Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 14, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39388 | ||
Entity Registrant Name | Berkeley Lights, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 35-2415390 | ||
Entity Address, Address Line One | 5858 Horton Street, Suite 320 | ||
Entity Address, City or Town | Emeryville | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94608 | ||
City Area Code | 510 | ||
Local Phone Number | 858-2855 | ||
Title of 12(b) Security | Common stock, par value $0.00005 per share | ||
Trading Symbol | BLI | ||
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 | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0.3 | ||
Entity Common Stock, Shares Outstanding | 72,173,917 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement relating to the registrant’s 2022 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2022. | ||
Entity Central Index Key | 0001689657 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | San Francisco, California |
Auditor Firm ID | 185 |
Consolidated balance sheets
Consolidated balance sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 86,522 | $ 178,096 | |
Short-term marketable securities | 46,252 | 0 | |
Trade accounts receivable | 18,534 | 25,942 | |
Inventory | 18,861 | 14,547 | |
Prepaid expenses and other current assets | 6,783 | 11,985 | |
Total current assets | 176,952 | 230,570 | |
Restricted cash | 0 | 270 | |
Property and equipment, net | 23,847 | 27,992 | |
Operating lease right-of-use assets | 23,326 | 26,060 | |
Other assets | 1,969 | 2,361 | |
Total assets | 226,094 | 287,253 | |
Current liabilities: | |||
Trade accounts payable | 10,092 | 8,198 | |
Accrued expenses and other current liabilities | 21,340 | 12,425 | |
Current portion of notes payable | 4,966 | 0 | |
Deferred revenue | 9,092 | 12,128 | |
Total current liabilities | 45,490 | 32,751 | |
Notes payable, net of current portion | 14,860 | 19,762 | |
Deferred revenue, net of current portion | 963 | 2,187 | |
Lease liability, long-term | 22,726 | 24,337 | |
Total liabilities | 84,039 | 79,037 | |
Commitments and contingencies (Note 17) | |||
Stockholders’ equity: | |||
Convertible preferred stock, $0.00005 par value. Authorized 10,000,000 shares at December 31, 2022 and 2021, respectively; no shares issued and outstanding at December 31, 2022 and 2021 | 0 | 0 | |
Common stock, $0.00005 par value. Authorized 300,000,000 shares at December 31, 2022 and 2021, respectively; issued and outstanding 72,169,052 shares and 67,595,535 shares at December 31, 2022 and 2021, respectively | [1] | 4 | 4 |
Additional paid-in capital | 503,708 | 471,820 | |
Accumulated deficit | (361,648) | (263,608) | |
Accumulated other comprehensive loss | (9) | 0 | |
Total stockholders’ equity | 142,055 | 208,216 | |
Total liabilities and stockholders’ equity | $ 226,094 | $ 287,253 | |
[1]See Note 12 for further information. |
Consolidated balance sheets (Pa
Consolidated balance sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | |||
Convertible preferred stock, par value (in dollars per share) | $ 0.00005 | $ 0.00005 | |
Convertible preferred stock authorized (in shares) | 10,000,000 | 10,000,000 | |
Convertible preferred stock issued (in shares) | 0 | 0 | |
Convertible preferred stock outstanding (in shares) | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.00005 | $ 0.00005 | |
Common stock authorized (in shares) | 300,000,000 | 300,000,000 | |
Common stock issued (in shares) | 72,169,052 | [1] | 67,595,535 |
Common stock outstanding (in shares) | 72,169,052 | [1] | 67,595,535 |
[1]See Note 12 for further information. |
Consolidated statements of oper
Consolidated statements of operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 78,595 | $ 85,388 | $ 64,303 |
Cost of sales: | |||
Total cost of sales | 24,814 | 28,837 | 19,748 |
Gross profit | 53,781 | 56,551 | 44,555 |
Operating expenses: | |||
Research and development | 53,207 | 58,553 | 47,240 |
Selling, general and administrative | 95,115 | 68,787 | 37,709 |
Restructuring | 3,513 | 0 | 0 |
Total operating expenses | 151,835 | 127,340 | 84,949 |
Loss from operations | (98,054) | (70,789) | (40,394) |
Other income (expense): | |||
Interest expense | (910) | (1,171) | (1,436) |
Interest income | 1,270 | 175 | 338 |
Other income (expense), net | (246) | 6 | 82 |
Loss before income taxes | (97,940) | (71,779) | (41,410) |
Provision for (benefit from) income taxes | 100 | (55) | 174 |
Net loss | $ (98,040) | $ (71,724) | $ (41,584) |
Net loss attributable to common stockholders per share, basic (in dollars per share) | $ (1.42) | $ (1.08) | $ (1.39) |
Net loss attributable to common stockholders per share, diluted (in dollars per share) | $ (1.42) | $ (1.08) | $ (1.39) |
Weighted-average shares used in calculating net loss per share, basic (in shares) | 68,868,596 | 66,707,129 | 31,192,752 |
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 68,868,596 | 66,707,129 | 31,192,752 |
Product | |||
Revenue: | |||
Total revenue | $ 48,930 | $ 56,575 | $ 51,586 |
Cost of sales: | |||
Total cost of sales | 14,261 | 14,857 | 13,021 |
Service | |||
Revenue: | |||
Total revenue | 29,665 | 28,813 | 12,717 |
Cost of sales: | |||
Total cost of sales | $ 10,553 | $ 13,980 | $ 6,727 |
Consolidated statements of comp
Consolidated statements of comprehensive loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (98,040) | $ (71,724) | $ (41,584) |
Other comprehensive loss: | |||
Unrealized loss on marketable securities, net of tax | (9) | 0 | 0 |
Other comprehensive loss | (9) | 0 | 0 |
Comprehensive loss | $ (98,049) | $ (71,724) | $ (41,584) |
Consolidated statements of chan
Consolidated statements of changes in stockholders’ equity - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | |
Beginning balance (in shares) at Dec. 31, 2019 | 50,462,272 | 3,073,067 | |||||
Beginning balance at Dec. 31, 2019 | $ 83,783 | $ 224,769 | $ 0 | $ 9,314 | $ (150,300) | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of convertible preferred stock into common stock (in shares) | (50,462,272) | 50,462,272 | |||||
Conversion of convertible preferred stock into common stock | 0 | $ (224,769) | $ 3 | 224,766 | |||
Issuance of common stock upon initial public offering, net of issuance costs (in shares) | 9,315,000 | ||||||
Issuance of common stock upon initial public offering, net of issuance costs | 187,935 | 187,935 | |||||
Cashless exercise of common stock warrants (in shares) | 123,192 | ||||||
Exercise of stock options (in shares) | 1,512,715 | ||||||
Exercise of stock options | 3,585 | 3,585 | |||||
Vesting of shares subject to repurchase from early exercised options | 328 | 328 | |||||
Stock-based compensation | 10,734 | 10,734 | |||||
Net loss | (41,584) | (41,584) | |||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 64,486,246 | |||||
Ending balance at Dec. 31, 2020 | 244,781 | $ 0 | $ 3 | 436,662 | (191,884) | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 2,882,470 | ||||||
Exercise of stock options | 10,297 | $ 1 | 10,296 | ||||
Vesting of restricted stock units (in shares) | 63,811 | ||||||
Employee stock purchase plan (in shares) | 163,008 | ||||||
Employee stock purchase plan | 3,644 | 3,644 | |||||
Stock-based compensation | 21,218 | 21,218 | |||||
Net loss | (71,724) | (71,724) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 67,595,535 | |||||
Ending balance at Dec. 31, 2021 | $ 208,216 | $ 0 | $ 4 | 471,820 | (263,608) | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 299,173 | 299,173 | |||||
Exercise of stock options | $ 840 | 840 | |||||
Vesting of restricted stock units (in shares) | 823,620 | ||||||
Employee stock purchase plan (in shares) | 150,724 | ||||||
Employee stock purchase plan | 719 | 719 | |||||
Purported issuance of shares (in shares) | [1] | 3,300,000 | |||||
Purported issuance of shares | [1] | 8,118 | 8,118 | ||||
Stock-based compensation | 22,211 | 22,211 | |||||
Other comprehensive loss | (9) | (9) | |||||
Net loss | (98,040) | (98,040) | |||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 72,169,052 | |||||
Ending balance at Dec. 31, 2022 | $ 142,055 | $ 0 | $ 4 | $ 503,708 | $ (361,648) | $ (9) | |
[1]See Note 12 for further information. |
Consolidated statements of cash
Consolidated statements of cash flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from operating activities: | ||||
Net loss | $ (98,040) | $ (71,724) | $ (41,584) | |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Depreciation | 9,004 | 5,598 | 5,102 | |
Stock-based compensation | 22,194 | 21,222 | 10,917 | |
Amortization of operating lease right-of-use assets | 3,120 | 2,327 | 1,691 | |
Non-cash interest and other expense related to debt and note receivable agreements | 64 | 67 | 68 | |
Provision for excess and obsolete inventory | 336 | 678 | 32 | |
Net losses on disposal of long-lived assets | 78 | 60 | 140 | |
Non-cash restructuring | 2,348 | 0 | 0 | |
Other non-cash | (98) | 0 | 0 | |
Changes in operating assets and liabilities: | ||||
Trade accounts receivable | 7,409 | (13,003) | (3,605) | |
Inventory | (1,954) | (6,635) | (4,226) | |
Prepaid expenses, other current assets and other assets | 3,400 | (3,513) | (1,793) | |
Trade accounts payable | 2,699 | 3,878 | 373 | |
Deferred revenue | (4,260) | 7,124 | (3,955) | |
Accrued expenses and other current liabilities | 7,808 | 2,991 | 2,655 | |
Operating lease liability | (1,647) | (2,198) | (1,667) | |
Net cash used in operating activities | (47,539) | (53,128) | (35,852) | |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (8,076) | (15,825) | (3,289) | |
Purchase of marketable securities | (64,827) | 0 | 0 | |
Proceeds from maturities of marketable securities | 18,921 | 0 | 0 | |
Net cash used in investing activities | (53,982) | (15,825) | (3,289) | |
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock upon initial public offering, net | 0 | 0 | 190,585 | |
Payment of issuance costs | 0 | 0 | (2,650) | |
Purported share issuance | [1] | 8,118 | 0 | 0 |
Debt issuance costs | 0 | (300) | 0 | |
Proceeds from issuance of common stock upon exercise of stock options | 840 | 10,297 | 3,581 | |
Proceeds from issuance of common stock under employee stock purchase plan | 719 | 3,644 | 0 | |
Net cash provided by financing activities | 9,677 | 13,641 | 191,516 | |
Net increase (decrease) in cash and cash equivalents and restricted cash | (91,844) | (55,312) | 152,375 | |
Cash and cash equivalents and restricted cash at beginning of period | 178,366 | 233,678 | 81,303 | |
Cash and cash equivalents and restricted cash at end of period | $ 86,522 | $ 178,366 | $ 233,678 | |
[1]See Note 12 for further information. |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The company and basis of presentation | The company and basis of presentation Description of business Berkeley Lights, Inc. (the “Company” or “Berkeley Lights”), was incorporated as a Delaware corporation on April 5, 2011. Berkeley Lights is a leading functional cell biology company focused on enabling and accelerating the rapid development and commercialization of biotherapeutics and other cell-based products. Berkeley Lights’ platform is a fully integrated, end-to-end solution, comprised of proprietary consumables, including the Company’s OptoSelect chips and reagent kits, advanced automation systems and advanced application and workflow software. The Company commercially launched its platform in December of 2016, which included its Beacon system and the alpha version of its Opto Cell Line Development 1.0 workflow, targeted to the antibody therapeutics market. The Company is expanding the capabilities of its platform through the commercial launch of additional workflows in its core markets of antibody therapeutics, cell line development, gene therapy, TCR discovery and agricultural biology. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP. Liquidity The Company has experienced losses from its operations since its inception and has relied primarily on equity and debt financing to fund its operations to date. For the year ended December 31, 2022, the Company had a consolidated net loss of $98.0 million and as of December 31, 2022, had an accumulated deficit of $361.6 million and cash, cash equivalents and marketable securities of $132.8 million. Management expects to continue to incur significant expenses for the foreseeable future and to incur operating losses in the near term while the Company makes investments to support its anticipated growth. The Company believes that its cash, cash equivalents and marketable securities balance as of December 31, 2022 provides sufficient capital resources to continue its operations for at least 12 months from the issuance date of the accompanying consolidated financial statements. Organizational and presentational changes During the third quarter of 2022, the Company made certain changes to its operating structure to align with its new business strategy. These changes included reorganizing the Company’s go-to-market efforts, the termination of approximately 12% of its workforce (see Note 14 for additional information), and additional organizational changes. As part of these changes, the Company’s “service center,” a team of scientists and engineers who perform services for both internal and external projects, is now part of the Company’s platform sales and support organization. The service center historically reported to the Company’s former Chief Product Officer. As a result of these changes, the Company updated its classification of operating expenses as follows: 1. Expenses related to the termination of employees during the third quarter discussed above are classified in “Restructuring” within Operating Expenses. 2. The Company now discloses “Selling, general and administrative” expenses, which includes expenses historically reported in “Sales and marketing” as well as “General and administrative” expenses. The Company has reclassified the prior periods to conform to the current period presentation for this change. 3. Expenses associated with the Company’s service center are no longer classified as “Research and development” expenses, and instead are classified as “S elling, general and administrative” expenses on the Company’s consolidated statements of operations beginning in the third quarter of 2022. Service center expenses recorded in “Selling, general and administrative” were $9.0 million during the year ended December 31, 2022 (representing service center expenses from July 1, 2022 to December 31, 2022). Service center expenses recorded in “Research and development” were $9.7 million during the year ended December 31, 2022 (representing service center expenses from January 1, 2022 to June 30, 2022). Service center expenses recorded in “Research and development” during the years ended December 31, 2021 and 2020, were $12.1 million and $5.6 million, respectively. No historical costs have been reclassified. Reverse stock split On July 10, 2020, the Board of Directors (“Board”) of the Company approved a 1-for-2 reverse stock split of its issued and outstanding common stock and convertible preferred stock, which was effected on July 14, 2020. The par value of the authorized stock was not adjusted as a result of the reverse stock split. Other than the par value, all share and per share data shown in the accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect the reverse stock split for all periods presented. Initial public offering The Company’s registration statement on Form S-1 related to its initial public offering (“IPO”) was declared effective on July 16, 2020 by the Securities and Exchange Commission (“SEC”), and the Company’s common stock began trading on the Nasdaq Global Select Market on July 17, 2020. On July 21, 2020, the Company closed its IPO, in which the Company sold 9,315,000 shares of common stock (which included 1,215,000 shares that were sold pursuant to the full exercise of the IPO underwriters’ option to purchase additional shares) at a price to the public of $22.00 per share. Including the option exercise, the Company received aggregate net proceeds of $187.9 million after deducting offering costs, underwriting discounts and commissions of $17.0 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the estimate of the standalone selling price of performance obligations and allocation of contract price in multiple-element revenue arrangements, total expected costs associated with development agreements, estimated transaction price, including variable consideration, of the Company’s revenue contracts, accruals for product warranties, the fair value of equity awards and related share-based compensation, the collectability of accounts receivable, impairment of long-lived assets, valuation of inventory and the realizability of deferred income taxes. Actual results could significantly differ from those estimates. Cash and cash equivalents and restricted cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company records cash and cash equivalents as restricted when it is unable to freely use such cash and cash equivalents for general operating purposes. As of December 31, 2021, restricted cash consisted of cash on deposit in a financial institution that was restricted to be used for the Company’s corporate credit card program. The following table provides a reconciliation of cash and cash equivalents and restricted cash on the consolidated balance sheets to the totals presented on the consolidated statements of cash flows (in thousands): December 31, 2022 2021 Cash $ 63,596 $ 152,958 Cash equivalents 22,926 25,138 Restricted cash — 270 Total cash and cash equivalents and restricted cash as presented on the consolidated statements of cash flows $ 86,522 $ 178,366 Short-Term Marketable Securities The Company designates investments in debt securities as available-for-sale. Available-for-sale debt securities with original maturities of three months or less from the date of purchase are classified within cash and cash equivalents. Available-for-sale debt securities with original maturities longer than three months are available to fund current operations and are classified as marketable securities within “current assets” on the Company’s consolidated balance sheets. The Company records these securities at fair value and accounts for the net unrealized gains and losses related to them as part of “other comprehensive income (loss)” on its consolidated statement of comprehensive loss. The Company records realized gains and losses on the sale of its marketable securities in “Other expense, net” in its consolidated statement of operations. At each reporting date, the Company performs an evaluation of impairment of its short-term available-for-sale marketable debt securities to determine if the fair value of its investment is less than its amortized cost basis. Impairment is assessed at the individual security level. Factors considered in determining whether an investment is impaired include the Company’s intent and ability to hold the investment until the recovery of its amortized cost basis, any historical failure of the issuer to make scheduled interest or principal payments, any change to the rating of the security by a rating agency, any adverse legal or regulatory events affecting the issuer or issuer’s industry, and any significant deterioration in economic conditions. Trade accounts receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance and expected credit losses related to its receivables, management considers historical losses adjusted to take into account current market and economic conditions and the Company’s customers’ respective financial conditions, the amounts of receivables in dispute and the current receivables aging and current payment patterns. To the extent identified, account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date its customers have primarily been large biopharmaceutical companies, well known research institutes and related companies and therefore the Company has not had any material write-offs or allowance for doubtful accounts in the years ended December 31, 2022 and 2021. Inventory Inventories are recorded at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Inventory that is obsolete or in excess of forecasted usage is written down to its estimated net realizable value based on assumptions about future demand and market conditions. Inventory write-downs are charged to cost of goods sold and establish a new cost basis for the inventory. Costs included in inventories are raw materials, labor, supplies, allocable depreciation of manufacturing facilities, equipment and overhead. Revenue recognition The Company derives revenue from primarily two sources, product and service revenues, which are discussed further below. The Company’s agreements with customers often include multiple performance obligations, which can sometimes be included in separate contracts entered into within a reasonably short period of time. The Company considers an entire customer arrangement to determine if separate contracts should be considered combined for the purposes of revenue recognition. Management must apply judgment in determining whether the individual promises represent multiple performance obligations, or a single, combined performance obligation. In order to determine the stand-alone selling price, the Company conducts a periodic analysis to determine whether various goods or services have an observable stand-alone selling price as well as to identify significant changes to current stand-alone selling prices. If the Company does not have an observable stand-alone selling price for a particular good or service, then the stand-alone selling price for that particular good or service is estimated using an approach that maximizes the use of observable inputs. The Company’s process for determining stand-alone selling price requires judgment and considers multiple factors that are reasonably available and maximizes the use of observable inputs that may vary over time depending upon the unique facts and circumstances related to each performance obligation. The Company believes that this method results in an estimate that represents the price the Company would charge for the product offerings if they were sold separately. The Company only includes variable consideration in the transaction price to the extent that it is not probable that a significant reversal of revenue will occur for that amount. The constraint estimate is reassessed at each reporting date until the uncertainty is resolved. Taxes, such as sales, value-add and other taxes, collected from customers concurrent with revenue generating activities and remitted to governmental authorities are not included in revenue. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in cost of sales. In certain markets, the Company’s products are sold to customers primarily through distributors. The terms of sales transactions to the Company’s distributors are substantially consistent with the terms of the Company’s direct sales to end customers. Product revenues Product revenues are comprised of two major revenue streams, platform sales and consumables. Platform sales revenues are comprised of advanced automation systems, which include the Beacon and Lightning systems (including fully paid workflow licenses) as well as Culture Station instruments. Consumables revenues are comprised of OptoSelect chips required to run the system as well as reagent kits. Platform sales also include revenue from certain historical subscription arrangements in which customers are able to subscribe to a specific workflow and pay a quarterly fee over a fixed period of time which covers the annual workflow license, the advanced automation system, as well as warranty and service. While the majority of the Company’s revenue under its TechAccess subscription falls into the service category, consumables and certain other deliverables under TechAccess subscription are categorized as product revenue. The Company’s standard arrangement with its customers is generally a purchase order or an executed contract. Revenue on product sales is recognized when control has transferred to the customer which typically occurs when the product has been shipped to the customer, risk of loss has transferred to the customer and the Company has a present right to payment for the system, chip or kit, as applicable. In certain limited circumstances when a product sale includes client acceptance provisions, the Company will first assess such terms to determine if the control of the good is being transferred to the customer in accordance with the agreed-upon specifications in the contract. To the extent that such acceptance provisions can be objectively determined to be aligned with the standard specifications of the arrangement, are defined and easily evaluated for completion, as well as do not afford the customer any additional rights or create additional performance obligations for the Company, such provisions would be determined perfunctory and would not preclude revenue recognition presuming all other criteria are met. If such acceptance provisions are considered to be substantive, revenue is recognized either when client acceptance has been obtained, client acceptance provisions have lapsed, or the Company has objective evidence that the criteria specified in the client acceptance provisions have been satisfied. Payment terms are generally thirty to ninety days from the date of invoicing. On a limited basis, the Company also enters into fixed-term sales-type lease arrangements with certain qualified customers. Service revenues Service revenues primarily consist of strategic partnerships and services agreements, service and warranty, training and installation services, platform support and feasibility studies on the Company’s advanced automation systems and workflows. Strategic partnerships and services agreements are agreements whereby the Company provides services for, among other things, the development of customized workflows, screening capabilities, or for customized consumables or advanced automation systems to meet a specific customer’s needs. These contracts can be executed on a time-and-materials basis and in certain cases include defined milestones associated with these development activities over extended periods of time, some in excess of twenty-four months. The Company’s services are generally provided primarily on a fixed fee basis with defined billing schedules. The Company reviews strategic partnerships and services agreements for revenue recognition at contract inception and generally recognizes revenue from these contracts over time, using either an input measure of progress based on costs incurred to date relative to total expected costs or on a time and materials basis. The Company recognizes revenue from the sale of extended warranty and enhanced service warranty arrangements over the respective period, while revenue on feasibility studies is recognized over time, using an input measure of progress based on costs incurred to date relative to total expected costs. Revenue on platform support is recognized as the services are performed. Service contracts are typically short-term in nature. Payment terms are generally thirty to ninety days from the date of invoicing. Contract assets and contract liabilities Contract assets include amounts where revenue recognized exceeds the amount invoiced to the customer and the right to payment is not solely subject to the passage of time. The Company’s contract asset balances of $1.8 million and $2.8 million as of December 31, 2022 and 2021, respectively, are primarily from its sales-type lease arrangements as well as its development and feasibility study agreements. The Company does not have impairment losses associated with contracts with customers for the years ended December 31, 2022 and 2021. Contract liabilities consist of fees invoiced or paid by the Company’s customers for which the associated services have not been performed and revenues have not been recognized based on the Company’s revenue recognition criteria described above. Such amounts are reported as deferred revenue on the consolidated balance sheets. Deferred revenue that is expected to be recognized during the following twelve months is recorded as a current liability and the remaining portion is recorded as non-current. Contract assets and contract liabilities are reported in a net position on an individual contract basis at the end of each reporting period. Contract assets are classified as current or long-term on the consolidated balance sheet based on the timing of when the Company expects to complete the related performance obligations and invoice the customers. Contract liabilities are classified as current or long-term on the consolidated balance sheet based on the timing when the revenue recognition associated with the related customer payments and invoicing is expected to occur. Costs to obtain or fulfill a contract Origination costs relate primarily to sales commissions to individuals that are directly related to sales transactions. Fulfillment costs generally include the direct cost of services such as platform support and feasibility studies. Origination and fulfillment costs that are internal to the Company are generally expensed when incurred because most of those costs are incurred concurrently with the delivery of the related goods and services, which are predominantly recognized at a point in time or are less than one year in nature. The origination costs that are related to long-term development agreements are capitalized and amortized over the relevant service period. Origination costs that are related to long-term development agreements are not material as of December 31, 2022 and 2021. Property and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets. Expenditures for major additions and improvements to property and equipment are capitalized and maintenance and repairs are charged to expense as incurred. Assets not yet placed in use are not depreciated. The estimated useful lives of the Company’s property and equipment are as follows: Equipment, tooling and molds 5—7 years Computer equipment and software 3—7 years Furniture, fixtures and other 3—7 years Leasehold Improvements Shorter of lease term or estimated useful life Other assets Other current assets and other assets consist primarily of contract assets discussed above, prepaid rent, prepaid insurance, advance payments made to certain vendors for future delivery of goods or services and software implementation costs for cloud-based hosting arrangements that are a service contract. The Company expenses all cloud-based hosting arrangement related costs (internal and external) that were incurred in the planning and post-implementation operation stages of such implementations and capitalizes costs related to the application development stage of such projects. Such projects primarily include, but are not limited to, the implementation of a new customer relationship management system and a new enterprise resource planning system. The capitalized costs are generally amortized on a straight-line basis over the estimated useful life starting on the date that the projects are placed into production and are ready for their intended use. As of December 31, 2022 approximately $0.4 million and $0.6 million were classified in prepaid expenses and other current assets and other assets, respectively. As of December 31, 2021 approximately $0.5 million and $0.5 million were classified in prepaid expenses and other current assets and other assets, respectively. Research and development costs Research and development costs primarily consist of salaries, benefits, incentive compensation, stock-based compensation, laboratory supplies, materials expenses and allocated facilities costs for employees and contractors engaged in research, product development and certain development arrangements. The Company expenses all research and development costs in the periods in which they are incurred. Advertising expenses The cost of advertising, marketing and media is expensed as incurred. For the years ended December 31, 2022, 2021 and 2020, advertising expenses totaled $1.8 million, $1.2 million and $1.4 million, respectively. Income taxes The Company’s provision for income taxes, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflects its best assessment of estimated future taxes to be paid. The Company’s provision for income taxes consists primarily of foreign taxes and state taxes in the United States. As the Company expands the scale and scope of its international business activities, any changes in the United States and foreign taxation of such activities may increase its overall provision for income taxes in the future. Deferred income taxes comprise the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards, and other tax credits measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. The Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses 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. The Company’s policy for interest and penalties related to uncertain tax positions is to recognize interest and penalties, if any, as a component of the provision for income taxes in the consolidated statements of operations and to include accrued interest and penalties within the related tax liability line in the consolidated balance sheets. For all periods presented, the Company has provided a valuation reserve equal to 100% of its deferred tax assets as the Company is not in a position to determine if its operating plans will be successful and result in taxable income to absorb any loss carryforwards. Stock-based compensation The Company maintains an incentive compensation plan under which stock options and restricted stock units (“RSU”s) are granted to employees, non-employee consultants and directors. Stock-based compensation expense is calculated based on the grant date fair value of the award. The Company determines the fair value of RSUs based on the closing price of the Company’s common stock as reported by Nasdaq on the date of the grant. The Company estimates the fair value of the majority of stock option awards on the grant date using the Black-Scholes option-pricing model. For option awards that include a goal tied to the Company share price (i.e. a market condition) the Company uses a Monte Carlo simulation to estimate the fair value. The fair value of stock options and RSUs with only a service condition is recognized as compensation expense on a straight-line basis over the requisite service period in which the awards are expected to vest and forfeitures are recognized as they occur. Stock options and RSUs that include a service condition and a performance condition are considered expected to vest when the performance condition is probable of being met. Compensation expense associated with performance awards that are determined to be probable of achievement is recognized over the requisite service period on a tranche-by-tranche basis. For performance stock options and RSUs not initially assessed as probable of achievement, the Company records a cumulative adjustment to compensation expense in the period the Company changes its determination that a performance condition becomes probable of being achieved. The Company ceases recognition of compensation expense in any periods where the Company determines the attainment of a performance condition is no longer probable. If the performance goals are determined to be improbable, any previously recognized compensation expense is reversed. The fair value of stock options with a market condition is recognized over the requisite service period for each tranche of the award and is recognized regardless of whether (or to what extent) the market condition is ultimately achieved. Long-lived assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future undiscounted net cash flows which the assets are expected to generate. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Fair value measurements The Company measures certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The Company’s fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market. • Level 1 - Quoted prices in active markets for identical instruments. • Level 2 - Other significant observable inputs (including quoted prices in active markets for similar investments). • Level 3 - Significant unobservable inputs. Product warranties The Company provides a 13-month assurance-type warranty, generally beginning on the shipment date, on its platforms and chip consumables. Upon shipment, the Company establishes an accrual for estimated warranty expenses based on historical data and trends of product reliability and costs of repairing and replacing defective products. The Company exercises judgment in estimating the expected product warranty costs, using data such as the actual and projected product failure rates, estimated repair costs, freight, material, labor, and overhead costs. While management believes that historical experience provides a reliable basis for estimating such warranty cost, unforeseen quality issues or component failure rates could result in future costs in excess of such estimates, or alternatively, improved quality and reliability in the Company’s products could result in actual expenses that are below those currently estimated. Foreign currency translation and transactions The Company has determined that the functional and reporting currency for its operations in the United Kingdom and China, which are its principal international entities, is the U.S. Dollar. Gains or losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other income (expense), net. Leases The Company determines the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter, if modified. The lease term includes any renewal options and termination options that the Company is reasonably certain to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment. Lease expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the consolidated statements of operations and comprehensive loss. For all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of lease assets and lease liabilities at the lease commencement date. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance and insurance, which varies based on future outcomes, and thus is recognized in rent expense when incurred. The Company also acts as a lessor to provide equipment financing through sales-type lease arrangements with certain qualified customers. Revenue from sales-type leases is presented on a gross basis when the company enters into a lease to realize value from a product that it would otherwise sell in its ordinary course of business. Amounts due and receivable under these arrangements are recorded at the outset of the arrangement as a contract asset in prepaid expenses and other current a ssets and other assets until such time that invoices are issued in accordance with the terms of the lease, at which point they are recorded as trade accounts receivable in the consolidated balance sheets. The Company subleases certain of its leased facilities. Income from subleased facilities is generally recognized on a straight-line basis and accounted for as a reduction to rent expense. Net loss attributable to common stockholders per share Net loss attributable to common stockholders per share is computed dividing net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock; however, potential common equivalent shares are excluded if their effect is anti-dilutive. In computing diluted net loss per share, the Company utilizes the treasury stock method. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities Short-Term Marketable Securities The Company invests in available-for-sale investment grade marketable debt securities consisting of money market funds, commercial paper, U.S. agency and U.S. government securities. At December 31, 2022, the Company’s short-term marketable securities all had contractual maturities due within one year. The Company did not hold any investments in marketable debt securities as of December 31, 2021. The following table summarizes the amortized costs and carrying value of the Company’s available-for-sale marketable debt securities, by balance sheet classification and by major security type, as of December 31, 2022 (in thousands): Marketable Securities reported as Cash Equivalents Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 2,354 $ — $ — $ 2,354 Commercial paper 16,606 — (4) 16,602 U.S. agency securities 3,969 1 — 3,970 U.S. government securities — — — — Total $ 22,929 $ 1 $ (4) $ 22,926 Marketable Securities reported as Short-term Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 22,158 $ 1 $ (11) $ 22,148 U.S. agency securities 4,941 1 — 4,942 U.S. government securities 19,159 5 (2) 19,162 Total $ 46,258 $ 7 $ (13) $ 46,252 At each reporting date, the Company performs an evaluation of impairment to determine if any unrealized losses are the result of credit losses. Impairment is assessed at the individual security level. Unrealized losses on available-for-sale debt securities as of December 31, 2022 were not significant and were primarily market driven due to changes in interest rates, and not due to increased credit risk associated with specific securities. Accordingly, the Company did not record an allowance for credit losses on these short term investments as of December 31, 2022. |
Significant Risks and Uncertain
Significant Risks and Uncertainties Including Business and Credit Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Significant risks and uncertainties including business and credit concentrations | Significant risks and uncertainties including business and credit concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term available-for-sale debt securities and trade receivables. The Company invests its excess cash in money market funds and short-term available-for-sale debt securities with the primary objective of facilitating liquidity and capital preservation. The Company has established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. Deposits in financial institutions may exceed the amounts of insurance provided on such deposits. To date, the Company has not experienced any realized losses on its deposits of cash, cash equivalents and marketable securities. The Company controls credit risk through credit approvals and monitoring procedures. The Company performs periodic credit evaluations of its customers and generally does not require collateral. Accounts receivable are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is based on management’s assessment of the collectability of specific customer accounts and the aging of the related invoices and represents the Company’s best estimate of expected credit losses in its existing trade accounts receivable. At each of December 31, 2022 and 2021, the Company had not recorded any material allowance for doubtful accounts. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | AcquisitionsOn December 21, 2022, the Company entered into a definitive agreement to acquire IsoPlexis Corporation (“IsoPlexis”) in an all-stock transaction with an estimated purchase price of $57.8 million as of December 16, 2022 (“IsoPlexis Acquisition”). Under the terms of the agreement, IsoPlexis shareholders will receive 0.612 shares of Berkeley Lights stock for each IsoPlexis share they hold. Following the close of the transaction, Berkeley Lights shareholders will own approximately 75.2 percent of the combined company, and IsoPlexis shareholders will own approximately 24.8 percent of the combined company. The transaction is subject to approval by shareholders of both Berkeley Lights and IsoPlexis and other customary closing conditions. |
Revenue From Contract With Cust
Revenue From Contract With Customers | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from contracts with customers | Revenue from contracts with customers The Company’s revenue consists of both product revenue and service revenue, which is generated through the following revenue streams: (i) platform, (ii) recurring, and (iii) partnerships. The following tables provide an overview of the Company’s revenue streams and how the Company reports revenue in its consolidated statements of operations: Income Statement Classification Product or Service sold Revenue Stream Product revenue Sale of advanced automation systems (Beacon and Lightning systems, Culture Station) Platform Software and workflow licenses Platform Fixed term sales-type lease arrangements with qualified customers Platform Quarterly workflow subscriptions, annual or multi-year subscriptions arrangements (e.g. TechAccess) Recurring Consumables and reagent kits (e.g. OptoSelect chips) Recurring Service revenue Strategic partnerships, joint development and collaboration agreements where we provide services for development of new workflows, cells or organism types Partnerships Application support, installation and training Platform Fixed fee extended warranty and service programs Recurring The following tables provide information by revenue stream for the periods presented (in thousands): Year ended December 31, 2022 Product Service Total Platform $ 34,527 $ 1,267 $ 35,794 Recurring 14,403 10,412 24,815 Partnerships — 17,986 17,986 Total revenue $ 48,930 $ 29,665 $ 78,595 Year ended December 31, 2021 Product Service Total Platform $ 44,366 $ 1,996 $ 46,362 Recurring 12,209 6,947 19,156 Partnerships — 19,870 19,870 Total revenue $ 56,575 $ 28,813 $ 85,388 Year ended December 31, 2020 Product Service Total Platform $ 42,435 $ 2,221 $ 44,656 Recurring 9,151 4,737 13,888 Partnerships — 5,759 5,759 Total revenue $ 51,586 $ 12,717 $ 64,303 Revenues by geographical markets are presented in Note 19. Performance obligations A significant number of the Company’s product and service sales, as well as its feasibility study arrangements, are short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. As of December 31, 2022, the aggregate amount of remaining performance obligations that are unsatisfied or partially unsatisfied related to customer contracts in excess of one year was $13.9 million, which, to the extent invoiced, is included in deferred revenue on the Company’s consolidated balance sheets, of which approximately 42% is expected to be recognized as revenue in the next 12 months, with the remainder afterwards. Contract balances The following table provides information about receivables, contract assets and deferred revenue from contracts with customers (in thousands): December 31, 2022 2021 Trade accounts receivable $ 18,534 $ 25,942 Contract assets, which are included in “Prepaid expenses and other current assets” $ 1,283 $ 1,736 Contract assets, long-term, which are included in “Other assets” $ 549 $ 1,070 Deferred revenue (current) $ 9,092 $ 12,128 Deferred revenue (non-current) $ 963 $ 2,187 The contract liabilities of $10.1 million and $14.3 million as of December 31, 2022 and December 31, 2021, respectively, consisted of deferred revenue related to extended warranty service agreements, strategic partnerships and services agreements, and advanced automation system arrangements. Revenue recorded during the year ended December 31, 2022 included $12.3 million of previously deferred revenue that was included in contract liabilities as of December 31, 2021. Sales-type lease arrangements The Company also enters into sales-type lease arrangements with certain qualified customers. Revenue related to lease elements from sales-type leases is presented as product revenue The following table presents the future maturity of the Company’s fixed-term customer leases and reconciles the undiscounted cash flows from the amounts due from customers under such arrangements as of December 31, 2022 (in thousands): Year ending December 31, Sales-Type 2023 $ 1,287 2024 445 2025 408 Total undiscounted cash flows 2,140 Less: unearned income (219) Total amounts due from customers (1) $ 1,921 (1) Of the $1.9 million, $0.3 million is recorded in trade accounts receivable, with the remaining balance recorded in contract assets. |
Balance Sheet Accounts
Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance sheet accounts | Balance sheet accounts Inventory The following table shows the components of inventory (in thousands): December 31, 2022 2021 Raw materials $ 11,946 $ 8,296 Finished goods 6,915 6,251 Total $ 18,861 $ 14,547 Prepaid expenses and other current assets The following table shows the components of prepaid expenses and other current assets (in thousands): December 31, 2022 2021 Contract asset $ 1,283 $ 1,736 Vendor deposits 126 2,802 Deferred costs 472 561 Prepaid insurance 2,025 2,944 Other (1) 2,877 3,942 Total $ 6,783 $ 11,985 (1) Other includes primarily prepaid rent expenses, software licenses and prepaid VAT. Accrued expenses and other current liabilities The following table shows the components of accrued expenses and other current liabilities (in thousands): December 31, 2022 2021 Accrued payroll and employee related expenses $ 7,410 $ 6,757 Lease liability—short-term 3,291 2,941 Accrued product warranty 749 1,085 Accrued legal expenses (1) 8,271 504 Other (2) 1,619 1,138 Total $ 21,340 $ 12,425 (1) The increase in accrued legal expense was primarily driven by increased legal fees incurred in connection with the IsoPlexis Acquisition and contract arbitration. (2) Other includes accrued income taxes, sales taxes, accrued royalties and other miscellaneous accruals. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial instruments | Fair value of financial instruments The following is a description of the valuation techniques the Company uses to measure the fair value of assets and reports fair value on a recurring basis: • Cash equivalents: At December 31, 2022, the Company’s cash equivalents consisted of money market funds and short-term marketable securities. Money market funds are highly liquid investments and are actively traded and pricing information is readily available. Accordingly, the Company classifies these securities as Level 1 of the fair value hierarchy. • Short Term Marketable Securities: At December 31, 2022, the Company’s short-term marketable securities consisted of commercial paper, U.S. agency securities and U.S. government securities. The Company values short-term marketable securities using quoted prices in active markets for similar instruments. Accordingly, the Company classifies marketable securities as Level 2 of the fair value hierarchy. The carrying amounts of the Company’s cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other current liabilities as of December 31, 2022 and December 31, 2021 approximate fair value due to their relatively short maturities. At December 31, 2022 and 2021, the fair value measurements of the Company’s assets measured on a recurring basis were as follows (in thousands): December 31, 2022 Quoted Prices Significant Significant Cash equivalents: Money market funds $ 2,354 $ 2,354 $ — $ — Commercial paper 16,602 — 16,602 — U.S. agency securities 3,970 — 3,970 — Total cash equivalents 22,926 2,354 20,572 — Debt securities, available for sale: Commercial paper 22,148 — 22,148 — U.S. agency securities 4,942 — 4,942 — U.S. government securities 19,162 — 19,162 — Total debt securities, available for sale 46,252 — 46,252 — Total assets measured at fair value $ 69,178 $ 2,354 $ 66,824 $ — December 31, 2021 Quoted prices Significant Significant Cash equivalents: Money market funds $ 25,138 $ 25,138 $ — $ — Total cash equivalents $ 25,138 $ 25,138 $ — $ — The carrying values and fair values of the Company’s financial instruments not measured at fair value were as follows (in thousands): December 31, 2022 2021 Carrying Fair value Carrying Fair value Long-term debt, including current maturities $ 19,826 $ 17,443 $ 19,762 $ 19,298 The Company estimated the fair value of its long-term debt using a market-based approach that considers an average cost of debt. The Company has incorporated its own credit risk for all liability fair value measurements. Such fair value measurements are considered Level 2 under the fair value hierarchy. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment, net comprised the following (in thousands): December 31, 2022 2021 Equipment, tooling and molds $ 36,152 $ 33,972 Computer software and equipment 2,667 3,019 Furniture, fixtures and other 2,007 1,891 Leasehold improvements 10,836 6,105 Construction in process 1,409 4,803 Total property and equipment 53,071 49,790 Less: accumulated depreciation (29,224) (21,798) Property and equipment, net (1) $ 23,847 $ 27,992 (1) Includes $0.1 million of assets held for sale at December 31, 2022. Total depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $9.0 million, $5.6 million and $5.1 million, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases office, manufacturing, distribution and laboratory facilities in various locations in the United States, primarily in Emeryville, California. The Company also leases facilities in Shanghai, China for office and laboratory facilities. On December 28, 2022, the Company entered into a sub-lease arrangement for its facility in Lexington, Massachusetts. Future payments associated with the Company’s operating lease liabilities as of December 31, 2022 are as follows (in thousands): Operating leases Undiscounted lease payments for the year ending December 31, 2023 $ 4,419 2024 4,507 2025 4,524 2026 4,621 2027 4,759 Thereafter 7,464 Total undiscounted lease payments 30,294 Less: implied interest (4,212) Less: tenant improvement allowance receivable (65) Present value of operating lease payments 26,017 Less: current portion (1) (3,291) Total long-term operating lease liabilities $ 22,726 (1) Included in the balance sheet caption “Accrued expenses and other current liabilities.” Rent expense for the years ended December 31, 2022, 2021 and 2020 was $4.4 million, $3.8 million and $2.6 million, respectively. Under the terms of the lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability. Variable lease payments for operating leases were $3.1 million, $2.3 million and $1.6 million for the years ended December 31, 2022, 2021 and 2020, respectively, including non-lease components such as common area maintenance fees. The following information represents supplemental disclosure for the statement of cash flows related to operating leases (in thousands): Year ended December 31, 2022 Year ended December 31, 2021 Right-of-use assets obtained for new operating lease liabilities - New leases $ 386 $ 3,348 Right-of-use assets obtained in exchange for new operating lease liabilities - Modification of existing leases $ — $ 8,320 Cash paid for amounts included in the measurement of lease liabilities $ 2,946 $ 3,675 The following summarizes additional information related to operating leases: Year ended December 31, 2022 Year ended December 31, 2021 Weighted-average remaining lease term (years) 6.48 7.51 Weighted average discount rate 4.66 % 4.67 % |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes payable | Notes payable On May 23, 2018, the Company entered into a Loan and Security Agreement (“Loan Agreement”) with East West Bank (“EWB”) pursuant to which EWB agreed to provide a $20.0 million term loan facility (“Term Loan”). The Term Loan was fully drawn as of May 23, 2018. On June 30, 2021, the Company entered into an amended and restated loan and security agreement (“Amended Loan Agreement”) with EWB. Pursuant to the Amended Loan Agreement, EWB provided a $20.0 million term loan (“Amended Term Loan”) which was used to refinance the Term Loan outstanding under the Loan Agreement dated May 23, 2018. The Amended Term Loan matures in 48 months and bears interest at a fixed rate of 4.17%. The Amended Term Loan has an initial interest-only period of 24 months, which can be extended to up to 36 months based on the achievement of certain liquidity measures, and can be pre-paid without penalty at any time. The Amended Loan Agreement grants EWB a security interest in and liens on all assets of the Company, excluding intellectual property, which is subject to a double negative pledge. In addition, certain other terms of the original agreements as previously in effect were amended by the Amended Loan Agreement, including certain financial covenants. The Amended Term Loan was accounted for as a debt modification and the Company capitalized incremental debt issuance costs. Furthermore, the Amended Loan Agreement also provided the Company with a new $10.0 million revolving credit (“Revolving Line”), which bears interest on the outstanding daily balance thereof of 0.70% above the Prime Rate (as defined in the Amended Loan Agreement). No amounts were outstanding under the Revolving Line as of December 31, 2022 and 2021. The Amended Loan Agreement contains certain financial and non-financial covenants. As of December 31, 2022, the Company was in compliance with the terms and covenants of the Amended Term Loan. The following is a schedule of payments due on notes payable as of December 31, 2022 (in thousands): Year Ending December 31 2023 $ 5,801 2024 10,442 2025 5,061 Total payments due 21,304 Less: Interest payments, loan discounts and financing costs (1,478) Current portion, less loan discounts and financing costs (4,966) Notes payable, net of current portion $ 14,860 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity The Company’s Amended and Restated Certificate of Incorporation authorizes it to issue 310,000,000 shares of capital stock consisting of 300,000,000 shares of common stock and 10,000,000 of preferred stock. Common stock Common stock issued and outstanding was 72,169,052 and 67,595,535 shares as of December 31, 2022 and 2021, respectively. Holders of common stock are entitled to one vote per share, to receive dividends when and if declared and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding up and dissolution of the Company. Convertible preferred stock The Company had no convertible preferred stock outstanding as of December 31, 2022 and 2021. The Company completed its IPO in July of 2020. Immediately prior to the completion of the IPO 50,462,272 shares of convertible preferred stock then outstanding converted into an equivalent number of shares of common stock. Fraudulent issuance of shares In November 2022, the Company became aware that an unknown third-party, impersonating a Company employee over e-mail through domain spoofing, fraudulently induced the Company’s transfer agent (“Transfer Agent”) to issue and convey 3.3 million purported shares of the Company’s common stock (“Purported Shares”), which shares the Company believes were subsequently sold on the open market approximately between October 7, 2022, and November 3, 2022. Working with the Transfer Agent, the Company has recovered approximately $9.2 million in cash. For accounting purposes, approximately $8.1 million has been recorded as a credit to additional paid-in capital and a financing inflow on the consolidated statement of cash flows, consistent with the accounting as though the Company had issued the 3.3 million shares through normal channels, as that amount is equal to the trading value of the purported shares at issue as of December 16, 2022. The Company is accounting for the remaining $1.1 million recovered funds as a reimbursement for legal fees and other expenses it incurred as a result of this incident. Subsequent event The Company’s Board has determined that the issuance of the Purported Shares, even though it occurred without any involvement or knowledge by the Company, may be treated as a defective corporate act that involves the issuance of shares of putative stock (as defined in Section 204(h) of the Delaware General Corporation Law) without proper Company authorization (“Defective Act”). The Company’s Amended and Restated Certificate of Incorporation provides a sufficient number of authorized shares of the Company’s common stock to ratify the Defective Act. The Board adopted a resolution ratifying the Defective Act on February 14, 2023. |
Stock Compensation Plan
Stock Compensation Plan | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock compensation plan | Stock compensation plan 2011 Equity Incentive Plan Following the adoption of the 2020 Incentive Award Plan in July 2020, any awards outstanding under the 2011 Plan continue to be governed by their existing terms but no further awards may be granted under the 2011 Plan. The shares underlying stock options issued under the 2011 Plan, which are forfeited after the effective date of the 2020 Plan, as described below, will be automatically added to the number of shares reserved for issuance under the 2020 Plan. 2020 Incentive Award Plan In July 2020, the Company’s Board approved the 2020 Incentive Award Plan (“2020 Plan”). The 2020 Plan allows for the issuance of stock options and RSUs that vest based on the attainment of service, performance and/or market conditions. As of December 31, 2022, the number of shares remaining for issuance under the 2020 Plan was 12,690,281, which includes shares subject to awards granted and outstanding under the 2011 Plan that are forfeited or lapse unexercised after the effective date of the 2020 Plan. Stock options can be granted with an exercise price less than, equal to or greater than the stock’s fair value at the date of grant. The exercise price of an incentive stock option and non-qualified stock option granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant, as determined by the Board. Stock-option awards generally have 10-year terms, except for incentive stock option awards to 10% stockholders which have 5-year terms, and awards to employees generally vest and become fully exercisable after 4 years of service from the date of grant. Vesting of stock options with a performance condition are contingent upon the attainment of certain operational or financial metrics. Vesting of stock options with a market condition are contingent upon the attainment of certain Company share prices. The Company also grants RSUs with a service condition as well as RSUs with both a service and performance condition. RSUs with only a service condition generally vest over a four-year period with equal vesting annually. Vesting of RSUs with both a service and performance condition are contingent upon the attainment of certain operational or financial metrics. The Company currently uses authorized and unissued shares to satisfy option exercises and settlement of equity awards. Stock option activity Stock option activity during the periods indicated is as follows (in thousands except share and per share data): Number of Weighted Weighted Aggregate Balance at December 31, 2021 6,732,197 $ 15.59 7.31 $ 58,979 Options granted 2,462,763 $ 5.07 Options exercised (299,173) $ 2.81 Options cancelled (1,075,499) $ 18.33 Options expired (5,000) $ 0.06 Balance at December 31, 2022 7,815,288 $ 8.03 7.19 $ 826 Unvested at December 31, 2022 3,350,557 $ 7.28 8.76 $ — Vested and exercisable at December 31, 2022 4,464,731 $ 8.59 6.02 $ 826 Amounts in the table above are inclusive of performance and market-based stock options as discussed in more detail below. During the years ended December 31, 2022, 2021 and 2020, the Company granted 2,462,763, 917,701 and 2,403,270 stock options, respectively, with a weighted-average grant date fair value of $2.87 per share, $22.43 per share and $12.09 per share, respectively. The aggregate intrinsic value of options exercised was $0.9 million, $147.5 million and $58.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price and the estimated fair value of the Company’s common stock at the date of exercise. At December 31, 2022 there was $15.6 million of total unrecognized compensation cost related to unvested stock options granted under the 2011 Plan and 2020 Plan, which is expected to be recognized over a weighted average period of 2.27 years. Option Repricing On May 19, 2022, the Company’s Board elected to reprice all outstanding stock options granted to non-executive employees of the Company under the Berkeley Lights, Inc. 2020 Incentive Plan with a strike price above the closing price of the Company’s common stock as reported by Nasdaq as of May 19, 2022. The new strike price for these repriced stock options is $4.91, which was the May 19, 2022 closing price. There were no other modifications to these options, including vesting schedules. Options representing 763,307 underlying shares were included in this repricing and the total incremental expense associated with the modification of these options was $1.5 million, of which $0.5 million was recorded in the second quarter of 2022 with the remaining to be recognized through February 22, 2026. In addition, non-executive employees of the Company with outstanding options granted under the Berkeley Lights 2011 Equity Incentive Plan with a strike price above the closing price of the Company’s common stock as reported on Nasdaq as of May 19, 2022 were granted an RSU for every two stock options held with a strike price above the closing price as of May 19, 2022. These RSUs were granted on June 1, 2022 and vest in full on June 1, 2024, subject to the employee’s continued service. An aggregate total of 353,625 RSUs were granted to such employees resulting in $1.5 million of compensation expense, of which approximately $55 thousand was recorded in the second quarter of 2022 with the remaining to be recognized through June 1, 2024. Stock option valuation assumptions for awards to employees and the Board of Directors The Company estimated the fair value of each employee and member of the Board stock option grant on the date of grant using the Black-Scholes option pricing model. The model assumptions include expected volatility, expected term, dividend yield, and the risk-free interest rate. The expected volatility was based on the volatility of a group of similar entities. The Company derived expected term by using the “simplified” method (the expected term is determined as the average of the time-to-vesting and contractual life of the option), as the company has limited historical information to develop expectations about future exercise patterns and post vesting employment termination behavior. The Company based the risk-free rate on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the option. The Company has never paid any dividends and does not anticipate paying dividends in the foreseeable future, and therefore used an expected dividend yield of zero in the valuation model. Below are the assumptions used in this valuation, on a weighted average basis, for the periods presented: Year ended December 31, 2022 2021 2020 Expected dividend yield — % — % — % Expected volatility 67.7 % 57.4 % 47.3 % Expected term (years) 7.06 6.14 6.00 Risk-free interest rate 2.51 % 1.06 % 0.63 % Restricted stock unit activity, including performance stock unit activity Restricted Stock Units Weighted Average Grant Date Fair Value (per share) Unvested restricted stock units at December 31, 2021 906,294 $ 34.59 Restricted stock units granted (1) 5,193,923 $ 5.38 Restricted stock units vested (823,620) $ 12.43 Restricted stock units cancelled (876,143) $ 15.73 Unvested restricted stock units at December 31, 2022 4,400,454 $ 8.00 (1) Amount includes the maximum amount of RSUs available for issuance for awards that include a service or performance condition. The actual number of shares to be issued will depend on the relative attainment of the performance metrics. The Company estimates the fair value of its restricted stock unit awards based on the Company’s stock price on the grant date. The total fair value of restricted stock units vested during 2022 and 2021 was $3.3 million and $2.3 million, respectively. At December 31, 2022 there was $28.2 million of total unrecognized compensation cost related to unvested RSUs granted under the 2020 Plan, which is expected to be recognized over a weighted average period of 2.76 years. Stock-based compensation expense Stock-based compensation related to the Company’s stock-based awards was recorded as an expense and allocated as follows (in thousands): Year ended December 31, 2022 2021 2020 Cost of sales $ 317 $ 254 $ 290 Research and development 6,145 5,672 5,201 Selling, general and administrative 15,732 15,296 5,426 Total stock-based compensation $ 22,194 $ 21,222 $ 10,917 Stock-based compensation for the year ended December 31, 2020 includes $2.4 million of expense related to the modification of certain stock options related to the retirement of one of the Company’s non-executive employees, which was recognized at the time of the modification. Stock-based compensation expense capitalized in inventory during the years ended December 31, 2022 and 2021 was immaterial. 2022 CEO Equity Grants On March 10, 2022, the Company granted its newly appointed Chief Executive Officer 1,017,177 RSUs, 339,059 time-based stock options and 678,118 performance-based stock options (“PSOs”). The RSUs and time-based stock options vest quarterly over 3 years and the time-based stock options have a 10 year term. The PSOs have a 7-year performance period, a 10-year term and vest based upon the achievement of certain market conditions and a continued service-based requirement. Market condition-related vesting is triggered based on the Company’s stock price reaching certain goals that range from two to 20 times the Company share price on the date of grant. Although no PSOs will vest until a market condition is satisfied, as of March 31, 2022, the Company began recording stock-based compensation expense for each vesting tranche of the PSOs based on the estimated achievement date of the specified stock price target. The valuation and probability of achievement for each tranche is determined using a Monte Carlo simulation. The same Monte Carlo simulation is used as the basis for determining the expected achievement date. As the probability of achievement is factored in as part of the Monte Carlo simulation, the expense for these tranches will be recognized concurrently over each tranche’s estimated achievement date even if some or all of the PSOs never vest. If the related market condition for a tranche is achieved earlier than expected, all unamortized expense for such tranche will be recognized immediately. As of December 31, 2022, none of the PSOs had vested. Stock-based compensation associated with awards to non-employees Since its inception, from time to time the Company has issued stock-based awards to non-employees, primarily in the form of stock options and RSUs. Stock-based compensation expense related to stock-based awards to non-employees is recognized as the stock-based awards are earned, generally through the provision of services. The Company believes that the fair value of the stock-based awards is more reliably measurable than the fair value of the services received. During the years ended December 31, 2022, 2021 and 2020, the Company granted a total of 756, 2,994 and 657,500 stock-based awards, respectively, to certain non-employees that generally vest over periods ranging from 1 to 3 years. Stock-based compensation expense related to non-employee awards wa s $0.6 million, $2.0 million and $2.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. The fair value of non-employee stock options was estimated using the following weighted-average valuation assumptions: Year ended December 31, 2022 2021 2020 Expected dividend yield (a) (a) — % Expected volatility (a) (a) 50.2 % Expected term (years) (a) (a) 5.67 Risk-free interest rate (a) (a) 0.37 % (a) During the years ended December 31, 2022 and 2021, the Company did not grant any stock options to non-employees. The assumptions for stock option grants to non-employees were determined in a matter consistent with those of the option awards granted to employees, other than the expected term, which was based on the contractual term of the award. Employee Stock Purchase Plan A total of 1,619,235 shares of the Company’s common stock were available for issuance under the 2020 Employee Stock Purchase Plan (“ESPP”) at December 31, 2022. The ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. The price at which 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 initial offering period for the ESPP ran from July 17, 2020 through March 6, 2021, with subsequent offering periods following in six month intervals. During the years ended December 31, 2022 and 2021, 150,724 and 163,008 shares were issued under the ESPP. Total stock-based compensation recorded for the ESPP was $0.5 million, $1.2 million and $0.7 million for the years ended December 31, 2022, 2021 and 2020 respectively. For the years ended December 31, 2022 and 2021, the weighted average grant date fair value of the ESPP shares purchased, using the Black-Scholes option pricing model, was $9.50 and $10.40, respectively. For the years ended December 31, 2022 and 2021, the fair value of the ESPP was estimated using the following weighted-average valuation assumptions: Year ended December 31, Year ended December 31, 2022 2021 Expected dividend yield — % — % Expected volatility 60.9 % 72.1 % Expected term (years) 0.50 0.56 Risk-free interest rate 22.00 % 0.11 % |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring Restructuring During 2022, the Company adopted a new strategic plan with the intention of reducing costs and better aligning the organization with the Company’s long-term goals. As a result, the Company approved a set of restructuring initiatives in which the Company incurred net charges of $3.5 million These restructuring charges included (i) $1.1 million of employee severance and termination-related costs associated with the termination of approximately 12% of total full-time employees in the third quarter of 2022 and (ii) $2.5 million of non-labor related charges, consisting primarily of costs associated with the sublease of office and laboratory facilities in Lexington, Massachusetts, including the write-down of assets held for sale to their net realizable value, and the write-down of certain vendor deposits that will no longer be used in ongoing operations. As of December 31, 2022, the Company has not fully completed its restructuring efforts. It is unable to currently estimate future restructuring charges, but will record any additional restructuring-related expenses as they are incurred. Changes in the Company’s restructuring activities and accrual are set forth in the table below (in thousands): Employee severance and termination benefits Non labor restructuring Total Accrual at December 31, 2021 $ — $ — $ — Restructuring charges 1,058 2,455 3,513 Cash payments (928) — (928) Non-cash settlements — (2,348) (2,348) Accrual at December 31, 2022 $ 130 $ 107 $ 237 Restructuring liabilities are included in accrued expenses and other current liabilities in the consolidated balance sheet. Subsequent Event During the first quarter of 2023, the Company announced another reduction in force terminating approximately 9% of total full-time employees. The Company estimates it will incur severance and employee-related restructuring costs of approximately $0.8 million related to this activity, substantially all of which the Company expects to incur in the first quarter of 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes Income taxes For the years ended December 31, 2022, 2021 and 2020, income from continuing operations before taxes consisted of amounts related to U.S. operations and the Company’s foreign operations. Income tax expense (benefit) attributable to income from continuing operations consists of (in thousands): Year ended December 31, 2022 2021 2020 Current provision (benefit): Federal $ — $ — $ — State 17 26 70 Foreign 83 (81) 104 Total current provision (benefit) 100 (55) 174 Deferred provision: Federal — — — State — — — Foreign — — — Total deferred provision — — — Total provision (benefit) $ 100 $ (55) $ 174 Tax rate reconciliation Income tax expense (benefit) attributable to income from continuing operations was $100,000, $(55,000) and $174,000 for the years ended December 31, 2022, 2021 and 2020, respectively, and differed from the amounts computed by applying the U.S. federal statutory income tax rate to loss from continuing operations as a result of the following (in thousands): Year ended December 31, 2022 2021 2020 Tax benefit at federal statutory rate $ (20,568) $ (15,074) $ (8,696) State income taxes (1,568) (2,817) (1,012) Foreign rate differential (57) (434) 84 Research and development credits (2,656) (3,420) (2,740) Change in unrecognized tax benefits 996 1,283 1,028 Non-deductible stock-based compensation 3,028 (21,692) (5,184) Non-deductible permanent expenses (98) 629 87 Other (329) 509 306 Change in valuation allowance 21,352 40,961 16,301 Provision for (benefit from) income taxes $ 100 $ (55) $ 174 Significant components of deferred taxes The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2022 and 2021 are presented below (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 92,313 $ 85,326 Income tax credit carryforwards 12,130 10,471 Capitalized research and development expenses 11,102 — Accruals and reserves 2,684 1,996 Deferred revenue 2,246 3,243 Operating lease liability 5,864 6,150 Stock-based compensation 3,399 2,578 Inventory 414 266 Total gross deferred tax assets 130,152 110,030 Less valuation allowance (124,121) (102,769) Net deferred tax assets 6,031 7,261 Deferred tax liabilities: Contract assets (414) (636) Receivables and deferred costs (231) (226) Operating lease right-of-use asset (5,257) (5,876) Depreciation expense (129) (523) Total gross deferred tax liabilities (6,031) (7,261) Net deferred tax assets $ — $ — As of December 31, 2022, the Company had federal, California and other state net operating loss carryforwards of $378.8 million, $101.8 million and $81.8 million, respectively. The federal net operating losses incurred before January 1, 2018 and California net operating losses will begin to expire in 2031. The federal net operating losses incurred in 2018 and beyond do not expire. The net operating losses in the other states will begin to expire in 2035. As of December 31, 2022, the Company had credit carryforwards of approximately $11.8 million and $10.1 million available to reduce future taxable income, if any, for federal and California state income tax purposes, respectively. The federal research and development credit carryforwards expire beginning 2031, and California state credits can be carried forward indefinitely. On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Act") was signed into law. The Tax Act significantly revised the U.S. tax code generally effective January 1, 2018. Beginning in 2022, the Tax Act requires capitalization of research and development costs, which has been accounted for in the current year provision. Management believes that, based on a number of factors, which includes the Company’s historical operating performance and accumulated deficit, it is more likely than not that the deferred tax assets will not be utilized, such that a full valuation allowance has been recorded against the Company’s deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Such assessment is required on a jurisdiction by jurisdiction basis. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The valuation allowance for deferred tax assets consisted of the following activity for the years ended December 31, 2022 and 2021 (in thousands): Year ended December 31, 2022 2021 Balance, beginning of year $ 102,769 $ 61,808 Additions to valuation allowance 21,352 40,961 Balance, end of year $ 124,121 $ 102,769 The Company intends to continue maintaining a full valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Utilization of net operating losses and tax credit carryforwards may be limited by ownership change rules, as defined in Section 382 of the Internal Revenue Code (“Section 382”). Similar rules may apply under state tax laws. Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. The Company has assessed the application of Section 382 during the years ended December 31, 2022 and concluded no limitation currently applies. The Company will continue to monitor activities in the future, and in the event the Company has subsequent changes in ownership, net operating losses and research and development credit carry-overs, which are reserved by the full deferred tax asset valuation allowance, could be limited and may expire unutilized. During the years ended December 31, 2022 and 2021, the amount of gross unrecognized tax benefits increased by $1.1 million and $1.4 million, respectively. If the total amount of unrecognized tax benefits was recognized, it would not have an impact to the effective tax rate as it would be offset by the reversal of related deferred tax assets which are subject to a full valuation allowance. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2022 and 2021 is as follows (in thousands): Year ended December 31, 2022 2021 Balance, beginning of year $ 7,390 $ 5,972 Increase related to current year tax positions 1,100 1,418 Balance, end of year $ 8,490 $ 7,390 The Company recognizes interest and penalties related to uncertain tax positions as part of the income tax provision. To date, such interest and penalties have not been material. |
Statements of Cash Flows
Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Statements of cash flows | Statements of cash flows The supplemental cash flow information consists of the following (in thousands): Year ended December 31, 2022 2021 2020 Cash paid for interest $ 563 $ 969 $ 1,368 Cash paid for income taxes $ 37 $ 3 $ 108 Non cash investing and financing activities: Property and equipment transferred to inventory (1) $ 2,680 $ — $ — Inventory transferred to property and equipment (2) $ — $ 2,705 $ — Change in accounts payable and accrued liabilities related to purchases of property and equipment $ (46) $ 828 $ (118) Release of repurchase rights on early exercised options $ — $ — $ 328 (1) Primarily relates to Beacons that were located at the Company’s Lexington, Massachusetts laboratory which the Company subleased at the end of 2022. As a result of subleasing the facility, these Beacons were transferred from Lexington and are now classified in inventory as of the fourth quarter of 2022. (2) Primarily relates to Beacons that were transferred to the Company’s BioFoundry operations in the first and second quarter of 2021. As a result of the growth of the Company’s BioFoundry operations, including growth in the number of Beacons used to fulfill strategic partnerships and services agreements, beginning in the third quarter of 2021, Beacons that at inception are planned to be used in the Company’s BioFoundry operations will be categorized as “Purchase of property and equipment.” |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Licensing agreements In October of 2011, the Company entered into a license agreement, which was subsequently amended in March 2016 (“UC Agreement”), with The Regents of the University of California (“UC Regents”), pursuant to which UC Regents granted the Company an exclusive, sublicensable, worldwide license under certain patent rights owned by UC Regents related certain of the Company’s products. The Company paid UC Regents upfront payments totaling $15,000 in connection with executing the UC Agreement. In addition, the Company issued 250,992 shares of common stock to certain persons associated with UC Regents in July 2013. The Company pays UC Regents a sub-single digit percentage royalty on the Company’s net sales of certain products covered by the licensed patents, subject to an annual minimum royalty payment of $10,000. The UC Agreement will continue until the expiration of the last to expire patent or last to be abandoned patent application that is licensed to the Company, unless terminated earlier in accordance with the terms of the UC Agreement. Legal proceedings From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its financial statements for these matters when a loss is known and considered probable and the amount can be reasonably estimated. The Company does not recognize gain contingencies until they are realized. Legal costs incurred relating to loss contingencies are expensed as incurred. AbCellera Biologics Litigation In July through September 2020, AbCellera Biologics Inc. (“AbCellera”) filed a series of complaints in the United States District Court for the District of Delaware, alleging that the Company infringed and continues to infringe, directly and indirectly, the following patents exclusively licensed by AbCellera by making, using, offering for sale, selling and/or importing the Company’s Beacon and Culture Station instruments and the OptoSelect chips, and sale of the Opto Plasma B Discovery Workflow: U.S. Patent Nos. 10,107,812, 10,274,494, 10,466,241, 10,578,618, 10,697,962, 10,087,408, 10,421,936, 10,704,018, 10,718,768, 10,738,270, 10,746,737, 10,753,933, 10,775,376, 10,775,377, and 10,775,378. The University of British Columbia (“UBC”), the owner of the patents, joined AbCellera as a named plaintiff in the lawsuits. AbCellera and UBC are seeking, among other things, judgment of infringement, a permanent injunction and damages (including lost profits, a reasonable royalty, reasonable costs and attorney’s fees, and treble damages for willful infringement). In addition to procedural motions, the Company has filed an answer and counterclaims in response to each of the lawsuits. The Company’s counterclaims in each lawsuit include counts for declaratory judgment of non-infringement of the asserted patents, for declaratory judgment of invalidity of the asserted patents, for declaratory judgment of unenforceability of the asserted patents due to inequitable conduct, and unfair competition under state and federal law. The Company filed a motion to transfer the lawsuits to the United States District Court for the Northern District of California, which was granted and where the lawsuits have been consolidated and are now pending (“Consolidated Lawsuit”). On May 6, 2021 and pursuant to Court Order, AbCellera and UBC reduced, without prejudice, the asserted patents in the consolidated lawsuit to the following: US Patent Nos. 10,087,408, 10,421,936, 10,738,270, 10,697,962, 10,753,933, 10,775,376 and 10,775,378. On July 1, 2021, the court issued a Case Management Order that, among other things, scheduled a jury trial date of December 12, 2022, and requires AbCellera and UBC to reduce the number of asserted patents to no more than two, and the total asserted patent claims to no more than four per patent prior to the trial. In July 2021 and August 2021, the Company filed petitions for inter Partes Review (“IPR”) with United States Patent and Trademark Office (“USPTO”), challenging the validity of various asserted claims of U.S. Patent No. 10,087,408 and all asserted claims of U.S. Patent Nos. 10,421,936 and 10,739,270. In August 2021, the court stayed the Consolidated Lawsuit pending the outcome of the IPR proceedings. In January 2022, the Patent Trial and Appeal Board (“PTAB”) of the USPTO issued a decision instituting IPR on U.S. Patent No. 10,087,408 and a decision denying IPR on U.S. Patent No. 10,421,936. In February 2022, the PTAB issued a decision denying IPR on U.S. Patent No. 10,739,270. More recently, in January 2023, the PTAB issued a decision upholding the validity of the challenged claims in U.S. Patent No. 10,087,408. The consolidated lawsuits remain stayed at this time. The Company believes that the patent assertions by AbCellera and UBC are without merit and it intends to defend itself vigorously. The Company also intends to proceed with its claims and counterclaims against AbCellera and UBC. Outcomes in litigation can be uncertain and it is possible a court may disagree with the Company’s position. An adverse determination in these lawsuits could subject the Company to significant liabilities, require it to seek licenses from or pay royalties to AbCellera and/or UBC, or prevent it from manufacturing, selling or using certain of the Company’s products, any of which could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects. Securities Class Action In December 2021, Victor J. Ng filed a securities class action complaint (“Securities Class Action”), which was amended on July 25, 2022. The Securities Class Action is on behalf of all persons who purchased or otherwise acquired: (a) Berkeley Lights common stock pursuant and/or traceable to certain July 2020 IPO offering documents and/or (b) securities of Berkeley Lights between July 17, 2020 and January 5, 2022, inclusive. The complaint alleges claims under §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 promulgated thereunder as well as §§11, 12(a)(2) and 15 of the Securities Act. It names as defendants the Company, certain of the Company’s current and former senior executives and directors, the underwriter firms that sponsored the Company’s July 2020 IPO, and three firms that invested in the Company. The Company believes that the assertions in the Securities Class Action are without merit and intends to defend itself vigorously. Outcomes in litigation can be uncertain and it is possible a court may disagree with the Company’s positions. An adverse determination in the Securities Class Action could subject the Company to significant liabilities, which could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects. Derivative Action In March 2022, Trung Nguyen filed a shareholder derivative complaint on behalf of nominal defendant Berkeley Lights, Inc., alleging that certain of the Company’s current and former directors and certain of the Company’s current and former senior executives breached their fiduciary duties to the Company. The complaint also alleged that certain of the Company’s current and former directors and former senior executives used material, non-public information to improperly profit from the sale of Company stock, and that certain of the Company’s current and former senior executives owe the Company contribution for violations of sections 10(b) and 21D of the Exchange Act. No provision has been made for litigation because the Company believes that it is not probable that a liability had been incurred as of December 31, 2022. The Company is not currently involved in any other claims or legal actions, nor is management aware of any potential claims or legal actions, for which the ultimate disposition could have a material adverse effect on the Company’s financial position, results of operations, or liquidity. Purchase commitments The Company has entered into various purchase agreements, including inventory-related agreements with its contract manufacturers. Once these orders are placed, they are generally cancelable by providing notice prior to the expected ship date, however such cancellations could result in the Company incurring certain charges depending on the timing. The Company had non-cancellable purchase obligations to contract manufacturers and other suppliers of $36.7 million at December 31, 2022. Product warranty The table below represents the activity in the product warranty accrual included in accrued expenses and other current liabilities on the consolidated balance sheets (in thousands): December 31, 2022 2021 2020 Balance, beginning of period $ 1,085 $ 1,271 $ 1,065 Adjustments to existing warranties (571) (707) (490) Provision for new warranties 813 1,217 1,440 Settlement of pre-existing warranties (578) (696) (744) Balance, end of period $ 749 $ 1,085 $ 1,271 |
Net Loss Attributable to Common
Net Loss Attributable to Common Stockholders Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net loss attributable to common stockholders per share | Net loss attributable to common stockholders per share Potentially issuable shares of common stock include shares issuable upon the exercise of outstanding employee stock option awards and unvested restricted stock units. The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except share and per share data): Year ended December 31, 2022 2021 2020 Numerator Net loss $ (98,040) $ (71,724) $ (41,584) Cumulative undeclared dividends on Series D convertible preferred stock — — (1,735) Net loss attributable to common stockholders, basic and diluted $ (98,040) $ (71,724) $ (43,319) Denominator Weighted-average shares used to compute net income per share, basic and diluted (1) 68,868,596 66,707,129 31,192,752 Net loss per share Net loss per share attributable to common stockholders, basic and diluted $ (1.42) $ (1.08) $ (1.39) (1) Includes the impact of the purported shares the Company believes were sold on the open market between October 7, 2023 and November 3, 2023. See Note 12 for further information. Since the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The following shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented as they had an anti-dilutive effect: December 31, 2022 2021 2020 Options to purchase common stock 7,815,288 6,732,197 9,739,334 Restricted stock units 4,400,454 906,294 — Total 12,215,742 7,638,491 9,739,334 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments | Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company has one business activity and there are no segment managers who are held accountable for operations. Accordingly, the Company has one operating segment. The Company’s principal operations and decision-making functions are located in the United States. The following table provides the Company’s revenues by geographical market based on the location where the services were provided or to which product was shipped (in thousands): Year ended December 31, 2022 2021 2020 North America $ 38,319 $ 41,231 $ 32,544 Asia Pacific (1) 26,682 35,215 19,383 Europe 13,594 8,942 12,376 $ 78,595 $ 85,388 $ 64,303 (1) Asia Pacific includes Australia. As of December 31, 2022 and 2021, substantially all of the Company’s long-lived assets are located in the United States. |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the estimate of the standalone selling price of performance obligations and allocation of contract price in multiple-element revenue arrangements, total expected costs associated with development agreements, estimated transaction price, including variable consideration, of the Company’s revenue contracts, accruals for product warranties, the fair value of equity awards and related share-based compensation, the collectability of accounts receivable, impairment of long-lived assets, valuation of inventory and the realizability of deferred income taxes. Actual results could significantly differ from those estimates. |
Cash and cash equivalents and restricted cash | Cash and cash equivalents and restricted cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Short-Term Marketable Securities | Short-Term Marketable Securities The Company designates investments in debt securities as available-for-sale. Available-for-sale debt securities with original maturities of three months or less from the date of purchase are classified within cash and cash equivalents. Available-for-sale debt securities with original maturities longer than three months are available to fund current operations and are classified as marketable securities within “current assets” on the Company’s consolidated balance sheets. The Company records these securities at fair value and accounts for the net unrealized gains and losses related to them as part of “other comprehensive income (loss)” on its consolidated statement of comprehensive loss. The Company records realized gains and losses on the sale of its marketable securities in “Other expense, net” in its consolidated statement of operations. At each reporting date, the Company performs an evaluation of impairment of its short-term available-for-sale marketable debt securities to determine if the fair value of its investment is less than its amortized cost basis. Impairment is assessed at the individual security level. Factors considered in determining whether an investment is impaired include the Company’s intent and ability to hold the investment until the recovery of its amortized cost basis, any historical failure of the issuer to make scheduled interest or principal payments, any change to the rating of the security by a rating agency, any adverse legal or regulatory events affecting the issuer or issuer’s industry, and any significant deterioration in economic conditions. |
Trade accounts receivable | Trade accounts receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance and expected credit losses related to its receivables, management considers historical losses adjusted to take into account current market and economic conditions and the Company’s customers’ respective financial conditions, the amounts of receivables in dispute and the current receivables aging and current payment patterns. To the extent identified, account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Inventory | Inventory Inventories are recorded at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Inventory that is obsolete or in excess of forecasted usage is written down to its estimated net realizable value based on assumptions about future demand and market conditions. Inventory write-downs are charged to cost of goods sold and establish a new cost basis for the inventory. Costs included in inventories are raw materials, labor, supplies, allocable depreciation of manufacturing facilities, equipment and overhead. |
Revenue recognition | Revenue recognition The Company derives revenue from primarily two sources, product and service revenues, which are discussed further below. The Company’s agreements with customers often include multiple performance obligations, which can sometimes be included in separate contracts entered into within a reasonably short period of time. The Company considers an entire customer arrangement to determine if separate contracts should be considered combined for the purposes of revenue recognition. Management must apply judgment in determining whether the individual promises represent multiple performance obligations, or a single, combined performance obligation. In order to determine the stand-alone selling price, the Company conducts a periodic analysis to determine whether various goods or services have an observable stand-alone selling price as well as to identify significant changes to current stand-alone selling prices. If the Company does not have an observable stand-alone selling price for a particular good or service, then the stand-alone selling price for that particular good or service is estimated using an approach that maximizes the use of observable inputs. The Company’s process for determining stand-alone selling price requires judgment and considers multiple factors that are reasonably available and maximizes the use of observable inputs that may vary over time depending upon the unique facts and circumstances related to each performance obligation. The Company believes that this method results in an estimate that represents the price the Company would charge for the product offerings if they were sold separately. The Company only includes variable consideration in the transaction price to the extent that it is not probable that a significant reversal of revenue will occur for that amount. The constraint estimate is reassessed at each reporting date until the uncertainty is resolved. Taxes, such as sales, value-add and other taxes, collected from customers concurrent with revenue generating activities and remitted to governmental authorities are not included in revenue. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in cost of sales. In certain markets, the Company’s products are sold to customers primarily through distributors. The terms of sales transactions to the Company’s distributors are substantially consistent with the terms of the Company’s direct sales to end customers. Product revenues Product revenues are comprised of two major revenue streams, platform sales and consumables. Platform sales revenues are comprised of advanced automation systems, which include the Beacon and Lightning systems (including fully paid workflow licenses) as well as Culture Station instruments. Consumables revenues are comprised of OptoSelect chips required to run the system as well as reagent kits. Platform sales also include revenue from certain historical subscription arrangements in which customers are able to subscribe to a specific workflow and pay a quarterly fee over a fixed period of time which covers the annual workflow license, the advanced automation system, as well as warranty and service. While the majority of the Company’s revenue under its TechAccess subscription falls into the service category, consumables and certain other deliverables under TechAccess subscription are categorized as product revenue. The Company’s standard arrangement with its customers is generally a purchase order or an executed contract. Revenue on product sales is recognized when control has transferred to the customer which typically occurs when the product has been shipped to the customer, risk of loss has transferred to the customer and the Company has a present right to payment for the system, chip or kit, as applicable. In certain limited circumstances when a product sale includes client acceptance provisions, the Company will first assess such terms to determine if the control of the good is being transferred to the customer in accordance with the agreed-upon specifications in the contract. To the extent that such acceptance provisions can be objectively determined to be aligned with the standard specifications of the arrangement, are defined and easily evaluated for completion, as well as do not afford the customer any additional rights or create additional performance obligations for the Company, such provisions would be determined perfunctory and would not preclude revenue recognition presuming all other criteria are met. If such acceptance provisions are considered to be substantive, revenue is recognized either when client acceptance has been obtained, client acceptance provisions have lapsed, or the Company has objective evidence that the criteria specified in the client acceptance provisions have been satisfied. Payment terms are generally thirty to ninety days from the date of invoicing. On a limited basis, the Company also enters into fixed-term sales-type lease arrangements with certain qualified customers. Service revenues Service revenues primarily consist of strategic partnerships and services agreements, service and warranty, training and installation services, platform support and feasibility studies on the Company’s advanced automation systems and workflows. Strategic partnerships and services agreements are agreements whereby the Company provides services for, among other things, the development of customized workflows, screening capabilities, or for customized consumables or advanced automation systems to meet a specific customer’s needs. These contracts can be executed on a time-and-materials basis and in certain cases include defined milestones associated with these development activities over extended periods of time, some in excess of twenty-four months. The Company’s services are generally provided primarily on a fixed fee basis with defined billing schedules. The Company reviews strategic partnerships and services agreements for revenue recognition at contract inception and generally recognizes revenue from these contracts over time, using either an input measure of progress based on costs incurred to date relative to total expected costs or on a time and materials basis. The Company recognizes revenue from the sale of extended warranty and enhanced service warranty arrangements over the respective period, while revenue on feasibility studies is recognized over time, using an input measure of progress based on costs incurred to date relative to total expected costs. Revenue on platform support is recognized as the services are performed. Service contracts are typically short-term in nature. Payment terms are generally thirty to ninety days from the date of invoicing. Contract assets and contract liabilities Contract assets include amounts where revenue recognized exceeds the amount invoiced to the customer and the right to payment is not solely subject to the passage of time. The Company’s contract asset balances of $1.8 million and $2.8 million as of December 31, 2022 and 2021, respectively, are primarily from its sales-type lease arrangements as well as its development and feasibility study agreements. The Company does not have impairment losses associated with contracts with customers for the years ended December 31, 2022 and 2021. Contract liabilities consist of fees invoiced or paid by the Company’s customers for which the associated services have not been performed and revenues have not been recognized based on the Company’s revenue recognition criteria described above. Such amounts are reported as deferred revenue on the consolidated balance sheets. Deferred revenue that is expected to be recognized during the following twelve months is recorded as a current liability and the remaining portion is recorded as non-current. Contract assets and contract liabilities are reported in a net position on an individual contract basis at the end of each reporting period. Contract assets are classified as current or long-term on the consolidated balance sheet based on the timing of when the Company expects to complete the related performance obligations and invoice the customers. Contract liabilities are classified as current or long-term on the consolidated balance sheet based on the timing when the revenue recognition associated with the related customer payments and invoicing is expected to occur. Costs to obtain or fulfill a contract Origination costs relate primarily to sales commissions to individuals that are directly related to sales transactions. Fulfillment costs generally include the direct cost of services such as platform support and feasibility studies. |
Property and equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets. Expenditures for major additions and improvements to property and equipment are capitalized and maintenance and repairs are charged to expense as incurred. Assets not yet placed in use are not depreciated. The estimated useful lives of the Company’s property and equipment are as follows: Equipment, tooling and molds 5—7 years Computer equipment and software 3—7 years Furniture, fixtures and other 3—7 years Leasehold Improvements Shorter of lease term or estimated useful life |
Other assets | Other assets Other current assets and other assets consist primarily of contract assets discussed above, prepaid rent, prepaid insurance, advance payments made to certain vendors for future delivery of goods or services and software implementation costs for cloud-based hosting arrangements that are a service contract. |
Research and development costs | Research and development costs Research and development costs primarily consist of salaries, benefits, incentive compensation, stock-based compensation, laboratory supplies, materials expenses and allocated facilities costs for employees and contractors engaged in research, product development and certain development arrangements. The Company expenses all research and development costs in the periods in which they are incurred. |
Advertising expenses | Advertising expenses The cost of advertising, marketing and media is expensed as incurred. |
Income taxes | Income taxes The Company’s provision for income taxes, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflects its best assessment of estimated future taxes to be paid. The Company’s provision for income taxes consists primarily of foreign taxes and state taxes in the United States. As the Company expands the scale and scope of its international business activities, any changes in the United States and foreign taxation of such activities may increase its overall provision for income taxes in the future. Deferred income taxes comprise the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards, and other tax credits measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. The Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses 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. The Company’s policy for interest and penalties related to |
Stock-based compensation | Stock-based compensation The Company maintains an incentive compensation plan under which stock options and restricted stock units (“RSU”s) are granted to employees, non-employee consultants and directors. Stock-based compensation expense is calculated based on the grant date fair value of the award. The Company determines the fair value of RSUs based on the closing price of the Company’s common stock as reported by Nasdaq on the date of the grant. The Company estimates the fair value of the majority of stock option awards on the grant date using the Black-Scholes option-pricing model. For option awards that include a goal tied to the Company share price (i.e. a market condition) the Company uses a Monte Carlo simulation to estimate the fair value. The fair value of stock options and RSUs with only a service condition is recognized as compensation expense on a straight-line basis over the requisite service period in which the awards are expected to vest and forfeitures are recognized as they occur. Stock options and RSUs that include a service condition and a performance condition are considered expected to vest when the performance condition is probable of being met. Compensation expense associated with performance awards that are determined to be probable of achievement is recognized over the requisite service period on a tranche-by-tranche basis. For performance stock options and RSUs not initially assessed as probable of achievement, the Company records a cumulative adjustment to compensation expense in the period the Company changes its determination that a performance condition becomes probable of being achieved. The Company ceases recognition of compensation expense in any periods where the Company determines the attainment of a performance condition is no longer probable. If the performance goals are determined to be improbable, any previously recognized compensation expense is reversed. The fair value of stock options with a market condition is recognized over the requisite service period for each tranche of the award and is recognized regardless of whether (or to what extent) the market condition is ultimately achieved. |
Long-lived assets | Long-lived assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future undiscounted net cash flows which the assets are expected to generate. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
Fair value measurements | Fair value measurements The Company measures certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The Company’s fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market. • Level 1 - Quoted prices in active markets for identical instruments. • Level 2 - Other significant observable inputs (including quoted prices in active markets for similar investments). • Level 3 - Significant unobservable inputs. |
Product warranties | Product warranties The Company provides a 13-month assurance-type warranty, generally beginning on the shipment date, on its platforms and chip consumables. Upon shipment, the Company establishes an accrual for estimated warranty expenses based on historical data and trends of product reliability and costs of repairing and replacing defective products. The Company exercises judgment in estimating the expected product warranty costs, using data such as the actual and projected product failure rates, estimated repair costs, freight, material, labor, and overhead costs. While management believes that historical experience provides a reliable basis for estimating such warranty cost, unforeseen quality issues or component failure rates could result in future costs in excess of such estimates, or alternatively, improved quality and reliability in the Company’s products could result in actual expenses that are below those currently estimated. |
Foreign currency translation and transactions | Foreign currency translation and transactions The Company has determined that the functional and reporting currency for its operations in the United Kingdom and China, which are its principal international entities, is the U.S. Dollar. Gains or losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other income (expense), net. |
Leases | Leases The Company determines the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter, if modified. The lease term includes any renewal options and termination options that the Company is reasonably certain to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment. Lease expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the consolidated statements of operations and comprehensive loss. For all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of lease assets and lease liabilities at the lease commencement date. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance and insurance, which varies based on future outcomes, and thus is recognized in rent expense when incurred. The Company also acts as a lessor to provide equipment financing through sales-type lease arrangements with certain qualified customers. Revenue from sales-type leases is presented on a gross basis when the company enters into a lease to realize value from a product that it would otherwise sell in its ordinary course of business. Amounts due and receivable under these arrangements are recorded at the outset of the arrangement as a contract asset in prepaid expenses and other current a ssets and other assets until such time that invoices are issued in accordance with the terms of the lease, at which point they are recorded as trade accounts receivable in the consolidated balance sheets. |
Leases | Leases The Company determines the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter, if modified. The lease term includes any renewal options and termination options that the Company is reasonably certain to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment. Lease expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the consolidated statements of operations and comprehensive loss. For all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of lease assets and lease liabilities at the lease commencement date. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance and insurance, which varies based on future outcomes, and thus is recognized in rent expense when incurred. The Company also acts as a lessor to provide equipment financing through sales-type lease arrangements with certain qualified customers. Revenue from sales-type leases is presented on a gross basis when the company enters into a lease to realize value from a product that it would otherwise sell in its ordinary course of business. Amounts due and receivable under these arrangements are recorded at the outset of the arrangement as a contract asset in prepaid expenses and other current a ssets and other assets until such time that invoices are issued in accordance with the terms of the lease, at which point they are recorded as trade accounts receivable in the consolidated balance sheets. |
Net loss attributable to common stockholders per share | Net loss attributable to common stockholders per share Net loss attributable to common stockholders per share is computed dividing net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock; however, potential common equivalent shares are excluded if their effect is anti-dilutive. In computing diluted net loss per share, the Company utilizes the treasury stock method. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents and restricted cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash on the consolidated balance sheets to the totals presented on the consolidated statements of cash flows (in thousands): December 31, 2022 2021 Cash $ 63,596 $ 152,958 Cash equivalents 22,926 25,138 Restricted cash — 270 Total cash and cash equivalents and restricted cash as presented on the consolidated statements of cash flows $ 86,522 $ 178,366 |
Schedule of cash and cash equivalents and restricted cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash on the consolidated balance sheets to the totals presented on the consolidated statements of cash flows (in thousands): December 31, 2022 2021 Cash $ 63,596 $ 152,958 Cash equivalents 22,926 25,138 Restricted cash — 270 Total cash and cash equivalents and restricted cash as presented on the consolidated statements of cash flows $ 86,522 $ 178,366 |
Schedule of property and equipment | The estimated useful lives of the Company’s property and equipment are as follows: Equipment, tooling and molds 5—7 years Computer equipment and software 3—7 years Furniture, fixtures and other 3—7 years Leasehold Improvements Shorter of lease term or estimated useful life Property and equipment, net comprised the following (in thousands): December 31, 2022 2021 Equipment, tooling and molds $ 36,152 $ 33,972 Computer software and equipment 2,667 3,019 Furniture, fixtures and other 2,007 1,891 Leasehold improvements 10,836 6,105 Construction in process 1,409 4,803 Total property and equipment 53,071 49,790 Less: accumulated depreciation (29,224) (21,798) Property and equipment, net (1) $ 23,847 $ 27,992 (1) Includes $0.1 million of assets held for sale at December 31, 2022. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of unrealized gains and losses related to our marketable securities | The following table summarizes the amortized costs and carrying value of the Company’s available-for-sale marketable debt securities, by balance sheet classification and by major security type, as of December 31, 2022 (in thousands): Marketable Securities reported as Cash Equivalents Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 2,354 $ — $ — $ 2,354 Commercial paper 16,606 — (4) 16,602 U.S. agency securities 3,969 1 — 3,970 U.S. government securities — — — — Total $ 22,929 $ 1 $ (4) $ 22,926 Marketable Securities reported as Short-term Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 22,158 $ 1 $ (11) $ 22,148 U.S. agency securities 4,941 1 — 4,942 U.S. government securities 19,159 5 (2) 19,162 Total $ 46,258 $ 7 $ (13) $ 46,252 |
Revenue From Contract With Cu_2
Revenue From Contract With Customers (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following tables provide an overview of the Company’s revenue streams and how the Company reports revenue in its consolidated statements of operations: Income Statement Classification Product or Service sold Revenue Stream Product revenue Sale of advanced automation systems (Beacon and Lightning systems, Culture Station) Platform Software and workflow licenses Platform Fixed term sales-type lease arrangements with qualified customers Platform Quarterly workflow subscriptions, annual or multi-year subscriptions arrangements (e.g. TechAccess) Recurring Consumables and reagent kits (e.g. OptoSelect chips) Recurring Service revenue Strategic partnerships, joint development and collaboration agreements where we provide services for development of new workflows, cells or organism types Partnerships Application support, installation and training Platform Fixed fee extended warranty and service programs Recurring The following tables provide information by revenue stream for the periods presented (in thousands): Year ended December 31, 2022 Product Service Total Platform $ 34,527 $ 1,267 $ 35,794 Recurring 14,403 10,412 24,815 Partnerships — 17,986 17,986 Total revenue $ 48,930 $ 29,665 $ 78,595 Year ended December 31, 2021 Product Service Total Platform $ 44,366 $ 1,996 $ 46,362 Recurring 12,209 6,947 19,156 Partnerships — 19,870 19,870 Total revenue $ 56,575 $ 28,813 $ 85,388 Year ended December 31, 2020 Product Service Total Platform $ 42,435 $ 2,221 $ 44,656 Recurring 9,151 4,737 13,888 Partnerships — 5,759 5,759 Total revenue $ 51,586 $ 12,717 $ 64,303 |
Schedule of receivables, contract assets and deferred revenue from contracts with customers | The following table provides information about receivables, contract assets and deferred revenue from contracts with customers (in thousands): December 31, 2022 2021 Trade accounts receivable $ 18,534 $ 25,942 Contract assets, which are included in “Prepaid expenses and other current assets” $ 1,283 $ 1,736 Contract assets, long-term, which are included in “Other assets” $ 549 $ 1,070 Deferred revenue (current) $ 9,092 $ 12,128 Deferred revenue (non-current) $ 963 $ 2,187 |
Schedule of sales-type lease maturity | The following table presents the future maturity of the Company’s fixed-term customer leases and reconciles the undiscounted cash flows from the amounts due from customers under such arrangements as of December 31, 2022 (in thousands): Year ending December 31, Sales-Type 2023 $ 1,287 2024 445 2025 408 Total undiscounted cash flows 2,140 Less: unearned income (219) Total amounts due from customers (1) $ 1,921 (1) Of the $1.9 million, $0.3 million is recorded in trade accounts receivable, with the remaining balance recorded in contract assets. |
Balance Sheet Accounts (Tables)
Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of inventory | The following table shows the components of inventory (in thousands): December 31, 2022 2021 Raw materials $ 11,946 $ 8,296 Finished goods 6,915 6,251 Total $ 18,861 $ 14,547 |
Schedule of prepaid expenses and other current assets | The following table shows the components of prepaid expenses and other current assets (in thousands): December 31, 2022 2021 Contract asset $ 1,283 $ 1,736 Vendor deposits 126 2,802 Deferred costs 472 561 Prepaid insurance 2,025 2,944 Other (1) 2,877 3,942 Total $ 6,783 $ 11,985 (1) Other includes primarily prepaid rent expenses, software licenses and prepaid VAT. |
Schedule of accrued expenses and other current liabilities | The following table shows the components of accrued expenses and other current liabilities (in thousands): December 31, 2022 2021 Accrued payroll and employee related expenses $ 7,410 $ 6,757 Lease liability—short-term 3,291 2,941 Accrued product warranty 749 1,085 Accrued legal expenses (1) 8,271 504 Other (2) 1,619 1,138 Total $ 21,340 $ 12,425 (1) The increase in accrued legal expense was primarily driven by increased legal fees incurred in connection with the IsoPlexis Acquisition and contract arbitration. (2) Other includes accrued income taxes, sales taxes, accrued royalties and other miscellaneous accruals. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets measured at fair value | At December 31, 2022 and 2021, the fair value measurements of the Company’s assets measured on a recurring basis were as follows (in thousands): December 31, 2022 Quoted Prices Significant Significant Cash equivalents: Money market funds $ 2,354 $ 2,354 $ — $ — Commercial paper 16,602 — 16,602 — U.S. agency securities 3,970 — 3,970 — Total cash equivalents 22,926 2,354 20,572 — Debt securities, available for sale: Commercial paper 22,148 — 22,148 — U.S. agency securities 4,942 — 4,942 — U.S. government securities 19,162 — 19,162 — Total debt securities, available for sale 46,252 — 46,252 — Total assets measured at fair value $ 69,178 $ 2,354 $ 66,824 $ — December 31, 2021 Quoted prices Significant Significant Cash equivalents: Money market funds $ 25,138 $ 25,138 $ — $ — Total cash equivalents $ 25,138 $ 25,138 $ — $ — |
Schedule of financial instruments not measured at fair value | The carrying values and fair values of the Company’s financial instruments not measured at fair value were as follows (in thousands): December 31, 2022 2021 Carrying Fair value Carrying Fair value Long-term debt, including current maturities $ 19,826 $ 17,443 $ 19,762 $ 19,298 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | The estimated useful lives of the Company’s property and equipment are as follows: Equipment, tooling and molds 5—7 years Computer equipment and software 3—7 years Furniture, fixtures and other 3—7 years Leasehold Improvements Shorter of lease term or estimated useful life Property and equipment, net comprised the following (in thousands): December 31, 2022 2021 Equipment, tooling and molds $ 36,152 $ 33,972 Computer software and equipment 2,667 3,019 Furniture, fixtures and other 2,007 1,891 Leasehold improvements 10,836 6,105 Construction in process 1,409 4,803 Total property and equipment 53,071 49,790 Less: accumulated depreciation (29,224) (21,798) Property and equipment, net (1) $ 23,847 $ 27,992 (1) Includes $0.1 million of assets held for sale at December 31, 2022. |
Leases (Table)
Leases (Table) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of operating lease liabilities maturity | Future payments associated with the Company’s operating lease liabilities as of December 31, 2022 are as follows (in thousands): Operating leases Undiscounted lease payments for the year ending December 31, 2023 $ 4,419 2024 4,507 2025 4,524 2026 4,621 2027 4,759 Thereafter 7,464 Total undiscounted lease payments 30,294 Less: implied interest (4,212) Less: tenant improvement allowance receivable (65) Present value of operating lease payments 26,017 Less: current portion (1) (3,291) Total long-term operating lease liabilities $ 22,726 |
Schedule of supplemental cash flow information related to operating leases | The following information represents supplemental disclosure for the statement of cash flows related to operating leases (in thousands): Year ended December 31, 2022 Year ended December 31, 2021 Right-of-use assets obtained for new operating lease liabilities - New leases $ 386 $ 3,348 Right-of-use assets obtained in exchange for new operating lease liabilities - Modification of existing leases $ — $ 8,320 Cash paid for amounts included in the measurement of lease liabilities $ 2,946 $ 3,675 |
Schedule of additional information related to operating leases | The following summarizes additional information related to operating leases: Year ended December 31, 2022 Year ended December 31, 2021 Weighted-average remaining lease term (years) 6.48 7.51 Weighted average discount rate 4.66 % 4.67 % |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of payments due on notes payable | The following is a schedule of payments due on notes payable as of December 31, 2022 (in thousands): Year Ending December 31 2023 $ 5,801 2024 10,442 2025 5,061 Total payments due 21,304 Less: Interest payments, loan discounts and financing costs (1,478) Current portion, less loan discounts and financing costs (4,966) Notes payable, net of current portion $ 14,860 |
Stock Compensation Plan (Tables
Stock Compensation Plan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Stock option activity during the periods indicated is as follows (in thousands except share and per share data): Number of Weighted Weighted Aggregate Balance at December 31, 2021 6,732,197 $ 15.59 7.31 $ 58,979 Options granted 2,462,763 $ 5.07 Options exercised (299,173) $ 2.81 Options cancelled (1,075,499) $ 18.33 Options expired (5,000) $ 0.06 Balance at December 31, 2022 7,815,288 $ 8.03 7.19 $ 826 Unvested at December 31, 2022 3,350,557 $ 7.28 8.76 $ — Vested and exercisable at December 31, 2022 4,464,731 $ 8.59 6.02 $ 826 |
Schedule of stock option valuation assumptions | Below are the assumptions used in this valuation, on a weighted average basis, for the periods presented: Year ended December 31, 2022 2021 2020 Expected dividend yield — % — % — % Expected volatility 67.7 % 57.4 % 47.3 % Expected term (years) 7.06 6.14 6.00 Risk-free interest rate 2.51 % 1.06 % 0.63 % The fair value of non-employee stock options was estimated using the following weighted-average valuation assumptions: Year ended December 31, 2022 2021 2020 Expected dividend yield (a) (a) — % Expected volatility (a) (a) 50.2 % Expected term (years) (a) (a) 5.67 Risk-free interest rate (a) (a) 0.37 % (a) During the years ended December 31, 2022 and 2021, the Company did not grant any stock options to non-employees. |
Schedule of restricted stock unit activity | Restricted Stock Units Weighted Average Grant Date Fair Value (per share) Unvested restricted stock units at December 31, 2021 906,294 $ 34.59 Restricted stock units granted (1) 5,193,923 $ 5.38 Restricted stock units vested (823,620) $ 12.43 Restricted stock units cancelled (876,143) $ 15.73 Unvested restricted stock units at December 31, 2022 4,400,454 $ 8.00 (1) Amount includes the maximum amount of RSUs available for issuance for awards that include a service or performance condition. The actual number of shares to be issued will depend on the relative attainment of the performance metrics. |
Schedule of stock-based compensation | Stock-based compensation related to the Company’s stock-based awards was recorded as an expense and allocated as follows (in thousands): Year ended December 31, 2022 2021 2020 Cost of sales $ 317 $ 254 $ 290 Research and development 6,145 5,672 5,201 Selling, general and administrative 15,732 15,296 5,426 Total stock-based compensation $ 22,194 $ 21,222 $ 10,917 |
Schedule of employee stock purchase plan valuation assumptions | For the years ended December 31, 2022 and 2021, the fair value of the ESPP was estimated using the following weighted-average valuation assumptions: Year ended December 31, Year ended December 31, 2022 2021 Expected dividend yield — % — % Expected volatility 60.9 % 72.1 % Expected term (years) 0.50 0.56 Risk-free interest rate 22.00 % 0.11 % |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of changes in restructuring liability | Changes in the Company’s restructuring activities and accrual are set forth in the table below (in thousands): Employee severance and termination benefits Non labor restructuring Total Accrual at December 31, 2021 $ — $ — $ — Restructuring charges 1,058 2,455 3,513 Cash payments (928) — (928) Non-cash settlements — (2,348) (2,348) Accrual at December 31, 2022 $ 130 $ 107 $ 237 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense | Income tax expense (benefit) attributable to income from continuing operations consists of (in thousands): Year ended December 31, 2022 2021 2020 Current provision (benefit): Federal $ — $ — $ — State 17 26 70 Foreign 83 (81) 104 Total current provision (benefit) 100 (55) 174 Deferred provision: Federal — — — State — — — Foreign — — — Total deferred provision — — — Total provision (benefit) $ 100 $ (55) $ 174 |
Schedule of effective income tax rate reconciliation | Income tax expense (benefit) attributable to income from continuing operations was $100,000, $(55,000) and $174,000 for the years ended December 31, 2022, 2021 and 2020, respectively, and differed from the amounts computed by applying the U.S. federal statutory income tax rate to loss from continuing operations as a result of the following (in thousands): Year ended December 31, 2022 2021 2020 Tax benefit at federal statutory rate $ (20,568) $ (15,074) $ (8,696) State income taxes (1,568) (2,817) (1,012) Foreign rate differential (57) (434) 84 Research and development credits (2,656) (3,420) (2,740) Change in unrecognized tax benefits 996 1,283 1,028 Non-deductible stock-based compensation 3,028 (21,692) (5,184) Non-deductible permanent expenses (98) 629 87 Other (329) 509 306 Change in valuation allowance 21,352 40,961 16,301 Provision for (benefit from) income taxes $ 100 $ (55) $ 174 |
Schedule of deferred tax assets and liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2022 and 2021 are presented below (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 92,313 $ 85,326 Income tax credit carryforwards 12,130 10,471 Capitalized research and development expenses 11,102 — Accruals and reserves 2,684 1,996 Deferred revenue 2,246 3,243 Operating lease liability 5,864 6,150 Stock-based compensation 3,399 2,578 Inventory 414 266 Total gross deferred tax assets 130,152 110,030 Less valuation allowance (124,121) (102,769) Net deferred tax assets 6,031 7,261 Deferred tax liabilities: Contract assets (414) (636) Receivables and deferred costs (231) (226) Operating lease right-of-use asset (5,257) (5,876) Depreciation expense (129) (523) Total gross deferred tax liabilities (6,031) (7,261) Net deferred tax assets $ — $ — |
Summary of valuation allowance | The valuation allowance for deferred tax assets consisted of the following activity for the years ended December 31, 2022 and 2021 (in thousands): Year ended December 31, 2022 2021 Balance, beginning of year $ 102,769 $ 61,808 Additions to valuation allowance 21,352 40,961 Balance, end of year $ 124,121 $ 102,769 |
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2022 and 2021 is as follows (in thousands): Year ended December 31, 2022 2021 Balance, beginning of year $ 7,390 $ 5,972 Increase related to current year tax positions 1,100 1,418 Balance, end of year $ 8,490 $ 7,390 |
Statements of Cash Flows (Table
Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of supplemental cash flow, supplemental information | The supplemental cash flow information consists of the following (in thousands): Year ended December 31, 2022 2021 2020 Cash paid for interest $ 563 $ 969 $ 1,368 Cash paid for income taxes $ 37 $ 3 $ 108 Non cash investing and financing activities: Property and equipment transferred to inventory (1) $ 2,680 $ — $ — Inventory transferred to property and equipment (2) $ — $ 2,705 $ — Change in accounts payable and accrued liabilities related to purchases of property and equipment $ (46) $ 828 $ (118) Release of repurchase rights on early exercised options $ — $ — $ 328 (1) Primarily relates to Beacons that were located at the Company’s Lexington, Massachusetts laboratory which the Company subleased at the end of 2022. As a result of subleasing the facility, these Beacons were transferred from Lexington and are now classified in inventory as of the fourth quarter of 2022. (2) Primarily relates to Beacons that were transferred to the Company’s BioFoundry operations in the first and second quarter of 2021. As a result of the growth of the Company’s BioFoundry operations, including growth in the number of Beacons used to fulfill strategic partnerships and services agreements, beginning in the third quarter of 2021, Beacons that at inception are planned to be used in the Company’s BioFoundry operations will be categorized as “Purchase of property and equipment.” |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of product warranty liability | December 31, 2022 2021 2020 Balance, beginning of period $ 1,085 $ 1,271 $ 1,065 Adjustments to existing warranties (571) (707) (490) Provision for new warranties 813 1,217 1,440 Settlement of pre-existing warranties (578) (696) (744) Balance, end of period $ 749 $ 1,085 $ 1,271 |
Net Loss Attributable to Comm_2
Net Loss Attributable to Common Stockholders Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings (loss) per common share | The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except share and per share data): Year ended December 31, 2022 2021 2020 Numerator Net loss $ (98,040) $ (71,724) $ (41,584) Cumulative undeclared dividends on Series D convertible preferred stock — — (1,735) Net loss attributable to common stockholders, basic and diluted $ (98,040) $ (71,724) $ (43,319) Denominator Weighted-average shares used to compute net income per share, basic and diluted (1) 68,868,596 66,707,129 31,192,752 Net loss per share Net loss per share attributable to common stockholders, basic and diluted $ (1.42) $ (1.08) $ (1.39) |
Schedule of antidilutive securities excluded from computation of earnings per share | The following shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented as they had an anti-dilutive effect: December 31, 2022 2021 2020 Options to purchase common stock 7,815,288 6,732,197 9,739,334 Restricted stock units 4,400,454 906,294 — Total 12,215,742 7,638,491 9,739,334 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of revenue by geographic areas | The following table provides the Company’s revenues by geographical market based on the location where the services were provided or to which product was shipped (in thousands): Year ended December 31, 2022 2021 2020 North America $ 38,319 $ 41,231 $ 32,544 Asia Pacific (1) 26,682 35,215 19,383 Europe 13,594 8,942 12,376 $ 78,595 $ 85,388 $ 64,303 |
The Company and Basis of Pres_3
The Company and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jul. 21, 2020 USD ($) $ / shares shares | Jul. 20, 2020 shares | Jul. 10, 2020 | Sep. 30, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Organization, Consolidation and Presentation of Financial Statement [Line Items] | |||||||
Net loss | $ 98,040 | $ 71,724 | $ 41,584 | ||||
Accumulated deficit | 361,648 | 263,608 | |||||
Cash, cash equivalents and marketable securities | 132,800 | ||||||
Total full-time employees (in percent) | 12% | ||||||
Reverse stock split ratio | 0.50 | ||||||
Offering costs, underwriting discounts and commissions | 0 | 0 | 2,650 | ||||
Selling, general and administrative | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Items] | |||||||
Service center expenses | 9,000 | ||||||
Research and development | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Items] | |||||||
Service center expenses | $ 9,700 | $ 12,100 | $ 5,600 | ||||
Convertible Preferred Stock | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Items] | |||||||
Number of convertible preferred stock converted (in shares) | shares | 50,462,272 | 50,462,272 | |||||
IPO | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Items] | |||||||
Number of shares sold (in shares) | shares | 9,315,000 | ||||||
Shares offering price (in dollars per share) | $ / shares | $ 22 | ||||||
Net proceeds after deducting offering costs, underwriting discounts and commissions | $ 187,900 | ||||||
Offering costs, underwriting discounts and commissions | $ 17,000 | ||||||
Underwriters' Option | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Items] | |||||||
Number of shares sold (in shares) | shares | 1,215,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash | $ 63,596 | $ 152,958 | ||
Cash equivalents | 22,926 | 25,138 | ||
Restricted cash | 0 | 270 | ||
Total cash and cash equivalents and restricted cash as presented on the consolidated statements of cash flows | $ 86,522 | $ 178,366 | $ 233,678 | $ 81,303 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) revenueSource | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Revenue sources | 2 | |
Contract asset | $ | $ 1.8 | $ 2.8 |
Product | ||
Disaggregation of Revenue [Line Items] | ||
Revenue streams | 2 | |
Payment terms | Payment terms are generally thirty to ninety days from the date of invoicing. | |
Service | ||
Disaggregation of Revenue [Line Items] | ||
Payment terms | Payment terms are generally thirty to ninety days from the date of invoicing. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Equipment, tooling and molds | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Equipment, tooling and molds | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Furniture, fixtures and other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture, fixtures and other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Other Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Current Assets | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized costs | $ 0.4 | $ 0.5 |
Other Assets | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized costs | $ 0.6 | $ 0.5 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Advertising Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Advertising expenses | $ 1.8 | $ 1.2 | $ 1.4 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Income Taxes (Details) | Dec. 31, 2022 |
Accounting Policies [Abstract] | |
Deferred tax assets, valuation reserve, percentage | 100% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Product Warranty (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Product warranty, term | 13 months |
Marketable Securities - Unreali
Marketable Securities - Unrealized Gains and Losses Related to our Available-for-Sale Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | $ 22,929 | |
Unrealized Gains | 1 | |
Unrealized Losses | (4) | |
Fair Value | 22,926 | $ 25,138 |
Debt Securities, Available-for-Sale [Abstract] | ||
Amortized Cost | 46,258 | |
Unrealized Gains | 7 | |
Unrealized Losses | (13) | |
Fair Value | 46,252 | |
Commercial paper | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Amortized Cost | 22,158 | |
Unrealized Gains | 1 | |
Unrealized Losses | (11) | |
Fair Value | 22,148 | |
U.S. agency securities | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Amortized Cost | 4,941 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 4,942 | |
U.S. government securities | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Amortized Cost | 19,159 | |
Unrealized Gains | 5 | |
Unrealized Losses | (2) | |
Fair Value | 19,162 | |
Money market funds | ||
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | 2,354 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 2,354 | |
Commercial paper | ||
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | 16,606 | |
Unrealized Gains | 0 | |
Unrealized Losses | (4) | |
Fair Value | 16,602 | |
U.S. agency securities | ||
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | 3,969 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 3,970 | |
U.S. government securities | ||
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | 0 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | $ 0 |
Significant Risks and Uncerta_2
Significant Risks and Uncertainties Including Business and Credit Concentrations (Details) - Customer | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 19% | 19% | 12% |
Revenue | Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11% | ||
Revenue | Customer Three | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | ||
Accounts Receivable | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 24% | 15% | |
Accounts Receivable | Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11% | 11% | |
Accounts Receivable | Customer Three | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11% |
Acquisitions (Details)
Acquisitions (Details) - IsoPlexis $ in Millions | Dec. 21, 2022 USD ($) |
Business Acquisition [Line Items] | |
Estimated purchase price | $ 57.8 |
Shares holding ratio | 0.612 |
Percentage of shares owned | 7,520% |
IsoPlexis | |
Business Acquisition [Line Items] | |
Percentage of shares owned | 2,480% |
Revenue From Contracts With Cus
Revenue From Contracts With Customers - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 78,595 | $ 85,388 | $ 64,303 |
Platform | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 35,794 | 46,362 | 44,656 |
Recurring | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 24,815 | 19,156 | 13,888 |
Partnerships | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 17,986 | 19,870 | 5,759 |
Product | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 48,930 | 56,575 | 51,586 |
Product | Platform | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 34,527 | 44,366 | 42,435 |
Product | Recurring | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 14,403 | 12,209 | 9,151 |
Product | Partnerships | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 0 | 0 | 0 |
Service | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 29,665 | 28,813 | 12,717 |
Service | Platform | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 1,267 | 1,996 | 2,221 |
Service | Recurring | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 10,412 | 6,947 | 4,737 |
Service | Partnerships | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 17,986 | $ 19,870 | $ 5,759 |
Revenue From Contract With Cu_3
Revenue From Contract With Customers - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Remaining performance obligation | $ 13,900,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Contract liabilities | 10,100,000 | $ 14,300,000 | |
Contract liability , revenue recognized | 12,300,000 | ||
Sales-type lease income | $ 0 | $ 2,700,000 | $ 1,700,000 |
Product | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Sales-Type Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total revenue | Total revenue | Total revenue |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, percentage | 42% | ||
Remaining performance obligation, period | 12 months |
Revenue From Contract With Cu_4
Revenue From Contract With Customers - Schedule of Receivables, Contract Assets and Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Trade accounts receivable | $ 18,534 | $ 25,942 |
Contract assets, which are included in “Prepaid expenses and other current assets” | 1,283 | 1,736 |
Contract assets, long-term, which are included in “Other assets” | 549 | 1,070 |
Deferred revenue (current) | 9,092 | 12,128 |
Deferred revenue (non-current) | $ 963 | $ 2,187 |
Revenue From Contract With Cu_5
Revenue From Contract With Customers - Sale-type Lease Arrangement (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lessor, Lease, Description [Line Items] | |
2023 | $ 1,287 |
2024 | 445 |
2025 | 408 |
Total undiscounted cash flows | 2,140 |
Less: unearned income | (219) |
Total amounts due from customers | 1,921 |
Accounts Receivable, after Allowance for Credit Loss, Current | |
Lessor, Lease, Description [Line Items] | |
Total amounts due from customers | $ 300 |
Balance Sheet Accounts - Invent
Balance Sheet Accounts - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 11,946 | $ 8,296 |
Finished goods | 6,915 | 6,251 |
Total | $ 18,861 | $ 14,547 |
Balance Sheet Accounts - Prepai
Balance Sheet Accounts - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contract asset | $ 1,283 | $ 1,736 |
Vendor deposits | 126 | 2,802 |
Deferred costs | 472 | 561 |
Prepaid insurance | 2,025 | 2,944 |
Other | 2,877 | 3,942 |
Total | $ 6,783 | $ 11,985 |
Balance Sheet Accounts - Accrue
Balance Sheet Accounts - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll and employee related expenses | $ 7,410 | $ 6,757 |
Operating lease liability, current, extensible list | Total | Total |
Lease liability—short-term | $ 3,291 | $ 2,941 |
Accrued product warranty | 749 | 1,085 |
Accrued legal expenses | 8,271 | 504 |
Other | 1,619 | 1,138 |
Total | $ 21,340 | $ 12,425 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | $ 46,252 | $ 0 |
Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 22,926 | 25,138 |
Total debt securities, available for sale | 46,252 | |
Total assets measured at fair value | 69,178 | |
Fair Value, Measurements, Recurring | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 22,148 | |
Fair Value, Measurements, Recurring | U.S. agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 4,942 | |
Fair Value, Measurements, Recurring | U.S. government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 19,162 | |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 2,354 | 25,138 |
Fair Value, Measurements, Recurring | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 16,602 | |
Fair Value, Measurements, Recurring | U.S. agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 3,970 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 2,354 | 25,138 |
Total debt securities, available for sale | 0 | |
Total assets measured at fair value | 2,354 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 2,354 | 25,138 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 20,572 | 0 |
Total debt securities, available for sale | 46,252 | |
Total assets measured at fair value | 66,824 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 22,148 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | U.S. agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 4,942 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | U.S. government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 19,162 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 16,602 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | U.S. agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 3,970 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total debt securities, available for sale | 0 | |
Total assets measured at fair value | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | U.S. agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | U.S. government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt securities, available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | $ 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | U.S. agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Schedule of Financial Instruments Not Measured at Fair Value) (Details) - Significant Other Observable Inputs (Level 2) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, including current maturities | $ 19,826 | $ 19,762 |
Fair value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, including current maturities | $ 17,443 | $ 19,298 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 53,071 | $ 49,790 |
Less: accumulated depreciation | (29,224) | (21,798) |
Property and equipment, net | 23,847 | 27,992 |
Assets held for sale | 100 | |
Equipment, tooling and molds | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 36,152 | 33,972 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,667 | 3,019 |
Furniture, fixtures and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,007 | 1,891 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 10,836 | 6,105 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,409 | $ 4,803 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 9,004 | $ 5,598 | $ 5,102 |
Net losses on disposal of long-lived assets | 78 | $ 60 | $ 140 |
Loss on assets held for sale | $ 100 |
Leases - Maturity Schedule of O
Leases - Maturity Schedule of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 4,419 | |
2024 | 4,507 | |
2025 | 4,524 | |
2026 | 4,621 | |
2027 | 4,759 | |
Thereafter | 7,464 | |
Total undiscounted lease payments | 30,294 | |
Less: implied interest | (4,212) | |
Less: tenant improvement allowance receivable | (65) | |
Present value of operating lease payments | 26,017 | |
Less: current portion | (3,291) | $ (2,941) |
Total long-term operating lease liabilities | $ 22,726 | $ 24,337 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Rent expense | $ 4.4 | $ 3.8 | $ 2.6 |
Variable lease payments | $ 3.1 | $ 2.3 | $ 1.6 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Right-of-use assets obtained for new operating lease liabilities - New leases | $ 386 | $ 3,348 |
Right-of-use assets obtained in exchange for new operating lease liabilities - Modification of existing leases | 0 | 8,320 |
Cash paid for amounts included in the measurement of lease liabilities | $ 2,946 | $ 3,675 |
Leases - Schedule of Additional
Leases - Schedule of Additional Information Related to Operating Leases (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) | 6 years 5 months 23 days | 7 years 6 months 3 days |
Weighted average discount rate | 4.66% | 4.67% |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 23, 2018 | |
Debt Instrument [Line Items] | |||||
Interest cost | $ 900,000 | $ 1,200,000 | $ 1,400,000 | ||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 10,000,000 | ||||
Amount outstanding | $ 0 | $ 0 | |||
Revolving Credit Facility | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 0.70% | ||||
Notes Payable | EWB Loan | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 20,000,000 | ||||
Notes Payable | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 20,000,000 | ||||
Note payable, term (in years) | 48 months | ||||
Interest rate | 4.17% | ||||
Interest only period | 24 months | ||||
Interest only period with extension | 36 months |
Notes Payable - Schedule of Pay
Notes Payable - Schedule of Payment Due on Notes Payable (Details) - Notes Payable - EWB Loan $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 5,801 |
2024 | 10,442 |
2025 | 5,061 |
Total payments due | 21,304 |
Interest payments, loan discounts and financing costs | (1,478) |
Current portion, less loan discounts and financing costs | (4,966) |
Notes payable, net of current portion | $ 14,860 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||
Jul. 21, 2020 | Jul. 20, 2020 | Nov. 03, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Class of Stock [Line Items] | |||||||||
Number of shares authorized (in shares) | 310,000,000 | 310,000,000 | |||||||
Common stock authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | ||||||
Convertible preferred stock authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Common stock issued (in shares) | 72,169,052 | [1] | 72,169,052 | [1] | 67,595,535 | ||||
Common stock outstanding (in shares) | 72,169,052 | [1] | 72,169,052 | [1] | 67,595,535 | ||||
Convertible preferred stock outstanding (in shares) | 0 | 0 | 0 | ||||||
Purported issuance of shares (in shares) | 3,300,000 | ||||||||
Cash recovered | $ 9,200 | ||||||||
Purported issuance of shares | [2] | $ 8,118 | |||||||
Legal fees and other expenses | $ 1,100 | ||||||||
Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of convertible preferred stock converted (in shares) | 50,462,272 | 50,462,272 | |||||||
[1]See Note 12 for further information.[2]See Note 12 for further information. |
Stock Compensation Plan - Narra
Stock Compensation Plan - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 19, 2022 USD ($) $ / shares shares | Mar. 10, 2022 shares | Jul. 31, 2020 | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares remaining for issuance (in shares) | 12,690,281 | ||||||
Stock options granted in period (in shares) | 2,462,763 | 917,701 | 2,403,270 | ||||
Stock options granted, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 2.87 | $ 22.43 | $ 12.09 | ||||
Stock options exercised, aggregate intrinsic value | $ | $ 900 | $ 147,500 | $ 58,300 | ||||
Total stock-based compensation | $ | $ 22,194 | $ 21,222 | $ 10,917 | ||||
Offering period | 6 months | ||||||
Non-employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted in period (in shares) | 756 | 2,994 | 657,500 | ||||
Total stock-based compensation | $ | $ 600 | $ 2,000 | $ 2,000 | ||||
Minimum | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock price goal multiplier of share price on date of grant | 2 | ||||||
Minimum | Non-employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Maximum | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock price goal multiplier of share price on date of grant | 20 | ||||||
Maximum | Non-employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option, unrecognized compensation cost | $ | $ 15,600 | ||||||
Unrecognized compensation cost, period for recognition | 2 years 3 months 7 days | ||||||
Share price (in dollars per share) | $ / shares | $ 4.91 | ||||||
Options repriced (in shares) | 763,307 | ||||||
Total stock-based compensation | $ | $ 1,500 | $ 500 | |||||
Stock options | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration term | 10 years | ||||||
Vesting period | 3 years | ||||||
Stock options granted in period (in shares) | 339,059 | ||||||
Stock options | Employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected dividend yield | 0% | 0% | 0% | ||||
Stock options | Non-employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted in period (in shares) | 0 | 0 | |||||
Stock-based compensation expense | $ | $ 2,400 | ||||||
Expected dividend yield | 0% | ||||||
Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Total stock-based compensation | $ | $ 1,500 | $ 55 | |||||
Restricted stock units granted (in shares) | 353,625 | 5,193,923 | |||||
Fair value of restricted stock units vested | $ | $ 3,300 | $ 2,300 | |||||
ESPP weighted average grant date fair value (in dollars per share) | $ / shares | $ 5.38 | ||||||
Restricted stock units | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Restricted stock units granted (in shares) | 1,017,177 | ||||||
Performance Shares | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration term | 10 years | ||||||
Vesting period | 7 years | ||||||
Stock options granted in period (in shares) | 678,118 | ||||||
Performance shares vested (in shares) | 0 | ||||||
2020 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum percent exercise price for 10% stockholders | 110% | ||||||
Expiration term for 10% stockholders | 5 years | ||||||
2020 Plan | Employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Service period | 4 years | ||||||
2020 Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration term | 10 years | ||||||
2020 Plan | Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option, unrecognized compensation cost | $ | $ 28,200 | ||||||
Unrecognized compensation cost, period for recognition | 2 years 9 months 3 days | ||||||
ESPP | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation | $ | $ 500 | $ 1,200 | $ 700 | ||||
Expected dividend yield | 0% | 0% | |||||
Number of shares authorized (in shares) | 1,619,235 | ||||||
Exercise price of stock option, percentage of fair value | 85% | ||||||
Shares issued (in shares) | 150,724 | 163,008 | |||||
ESPP weighted average grant date fair value (in dollars per share) | $ / shares | $ 9.50 | $ 10.40 |
Stock Compensation Plan - Stock
Stock Compensation Plan - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of options outstanding | |||
Beginning balance (in shares) | 6,732,197 | ||
Options granted (in shares) | 2,462,763 | 917,701 | 2,403,270 |
Options exercised (in shares) | (299,173) | ||
Options cancelled (in shares) | (1,075,499) | ||
Options expired (in shares) | (5,000) | ||
Ending balance (in shares) | 7,815,288 | 6,732,197 | |
Unvested (in shares) | 3,350,557 | ||
Vested and exercisable (in shares) | 4,464,731 | ||
Weighted average exercise price | |||
Beginning balance (in dollars per share) | $ 15.59 | ||
Options granted (in dollars per share) | 5.07 | ||
Options exercised (in dollars per share) | 2.81 | ||
Options cancelled (in dollars per share) | 18.33 | ||
Options expired (in dollars per share) | 0.06 | ||
Ending balance (in dollars per share) | 8.03 | $ 15.59 | |
Unvested (in dollars per share) | 7.28 | ||
Vested and exercisable (in dollars per share) | $ 8.59 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, weighted average remaining contractual term | 7 years 2 months 8 days | 7 years 3 months 21 days | |
Options unvested, weighted average remaining contractual term | 8 years 9 months 3 days | ||
Options vested and exercisable, weighted average remaining contractual term | 6 years 7 days | ||
Options outstanding, aggregate intrinsic value | $ 826 | $ 58,979 | |
Unvested, aggregate intrinsic value | 0 | ||
Options vested and exercisable, aggregate intrinsic value | $ 826 |
Stock Compensation Plan - Sto_2
Stock Compensation Plan - Stock Option Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
ESPP | Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | 0% | |
Expected volatility | 60.90% | 72.10% | |
Expected term (years) | 6 months | 6 months 21 days | |
Risk-free interest rate | 22% | 0.11% | |
Employee | Options to purchase common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | 0% | 0% |
Expected volatility | 67.70% | 57.40% | 47.30% |
Expected term (years) | 7 years 21 days | 6 years 1 month 20 days | 6 years |
Risk-free interest rate | 2.51% | 1.06% | 0.63% |
Non-employee | Options to purchase common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | ||
Expected volatility | 50.20% | ||
Expected term (years) | 5 years 8 months 1 day | ||
Risk-free interest rate | 0.37% |
Stock Compensation Plan - Restr
Stock Compensation Plan - Restricted Stock Unit Activity (Details) - Restricted stock units - $ / shares | 12 Months Ended | |
May 19, 2022 | Dec. 31, 2022 | |
Restricted Stock Units | ||
Beginning balance (in shares) | 906,294 | |
Restricted stock units granted (in shares) | 353,625 | 5,193,923 |
Restricted stock units vested (in shares) | (823,620) | |
Restricted stock units cancelled (in shares) | (876,143) | |
Ending balance (in shares) | 4,400,454 | |
Weighted Average Grant Date Fair Value (per share) | ||
Beginning balance (in dollars per share) | $ 34.59 | |
Restricted stock units granted (in dollars per share) | 5.38 | |
Restricted stock units vested (in dollars per share) | 12.43 | |
Restricted stock units cancelled (in dollars per share) | 15.73 | |
Ending balance (in dollars per share) | $ 8 |
Stock Compensation Plan - Sto_3
Stock Compensation Plan - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | $ 22,194 | $ 21,222 | $ 10,917 |
Cost of sales | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 317 | 254 | 290 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 6,145 | 5,672 | 5,201 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | $ 15,732 | $ 15,296 | $ 5,426 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Non labor restructuring | |||||
Restructuring charges | $ 3,513 | $ 0 | $ 0 | ||
Total full-time employees (in percent) | 12% | ||||
Forecast | |||||
Non labor restructuring | |||||
Total full-time employees (in percent) | 9% | ||||
Employee severance and termination-related costs | $ 800 | ||||
Employee severance and termination benefits | |||||
Non labor restructuring | |||||
Restructuring charges | 1,058 | ||||
Non labor restructuring | |||||
Non labor restructuring | |||||
Restructuring charges | $ 2,455 |
Restructuring - Changes in Rest
Restructuring - Changes in Restructuring Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring liability, beginning balance | $ 0 | ||
Restructuring charges | 3,513 | $ 0 | $ 0 |
Cash payments | (928) | ||
Non-cash restructuring | (2,348) | ||
Restructuring liability, ending balance | 237 | 0 | |
Employee severance and termination benefits | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring liability, beginning balance | 0 | ||
Restructuring charges | 1,058 | ||
Cash payments | (928) | ||
Non-cash restructuring | 0 | ||
Restructuring liability, ending balance | 130 | 0 | |
Non labor restructuring | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring liability, beginning balance | 0 | ||
Restructuring charges | 2,455 | ||
Cash payments | 0 | ||
Non-cash restructuring | (2,348) | ||
Restructuring liability, ending balance | $ 107 | $ 0 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current provision (benefit): | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 17 | 26 | 70 |
Foreign | 83 | (81) | 104 |
Total current provision (benefit) | 100 | (55) | 174 |
Deferred provision: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total deferred provision | 0 | 0 | 0 |
Total provision (benefit) | $ 100 | $ (55) | $ 174 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Provision for (benefit from) income taxes | $ 100 | $ (55) | $ 174 |
Increase in unrecognized tax benefits | 1,100 | $ 1,400 | |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 378,800 | ||
Tax credit carryforward | 11,800 | ||
State | California Franchise Tax Board | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 101,800 | ||
Tax credit carryforward | 10,100 | ||
State | States Other Than California Franchise Tax Board | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 81,800 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | $ (20,568) | $ (15,074) | $ (8,696) |
State income taxes | (1,568) | (2,817) | (1,012) |
Foreign rate differential | (57) | (434) | 84 |
Research and development credits | (2,656) | (3,420) | (2,740) |
Change in unrecognized tax benefits | 996 | 1,283 | 1,028 |
Non-deductible stock-based compensation | 3,028 | (21,692) | (5,184) |
Non-deductible permanent expenses | (98) | 629 | 87 |
Other | (329) | 509 | 306 |
Change in valuation allowance | 21,352 | 40,961 | 16,301 |
Total provision (benefit) | $ 100 | $ (55) | $ 174 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 92,313 | $ 85,326 | |
Income tax credit carryforwards | 12,130 | 10,471 | |
Capitalized research and development expenses | 11,102 | 0 | |
Accruals and reserves | 2,684 | 1,996 | |
Deferred revenue | 2,246 | 3,243 | |
Operating lease liability | 5,864 | 6,150 | |
Stock-based compensation | 3,399 | 2,578 | |
Inventory | 414 | 266 | |
Total gross deferred tax assets | 130,152 | 110,030 | |
Less valuation allowance | (124,121) | (102,769) | $ (61,808) |
Net deferred tax assets | 6,031 | 7,261 | |
Deferred tax liabilities: | |||
Contract assets | (414) | (636) | |
Receivables and deferred costs | (231) | (226) | |
Operating lease right-of-use asset | (5,257) | (5,876) | |
Depreciation expense | (129) | (523) | |
Total gross deferred tax liabilities | (6,031) | (7,261) | |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change In Valuation Allowance, Rollforward [Roll Forward] | ||
Balance, beginning of year | $ 102,769 | $ 61,808 |
Additions to valuation allowance | 21,352 | 40,961 |
Balance, end of year | $ 124,121 | $ 102,769 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance, beginning of year | $ 7,390 | $ 5,972 |
Increase related to current year tax positions | 1,100 | 1,418 |
Balance, end of year | $ 8,490 | $ 7,390 |
Statements of Cash Flows (Detai
Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash paid for interest | $ 563 | $ 969 | $ 1,368 |
Cash paid for income taxes | 37 | 3 | 108 |
Non cash investing and financing activities: | |||
Property and equipment transferred to inventory | 2,680 | 0 | 0 |
Inventory transferred to property and equipment | 0 | 2,705 | 0 |
Change in accounts payable and accrued liabilities related to purchases of property and equipment | (46) | 828 | (118) |
Release of repurchase rights on early exercised options | $ 0 | $ 0 | $ 328 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Jul. 01, 2021 claim patent | Dec. 31, 2021 investedFirm | Jul. 31, 2013 shares | Oct. 31, 2011 USD ($) | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |||||
Upfront payment | $ 15,000 | ||||
Common stock issued (in shares) | shares | 250,992 | ||||
Annual minimum royalty payment | $ 10,000 | ||||
Number of firms invested in company | investedFirm | 3 | ||||
Loss contingency accrual | 0 | ||||
Purchase obligations | $ 36,700,000 | ||||
AbCellera And UBC | |||||
Loss Contingencies [Line Items] | |||||
Case management order, maximum number of patents allegedly infringed | patent | 2 | ||||
Case management order, maximum asserted patent claims per patent | claim | 4 |
Commitment and Contingencies _2
Commitment and Contingencies - Product Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Balance, beginning of period | $ 1,085 | $ 1,271 | $ 1,065 |
Adjustments to existing warranties | (571) | (707) | (490) |
Provision for new warranties | 813 | 1,217 | 1,440 |
Settlement of pre-existing warranties | (578) | (696) | (744) |
Balance, end of period | $ 749 | $ 1,085 | $ 1,271 |
Net Loss Attributable to Comm_3
Net Loss Attributable to Common Stockholders Per Share - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | |||
Net loss | $ (98,040) | $ (71,724) | $ (41,584) |
Cumulative undeclared dividends on Series D convertible preferred stock | 0 | 0 | (1,735) |
Net loss attributable to common stockholders, basic | (98,040) | (71,724) | (43,319) |
Net loss attributable to common stockholders, diluted | $ (98,040) | $ (71,724) | $ (43,319) |
Denominator | |||
Weighted-average shares used to compute net income per share, basic (in shares) | 68,868,596 | 66,707,129 | 31,192,752 |
Weighted-average shares used to compute net income per share, diluted (in shares) | 68,868,596 | 66,707,129 | 31,192,752 |
Net loss per share | |||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (1.42) | $ (1.08) | $ (1.39) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (1.42) | $ (1.08) | $ (1.39) |
Net Loss Attributable to Comm_4
Net Loss Attributable to Common Stockholders Per Share - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the calculation of net loss per share (in shares) | 12,215,742 | 7,638,491 | 9,739,334 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the calculation of net loss per share (in shares) | 7,815,288 | 6,732,197 | 9,739,334 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the calculation of net loss per share (in shares) | 4,400,454 | 906,294 | 0 |
Segments (Details)
Segments (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Number of operating segments | segment | 1 | ||
Total revenue | $ 78,595 | $ 85,388 | $ 64,303 |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 38,319 | 41,231 | 32,544 |
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 26,682 | 35,215 | 19,383 |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 13,594 | $ 8,942 | $ 12,376 |