Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 18, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40354 | ||
Entity Registrant Name | Zymergen Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-2942439 | ||
Entity Address, Address Line One | 5980 Horton Street | ||
Entity Address, Address Line Two | Suite 105 | ||
Entity Address, City or Town | Emeryville | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94608 | ||
City Area Code | 415 | ||
Local Phone Number | 801-8073 | ||
Title of 12(b) Security | Common stock, $0.001 par value per share | ||
Trading Symbol | ZY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.1 | ||
Entity Common Stock, Shares Outstanding | 103,120,808 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the registrant’s 2022 Annual Meeting of Stockholders, to be filed subsequent to the date hereof with the Securities and Exchange Commission ("SEC") are incorporated by reference into Part III of this report. Such proxy statement will be filed with the SEC not later than 120 days after the end of the registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001645842 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Redwood City, California |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 386,105 | $ 210,205 |
Accounts receivable | 520 | 2,516 |
Accounts receivable, unbilled | 2,565 | 1,659 |
Prepaid expenses | 7,818 | 7,024 |
Inventories | 6,035 | 4,969 |
Restricted cash, current | 2,105 | 0 |
Other current assets | 2,201 | 2,201 |
Total current assets | 407,349 | 228,574 |
Restricted cash | 9,849 | 9,605 |
Property and equipment, net | 53,799 | 48,718 |
Goodwill | 40,645 | 11,604 |
Intangible assets, net | 8,529 | 4,790 |
Other long-term assets | 2,225 | 1,630 |
Total assets | 522,396 | 304,921 |
Current liabilities: | ||
Accounts payable | 5,418 | 12,097 |
Accrued and other liabilities | 17,496 | 26,888 |
Short-term debt, net | 43,953 | 79,331 |
Short-term deferred rent | 2,218 | 494 |
Deferred revenue | 4,468 | 2,648 |
Total current liabilities | 73,553 | 121,458 |
Long-term deferred rent | 35,390 | 9,916 |
Warrant liabilities | 0 | 14,231 |
Other long-term liabilities | 4,967 | 2,254 |
Total liabilities | 113,910 | 147,859 |
Commitments and contingencies | ||
Convertible preferred stock, $0.001 par value, no shares authorized as of December 31, 2021 and 214,181,024 shares authorized as of December 31, 2020, respectively; no shares issued and outstanding as of December 31, 2021 and 68,093,280 shares issued and outstanding as of December 31, 2020 | 0 | 900,798 |
Stockholders' equity (deficit) | ||
Preferred stock, $0.001 par value, 170,000,000 authorized as of December 31, 2021 and no shares authorized as of December 31, 2020, respectively; no shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Common stock, $0.001 par value, 1,500,000,000 and 286,477,669 shares authorized as of December 31, 2021 and December 31, 2020, respectively; 103,045,299 and 12,812,109 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 103 | 13 |
Additional paid-in capital | 1,543,908 | 29,991 |
Accumulated deficit | (1,135,525) | (773,740) |
Total stockholders' equity (deficit) | 408,486 | (743,736) |
Total liabilities and convertible preferred stock and stockholders' equity (deficit) | $ 522,396 | $ 304,921 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized (in shares) | 0 | 214,181,024 |
Convertible preferred stock, issued (in shares) | 0 | 68,093,280 |
Convertible preferred stock, outstanding (in shares) | 0 | 68,093,280 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 170,000,000 | 0 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding ( in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 1,500,000,000 | 286,477,669 |
Common stock, issued (in shares) | 103,045,299 | 12,812,109 |
Common stock, outstanding (in shares) | 103,045,299 | 12,812,109 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 16,743 | $ 13,284 | $ 15,419 |
Cost and operating expenses: | |||
Cost of service revenue | 69,721 | 84,818 | 102,640 |
Research and development | 159,120 | 90,852 | 50,717 |
Sales and marketing | 23,648 | 18,627 | 24,138 |
General and administrative | 83,009 | 60,076 | 61,247 |
Restructuring charges | 28,808 | 0 | 0 |
Loss on lease termination | 0 | 0 | 13,790 |
Total cost and operating expenses | 364,306 | 254,373 | 252,532 |
Operating loss | (347,563) | (241,089) | (237,113) |
Other income (expense): | |||
Interest income | 64 | 492 | 4,921 |
Interest expense | (14,705) | (10,960) | (2,943) |
Gain (loss) on change in fair value of warrant liabilities | 1,849 | (10,229) | 0 |
Loss on extinguishment of debt | 0 | 0 | (1,810) |
Other income (expense), net | (1,379) | (457) | 150 |
Total other expense | (14,171) | (21,154) | 318 |
Loss before income taxes | (361,734) | (262,243) | (236,795) |
(Provision for) benefit from income taxes | (51) | 49 | (8) |
Net loss and comprehensive loss | (361,785) | (262,194) | (236,803) |
Net loss and comprehensive loss | $ (361,785) | $ (262,194) | $ (236,803) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (4.87) | $ (21.46) | $ (21.94) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (4.89) | $ (21.46) | $ (21.94) |
Weighted average shares used in computing net loss per share to common stockholders, basic (in shares) | 74,226,964 | 12,217,889 | 10,791,734 |
Weighted average shares used in computing net loss per share to common stockholders, diluted (in shares) | 74,305,802 | 12,217,889 | 10,791,734 |
Revenues from research and development service agreements | |||
Revenues | $ 12,414 | $ 9,788 | $ 13,234 |
Collaboration and other revenue | |||
Revenues | $ 4,329 | $ 3,496 | $ 2,185 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Shares outstanding, beginning balance (in shares) at Dec. 31, 2018 | 10,592,060 | |||
Stockholders equity, beginning balance at Dec. 31, 2018 | $ (267,674) | $ 11 | $ 7,058 | $ (274,743) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of restricted common stock (in shares) | 67,241 | |||
Issuance of common stock upon exercise of options (in shares) | 371,515 | |||
Issuance of common stock upon exercise of options | 999 | 999 | ||
Stock-based compensation expense | 4,012 | 4,012 | ||
Interest on non-recourse loan to employees | (112) | (112) | ||
Net loss | (236,803) | (236,803) | ||
Shares outstanding, ending balance (in shares) at Dec. 31, 2019 | 11,030,816 | |||
Stockholders equity, ending balance at Dec. 31, 2019 | $ (499,578) | $ 11 | 11,957 | (511,546) |
Shares outstanding, beginning balance (in shares) at Dec. 31, 2018 | 54,068,726 | |||
Temporary equity, beginning balance at Dec. 31, 2018 | $ 591,330 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Issuance of Preferred Stock (in shares) | 765,443 | |||
Issuance of Preferred Stock | $ 12,933 | |||
Vesting of Series C Preferred Stock issued for services | $ 3,500 | |||
Shares outstanding, ending balance (in shares) at Dec. 31, 2019 | 54,834,169 | |||
Temporary equity, ending balance at Dec. 31, 2019 | $ 607,763 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock in business acquisition (in shares) | 1,082,747 | |||
Issuance of common stock in business acquisition | 10,395 | $ 1 | 10,394 | |
Vesting of restricted common stock (in shares) | 67,240 | |||
Issuance of common stock upon exercise of options (in shares) | 631,306 | |||
Issuance of common stock upon exercise of options | 2,927 | $ 1 | 2,926 | |
Stock-based compensation expense | 4,829 | 4,829 | ||
Interest on non-recourse loan to employees | (115) | (115) | ||
Net loss | $ (262,194) | (262,194) | ||
Shares outstanding, ending balance (in shares) at Dec. 31, 2020 | 12,812,109 | 12,812,109 | ||
Stockholders equity, ending balance at Dec. 31, 2020 | $ (743,736) | $ 13 | 29,991 | (773,740) |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Issuance of Preferred Stock (in shares) | 13,259,111 | |||
Issuance of Preferred Stock | $ 293,035 | |||
Shares outstanding, ending balance (in shares) at Dec. 31, 2020 | 68,093,280 | |||
Temporary equity, ending balance at Dec. 31, 2020 | $ 900,798 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock in business acquisition (in shares) | 774,402 | |||
Issuance of common stock in business acquisition | 24,809 | $ 1 | 24,808 | |
Vesting of restricted common stock (in shares) | 67,240 | |||
Vesting of restricted stock units, net (in shares) | 51,065 | |||
Vesting of restricted stock units, net | (20) | (20) | ||
Issuance of common stock upon exercise of options (in shares) | 1,483,560 | |||
Issuance of common stock upon exercise of options | 6,677 | $ 1 | 6,676 | |
Stock-based compensation expense | 21,311 | 21,311 | ||
Issuance of common stock upon initial public offering, net of commission and issuance costs of $45,138 (in shares) | 18,549,500 | |||
Issuance of common stock upon initial public offering, net of commission and issuance costs of $45,138 | 529,897 | $ 19 | 529,878 | |
Conversion of preferred stock into common stock (in shares) | 68,998,791 | |||
Conversion of preferred stock into common stock | 928,182 | $ 69 | 928,113 | |
Issuance of common stock upon exercise of warrants (in shares) | 226,880 | |||
Share settlement of non-recourse loan to employees (in shares) | (67,050) | |||
Cash settlement of non-recourse loan to employee | 1,946 | 1,946 | ||
Issuance of common stock pursuant to ESPP purchases (in shares) | 148,802 | |||
Issuance of common stock pursuant to ESPP purchases | 1,254 | 1,254 | ||
Other | (49) | (49) | ||
Net loss | $ (361,785) | (361,785) | ||
Shares outstanding, ending balance (in shares) at Dec. 31, 2021 | 103,045,299 | 103,045,299 | ||
Stockholders equity, ending balance at Dec. 31, 2021 | $ 408,486 | $ 103 | $ 1,543,908 | $ (1,135,525) |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Issuance of Preferred Stock (in shares) | 883,332 | |||
Issuance of Preferred Stock | $ 27,384 | |||
Conversion of preferred stock into common stock (in shares) | (68,976,612) | |||
Conversion of preferred stock into common stock | $ (928,182) | |||
Shares outstanding, ending balance (in shares) at Dec. 31, 2021 | 0 | |||
Temporary equity, ending balance at Dec. 31, 2021 | $ 0 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||
Commission and issuance costs | $ 45,138 | $ 3,000 | $ 67 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net loss | $ (361,785) | $ (262,194) | $ (236,803) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 20,695 | 18,707 | 15,199 |
Stock-based compensation expense | 21,311 | 4,829 | 4,012 |
Non-cash interest expense | 5,622 | 1,021 | 1,054 |
Loss on lease termination | 0 | 0 | 13,790 |
Impairment of long-lived assets | 11,815 | 0 | 0 |
Issuance of preferred stock for services rendered | 0 | 0 | 3,500 |
Loss on debt extinguishment | 0 | 0 | 1,810 |
(Gain) loss on change in fair value of warrant liabilities | (1,849) | 10,229 | 0 |
Unrealized foreign exchange loss | 886 | 0 | 0 |
Benefit from income tax | (11) | (49) | 0 |
Other | (65) | 250 | (175) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,098 | 504 | 2,173 |
Accounts receivable, unbilled | (1,723) | (1,042) | (107) |
Prepaid expenses | (650) | (1,819) | (2,273) |
Inventories | (1,066) | (2,741) | (907) |
Other current assets | 320 | (387) | (906) |
Other long-term assets | 18 | 12 | 309 |
Accounts payable | (8,726) | (4,442) | 344 |
Accrued and other liabilities | (14,688) | 5,565 | 668 |
Deferred revenue | (883) | 601 | (376) |
Deferred rent | 27,044 | 5,870 | 3,130 |
Other long-term liabilities | 172 | 1,888 | 0 |
Net cash used in operating activities | (302,465) | (223,198) | (195,558) |
Investing activities | |||
Purchases of property and equipment | (33,440) | (17,166) | (22,852) |
Proceeds from sale of property and equipment | 0 | 38 | 0 |
Business acquisition, net of cash acquired | 1,238 | 80 | 0 |
Net cash used in investing activities | (32,202) | (17,048) | (22,852) |
Financing activities | |||
Proceeds from initial public offering, net of commission and issuance cost | 529,897 | 0 | 0 |
Proceeds from exercise of Series C warrants | 15,002 | 0 | 0 |
Proceeds from repayment of non-recourse loan to employee | 1,946 | 0 | 0 |
Proceeds from long-term debt, net of offering cost | 0 | 0 | 82,242 |
Proceeds from exercise of common stock options, net of repurchases | 6,677 | 2,927 | 999 |
Proceeds from ESPP | 1,254 | 0 | 0 |
Tax withholding for net share settlements of RSUs | (20) | 0 | 0 |
Payments on debt | (41,000) | 0 | (45,349) |
Payments on build-to-suit property obligations | 0 | 0 | (13,224) |
Net cash provided by financing activities | 513,756 | 297,014 | 37,601 |
Effect of exchange rate changes on cash | (840) | 0 | 0 |
Change in cash and cash equivalents | 178,249 | 56,768 | (180,809) |
Cash, cash equivalents, and restricted cash at beginning of the period | 219,810 | 163,042 | 343,851 |
Cash, cash equivalents, and restricted cash at end of the period | 398,059 | 219,810 | 163,042 |
Cash and cash equivalents | 386,105 | 210,205 | 143,589 |
Restricted cash, current | 2,105 | 0 | 10,105 |
Restricted cash, non-current | 9,849 | 9,605 | 9,348 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 398,059 | 219,810 | 163,042 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 9,925 | 9,449 | 1,680 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Conversion of preferred shares to common stock | 928,182 | 0 | 0 |
Exercise of warrant liability into preferred stock | 12,382 | 0 | 0 |
Share settlement of non-recourse loan to employee | 1,946 | 0 | 0 |
Issuance of common stock upon cashless exercise of warrants | 749 | 0 | 0 |
Issuance of common stock in business combination | 24,769 | 10,395 | 0 |
Acquisitions of property and equipment under accounts payable and accrued and other liabilities | 5,196 | 4,129 | 5,590 |
Deferred offering costs related to initial public offering under accounts payable and accrued and other liabilities | 0 | 509 | 0 |
Deferred offering costs related to Series D preferred stock under accounts payable and accrued and other liabilities | 0 | 1,052 | 0 |
Warrants issued in connection with debt | 0 | 0 | 4,002 |
Series C redeemable convertible preferred stock | |||
Financing activities | |||
Proceeds from Series preferred stock offering, net of issuance cost | 0 | 0 | 12,933 |
Series D redeemable convertible preferred stock | |||
Financing activities | |||
Proceeds from Series preferred stock offering, net of issuance cost | $ 0 | $ 294,087 | $ 0 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Zymergen (the “Company”) integrates computational and manufacturing technologies to design, develop, and commercialize bio-based breakthrough products in a broad range of industries. The Company has developed a platform based on its collection of accessible biomolecules, its software and data science technology and its data driven microbe optimization processes. In addition, the Company's platform is used to discover novel molecules used to enable unique material properties. Utilizing its platform Zymergen is building three businesses focused on advanced materials, drug discovery and automation. The Company was incorporated in Delaware on April 24, 2013. Initial Public Offering In April 2021, the Company completed the initial public offering ("IPO") of its common stock. The Company sold an aggregate of 18,549,500 shares of its common stock (inclusive of 2,419,500 shares pursuant to the underwriters’ option to purchase additional shares) at a price of $31.00 per share for aggregate cash proceeds of approximately $529.9 million, net of underwriting discounts, commissions, and offering costs. The sale of 16,130,000 shares in the IPO and the sale of 2,419,500 shares pursuant to the underwriters’ option closed on April 26, 2021. On April 26, 2021, immediately prior to the closing of the IPO, all outstanding shares of convertible preferred stock converted into 68,115,459 shares of common stock. On April 26, 2021, immediately prior to the closing of the IPO, all warrants to purchase preferred stock were exercised into preferred stock and then converted into 883,332 shares of common stock. Need for Additional Capital The Company has sustained operating losses and expects to continue to generate operating losses for the foreseeable future. The Company had unrestricted cash and cash equivalents of $386.1 million as of December 31, 2021. Since inception through December 31, 2021, the Company has incurred cumulative net losses of $1.1 billion. While the Company has signed a number of initial customer R&D services and collaboration contracts, revenues have been insufficient to fund operations. Accordingly, the Company has funded the portion of operating costs exceeding revenues through a combination of proceeds raised from equity and debt issuances (including from its recent IPO). The Company’s operating costs include the cost of developing and commercializing products, costs associated with restructuring (Note 4), as well as providing research and development services. As a consequence, the Company expects it will need to raise additional equity or debt financing to fund future operations. The Company's ability to obtain additional funding will depend on variety of factors many of which are unpredictable and beyond the Company's control, including general conditions in the global economy and in the global financial markets, which may be impacted by interruptions, delays and/or cost increases resulting from the ongoing COVID-19 pandemic, political instability or geopolitical tensions, such as the Ukraine War, economic weakness or inflationary pressures. As a result of these, or any other circumstances, if the equity and credit markets deteriorate, it may make any necessary equity or debt financing more difficult to obtain in a timely manner and on favorable terms, if at all, and if obtained, it may be more costly or more dilutive. The Company expects that its cash and cash equivalents will be sufficient to fund its operations for a period of at least one year from the date the accompanying Consolidated Financial Statements are filed with the Securities and Exchange Commission ("SEC"). Impact of COVID-19 The Company cannot at this time predict the specific extent, duration, or full impact that the ongoing COVID-19 pandemic will have on its financial condition and operations. The impact of the COVID-19 pandemic on the financial performance of the Company will depend on future developments, including the duration and spread of the pandemic and related governmental advisories and restrictions. These developments and the continuing impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain. If business conditions, financial markets and/or the overall economy continue to be impacted, the Company’s results may be adversely affected. Reverse Split In April 2021, the Company's Board of Directors approved a 3-for-1 reverse split (“Reverse Split”) of its common stock and convertible preferred stock. This became effective on April 13, 2021 with the filing of the Company’s amended and restated certificate of incorporation. The par value of the common stock and convertible preferred stock was not adjusted as the result of the Reverse Split. All share and per share information has been retroactively adjusted to reflect the Reverse Split for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company has reclassified certain prior year amounts to conform with current period presentation. Principles of Consolidation These Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Fiscal Year The Company’s fiscal year ends on December 31. References to fiscal 2021, for example, refer to the fiscal year ended December 31, 2021. Use of Estimates The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates include, but are not limited to, standalone selling price ("SSP") of performance obligations for contracts with multiple performance obligations, estimate of variable consideration from revenue contracts, useful life of property and equipment, fair value of property and equipment of which the carrying value may not be recoverable, allowance for doubtful accounts, net realizable value of inventories, the valuation of intangible assets, and the valuation of common and preferred stock used in the valuation of options to purchase common stock and warrants to purchase common stock or preferred stock, prior to being a publicly traded company. Actual results could differ from those estimates. Segment Information Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in deciding resource allocation and assessing performance. The Company’s Acting Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. Consequently, the Company has determined it operates and manages its business in one operating and one reportable segment. Substantially all of the Company’s assets are located in the U.S. See Note 13 for the Company’s revenue by country. Foreign Currency For the Company and its subsidiaries, the functional currency has been determined to be the U.S. Dollar (USD). Monetary assets and liabilities denominated in foreign currency are remeasured at period-end exchange rates. Non-monetary assets and liabilities denominated in foreign currencies are remeasured at historical rates. Foreign currency transaction gains and losses resulting from remeasurement are recognized in Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase and all money market funds with a nominally stable value per share to be cash equivalents. Cash equivalents are carried at cost, which approximates their fair value. Restricted cash is generally related to certain lease agreements, in which the Company entered into letters of credit. Cash deposits held by our financial institution as collateral for our letters of credit under these agreements are included in restricted cash on the Consolidated Balance Sheets. This balance is not legally restricted as to their withdrawal but rather serve as a compensating balance arrangement for the aforementioned letters of credit and as such their withdrawal would be a violation of the terms of the letters of credit provided by the financial institution. The Company had restricted cash of $12.0 million and $9.6 million as of December 31, 2021 and 2020, respectively. Accounts Receivable Accounts receivable represent amounts billed to customers for revenue that has not yet been collected. Accounts receivable are presented net of allowances for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and does not require collateral from them. Receivables considered uncollectible are charged against the allowance account in the year they are deemed uncollectible. Management does not believe that an allowance for doubtful accounts is needed as of December 31, 2021 and 2020 based on review of credit worthiness of the customers and their payment histories. Unbilled receivables represent the revenue for work performed which has not yet been invoiced to the customer and includes the estimates for variable consideration earned. Inventories Inventories, which consist of various types of lab supplies, are stated at the lower of cost or net realizable value using the weighted average cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. If the Company determines that the cost of inventories exceeds its estimated net realizable value, the Company records a write-down equal to the difference between the cost of inventories and the estimated net realizable value. If the future demand for the Company’s services and products is less favorable than the Company’s forecasts, the value of the inventories may be required to be reduced, which could result in additional expense to the Company and affect its results of operations. Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives. Major additions and betterments are charged to property and equipment accounts while maintenance and repairs are charged to operations as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the balance sheet and any resulting gains and losses are included as a component of Total costs and operating expenses in the Statements of Operations in the year of disposal. Interest related to the construction of assets is capitalized when the financial statement effect is material and interest is being incurred. Interest capitalization ends at the earlier of the asset being substantially complete and ready for its intended use or when interest costs are no longer being incurred. Depreciation on property and equipment is recorded using the straight-line method over estimated useful lives as follows: Life (in years) Computers and software 2 to 3 Furniture and office equipment 4 Machinery and equipment 4 to 5 Leasehold improvements Shorter of term of lease or useful life Construction in progress Not applicable Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired, including intangible assets, and liabilities assumed are recorded at their respective fair values as of the acquisition date in our Consolidated Financial Statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Goodwill and Acquired Intangible Assets Goodwill is not amortized, but is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company performs a goodwill impairment test annually in the fourth quarter. The Company has determined that there is a single reporting unit for the purpose of conducting this goodwill impairment assessment. Goodwill impairment is recognized for the amount that the carrying value of the reporting unit, including goodwill, exceeds the reporting unit's fair value. The loss recognized cannot exceed the total amount of goodwill allocated to the reporting unit. For the years ended December 31, 2021, 2020, and 2019, respectively, no impairment losses were recorded. Intangible assets acquired in a business combination are recorded at their estimated fair values at the date of acquisition. The Company amortizes acquired definite-lived intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis. For the years ended December 31, 2021, 2020, and 2019, respectively, no impairment losses were recorded. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the year ended December 31, 2021 the Company recorded an impairment loss of $11.8 million related to certain machinery and equipment (Note 7). For the years ended December 31, 2020 and 2019, no impairment losses were recorded. Deferred Offering Cost The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process financings as deferred offering costs, until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction to the carrying value of the preferred stock or in stockholder's deficit as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to Operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. The Company had no deferred offering costs recorded as of December 31, 2021 and $0.5 million as of December 31, 2020. Revenue Recognition Revenues from research and development service agreements The Company primarily earns revenue by engaging in R&D service contracts to help its customers improve the economics of their bio-based products and through collaborative arrangements with partners to develop novel materials to be commercialized by the collaborative partner and the Company. The Company’s R&D service contracts generally consist of either fixed-fee multi-phase research terms with concurrent value-share and/or performance bonus payments based on developing an improved microbial strain, or milestone and royalty based payments with an upfront non-refundable fixed-fee. Each customer may have specific requirements for end-of-phase or milestone acceptance. The Company accounts for R&D service contracts when it has approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. R&D service contracts with customers are generally in the written form of an agreement or a binding term sheet, which outline the services the Company will perform to its customers, the intellectual property rights (“IP”) resulting from the Company's services, other terms and conditions and the agreed upon price. The Company assesses collectability based on a number of factors, including past transaction history with the same customer and creditworthiness based on qualitative and quantitative public information. The Company does not offer concessions or other discounts that would impact the assessment. The research term of the contracts typically spans several quarters and the contract term for revenue recognition purposes is determined based on the customer’s rights to terminate the contract for convenience. In R&D service agreements, the customer contracts for best effort services to be delivered generally over one to four phases, where the Company through the services performed creates the IP which will be licensed back to the customer through the delivery of an improved microbial strain or natural product. Due to the substantial modification of the IP through the R&D services and the mutual interdependence between the two, most R&D service agreements result in the identification of single combined performance obligation that is comprised of distinct R&D activities that move the R&D forward in order to meet the agreement’s commercial objective. A majority of the contracts have short term phases that result in a “go” or “no go” decision for continuation to the next phase. That decision is based on the results of the R&D from that respective phase. The Company evaluates whether the services delivered are subject to the series guidance. If applicable, progress is measured based on passage of time fulfilling the obligation to deliver the services through a series of similar daily activities throughout each phase. The transaction price includes fixed-fee payments only for the phase in which the Company is operating. Other payment types, typically consisting of performance bonuses, milestone payments or value share payments, are constrained until those payments become probable or are earned, using estimates discussed below. For contracts with acceptance clauses, the Company evaluates the constraint on variable consideration and do not recognize revenue for any efforts expended during the contract term until the related uncertainty of customer's evaluation is resolved, which generally is when acceptance is received from the customer. The total transaction price is reassessed at each reporting period to determine if additional payments should be included in the transaction price. Performance bonuses, milestone payments and value share payments are the most common type of variable consideration. Performance bonuses are paid when an improved microbial strain reaches a predefined performance level and can be a fixed amount, or a range of payments dependent on the level of improvement in the strain. The Company recognizes performance bonuses either using the most likely amount or the expected value method depending on the structure of the performance bonus. The Company includes the performance bonus payment in the transaction price once it is probable that the performance level will be achieved. Most often, the Company does not consider the performance bonus payments probable until the customer confirms the performance level of the microbe. This determination is usually based on customer specific measurement. Milestones payments are generally paid upon the achievement of a contract-specific objectives. As these contract-specific objectives generally require customer acceptance, the Company does not consider the milestone payments probable until such acceptance is received. Value share payments are evaluated whether they meet the definition of a royalty payment. The Company recognizes royalty revenue at the later of (a) when the related sales occur, or (b) when the performance to which some or all of the royalty has been allocated has been satisfied. If the value share payment does not meet the definition of a royalty payment, it is included in the transaction price when it becomes probable and is estimated using the expected value method. Customers transfer licenses to the Company for use to perform the R&D services. As these licenses are limited in use for the research project, the Company does not deem them to be noncash consideration which would need to be measured at fair value and included in the transaction price. The Company has not adjusted the transaction price for significant financing components since the time period between the transfer of services and payment is less than one year. Most R&D service agreements include a single combined performance obligation; therefore, fixed fees are allocated to the single identified performance obligation. If the series guidance is applicable, the Company allocates variable consideration to the distinct service period that forms part of the single performance obligation identified, which is generally the corresponding time period in which the R&D Services for such modified strain were completed. If a performance obligation does not consist of distinct services but is delivered over a distinct service period, the Company will include in its transaction price the variable consideration when constraint no longer exists. The Company recognizes revenue over time or at a point in time. Substantially all of the Company's revenue related to current research and development performance obligations is recognized over time, because control transfers continuously to our customers. In most R&D service agreements the customer simultaneously receives and consumes the benefits provided by the Company’s performance and the Company receives payment from the customer quarterly. The performance of the services enhances the value of the IP and advances its development as the work is being performed. Licensing obligations require the Company to convey the results of the work to the customer as the work is being performed. The Company recognizes revenue related to these services based on the progress toward complete satisfaction of the performance obligation and measures this progress under an input method, which generally is recognized over time using time elapsed as the Company’s level of work is reasonably consistent over the determined contract term and the value of the output can vary based on the ultimate success of the R&D efforts regardless of the amount of effort towards satisfaction of the obligation the Company expended. When acceptance clauses are present in an agreement, the Company recognizes the R&D service revenue at a point in time when the R&D services provided have been accepted by the customer and the Company has a present right for payment and no refunds are permitted. The Company is often entitled to bill its customers and receive payment in advance of its obligation to provide services. In these instances, the Company includes the amounts in deferred revenue on the Consolidated Balance Sheets. Collaboration Agreements The Company has certain partnership agreements that are within the scope of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 808, Collaborative Arrangements, which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transactions under the collaborative arrangements is determined based on the nature of contractual terms of the arrangement, along with the nature of the operations of the participants. Our collaborative agreements generally include provision of research and development services by the Company. Amounts received for those services are classified as collaboration revenue in the Consolidated Statements of Operations and Comprehensive Loss as those services are being rendered because those services are considered to be part of the Company’s ongoing major operations. Cost of Service Revenue Research and development expenses related to the Company’s research and development agreements represent costs incurred by the Company to service its contract research efforts. Costs include both internal and third party fixed and variable costs including materials and supplies, labor, facilities, and other overhead costs. Research and Development Expenses Uncertainties inherent in the research and development of customer products preclude the Company from capitalizing such costs. Research and development expenses include salaries and related costs of research and development personnel, including stock-based compensation expense, and the cost of consultants, materials and supplies associated with research and development projects as well as various laboratory studies. Indirect research and development costs include depreciation, amortization, and other indirect overhead expenses. Income Taxes We account for income taxes under the assets and liability method; under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. Deferred income tax assets are reduced, as necessary, by a valuation allowance when we determine it is more likely than not that some or all of the tax benefits will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. We utilize a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Although the Company believes that it has adequately reserved for its uncertain tax positions (including net interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on its financial position, results of operations, and cash flows. Comprehensive Loss U.S. GAAP establishes standards for the reporting and disclosure of comprehensive loss and its components in the accompanying financial statements. For the years ended December 31, 2021, 2020, and 2019, respectively, the Company had no items of comprehensive loss and, therefore, has not included a separate statement of comprehensive loss in the accompanying financial statements. Net Loss per Share Basic net income or loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic earnings per share is calculated as income (loss) available to common stockholders, divided by the weighted average number of common shares outstanding during the period. If the effect is dilutive, participating securities are included in the computation of basic earnings per share. The Company considered all series of its convertible preferred stock to be participating securities as they were entitled to receive noncumulative dividends prior and in preference to any dividends on shares of common stock. Due to the Company’s net losses, there was no impact on the loss per share calculation in applying the two-class method since the participating securities had no legal obligation to share in any losses. The Company analyzes the potential dilutive effect of stock options, non-vested stock, RSUs, stock issuable under the ESPP, and warrants under the treasury stock method (as applicable), during periods of income, or during periods in which income is recognized related to changes in fair value of its liability-classified securities. Leases At the inception of a lease, the Company evaluates the lease agreement to determine whether the lease is an operating, capital or build-to-suit lease using the criteria in ASC 840, Leases. Certain lease agreements also require the Company to make additional payments for taxes, insurance, and other operating expenses incurred during the lease period, which are expensed as incurred. Operating Leases For operating leases, the Company recognizes rent expense on a straight-line basis over the lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred liability. Where lease agreements contain rent escalation clauses, rent abatements and/or concessions, such as rent holidays, the Company applies them on a straight-line basis over the lease term. Tenant improvement allowances are recorded as a deferred rent liability and are amortized over the term of the lease as a reduction to rent expense. Build-to-Suit Leases In certain lease arrangements, the Company is involved in the construction of the building. To the extent the Company is involved with the structural improvements of the construction project or takes construction risk prior to the commencement of a lease, ASC 840-40, Leases – Sale-Leaseback Transactions (Subsection 05-5), requires the Company to be considered the owner for accounting purposes of these types of projects during the construction period. Therefore, the Company records an asset in Property and equipment, net on the Consolidated Balance Sheets, including capitalized interest costs, for the replacement cost of the pre-existing building plus the amount of estimated construction costs and tenant improvements incurred by the landlord and the Company as of the balance sheet date. The Company records a corresponding build-to-suit lease obligation on its Consolidated Balance Sheets representing the amounts paid by the lessor. Once construction is completed, the Company considers the requirements for sale-leaseback accounting treatment, including evaluating whether all risks of ownership have been transferred back to the landlord, as evidenced by a lack of continuing involvement in the leased property. If the arrangement does not qualify for sale-leaseback accounting treatment, the building asset remains on the Company’s Consolidated Balance Sheets at its historical cost, and such asset is depreciated over its estimated useful life. The Company bifurcates its lease payments into a portion allocated to the building and a portion allocated to the parcel of land on which the building has been built. The portion of the lease payments allocated to the land is treated for accounting purposes as operating lease payments, and therefore is recorded as rent expense in the Consolidated Statements of Operations and Comprehensive Loss. The interest rate used for the build-to-suit lease obligation represents the Company’s estimated incremental borrowing rate at inception of the lease. The initial recording of these assets and liabilities is classified as non-cash investing activity, for purposes of the Consolidated Statements of Cash Flows. Concentration of Credit Risk The Company maintains cash balances at one financial institution. Funds are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250 thousand. The Company maintains cash balances in excess of amounts insured by the FDIC and concentrated within a limited number of financial institutions. The Company has not experienced any losses related to these balances, and management believes its risk to be minimal. See Note 13 for the Company’s concentrations of revenue and billed accounts receivable by customer. Costs Associated with Exit Activities We account for employee termination benefits that represent a one-time benefit in accordance with FASB ASC 420, Exit or Disposal Cost Obligations (Topic 420). We record such costs into expense over the employee’s future service period, if any. Other costs associated with exit activities may include contract termination costs, impairments of long-lived assets, and consulting fees, if applicable. These costs are expensed in accordance with FASB ASC Topic 420 and FASB ASC Topic 360, Property, Plant, and Equipment and are included in Restructuring charges in the Consolidated Statements of Operations and Comprehensive Loss. Stock-Based Compensation The Company’s stock-based compensation for employees and non-employees is accounted for in accordance with the provisions issued by the Accounting Standard Codification principles for stock compensation and share-based arrangements. Under the fair value recognition provisions of this statement, stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as an expense ratably over the requisite service period of the award, taking into consideration actual forfeitures. Determining the appropriate fair value and calculating the fair value of stock-based awards requires judgment, including estimating stock price volatility, risk free interest rates, expected dividends, and expected life. The Company estimates the fair value of stock options with a service-based vesting condition and employee stock purchase plan purchases on the date of grant using the Black-Scholes-Merton ("BSM") option-valuation model. The Company estimates the fair value of stock options with a market-based vesting condition on the date of grant using a Monte Carlo simulation model. The grant-date fair value of option awards is based upon the fair value of our common stock as of the date of grant, as well as estimates of the expected term of the awards using the simplified method for service-based vesting awards or the implied term for the market-based awards, expected common stock price volatility over the expected term of the option awards, risk-free interest rates and expected dividend yield. Restricted Stock Units ("RSUs") granted are valued at the market price of our common stock on the date of grant. Contingencies The Company is subject to various litigation and arbitration claims that arise in the ordinary course of business, including but not limited to those related to employee matters. Some of these proceedings involve claims that are subject to substantial uncertainties and unascertainable damages. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has determined that no provision for liability nor disclosure is required related to any claim against the Company when: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial. CARES Act On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security (CARES) Act which, among other things, permits the deferral of the employer’s portion of social security tax payments between March 27, 2020 and December 31, 2020. As of December 31, 2021 and December 31, 2020, respectively, approximately $3.7 million of employer payroll tax payments were deferred with 50% settled in January 2022 and the remaining 50% due by December 31, 2022. Additionally, the CARES Act provides an employee retention credit (“CARES Employee Retention credit”), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through year end. The Company qualifies for the tax credit and adopted a policy to recognize the CARES Employee Retention credit when earned and to offset the credit against the related expenditure. Accordingly, during the fiscal year ended December 31, 2020, the Company recorded $1.3 million related to the CARES Employee Retention credit in the Company’s Consolidated Statement of Operations and Comprehensive Loss. Accounting Pronouncements Adopted In August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , an amendment to the accounting guidance on cloud computing service arrangements that changes the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The update a |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Lodo Therapeutics Corporation On May 16, 2021, the Company completed a nontaxable acquisition of 100% of the equity interests of Lodo Therapeutics Corporation ("Lodo"), a privately-held company which uses its proprietary bacterial metagenomics discovery platform to develop novel therapeutics from nature. The acquisition was accounted for as a business combination. The purchase price for the acquisition was $25.3 million, substantially all of which was non-cash consideration. The non-cash consideration consisted of 774,402 shares of the Company’s common stock. The intangible assets acquired consisted primarily of $29.0 million of goodwill and Lodo’s developed technology of $5.4 million. Goodwill recognized is primarily a measure of the expected synergies from combining the operations of Lodo and the Company’s developed technologies. The Company granted RSUs to certain employees and consultants of Lodo in connection with the acquisition that generally vest in three installments over a period of up to two years, subject to their continued service with the Company. The following table represents the allocation of the purchase consideration, including the non-cash consideration, based on fair value (in thousands): Cash and cash equivalents $ 1,778 Other current assets 464 Property, plant and equipment 948 Other non-current assets 305 Developed technology 5,400 Customer relationship intangible asset 420 Total identifiable assets acquired $ 9,315 Accounts payable and accrued expenses $ 4,683 Other liabilities 8,353 Deferred tax liability 11 Total liabilities assumed $ 13,047 Net identifiable assets acquired $ (3,732) Goodwill 29,041 Net assets acquired $ 25,309 The Company's purchase price allocation for the acquisition is preliminary and subject to revision as additional information about the fair value of the assets and liabilities becomes available. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. Primary areas that are not yet finalized are related to acquired intangible assets including goodwill. Additional information that existed as of the closing date but not known at the time of this filing may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the closing date. The Company adopted ASU 2021-08 in the fourth quarter of 2021, with a retrospective application to the beginning of 2021. Adoption of this guidance, as applied to the acquisition of Lodo Therapeutics Corporation on May 16, 2021, resulted in the recognition of approximately $6.9 million in additional deferred revenue in its Consolidated Balance Sheets, with a corresponding increase in Goodwill as of the acquisition date (Note 2). As a result of the business combination the Company incurred $0.9 million of acquisition related costs for its benefit which are not accounted for as part of consideration transferred. Acquisition related costs related primarily to legal services, accounting, tax, valuation, and due diligence and are recognized in General and administrative expenses on the Consolidated Statements of Operations and Comprehensive Loss. Pro forma results of operations will not be presented because the effects of this acquisition were not material to the Company’s Consolidated Financial Statements. enEvolv, Inc. On March 10, 2020, the Company completed a nontaxable acquisition of 100% of the equity of enEvolv, Inc., which has developed an enzyme and strain development platform that is built on diverse strain libraries and ultra-high throughput screening that utilizes molecular sensor systems. The acquisition was accounted for as a business combination. The purchase price for the acquisition was $10.7 million, of which $10.6 million was non-cash consideration. The non-cash consideration primarily consisted of 1,082,747 shares of the Company’s common stock. The intangible assets acquired consisted primarily of $7.9 million of goodwill and enEvolv’s developed technology of $2.6 million. Goodwill recognized is primarily a measure of the expected synergies from combining the operations of enEvolv and the Company’s developed technologies. The following table represents the allocation of the purchase consideration, including the non-cash consideration, based on fair value (in thousands): Cash and cash equivalents $ 141 Accounts receivable 589 Other current assets 195 Property, plant and equipment 292 Other non-current assets 150 Developed technology 2,600 Customer relationship intangible asset 600 Total identifiable assets acquired $ 4,567 Accounts payable and accrued expenses $ 1,021 Other current liabilities 653 Deferred tax liability 107 Total liabilities assumed $ 1,781 Net identifiable assets acquired $ 2,786 Goodwill 7,871 Net assets acquired $ 10,657 As a result of the business combination the Company incurred $0.4 million of acquisition related costs for its benefit and were not accounted for as part of consideration transferred. Acquisition related costs related primarily to legal services, accounting, tax, valuation, due diligence, and escrow fees and are recognized in General and administrative expenses on the Consolidated Statements of Operations and Comprehensive Loss. Prior to the close of the transaction, the Company and enEvolv were unrelated parties that entered into a Research Agreement, whereby enEvolv provided services to the Company. As of the transaction date, the Company had $0.2 million prepaid services which were effectively settled through the business combination. Pro forma results of operations have not been presented because the effects of this acquisition were not material to the Company's Consolidated Financial Statements. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In August 2021, the Company released a business update regarding its commercial product pipeline and financial forecast. Since that business update the Company conducted an assessment of its target markets and the fit of the products in its pipeline to those markets (the "Portfolio Review") and developed a plan to reduce its costs. In September 2021, the Company's management implemented a reduction in force that represented a preliminary phase of the Company’s plan to reduce its costs (the “2021 Restructuring”). In October 2021, the Company executed a second and final reduction in force under the 2021 Restructuring. In connection with the Portfolio Review and the 2021 Restructuring, the Company has determined to focus on a smaller number of programs that it believes capitalize on its capabilities and provide clear commercial opportunities. The 2021 Restructuring was substantially complete as of December 31, 2021. The Company expects to incur additional restructuring costs which are currently estimable of approximately approximately $0.5 million in 2022. However, certain activities, such as lease restructuring, will extend into the first half of 2022. The Company expects the 2021 Restructuring to result in total pre-tax charges of approximately $29.3 million and approximately $17.4 million of these charges are estimated to result in cash outlays, of which the Company has made payments of $14.6 million through December 31, 2021. The Company has recorded costs of $28.8 million from the inception of the initiative through December 31, 2021. The following table provides a summary of our costs incurred from the inception of the initiative through December 31, 2021, and cost estimates associated with the 2021 Restructuring, by major type of cost (in thousands): Total amount incurred since inception through December 31, 2021 Total estimated amount expected to be incurred Restructuring charges: Termination benefits $ 8,653 $ 8,653 Impairment of long-lived assets (Note 7) 11,815 11,815 Contract terminations 3,749 4,200 Other (1) 4,591 4,591 Total $ 28,808 $ 29,259 —–—–—–—–—–—– (1) Comprised of other costs directly related to the 2021 Restructuring, including consulting fees in relation to portfolio review, realignment of organizational resources to strategic priorities and organization redesign in order to achieve reduced operating costs. The following table provides a reconciliation of the beginning and ending balances for the restructuring liabilities, which are reported as a component of Accrued and other liabilities in the accompanying Consolidated Balance Sheets (in thousands): Termination Benefits Contract Terminations Other Total Balance at January 1, 2021 $ — $ — $ — $ — Charges 8,530 3,758 4,573 16,861 Adjustments 123 (9) 18 132 Cash Payments (7,705) (2,299) (4,591) (14,595) Balance at December 31, 2021 $ 948 $ 1,450 $ — $ 2,398 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes goodwill (in thousands): December 31, December 31, Goodwill $ 40,645 $ 11,604 The $29.0 million increase in goodwill from December 31, 2020 to December 31, 2021 is due to the acquisition of Lodo on May 16, 2021 (Note 3). The following table summarizes the net book value of the finite-lived intangible assets (in thousands): Cost Accumulated Intangible Assets, Net December 31, December 31, December 31, December 31, December 31, December 31, Developed technology $ 12,300 $ 6,900 $ (4,110) $ (2,460) $ 8,190 $ 4,440 Customer relationships 1,400 980 (1,061) (630) 339 350 Net carrying value $ 13,700 $ 7,880 $ (5,171) $ (3,090) $ 8,529 $ 4,790 As a result of the acquisition of Lodo, the Company acquired intangible assets consisting of $5.4 million in developed technology and $0.4 million in customer relationships, which are amortized over an estimated useful life of six Future amortization of intangible assets is as follows (in thousands): 2022 $ 2,248 2023 2,067 2024 1,271 2025 1,271 2026 1,271 Thereafter 401 $ 8,529 |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements of Financial Instruments | Fair Value Measurements of Financial Instruments GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. GAAP permits an entity to choose to measure many financial instruments and certain other items at fair value and contains financial statement presentation and disclosure requirements for assets and liabilities for which the fair value option is elected. The hierarchy of fair value valuation techniques under GAAP provides for three levels: Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities under GAAP’s fair value measurement requirements are as follows: Level 1 – Fair value of the asset or liability is determined using unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Fair value of the asset or liability is determined using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 – Fair value of the asset or liability is determined using unobservable inputs that are significant to the fair value measurement and reflect management’s own assumptions regarding the applicable asset or liability. There were no transfers between the levels during the periods presented. As of December 31, 2021 and December 31, 2020, respectively, the Company’s financial assets and financial liabilities measured at fair value on a recurring basis were classified within the fair value hierarchy as follows (in thousands): Level 1 Level 2 Level 3 Balance as of December 31, 2021 Financial Assets Cash equivalents $ 1,667 $ — $ — $ 1,667 Total financial assets $ 1,667 $ — $ — $ 1,667 Level 1 Level 2 Level 3 Balance as of December 31, 2020 Financial Assets Cash equivalents $ 205,873 $ — $ — $ 205,873 Total financial assets $ 205,873 $ — $ — $ 205,873 Financial Liabilities Warrant derivative liability $ — $ — $ 14,231 $ 14,231 Total financial liabilities $ — $ — $ 14,231 $ 14,231 Financial instruments consist principally of cash equivalents, accounts receivables, accounts payable, accrued liabilities, debt, and warrant derivative liability. The following table provides a reconciliation of the beginning and ending balances for the warrant derivative liability measured at fair value using significant unobservable inputs (Level 3) (in thousands): Balance at January 1, 2021 $ 14,231 Change in fair value (1,849) Fair value of warrants exercised (12,382) Balance at December 31, 2021 $ — The warrant derivative liability represented the fair value of the warrants issued in conjunction with the term loan agreement entered into in 2019. In April 2021 all warrants were exercised effective with the Company's IPO. No warrants were outstanding at December 31, 2021 (Note 8). The following methods and assumptions were used by the Company in estimating the fair value of financial instruments: Accounts receivable, accounts payable, and accrued liabilities: The amounts reported in the accompanying balance sheets approximate fair value due to the short maturity of these instruments. Debt : The gross amounts reported approximate fair value due to the debt being a variable interest rate debt and its relatively short-term maturity. Warrant derivative liability: In April 2021 all warrants were exercised effective with the Company's IPO. At exercise, the warrants were remeasured to intrinsic value, with the resulting change in fair value recognized in Other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss. Prior to the exercise of the warrants, the Company estimated the fair value of outstanding warrants using a weighted average between the value derived from a BSM option model for a fully diluted scenario and the price of the warrant by applying the probability-weighted expected return method. The BSM model's inputs reflect assumptions that a market participant would use in pricing the instrument in a current period transaction and included the following as of December 31, 2020: December 31, Value per Series C Preferred share (fully-diluted) $ 35.46 Exercise price $ 16.98 Expected volatility 77.0 % Risk-free rate 0.79 % Time to liquidity (years) 8.97 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and equipment consist of the following (in thousands): December 31, December 31, Machinery and equipment $ 74,548 $ 54,999 Leasehold improvements 31,488 24,192 Furniture and office equipment 3,189 2,743 Computers and software 2,764 2,677 111,989 84,611 Less accumulated depreciation and amortization (78,132) (47,977) 33,857 36,634 Construction in progress 19,942 12,084 Total property and equipment, net $ 53,799 $ 48,718 Depreciation and amortization expense was $18.6 million, $17.4 million, and $14.3 million for the years ended December 31, 2021, 2020, and 2019, respectively. As a result of the 2021 Restructuring (Note 4), the Company determined it would not recover the carrying value of certain machinery and equipment that was solely used in the production of Hyaline. In determining the impairment charge the Company assessed the fair value of the machinery and equipment based on prices for similar assets and expected future cash flows. As a result, machinery and equipment with a carrying amount of $11.8 million was impaired and written down to a fair value of zero during the year ended December 31, 2021. Accrued and other current liabilities consist of the following (in thousands): December 31, December 31, Accrued compensation and compensation-related costs $ 6,027 $ 15,211 Other accrued operating expenses 7,045 9,616 Accrued restructuring costs 2,398 — Accrued legal service fees 1,940 1,105 Accrued interest — 842 Accrued tax liabilities 86 114 Accrued and other current liabilities $ 17,496 $ 26,888 |
Term Loans
Term Loans | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Term Loans | Term Loans In December 2019, the Company entered into and in February 2021, the Company amended and restated a credit and guaranty agreement in relation to the Company's senior secured delayed draw term loan facility, with Perceptive Credit Holdings II, LP and PCOF EQ AIV II, LP (the “Perceptive Credit Agreement”), in an aggregate principal amount of $100.0 million. On closing on December 19, 2019, the Company received $85.0 million which was available on the closing date, net of fees and repayment of the previous term loan. The Company paid a closing fee of $1.5 million and other closing costs totaling $1.3 million. The issuance costs are amortized using the effective interest rate method over the term of the loan. The availability of the additional principal amount of $15.0 million expired unused on September 30, 2021. The loan carries a variable interest rate which is the sum of 9.25% plus the greater of the one month LIBOR and 2.25%. In case the LIBOR is no longer available, the parties will enter into an amendment to define the new rate and in the meantime would be replaced by the Wall Street Journal Prime Rate. The Company's Perceptive Credit Agreement provides that a material adverse change constitutes an event of default. In the event the material adverse change clause is invoked, the outstanding principal, interest, including any applicable default interest and any prepayment premium will become payable on demand of the lender. On October 20, 2021, the lender and the Company entered into Amendment No. 1, Waiver and Consent to the Perceptive Credit Agreement (the "Amendment"). Pursuant to the terms of the Amendment: • upon execution, the Company paid $41.0 million, which included $35.0 million in principal and $6.0 million of accrued interest and the applicable prepayment premium. Additionally, the Company placed $63.0 million into an account at the sole control of the lender that represents the remaining obligations under the credit agreement, including any further prepayment premium, which was released in November 2021 upon the lender's approval of the Company's planned cash usage through final maturity; • modified the final maturity to be June 30, 2022; and • eliminated the minimum revenue covenant and increased the minimum liquidity covenant. The Amendment was accounted for as a debt modification under FASB ASC 470-50. The Company was in compliance with all covenants of the Perceptive Credit Agreement as of December 31, 2021. The amounts outstanding as of December 31, 2020 were classified as current due to the substantial doubt about the Company's ability to continue operating as a going concern as of the date of issuance of the Company's audited annual financial statements, and the potential impact of the material adverse change clause. Debt consists of the following (in thousands): December 31, December 31, Senior secured delayed draw term loan facility bearing interest equal to 11.5% as of December 31, 2021 and December 31, 2020 $ 50,000 $ 85,000 Unamortized discount and offering costs (8,310) (5,669) Accrued end-of-term payment 2,263 — Senior secured delayed draw term loan facility, net 43,953 79,331 Less current portion 43,953 79,331 Long-term debt, net $ — $ — Interest expense on the Company’s term loan consisted of the following (in thousands): Year ended 2021 2020 2019 Coupon interest $ 9,083 $ 9,938 $ 1,889 Amortization of debt discount and offering costs 3,359 1,022 271 Accretion of end-of-term payment 2,263 — 783 Total interest expense on term loan $ 14,705 $ 10,960 $ 2,943 Warrants Related to Prior Loan Agreement In November 2014, the Company entered into a loan and security agreement for a term note which was subsequently amended and extinguished. In connection with the loan and security agreement and its amendments, the Company issued warrants to purchase the Company's common stock. On April 28, 2021, all warrants to purchase the Company's common stock, issued in connection with the Company's prior loan agreement, were exercised at the option of the holder. An aggregate of 226,880 shares were issued in connection with the cashless exercise. As of December 31, 2021, no common stock warrants were outstanding. Warrants Related to Current Loan Facility |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Preferred Stock | Preferred Stock As of December 31, 2020, the Company's convertible preferred stock consisted of the following: Authorized and Designated Outstanding Liquidation Preference (per share) Liquidation Preference (in thousands) Series A redeemable convertible preferred stock 21,998,250 7,332,750 $ 4.9893 $ 36,585 Series A-1 redeemable convertible preferred stock 26,158,833 8,719,611 $ 0.7599 6,626 Series B redeemable convertible preferred stock 42,244,588 14,081,522 $ 10.1091 142,352 Series C redeemable convertible preferred stock 76,750,881 24,700,286 $ 16.9836 419,500 Series D redeemable convertible preferred stock 47,028,472 13,259,111 $ 22.3269 296,035 214,181,024 68,093,280 $ 901,098 On April 26, 2021, immediately prior to the closing of the IPO, all outstanding shares of convertible preferred stock converted into 68,115,459 shares of common stock. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock | Common Stock Equity Incentive Plans In April 2021, the 2021 Incentive Award Plan (the "2021 Plan") became effective. The 2021 Plan serves as a successor to the 2014 Stock Plan (the "2014 Plan"). The 2021 Plan permits the award of stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards, cash awards and stock bonuses. The Company reserved an initial 10,770,034 shares of common stock for issuance under the 2021 Plan, which includes the remaining reserved and unissued shares under the 2014 plan on the effective date of the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each calendar year continuing through the tenth calendar year during the term of the 2021 Plan by the number of shares equal to 5.0% of the total outstanding shares of the Company's common stock as of the immediately preceding December 31 or such lesser number as determined by the Board of Directors. Awards granted under the 2021 Plan expire no later than ten years from the date of grant. For incentive stock options and non-statutory stock options, the option price shall not be less than 100% of the fair market value on the day of grant. If at the time the Company grants an option and the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all the Company's classes of stock, the option price is required to be at least 110% of the fair market value on the day of grant. Options and RSUs granted typically vest over a four-year period but may be granted with different vesting terms. As of December 31, 2021, there were 5,962,468 shares available for the Company to grant under the 2021 Plan. In July 2014, the Company adopted the 2014 Plan for employees and non-employees pursuant to which the Board of Directors granted share-based awards, including stock options, to officers, employees, and non-employees. As of the effective date of the 2021 Plan, no further awards are issued from the 2014 Plan. Stock Options with Service-based Vesting Conditions The following table summarizes option activity under the 2021 Plan and the 2014 Plan: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding - December 31, 2020 5,498,490 $6.65 7.75 $79,756 Options granted 5,209,926 $18.65 Options exercised (1,483,560) $4.50 Options cancelled (1,668,890) $19.27 Outstanding - December 31, 2021 7,555,966 $12.55 8.15 $3,668 Unvested - December 31, 2021 4,861,059 $15.76 9.32 $5 Exercisable - December 31, 2021 2,694,907 $6.76 6.05 $3,663 The weighted average grant-date fair value of options granted was $11.82 per share, $5.27 per share, and $3.96 per share during the years ended December 31, 2021, 2020, and 2019, respectively. The aggregate intrinsic value of stock option awards exercised, determined at the date of option exercise, was $29.0 million, $3.5 million, and $2.1 million during the years ended December 31, 2021, 2020, and 2019, respectively. The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying stock option awards and the estimated fair value of the Company’s common stock on the date of exercise. Stock-based compensation expense for stock options is estimated at the grant date based on the fair-value using the Black-Scholes option pricing model. The fair value of employee stock options is recognized as an expense ratably over the requisite service period of the awards. The fair value of employee stock options was estimated using the following assumptions: Year ended 2021 2020 2019 Expected dividend yield — % — % — % Risk-free interest rate 0.77% - 1.33% 0.38% - 1.41% 1.50% - 2.50% Expected term (in years) 5.56 - 6.08 6.08 6.08 Expected volatility 70.09% - 74.67% 50.40% - 73.10% 49.50% - 50.90% Expected Dividend Yield – The Company has never paid dividends and does not expect to pay dividends. Risk-Free Interest Rate – The risk-free interest rate was based on the market yield currently available on United States Treasury securities with maturities approximately equal to the options’ expected terms. Expected Term – Expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Therefore, the expected term of options granted is based on the “simplified method” of expected life, described in U.S. Securities and Exchange Commission’s Staff Accounting Bulletin 107, whose acceptance was extended in Staff Accounting Bulletin 110 (based on the mid-point between the vesting date and the end of the contractual term). Expected Volatility – The expected stock price volatility for the Company’s common stock was estimated by taking the historic stock price volatility for industry peers based on their price observations over a period equivalent to the expected term of the stock option grants. Each of the inputs discussed above is subjective and generally requires significant management judgment. As of December 31, 2021 the Company has employee stock-based compensation expense of $41.0 million related to unvested stock options not yet recognized, which is expected to be recognized over an estimated weighted average period of approximately 2.82 years. Stock Options with Market-based Vesting Conditions In April 2021, the Company granted options to purchase 2,099,999 shares of common stock to the Company's three founders, effective as of the closing of the IPO and adoption of the 2021 Plan, with an exercise price of $31.00 per share. The options are divided into five tranches with each tranche vesting, conditioned on the founder remaining a full time employee of the Company, when specific market capitalization and minimum price per share milestones are met, or as measured by total consideration per share in a change in control transaction. The options expire ten years from the grant date; any tranche not earned by the seventh anniversary of the grant date is forfeited. The total grant date fair value of these options was $39.6 million, which will be recognized ratably for each vesting tranche using the accelerated attribution method as the award is subject to graded vesting over the weighted average derived service period of 3.19 years. The target market capitalizations, prices, and vesting tranches are set forth in the table below: Share Price Target Market Capitalization Target Number of Options Granted (in thousands) Tranche 1 $ 75.00 $ 10,000,000 419,998 Tranche 2 $ 105.00 $ 12,500,000 419,998 Tranche 3 $ 135.00 $ 15,000,000 420,001 Tranche 4 $ 165.00 $ 17,500,000 420,001 Tranche 5 $ 180.00 $ 20,000,000 420,001 The fair value of the options was determined at the grant date using a Monte Carlo simulation model with the following assumptions: Expected dividend yield — % Risk-free interest rate 1.57 % Expected term (in years) 10.00 Expected volatility 75.00 % The expected volatility was based on the most recent ten-year period for the Company's peer group. The stock price projection for the Company assumes a zero percent dividend yield. The risk-free interest is based on the yield on U.S. Treasury bonds with a maturity consistent with the ten-year expected term associated with the market condition of the award. On August 2, 2021, Josh Hoffman separated from his position as the Company's Chief Executive Officer and resigned as a member of the Board. Mr. Hoffman and the Company entered into an Employment Separation Letter Agreement, pursuant to which, among other things, all unvested equity awards held by Mr. Hoffman were forfeited as of the separation date. As such, Mr. Hoffman forfeited options to purchase 1,183,333 shares of common stock that were granted to the Company's founders as of the closing of the IPO. Accordingly, all expenses related to Mr. Hoffman's unvested and forfeited options have been reversed. Separately, on October 31, 2021, Jed Dean, the Company’s co-founder, stepped down from the Company. Under the terms of the 2014 Plan and 2021 Plan, as applicable, and Dr. Dean's employment agreement all unvested equity awards held by Dr. Dean at the time of his departure were forfeited. As such, Dr. Dean forfeited options to purchase 458,333 shares of common stock that were granted to the Company's founders. All expense incurred prior to the separation date related to unvested options were reversed as of the separation date. As of December 31, 2021, 458,333 options remain outstanding and unvested. As of December 31, 2021 the Company has $6.7 million of stock based compensation related to these unvested stock options not yet recognized, which is expected to be recognized over an estimated weighted average period of approximately 2.51 years. Restricted Stock Units with Service-based Vesting Conditions The following table summarizes RSU activity (in thousands, except share and per share amounts and term): Shares Weighted Average Non-vested Restricted Stock Units as of December 31, 2020 — $— Granted (1) 2,924,413 $14.01 Vested (53,380) $31.25 Forfeited (395,050) $15.02 Non-vested Restricted Stock Units as of December 31, 2021 2,475,983 $13.47 —–—–—–—–—–—– (1) Includes RSUs granted to employees and consultants as part of the acquisition of Lodo (Note 3) RSUs granted are valued at the market price of our common stock on the date of grant. The Company recognizes compensation expense for the fair value of RSUs ratably over the requisite service period of the awards. The total intrinsic value of RSUs vested was $0.5 million during the year ended December 31, 2021. As of December 31, 2021 there was $30.0 million of total unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted average period of 2.02 years. Non-vested Stock As part of the acquisition of Radiant Genomics, Inc. ("Radiant") on December 29, 2017, the Company issued shares to the founders of Radiant. Half of the shares were subject to vesting based on the continued service of the founders with the Company post-acquisition over a four-year period. The shares are forfeited if the founders of Radiant do not complete the required service period and therefore represent compensation for post combination services. The following table summarizes activity of the non-vested stock with service-based vesting granted as part of the Radiant acquisition (in thousands, except share and per share amounts and term): Shares Weighted Average Weighted Average Aggregate Non-vested stock as of December 31, 2020 67,240 $4.95 1.0 $1,089 Granted — Vested (67,240) $4.95 Forfeited — Non-vested stock as of December 31, 2021 — $— $— The total intrinsic value of non-vested stock that vested and was released was $1.5 million, $0.3 million, and $0.2 million during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 there was no unvested non-vested stock outstanding. Employee Stock Purchase Plan In April 2021, the 2021 Employee Stock Purchase Plan (the "ESPP") was adopted. The ESPP was adopted in order to enable eligible employees to purchase shares of the Company’s common stock at a discount. Purchases will be accomplished through participation in discrete offering periods. The Company initially reserved 2,154,006 shares of common stock for issuance under the ESPP. The number of shares reserved for issuance under the ESPP will increase automatically on January 1 of each calendar year beginning after the first offering date and continuing through the first ten calendar years by the number of shares equal to 1.0% of the total outstanding shares of our common stock as of the immediately preceding December 31 or such lesser number as determined by our Board of Directors. The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower. The offering periods begin in May and November of each year, except the initial offering period which commenced with the IPO in April 2021 and concluded in November 2021. During the year ended December 31, 2021, 148,802 shares were issued under the ESPP for $1.25 million. As of December 31, 2021, there were 2,005,204 shares available for the Company to grant under the ESPP. The fair values of the rights granted under the ESPP were calculated using the following assumptions during the year ended December 31, 2021: Expected dividend yield — % Risk-free interest rate 0.02% - 0.06% Expected term (in years) 0.48 - 0.50 Expected volatility 60.54% - 74.93% Compensation Expense Compensation expense related to stock-based awards was included in the following categories in the accompanying Consolidated Statements of Operations and Comprehensive Loss in accordance with the accounting guidance for share-based payments (in thousands): Year ended 2021 2020 2019 Cost of service revenue $ 2,522 $ 1,179 $ 919 Research and development 9,012 1,343 669 Sales and marketing 1,460 468 904 General and administrative 8,317 1,839 1,520 Total stock-based compensation $ 21,311 $ 4,829 $ 4,012 Compensation expense by stock-based award was as follows (in thousands): Year ended 2021 2020 2019 Stock options with service based vesting conditions $ 11,911 $ 4,496 $ 3,679 Stock options with market based vesting conditions 1,911 — — RSUs with service based vesting conditions 5,065 — — Non-vested stock 333 333 333 ESPP 2,091 — — Total stock-based compensation $ 21,311 $ 4,829 $ 4,012 Non-recourse Loans to Employees On October 5, 2017, the Company entered into promissory notes with two separate employees in the aggregate amount of $3.6 million. The notes bore interest at 3.0% per annum and were due on the earlier of October 18, 2027 or the date two weeks prior to the Company’s good faith estimate of the date of initial filing of a Form S-1 to sell shares of Company common stock in an initial public offering. Interest was payable annually in arrears and could be added to the principal amount at the borrower’s option. Both employees opted to add the interest in the aggregate amount of $0.1 million to be added to the principal for the interest payment due in October 2019 and October 2020, respectively. The outstanding principal and interest payment added to the principal were included in Additional Paid-In Capital on the Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income (loss) before provision for income taxes by U.S. and foreign jurisdictions are as follows (in thousands): Year ended 2021 2020 2019 Domestic $ (361,868) $ (262,433) $ (236,802) Foreign 134 190 7 Income (loss) before income taxes $ (361,734) $ (262,243) $ (236,795) Provision for (Benefit from) Income Taxes The components of the provision for (benefit from) income taxes are as follows (in thousands): Year ended 2021 2020 2019 Current: Federal $ — $ — $ — State 7 4 5 Foreign 55 54 3 Total current income tax expense $ 62 $ 58 $ 8 Deferred: State $ (11) $ (107) Total deferred income tax expense (benefit) $ (11) $ (107) $ — Total income tax expense (benefit) $ 51 $ (49) $ 8 Income tax provision (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21% to pretax loss are as follows (in thousands): Year ended 2021 2020 2019 US federal provision (benefit) at statutory rate $ (75,992) $ (55,111) $ (49,727) State taxes, net of federal benefit (10,597) (6,492) (14,374) Federal and state R&D tax credits (6,584) (6,267) (6,914) Non-deductible expenses and other items 1,960 3,162 1,033 Change in valuation allowance 91,264 64,659 69,990 Total $ 51 $ (49) $ 8 Deferred Tax Assets Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes were as follows (in thousands): December 31, December 31, Deferred tax assets: Federal & state NOL carryforward $ 267,664 $ 185,610 Research & other credits 28,785 22,200 Capitalized R&D 1,791 2,262 Accruals and other 10,071 3,514 Property and equipment 1,484 186 Stock based compensation 2,563 848 Capitalized costs 1,903 — Other 2,151 54 Total deferred tax assets $ 316,412 $ 214,674 Less valuation allowance (314,686) (214,587) Deferred tax assets, net $ 1,726 $ 87 Deferred tax liabilities: Intangibles $ 1,726 $ 87 Total deferred tax liabilities $ 1,726 $ 87 Deferred tax liabilities, net $ — $ — Realization of the Company’s deferred tax assets is dependent upon future earnings, if any. The timing and amount of any such future earnings are uncertain. Because of the Company’s lack of U.S. earnings history, the U.S. deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $100.1 million and $65.4 million during the years ended December 31, 2021 and December 31, 2020, respectively. Net Operating Loss and Tax Credit Carryforwards As of December 31, 2021, the Company had a net operating loss carryforward for federal income tax purposes of approximately $1,042.4 million of which $106.4 million will begin to expire in 2033 and $936.0 million of the federal net operating losses will carryforward indefinitely. As of December 31, 2021, the Company had a total state net operating loss carryforward of approximately $660.7 million, which will begin to expire in 2027. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. As of December 31, 2021, the Company has federal research credits of approximately $34.5 million, which will begin to expire in 2034 and California state research credits of approximately $28.8 million which have no expiration date. These tax credits are subject to the same limitations discussed above. Unrecognized Tax Benefits The Company records unrecognized tax benefits, where appropriate, for all uncertain income tax positions. The Company recorded unrecognized tax benefits for uncertain tax positions of approximately $28.8 million as of December 31, 2021, of which none would impact the effective tax rate if recognized as the benefit would be offset with an increase in the valuation allowance. Any adjustments to the Company’s uncertain tax positions would result in an adjustment of its net operating loss or tax credit carry forwards rather than resulting in a cash outlay. The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes in the Consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2021, 2020, and 2019, respectively, no interest or penalties were required to be recognized relating to unrecognized tax benefits. The Company files income tax returns in the U.S. and various states in the U.S. The Company is subject to examination by U.S. federal and state tax authorities for all years since inception due to the carry forward of unutilized net operating losses and research and development credits. The Company has the following activity relating to unrecognized tax benefits for the years ended December 31 (in thousands): 2021 2020 Beginning balance $ 24,540 $ 17,602 Gross increase - tax position in current period 7,267 6,938 Ending balance $ 31,807 $ 24,540 Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next twelve months. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is determined by dividing net loss by the weighted average shares outstanding for the period. The Company analyzes the potential dilutive effect of stock options, non-vested stock, RSUs, stock issuable under the ESPP, and warrants under the treasury stock method (as applicable), during periods of income, or during periods in which income is recognized related to changes in fair value of its liability-classified securities. The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data) applicable to common stockholders: Year ended 2021 2020 2019 Numerator: Net loss, basic $ (361,785) $ (262,194) $ (236,803) Less: Gain on change in fair value of warrant liabilities 1,849 — — Net loss, diluted $ (363,634) $ (262,194) $ (236,803) Denominator: Weighted average shares used in calculating net loss per share, basic 74,226,964 12,217,889 10,791,734 Effect of dilutive securities: Warrants to purchase Series C convertible preferred stock 78,838 — — Weighted average shares used in calculating net loss per share, diluted 74,305,802 12,217,889 10,791,734 Net loss per share, basic $ (4.87) $ (21.46) $ (21.94) Net loss per share, diluted $ (4.89) $ (21.46) $ (21.94) The following potentially dilutive shares were excluded from the calculation of diluted net loss per share applicable to common stockholders because their effect would have been anti-dilutive for the periods presented: Year ended 2021 2020 2019 Shares issuable under convertible preferred stock — 68,115,459 54,856,348 Warrants to purchase Series C convertible preferred stock — 883,333 883,333 Options to purchase common stock 7,555,966 5,498,490 4,805,884 Restricted stock units 2,475,983 — — Non-vested stock — 67,240 134,480 Warrants to purchase common stock — 242,322 242,322 Total 10,031,949 74,806,844 60,922,367 |
Revenue, Credit Concentrations
Revenue, Credit Concentrations and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Credit Concentrations and Geographic Information | Revenue, Credit Concentrations and Geographic Information Revenues from research and development service agreements The Company has primarily earned revenue by engaging in R&D service contracts. The Company also earns revenue through collaborative arrangements with partners to develop novel materials to be commercialized by the collaborative partner and the Company. The Company’s R&D service contracts generally consist of fixed-fee multi-phase research terms with concurrent value-share and/or performance bonus payments based on developing an improved microbial strain. The research term of the contracts typically spans several quarters and the contract term for revenue recognition purposes is determined based on the customer’s rights to terminate the contract for convenience. Other payment types, typically consisting of performance bonuses or value share payments, are constrained until those payments become probable or are earned. The Company recognized performance bonuses of $0.3 million and $1.2 million for the years ended December 31, 2021 and 2020, respectively. For the year ended December 31, 2019 performance bonuses the Company recognized were insignificant. For the years ended December 31, 2021, 2020, and 2019, respectively, the Company has not recognized any royalty or value share payments. When acceptance clauses are present in an agreement, the Company recognizes the R&D service revenue at a point in time when the R&D services provided have been accepted by the customer and the Company has a present right for payment and no refunds are permitted. The Company recognized revenue at a point in time due to customer acceptance clauses of $2.7 million, $0.6 million, and $5.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. The following table represents changes in the balances of our contract liabilities (in thousands): December 31, 2020 Additions Adjustments Deletions December 31, 2021 Contract liabilities: Deferred revenue $ 3,014 $ 8,513 $ 6,013 $ (9,345) $ 8,195 December 31, 2019 Additions Adjustments Deletions December 31, 2020 Contract liabilities: Deferred revenue $ 1,760 $ 8,138 $ — $ (6,884) $ 3,014 Additions to contract liabilities during the year ended December 31, 2021 include $1.4 million of deferred revenue through the acquisition of Lodo (Note 3), prior to the adoption of ASU 2021-08. Additions to contract liabilities during the year ended December 31, 2020 include $0.6 million of deferred revenue through the acquisition of enEvolv (Note 3). Long-term deferred revenue is included in Other long-term liabilities on the Consolidated Balance Sheets. Adjustments to deferred revenue for the year ended December 31, 2021 are attributable to the adoption of ASU 2021-08, as applied to a customer contract in connection with the acquisition of Lodo (Note 2), and the expected termination of a research and development services agreement. Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price attributable to performance obligations to be completed in future periods consisted of the following (in thousands): Current Noncurrent Total As of December 31, 2021 $ 4,185 $ 4,755 $ 8,940 The Company’s noncurrent remaining performance obligation is expected to be recognized in the next 1.1 to 3.3 years. Credit Concentrations Customers representing 10% or greater of revenue were as follows: Year ended 2021 2020 2019 Customer A 25 % 35 % 14 % Customer B 23 % * — % Customer C 14 % 18 % 16 % Customer D * 10 % — % Customer J * 15 % 19 % —–—–—–—–—–—– * Less than 10% Customers representing 10% or greater of billed accounts receivable were as follows: December 31, December 31, Customer A — % 37 % Customer D — % 23 % Customer E 68 % 23 % Customer G — % 17 % Customer I 29 % — % Geographic Information The Company's revenues by geographic region are presented in the table below (in thousands): Year ended 2021 2020 2019 United States of America $ 6,794 $ 6,103 $ 11,386 Asia 4,803 4,738 3,607 Europe 5,146 2,443 426 Total revenue $ 16,743 $ 13,284 $ 15,419 |
Collaborative Agreement
Collaborative Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Agreement | Collaborative Agreement The Company entered into a Partnership Agreement with Sumitomo Chemical Co. Ltd. on April 9, 2019 (Sumitomo Collaboration). Through the Sumitomo Collaboration, the parties wish to establish a structure and operating model in which the Company’s technology, through bioreachable molecules, is harnessed in innovation for certain materials and applications of strategic interest to Sumitomo Chemical. The scope and specific terms governing the research and development efforts will be set forth in written project plans (Project Plan) for each Zymergen and Sumitomo Development Item. The agreement is effective for 6 years and will automatically extend by additional one year periods, unless either party provides written notice at least 180 days prior to the end of the then-current term. The cooperation between the parties will be exclusive within the applicable field for Sumitomo Development Items and Zymergen Development Items accepted by the Joint Steering Committee. Outside of the field, the parties each have a right of first offer to participate in the development for other uses of the Sumitomo Development Items or the Zymergen Development Items. During the development term, the parties will each be performing research and development activities for their respective Development Items. The Zymergen Development Items are generally inputs into the further processing activities to make the Sumitomo Development Items with the aim of commercializing the Sumitomo Development Item. The direct costs of the research and development projects are shared between the parties with each paying 50% of costs, with settlement of such amounts on a quarterly basis. As of December 31, 2021, the Company has one ongoing Project Plan for the development of specified materials and performed research and development services for that Project Plan. The performance of the Project Plans is overseen by a Joint Steering Committee (JSC). The Company determined that the Sumitomo Collaboration falls within the scope of ASC 808. As mentioned above, both parties share the development cost of their respective Development Items. The Company considers these activities to represent collaborative activities as both parties are active participants and share the risks and rewards of the activities. The Company evaluated the terms of the Sumitomo Collaboration and did not identify any service or other deliverables that would be in the scope of other authoritative guidance such as ASC 606. Sumitomo Chemical’s share of our R&D activities and the development of the Zymergen Development Item are considered to be part of the Company’s ongoing major or central operations and management has determined that the Company is the principal participant to provide R&D services to the Sumitomo Collaboration. The Company analogizes to ASC 606 and recognized revenue in a separate ‘Collaboration revenue’ line on the Consolidated Statements of Operations and Comprehensive Loss. Using the concepts of ASC 606, the Company has identified research and development activities as its only performance obligation. The Company further determined that the transaction price under the arrangement consisted of solely variable consideration which was contingent upon the costs incurred during the respective periods to be invoiced. The Company’s share in Sumitomo Chemical’s R&D activities of the Sumitomo Development Item is recognized as research and development expense. Research and development expenses recognized from the arrangement during the years ended December 31, 2021 and December 31, 2020 amounted to $2.2 million and $1.4 million, respectively. Research and development expenses recognized from the arrangement during the year ended December 31, 2019 were insignificant. The Company recognized collaboration revenue of $4.2 million, $3.5 million, and $2.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Lease Commitments The Company leases certain facilities and recognizes rent expense on a straight-line basis, net of sublease income, over the non-cancellable lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Rent expense under operating leases was $35.2 million, $15.3 million, and $14.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. Total future minimum rental commitments under long-term leases, net of sublease income, with an initial term of more than one year are estimated as follows (in thousands): 2022 $ 26,387 2023 30,450 2024 30,630 2025 29,459 2026 30,350 Thereafter 206,587 $ 353,863 Contingencies The Company is subject to various litigation and arbitration claims that arise in the ordinary course of business, including but not limited to those related to employee matters. Unless otherwise specifically disclosed, we have determined that no provision for liability is required related to any claim against the Company. On August 4, 2021, a putative securities class action was filed on behalf of purchasers of the Company's common stock pursuant to or traceable to the registration statement for its IPO. The action is pending in the United States District Court for the Northern District of California, and is captioned Shankar v. Zymergen Inc. et al. , Case No. 3:21-cv-06028-JCS. The action alleges violations of Sections 11 and 15 of the Securities Act of 1933, as amended, in connection with the Company's IPO, names the Company, certain of our current and former officers and directors, our IPO underwriters, and certain stockholders as defendants and seeks damages in an unspecified amount, attorneys’ fees, and other remedies. The Company intends to defend vigorously against such allegations. On November 9, 2021, a purported shareholder of Zymergen filed a putative derivative lawsuit in the United States District Court for the Northern District of California that is captioned Mellor v. Hoffman, et al. , Case No. 4:21-cv-08723. The complaint names certain of the Company’s current and former officers and directors and the Company as nominal defendants based on allegations substantially similar to those in the securities class action. The complaint purports to assert claims on the Company’s behalf for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste, and contribution under the federal securities laws and seeks corporate reforms, unspecified damages and restitution, and fees and costs. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 1, 2022, Aaron Kimball resigned from his position as Chief Technology Officer of the Company, effective as of April 1, 2022 (the “Separation Date”). In consideration for his continued employment through the Separation Date, as of such date, (i) Mr. Kimball will be entitled to acceleration of 17,708 of his outstanding restricted stock units and (ii) all of his then vested stock options will remain outstanding and exercisable until April 1, 2023. All unvested equity awards held by Mr. Kimball (after giving effect to the foregoing) will be forfeited as of the Separation Date. All expense incurred prior to the Separation Date related to unvested equity awards will be reversed as of the Separation Date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company has reclassified certain prior year amounts to conform with current period presentation. |
Principles of Consolidation | Principles of Consolidation These Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on December 31. References to fiscal 2021, for example, refer to the fiscal year ended December 31, 2021. |
Use of Estimates | Use of Estimates The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates include, but are not limited to, standalone selling price ("SSP") of performance obligations for contracts with multiple performance obligations, estimate of variable consideration from revenue contracts, useful life of property and equipment, fair value of property and equipment of which the carrying value may not be recoverable, allowance for doubtful accounts, net realizable value of inventories, the valuation of intangible assets, and the valuation of common and preferred stock used in the valuation of options to purchase common stock and warrants to purchase common stock or preferred stock, prior to being a publicly traded company. Actual results could differ from those estimates. |
Segment Information | Segment InformationOperating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in deciding resource allocation and assessing performance. The Company’s Acting Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. Consequently, the Company has determined it operates and manages its business in one operating and one reportable segment. Substantially all of the Company’s assets are located in the U.S. |
Foreign Currency | Foreign Currency For the Company and its subsidiaries, the functional currency has been determined to be the U.S. Dollar (USD). Monetary assets and liabilities denominated in foreign currency are remeasured at period-end exchange rates. Non-monetary assets and liabilities denominated in foreign currencies are remeasured at historical rates. Foreign currency transaction gains and losses resulting from remeasurement are recognized in Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted CashThe Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase and all money market funds with a nominally stable value per share to be cash equivalents. Cash equivalents are carried at cost, which approximates their fair value. Restricted cash is generally related to certain lease agreements, in which the Company entered into letters of credit. Cash deposits held by our financial institution as collateral for our letters of credit under these agreements are included in restricted cash on the Consolidated Balance Sheets. This balance is not legally restricted as to their withdrawal but rather serve as a compensating balance arrangement for the aforementioned letters of credit and as such their withdrawal would be a violation of the terms of the letters of credit provided by the financial institution. |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts billed to customers for revenue that has not yet been collected. Accounts receivable are presented net of allowances for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and does not require collateral from them. Receivables considered uncollectible are charged against the allowance account in the year they are deemed uncollectible. Management does not believe that an allowance for doubtful accounts is needed as of December 31, 2021 and 2020 based on review of credit worthiness of the customers and their payment histories. Unbilled receivables represent the revenue for work performed which has not yet been invoiced to the customer and includes the estimates for variable consideration earned. |
Inventories | Inventories Inventories, which consist of various types of lab supplies, are stated at the lower of cost or net realizable value using the weighted average cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. If the Company determines that the cost of inventories exceeds its estimated net realizable value, the Company records a write-down equal to the difference between the cost of inventories and the estimated net realizable value. If the future demand for the Company’s services and products is less favorable than the Company’s forecasts, the value of the inventories may be required to be reduced, which could result in additional expense to the Company and affect its results of operations. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives. Major additions and betterments are charged to property and equipment accounts while maintenance and repairs are charged to operations as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the balance sheet and any resulting gains and losses are included as a component of Total costs and operating expenses in the Statements of Operations in the year of disposal. Interest related to the construction of assets is capitalized when the financial statement effect is material and interest is being incurred. Interest capitalization ends at the earlier of the asset being substantially complete and ready for its intended use or when interest costs are no longer being incurred. Depreciation on property and equipment is recorded using the straight-line method over estimated useful lives as follows: Life (in years) Computers and software 2 to 3 Furniture and office equipment 4 Machinery and equipment 4 to 5 Leasehold improvements Shorter of term of lease or useful life Construction in progress Not applicable |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired, including intangible assets, and liabilities assumed are recorded at their respective fair values as of the acquisition date in our Consolidated Financial Statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. |
Goodwill and Acquired Intangible Assets | Goodwill and Acquired Intangible Assets Goodwill is not amortized, but is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company performs a goodwill impairment test annually in the fourth quarter. The Company has determined that there is a single reporting unit for the purpose of conducting this goodwill impairment assessment. Goodwill impairment is recognized for the amount that the carrying value of the reporting unit, including goodwill, exceeds the reporting unit's fair value. The loss recognized cannot exceed the total amount of goodwill allocated to the reporting unit. For the years ended December 31, 2021, 2020, and 2019, respectively, no impairment losses were recorded. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Deferred Offering Cost | Deferred Offering CostThe Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process financings as deferred offering costs, until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction to the carrying value of the preferred stock or in stockholder's deficit as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to Operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. |
Revenue Recognition | Revenue Recognition Revenues from research and development service agreements The Company primarily earns revenue by engaging in R&D service contracts to help its customers improve the economics of their bio-based products and through collaborative arrangements with partners to develop novel materials to be commercialized by the collaborative partner and the Company. The Company’s R&D service contracts generally consist of either fixed-fee multi-phase research terms with concurrent value-share and/or performance bonus payments based on developing an improved microbial strain, or milestone and royalty based payments with an upfront non-refundable fixed-fee. Each customer may have specific requirements for end-of-phase or milestone acceptance. The Company accounts for R&D service contracts when it has approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. R&D service contracts with customers are generally in the written form of an agreement or a binding term sheet, which outline the services the Company will perform to its customers, the intellectual property rights (“IP”) resulting from the Company's services, other terms and conditions and the agreed upon price. The Company assesses collectability based on a number of factors, including past transaction history with the same customer and creditworthiness based on qualitative and quantitative public information. The Company does not offer concessions or other discounts that would impact the assessment. The research term of the contracts typically spans several quarters and the contract term for revenue recognition purposes is determined based on the customer’s rights to terminate the contract for convenience. In R&D service agreements, the customer contracts for best effort services to be delivered generally over one to four phases, where the Company through the services performed creates the IP which will be licensed back to the customer through the delivery of an improved microbial strain or natural product. Due to the substantial modification of the IP through the R&D services and the mutual interdependence between the two, most R&D service agreements result in the identification of single combined performance obligation that is comprised of distinct R&D activities that move the R&D forward in order to meet the agreement’s commercial objective. A majority of the contracts have short term phases that result in a “go” or “no go” decision for continuation to the next phase. That decision is based on the results of the R&D from that respective phase. The Company evaluates whether the services delivered are subject to the series guidance. If applicable, progress is measured based on passage of time fulfilling the obligation to deliver the services through a series of similar daily activities throughout each phase. The transaction price includes fixed-fee payments only for the phase in which the Company is operating. Other payment types, typically consisting of performance bonuses, milestone payments or value share payments, are constrained until those payments become probable or are earned, using estimates discussed below. For contracts with acceptance clauses, the Company evaluates the constraint on variable consideration and do not recognize revenue for any efforts expended during the contract term until the related uncertainty of customer's evaluation is resolved, which generally is when acceptance is received from the customer. The total transaction price is reassessed at each reporting period to determine if additional payments should be included in the transaction price. Performance bonuses, milestone payments and value share payments are the most common type of variable consideration. Performance bonuses are paid when an improved microbial strain reaches a predefined performance level and can be a fixed amount, or a range of payments dependent on the level of improvement in the strain. The Company recognizes performance bonuses either using the most likely amount or the expected value method depending on the structure of the performance bonus. The Company includes the performance bonus payment in the transaction price once it is probable that the performance level will be achieved. Most often, the Company does not consider the performance bonus payments probable until the customer confirms the performance level of the microbe. This determination is usually based on customer specific measurement. Milestones payments are generally paid upon the achievement of a contract-specific objectives. As these contract-specific objectives generally require customer acceptance, the Company does not consider the milestone payments probable until such acceptance is received. Value share payments are evaluated whether they meet the definition of a royalty payment. The Company recognizes royalty revenue at the later of (a) when the related sales occur, or (b) when the performance to which some or all of the royalty has been allocated has been satisfied. If the value share payment does not meet the definition of a royalty payment, it is included in the transaction price when it becomes probable and is estimated using the expected value method. Customers transfer licenses to the Company for use to perform the R&D services. As these licenses are limited in use for the research project, the Company does not deem them to be noncash consideration which would need to be measured at fair value and included in the transaction price. The Company has not adjusted the transaction price for significant financing components since the time period between the transfer of services and payment is less than one year. Most R&D service agreements include a single combined performance obligation; therefore, fixed fees are allocated to the single identified performance obligation. If the series guidance is applicable, the Company allocates variable consideration to the distinct service period that forms part of the single performance obligation identified, which is generally the corresponding time period in which the R&D Services for such modified strain were completed. If a performance obligation does not consist of distinct services but is delivered over a distinct service period, the Company will include in its transaction price the variable consideration when constraint no longer exists. The Company recognizes revenue over time or at a point in time. Substantially all of the Company's revenue related to current research and development performance obligations is recognized over time, because control transfers continuously to our customers. In most R&D service agreements the customer simultaneously receives and consumes the benefits provided by the Company’s performance and the Company receives payment from the customer quarterly. The performance of the services enhances the value of the IP and advances its development as the work is being performed. Licensing obligations require the Company to convey the results of the work to the customer as the work is being performed. The Company recognizes revenue related to these services based on the progress toward complete satisfaction of the performance obligation and measures this progress under an input method, which generally is recognized over time using time elapsed as the Company’s level of work is reasonably consistent over the determined contract term and the value of the output can vary based on the ultimate success of the R&D efforts regardless of the amount of effort towards satisfaction of the obligation the Company expended. When acceptance clauses are present in an agreement, the Company recognizes the R&D service revenue at a point in time when the R&D services provided have been accepted by the customer and the Company has a present right for payment and no refunds are permitted. The Company is often entitled to bill its customers and receive payment in advance of its obligation to provide services. In these instances, the Company includes the amounts in deferred revenue on the Consolidated Balance Sheets. |
Collaboration Agreements | Collaboration Agreements The Company has certain partnership agreements that are within the scope of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 808, Collaborative Arrangements, which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transactions under the collaborative arrangements is determined based on the nature of contractual terms of the arrangement, along with the nature of the operations of the participants. Our collaborative agreements generally include provision of research and development services by the Company. Amounts received for those services are classified as collaboration revenue in the Consolidated Statements of Operations and Comprehensive Loss as those services are being rendered because those services are considered to be part of the Company’s ongoing major operations. |
Cost of Service Revenue | Cost of Service Revenue Research and development expenses related to the Company’s research and development agreements represent costs incurred by the Company to service its contract research efforts. Costs include both internal and third party fixed and variable costs including materials and supplies, labor, facilities, and other overhead costs. |
Research and Development Expenses | Research and Development Expenses Uncertainties inherent in the research and development of customer products preclude the Company from capitalizing such costs. Research and development expenses include salaries and related costs of research and development personnel, including stock-based compensation expense, and the cost of consultants, materials and supplies associated with research and development projects as well as various laboratory studies. Indirect research and development costs include depreciation, amortization, and other indirect overhead expenses. |
Income Taxes | Income Taxes We account for income taxes under the assets and liability method; under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. Deferred income tax assets are reduced, as necessary, by a valuation allowance when we determine it is more likely than not that some or all of the tax benefits will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. We utilize a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Although the Company believes that it has adequately reserved for its uncertain tax positions (including net interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on its financial position, results of operations, and cash flows. |
Comprehensive Loss | Comprehensive Loss U.S. GAAP establishes standards for the reporting and disclosure of comprehensive loss and its components in the accompanying financial statements. For the years ended December 31, 2021, 2020, and 2019, respectively, the Company had no items of comprehensive loss and, therefore, has not included a separate statement of comprehensive loss in the accompanying financial statements. |
Net Loss per Share | Net Loss per Share Basic net income or loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic earnings per share is calculated as income (loss) available to common stockholders, divided by the weighted average number of common shares outstanding during the period. If the effect is dilutive, participating securities are included in the computation of basic earnings per share. The Company considered all series of its convertible preferred stock to be participating securities as they were entitled to receive noncumulative dividends prior and in preference to any dividends on shares of common stock. Due to the Company’s net losses, there was no impact on the loss per share calculation in applying the two-class method since the participating securities had no legal obligation to share in any losses. The Company analyzes the potential dilutive effect of stock options, non-vested stock, RSUs, stock issuable under the ESPP, and warrants under the treasury stock method (as applicable), during periods of income, or during periods in which income is recognized related to changes in fair value of its liability-classified securities. |
Leases | Leases At the inception of a lease, the Company evaluates the lease agreement to determine whether the lease is an operating, capital or build-to-suit lease using the criteria in ASC 840, Leases. Certain lease agreements also require the Company to make additional payments for taxes, insurance, and other operating expenses incurred during the lease period, which are expensed as incurred. Operating Leases For operating leases, the Company recognizes rent expense on a straight-line basis over the lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred liability. Where lease agreements contain rent escalation clauses, rent abatements and/or concessions, such as rent holidays, the Company applies them on a straight-line basis over the lease term. Tenant improvement allowances are recorded as a deferred rent liability and are amortized over the term of the lease as a reduction to rent expense. Build-to-Suit Leases In certain lease arrangements, the Company is involved in the construction of the building. To the extent the Company is involved with the structural improvements of the construction project or takes construction risk prior to the commencement of a lease, ASC 840-40, Leases – Sale-Leaseback Transactions (Subsection 05-5), requires the Company to be considered the owner for accounting purposes of these types of projects during the construction period. Therefore, the Company records an asset in Property and equipment, net on the Consolidated Balance Sheets, including capitalized interest costs, for the replacement cost of the pre-existing building plus the amount of estimated construction costs and tenant improvements incurred by the landlord and the Company as of the balance sheet date. The Company records a corresponding build-to-suit lease obligation on its Consolidated Balance Sheets representing the amounts paid by the lessor. Once construction is completed, the Company considers the requirements for sale-leaseback accounting treatment, including evaluating whether all risks of ownership have been transferred back to the landlord, as evidenced by a lack of continuing involvement in the leased property. If the arrangement does not qualify for sale-leaseback accounting treatment, the building asset remains on the Company’s Consolidated Balance Sheets at its historical cost, and such asset is depreciated over its estimated useful life. The Company bifurcates its lease payments into a portion allocated to the building and a portion allocated to the parcel of land on which the building has been built. The portion of the lease payments allocated to the land is treated for accounting purposes as operating lease payments, and therefore is recorded as rent expense in the Consolidated Statements of Operations and Comprehensive Loss. The interest rate used for the build-to-suit lease obligation represents the Company’s estimated incremental borrowing rate at inception of the lease. The initial recording of these assets and liabilities is classified as non-cash investing activity, for purposes of the Consolidated Statements of Cash Flows. |
Concentration of Credit Risk | Concentration of Credit RiskThe Company maintains cash balances at one financial institution. Funds are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250 thousand. The Company maintains cash balances in excess of amounts insured by the FDIC and concentrated within a limited number of financial institutions. The Company has not experienced any losses related to these balances, and management believes its risk to be minimal. |
Costs Associated with Exit Activities | Costs Associated with Exit Activities We account for employee termination benefits that represent a one-time benefit in accordance with FASB ASC 420, Exit or Disposal Cost Obligations (Topic 420). We record such costs into expense over the employee’s future service period, if any. Other costs associated with exit activities may include contract termination costs, impairments of long-lived assets, and consulting fees, if applicable. These costs are expensed in accordance with FASB ASC Topic 420 and FASB ASC Topic 360, Property, Plant, and Equipment and are included in Restructuring charges in the Consolidated Statements of Operations and Comprehensive Loss. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation for employees and non-employees is accounted for in accordance with the provisions issued by the Accounting Standard Codification principles for stock compensation and share-based arrangements. Under the fair value recognition provisions of this statement, stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as an expense ratably over the requisite service period of the award, taking into consideration actual forfeitures. Determining the appropriate fair value and calculating the fair value of stock-based awards requires judgment, including estimating stock price volatility, risk free interest rates, expected dividends, and expected life. The Company estimates the fair value of stock options with a service-based vesting condition and employee stock purchase plan purchases on the date of grant using the Black-Scholes-Merton ("BSM") option-valuation model. The Company estimates the fair value of stock options with a market-based vesting condition on the date of grant using a Monte Carlo simulation model. The grant-date fair value of option awards is based upon the fair value of our common stock as of the date of grant, as well as estimates of the expected term of the awards using the simplified method for service-based vesting awards or the implied term for the market-based awards, expected common stock price volatility over the expected term of the option awards, risk-free interest rates and expected dividend yield. Restricted Stock Units ("RSUs") granted are valued at the market price of our common stock on the date of grant. |
Contingencies | Contingencies The Company is subject to various litigation and arbitration claims that arise in the ordinary course of business, including but not limited to those related to employee matters. Some of these proceedings involve claims that are subject to substantial uncertainties and unascertainable damages. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has determined that no provision for liability nor disclosure is required related to any claim against the Company when: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial. |
Accounting Pronouncements Adopted and Recent Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Adopted In August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , an amendment to the accounting guidance on cloud computing service arrangements that changes the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires an entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 14, 2021. The Company adopted the new standard effective January 1, 2021 using a prospective transition method. The adoption did not have a material impact on the Consolidated Financial Statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) , which discusses the interaction between Topic 808, Collaborative Arrangements and Topic 606, Revenue from Contracts with Customers, including clarification around certain transactions between collaborative arrangement participants, adding unit-of-account guidance to Topic 808 and require that transactions in a collaborative arrangement where the participant is not a customer not be presented together with revenue recognized under Topic 606. This standard is effective for the Company for annual periods beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted but an entity may not adopt the amendments earlier than its adoption date of Topic 606. The Company adopted the new standard effective January 1, 2021 using a retrospective transition method. The adoption did not have a material impact on the Consolidated Financial Statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , requires the Company to recognize and measure contract assets and contract liabilities acquired in a business combinations in accordance with Topic 606 as if it had originated the contracts. The amendments of ASU 2021-08 are effective for the Company for fiscal years beginning after December 15, 2023 with early adoption permitted, including adoption in an interim period. The Company adopted ASU 2021-08 Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (“ ASU 2016-02 The Company has completed its initial assessment of the impact of Topic 842 on the Company’s financial statements, including its evaluation of key policy elections. The Company intends to implement Topic 842 on January 1, 2022 using the modified retrospective approach with the cumulative effect of adoption recognized to retained earnings on January 1, 2022. Under this method, the Company is allowed to record a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption and not restate prior periods. Additionally, the Company expects to elect the transitional practical expedients such that the Company will not reassess whether contracts are leases and will retain lease classification and initial direct costs for leases existing prior to the adoption of the new standard. The Company also expects to make the following transitional practical expedients elections: (1) elect the short term lease exception, (2) not elect hindsight and (3) elect to not separate its nonlease components for its real estate leases. The Company is still in the process of finalizing its evaluation of the effect of Topic 842 on the Company’s financial statements and disclosures. The Company estimates its total assets and total liabilities on the Consolidated Balance Sheets will increase by approximately $150.0 million to $155.0 million and $187.0 million to $192.0 million, respectively, due to the recognition of right-of-use assets and lease liabilities upon adoption, net of the impact of eliminating existing deferred rent liabilities related to its leasing arrangements. This estimated range is based on the Company's current lease portfolio but could be impacted by changes to the lease portfolio, including the total number of leases, lease commencement and end dates and lease termination expectations, as well as changes in anticipated lease incremental borrowing rates. The Company does not expect the adoption of ASU 2016-02, as amended, to have a material impact to the Company’s Consolidated Statements of Operations or Consolidated Statements of Cash Flows. In June 2016, the FASB issued ASU 2016-13, Credit losses (Topic 326) , subsequently amended by ASU 2019-10, which sets forth a “current expected credit loss” model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. The standard will become effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This pronouncement is effective for the Company for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance but does not expect adoption will have a material impact on its financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments of ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022 and do not apply to contract modifications made after December 31, 2022. The Company is evaluating the effect of this guidance and has not yet determined the impact to its financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property and Equipment Estimated Useful Lives | Depreciation on property and equipment is recorded using the straight-line method over estimated useful lives as follows: Life (in years) Computers and software 2 to 3 Furniture and office equipment 4 Machinery and equipment 4 to 5 Leasehold improvements Shorter of term of lease or useful life Construction in progress Not applicable Property and equipment consist of the following (in thousands): December 31, December 31, Machinery and equipment $ 74,548 $ 54,999 Leasehold improvements 31,488 24,192 Furniture and office equipment 3,189 2,743 Computers and software 2,764 2,677 111,989 84,611 Less accumulated depreciation and amortization (78,132) (47,977) 33,857 36,634 Construction in progress 19,942 12,084 Total property and equipment, net $ 53,799 $ 48,718 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Allocation of Purchase Consideration, Including Non-Cash Consideration | The following table represents the allocation of the purchase consideration, including the non-cash consideration, based on fair value (in thousands): Cash and cash equivalents $ 1,778 Other current assets 464 Property, plant and equipment 948 Other non-current assets 305 Developed technology 5,400 Customer relationship intangible asset 420 Total identifiable assets acquired $ 9,315 Accounts payable and accrued expenses $ 4,683 Other liabilities 8,353 Deferred tax liability 11 Total liabilities assumed $ 13,047 Net identifiable assets acquired $ (3,732) Goodwill 29,041 Net assets acquired $ 25,309 The following table represents the allocation of the purchase consideration, including the non-cash consideration, based on fair value (in thousands): Cash and cash equivalents $ 141 Accounts receivable 589 Other current assets 195 Property, plant and equipment 292 Other non-current assets 150 Developed technology 2,600 Customer relationship intangible asset 600 Total identifiable assets acquired $ 4,567 Accounts payable and accrued expenses $ 1,021 Other current liabilities 653 Deferred tax liability 107 Total liabilities assumed $ 1,781 Net identifiable assets acquired $ 2,786 Goodwill 7,871 Net assets acquired $ 10,657 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table provides a summary of our costs incurred from the inception of the initiative through December 31, 2021, and cost estimates associated with the 2021 Restructuring, by major type of cost (in thousands): Total amount incurred since inception through December 31, 2021 Total estimated amount expected to be incurred Restructuring charges: Termination benefits $ 8,653 $ 8,653 Impairment of long-lived assets (Note 7) 11,815 11,815 Contract terminations 3,749 4,200 Other (1) 4,591 4,591 Total $ 28,808 $ 29,259 —–—–—–—–—–—– (1) Comprised of other costs directly related to the 2021 Restructuring, including consulting fees in relation to portfolio review, realignment of organizational resources to strategic priorities and organization redesign in order to achieve reduced operating costs. The following table provides a reconciliation of the beginning and ending balances for the restructuring liabilities, which are reported as a component of Accrued and other liabilities in the accompanying Consolidated Balance Sheets (in thousands): Termination Benefits Contract Terminations Other Total Balance at January 1, 2021 $ — $ — $ — $ — Charges 8,530 3,758 4,573 16,861 Adjustments 123 (9) 18 132 Cash Payments (7,705) (2,299) (4,591) (14,595) Balance at December 31, 2021 $ 948 $ 1,450 $ — $ 2,398 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Value of Goodwill | The following table summarizes goodwill (in thousands): December 31, December 31, Goodwill $ 40,645 $ 11,604 |
Finite-Lived Intangible Assets | The following table summarizes the net book value of the finite-lived intangible assets (in thousands): Cost Accumulated Intangible Assets, Net December 31, December 31, December 31, December 31, December 31, December 31, Developed technology $ 12,300 $ 6,900 $ (4,110) $ (2,460) $ 8,190 $ 4,440 Customer relationships 1,400 980 (1,061) (630) 339 350 Net carrying value $ 13,700 $ 7,880 $ (5,171) $ (3,090) $ 8,529 $ 4,790 |
Future Amortization of Intangible Assets | Future amortization of intangible assets is as follows (in thousands): 2022 $ 2,248 2023 2,067 2024 1,271 2025 1,271 2026 1,271 Thereafter 401 $ 8,529 |
Fair Value Measurements of Fi_2
Fair Value Measurements of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of December 31, 2021 and December 31, 2020, respectively, the Company’s financial assets and financial liabilities measured at fair value on a recurring basis were classified within the fair value hierarchy as follows (in thousands): Level 1 Level 2 Level 3 Balance as of December 31, 2021 Financial Assets Cash equivalents $ 1,667 $ — $ — $ 1,667 Total financial assets $ 1,667 $ — $ — $ 1,667 Level 1 Level 2 Level 3 Balance as of December 31, 2020 Financial Assets Cash equivalents $ 205,873 $ — $ — $ 205,873 Total financial assets $ 205,873 $ — $ — $ 205,873 Financial Liabilities Warrant derivative liability $ — $ — $ 14,231 $ 14,231 Total financial liabilities $ — $ — $ 14,231 $ 14,231 |
Reconciliation of Fair Value Liabilities Measured on Recurring Basis | The following table provides a reconciliation of the beginning and ending balances for the warrant derivative liability measured at fair value using significant unobservable inputs (Level 3) (in thousands): Balance at January 1, 2021 $ 14,231 Change in fair value (1,849) Fair value of warrants exercised (12,382) Balance at December 31, 2021 $ — |
Fair Value Measurement Inputs and Valuation Techniques | The BSM model's inputs reflect assumptions that a market participant would use in pricing the instrument in a current period transaction and included the following as of December 31, 2020: December 31, Value per Series C Preferred share (fully-diluted) $ 35.46 Exercise price $ 16.98 Expected volatility 77.0 % Risk-free rate 0.79 % Time to liquidity (years) 8.97 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property and Equipment | Depreciation on property and equipment is recorded using the straight-line method over estimated useful lives as follows: Life (in years) Computers and software 2 to 3 Furniture and office equipment 4 Machinery and equipment 4 to 5 Leasehold improvements Shorter of term of lease or useful life Construction in progress Not applicable Property and equipment consist of the following (in thousands): December 31, December 31, Machinery and equipment $ 74,548 $ 54,999 Leasehold improvements 31,488 24,192 Furniture and office equipment 3,189 2,743 Computers and software 2,764 2,677 111,989 84,611 Less accumulated depreciation and amortization (78,132) (47,977) 33,857 36,634 Construction in progress 19,942 12,084 Total property and equipment, net $ 53,799 $ 48,718 |
Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): December 31, December 31, Accrued compensation and compensation-related costs $ 6,027 $ 15,211 Other accrued operating expenses 7,045 9,616 Accrued restructuring costs 2,398 — Accrued legal service fees 1,940 1,105 Accrued interest — 842 Accrued tax liabilities 86 114 Accrued and other current liabilities $ 17,496 $ 26,888 |
Term Loans (Tables)
Term Loans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt, Net | Debt consists of the following (in thousands): December 31, December 31, Senior secured delayed draw term loan facility bearing interest equal to 11.5% as of December 31, 2021 and December 31, 2020 $ 50,000 $ 85,000 Unamortized discount and offering costs (8,310) (5,669) Accrued end-of-term payment 2,263 — Senior secured delayed draw term loan facility, net 43,953 79,331 Less current portion 43,953 79,331 Long-term debt, net $ — $ — |
Interest Expense | Interest expense on the Company’s term loan consisted of the following (in thousands): Year ended 2021 2020 2019 Coupon interest $ 9,083 $ 9,938 $ 1,889 Amortization of debt discount and offering costs 3,359 1,022 271 Accretion of end-of-term payment 2,263 — 783 Total interest expense on term loan $ 14,705 $ 10,960 $ 2,943 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | As of December 31, 2020, the Company's convertible preferred stock consisted of the following: Authorized and Designated Outstanding Liquidation Preference (per share) Liquidation Preference (in thousands) Series A redeemable convertible preferred stock 21,998,250 7,332,750 $ 4.9893 $ 36,585 Series A-1 redeemable convertible preferred stock 26,158,833 8,719,611 $ 0.7599 6,626 Series B redeemable convertible preferred stock 42,244,588 14,081,522 $ 10.1091 142,352 Series C redeemable convertible preferred stock 76,750,881 24,700,286 $ 16.9836 419,500 Series D redeemable convertible preferred stock 47,028,472 13,259,111 $ 22.3269 296,035 214,181,024 68,093,280 $ 901,098 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Option Activity | The following table summarizes option activity under the 2021 Plan and the 2014 Plan: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding - December 31, 2020 5,498,490 $6.65 7.75 $79,756 Options granted 5,209,926 $18.65 Options exercised (1,483,560) $4.50 Options cancelled (1,668,890) $19.27 Outstanding - December 31, 2021 7,555,966 $12.55 8.15 $3,668 Unvested - December 31, 2021 4,861,059 $15.76 9.32 $5 Exercisable - December 31, 2021 2,694,907 $6.76 6.05 $3,663 The target market capitalizations, prices, and vesting tranches are set forth in the table below: Share Price Target Market Capitalization Target Number of Options Granted (in thousands) Tranche 1 $ 75.00 $ 10,000,000 419,998 Tranche 2 $ 105.00 $ 12,500,000 419,998 Tranche 3 $ 135.00 $ 15,000,000 420,001 Tranche 4 $ 165.00 $ 17,500,000 420,001 Tranche 5 $ 180.00 $ 20,000,000 420,001 |
Valuation Assumptions for Fair Value of Stock Options | The fair value of employee stock options was estimated using the following assumptions: Year ended 2021 2020 2019 Expected dividend yield — % — % — % Risk-free interest rate 0.77% - 1.33% 0.38% - 1.41% 1.50% - 2.50% Expected term (in years) 5.56 - 6.08 6.08 6.08 Expected volatility 70.09% - 74.67% 50.40% - 73.10% 49.50% - 50.90% The fair value of the options was determined at the grant date using a Monte Carlo simulation model with the following assumptions: Expected dividend yield — % Risk-free interest rate 1.57 % Expected term (in years) 10.00 Expected volatility 75.00 % |
Restricted Stock Units Activity | The following table summarizes RSU activity (in thousands, except share and per share amounts and term): Shares Weighted Average Non-vested Restricted Stock Units as of December 31, 2020 — $— Granted (1) 2,924,413 $14.01 Vested (53,380) $31.25 Forfeited (395,050) $15.02 Non-vested Restricted Stock Units as of December 31, 2021 2,475,983 $13.47 —–—–—–—–—–—– |
Non-Vested Stock Activity Granted as part of Radiant Acquisition | The following table summarizes activity of the non-vested stock with service-based vesting granted as part of the Radiant acquisition (in thousands, except share and per share amounts and term): Shares Weighted Average Weighted Average Aggregate Non-vested stock as of December 31, 2020 67,240 $4.95 1.0 $1,089 Granted — Vested (67,240) $4.95 Forfeited — Non-vested stock as of December 31, 2021 — $— $— |
Compensation Expense | Compensation expense related to stock-based awards was included in the following categories in the accompanying Consolidated Statements of Operations and Comprehensive Loss in accordance with the accounting guidance for share-based payments (in thousands): Year ended 2021 2020 2019 Cost of service revenue $ 2,522 $ 1,179 $ 919 Research and development 9,012 1,343 669 Sales and marketing 1,460 468 904 General and administrative 8,317 1,839 1,520 Total stock-based compensation $ 21,311 $ 4,829 $ 4,012 Compensation expense by stock-based award was as follows (in thousands): Year ended 2021 2020 2019 Stock options with service based vesting conditions $ 11,911 $ 4,496 $ 3,679 Stock options with market based vesting conditions 1,911 — — RSUs with service based vesting conditions 5,065 — — Non-vested stock 333 333 333 ESPP 2,091 — — Total stock-based compensation $ 21,311 $ 4,829 $ 4,012 |
Valuation Assumptions for Fair Value of Employee Stock Purchase Plan | The fair values of the rights granted under the ESPP were calculated using the following assumptions during the year ended December 31, 2021: Expected dividend yield — % Risk-free interest rate 0.02% - 0.06% Expected term (in years) 0.48 - 0.50 Expected volatility 60.54% - 74.93% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income (Loss) Before Income Taxes | The components of income (loss) before provision for income taxes by U.S. and foreign jurisdictions are as follows (in thousands): Year ended 2021 2020 2019 Domestic $ (361,868) $ (262,433) $ (236,802) Foreign 134 190 7 Income (loss) before income taxes $ (361,734) $ (262,243) $ (236,795) |
Components of Income Tax Expense (Benefit) | The components of the provision for (benefit from) income taxes are as follows (in thousands): Year ended 2021 2020 2019 Current: Federal $ — $ — $ — State 7 4 5 Foreign 55 54 3 Total current income tax expense $ 62 $ 58 $ 8 Deferred: State $ (11) $ (107) Total deferred income tax expense (benefit) $ (11) $ (107) $ — Total income tax expense (benefit) $ 51 $ (49) $ 8 |
Effective Income Tax Rate Reconciliation | Income tax provision (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21% to pretax loss are as follows (in thousands): Year ended 2021 2020 2019 US federal provision (benefit) at statutory rate $ (75,992) $ (55,111) $ (49,727) State taxes, net of federal benefit (10,597) (6,492) (14,374) Federal and state R&D tax credits (6,584) (6,267) (6,914) Non-deductible expenses and other items 1,960 3,162 1,033 Change in valuation allowance 91,264 64,659 69,990 Total $ 51 $ (49) $ 8 |
Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes were as follows (in thousands): December 31, December 31, Deferred tax assets: Federal & state NOL carryforward $ 267,664 $ 185,610 Research & other credits 28,785 22,200 Capitalized R&D 1,791 2,262 Accruals and other 10,071 3,514 Property and equipment 1,484 186 Stock based compensation 2,563 848 Capitalized costs 1,903 — Other 2,151 54 Total deferred tax assets $ 316,412 $ 214,674 Less valuation allowance (314,686) (214,587) Deferred tax assets, net $ 1,726 $ 87 Deferred tax liabilities: Intangibles $ 1,726 $ 87 Total deferred tax liabilities $ 1,726 $ 87 Deferred tax liabilities, net $ — $ — |
Unrecognized Tax Benefits Roll Forward | The Company has the following activity relating to unrecognized tax benefits for the years ended December 31 (in thousands): 2021 2020 Beginning balance $ 24,540 $ 17,602 Gross increase - tax position in current period 7,267 6,938 Ending balance $ 31,807 $ 24,540 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data) applicable to common stockholders: Year ended 2021 2020 2019 Numerator: Net loss, basic $ (361,785) $ (262,194) $ (236,803) Less: Gain on change in fair value of warrant liabilities 1,849 — — Net loss, diluted $ (363,634) $ (262,194) $ (236,803) Denominator: Weighted average shares used in calculating net loss per share, basic 74,226,964 12,217,889 10,791,734 Effect of dilutive securities: Warrants to purchase Series C convertible preferred stock 78,838 — — Weighted average shares used in calculating net loss per share, diluted 74,305,802 12,217,889 10,791,734 Net loss per share, basic $ (4.87) $ (21.46) $ (21.94) Net loss per share, diluted $ (4.89) $ (21.46) $ (21.94) |
Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following potentially dilutive shares were excluded from the calculation of diluted net loss per share applicable to common stockholders because their effect would have been anti-dilutive for the periods presented: Year ended 2021 2020 2019 Shares issuable under convertible preferred stock — 68,115,459 54,856,348 Warrants to purchase Series C convertible preferred stock — 883,333 883,333 Options to purchase common stock 7,555,966 5,498,490 4,805,884 Restricted stock units 2,475,983 — — Non-vested stock — 67,240 134,480 Warrants to purchase common stock — 242,322 242,322 Total 10,031,949 74,806,844 60,922,367 |
Revenue, Credit Concentration_2
Revenue, Credit Concentrations and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Changes in the Balances of Contract Liabilities | The following table represents changes in the balances of our contract liabilities (in thousands): December 31, 2020 Additions Adjustments Deletions December 31, 2021 Contract liabilities: Deferred revenue $ 3,014 $ 8,513 $ 6,013 $ (9,345) $ 8,195 December 31, 2019 Additions Adjustments Deletions December 31, 2020 Contract liabilities: Deferred revenue $ 1,760 $ 8,138 $ — $ (6,884) $ 3,014 |
Revenue, Remaining Performance Obligation | Transaction price attributable to performance obligations to be completed in future periods consisted of the following (in thousands): Current Noncurrent Total As of December 31, 2021 $ 4,185 $ 4,755 $ 8,940 |
Concentration of Risk, by Risk Factor | Customers representing 10% or greater of revenue were as follows: Year ended 2021 2020 2019 Customer A 25 % 35 % 14 % Customer B 23 % * — % Customer C 14 % 18 % 16 % Customer D * 10 % — % Customer J * 15 % 19 % —–—–—–—–—–—– * Less than 10% Customers representing 10% or greater of billed accounts receivable were as follows: December 31, December 31, Customer A — % 37 % Customer D — % 23 % Customer E 68 % 23 % Customer G — % 17 % Customer I 29 % — % |
Revenue, Geographic Region | The Company's revenues by geographic region are presented in the table below (in thousands): Year ended 2021 2020 2019 United States of America $ 6,794 $ 6,103 $ 11,386 Asia 4,803 4,738 3,607 Europe 5,146 2,443 426 Total revenue $ 16,743 $ 13,284 $ 15,419 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Commitments Under Long-Term Leases | Total future minimum rental commitments under long-term leases, net of sublease income, with an initial term of more than one year are estimated as follows (in thousands): 2022 $ 26,387 2023 30,450 2024 30,630 2025 29,459 2026 30,350 Thereafter 206,587 $ 353,863 |
Nature of Operations (Details)
Nature of Operations (Details) $ / shares in Units, $ in Thousands | Apr. 26, 2021USD ($)$ / sharesshares | Apr. 30, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Unrestricted cash and cash equivalents | $ | $ 386,105 | $ 210,205 | $ 143,589 | ||
Cumulative net losses | $ | $ 1,135,525 | $ 773,740 | |||
Convertible Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock (in shares) | 68,115,459 | ||||
Stock split ratio | 0.3333 | ||||
Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock split ratio | 0.3333 | ||||
Warrants To Purchase Temporary Equity | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of stock (in shares) | 883,332 | ||||
Initial Public Offering, Including Over-Allotment Option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares sold in initial stock offering | 18,549,500 | ||||
Initial stock offering price (in dollars per share) | $ / shares | $ 31 | ||||
Aggregate net proceeds from initial stock offering | $ | $ 529,900 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares sold in initial stock offering | 16,130,000 | ||||
Over-Allotment Option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares sold in initial stock offering | 2,419,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)segmentphase | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 16, 2021USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Restricted cash | $ 12,000,000 | $ 9,600,000 | ||
Goodwill impairment losses | 0 | 0 | $ 0 | |
Definite-lived intangible assets impairment losses | 0 | 0 | 0 | |
Impairment of long-lived assets | 11,815,000 | 0 | 0 | |
Deferred offering costs | 0 | 500,000 | ||
Employer payroll tax payments deferred, CARES Act | $ 3,700,000 | 3,700,000 | ||
Employee retention credit, CARES Act | $ 1,300,000 | |||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] | Accounting Standards Update 2021-08 [Member] | ||
Deferred revenue | $ 4,468,000 | $ 2,648,000 | ||
Goodwill | 40,645,000 | 11,604,000 | ||
Total assets | 522,396,000 | 304,921,000 | ||
Total liabilities | $ 113,910,000 | 147,859,000 | ||
Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of phases service delivered | phase | 1 | |||
Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of phases service delivered | phase | 4 | |||
Pro Forma | Minimum | Cumulative Effect, Period of Adoption, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | $ 150,000,000 | |||
Total liabilities | 187,000,000 | |||
Pro Forma | Maximum | Cumulative Effect, Period of Adoption, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | 155,000,000 | |||
Total liabilities | 192,000,000 | |||
Research And Development Service Revenue, Customer Acceptance Clauses | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Refunds | 0 | |||
Revenues from research and development service agreements | 2,700,000 | $ 600,000 | $ 5,500,000 | |
Revision of Prior Period, Accounting Standards Update, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Deferred revenue | 6,900,000 | |||
Goodwill | $ 6,900,000 | |||
Revenues from research and development service agreements | $ 800,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computers and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 2 years |
Computers and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture and office equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 4 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 4 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands | May 16, 2021USD ($)installmentshares | Mar. 10, 2020USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||
Goodwill | $ 40,645 | $ 11,604 | ||
Deferred revenue | 4,468 | $ 2,648 | ||
Revision of Prior Period, Accounting Standards Update, Adjustment | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 6,900 | |||
Deferred revenue | $ 6,900 | |||
enEvolv, Inc. | ||||
Business Acquisition [Line Items] | ||||
Prepaid services | $ 200 | |||
Lodo Therapeutics Corporation | ||||
Business Acquisition [Line Items] | ||||
Percentage of business acquired | 100.00% | |||
Purchase price for business combination | $ 25,300 | |||
Goodwill | 29,041 | |||
Business combination related costs | $ 900 | |||
Lodo Therapeutics Corporation | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Non-cash consideration transferred for business combination (in shares) | shares | 774,402 | |||
Lodo Therapeutics Corporation | Restricted stock units | ||||
Business Acquisition [Line Items] | ||||
Number of award vesting installments | installment | 3 | |||
Award vesting period | 2 years | |||
Lodo Therapeutics Corporation | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 5,400 | |||
enEvolv, Inc. | ||||
Business Acquisition [Line Items] | ||||
Percentage of business acquired | 100.00% | |||
Purchase price for business combination | $ 10,700 | |||
Non-cash consideration transferred for business combination (in shares) | shares | 1,082,747 | |||
Goodwill | $ 7,871 | |||
Business combination related costs | 400 | |||
Non-cash consideration transferred for business combination | 10,600 | |||
enEvolv, Inc. | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 2,600 |
Business Combinations - Allocat
Business Combinations - Allocation of Purchase Consideration, Including Non-Cash Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | May 16, 2021 | Dec. 31, 2020 | Mar. 10, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 40,645 | $ 11,604 | ||
Lodo Therapeutics Corporation | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 1,778 | |||
Other current assets | 464 | |||
Property, plant and equipment | 948 | |||
Other non-current assets | 305 | |||
Total identifiable assets acquired | 9,315 | |||
Accounts payable and accrued expenses | 4,683 | |||
Other liabilities | 8,353 | |||
Deferred tax liability | 11 | |||
Total liabilities assumed | 13,047 | |||
Net identifiable assets acquired | (3,732) | |||
Goodwill | 29,041 | |||
Net assets acquired | 25,309 | |||
Lodo Therapeutics Corporation | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 5,400 | |||
Lodo Therapeutics Corporation | Customer relationship intangible asset | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 420 | |||
enEvolv, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 141 | |||
Accounts receivable | 589 | |||
Other current assets | 195 | |||
Property, plant and equipment | 292 | |||
Other non-current assets | 150 | |||
Total identifiable assets acquired | 4,567 | |||
Accounts payable and accrued expenses | 1,021 | |||
Other current liabilities | 653 | |||
Deferred tax liability | 107 | |||
Total liabilities assumed | 1,781 | |||
Net identifiable assets acquired | 2,786 | |||
Goodwill | 7,871 | |||
Net assets acquired | 10,657 | |||
enEvolv, Inc. | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 2,600 | |||
enEvolv, Inc. | Customer relationship intangible asset | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 600 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Restructuring and Related Activities [Abstract] | |
Expected additional restructuring costs to be incurred | $ 500 |
Expected total pre-tax restructuring charges | 29,259 |
Expected cash outlays from total pre-tax restructuring charges | 17,400 |
Cash restructuring payments | 14,595 |
Total amount incurred since inception through December 31, 2021 | $ 28,808 |
Restructuring - Restructuring C
Restructuring - Restructuring Costs (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Total amount incurred since inception through December 31, 2021 | $ 28,808 |
Total estimated amount expected to be incurred | 29,259 |
Termination benefits | |
Restructuring Cost and Reserve [Line Items] | |
Total amount incurred since inception through December 31, 2021 | 8,653 |
Total estimated amount expected to be incurred | 8,653 |
Impairment of long-lived assets | |
Restructuring Cost and Reserve [Line Items] | |
Total amount incurred since inception through December 31, 2021 | 11,815 |
Total estimated amount expected to be incurred | 11,815 |
Contract terminations | |
Restructuring Cost and Reserve [Line Items] | |
Total amount incurred since inception through December 31, 2021 | 3,749 |
Total estimated amount expected to be incurred | 4,200 |
Other | |
Restructuring Cost and Reserve [Line Items] | |
Total amount incurred since inception through December 31, 2021 | 4,591 |
Total estimated amount expected to be incurred | $ 4,591 |
Restructuring - Reconciliation
Restructuring - Reconciliation of Restructuring Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Charges | 16,861 |
Adjustments | 132 |
Cash Payments | (14,595) |
Ending balance | 2,398 |
Termination benefits | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Charges | 8,530 |
Adjustments | 123 |
Cash Payments | (7,705) |
Ending balance | 948 |
Contract Terminations | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Charges | 3,758 |
Adjustments | (9) |
Cash Payments | (2,299) |
Ending balance | 1,450 |
Other | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Charges | 4,573 |
Adjustments | 18 |
Cash Payments | (4,591) |
Ending balance | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 40,645 | $ 11,604 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | May 16, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill acquired during period | $ 29 | |||
Amortization expense | $ 2.1 | $ 1.3 | $ 0.9 | |
Developed technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired finite lived intangible assets | $ 5.4 | |||
Developed technology | Lodo Therapeutics Corporation | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 6 years | |||
Customer relationship intangible asset | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired finite lived intangible assets | $ 0.4 | |||
Customer relationship intangible asset | Lodo Therapeutics Corporation | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 2 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 13,700 | $ 7,880 |
Accumulated Amortization | (5,171) | (3,090) |
Intangible Assets, Net | 8,529 | 4,790 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 12,300 | 6,900 |
Accumulated Amortization | (4,110) | (2,460) |
Intangible Assets, Net | 8,190 | 4,440 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,400 | 980 |
Accumulated Amortization | (1,061) | (630) |
Intangible Assets, Net | $ 339 | $ 350 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 2,248 | |
2023 | 2,067 | |
2024 | 1,271 | |
2025 | 1,271 | |
2026 | 1,271 | |
Thereafter | 401 | |
Intangible Assets, Net | $ 8,529 | $ 4,790 |
Fair Value Measurements of Fi_3
Fair Value Measurements of Financial Instruments - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Financial Liabilities | ||
Warrant derivative liability | $ 0 | $ 14,231 |
Recurring | ||
Financial Assets | ||
Cash equivalents | 1,667 | 205,873 |
Total financial assets | 1,667 | 205,873 |
Financial Liabilities | ||
Warrant derivative liability | 14,231 | |
Total financial liabilities | 14,231 | |
Recurring | Level 1 | ||
Financial Assets | ||
Cash equivalents | 1,667 | 205,873 |
Total financial assets | 1,667 | 205,873 |
Financial Liabilities | ||
Warrant derivative liability | 0 | |
Total financial liabilities | 0 | |
Recurring | Level 2 | ||
Financial Assets | ||
Cash equivalents | 0 | 0 |
Total financial assets | 0 | 0 |
Financial Liabilities | ||
Warrant derivative liability | 0 | |
Total financial liabilities | 0 | |
Recurring | Level 3 | ||
Financial Assets | ||
Cash equivalents | 0 | 0 |
Total financial assets | $ 0 | 0 |
Financial Liabilities | ||
Warrant derivative liability | 14,231 | |
Total financial liabilities | $ 14,231 |
Fair Value Measurements of Fi_4
Fair Value Measurements of Financial Instruments - Reconciliation of Fair Value Liabilities Measured on Recurring Basis (Details) - Warrant $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 14,231 |
Change in fair value | (1,849) |
Fair value of warrants exercised | (12,382) |
Ending balance | $ 0 |
Fair Value Measurements of Fi_5
Fair Value Measurements of Financial Instruments - Narrative (Details) | Dec. 31, 2021shares |
2019 Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | 0 |
Fair Value Measurements of Fi_6
Fair Value Measurements of Financial Instruments - Fair Value Measurement Inputs and Valuation Techniques (Details) - Level 3 - Valuation Technique, Option Pricing Model | Dec. 31, 2020$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Time to liquidity (years) | 8 years 11 months 19 days |
Value per Series C Preferred share (fully-diluted) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 35.46 |
Exercise price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 16.98 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.770 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.0079 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation and amortization | $ (78,132) | $ (47,977) |
Total property and equipment, net | 53,799 | 48,718 |
Depreciable property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 111,989 | 84,611 |
Total property and equipment, net | 33,857 | 36,634 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 74,548 | 54,999 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 31,488 | 24,192 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,189 | 2,743 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,764 | 2,677 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,942 | $ 12,084 |
Machinery And Equipment, Production Of Hyaline | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, net | $ 0 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Depreciation | $ 18,600 | $ 17,400 | $ 14,300 |
Impairment of long-lived assets | 11,815 | 0 | $ 0 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 53,799 | $ 48,718 | |
Machinery And Equipment, Production Of Hyaline | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 0 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and compensation-related costs | $ 6,027 | $ 15,211 |
Other accrued operating expenses | 7,045 | 9,616 |
Accrued restructuring costs | 2,398 | 0 |
Accrued legal service fees | 1,940 | 1,105 |
Accrued interest | 0 | 842 |
Accrued tax liabilities | 86 | 114 |
Accrued and other current liabilities | $ 17,496 | $ 26,888 |
Term Loans - Narrative (Details
Term Loans - Narrative (Details) - USD ($) $ in Thousands | Oct. 20, 2021 | Apr. 28, 2021 | Dec. 19, 2019 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 |
Class of Warrant or Right [Line Items] | ||||||||
Shares issued for exercise of warrants (in shares) | 226,880 | |||||||
Proceeds from warrant exercises | $ 15,000 | $ 15,002 | $ 0 | $ 0 | ||||
Senior Secured Delayed Draw Term Loan Facility | Secured Debt | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Principal amount of credit facility | $ 100,000 | |||||||
Proceeds from credit facility | 85,000 | |||||||
Closing fee | 1,500 | |||||||
Other closing costs | $ 1,300 | |||||||
Additional principal amount expired due to unused | $ 15,000 | |||||||
Rate used in computation of variable rate | 2.25% | |||||||
Repayments of to credit facility | $ 41,000 | |||||||
Repayments of to credit facility, principal | 35,000 | |||||||
Repayments of to credit facility, accrued interest and prepayment premium | 6,000 | |||||||
Funds placed in account at sole control of lender | $ 63,000 | |||||||
Senior Secured Delayed Draw Term Loan Facility | Secured Debt | London Interbank Offered Rate (LIBOR) | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Basis spread on variable rate | 9.25% | |||||||
Common Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 0 | |||||||
2019 Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 0 |
Term Loans - Long-Term Debt, Ne
Term Loans - Long-Term Debt, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less current portion | $ 43,953 | $ 79,331 |
Long-term debt, net | $ 0 | $ 0 |
Senior Secured Delayed Draw Term Loan Facility | Secured Debt | ||
Debt Instrument [Line Items] | ||
Interest rate | 11.50% | 11.50% |
Senior secured delayed draw term loan facility bearing interest equal to 11.5% as of December 31, 2021 and December 31, 2020 | $ 50,000 | $ 85,000 |
Unamortized discount and offering costs | (8,310) | (5,669) |
Accrued end-of-term payment | 2,263 | 0 |
Senior secured delayed draw term loan facility, net | $ 43,953 | $ 79,331 |
Term Loans - Interest Expense (
Term Loans - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||
Coupon interest | $ 9,083 | $ 9,938 | $ 1,889 |
Amortization of debt discount and offering costs | 3,359 | 1,022 | 271 |
Accretion of end-of-term payment | 2,263 | 0 | 783 |
Total interest expense on term loan | $ 14,705 | $ 10,960 | $ 2,943 |
Preferred Stock - Schedule of C
Preferred Stock - Schedule of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||||
Authorized and Designated (in shares) | 0 | 214,181,024 | ||
Outstanding (in shares) | 0 | 68,093,280 | 54,834,169 | 54,068,726 |
Liquidation Preference (in dollars) | $ 901,098 | |||
Series A redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Authorized and Designated (in shares) | 21,998,250 | |||
Outstanding (in shares) | 7,332,750 | |||
Liquidation Preference (in dollars per share) | $ 4.9893 | |||
Liquidation Preference (in dollars) | $ 36,585 | |||
Series A-1 redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Authorized and Designated (in shares) | 26,158,833 | |||
Outstanding (in shares) | 8,719,611 | |||
Liquidation Preference (in dollars per share) | $ 0.7599 | |||
Liquidation Preference (in dollars) | $ 6,626 | |||
Series B redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Authorized and Designated (in shares) | 42,244,588 | |||
Outstanding (in shares) | 14,081,522 | |||
Liquidation Preference (in dollars per share) | $ 10.1091 | |||
Liquidation Preference (in dollars) | $ 142,352 | |||
Series C redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Authorized and Designated (in shares) | 76,750,881 | |||
Outstanding (in shares) | 24,700,286 | |||
Liquidation Preference (in dollars per share) | $ 16.9836 | |||
Liquidation Preference (in dollars) | $ 419,500 | |||
Series D redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Authorized and Designated (in shares) | 47,028,472 | |||
Outstanding (in shares) | 13,259,111 | |||
Liquidation Preference (in dollars per share) | $ 22.3269 | |||
Liquidation Preference (in dollars) | $ 296,035 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - $ / shares | Apr. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Preferred stock, authorized (in shares) | 170,000,000 | 170,000,000 | 0 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, issued (in shares) | 0 | 0 | |
Preferred stock, outstanding ( in shares) | 0 | 0 | |
Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Conversion of stock (in shares) | 68,115,459 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 31, 2021shares | Aug. 02, 2021shares | Mar. 05, 2021USD ($)shares | Oct. 05, 2017USD ($) | Apr. 30, 2021USD ($)tranchefounder$ / sharesshares | Oct. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Issuance of common stock pursuant to ESPP purchases | $ | $ 1,254 | |||||||||
Proceeds from repayment of non-recourse loan to employee | $ | $ 1,946 | $ 0 | $ 0 | |||||||
Affiliated Entity | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Non-recourse loans to employees | $ | $ 4,000 | $ 3,600 | ||||||||
Non-recourse loans to employees interest rate | 3.00% | |||||||||
Related party interest income | $ | $ 100 | $ 100 | ||||||||
Proceeds from repayment of non-recourse loan to employee | $ | $ 2,000 | |||||||||
Settlement of non-recourse loan to employees (in shares) | 67,050 | |||||||||
Share-based Payment Arrangement, Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||||
Expected term (in years) | 6 years 29 days | 6 years 29 days | ||||||||
Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 2 years 7 days | |||||||||
Total intrinsic value of non-vested stock that vested | $ | $ 500 | |||||||||
Unrecognized stock-based compensation expense, excluding option | $ | $ 30,000 | |||||||||
Unvested non-vested stock outstanding (in shares) | 2,475,983 | 0 | ||||||||
Non-vested stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 4 years | |||||||||
Awards subject to vesting | 50.00% | |||||||||
Total intrinsic value of non-vested stock that vested | $ | $ 1,500 | $ 300 | $ 200 | |||||||
Unvested non-vested stock outstanding (in shares) | 0 | 67,240 | ||||||||
2021 Incentive Award Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance (in shares) | 10,770,034 | |||||||||
Common stock reserved for issuance, annual increase through tenth calendar year | 5.00% | |||||||||
Award contractual term | 10 years | |||||||||
Award vesting period | 4 years | |||||||||
Number of shares available for grant | 5,962,468 | |||||||||
2021 Incentive Award Plan | Individuals With Voting Interest At Threshold Or Less | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Grant exercise price, percentage of estimated fair value of common stock on date of grant (not less than) | 100.00% | |||||||||
2021 Incentive Award Plan | Individuals With Voting Interest Over Threshold | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Grant exercise price, percentage of estimated fair value of common stock on date of grant (not less than) | 110.00% | |||||||||
Combined voting power on all classes of stock threshold | 10.00% | |||||||||
2021 Incentive Award Plan | Market Condition Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award contractual term | 10 years | |||||||||
Options granted (in shares) | 2,099,999 | |||||||||
Number of founders | founder | 3 | |||||||||
Options granted (in dollars per share) | $ / shares | $ 31 | |||||||||
Number of vesting tranches | tranche | 5 | |||||||||
Award expiration period per tranche not earned | 7 years | |||||||||
Total grant date fair value | $ | $ 39,600 | |||||||||
Weighted average derived services period | 3 years 2 months 8 days | |||||||||
Expected volatility rate, period | 10 years | |||||||||
Expected dividend yield | 0.00% | |||||||||
Expected term (in years) | 10 years | |||||||||
Options forfeited (in shares) | 1,183,333 | |||||||||
2021 Plan and 2014 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 11.82 | $ 5.27 | $ 3.96 | |||||||
Total intrinsic value of options exercised | $ | $ 29,000 | $ 3,500 | $ 2,100 | |||||||
Options granted (in shares) | 5,209,926 | |||||||||
Options granted (in dollars per share) | $ / shares | $ 18.65 | |||||||||
Unvested, at end period (in shares) | 4,861,059 | |||||||||
2021 Plan and 2014 Plan | Share-based Payment Arrangement, Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized stock-based compensation expense, options | $ | $ 41,000 | |||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 2 years 9 months 25 days | |||||||||
2021 Plan and 2014 Plan | Market Condition Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized stock-based compensation expense, options | $ | $ 6,700 | |||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 2 years 6 months 3 days | |||||||||
Options forfeited (in shares) | 458,333 | |||||||||
Unvested, at end period (in shares) | 458,333 | |||||||||
Employee Stock Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance (in shares) | 2,154,006 | |||||||||
Common stock reserved for issuance, annual increase through tenth calendar year | 1.00% | |||||||||
Number of shares available for grant | 2,005,204 | |||||||||
Purchase price of common stock, percent of market price | 85.00% | |||||||||
Shares issued in period (in shares) | 148,802 | |||||||||
Issuance of common stock pursuant to ESPP purchases | $ | $ 1,250 |
Common Stock - Option Activity
Common Stock - Option Activity (Details) - 2021 Plan and 2014 Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Beginning balance, outstanding (in shares) | 5,498,490 | |
Options granted (in shares) | 5,209,926 | |
Options exercised (in shares) | (1,483,560) | |
Options cancelled (in shares) | (1,668,890) | |
Ending balance, outstanding (in shares) | 7,555,966 | 5,498,490 |
Unvested, at end period (in shares) | 4,861,059 | |
Exercisable, at end of period (in shares) | 2,694,907 | |
Weighted Average Exercise Price | ||
Beginning balance, outstanding (in dollars per share) | $ 6.65 | |
Options granted (in dollars per share) | 18.65 | |
Options exercised (in dollars per share) | 4.50 | |
Options cancelled (in dollars per share) | 19.27 | |
Ending balance, outstanding (in dollars per share) | 12.55 | $ 6.65 |
Weighted average exercise price, unvested at period end (in dollars per share) | 15.76 | |
Weighted average exercise price, exercisable at period end (in dollars per share) | $ 6.76 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual life, outstanding | 8 years 1 month 24 days | 7 years 9 months |
Weighted average remaining contractual life, unvested at period end | 9 years 3 months 25 days | |
Weighted average remaining contractual life, exercisable at period end | 6 years 18 days | |
Aggregate intrinsic value, outstanding | $ 3,668 | $ 79,756 |
Aggregate intrinsic value, unvested at period end | 5 | |
Aggregate intrinsic value, exercisable at period end | $ 3,663 |
Common Stock - Valuation Assump
Common Stock - Valuation Assumptions (Details) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Risk free interest rate, minimum | 0.77% | 0.38% | 1.50% | |
Risk free interest rate, maximum | 1.33% | 1.41% | 2.50% | |
Expected term (in years) | 6 years 29 days | 6 years 29 days | ||
Expected volatility, minimum | 70.09% | 50.40% | 49.50% | |
Expected volatility, maximum | 74.67% | 73.10% | 50.90% | |
Share-based Payment Arrangement, Option | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 6 months 21 days | |||
Share-based Payment Arrangement, Option | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 29 days | |||
Market Condition Awards | 2021 Incentive Award Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | |||
Risk-free interest rate | 1.57% | |||
Expected term (in years) | 10 years | |||
Expected volatility | 75.00% | |||
ESPP | Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | |||
Risk free interest rate, minimum | 0.02% | |||
Risk free interest rate, maximum | 0.06% | |||
Expected volatility, minimum | 60.54% | |||
Expected volatility, maximum | 74.93% | |||
ESPP | Employee Stock Purchase Plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 months 23 days | |||
ESPP | Employee Stock Purchase Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 months |
Common Stock - Target Market Ca
Common Stock - Target Market Capitalizations, Prices, and Vesting Tranches (Details) - Market Condition Awards - 2021 Incentive Award Plan $ / shares in Units, $ in Thousands | 1 Months Ended |
Apr. 30, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options Granted (in shares) | 2,099,999 |
Tranche 1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Price Target (in dollars per share) | $ / shares | $ 75 |
Market Capitalization Target | $ | $ 10,000,000 |
Number of Options Granted (in shares) | 419,998 |
Tranche 2 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Price Target (in dollars per share) | $ / shares | $ 105 |
Market Capitalization Target | $ | $ 12,500,000 |
Number of Options Granted (in shares) | 419,998 |
Tranche 3 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Price Target (in dollars per share) | $ / shares | $ 135 |
Market Capitalization Target | $ | $ 15,000,000 |
Number of Options Granted (in shares) | 420,001 |
Tranche 4 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Price Target (in dollars per share) | $ / shares | $ 165 |
Market Capitalization Target | $ | $ 17,500,000 |
Number of Options Granted (in shares) | 420,001 |
Tranche 5 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Price Target (in dollars per share) | $ / shares | $ 180 |
Market Capitalization Target | $ | $ 20,000,000 |
Number of Options Granted (in shares) | 420,001 |
Common Stock - Non-Vested Stock
Common Stock - Non-Vested Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted stock units | ||
Shares | ||
Beginning balance, Non-vested Restricted Stock Units (in shares) | 0 | |
Granted (in shares) | 2,924,413 | |
Vested (in shares) | (53,380) | |
Forfeited (in shares) | (395,050) | |
Ending balance, Non-vested Restricted Stock Units (in shares) | 2,475,983 | 0 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 14.01 | |
Vested (in dollars per share) | 31.25 | |
Forfeited (in dollars per share) | 15.02 | |
Ending balance (in dollars per share) | $ 13.47 | $ 0 |
Non-vested stock | ||
Shares | ||
Beginning balance, Non-vested Restricted Stock Units (in shares) | 67,240 | |
Granted (in shares) | 0 | |
Vested (in shares) | (67,240) | |
Forfeited (in shares) | 0 | |
Ending balance, Non-vested Restricted Stock Units (in shares) | 0 | 67,240 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 4.95 | |
Vested (in dollars per share) | 4.95 | |
Ending balance (in dollars per share) | $ 0 | $ 4.95 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Weighted average remaining years, outstanding | 1 year | |
Aggregate intrinsic value, outstanding | $ 0 | $ 1,089 |
Common Stock - Compensation Exp
Common Stock - Compensation Expense Related to Stock-Based Awards Included in Categories of Statement of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 21,311 | $ 4,829 | $ 4,012 |
Cost of service revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 2,522 | 1,179 | 919 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 9,012 | 1,343 | 669 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 1,460 | 468 | 904 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 8,317 | $ 1,839 | $ 1,520 |
Common Stock - Compensation E_2
Common Stock - Compensation Expense by Stock-Based Award (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 21,311 | $ 4,829 | $ 4,012 |
Options to purchase common stock | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 11,911 | 4,496 | 3,679 |
Stock options with market based vesting conditions | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 1,911 | 0 | 0 |
RSUs with service based vesting conditions | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 5,065 | 0 | 0 |
Non-vested stock | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 333 | 333 | 333 |
ESPP | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 2,091 | $ 0 | $ 0 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (361,868) | $ (262,433) | $ (236,802) |
Foreign | 134 | 190 | 7 |
Loss before income taxes | $ (361,734) | $ (262,243) | $ (236,795) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 7 | 4 | 5 |
Foreign | 55 | 54 | 3 |
Total current income tax expense | 62 | 58 | 8 |
Deferred: | |||
State | (11) | (107) | |
Total deferred income tax expense (benefit) | (11) | (107) | 0 |
Total income tax expense (benefit) | $ 51 | $ (49) | $ 8 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
US federal provision (benefit) at statutory rate | $ (75,992) | $ (55,111) | $ (49,727) |
State taxes, net of federal benefit | (10,597) | (6,492) | (14,374) |
Federal and state R&D tax credits | (6,584) | (6,267) | (6,914) |
Non-deductible expenses and other items | 1,960 | 3,162 | 1,033 |
Change in valuation allowance | 91,264 | 64,659 | 69,990 |
Total income tax expense (benefit) | $ 51 | $ (49) | $ 8 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Federal & state NOL carryforward | $ 267,664 | $ 185,610 |
Research & other credits | 28,785 | 22,200 |
Capitalized R&D | 1,791 | 2,262 |
Accruals and other | 10,071 | 3,514 |
Property and equipment | 1,484 | 186 |
Stock based compensation | 2,563 | 848 |
Capitalized costs | 1,903 | 0 |
Other | 2,151 | 54 |
Total deferred tax assets | 316,412 | 214,674 |
Less valuation allowance | (314,686) | (214,587) |
Deferred tax assets, net | 1,726 | 87 |
Deferred tax liabilities: | ||
Intangibles | 1,726 | 87 |
Total deferred tax liabilities | 1,726 | 87 |
Deferred tax liabilities, net | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, increase amount | $ 100,100,000 | $ 65,400,000 | |
Unrecognized tax benefits, net | 28,800,000 | ||
Income tax penalties and interest accrued on unrecognized tax benefits | 0 | $ 0 | $ 0 |
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 1,042,400,000 | ||
Net operating loss carryforward, subject to expiration | 106,400,000 | ||
Net operating loss carryforward, not subject to expiration | 936,000,000 | ||
Domestic Tax Authority | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 34,500,000 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 660,700,000 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | $ 28,800,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 24,540 | $ 17,602 |
Gross increase - tax position in current period | 7,267 | 6,938 |
Ending balance | $ 31,807 | $ 24,540 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss, basic | $ (361,785) | $ (262,194) | $ (236,803) |
Less: Gain on change in fair value of warrant liabilities | 1,849 | 0 | 0 |
Net loss, diluted | $ (363,634) | $ (262,194) | $ (236,803) |
Denominator: | |||
Weighted average shares used in calculating net loss per share, basic (in shares) | 74,226,964 | 12,217,889 | 10,791,734 |
Effect of dilutive securities: | |||
Warrants to purchase Series C convertible preferred stock (in shares) | 78,838 | 0 | 0 |
Weighted average shares used in calculating net loss per share, diluted (in shares) | 74,305,802 | 12,217,889 | 10,791,734 |
Net loss per share, basic (in dollars per share) | $ (4.87) | $ (21.46) | $ (21.94) |
Net loss per share, diluted (in dollars per share) | $ (4.89) | $ (21.46) | $ (21.94) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 10,031,949 | 74,806,844 | 60,922,367 |
Shares issuable under convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 0 | 68,115,459 | 54,856,348 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 7,555,966 | 5,498,490 | 4,805,884 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 2,475,983 | 0 | 0 |
Non-vested stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 0 | 67,240 | 134,480 |
Convertible Preferred Stock | Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 0 | 883,333 | 883,333 |
Common Stock | Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 0 | 242,322 | 242,322 |
Revenue, Credit Concentration_3
Revenue, Credit Concentrations and Geographic Information - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Additions to contract liabilities | $ 8,513,000 | $ 8,138,000 | |
Lodo Therapeutics Corporation | |||
Disaggregation of Revenue [Line Items] | |||
Additions to contract liabilities | 1,400,000 | ||
enEvolv, Inc. | |||
Disaggregation of Revenue [Line Items] | |||
Additions to contract liabilities | 600,000 | ||
Research And Development Revenue, Performance Bonuses | |||
Disaggregation of Revenue [Line Items] | |||
Revenues from research and development service agreements | 300,000 | 1,200,000 | $ 0 |
Research And Development Service Revenue, Customer Acceptance Clauses | |||
Disaggregation of Revenue [Line Items] | |||
Revenues from research and development service agreements | 2,700,000 | $ 600,000 | $ 5,500,000 |
Refunds | $ 0 |
Revenue, Credit Concentration_4
Revenue, Credit Concentrations and Geographic Information - Changes in the Balances of Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract liabilities: | ||
Beginning balance | $ 3,014 | $ 1,760 |
Additions | 8,513 | 8,138 |
Adjustments | 6,013 | 0 |
Deletions | (9,345) | (6,884) |
Ending balance | $ 8,195 | $ 3,014 |
Revenue, Credit Concentration_5
Revenue, Credit Concentrations and Geographic Information - Revenue, Remaining Performance Obligation (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 8,940 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 4,185 |
Revenue, remaining performance obligation, amount, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 4,755 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount, period | 1 year 1 month 6 days |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount, period | 3 years 3 months 18 days |
Revenue, Credit Concentration_6
Revenue, Credit Concentrations and Geographic Information - Concentration of Risk, by Risk Factor (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Benchmark | Customer A | |||
Concentration Risk [Line Items] | |||
Concentration risk | 25.00% | 35.00% | 14.00% |
Revenue Benchmark | Customer B | |||
Concentration Risk [Line Items] | |||
Concentration risk | 23.00% | 0.00% | |
Revenue Benchmark | Customer C | |||
Concentration Risk [Line Items] | |||
Concentration risk | 14.00% | 18.00% | 16.00% |
Revenue Benchmark | Customer D | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10.00% | 0.00% | |
Revenue Benchmark | Customer J | |||
Concentration Risk [Line Items] | |||
Concentration risk | 15.00% | 19.00% | |
Accounts Receivable | Customer A | |||
Concentration Risk [Line Items] | |||
Concentration risk | 0.00% | 37.00% | |
Accounts Receivable | Customer D | |||
Concentration Risk [Line Items] | |||
Concentration risk | 0.00% | 23.00% | |
Accounts Receivable | Customer E | |||
Concentration Risk [Line Items] | |||
Concentration risk | 68.00% | 23.00% | |
Accounts Receivable | Customer G | |||
Concentration Risk [Line Items] | |||
Concentration risk | 0.00% | 17.00% | |
Accounts Receivable | Customer I | |||
Concentration Risk [Line Items] | |||
Concentration risk | 29.00% | 0.00% |
Revenue, Credit Concentration_7
Revenue, Credit Concentrations and Geographic Information - Revenue, Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 16,743 | $ 13,284 | $ 15,419 |
United States of America | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 6,794 | 6,103 | 11,386 |
Asia | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 4,803 | 4,738 | 3,607 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 5,146 | $ 2,443 | $ 426 |
Collaborative Agreement (Detail
Collaborative Agreement (Details) - USD ($) $ in Thousands | Apr. 09, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Research and development | $ 159,120 | $ 90,852 | $ 50,717 | |
Collaboration revenue | 4,200 | 3,500 | 2,200 | |
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | Sumitomo Chemical Co. Ltd. | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Term of contract | 6 years | |||
Extension period | 1 year | |||
Non-automatic extension period, written notice period | 180 days | |||
Research and development | $ 2,200 | $ 1,400 | $ 0 | |
Shared costs, percentage | 50.00% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense under operating leases | $ 35.2 | $ 15.3 | $ 14.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Rental Commitments Under Long-Term Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 26,387 |
2023 | 30,450 |
2024 | 30,630 |
2025 | 29,459 |
2026 | 30,350 |
Thereafter | 206,587 |
Total minimum lease payments | $ 353,863 |
Subsequent Events (Details)
Subsequent Events (Details) - Restricted stock units - shares | Mar. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Unvested non-vested stock outstanding (in shares) | 2,475,983 | 0 | |
Subsequent Event | Officer | |||
Subsequent Event [Line Items] | |||
Unvested non-vested stock outstanding (in shares) | 17,708 |