | 0.612 | ||
Exercise price per share (in dollars per share) | $ 1.28 | ||
Stock-based compensation | $ | $ 0.1 | ||
IsoPlexis | Share-Based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 25% | ||
Vesting period | 1 year | ||
IsoPlexis | Share-Based Payment Arrangement, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 36 months | ||
IsoPlexis | RSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Conversion ratio | 0.612 | ||
Business acquisition, equity instruments other than options, number of shares acquired (in shares) | shares | 304,619 | ||
IsoPlexis | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Conversion ratio | 0.612 | ||
Expiration period | 10 years | ||
Business acquisition, options, number of shares acquired (in shares) | shares | 378,767 |
Equity and Stock Compensation_4
Equity and Stock Compensation Plans - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 4,388 | $ 5,393 |
Cost of sales | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 16 | 51 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 548 | 1,581 |
Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 3,824 | $ 3,761 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring charges | $ 1,290 | $ 0 |
Total full-time employees (in percent) | 16% |
Restructuring - Changes in Rest
Restructuring - Changes in Restructuring Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring liability, beginning balance | $ 237 | |
Restructuring liability assumed in IsoPlexis Merger | 834 | |
Restructuring charges | 1,290 | $ 0 |
Cash payments | (1,117) | |
Non-cash settlements | 0 | |
Restructuring liability, ending balance | 1,244 | |
Employee severance and termination benefits | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring liability, beginning balance | 130 | |
Restructuring liability assumed in IsoPlexis Merger | 834 | |
Restructuring charges | 1,290 | |
Cash payments | (1,010) | |
Non-cash settlements | 0 | |
Restructuring liability, ending balance | 1,244 | |
Non labor restructuring | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring liability, beginning balance | 107 | |
Restructuring liability assumed in IsoPlexis Merger | 0 | |
Restructuring charges | 0 | |
Cash payments | (107) | |
Non-cash settlements | 0 | |
Restructuring liability, ending balance | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 20 | $ 20 |
Statements of Cash Flows (Detai
Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash paid for interest | $ 439 | $ 137 |
Cash paid for income taxes | 19 | 0 |
Non-cash investing and financing activities | ||
Non-cash consideration for the acquisition of IsoPlexis | 32,406 | 0 |
Property and equipment transferred to inventory | 352 | 0 |
Customer return of Beacon transferred to property and equipment | 201 | 0 |
Change in accounts payable and accrued liabilities related to purchases of property and equipment | $ 684 | $ 482 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) | 1 Months Ended | 3 Months Ended | |
Jul. 01, 2021 claim patent | Dec. 31, 2021 investedCompany | Mar. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | |||
Number of company invested | investedCompany | 3 | ||
Loss contingency accrual | $ 0 | ||
Purchase obligations | $ 29,700,000 | ||
Product warranty, term | 1 year | ||
AbCellera and UBC | |||
Loss Contingencies [Line Items] | |||
Case management order, maximum number of patents allegedly infringed | patent | 2 | ||
Case management order, maximum asserted patent claims per patent | claim | 4 |
Commitment and Contingencies _2
Commitment and Contingencies - Product Warranty (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance, beginning of period | $ 749 | $ 1,085 |
Warranty accrual assumed in IsoPlexis Merger | 128 | 0 |
Adjustments to existing warranties | (111) | (245) |
Provision for new warranties | 133 | 163 |
Settlement of pre-existing warranties | (111) | (89) |
Balance, end of period | $ 788 | $ 914 |
Net Loss Attributable to Comm_3
Net Loss Attributable to Common Stockholders Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||
Net loss attributable to common stockholders, basic | $ (23,419) | $ (21,426) |
Net loss attributable to common stockholders, diluted | $ (23,419) | $ (21,426) |
Denominator | ||
Weighted-average shares used to compute net income per share, basic (in shares) | 75,759,771 | 67,697,488 |
Weighted-average shares used to compute net income per share, diluted (in shares) | 75,759,771 | 67,697,488 |
Net loss per share | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.31) | $ (0.32) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.31) | $ (0.32) |
Net Loss Attributable to Comm_4
Net Loss Attributable to Common Stockholders Per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of net loss per share (in shares) | 13,990,891 | 10,649,901 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of net loss per share (in shares) | 496,560 | 0 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of net loss per share (in shares) | 7,685,997 | 7,020,591 |
Restricted stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of net loss per share (in shares) | 290,846 | 0 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of net loss per share (in shares) | 5,517,488 | 3,629,310 |
Segments (Details)
Segments (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Number of operating segments | segment | 1 | |
Total revenue | $ 18,516 | $ 20,206 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 14,055 | 13,715 |
Asia Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 3,147 | 5,035 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 1,314 | $ 1,456 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | ||
Total full-time employees (in percent) | 16% | |
Forecast | ||
Subsequent Event [Line Items] | ||
Total full-time employees (in percent) | 12% | |
Severance and employee-related restructuring costs | $ 0.8 |