Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 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 | 001-31822 | ||
Entity Registrant Name | ACCELERATE DIAGNOSTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-1072256 | ||
Entity Address, Address Line One | 3950 South Country Club Road | ||
Entity Address, Address Line Two | Suite 470 | ||
Entity Address, City or Town | Tucson | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85714 | ||
City Area Code | 520 | ||
Local Phone Number | 365-3100 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | AXDX | ||
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 | $ 53 | ||
Entity Common Stock, Shares Outstanding | 99,628,245 | ||
Documents Incorporated by Reference | Portions of the definitive proxy statement relating to the registrant’s 2023 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K. | ||
Entity Central Index Key | 0000727207 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Phoenix, Arizona |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 34,905 | $ 39,898 |
Investments | 10,656 | 23,720 |
Trade accounts receivable, net | 2,416 | 2,320 |
Inventory | 5,194 | 5,067 |
Prepaid expenses | 818 | 768 |
Other current assets | 2,025 | 1,558 |
Total current assets | 56,014 | 73,331 |
Property and equipment, net | 3,478 | 5,389 |
Finance lease assets, net | 2,422 | 0 |
Operating lease right of use assets, net | 1,859 | 2,510 |
Other non-current assets | 1,242 | 1,817 |
Total assets | 65,015 | 83,047 |
Current liabilities: | ||
Accounts payable | 4,501 | 1,983 |
Accrued liabilities | 2,682 | 2,853 |
Accrued interest | 472 | 909 |
Deferred revenue | 547 | 451 |
Current portion of convertible notes | 56,413 | 0 |
Current portion of long-term debt | 0 | 80 |
Finance lease, current | 1,113 | 0 |
Operating lease, current | 829 | 669 |
Total current liabilities | 66,557 | 6,945 |
Finance lease, non-current | 782 | 0 |
Operating lease, non-current | 1,545 | 2,381 |
Other non-current liabilities | 874 | 808 |
Accrued interest, related-party | 663 | 0 |
Long-term, debt related-party | 16,858 | 0 |
Convertible notes | 0 | 107,984 |
Total liabilities | 87,279 | 118,118 |
Commitments and contingencies (see note 16) | ||
Stockholders' deficit: | ||
Preferred shares, $0.001 par value 5,000,000 preferred shares authorized and 3,954,546 outstanding as of December 31, 2022 and 2021 | 4 | 4 |
Common stock, $0.001 par value 200,000,000 common shares authorized with 97,477,546 shares issued and outstanding on December 31, 2022 and 100,000,000 common shares authorized with 67,649,018 shares issued and outstanding on December 31, 2021 | 97 | 68 |
Contributed capital | 630,341 | 580,652 |
Treasury stock | (45,067) | (45,067) |
Accumulated deficit | (607,239) | (570,668) |
Accumulated other comprehensive loss | (400) | (60) |
Total stockholders' deficit | (22,264) | (35,071) |
Total liabilities and stockholders' deficit | $ 65,015 | $ 83,047 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value ( in dollars per share) | $ 0.001 | $ 0.001 |
Preferred shares, shares authorized ( in shares) | 5,000,000 | 5,000,000 |
Preferred shares, shares outstanding ( in shares) | 3,954,546 | 3,954,546 |
Common stock, par value ( in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized ( in shares) | 200,000,000 | 100,000,000 |
Common stock, shares issued ( in shares) | 97,477,546 | 67,649,018 |
Common stock, shares outstanding ( in shares) | 97,477,546 | 67,649,018 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 12,752,000 | $ 11,782,000 | $ 11,165,000 |
Cost of sales: | |||
Cost of sales of products and services | 9,449,000 | 7,663,000 | 6,706,000 |
Inventory write-down | 0 | 4,500,000 | 0 |
Total cost of sales | 9,449,000 | 12,163,000 | 6,706,000 |
Gross profit (loss) | 3,303,000 | (381,000) | 4,459,000 |
Costs and expenses: | |||
Research and development | 26,915,000 | 21,943,000 | 21,255,000 |
Sales, general and administrative | 39,193,000 | 49,236,000 | 46,904,000 |
Total costs and expenses | 66,108,000 | 71,179,000 | 68,159,000 |
Loss from operations | (62,805,000) | (71,560,000) | (63,700,000) |
Other income (expense): | |||
Interest expense | (2,274,000) | (15,545,000) | (15,550,000) |
Interest expense related-party | (1,497,000) | 0 | 0 |
Gain on extinguishment of debt | 3,565,000 | 9,793,000 | 0 |
Foreign currency exchange gain (loss) | 117,000 | (413,000) | 252,000 |
Interest income | 551,000 | 88,000 | 855,000 |
Other expense, net | (227,000) | (20,000) | (60,000) |
Total other income (expense), net | 235,000 | (6,097,000) | (14,503,000) |
Net loss before income taxes | (62,570,000) | (77,657,000) | (78,203,000) |
Benefit (provision) for income taxes | 77,000 | (45,000) | (5,000) |
Net loss | $ (62,493,000) | $ (77,702,000) | $ (78,208,000) |
Basic net loss per share (in dollars per share) | $ (0.76) | $ (1.26) | $ (1.40) |
Diluted net loss per share ( in dollars per share) | $ (0.76) | $ (1.26) | $ (1.40) |
Weighted average shares outstanding, basic (in shares) | 82,161 | 61,727 | 56,010 |
Weighted average shares outstanding, diluted (in shares) | 82,161 | 61,727 | 56,010 |
Other comprehensive loss: | |||
Net loss | $ (62,493,000) | $ (77,702,000) | $ (78,208,000) |
Net unrealized loss on investments | (14,000) | (34,000) | (2,000) |
Foreign currency translation adjustment | (326,000) | (117,000) | 151,000 |
Comprehensive loss | $ (62,833,000) | $ (77,853,000) | $ (78,059,000) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - USD ($) $ in Thousands | Total | Common Shares | Preferred Shares | Cumulative impact of accounting change | Preferred Shares | Preferred Shares Preferred Shares | Common Shares | Common Shares Common Shares | Contributed Capital | Contributed Capital Common Shares | Contributed Capital Preferred Shares | Contributed Capital Cumulative impact of accounting change | Accumulated Deficit | Accumulated Deficit Cumulative impact of accounting change | Treasury stock | Accumulated Other Comprehensive Loss |
Beginning balance (shares) at Dec. 31, 2019 | 0 | 54,709,000 | ||||||||||||||
Beginning balance, amount at Dec. 31, 2019 | $ (7,379) | $ (105) | $ 0 | $ 55 | $ 452,344 | $ (414,653) | $ (105) | $ (45,067) | $ (58) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | (78,208) | (78,208) | ||||||||||||||
Exercise of options and restricted stock awards issued (in shares) | 2,858,000 | |||||||||||||||
Exercise of options and restricted stock awards issued | 6,062 | $ 3 | 6,059 | |||||||||||||
Issuance of common stock under employee purchase plan (shares) | 41,000 | |||||||||||||||
Issuance of common stock under employee purchase plan | 359 | 359 | ||||||||||||||
Unrealized loss on investments | (2) | (2) | ||||||||||||||
Foreign currency translation adjustment | 151 | 151 | ||||||||||||||
Equity-based compensation | 16,310 | 16,310 | ||||||||||||||
Ending balance (shares) at Dec. 31, 2020 | 0 | 57,608,000 | ||||||||||||||
Ending balance, amount at Dec. 31, 2020 | (62,812) | $ 0 | $ 58 | 475,072 | (492,966) | (45,067) | 91 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | (77,702) | (77,702) | ||||||||||||||
Issuance of stock (shares) | 3,955,000 | 4,937,000 | ||||||||||||||
Issuance of stock | $ 32,405 | $ 30,450 | $ 4 | $ 5 | $ 32,400 | $ 30,446 | ||||||||||
Cancellation of common stock (shares) | (2,643,000) | |||||||||||||||
Cancellation of common stock | $ (20,300) | $ (3) | (20,297) | |||||||||||||
Exercise of options and restricted stock awards issued (in shares) | 426,762 | 1,090,000 | ||||||||||||||
Exercise of options and restricted stock awards issued | $ 1,620 | $ 1 | 1,619 | |||||||||||||
Issuance of common stock under employee purchase plan (shares) | 54,000 | |||||||||||||||
Issuance of common stock under employee purchase plan | 326 | 326 | ||||||||||||||
Unrealized loss on investments | (34) | (34) | ||||||||||||||
Foreign currency translation adjustment | (117) | (117) | ||||||||||||||
Issuance of shares to retire Convertible Senior Notes (shares) | 6,603,000 | |||||||||||||||
Issuance of shares to retire Convertible Senior Notes | 38,903 | $ 7 | 38,896 | |||||||||||||
Equity-based compensation | 22,190 | 22,190 | ||||||||||||||
Ending balance (shares) at Dec. 31, 2021 | 3,955,000 | 67,649,000 | ||||||||||||||
Ending balance, amount at Dec. 31, 2021 | (35,071) | $ (11,516) | $ 4 | $ 68 | 580,652 | $ (37,438) | (570,668) | $ 25,922 | (45,067) | (60) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | $ (62,493) | (62,493) | ||||||||||||||
Issuance of stock (shares) | 17,500,000 | |||||||||||||||
Issuance of stock | $ 32,872 | $ 17 | $ 32,855 | |||||||||||||
Exercise of options and restricted stock awards issued (in shares) | 6,105 | 1,308,000 | ||||||||||||||
Exercise of options and restricted stock awards issued | $ 7 | $ 1 | 6 | |||||||||||||
Issuance of common stock under employee purchase plan (shares) | 222,000 | |||||||||||||||
Issuance of common stock under employee purchase plan | 224 | 224 | ||||||||||||||
Unrealized loss on investments | (14) | (14) | ||||||||||||||
Foreign currency translation adjustment | (326) | (326) | ||||||||||||||
Issuance of shares to retire Convertible Senior Notes (shares) | 10,799,000 | |||||||||||||||
Issuance of shares to retire Convertible Senior Notes | 10,180 | $ 11 | 10,169 | |||||||||||||
Capital contribution from related-party in connection with exchange transaction | 29,847 | 29,847 | ||||||||||||||
Warrants issued to related party | 3,753 | 3,753 | ||||||||||||||
Equity-based compensation | 10,273 | 10,273 | ||||||||||||||
Ending balance (shares) at Dec. 31, 2022 | 3,955,000 | 97,478,000 | ||||||||||||||
Ending balance, amount at Dec. 31, 2022 | $ (22,264) | $ 4 | $ 97 | $ 630,341 | $ (607,239) | $ (45,067) | $ (400) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (62,493,000) | $ (77,702,000) | $ (78,208,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 3,000,000 | 2,518,000 | 2,997,000 |
Amortization of investment discount | 98,000 | 226,000 | 99,000 |
Equity-based compensation expense | 10,625,000 | 22,047,000 | 16,464,000 |
Amortization of debt discount and issuance costs | 474,000 | 11,542,000 | 11,168,000 |
Amortization of debt discount related party | 834,000 | 0 | 0 |
Realized loss on available-for-sale securities | 0 | 0 | 3,000 |
Unrealized loss on equity investments | 211,000 | 0 | 0 |
Loss (gain) on disposal of property and equipment | 133,000 | (75,000) | 785,000 |
Gain on extinguishment of debt | (3,565,000) | (9,793,000) | 0 |
Inventory write-down | 0 | 4,500,000 | 0 |
(Increase) decrease in assets: | |||
Contributions to deferred compensation plan | (298,000) | (484,000) | (357,000) |
Accounts receivable | (96,000) | (770,000) | 1,592,000 |
Inventory | (236,000) | (415,000) | (1,356,000) |
Prepaid expense and other assets | 138,000 | 1,014,000 | (2,087,000) |
Increase (decrease) in liabilities: | |||
Accounts payable | 2,920,000 | 273,000 | (1,006,000) |
Accrued liabilities and other | (861,000) | (469,000) | (909,000) |
Accrued interest | (437,000) | (283,000) | 0 |
Accrued interest from related-party | 663,000 | 0 | 0 |
Deferred revenue and income | 96,000 | 75,000 | 105,000 |
Deferred compensation | 66,000 | 473,000 | 316,000 |
Net cash used in operating activities | (48,728,000) | (47,323,000) | (50,394,000) |
Cash flows from investing activities: | |||
Purchases of equipment | (554,000) | (603,000) | (1,362,000) |
Purchase of marketable securities | (27,506,000) | (30,081,000) | (46,933,000) |
Proceeds from sales of marketable securities | 0 | 250,000 | 0 |
Maturities of marketable securities | 40,477,000 | 38,738,000 | 61,901,000 |
Net cash provided by investing activities | 12,417,000 | 8,304,000 | 13,606,000 |
Cash flows from financing activities: | |||
Proceeds from issuance of common and preferred shares, net | 32,872,000 | 42,880,000 | 359,000 |
Proceeds from exercise of options | 7,000 | 1,620,000 | 6,062,000 |
Proceeds from issuance of common stocks under employee purchase plan | 224,000 | 326,000 | 0 |
Proceeds from debt | 0 | 0 | 5,578,000 |
Payment of debt | (80,000) | (360,000) | (366,000) |
Payments on finance leases | (1,201,000) | 0 | 0 |
Debt exchange and common stock issuance cost | (192,000) | (1,240,000) | 0 |
Net cash provided by financing activities | 31,630,000 | 43,226,000 | 11,633,000 |
Effect of exchange rate on cash | (312,000) | (90,000) | (78,000) |
(Decrease) increase in cash and cash equivalents | (4,993,000) | 4,117,000 | (25,233,000) |
Cash and cash equivalents, beginning of period | 39,898,000 | 35,781,000 | 61,014,000 |
Cash and cash equivalents, end of period | 34,905,000 | 39,898,000 | 35,781,000 |
Non-cash investing activities: | |||
Net transfer of instruments from inventory to property and equipment, net | 168,000 | 688,000 | 1,525,000 |
Non-cash financing activities: | |||
Extinguishment of convertible senior notes through issuance of common stock | 10,180,000 | 38,902,000 | 0 |
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 49,624,000 | 0 | 0 |
Fair value of new note from related-party issued in connection with the exchange transaction | 16,024,000 | 0 | 0 |
Fair value of common stock warrant issued to related-party in connection with exchange transaction | 3,753,000 | 0 | 0 |
Capital contribution from related-party in connection with the exchange transaction | 29,847,000 | 0 | 0 |
Right-of-use assets obtained in exchange for finance lease obligations | 3,096,000 | 0 | 0 |
Supplemental cash flow information: | |||
Interest paid | 2,214,000 | 4,288,000 | 4,288,000 |
Income taxes paid, net of refunds | $ 0 | $ 0 | $ 43,000 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION | NOTE 1. ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION Accelerate Diagnostics, Inc. (“we” or “us” or “our” or “Accelerate” or “the Company”) is an in vitro diagnostics company dedicated to providing solutions that improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, (“U.S. GAAP”), and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), regarding annual financial reporting. All amounts are rounded to the nearest thousand dollars unless otherwise indicated. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances. Liquidity and Going Concern Since inception, the Company has not achieved profitable operations or positive cash flows from operations. The Company’s accumulated deficit totaled $607.2 million as of December 31, 2022. During the year ended December 31, 2022, the Company had a net loss of $62.5 million and negative cash flows from operations of $48.7 million. As of December 31, 2022, the Company's 2.5% Convertible Senior Notes (the “Notes”) had a maturity date of March 15, 2023 and the Company had a working capital deficit. The Notes matured on March 15, 2023 and became due and payable. On March 9, 2023, the Company entered into a forbearance agreement commencing on March 13, 2023 and ending on March 29, 2023. On March 29, 2023, the Company and noteholders agreed to further extend the forbearance period under the forbearance agreement to April 5, 2023. See Note 10, Convertible Notes and Note 21, Subsequent Events for additional information. As of December 31, 2022, the Company had $45.6 million in cash and cash equivalents and investments, a decrease of $18.0 million from $63.6 million at December 31, 2021. The primary reason for the decrease was due to cash used in operations during the period. The future success of the Company is dependent on its ability to successfully commercialize its products, obtain regulatory clearance for and successfully launch its future product candidates, obtain additional capital and ultimately attain profitable operations. The Company is subject to a number of risks similar to other early commercial stage life science companies, including, but not limited to commercially launching the Company’s products, development and market acceptance of the Company’s product candidates, development by its competitors of new technological innovations, protection of proprietary technology, and raising additional capital. Historically, the Company has funded its operations primarily through multiple equity raises and the issuance of debt. The Company’s primary use of capital has been for the development and commercialization of the Accelerate Pheno system and development of complementary products. While the Company continues to explore additional funding in the form of potential equity and/or debt financing arrangements or similar transactions, as well as non-cash means to settle or refinance the Notes, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. Although the Company is actively considering all available strategic alternatives to maximize value, if we are unable to obtain adequate capital resources to fund operations and address the maturity of the Notes that are in forbearance, we would not be able to continue to operate our business pursuant to our current plans. This may require us to file a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in order to implement a restructuring. The Company is required to evaluate its financial condition as of the date of filing this Form 10-K pursuant to the requirements of ASC 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Based on its evaluation pursuant to ASC 205-40, the Company has determined that, as of the date of this Form 10-K filing, there is substantial doubt about its ability to continue as a going concern, as the Company does not currently have adequate financial resources to pay its outstanding debt obligation under the Notes and to fund its forecasted operating costs for at least twelve months from the date of issuance of these consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the Company’s consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to accounts receivable, inventory, property and equipment, accrued liabilities, warranty liabilities, convertible notes, tax valuation accounts, equity–based compensation, revenue and leases. Actual results could differ materially from those estimates. Estimated Fair Value of Financial Instruments The Company follows ASC 820 , Fair Value Measurement , which has defined fair value and requires the Company to establish a framework for measuring fair value and disclose fair value measurements. The framework requires the valuation of assets and liabilities subject to fair value measurements using a three tiered approach and fair value measurement be classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts of financial instruments such as cash and cash equivalents, trade accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, and other current liabilities approximate the related fair values due to the short-term maturities of these instruments. See Note 4, Fair Value of Financial Instruments, for further information and related disclosures regarding the Company’s fair value measurements. The estimated fair value of the Company’s convertible notes represents a Level 2 measurement. See Note 10, Convertible Notes for further detail on the Company’s convertible notes. The long-term debt with a related-party consisting of the Secured Note (as defined in Note 11) and the Warrant are instruments measured at fair value on a non-recurring basis using Level 3 inputs. See Note 11, Long-Term Debt Related-Party for further detail on the Secured Note and the Warrant. Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less at time of purchase are considered to be cash equivalents. Cash and cash equivalents include overnight repurchase agreement accounts and other investments. As part of the Company’s cash management process, excess operating cash is invested in overnight repurchase agreements with its bank. Repurchase agreements and other investments classified as cash and cash equivalents are not deposits and are not insured by the U.S. Government, the FDIC or any other government agency and involve investment risk including possible loss of principal. The Company diversifies its cash holdings, but does have deposits at three institutions in excess of the FDIC coverage limit. Notwithstanding the possibility of bank failures, we believe that as a result of the Company’s selected banks, diversified holdings strategy, and the U.S. Government’s continued support to stabilize the banking system, such as steps taken in March 2023 as a result of bank failures, that the market risk arising from holding these financial instruments is minimal. Investments The Company invests in various debt and equity securities which are primarily held in the custody of major financial institutions. Debt securities consist of certificates of deposit, U.S. government and agency securities, commercial paper, and corporate notes and bonds. Equity securities consist of mutual funds. The Company records these investments in the consolidated balance sheet at fair value. Unrealized gains or losses for debt securities available-for-sale and are included in accumulated other comprehensive loss, a component of stockholders’ deficit. Unrealized gains or losses for equity securities are included in other income (expense), net, a component of statements of operations and comprehensive loss. The Company considers all debt securities available-for-sale, including those with maturity dates beyond 12 months, as available to support current operational liquidity needs. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. We perform an assessment to determine whether there have been any events or economic circumstances to indicate that a debt security available-for-sale in an unrealized loss position has suffered impairment as a result of credit loss or other factors. A debt security is considered impaired if its fair value is less than its amortized cost basis at the reporting date. If we intend to sell the debt security or if it is more-likely-than-not that we will be required to sell the debt security before the recovery of its amortized cost basis, the impairment is recognized and the unrealized loss is recorded as a direct write-down of the security's amortized cost basis with an offsetting entry to earnings. If we do not intend to sell the debt security or believe we will not be required to sell the debt security before the recovery of its amortized cost basis, the impairment is assessed to determine if a credit loss component exists. We use a discounted cash flow method to determine the credit loss component. In the event a credit loss exists, an allowance for credit losses is recorded in earnings for the credit loss component of the impairment while the remaining portion of the impairment attributable to factors other than credit loss is recognized, net of tax, in accumulated other comprehensive income (loss). The amount of impairment recognized due to credit factors is limited to the excess of the amortized cost basis over the fair value of the security. Inventory Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method. The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale or has a cost basis in excess of its estimated realizable value and records a charge to expense for such inventory as appropriate. We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory. Most of our inventory provisions relate to excess quantities of products, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. See Note 6, Inventory, for further information and related disclosures. Accounts Receivable Accounts receivable consist of amounts due to the Company for sales to customers and are based on what we expect to collect in exchange for goods and services. Receivables are considered past due based on the contractual payment terms and are written off if reasonable collection efforts prove unsuccessful. We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the consolidated statements of operations. We assess collectibility by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. In determining the amount of the allowance for credit losses, we consider historical collectibility and make judgments about the creditworthiness of customers based on credit evaluations. Our customers typically have good credit quality. We also consider customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The allowance for credit losses for the year ended December 31 is comprised of the following (in thousands): 2022 2021 2020 Beginning balance $ 140 $ 445 $ — Provisions 204 123 684 Write-offs (20) (428) (239) $ 324 $ 140 $ 445 The provisions recorded during the year ended December 31, 2022, are primarily in connection with aged net investment in sales-type leases. The write-offs and provisions recorded during the years ended December 31, 2021 and 2020, are primarily due to restructuring activity of the Company's Europe, Middle East and Africa (“EMEA”) business. These credit losses were incurred as part of the Company terminating agreements with select distributors in geographies it exited and did not pursue collection of these accounts receivables. Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and expenditures for major improvements are capitalized. Gains and losses from retirement or replacement are included in costs and expenses. Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the assets, ranging from one Instruments Classified as Property and Equipment Property and equipment includes Accelerate Pheno systems (also referred to as instruments) used for sales demonstrations, instruments under rental agreements and instruments used for research and development. Depreciation expense for instruments used for sales demonstrations is recorded as a component of sales, general and administrative expense. Depreciation expense for instruments placed at customer sites pursuant to reagent rental agreements is recorded as a component of cost of sales. Depreciation expense for instruments used in our laboratory and research is recorded as a component of research and development expense. The Company retains title to these instruments and depreciates them over five years. Losses from the retirement of returned instruments are included in costs and expenses. The Company evaluates the recoverability of the carrying amount of its instruments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, and at least annually. This evaluation is based on our estimate of future cash flows and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of instruments. For the years ended December 31, 2022 and 2021, the Company identified potential impairment indicators related to instruments installed at customer sites under rental agreement that have not yet generated revenue and the length of time from when these instruments are installed to when revenue is initially generated. The Company’s evaluation for impairment included consideration of the cash flows of current revenue generating instruments, the length of time to recover the carrying value, the historical rate of returned instruments from customers and the Company’s ability to resell or repurpose used instruments. As a result of the Company’s evaluation, no impairment charges were recorded at December 31, 2022 and 2021. See Note 7, Property and Equipment, for further information and related disclosures. Long-lived Assets Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows from and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of the long-lived asset. Warranty Reserve Instruments are typically sold with a one year limited warranty, while kits and accessories are typically sold with a sixty days limited warranty. Accordingly, a provision for the estimated cost of the limited warranty repair is recorded at the time revenue is recognized. Our estimated warranty provision is based on our estimate of future repair events and the related estimated cost of repairs. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. The cost incurred for these provisions is included in cost of sales on the consolidated statements of operations and comprehensive loss. Product warranty reserve activity for the years ended December 31 is as follows (in thousands): 2022 2021 2020 Beginning balance $ 139 $ 232 $ 403 Provisions 389 (22) 13 Warranty cost incurred (303) (71) (184) $ 225 $ 139 $ 232 Convertible Notes On January 1, 2022 the Company adopted Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). As a result, the Notes are now accounted for as a single liability measured at their amortized cost. The Notes are no longer bifurcated between debt and equity and are instead accounted for entirely as debt at face value net of any discount or premium and issuance costs. Interest expense is comprised of (1) cash interest payments, (2) amortization of any debt discounts or premiums based on the original offering, and (3) amortization of any debt issuance costs. Gain or loss on extinguishment of Notes is calculated as the difference between the (i) fair value of the consideration transferred and (ii) the sum of the carrying value of the debt at the time of repurchase. See Recently Issued Accounting Pronouncements, section in this footnote and Note 10, Convertible Notes, for further information and related disclosures. Accounting for Government Assistance The Company follows ASC 832, Disclosures by Business Entities about Government Assistance, which aims to provide increased transparency by requiring business entities to disclose information about certain types of government assistance they receive in the notes to the financial statements. The Paycheck Protection Program (“PPP”) Loan, was established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, through a significant expansion of the Small Business Administration (“SBA”) 7(a) loan program. During April 2020, the Company entered into a promissory note (the “PPP Note”) evidencing an unsecured loan in the amount of $4.8 million. The Company elected to account for the PPP Note in accordance with ASC 470, Debt, with interest accrued in accordance with the interest method under ASC 835-30, Imputation of Interest. The Company recognized the entire PPP Note amount as a liability on the balance sheet, with interest accrued and expensed over the term of the loan. The Company did not impute additional interest at a market rate because transactions where interest rates are prescribed by governmental agencies are excluded from the scope of ASC 835-30. The PPP Note remained a liability until the Company was legally released from being the primary obligor under the liability (i.e. when the PPP Note was forgiven). During July 2021, the SBA informed the Company of its full forgiveness for the entire loan amount plus accrued interest, which was $4.8 million as of the date of forgiveness. The SBA’s determination of loan forgiveness does not preclude further investigation by the SBA according to its rules and regulations. As a result of the approval of the Company's application for forgiveness the Company recorded income from the extinguishment as a gain, recorded to other income (expense), net for the year ended December 31, 2021. See Note 9, Long-Term Debt for further detail regarding the PPP Note. Revenue Recognition The Company recognizes revenue when control of the promised good or service is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales taxes are excluded from revenues. The Company determines revenue recognition through the following steps: • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations • Recognition of revenue as we satisfy a performance obligation Product revenue is derived from the sale or rental of instruments and sales of related consumable products. When an instrument is sold, revenue is generally recognized upon installation of the unit consistent with contract terms, which do not include a right of return. When a consumable product is sold, revenue is generally recognized upon shipment. Invoices are generally issued when revenue is recognized. Payment terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment is due is not significant. Service revenue is derived from the sale of extended service agreements which are generally non-cancellable. This revenue is recognized on a straight-line basis over the contract term beginning on the effective date of the contract because the Company is standing ready to provide services. Invoices are generally issued annually and coincide with the beginning of individual service terms. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines relative standalone selling prices based on the price charged to customers for each individual performance obligation. Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined these costs would have an amortization period of less than one year and has elected to recognize them as an expense when incurred. Contract asset opening and closing balances were immaterial for the years ended December 31, 2022, 2021, and 2020. Gross Profit (Loss) and Gross Margin Gross profit consists of total revenue, net of allowances, less cost of sales. Cost of sales includes cost of materials, direct labor, equity-based compensation, facility and other manufacturing overhead costs for consumable tests and instruments sold to customers. Cost of sales for instruments also includes depreciation on revenue generating instruments that have been placed with our customers under a reagent rental agreement. Cost of sales includes repair and maintenance cost for instruments covered by a service agreement or instruments covered by a reagent rental agreement. Cost of sales also includes warranty related costs. The Company’s overall gross margin was 26%, (3)% and 40% for the years ended December 31, 2022, 2021 and 2020, respectively. During the years ended December 31, 2022 and 2020, the Company recorded gross profit, while recording a gross loss during the year end December 31, 2021. The Company incurred a one-time inventory write-down of $4.5 million for the year ended December 31, 2021 which put the Company in a gross loss position. No write-downs of inventory were recorded for the years ended December 31, 2022 and 2020. An immaterial amount of this inventory was sold to customers for the year ended December 31, 2022. The Company manufactures pre-launch inventory in advance of regulatory approval. This inventory is expensed before an economic benefit is probable. Pre-launch inventory sold to customers, previously not capitalized and expensed in a previous year for the years ended December 31, 2022, 2021 and 2020 was $0.6 million, $0.2 million and $0.1 million, respectively. Shipping and Handling Shipping and handling costs billed to customers are included as a component of revenue. The corresponding expense incurred with third party carriers is included as a component of sales, general and administrative costs on the consolidated statements of operations and comprehensive loss. Restructure Activity During the year ended December 31, 2020, following the completion of a strategic review of the Company's Europe, Middle East and Africa (“EMEA”) business, the Company's board of directors (the “Board”) approved a plan to reduce its workforce, focus the geographies it plans to operate in, and terminate agreements with some distributors in geographies it plans on exiting (collectively, the “EMEA Restructuring Plan”). As of December 31, 2020, the Company substantially completed the workforce reduction portion of the EMEA Restructuring Plan. Restructuring charges are primarily comprised of employee severance and other post-employment benefits. The Company evaluates the nature of these costs to determine if they relate to on-going benefit arrangements which are accounted for under ASC 712, Compensation - Nonretirement Postemployment Benefits, or one-time benefit arrangements which are accounted for under ASC 420, Exit or Disposal Cost Obligations. The Company incurred expenses of $0.4 million during the year ended December 31, 2020, in connection with the EMEA Restructuring Plan which was primarily a component of ASC 712. These expenses were recorded as a component of sales, general and administrative costs on the consolidated statements of operations and comprehensive loss. No material restructuring liabilities were outstanding as of December 31, 2022, 2021 and 2020. Leases The Company accounts for leases in accordance with ASC 842, Leases. The Company determines if an arrangement is or contains a lease and the type of lease at inception. The Company classifies leases as finance leases (lessee) or sales-type leases (lessor) when there is either a transfer of ownership of the underlying asset by the end of the lease term, the lease contains an option to purchase the asset that we are reasonably certain will be exercised, the lease term is for the major part of the remaining economic life of the asset, the present value of the lease payments and any residual value guarantee equals or substantially exceeds all the fair value of the asset, or the asset is of such a specialized nature that it will have no alternative use to the lessor at the end of the lease term. Payments contingent on future events (i.e. based on usage) are considered variable and excluded from lease payments for the purposes of classification and initial measurement. Several of our leases include options to renew or extend the term upon mutual agreement of the parties and others include one-year extensions exercisable by the lessee. None of our leases contain residual value guarantees, restrictions, or covenants. To determine whether a contract contains a lease, the Company uses its judgment in assessing whether the lessor retains a material amount of economic benefit from an underlying asset, whether explicitly or implicitly identified, which party holds control over the direction and use of the asset, and whether any substantive substitution rights over the asset exist. Leases as Lessee Operating leases are included in right-of-use (“ROU”) assets and corresponding lease liabilities, and finance leases are included in ROU assets and corresponding lease liabilities within our condensed consolidated balance sheets. These assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and their related liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Typically, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments. We use the implicit rate when readily determinable. ROU assets are net of lease payments made and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term, which may include options to extend or terminate the lease when it is reasonably certain that we will exercise the option. Our operating leases consist primarily of leased office, factory, and laboratory space in the U.S. and office space in Europe, have between two Leases as Lessor The Company leases instruments to customers under “reagent rental” agreements, whereby the customer agrees to purchase consumable products over a stated term, typically five years or less, for a volume-based price that includes an embedded rental for the instruments. When collectibility is probable, that amount is recognized as income at lease commencement for sales-type leases and as product is shipped, typically in a straight–line pattern, over the term for operating leases, which typically include a termination without cause or penalty provision given a short notice period. Consideration is allocated between lease and non-lease components based on stand-alone selling price in accordance with ASC 606, Revenue from Contracts with Customers. Net investment in sales-type leases are included within our condensed consolidated balance sheets as a component of other current assets and other non-current assets, which include the present value of lease payments not yet received and the present value of the residual asset, which are determined using the information available at commencement, including the lease term, estimated useful life, rate implicit in the lease, and expected fair value of the instrument. See Note 16, Leases for further information. Nonqualified Cash Deferral Plan The Company's Cash Deferral Plan (the “Deferral Plan”), provides certain key employees, with an opportunity to defer the receipt of such participant's base salary. The Deferral Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code. All of the investments held in the Deferral Plan are equity securities consisting of mutual funds and recorded at fair value with changes in the investments' fair value recognized as earnings in the period they occur. The corresponding liability for the Deferral Plan is included in other non-current liabilities in the consolidated balance sheet. Equity-Based Compensation The Company may award stock options, restricted stock units (“RSUs”), performance-based awards and other equity-based instruments to its employees, directors and consultants. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period for each tranche (an accelerated attribution method). Performance-based awards vest based on the achievement of performance targets. Compensation costs associated with performance-based awards are recognized over the requisite service period based on probability of achievement. Performance-based awards require management to make assumptions regarding the likelihood of achieving performance targets. The Company estimates the fair value of service based and performance based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. • Volatility: The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. • Expected term: The estimate expected term for employee awards is based on a simplified method that considers an insufficient history of employee exercises. For consultant awards, the estimated expected term is the same as the life of the award. • Risk-free interest rate: The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term. • Dividend yield: The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future. The Company records the fair value of RSUs or stock grants based on the published closing market price on the day before the grant date. The Company accounts for forfeitures as they occur rather than on an estimated basis. The Company also has an employee stock purchase program whereby eligible employees can elect payroll deductions that are subsequently used to purchase common stock at a discounted price. There is no compensation recorded for this program as (i) the purchase discount does not exceed the issuance costs that would have been incurred to raise a significant amount of capital by a public offering, (ii) substantially all employees that meet limited employment qualifications may participate on an equitable basis, and (iii) the plan doesn't incorporate option features that would require compensation to be recorded. See Note 13, Employee Equity-Based Compensation for further information. Deferred Tax Assets Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets. The change in deferred tax assets and liabilities for the period represents the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws in deferred tax assets and liabilities are reflected as an adjustment to the tax provision or benefit in the period of enactment. The Company follows the provisions of ASC 740, Income Taxes, to account for any uncertainty in income taxes with respect to the accounting for all tax positions taken (or expected to be taken) on any income tax return. This guidance applies to all open tax periods in all tax jurisdictions in which the Company is required to file an income tax return. Under U.S. GAAP, in order to recognize an uncertain tax benefit the taxpayer must be more likely than not certain of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more likely than not to be realized upon resolution of the position. Interest and penalties, if any, would be recorded within tax expense. Foreign Currency Translation and Foreign Currency Transactions Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive loss in the consolidated statements of stockholders’ deficit. The Company has assets and liabilities, including receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to re-measurement, the impact of which is recorded in foreign currency exchange gain and loss, within the consolidated statement of operations and comprehensive loss. Loss Per Share Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Potentially dilutive common shares consist of shares issuable from stock options, unvested RSUs and exercise of the Warrant. Potentially dilutive common shares also include common shares that would be issued upon debt conversion, exchange for Series A Preferred Stock, or in connection with a securities purchase agreement. Diluted earnings are not presented when the effect of adding such additional common shares is antidilutive. See Note 12, Loss Per Share, for further information. Comprehensive Loss In |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 3. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments and accounts receivable, including receivables from major customers. The Company has financial institutions for banking operations that hold 10% or more of the Company’s cash and cash equivalents. As of December 31, 2022, three of the Company's financial institutions held 52%, 24% and 21% of the Company’s cash and cash equivalents, respectively. As of December 31, 2021, one of the Company's financial institutions held 72% of the Company’s cash and cash equivalents. The Company grants credit to domestic and international clients in various industries. Exposure to losses on accounts receivable is principally dependent on each client's financial position. The Company had one customer that accounted for 15% and 13% of the Company’s net accounts receivable balance as of December 31, 2022 and 2021, respectively. The Company did not have any customers that represented 10% or more of the Company’s total revenue for the years ended December 31, 2022, 2021 and 2020. |
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 | NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS The following tables represent the financial instruments measured at fair value on a recurring basis on the financial statements of the Company and the valuation approach applied to each class of financial instruments at December 31 (see Note 2, Summary of Significant Accounting Policies for further information): 2022 (in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 7,194 $ — $ — $ 7,194 Total cash and cash equivalents 7,194 — — 7,194 Equity investments: Mutual funds 928 — — 928 Total equity investments 928 — — 928 Debt securities available-for-sale: Certificates of deposit — 2,541 — 2,541 US Treasury securities 3,009 — — 3,009 Commercial paper — 424 — 424 Corporate notes and bonds — 3,754 — 3,754 Total debt securities available-for-sale 3,009 6,719 — 9,728 Total assets measured at fair value $ 11,131 $ 6,719 $ — $ 17,850 2021 (in thousands) Quoted Prices Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 5,563 $ — $ — $ 5,563 Commercial paper — 200 — 200 Total cash and cash equivalents 5,563 200 — 5,763 Equity investments: Mutual funds 841 — — 841 Total equity investments 841 — — 841 Debt securities available-for-sale: Certificates of deposit — 1,351 — 1,351 US Treasury securities 250 — — 250 Commercial paper — 8,046 — 8,046 Corporate notes and bonds — 13,232 — 13,232 Total debt securities available-for-sale 250 22,629 — 22,879 Total assets measured at fair value $ 6,654 $ 22,829 $ — $ 29,483 Highly liquid investments with an original maturity of three months or less at time of purchase are included in cash and cash equivalents on the consolidated balance sheet. Level 1 assets are priced using quoted prices in active markets for identical assets which include money market funds and U.S. Treasury securities as these specific assets are liquid. Level 2 available-for-sale securities are priced using quoted market prices for similar instruments or nonbinding market prices that are corroborated by observable market data. The Company uses inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of these assets and liabilities. The Company uses such pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs. There were no transfers between levels during the year ended December 31, 2022. The Company has Notes, as described in Note 10, Convertible Notes. At December 31, 2022, the Notes had an outstanding principle of $56.6 million with a fair value of $51.9 million. At December 31, 2021, the Notes had an outstanding principle of $120.5 million with a fair value of $89.4 million. The fair value of the Notes is classified as Level 2 within the fair value hierarchy. The Secured Note is an instrument measured at fair value on a non-recurring basis using Level 3 inputs. The estimated fair value of the Secured Note on August 15, 2022 was $16.0 million. See Note 11, Long-Term Debt Related-Party for further detail on the Secured Note. The warrant is an instrument measured at fair value on a non-recurring basis using Level 3 inputs. The estimated fair value of the warrant on August 15, 2022 was $3.8 million. See Note 11, Long-Term Debt Related-Party for further detail on the Company’s warrant with a related-party. For certain other financial assets and liabilities, including accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate their fair value due to the relatively short maturity of these balances. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | NOTE 5. INVESTMENTS The following tables summarize the Company’s debt securities classified as available-for-sale at December 31 (in thousands): AVAILABLE-FOR-SALE INVESTMENTS 2022 (in thousands) Amortized Gross Gross Fair Value Certificates of deposit $ 2,548 $ — $ (7) $ 2,541 U.S. Treasury securities 3,015 — (6) 3,009 Commercial paper 425 — (1) 424 Corporate notes and bonds 3,769 — (15) 3,754 Total $ 9,757 $ — $ (29) $ 9,728 AVAILABLE-FOR-SALE INVESTMENTS 2021 (in thousands) Amortized Cost Gross Gross Fair Value Certificates of deposit $ 1,351 $ — $ — $ 1,351 U.S. Treasury securities 250 — — 250 Commercial paper 8,048 — (2) 8,046 Corporate notes and bonds 13,245 — (13) 13,232 Total $ 22,894 $ — $ (15) $ 22,879 The following table summarizes the maturities of the Company’s debt securities classified as available-for-sale at December 31 (in thousands): AVAILABLE-FOR-SALE INVESTMENT MATURITIES (in thousands) 2022 2021 Amortized Fair Value Amortized Fair Value Due in less than 1 year $ 9,757 $ 9,728 $ 22,663 $ 22,649 Due in 1-5 years — — 231 230 Total $ 9,757 $ 9,728 $ 22,894 $ 22,879 Proceeds from sales of marketable securities (including principal payments) for the years ended December 31, 2022, 2021 and 2020, were $0.0 million, $0.3 million and $0.0 million, respectively. The Company determines gains and losses of marketable securities based on specific identification of the securities sold. There were no ma terial realized gains or losses from sales of marketable securities for the years ended December 31, 2022, 2021 and 2020. No material balances were reclassified out of accumulated other comprehensive loss for the years ended December 31, 2022, 2021 and 2020. No unrealized losses on debt securities available-for-sale have been recognized in income for the years ended December 31, 2022, 2021 and 2020 as the issuers of such securities held by us were of high credit quality. As of December 31, 2022 and 2021, there were no holdings of debt securities available-for-sale of any one issuer, other than the U.S. government, in an amount greater than 10%. As of December 31, 2022 and 2021, there were no debt securities available-for-sale in a material unrealized loss position. Equity securities are comprised of investments in mutual funds. The fair value of equity securities at December 31, 2022 and 2021 were $0.9 million and $0.8 million, respectively. Unrealized losses or gains on equity securities recorded in income during the year ended December 31, 2022, 2021 and 2020 were as follows (in thousands): 2022 2021 2020 Unrealized loss on equity investments $ (211) $ — $ — These unrealized gains or losses are recorded as a component of other income (expense), net. There were no realized gains or losses from equity securities during the years ended December 31, 2022, 2021 and 2020. Additional information regarding the fair value of our financial instruments is included in Note 4, Fair Value of Financial Instruments. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6. INVENTORY Inventories consisted of the following at December 31 (in thousands): 2022 2021 Raw materials $ 1,827 $ 1,343 Work in process 2,115 1,625 Finished goods 1,252 2,099 Inventory $ 5,194 $ 5,067 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7. PROPERTY AND EQUIPMENT Property and equipment are recorded at cost and consisted of the following at December 31 (in thousands): 2022 2021 Computer equipment $ 3,551 $ 3,181 Technical equipment 3,236 3,285 Facilities 3,663 3,675 Instruments 3,735 5,364 Capital projects in progress 114 683 Total property and equipment $ 14,299 $ 16,188 Accumulated depreciation (10,821) (10,799) Net property and equipment $ 3,478 $ 5,389 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $1.7 million, $2.0 million and $2.4 million, respectively. Instruments at cost and accumulated depreciation where the Company is the lessor under operating leases consisted of the following at December 31 (in thousands): 2022 2021 Instruments at cost under operating leases $ 2,585 $ 3,110 Accumulated depreciation under operating leases (1,209) (1,165) Net property and equipment under operating leases $ 1,376 $ 1,945 |
DEFERRED REVENUE AND REMAINING
DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS | NOTE 8. DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS Deferred revenue consists of amounts received for products or services not yet delivered or earned. Deferred income consists of amounts received for commitments not yet fulfilled. If we anticipate that the revenue or income will not be earned within the following twelve months, the amount is reported as long-term deferred income. A summary of the balances as of December 31 follows (in thousands): 2022 2021 Products and services not yet delivered $ 547 $ 451 Deferred revenue $ 547 $ 451 We recognized $0.4 million, $0.3 million and $0.2 million of revenues during the years ended December 31, 2022, 2021 and 2020, respectively, that were included in the contract liabilities balances at the beginning of the period. No material amount of revenue recognized during the current period was from performance obligations satisfied in prior periods. Transaction Price Allocated to Remaining Performance Obligations As of December 31, 2022, $8.1 million of revenue is expected to be recognized from remaining performance obligations under existing customer contracts. This balance primarily relates to product shipments for reagents sold to customers under sales-type lease agreements. These agreements have between two and four year terms and revenue is recognized as product is shipped, typically on a straight-line basis. The remaining balance relates to executed service contracts that begin as warranty periods expire. These service contracts typically provide for four-year terms and revenue is recognized on a straight-line basis. The Company elects not to disclose the value of unsatisfied performance obligations for (i) contracts with an expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 9. LONG-TERM DEBT As of December 31, 2022 and 2021, long-term debt consisted of the following (in thousands): 2022 2021 Other Loans - various interest $ — $ 80 Total debt — 80 Current portion of long-term debt — 80 Long-term debt $ — $ — PPP Loan During April 2020, the Company entered into the PPP Note evidencing an unsecured loan in the amount of $4.8 million made to the Company under the PPP. The PPP was established under the CARES Act and is administered by the SBA. During September 2020, the Company's loan provider amended the PPP Note per the Paycheck Protection Program Flexibility Act (“PPP Flexibility Act”), which was enacted after the PPP Note was approved and funded. The PPP Flexibility Act amended the CARES Act to require that all PPP notes made prior to June 5, 2020 be extended to a 5-year term. In accordance with this amendment the PPP Notes’ original maturity date of April 14, 2022 was amended to April 14, 2025. The original terms of the loan required 18 monthly payments of principal and interest in the amount of $0.3 million starting November 14, 2020. The amended terms required 45 monthly payments of principal and interest in the amount of $0.1 million starting August 14, 2021. The PPP Note’s interest rate was unchanged and bore an interest at a rate of 1% per annum. The proceeds from the PPP Note could only be used for payroll costs (including benefits), interest on mortgage obligations, rent, utilities and interest on certain other debt obligations. Pursuant to the terms of the CARES Act and the PPP, the Company could apply to the lender for forgiveness for the amount due on the Loan. The amount eligible for forgiveness was based on the amount of Loan proceeds used by the Company (during the 24-week period after the lender made the first disbursement of loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), rent and utilities, subject to certain limitations and reductions in accordance with the CARES Act and the PPP. During January 2021, the Company submitted its application for forgiveness to the lender. During July 2021, the SBA informed the Company of its full forgiveness for the entire loan amount plus accrued interest, which was $4.8 million as of the date of forgiveness. The SBA’s determination of loan forgiveness does not preclude further investigation by the SBA according to its rules and regulations. With approval of the Company's application for forgiveness the Company recorded a gain on extinguishment of $4.8 million during the year ended December 31, 2021. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 10. CONVERTIBLE NOTES On March 27, 2018, the Company issued $150.0 million aggregate principal amount of 2.50% Senior Convertible Notes due 2023. In connection with the offering of the Notes, the Company granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $22.5 million aggregate principal amount of the Notes on the same terms and conditions. On April 4, 2018 the option was partially exercised, which resulted in $21.5 million of additional proceeds, for total proceeds of $171.5 million. The Notes matured on March 15, 2023. The Company incurred issuance costs related to the issuance of the Notes which is amortized over the five-year contractual term of the Notes using the effective interest method. The effective interest rate on the Notes, including accretion of the Notes to par was 3.2%. The Notes include customary terms and covenants, including certain events of default upon which the Notes may be due and payable immediately. Holders had the option to convert the Notes in multiples of $1,000 principal amount at any time prior to December 15, 2022, but only in the following circumstances: • if the Company’s stock price exceeds 130% of the conversion price for 20 of the last 30 trading days of any calendar quarter after June 30, 2018; • during the 5 business day period after any 5 consecutive trading day period in which the Notes’ trading price is less than 98% of the product of the common stock price times the conversion rate; or • the occurrence of certain corporate events, such as a change of control, merger or liquidation. At any time on or after December 15, 2022, a holder could have converted its Notes in multiples of $1,000 principal amount. Holders of the Notes who convert their Notes in connection with a make-whole fundamental change (as defined in the indenture pursuant to which the Notes were issued (the “Indenture”)) were, under certain circumstances, entitled to an increase in the conversion rate. In addition, in the event of a fundamental change or event of default prior to the Maturity Date, holders, subject to certain conditions, had the right, at their option, to require the Company to repurchase for cash all or part of the Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the repurchase date. As of December 31, 2022, $56.4 million aggregate principal amount of the Notes were outstanding and convertible pursuant to their original terms, none of which were converted prior to the Maturity Date. The Notes matured on March 15, 2023 and became due and payable. On March 9, 2023, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”), which became effective on March 13, 2023, with certain holders of the Notes holding approximately 85% of the Company’s outstanding Notes (collectively, the “Ad Hoc Noteholder Group”), the trustee for the Notes (the “Trustee”) and any other owner of the Notes who executes and delivers to the Company a joinder to the Forbearance Agreement (collectively with the Trustee and Ad Hoc Noteholder Group, the “Counterparties”). Pursuant to the Forbearance Agreement, the members of the Ad Hoc Noteholder Group have agreed, and have directed the Trustee, to forbear from exercising their rights and remedies under the Indenture in connection with certain events of default under the Indenture, including, but not limited to, the failure to timely pay in full the principal of any Note when due and payable on March 15, 2023 and the failure to pay any interest on any Note when due and payable. See Note 21, Subsequent Events for additional information regarding the Forbearance Agreement. The carrying value of the Notes consisted of the following at December 31 (in thousands): 2022 2021 Outstanding principal $ 56,595 $ 120,500 Unamortized debt issuance (182) (729) Unamortized debt discount — (11,787) Net carrying amount $ 56,413 $ 107,984 As of December 31, 2022 the Notes were classified as follows (in thousands): 2022 2021 Current portion of convertible notes $ 56,413 $ — Non-current portion of convertible notes — 107,984 Total convertible notes $ 56,413 $ 107,984 Interest expense consisted of the following at December 31 (in thousands): 2022 2021 2020 Contractual coupon interest $ 1,794 $ 3,934 $ 4,288 Amortization of the debt discount — 10,869 10,518 Amortization of debt issuance costs 474 672 651 Total interest expense on convertible notes $ 2,268 $ 15,475 $ 15,457 Net gain on extinguishment of exchanged Notes for the years ended December 31 is as follows (in thousands): 2022 2021 2020 Gain on extinguishment $ 3,565 $ 4,916 $ — 2021 Exchange Transactions On September 22, 2021, the Company entered into separate exchange agreements with certain holders of the Notes. Under the terms of the exchange agreements, such holders agreed to exchange Notes held by them for shares of the Company’s common stock. During the year ended December 31, 2021, $51.0 million in aggregate principal amount of Notes were exchanged for 6,602,974 shares of the Company's common stock. The carrying value of the Notes was $44.7 million while the estimated fair value of the shares was $38.9 million at the time of the exchange. The Company incurred $0.9 million of reacquisition costs, which was as an offset to gain on extinguishment of debt during the year ended December 31, 2021. This resulted in a net gain of $4.9 million reflected in other income (expense), net in the consolidated statement of operations during the year ended December 31, 2021. See Note 19, Stockholders' Equity for additional information. March 2022 Exchange Transaction On March 21, 2022, the Company entered into an exchange agreement with one holder of the Notes. Under the terms of the exchange agreement, the holder agreed to exchange Notes held by them for shares of the Company’s common stock. During the year ended December 31, 2022, $14.0 million in aggregate principal amount of Notes were exchanged for 10,798,482 shares of the Company's common stock. The carrying value of the Notes was $14.0 million while the estimated fair value of the shares was $10.2 million at the time of the exchange. The Company incurred $0.2 million of reacquisition costs, which was recorded as an offset to gain on extinguishment of debt during the year ended December 31, 2022. This resulted in a net gain of $3.6 million reflected in other income (expense), net in the consolidated statement of operations during the year ended December 31, 2022. See Note 19, Stockholders' Equity for additional information. August 2022 Exchange Transaction On August 15, 2022, the Company entered into an exchange agreement (the “August 2022 Exchange Agreement”) with the Jack W. Schuler Living Trust (the “Schuler Trust”). Under the terms of the August 2022 Exchange Agreement, the Schuler Trust agreed to exchange with the Company $49.9 million in aggregate principal amount of Notes held by it for (a) a secured promissory note in an aggregate principal amount of $34.9 million (the “Secured Note”) and (b) a warrant to acquire the Company’s common stock (the “Warrant”) at an exercise price of $2.12 per share (the “Exercise Price”). The carrying value of the Notes was $49.6 million at the time of the exchange. The estimated fair value of the Secured Note and the Warrant at the time of the exchange was $16.0 million and $3.8 million, respectively, which resulted in a net gain of $29.8 million that was recorded to contributed capital. The Secured Note includes various features that were advantageous to the Company, including a lower interest rate compared to current market rates and a share conversion feature. There were no other negotiating parties that had similar terms or economic outcomes. As such, the exchange was considered not to be an arm’s length transaction, and therefore the resulting gain was accounted for as a capital transaction. See Note 11, Long-Term Debt Related-Party and Note 19, Stockholders' Equity for additional information. Prepaid Forward In 2018, in connection with the Notes, the Company entered into a prepaid forward stock repurchase transaction (“Prepaid Forward”) with a financial institution (“Forward Counterparty”). Pursuant to the Prepaid Forward, the Company used approximately $45.1 million of the net proceeds from its issuance of the Notes to fund the Prepaid Forward. The aggregate number of shares of the Company’s common stock underlying the Prepaid Forward was approximately 1,858,500. During March 2023, 1,858,500 shares of Common Stock were returned to the Company pursuant to our agreement with the counterparty. As of December 31, 2022, these shares purchased under the Prepaid Forward were treated as treasury stock on the consolidated balance sheet (and not outstanding for purposes of the calculation of basic and diluted earnings per share), but remain outstanding for corporate law purposes, including for purposes of any future stockholders' votes. See Note 21, Subsequent Events for additional information. |
LONG-TERM DEBT RELATED-PARTY
LONG-TERM DEBT RELATED-PARTY | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT RELATED-PARTY | NOTE 11. LONG-TERM DEBT RELATED-PARTY On August 15, 2022, the Company entered into the August 2022 Exchange Agreement with the Schuler Trust, a holder of the Notes. Jack Schuler, who serves as a member of the Company’s board of directors, is the sole trustee of the Schuler Trust. Under the terms of the August 2022 Exchange Agreement, the Schuler Trust agreed to exchange with the Company $49.9 million in aggregate principal amount of Notes held by it (the “Exchanged Notes”) for (a) a secured promissory note in an aggregate principal amount of $34.9 million (the “Secured Note”) and (b) a Warrant to acquire the Company’s common stock at an exercise price of $2.12 per share (the “Warrant”). The Secured Note has a scheduled maturity date of August 15, 2027 and is repayable upon written demand at any time on or after such date. The Company may, at its option, repay the Secured Note in (i) cash or (ii) in the form of common stock of the Company, in a number of shares that is obtained by dividing the total amount of such payment by $2.12. However, the payment in common stock is subject to certain limitations, including that the aggregate amount of common shares issued to settle the debt not exceed 19.99% of the Company’s then outstanding shares of common stock. The Secured Note bears interest at a rate of 5.0% per annum, payable at the option of the Company in the same form, at the earlier of (i) any prepayment of principal and (ii) maturity. The Company may prepay the Secured Note at any time without premium or penalty. The Secured Note is secured by substantially all of the assets of the Company, subject to customary exceptions and limitations, pursuant to a security agreement, dated as of August 15, 2022. The Secured Note does not restrict the incurrence of future indebtedness by the Company but shall become subordinated in right of payment and lien priority upon the request of any future senior lender. Under ASC 470-50-40, the transaction qualified as an extinguishment of debt. Under extinguishment accounting, the Exchanged Notes were derecognized and the new instruments, which include the Secured Note and the Warrant, were recorded at their fair values on the issuance date, August 15, 2022. See Note 10, Convertible Notes for additional information. The fair value of the Secured Note was $16.0 million and was estimated using a Monte Carlo simulation which simulated the share price of the Company over the remaining term through the Secured Note’s maturity date. The simulated per-share price in a given iteration determined if the Company settled in cash or shares, and the mean present value of the iterations was concluded as the estimated fair value. The fair value of the Secured Note is a non-recurring measurement that is categorized as Level 3 within the fair value hierarchy as it is based on Level 2 and Level 3 inputs. Based on a face value of $34.9 million and fair value of $16.0 million, the Company recorded a debt issuance discount of $18.9 million, which is being amortized over the life of the Secured Note using the effective interest method. The effective interest rate on the Secured Note is 24.60%. The table below summarizes the significant assumptions and inputs used to estimate the fair value of the Secured Note as of August 15, 2022: 2022 Stock price $ 2.68 Term (years) 5 Volatility 84.30 % Risk-free rate 2.91 % The carrying value of the Secured Note at December 31, 2022 consisted of the following (in thousands): 2022 Outstanding principal $ 34,934 Unamortized debt issuance discount (18,076) Net carrying amount $ 16,858 Interest expense consisted of the following for the year ended December 31 (in thousands): 2022 Contractual interest $ 663 Amortization of the debt discount 834 Total interest expense $ 1,497 The Secured Note’s carrying amount of $16.9 million and accrued interest expense of $0.7 million are recorded in non-current liabilities on the Company’s consolidated balance sheet as of December 31, 2022. Neither the principal amount nor the accrued interest are contractually payable within twelve months of the balance sheet date of December 31, 2022. The Secured Note’s interest is payable at the option of the Company in the same form as the principal, at the earlier of (i) any prepayment of principal and (ii) maturity. It is the Company’s intention to pay all interest at maturity. No principal or accrued interest have been paid or shares issued as of December 31, 2022. The following presents maturities of future principal and accrued interest obligations of the Secured Note as of December 31, 2022 (in thousands): Principal Accrued Interest Total 2023 $ — $ — $ — 2024 — — — 2025 — — — 2026 — — — 2027 34,934 663 35,597 Thereafter — — — Total $ 34,934 $ 663 $ 35,597 If the Company were to make a first and final interest payment on the maturity date of August 15, 2027, the interest payable amount would be $9.9 million. Warrant The Warrant may be exercised from February 15, 2023 through the earlier of (i) August 15, 2029 and (ii) the consummation of certain acquisition transactions involving the Company (the “exercise period”), as set forth in the Warrant agreement. The Warrant is exercisable for up to 2,471,710 shares of the Company’s common stock and may be exercised in whole or in part at any time during the exercise period. The Company determined that the Warrant meets the criteria for classification in stockholders’ equity and was recorded in equity and initially measured at fair value on the issuance date. The fair value of the Warrant was $3.8 million and was estimated using the Black-Scholes option pricing model. The fair value of the Warrant is a non-recurring measurement that is categorized as Level 3 within the fair value hierarchy as it is based on Level 2 and Level 3 inputs. No portion of the Warrant has been exercised as of December 31, 2022. The table below summarizes the significant assumptions and inputs used to estimate the fair value of the Warrant as of August 15, 2022: 2022 Stock market price $ 2.12 Exercise price $ 2.12 Contractual term (in years) 7 Volatility 76.10 % Expected dividends — Risk free interest rates 2.86 % |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 12. LOSS PER SHARE Basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share are the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive due to the Company’s losses. The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses at of the following at December 31 (in thousands): 2022 2021 2020 Shares issuable upon the release of restricted stock units 4,355 2,090 526 Shares issuable upon exercise of stock options 5,409 7,193 8,045 Shares issuable upon the exercise of the Warrant 2,472 — — 12,236 9,283 8,571 As discussed in Note 10, Convertible Notes, as of December 31, 2022, $56.4 million aggregate principal amount of the Notes were outstanding and convertible pursuant to their original terms, none of which were converted prior to the Maturity Date. In connection with the Notes, the Company entered into a prepaid forward stock repurchase transaction. The aggregate number of shares of the Company’s common stock underlying the Prepaid Forward was approximately 1,858,500. The shares purchased under the Prepaid Forward are treated as treasury stock and not outstanding for purposes of the calculation of basic and diluted earnings per share, but will remain outstanding for corporate law purposes, including for purposes of any future stockholders’ votes, until the Forward Counterparty delivers the shares underlying the Prepaid Forward to the Company. On March 24, 2023, 1,858,500 shares of Common Stock were returned to the Company pursuant to our agreement with the counterparty. Potentially dilutive common shares would also include common shares that would be outstanding if Series A Preferred Stock were converted into common stock. Each share of Series A Preferred Stock is convertible, at the option of the holder, at any time into one share of the Company’s common stock. Additionally, each share of Series A Preferred Stock will automatically be converted into one share of the Company’s common stock immediately upon a sale of all outstanding stock of the Company or a merger of the Company into another corporation where the pre-merger Company’s stockholders cease to be the controlling stockholders of the post-merger corporation. The number of shares of common stock issuable upon conversion of the Series A Preferred Stock is 3,954,546 as of December 31, 2022. As discussed in Note 19, Stockholders' Equity, the Company entered into a securities purchase agreement with the Schuler Trust for the issuance and sale by the Company of an aggregate of 2,439,024 shares of the Company’s common stock. The closing of the transaction is expected to occur in 2023, subject to the satisfaction of customary closing conditions and is considered an equity forward agreement. The shares to be issued from this agreement were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses. |
EMPLOYEE EQUITY-BASED COMPENSAT
EMPLOYEE EQUITY-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EMPLOYEE EQUITY-BASED COMPENSATION | NOTE 13. EMPLOYEE EQUITY-BASED COMPENSATION The Company has one equity-based compensation plan as of December 31, 2022, which is discussed below: 2012 Omnibus Equity Incentive Plan The 2012 Omnibus Equity Incentive Plan (the “2012 Incentive Plan”) was set to automatically expire pursuant to its terms in October 2022. Accordingly, on March 16, 2022, the Board approved, subject to the approval of our stockholders, the Accelerate Diagnostics, Inc. 2022 Omnibus Incentive Compensation Plan (the “2022 Incentive Plan”) which was approved by share holders on May 12, 2022 (the “Effective Date”). The 2012 Incentive Plan was automatically replaced and superseded by the 2022 Incentive Plan on the the Effective Date. Outstanding awards granted under the 2012 Incentive Plan will remain in effect pursuant to their terms. Shares of common stock that remained authorized for grant under the 2012 Incentive Plan following the effective date was 11,458,205. 2022 Omnibus Equity Incentive Plan The Company’s stockholders approved the Company’s 2022 Incentive Plan on the Effective Date to replace all prior plans (“Prior Plans”). The total number of shares of the Company’s common stock reserved and available for grant pursuant to the 2022 Incentive Plan is 5,500,000, plus the number of shares of common stock that remain available or that otherwise become available for grant under the 2012 Incentive Plan. The total reserved shares for the 2022 Incentive Plan was 16,958,205 as of the effective date, which included 11,458,205 reserved shares from the 2012 Incentive Plan. Total reserved shares under the 2022 Incentive Plan is 16,703,198 as of December 31, 2022, which includes 9,764,081 shares outstanding, and 6,939,117 available for grant. Stock options granted under this plan vest in a range from immediate to five years. RSUs granted under this plan vest in a range from immediate to five years while generally RSUs under this plan vest over three years. Stock grants granted under this plan vest immediately. The following table summarizes option activity under the plan during the years ended December 31, 2022 and 2021 and shows the exercisable shares as of December 31, 2022: Number of Shares Weighted Average Exercise Price per Share Options Outstanding January 1, 2021 8,045,461 $ 14.18 Granted 489,804 7.09 Forfeited (370,106) 14.04 Exercised (426,762) 3.79 Expired (545,857) 19.85 Options Outstanding December 31, 2021 7,192,540 13.89 Granted 140,000 3.05 Forfeited (208,569) 12.58 Exercised (6,105) 1.04 Expired (1,709,205) 10.96 Options Outstanding December 31, 2022 5,408,661 14.60 Exercisable December 31, 2022 4,263,496 15.39 The cash received from the exercise of options during the year ended December 31, 2022 was immaterial. Upon exercise, shares are issued from shares authorized and held in reserve. The intrinsic value of options exercised was $0.0 million, $3.3 million and $23.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. The total fair value of options vesting during the period was $7.2 million, $11.1 million, and $9.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company accounts for all option grants using the Black-Scholes option pricing model. The table below summarizes the inputs used to calculate the estimated fair value of options awarded for the years ended December 31: 2022 2021 2020 Expected term (in years) 6.30 5.79 5.94 Volatility 66 % 65 % 58 % Expected dividends — — — Risk free interest rates 2.1 % 1.1 % 0.6 % Estimated forfeitures — % — % — % Weighted average fair value $ 1.88 $ 4.09 $ 4.49 The following table shows summary information for outstanding options and options that are exercisable (vested) as of December 31, 2022: Options Options Number of options 5,408,661 4,263,496 Weighted average remaining contractual term (in years) 5.25 4.82 Weighted average exercise price $ 14.60 $ 15.39 Weighted average fair value $ 9.08 $ 9.46 Aggregate intrinsic value (in millions) $ — $ — The aggregate intrinsic value in the table above represents the total pretax intrinsic value that would have been received by the option holders had all option holders exercised their options on that date. It is calculated as the difference between the Company’s closing stock price of $0.71 on the last trading day of 2022 and the exercise price multiplied by the number of shares for options where the exercise price is below the closing stock price. This amount changes based on the fair value of the Company’s stock. The following table summarizes RSU and stock grant activity during the years ended December 31, 2022 and 2021: Number of Shares Weighted Average Grant Date Fair Value per Share RSUs & Stock Grants Outstanding January 1, 2021 526,414 $ 11.17 Granted 2,704,948 11.23 Forfeited (479,472) 11.01 Vested/released (661,708) 12.23 RSUs & Stock Grants outstanding December 31, 2021 2,090,182 10.77 Granted 4,227,921 1.53 Forfeited (662,038) 8.28 Vested/released (1,300,645) 3.70 RSUs & Stock Grants outstanding December 31, 2022 4,355,420 4.29 The total fair value of RSUs and stock grants vested and released during the period was $4.8 million, $8.1 million, and $2.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company records compensation cost based on the fair value of the award. The table below summarizes the weighted average fair value of RSUs and stock grants awarded for the years ended December 31: 2022 2021 2020 Weighted average fair value $ 1.53 $ 11.23 $ 11.44 The expense and tax benefits recognized on the Company’s consolidated statements of operations and comprehensive loss related to share-based compensation for the years ended December 31 (in thousands) is as follows: 2022 2021 2020 Cost of Sales $ 665 $ 325 $ 351 Research and development 1,419 4,102 4,035 Sales, general and administrative 8,541 17,620 12,078 Total equity-based compensation expense $ 10,625 $ 22,047 $ 16,464 Recognized tax benefit $ — $ — $ — The share-based compensation cost capitalized to inventory or inventory transferred to property and equipment (also referred to as instruments) for the years ended December 31 (in thousands) is as follows: 2022 2021 2020 Cost capitalized to inventory $ 254 $ 401 $ 253 As of December 31, 2022, unrecognized equity-based compensation cost related to unvested stock options, and unvested RSUs was $1.7 million and $5.7 million, respectively. This is expected to be recognized over the years 2023 through 2027. Included in the above-noted stock options outstanding and stock compensation expense are performance-based stock options which vest only upon the achievement of certain targets. Performance-based stock options are generally granted at-the-money, contingently vest over a period of 1 to 2 years, depending on the nature of the performance goal, and have contractual lives of 10 years. These options were valued in the same manner as the time-based options, with the assumption that performance goals will be achieved. The inputs for expected volatility, expected dividends, and risk-free rate used in estimating those options’ fair value are the same as the time-based options issued under the plan. The expected term for performance-based stock options is 5 to 7 years. However, the Company only recognizes stock compensation expense to the extent that the targets are determined to be probable of being achieved, which triggers the vesting of the performance options. During 2018, the Company granted 225,000 performance-based stock options. Of these performance-based stock options performance obligations had been met for 75,000 options which became exercisable in a prior period. The remaining 150,000 options were forfeited due to the performance targets not being achieved in prior periods. During the year ended December 31, 2021, 75,000 performance-based stock options expired as they weren't exercised. Of these performance-based stock options, none were outstanding as of December 31, 2021. During 2020, the Company granted another 105,000 performance-based stock options. Of these performance-based stock options, performance obligations had been met for 90,000 options which became exercisable. This included 45,000 performance-based stock options which vested during the year ended December 31, 2021, and the remaining 45,000 performance-based stock options vesting during the prior year. During the year ended December 31, 2021, 15,000 performance-based stock options were forfeited due to the performance targets not being achieved. During the year ended December 31, 2022, 90,000 performance-based stock options expired as they weren't exercised. Of these performance-based stock options, none were outstanding as of December 31, 2022. As of December 31, 2022 no performance-based stock options were outstanding. The table below summarizes share-based compensation cost in connection with performance-based stock options for the years ended December 31 (in thousands): 2022 2021 2020 Performance-based stock option expense $ — $ 230 $ 215 Included in the above-noted RSU outstanding amount are performance-based RSUs which vest only upon the achievement of certain targets. Performance-based RSUs contingently vest over a period of 1 to 3 years, depending on the nature of the performance goal, and have contractual lives of 10 years. These units were valued in the same manner as other RSUs, based on the published closing market price on the day before the grant date. However, the Company only recognizes stock compensation expense to the extent that the targets are determined to be probable of being achieved, which triggers the vesting of the performance options. During 2020, the Company granted 364,338 performance-based RSUs. During the year ended December 31, 2021, 84,000, of these performance-based RSUs were released due to the performance obligations being achieved with an additional 81,000 being released in prior periods. During the year ended December 31, 2022, 2021 and 2020, 165,974, 9,369, 23,995 of these performance-based RSUs were forfeited, respectively, due to performance obligations not being achieved or employees separating from the Company. Of these performance-based RSUs, none were outstanding as of December 31, 2022. During 2021, the Company granted 233,472 performance-based RSUs. None of these performance-based RSUs have been released. During the year ended December 31, 2022 and 2021, 8,507 and 121,666 of these performance-based RSUs were forfeited, respectively, due to performance obligations not being achieved or employees separating from the Company. Of these performance-based RSUs, 103,299 of these were outstanding as of December 31, 2022. The table below summarizes share-based compensation cost in connection with performance-based stock options for the years ended December 31 (in thousands): 2022 2021 2020 Performance-based RSU expense $ — $ 818 $ 810 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14. INCOME TAXES The components of the pretax loss from operations for the years ended December 31 are as follows (in thousands): 2022 2021 2020 U.S. Domestic $ (54,099) $ (68,131) $ (66,482) Foreign (8,471) (9,526) (11,721) Net loss before income taxes $ (62,570) $ (77,657) $ (78,203) The components of the benefit (provision) for income taxes for the years ended December 31 is presented in the following table: 2022 2021 2020 Current: Federal $ — $ — $ — State (19) (18) (1) Foreign 96 (27) (4) Total benefit (provision) 77 (45) (5) Deferred: Federal — — — State — — — Foreign — — — Total deferred provision — — — Total benefit (provision) $ 77 $ (45) $ (5) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred income taxes as of December 31 are as follows (in thousands): 2022 2021 Deferred tax assets: Net operating loss carryforward $ 94,003 $ 93,056 General business credit 17,293 16,364 Stock options 12,809 14,851 Intangible assets, definite-lived 7,239 8,047 Section 174 research & development 4,840 — Inventory 2,145 1,790 Operating lease liability 568 734 Property & equipment 137 284 Other 310 339 Total deferred tax assets 139,344 135,465 Valuation allowance (138,710) (131,839) Deferred tax assets $ 634 $ 3,626 Deferred tax liabilities: Debt amortization $ (24) $ (2,933) Right of use asset (527) (693) Finance lease liability $ (83) $ — Total deferred tax liabilities $ (634) $ (3,626) Net deferred taxes $ — $ — As of December 31, 2022, the Company generated regular tax federal net operating losses (“NOLs”) of approximately $383.7 million. As a result of the Tax and Jobs Act (the “TCJA”), for U.S. income tax purposes, NOLs generated prior to December 31, 2017 can be carried forward for up to 20 years. Of the Company's total federal net operating loss of $383.7 million, $169.8 million will begin to expire in 2023 and $213.9 million will not expire but will only offset 80% of taxable income generated in tax years after 2020. As of December 31, 2022, the Company has generated state net operating losses of approximately $369.6 million. The Company's state net operating losses will begin to expire in 2033. As of December 31, 2022, the Company has generated $14.5 million of federal research and development (“R&D”) tax credits which begin to expire in 2032. As of December 31, 2022, the Company has generated $12.4 million of state R&D tax credits which begin to expire in 2032. Pursuant to Sections 382 and 383 of the Internal Revenue Code, utilization of the Company’s NOLs and R&D tax credits may be subject to substantial annual limitation if certain ownership changes occur during a three-year testing period as defined by the Internal Revenue Code. The net deferred tax asset valuation allowance is $138.7 million as of December 31, 2022, compared to $131.8 million as of December 31, 2021. The valuation allowance is based on management’s assessment that it is more likely than not that the Company will not have taxable income in the foreseeable future. Due to the Company's consolidated loss position, the Company maintains a valuation allowance against its deferred tax assets. During 2018, the Company recognized $14.0 million of the initial deferred tax liability related to the 2018 convertible debt with an adjustment to equity in accordance with ASC 740. The establishment of the deferred tax liability resulted in the reduction of the Company's valuation allowance on existing deferred tax assets. The Company has recorded the reduction of the valuation allowance as an offsetting adjustment in equity. As a result, no net entry to equity was recorded for the 2018 convertible debt in 2018. Subsequent changes in the deferred tax liability related to the convertible debt would be recorded as a component of income tax expense or benefit. The Company adopted ASU 2020-06 on January 1, 2022, as discussed in Note 2, Summary of Significant Accounting Policies - Recent Accounting Pronouncements. This update simplifies the accounting for convertible debt instruments by removing the beneficial conversion and cash conversion separation models for convertible instruments. As a result, the Notes are no longer bifurcated between debt and equity and are accounted for entirely as debt at face value net of any discount or premium and issuance costs. On January 1, 2022, the cumulative effect of adoption resulted in an increase in the net carrying amount of the Notes of $11.5 million. The deferred tax liability recognized upon the issuance of the Notes of $3.0 million was also reversed from additional-paid-in-capital, with a corresponding adjustment to the valuation allowance, as of January 1, 2022. As discussed in Note 11, Long-Term Debt Related-Party, the Company entered into the August 2022 Exchange Agreement with the Schuler Trust on August 15, 2022 to exchange $49.9 million in Notes for the Secured Notes of $34.9 million and warrants valued at $3.8 million to acquire the Company’s common stock. The gain from the partial extinguishment of the Notes was treated as a capital transaction and was recorded to contributed capital for $29.8 million. For the year ended December 31, 2022, the Company recorded the current and deferred tax impact of the transaction to additional paid in capital, with a corresponding adjustment to the valuation allowance, having no net impact on the Company’s financial statements. The Company began commercialization of its products in Europe in 2016 and has subsidiaries in the Netherlands, France, Germany, Italy, Spain and the United Kingdom. The Company intends to treat earnings from its foreign subsidiaries as permanently reinvested. On March 27, 2020, the United States enacted the CARES Act. The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. While the CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions are the extension of the carryback period of certain losses to five years, and the suspension of the 80 percent limitation imposed by the TCJA on utilization of NOLs generated in 2018, 2019 and 2020 to offset taxable income generated in tax years prior to 2021. The CARES Act also increased the ability to deduct interest expense from 30 percent, as imposed by the TCJA, to 50 percent of modified taxable income. The CARES Act also provides for a credit against employee wages, the opportunity to defer payment of a portion of federal payroll taxes to December 2021 and December 2022 and enhanced small business loans to assist business impacted by the pandemic. The Company’s tax provision and financial position were not materially impacted by the CARES Act. On December 27, 2020, the United States enacted the Consolidated Appropriations Act which extended and modified many of the tax related provisions of the CARES Act. This did not have a material impact to the Company. The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate for years ending December 31 is as follows: 2022 2021 2020 U.S. federal statutory income tax rate (21.00) % (21.00) % (21.00) % State taxes, net of federal tax benefit (2.55) % (4.26) % (4.95) % Permanent and other differences 1.74 % (9.01) % 2.35 % Loan forgiveness — % (1.31) % — % Change in tax rates 0.26 % 0.02 % (0.05) % Tax rate differential (0.52) % 2.30 % 3.09 % Unrecognized tax benefits 1.01 % 2.64 % 1.34 % Nondeductible equity and other compensation 5.44 % 1.72 % (3.38) % Credit for increased research activities (2.80) % (6.19) % (6.29) % Change in valuation allowance 18.30 % 35.15 % 28.89 % (0.12) % 0.06 % — % The Company's uncertain tax positions at December 31 as follows (in thousands): 2022 2021 2020 Balance at beginning of year $ 7,556 $ 4,866 $ 3,712 Increases for prior positions 380 2,359 — Increases for current year positions 5,660 1,746 1,154 Decreases due to settlements — (1,415) — Other increases — — — Balance at end of year $ 13,596 $ 7,556 $ 4,866 These uncertain positions are not expected to change within the next twelve months. Of the $13.6 million of uncertain tax positions, $0.1 million would impact the effective tax rate, if reversed. The Company accounts for interest and penalties on uncertain tax positions within tax expense. The Company's foreign subsidiaries are generally subject to applicable jurisdiction examination for all years of operations. The Company has adequate tax attributes available to utilize against its uncertain tax positions in a given year. As a result the Company does not currently accrue interest or penalties against its uncertain tax positions. The Company incurred net operating losses since inception that are subject to adjustment under Internal Revenue Service (“IRS”) and state examination. In the first quarter of 2021, the Company was informed by the IRS that they would begin an examination of the Company’s 2018 tax year. The Company substantially completed the IRS audit of the 2018 tax year during 2021. The IRS assessed an adjustment reducing the Company's 2018 R&D tax credit. The IRS assessed an adjustment reducing the Company's 2018 NOL. The Company has removed the associated reserve for uncertain tax benefits during the year ended December 31, 2022 and adjusted the deferred tax asset for the NOL and R&D credit carryforwards as a result of the audit settlement. During the year ended December 31, 2022, the Company increased its reserve for uncertain tax positions in connection with the exchange of debt. No cash taxes, interest or penalties were paid in connection with this settlement. The Company’s foreign income tax filings are subject to examination by the appropriate foreign tax authorities. The Company is not otherwise currently under examination by tax authorities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15. COMMITMENTS AND CONTINGENCIES During April 2022, the Company entered into a non-cancellable purchase obligation with a supplier to acquire raw materials for a total commitment of $11.9 million. Under the terms of this agreement the Company has until March 15, 2027 to take delivery of purchased items. This commitment was entered into to ensure proper material quantities to develop and commercialize our next generation AST platform. As of December 31, 2022 the commitment remains $11.9 million as the Company has not taken delivery of any inventory. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 16. LEASES The following presents supplemental information related to our leases in which we are the lessee for the years ended December 31 (in thousands): 2022 2021 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 850 $ 680 Operating cash flows from finance leases 1,201 — ROU assets obtained in exchange for lease obligations Operating leases — — Finance leases 3,096 — Lease Cost Operating leases 1,114 1,095 Finance leases 673 — Short-term leases $ 82 $ 80 The weighted average remaining lease term on our operating leases is 2.6 years. The weighted average discount rate on those leases is 7.1%. The weighted average remaining lease term on our finance leases is 2.2 years. The weighted average discount rate on those leases is 6.2%. The following presents maturities of operating lease liabilities in which we are the lessee as of December 31, 2022 (in thousands): 2022 2023 $ 968 2024 1,055 2025 585 2026 — 2027 — Thereafter — Total lease payments 2,608 Less imputed interest (234) $ 2,374 The following presents maturities of finance lease liabilities in which we are the lessee as of December 31, 2022 (in thousands): 2022 2023 $ 992 2024 976 2025 193 2026 — 2027 — Thereafter — Total lease payments 2,161 Less imputed interest (266) $ 1,895 The net investment in sales-type leases, where we are the lessor, is a component of other current assets and other non-current assets in our consolidated balance sheet. As of December 31, 2022, the total net investment in these leases was $2.7 million. The following presents maturities of lease receivables under sales-type leases as of December 31, 2022 (in thousands): 2022 2023 $ 1,429 2024 824 2025 266 2026 123 2027 41 Thereafter — 2,683 |
LEASES | NOTE 16. LEASES The following presents supplemental information related to our leases in which we are the lessee for the years ended December 31 (in thousands): 2022 2021 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 850 $ 680 Operating cash flows from finance leases 1,201 — ROU assets obtained in exchange for lease obligations Operating leases — — Finance leases 3,096 — Lease Cost Operating leases 1,114 1,095 Finance leases 673 — Short-term leases $ 82 $ 80 The weighted average remaining lease term on our operating leases is 2.6 years. The weighted average discount rate on those leases is 7.1%. The weighted average remaining lease term on our finance leases is 2.2 years. The weighted average discount rate on those leases is 6.2%. The following presents maturities of operating lease liabilities in which we are the lessee as of December 31, 2022 (in thousands): 2022 2023 $ 968 2024 1,055 2025 585 2026 — 2027 — Thereafter — Total lease payments 2,608 Less imputed interest (234) $ 2,374 The following presents maturities of finance lease liabilities in which we are the lessee as of December 31, 2022 (in thousands): 2022 2023 $ 992 2024 976 2025 193 2026 — 2027 — Thereafter — Total lease payments 2,161 Less imputed interest (266) $ 1,895 The net investment in sales-type leases, where we are the lessor, is a component of other current assets and other non-current assets in our consolidated balance sheet. As of December 31, 2022, the total net investment in these leases was $2.7 million. The following presents maturities of lease receivables under sales-type leases as of December 31, 2022 (in thousands): 2022 2023 $ 1,429 2024 824 2025 266 2026 123 2027 41 Thereafter — 2,683 |
GEOGRAPHIC AND REVENUE DISAGGRE
GEOGRAPHIC AND REVENUE DISAGGREGATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC AND REVENUE DISAGGREGATION | NOTE 17. GEOGRAPHIC AND REVENUE DISAGGREGATION The Company operates as one operating segment. Sales to customers outside the U.S. represented 14%, 14% and 8% of total revenue for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, balances due from foreign customers, in U.S. dollars, were $0.6 million and $0.7 million, respectively. The following presents long-lived assets (excluding intangible assets) by geographic territory at December 31 (in thousands): 2022 2021 Domestic $ 3,120 $ 5,014 Foreign 358 375 $ 3,478 $ 5,389 The following presents total net sales by geographic territory for the years ended December 31 (in thousands): 2022 2021 2020 Domestic $ 10,921 $ 10,121 $ 10,305 Foreign 1,831 1,661 860 Net sales $ 12,752 $ 11,782 $ 11,165 The following presents total net sales by line of business for the years ended December 31 (in thousands): 2022 2021 2020 Accelerate Pheno revenue $ 12,598 $ 11,628 $ 11,025 Other revenue 154 154 140 Net sales $ 12,752 $ 11,782 $ 11,165 The following presents total net sales by products and services for the years ended December 31 (in thousands): 2022 2021 2020 Products $ 11,107 $ 10,430 $ 10,336 Services 1,645 1,352 829 Net sales $ 12,752 $ 11,782 $ 11,165 Lease income included in net sales was $1.4 million, $1.9 million and $3.6 million for the years ended December 31, 2022, 2021 and 2020, respectively, and was recorded in accordance with ASC 842, which does not represent revenues recognized from contracts with customers in accordance with ASC 606. |
SUPPLEMENTAL DATA (UNAUDITED)
SUPPLEMENTAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
SUPPLEMENTAL DATA (UNAUDITED) | NOTE 18. SUPPLEMENTAL DATA (UNAUDITED) The following is a summary of unaudited selected quarterly financial information for the three months ended 2022 (in thousands, except per share data): December 31, September 30, June 30, March 31, Net sales $ 2,973 $ 2,960 $ 3,861 $ 2,958 Gross profit $ 842 $ 579 $ 1,080 $ 802 Loss from operations $ (13,960) $ (14,961) $ (17,989) $ (15,895) Net loss $ (14,609) $ (15,896) $ (18,523) $ (13,465) Basic and diluted net loss per share $ (0.14) $ (0.18) $ (0.24) $ (0.20) The following is a summary of unaudited selected quarterly financial information for the three months ended 2021 (in thousands, except per share data): December 31, September 30, June 30, March 31, Net sales $ 3,344 $ 3,122 $ 2,798 $ 2,518 Gross (loss) profit $ (3,317) $ 986 $ 1,053 $ 897 Loss from operations $ (19,411) $ (14,532) $ (17,590) $ (20,027) Net loss $ (22,803) $ (8,986) $ (21,674) $ (24,239) Basic and diluted net loss per share $ (0.34) $ (0.15) $ (0.36) $ (0.41) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 20. RELATED PARTY TRANSACTIONS Convertible notes As discussed in Note 10, Convertible Notes, the Company issued Notes in March 2018. The Schuler Family Foundation (the “Foundation”) purchased an aggregate of $30.0 million of the Notes in the March 2018 offering on the same terms as those under which other investors purchased the Notes, although no discount or commission in respect of such notes purchased by the Foundation was paid by the Company to the initial purchasers of the Notes. During 2019, the Foundation purchased an additional $12.0 million of Notes on the open market. Jack W. Schuler, a member of our Board, is the President of the Foundation. During the year ended December 31, 2021, the Foundation transferred by gift the $42.0 million aggregate principal amount of Notes held by the Foundation to the Schuler Initiative Supporting Charitable Trust (the “Supporting Organization”), a tax-exempt organization that is not an affiliate of Jack W. Schuler. In connection with the exchange transactions discussed in Note 19, Stockholders' Equity, during the year ended December 31, 2021, the Supporting Organization exchanged $42.0 million in aggregate principal amount of Notes held by it for 5,428,699 shares of the Company's common stock. Using the closing stock price on September 22, 2021 of $5.81, the 5,428,699 shares of the Company's common stock were determined to have a value of $31.5 million which was recorded to contributed capital during the year ended December 31, 2021. The Supporting Organization had the same or similar terms as the other holders of Notes that participated in the Exchange Transactions. The Company determined the Exchange Transactions were in accordance with extinguishment accounting and were accounted for as an extinguishment of debt opposed to a capital transaction. See Note 10, Convertible Notes and Note 19, Stockholders' Equity, for additional information. December 2020 Securities Purchase Agreement On December 24, 2020, the Company entered into the December 2020 Securities Purchase Agreement with the Original Purchasers for the issuance and sale by the Company of the Shares. Additionally, on December 24, 2020, the Company entered into the Registration Rights Agreement with the Original Purchasers pursuant to which the Company agreed to register the resale of the Shares pursuant to the terms set forth therein. The Original Purchasers are comprised of certain directors and officers of the Company, or entities affiliated or related to such persons. See Note 19, Stockholders' Equity, for further information. On September 17, 2021, the Company entered into the Rescission Agreement with the Schuler Purchasers and the Schuler Trust, an entity affiliated with Jack W. Schuler, pursuant to which, effective as of January 29, 2021, the Company and the Schuler Purchasers agreed to rescind and unwind the December 2020 Securities Purchase Agreement and the Registration Rights Agreement for all legal, tax and financial purposes ab initio as if the related transactions, including the issuance and sale of an aggregate of 2,636,364 Shares in the first two tranche closings and the third tranche under the December 2020 Purchase Agreement, had never occurred with respect to the Schuler Purchasers and the Company. The Schuler Purchasers are related to Jack W. Schuler but are not affiliates of his. See Note 19, Stockholders' Equity, for further information. During the year ended December 31, 2021, the Company issued 201,820 Shares and received total proceeds of approximately $1.5 million under the December 2020 Securities Purchase Agreement after giving effect to the Rescission Agreement. September 2021 Rescission Agreement On September 22, 2021, the Company entered into the September 2021 Securities Purchase Agreement with the Schuler Purchasers for the issuance and sale by the Company of the Series A Preferred Shares. The Schuler Purchasers are related to Jack W. Schuler but are not affiliates of his. For the year ended December 31, 2021, the Company issued 3,954,546 Series A Preferred Shares and received total proceeds of approximately $30.5 million under the September 2021 Securities Purchase Agreement. See Note 19, Stockholders' Equity, for further information. March 2022 Securities Purchase Agreement On March 24, 2022, the Company entered into the March 2022 Securities Purchase Agreement with the Schuler Trust for the issuance and sale by the Company of 2,439,024 shares of the Company’s common stock. Jack Schuler serves as a member of the Company’s board of directors and is the sole trustee of the Schuler Trust. Pursuant to the March 2022 Securities Purchase Agreement, the Schuler Trust agreed to purchase the shares at a purchase price of $1.64 per share, for an aggregate purchase price of $4.0 million. The Company and the Schuler Trust have subsequently agreed to extend the closing date of the Private Placement from March 24, 2023 to April 20, 2023. See Note 19, Stockholders' Equity, for further information. August 2022 Exchange Transaction On August 15, 2022, the Company entered into the August 2022 Exchange Agreement with the Schuler Trust. Under the terms of the August 2022 Exchange Agreement, the Schuler Trust agreed to exchange with the Company $49.9 million in aggregate principal amount of Notes held by it for the Secured Note in an aggregate principal amount of $34.9 million and the Warrant. The net gain on extinguishment was $29.8 million during the year ended December 31, 2022, and was recorded as contributed capital. See Note 10, Convertible Notes and Note 11, Long-Term Debt Related-Party for additional information. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 19. STOCKHOLDERS' EQUITY At-The-Market Equity Sales Agreement During May 2021, the Company entered into an Equity Sales Agreement (the “ATM Sales Agreement”) with William Blair & Company, L.L.C. (“William Blair”) pursuant to which the Company may sell shares of its common stock having an aggregate offering price of up to $50 million, from time to time, through an “at-the-market” equity offering program under which William Blair will act as sales agent. Subject to the terms and conditions of the ATM Sales Agreement, William Blair may sell shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended (the “Securities Act"). The Company is not obligated to sell any shares under the ATM Sales Agreement. The Board has authorized management to sell up to a specified number of shares under the Sales Agreement within certain share price levels. The Board may choose to change such share number and share price authorizations at any time. William Blair is entitled to a commission of 3% of the aggregate gross proceeds from each sale of shares occurring pursuant to the Sales Agreement. During the year ended December 31, 2021, the Company sold 2,092,497 shares of common stock under the ATM Sales Agreement for aggregate gross proceeds of $10.9 million, which was recorded to contributed capital. No shares were sold under the ATM Sales Agreement during the year ended December 31, 2022. As of December 31, 2022, the Company had an aggregate of $39.1 million available for future sales under its at-the-market equity offering program. December 2020 Securities Purchase Agreement During December 2020, the Company entered into a securities purchase agreement (the “December 2020 Securities Purchase Agreement”) with Jack W. Schuler, John Patience, Matthew Strobeck, Mark C. Miller, Thomas D. Brown and Jack Phillips, or entities affiliated with such persons (collectively, the “Original Purchasers”), for the issuance and sale by the Company of an aggregate of 4,166,663 shares of the Company’s common stock (the “Shares”), to the Original Purchasers in an offering exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and Rule 506 promulgated thereunder. Each of Jack W. Schuler, John Patience, Matthew Strobeck, Mark C. Miller, Thomas D. Brown and Jack Phillips was a member of the Board at the time of the transaction. Mr. Phillips also serves as the Company’s President and Chief Executive Officer. Additionally, during December 2020, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Original Purchasers in connection with the December 2020 Securities Purchase Agreement pursuant to which the Company agreed to register the resale of the Shares pursuant to the terms set forth therein. The Jack W. Schuler Living Trust (the “Schuler Trust”), which was the entity affiliated with Jack W. Schuler that originally entered into the December 2020 Securities Purchase Agreement for the purchase of 3,964,843 Shares for an aggregate purchase price of approximately $30.5 million, subsequently entered into an assignment and assumption agreement whereby it assigned all of its rights and obligations as an Original Purchaser to three other entities under the December 2020 Securities Purchase Agreement (collectively, the “Schuler Purchasers”). These three entities are related to Jack W. Schuler but are not affiliates of his. Pursuant to the December 2020 Securities Purchase Agreement, the Original Purchasers agreed to purchase the Shares at a purchase price (determined in accordance with Nasdaq rules relating to the “market value” of the Company’s common stock) of $7.68 per share, which was equal to the consolidated closing bid price reported by Nasdaq immediately preceding the time the Company entered into the December 2020 Securities Purchase Agreement, for an aggregate purchase price of approximately $32 million. The December 2020 Securities Purchase Agreement contemplated that the closing of the purchase and sale of the Shares would occur in three approximately equal tranches on the dates specified in the agreement or such other dates as the parties may agree, with the first and second tranches having closed on February 19, 2021 and April 9, 2021, respectively, whereby the Company received total proceeds of approximately $21.3 million which were recorded to contributed capital. On September 17, 2021, the Company entered into a rescission agreement (the “Rescission Agreement”) with the Schuler Purchasers and the Schuler Trust pursuant to which, effective as of January 29, 2021, the Company and the Schuler Purchasers agreed to rescind and unwind the December 2020 Securities Purchase Agreement and the Registration Rights Agreement for all legal, tax and financial purposes ab initio as if the related transactions, including the issuance and sale of an aggregate of 2,643,228 Shares in the first two tranche closings and the third tranche (as discussed below) under the December 2020 Purchase Agreement, had never occurred with respect to the Schuler Purchasers and the Company. The Rescission Agreement was entered into due to the unanticipated legal, tax and/or financial consequences that may have otherwise resulted from the December 2020 Purchase Agreement and the Registration Rights Agreement. The 2,643,228 Shares re-acquired by the Company from the Schuler Purchasers as a result of the Rescission Agreement are treated as a reduction to contributed capital and are not outstanding for purposes of the calculation of basic and diluted earnings per share. On September 30, 2021, the Company closed the final third tranche in connection with the December 2020 Securities Purchase Agreement and received total proceeds of approximately $0.5 million. In accordance with the Rescission Agreement, the Schuler Purchasers did not participate in the third tranche. During the year ended December 31, 2021, the Company issued 201,820 Shares and received total proceeds of approximately $1.5 million under the December 2020 Securities Purchase Agreement, which were recorded to contributed capital, after giving effect to the Rescission Agreement. September 2021 Securities Purchase Agreement During September 2021, the Company entered into a new securities purchase agreement (the “September 2021 Securities Purchase Agreement”) with the Schuler Purchasers for the issuance and sale by the Company of an aggregate of 3,954,546 shares of the Company’s newly designated Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Shares”), to the Schuler Purchasers in an offering exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. Pursuant to the September 2021 Securities Purchase Agreement, the Schuler Purchasers agreed to purchase the Series A Preferred Shares at a purchase price of $7.70 per share for an aggregate purchase price of approximately $30.5 million. The September 2021 Securities Purchase Agreement contemplated that the closing of the purchase and sale of the Series A Preferred Shares would occur in two tranches. The first tranche closed on the date of the execution of the September 2021 Securities Purchase Agreement whereby an aggregate of 2,636,364 Series A Preferred Shares were issued and sold to the Schuler Purchasers. On October 29, 2021, the Company closed the final second tranche in connection with the September 2021 Securities Purchase Agreement for an aggregate of 1,318,182 Series A Preferred Shares. During the year ended December 31, 2021, the Company issued 3,954,546 shares of Series A Preferred Stock to the Schuler Purchasers and received total proceeds of approximately $30.5 million under the September 2021 Securities Purchase Agreement, which were recorded to contributed capital. The Company’s Series A Preferred Stock ranks, with respect to the payment of dividends, senior to the Company’s common stock and to any other class of securities it may issue in the future that is specifically designated as junior to the Series A Preferred Stock. The holders of Series A Preferred Stock are entitled to receive dividends, out of any assets at the time legally available therefor, prior in preference to any declaration or payment of any dividend on the Company’s common stock at the rate of $0.25 per share per annum on each outstanding share of Series A Preferred Stock (as appropriately adjusted for any subsequent stock splits, stock dividends, combinations, reclassifications and the like), when, as and if declared by the Board. In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock then outstanding are entitled to participate with the holders of the Company’s common stock or any other junior securities then outstanding, pro rata on an as-converted basis, in the distribution of all the remaining assets and funds of the Company available for distribution to its stockholders. The holders of Series A Preferred Stock generally have no voting rights with respect to their shares of Series A Preferred Stock, except as provided by law or to amend, modify or waive any provision of the certificate of designation of the Series A Preferred Stock. Each share of Series A Preferred Stock is convertible, at the option of the holder, at any time into one share of the Company’s common stock. Additionally, each share of Series A Preferred Stock will automatically be converted into one share of the Company’s common stock immediately upon a sale of all outstanding stock of the Company or a merger of the Company into another corporation where the pre-merger Company’s stockholders cease to be the controlling stockholders of the post-merger corporation. 2021 Exchange Transactions During the year ended December 31, 2021, the Company entered into separate exchange agreements with certain holders of the Notes pursuant to which, such holders exchanged $51.0 million in aggregate principal amount of Notes for 6,602,974 shares with a value of $38.9 million which was recorded to contributed capital. See Note 10, Convertible Notes, for additional information. March 2022 Exchange Transaction During the year ended December 31, 2022, a holder of the Notes exchanged $14.0 million in aggregate principal amount of Notes held by it for 10,798,482 shares of the Company's common stock. The 10,798,482 shares of the Company’s common stock were determined to have a value of $10.8 million, which was recorded to contributed capital during the year ended December 31, 2022. See Note 10, Convertible Notes, for additional information. March 2022 Securities Purchase Agreement On March 24, 2022, the Company entered into a securities purchase agreement (the “March 2022 Securities Purchase Agreement”) with the Schuler Trust for the issuance and sale by the Company of an aggregate of 2,439,024 shares of the Company’s common stock to the Schuler Trust in an offering (the “Private Placement”) exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and Rule 506 promulgated thereunder. Pursuant to the March 2022 Securities Purchase Agreement, the Schuler Trust agreed to purchase the shares at a purchase price (determined in accordance with Nasdaq rules relating to the “market value” of the Company’s common stock) of $1.64 per share, for an aggregate purchase price of $4.0 million. The Company and the Schuler Trust have subsequently agreed to extend the closing date of the Private Placement from March 24, 2023 to April 20, 2023. This equity forward agreement meets the definition of a freestanding financial instrument which is classified in stockholders’ equity. The value of this equity forward agreement as December 31, 2022 is immaterial. August 2022 Exchange Transaction On August 15, 2022, the Company entered into the August 2022 Exchange Agreement with the Schuler Trust. Under the terms of the August 2022 Exchange Agreement, the Schuler Trust agreed to exchange with the Company $49.9 million in aggregate principal amount of Notes held by it for (a) the Secured Note in an aggregate principal amount of $34.9 million and (b) the Warrant to acquire the Company’s common stock at an exercise price of $2.12. The gain from the extinguishment of the Notes was treated as a capital transaction. The net gain on extinguishment was $29.8 million during the year ended December 31, 2022, and was recorded to contributed capital. See Note 10, Convertible Notes and Note 11, Long-Term Debt Related-Party for additional information. The Warrant may be exercised from February 15, 2023 through the earlier of (i) August 15, 2029 and (ii) the consummation of certain acquisition transactions involving the Company, as set forth in the Warrant. The Warrant is exercisable for up to 2,471,710 shares, or 15% of the principal amount of the Secured Note, divided by the Exercise Price. Such number of shares and the Exercise Price are subject to certain customary proportional adjustments for fundamental events, including stock splits and recapitalizations, as set forth in the Warrant. The Warrant meets the criteria for classification in stockholders’ equity and was recorded in contributed capital at fair value of $3.8 million on August 15, 2022. August 2022 Public Offering On August 23, 2022, the Company completed a public offering 17,500,000 shares of its common stock at a public offering price of $2.00 per share. The Company received net proceeds of approximately $32.9 million from the offering after deducting underwriting discounts and commissions and offering expenses paid by the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21. SUBSEQUENT EVENTS Nasdaq de-listing notice On January 5, 2023, the Company received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market. In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until July 5, 2023, to regain compliance with the Minimum Bid Price Requirement. If, at any time before this date, the closing bid price for the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, the Staff will provide the Company written confirmation of compliance with the Minimum Bid Price Requirement. The Company may be eligible for an additional 180 calendar day compliance period. If the Company’s share price does not meet the minimum listing requirements in the initial or extended periods, it may seek shareholder approval to execute a reverse stock split. Forbearance of remedies upon maturity of the Notes On March 9, 2023, the Company entered into the Forbearance Agreement, which became effective on March 13, 2023, with the Ad Hoc Noteholder Group holding approximately 85% of the Company’s outstanding Notes, the Trustee and any other owner of the Notes who executes and delivers to the Company a joinder to the Forbearance Agreement (collectively with the Trustee and Ad Hoc Noteholder Group, the “Counterparties”). Pursuant to the Forbearance Agreement, the members of the Ad Hoc Noteholder Group have agreed, and have directed the Trustee, to forbear from exercising their rights and remedies under the Indenture in connection with certain events of default under the Indenture, such as (i) failure to timely pay in full the principal of any Note when due and payable on March 15, 2023, (ii) failure to pay any interest on any Note when due and payable, (iii) failure to convert any Notes, (iv) default under any agreement with outstanding indebtedness for money borrowed in excess of $15.0 million and (v) any other breach, default or event of default under the Indenture arising from the failure of the Company to timely pay in full the principal of any Note when due and payable on the Maturity Date. The Forbearance Agreement is effective for the period commencing on March 13, 2023 and ending on March 29, 2023. On March 29, 2023, the Company and the Ad Hoc Noteholder Group agreed to further extend the forbearance period under the Forbearance Agreement to April 5, 2023. Other holders of the Notes may join the Forbearance Agreement, and receive a fee equal to $5.00 per $1,000 principal amount of Notes held by such party, by executing and delivering a joinder to the Forbearance Agreement to the Company. See Note 10, Convertible Notes for additional information. Closing of prepaid forward in connection with the maturity of the Notes In connection with the offering of the Notes, we entered into a prepaid forward stock repurchase transaction (the “Prepaid Forward”) with a financial institution. Pursuant to the Prepaid Forward, we used approximately $45.1 million of the proceeds from the offering of the Notes to pay the prepayment amount. The aggregate number of our common stock underlying the Prepaid Forward is approximately 1,858,500 shares (based on the sale price of $24.25). On March 24, 2023, 1,858,500 shares of Common Stock were returned to the Company pursuant to our agreement with the counterparty. As of December 31, 2022, these shares purchased under the Prepaid Forward were treated as treasury stock on the consolidated balance sheet (and not outstanding for purposes of the calculation of basic and diluted earnings per share), but remain outstanding for corporate law purposes, including for purposes of any future stockholders' votes. See Note 10, Convertible Notes for additional information. Extension of Schuler Forward Purchase Arrangement On March 23, 2023, the Company further amended the Securities Purchase Agreement with the Jack W. Schuler Living Trust for the purchase of gross proceeds of $4.0 million of its common stock to close on or before April 20, 2023. See Note 19, Stockholders' Equity for additional information. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, (“U.S. GAAP”), and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), regarding annual financial reporting. All amounts are rounded to the nearest thousand dollars unless otherwise indicated. |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to accounts receivable, inventory, property and equipment, accrued liabilities, warranty liabilities, convertible notes, tax valuation accounts, equity–based compensation, revenue and leases. Actual results could differ materially from those estimates. |
Estimated Fair Value of Financial Instruments | Estimated Fair Value of Financial Instruments The Company follows ASC 820 , Fair Value Measurement , which has defined fair value and requires the Company to establish a framework for measuring fair value and disclose fair value measurements. The framework requires the valuation of assets and liabilities subject to fair value measurements using a three tiered approach and fair value measurement be classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts of financial instruments such as cash and cash equivalents, trade accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, and other current liabilities approximate the related fair values due to the short-term maturities of these instruments. See Note 4, Fair Value of Financial Instruments, for further information and related disclosures regarding the Company’s fair value measurements. The estimated fair value of the Company’s convertible notes represents a Level 2 measurement. See Note 10, Convertible Notes for further detail on the Company’s convertible notes. The long-term debt with a related-party consisting of the Secured Note (as defined in Note 11) and the Warrant are instruments measured at fair value on a non-recurring basis using Level 3 inputs. See Note 11, Long-Term Debt Related-Party for further detail on the Secured Note and the Warrant. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less at time of purchase are considered to be cash equivalents. Cash and cash equivalents include overnight repurchase agreement accounts and other investments. As part of the Company’s cash management process, excess operating cash is invested in overnight repurchase agreements with its bank. Repurchase agreements and other investments classified as cash and cash equivalents are not deposits and are not insured by the U.S. Government, the FDIC or any other government agency and involve investment risk including possible loss of principal. The Company diversifies its cash holdings, but does have deposits at three institutions in excess of the FDIC coverage limit. Notwithstanding the possibility of bank failures, we believe that as a result of the Company’s selected banks, diversified holdings strategy, and the U.S. Government’s continued support to stabilize the banking system, such as steps taken in March 2023 as a result of bank failures, that the market risk arising from holding these financial instruments is minimal. |
Investments | Investments The Company invests in various debt and equity securities which are primarily held in the custody of major financial institutions. Debt securities consist of certificates of deposit, U.S. government and agency securities, commercial paper, and corporate notes and bonds. Equity securities consist of mutual funds. The Company records these investments in the consolidated balance sheet at fair value. Unrealized gains or losses for debt securities available-for-sale and are included in accumulated other comprehensive loss, a component of stockholders’ deficit. Unrealized gains or losses for equity securities are included in other income (expense), net, a component of statements of operations and comprehensive loss. The Company considers all debt securities available-for-sale, including those with maturity dates beyond 12 months, as available to support current operational liquidity needs. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. We perform an assessment to determine whether there have been any events or economic circumstances to indicate that a debt security available-for-sale in an unrealized loss position has suffered impairment as a result of credit loss or other factors. A debt security is considered impaired if its fair value is less than its amortized cost basis at the reporting date. If we intend to sell the debt security or if it is more-likely-than-not that we will be required to sell the debt security before the recovery of its amortized cost basis, the impairment is recognized and the unrealized loss is recorded as a direct write-down of the security's amortized cost basis with an offsetting entry to earnings. If we do not intend to sell the debt security or believe we will not be required to sell the debt security before the recovery of its amortized cost basis, the impairment is assessed to determine if a credit loss component exists. We use a discounted cash flow method to determine the credit loss component. In the event a credit loss exists, an allowance for credit losses is recorded in earnings for the credit loss component of the impairment while the remaining portion of the impairment attributable to factors other than credit loss is recognized, net of tax, in accumulated other comprehensive income (loss). The amount of impairment recognized due to credit factors is limited to the excess of the amortized cost basis over the fair value of the security. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method. The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale or has a cost basis in excess of its estimated realizable value and records a charge to expense for such inventory as appropriate. We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory. Most of our inventory provisions relate to excess quantities of products, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of amounts due to the Company for sales to customers and are based on what we expect to collect in exchange for goods and services. Receivables are considered past due based on the contractual payment terms and are written off if reasonable collection efforts prove unsuccessful. We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the consolidated statements of operations. We assess collectibility by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. In determining the amount of the allowance for credit losses, we consider historical collectibility and make judgments about the creditworthiness of customers based on credit evaluations. Our customers typically have good credit quality. We also consider customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and expenditures for major improvements are capitalized. Gains and losses from retirement or replacement are included in costs and expenses. Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the assets, ranging from one Instruments Classified as Property and Equipment Property and equipment includes Accelerate Pheno systems (also referred to as instruments) used for sales demonstrations, instruments under rental agreements and instruments used for research and development. Depreciation expense for instruments used for sales demonstrations is recorded as a component of sales, general and administrative expense. Depreciation expense for instruments placed at customer sites pursuant to reagent rental agreements is recorded as a component of cost of sales. Depreciation expense for instruments used in our laboratory and research is recorded as a component of research and development expense. The Company retains title to these instruments and depreciates them over five years. Losses from the retirement of returned instruments are included in costs and expenses. The Company evaluates the recoverability of the carrying amount of its instruments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, and at least annually. This evaluation is based on our estimate of future cash flows and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of instruments. |
Long-lived Assets | Long-lived Assets Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows from and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of the long-lived asset. |
Warranty Reserve | Warranty Reserve Instruments are typically sold with a one year limited warranty, while kits and accessories are typically sold with a sixty days limited warranty. Accordingly, a provision for the estimated cost of the limited warranty repair is recorded at the time revenue is recognized. Our estimated warranty provision is based on our estimate of future repair events and the related estimated cost of repairs. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. The cost incurred for these provisions is included in cost of sales on the consolidated statements of operations and comprehensive loss. |
Convertible Notes | Convertible Notes On January 1, 2022 the Company adopted Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). As a result, the Notes are now accounted for as a single liability measured at their amortized cost. The Notes are no longer bifurcated between debt and equity and are instead accounted for entirely as debt at face value net of any discount or premium and issuance costs. Interest expense is comprised of (1) cash interest payments, (2) amortization of any debt discounts or premiums based on the original offering, and (3) amortization of any debt issuance costs. Gain or loss on extinguishment of Notes is calculated as the difference between the (i) fair value of the consideration transferred and (ii) the sum of the carrying value of the debt at the time of repurchase. |
Accounting for Government Assistance | Accounting for Government Assistance The Company follows ASC 832, Disclosures by Business Entities about Government Assistance, which aims to provide increased transparency by requiring business entities to disclose information about certain types of government assistance they receive in the notes to the financial statements. The Paycheck Protection Program (“PPP”) Loan, was established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, through a significant expansion of the Small Business Administration (“SBA”) 7(a) loan program. During April 2020, the Company entered into a promissory note (the “PPP Note”) evidencing an unsecured loan in the amount of $4.8 million. The Company elected to account for the PPP Note in accordance with ASC 470, Debt, with interest accrued in accordance with the interest method under ASC 835-30, Imputation of Interest. The Company recognized the entire PPP Note amount as a liability on the balance sheet, with interest accrued and expensed over the term of the loan. The Company did not impute additional interest at a market rate because transactions where interest rates are prescribed by governmental agencies are excluded from the scope of ASC 835-30. The PPP Note remained a liability until the Company was legally released from being the primary obligor under the liability (i.e. when the PPP Note was forgiven). During July 2021, the SBA informed the Company of its full forgiveness for the entire loan amount plus accrued interest, which was $4.8 million as of the date of forgiveness. The SBA’s determination of loan forgiveness does not preclude further investigation by the SBA according to its rules and regulations. As a result of the approval of the Company's application for forgiveness the Company recorded income from the extinguishment as a gain, recorded to other income (expense), net for the year ended December 31, 2021. |
Revenue Recognition, Cost of Sales and Shipping and Handling | Revenue Recognition The Company recognizes revenue when control of the promised good or service is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales taxes are excluded from revenues. The Company determines revenue recognition through the following steps: • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations • Recognition of revenue as we satisfy a performance obligation Product revenue is derived from the sale or rental of instruments and sales of related consumable products. When an instrument is sold, revenue is generally recognized upon installation of the unit consistent with contract terms, which do not include a right of return. When a consumable product is sold, revenue is generally recognized upon shipment. Invoices are generally issued when revenue is recognized. Payment terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment is due is not significant. Service revenue is derived from the sale of extended service agreements which are generally non-cancellable. This revenue is recognized on a straight-line basis over the contract term beginning on the effective date of the contract because the Company is standing ready to provide services. Invoices are generally issued annually and coincide with the beginning of individual service terms. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines relative standalone selling prices based on the price charged to customers for each individual performance obligation. Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined these costs would have an amortization period of less than one year and has elected to recognize them as an expense when incurred. Contract asset opening and closing balances were immaterial for the years ended December 31, 2022, 2021, and 2020. Gross Profit (Loss) and Gross Margin Gross profit consists of total revenue, net of allowances, less cost of sales. Cost of sales includes cost of materials, direct labor, equity-based compensation, facility and other manufacturing overhead costs for consumable tests and instruments sold to customers. Cost of sales for instruments also includes depreciation on revenue generating instruments that have been placed with our customers under a reagent rental agreement. Cost of sales includes repair and maintenance cost for instruments covered by a service agreement or instruments covered by a reagent rental agreement. Cost of sales also includes warranty related costs. The Company’s overall gross margin was 26%, (3)% and 40% for the years ended December 31, 2022, 2021 and 2020, respectively. During the years ended December 31, 2022 and 2020, the Company recorded gross profit, while recording a gross loss during the year end December 31, 2021. The Company incurred a one-time inventory write-down of $4.5 million for the year ended December 31, 2021 which put the Company in a gross loss position. No write-downs of inventory were recorded for the years ended December 31, 2022 and 2020. An immaterial amount of this inventory was sold to customers for the year ended December 31, 2022. The Company manufactures pre-launch inventory in advance of regulatory approval. This inventory is expensed before an economic benefit is probable. Pre-launch inventory sold to customers, previously not capitalized and expensed in a previous year for the years ended December 31, 2022, 2021 and 2020 was $0.6 million, $0.2 million and $0.1 million, respectively. Shipping and Handling Shipping and handling costs billed to customers are included as a component of revenue. The corresponding expense incurred with third party carriers is included as a component of sales, general and administrative costs on the consolidated statements of operations and comprehensive loss. |
Restructure Activity | Restructure Activity During the year ended December 31, 2020, following the completion of a strategic review of the Company's Europe, Middle East and Africa (“EMEA”) business, the Company's board of directors (the “Board”) approved a plan to reduce its workforce, focus the geographies it plans to operate in, and terminate agreements with some distributors in geographies it plans on exiting (collectively, the “EMEA Restructuring Plan”). As of December 31, 2020, the Company substantially completed the workforce reduction portion of the EMEA Restructuring Plan. Restructuring charges are primarily comprised of employee severance and other post-employment benefits. The Company evaluates the nature of these costs to determine if they relate to on-going benefit arrangements which are accounted for under ASC 712, Compensation - Nonretirement Postemployment Benefits, or one-time benefit arrangements which are accounted for under ASC 420, Exit or Disposal Cost Obligations. The Company incurred |
Leases | Leases The Company accounts for leases in accordance with ASC 842, Leases. The Company determines if an arrangement is or contains a lease and the type of lease at inception. The Company classifies leases as finance leases (lessee) or sales-type leases (lessor) when there is either a transfer of ownership of the underlying asset by the end of the lease term, the lease contains an option to purchase the asset that we are reasonably certain will be exercised, the lease term is for the major part of the remaining economic life of the asset, the present value of the lease payments and any residual value guarantee equals or substantially exceeds all the fair value of the asset, or the asset is of such a specialized nature that it will have no alternative use to the lessor at the end of the lease term. Payments contingent on future events (i.e. based on usage) are considered variable and excluded from lease payments for the purposes of classification and initial measurement. Several of our leases include options to renew or extend the term upon mutual agreement of the parties and others include one-year extensions exercisable by the lessee. None of our leases contain residual value guarantees, restrictions, or covenants. To determine whether a contract contains a lease, the Company uses its judgment in assessing whether the lessor retains a material amount of economic benefit from an underlying asset, whether explicitly or implicitly identified, which party holds control over the direction and use of the asset, and whether any substantive substitution rights over the asset exist. Leases as Lessee Operating leases are included in right-of-use (“ROU”) assets and corresponding lease liabilities, and finance leases are included in ROU assets and corresponding lease liabilities within our condensed consolidated balance sheets. These assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and their related liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Typically, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments. We use the implicit rate when readily determinable. ROU assets are net of lease payments made and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term, which may include options to extend or terminate the lease when it is reasonably certain that we will exercise the option. Our operating leases consist primarily of leased office, factory, and laboratory space in the U.S. and office space in Europe, have between two |
Leases as Lessor | Leases as Lessor The Company leases instruments to customers under “reagent rental” agreements, whereby the customer agrees to purchase consumable products over a stated term, typically five years or less, for a volume-based price that includes an embedded rental for the instruments. When collectibility is probable, that amount is recognized as income at lease commencement for sales-type leases and as product is shipped, typically in a straight–line pattern, over the term for operating leases, which typically include a termination without cause or penalty provision given a short notice period. Consideration is allocated between lease and non-lease components based on stand-alone selling price in accordance with ASC 606, Revenue from Contracts with Customers. Net investment in sales-type leases are included within our condensed consolidated balance sheets as a component of other current assets and other non-current assets, which include the present value of lease payments not yet received and the present value of the residual asset, which are determined using the information available at commencement, including the lease term, estimated useful life, rate implicit in the lease, and expected fair value of the instrument. |
Nonqualified Cash Deferral Plan | Nonqualified Cash Deferral Plan The Company's Cash Deferral Plan (the “Deferral Plan”), provides certain key employees, with an opportunity to defer the receipt of such participant's base salary. The Deferral Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code. All of the investments held in the Deferral Plan are equity securities consisting of mutual funds and recorded at fair value with changes in the investments' fair value recognized as earnings in the period they occur. The corresponding liability for the Deferral Plan is included in other non-current liabilities in the consolidated balance sheet. |
Equity-Based Compensation | Equity-Based Compensation The Company may award stock options, restricted stock units (“RSUs”), performance-based awards and other equity-based instruments to its employees, directors and consultants. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period for each tranche (an accelerated attribution method). Performance-based awards vest based on the achievement of performance targets. Compensation costs associated with performance-based awards are recognized over the requisite service period based on probability of achievement. Performance-based awards require management to make assumptions regarding the likelihood of achieving performance targets. The Company estimates the fair value of service based and performance based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. • Volatility: The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. • Expected term: The estimate expected term for employee awards is based on a simplified method that considers an insufficient history of employee exercises. For consultant awards, the estimated expected term is the same as the life of the award. • Risk-free interest rate: The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term. • Dividend yield: The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future. The Company records the fair value of RSUs or stock grants based on the published closing market price on the day before the grant date. The Company accounts for forfeitures as they occur rather than on an estimated basis. The Company also has an employee stock purchase program whereby eligible employees can elect payroll deductions that are subsequently used to purchase common stock at a discounted price. There is no compensation recorded for this program as (i) the purchase discount does not exceed the issuance costs that would have been incurred to raise a significant amount of capital by a public offering, (ii) substantially all employees that meet limited employment qualifications may participate on an equitable basis, and (iii) the plan doesn't incorporate option features that would require compensation to be recorded. |
Deferred Tax Assets | Deferred Tax Assets Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets. The change in deferred tax assets and liabilities for the period represents the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws in deferred tax assets and liabilities are reflected as an adjustment to the tax provision or benefit in the period of enactment. The Company follows the provisions of ASC 740, Income Taxes, to account for any uncertainty in income |
Foreign Currency Translation and Foreign Currency Transactions | Foreign Currency Translation and Foreign Currency Transactions Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive loss in the consolidated statements of stockholders’ deficit. The Company has assets and liabilities, including receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to re-measurement, the impact of which is recorded in foreign currency exchange gain and loss, within the consolidated statement of operations and comprehensive loss. |
Loss Per Share | Loss Per Share Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Potentially dilutive common shares consist of shares issuable from stock options, unvested RSUs and exercise of the Warrant. Potentially dilutive common shares also include common shares that would be issued upon debt conversion, exchange for Series A Preferred Stock, or in connection with a securities purchase agreement. Diluted earnings are not presented when the effect of adding such additional common shares is antidilutive. |
Comprehensive Loss | Comprehensive Loss In addition to net loss, comprehensive loss includes all changes in equity during a period, except those resulting from investments by and distributions to owners. The Company holds debt securities as available-for-sale and records the change in fair market value as a component of comprehensive loss. The Company also has adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars which is included as a component of comprehensive loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards that were recently adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This update simplifies the accounting for convertible debt instruments by removing the beneficial conversion and cash conversion separation models for convertible instruments. Under the update, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives or that do not result in substantial premiums accounted for as paid-in capital. The update also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share, which the Company already uses. The Company adopted the standard on January 1, 2022 through application of the modified retrospective method of transition. The Company applied the standard to the Notes outstanding as of January 1, 2022, as discussed in Note 10, Convertible Notes. As a result, the Notes are now accounted for as a single liability measured at their amortized cost. The Notes are no longer bifurcated between debt and equity and are instead accounted for entirely as debt at face value net of any discount or premium and issuance costs. Interest expense is comprised of (1) cash interest payments, (2) amortization of any debt discounts or premiums based on the original offering, and (3) amortization of any debt issuance costs. On January 1, 2022, the cumulative effect of adoption resulted in an increase in the net carrying amount of the Notes of $11.5 million, a decrease in additional-paid-in-capital of $37.4 million, and a decrease in accumulated deficit of $25.9 million. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Topic 815 - 40). ASU 2021-04 codifies the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. This ASU was adopted January 1, 2022, and did not impact the Company's consolidated financial statements at January 1, 2022. In November 2021, ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance, which aims to provide increased transparency by requiring business entities to disclose information about certain types of government assistance they receive in the notes to the financial statements. ASU 2021-10 also adds a new Topic to ASC 832, Government Assistance to the FASB’s Codification. This ASU was adopted January 1, 2022, and did not impact the Company's consolidated financial statements at January 1, 2022. Standards not yet adopted In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method. ASU 2022-01 is related to the portfolio layer method of hedge accounting. The amendments in this update clarify the accounting and promote consistency in reporting for hedges where the portfolio layer method is applied. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. We do not expect the update to have a material effect on the consolidated financial statements. In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 relates to troubled debt restructurings (“TDRs”) and vintage disclosures for financing receivables. The amendments in this update eliminate the accounting guidance for TDRs by creditors while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty. The amendments also require disclosure of current-period gross write-offs by year of origination for financing receivables. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We do not expect the update to have a material effect on the consolidated financial statements. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments and accounts receivable, including receivables from major customers.The Company grants credit to domestic and international clients in various industries. Exposure to losses on accounts receivable is principally dependent on each client's financial position. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Allowance For Doubtful Accounts | The allowance for credit losses for the year ended December 31 is comprised of the following (in thousands): 2022 2021 2020 Beginning balance $ 140 $ 445 $ — Provisions 204 123 684 Write-offs (20) (428) (239) $ 324 $ 140 $ 445 |
Schedule of Warranty Reserve | Product warranty reserve activity for the years ended December 31 is as follows (in thousands): 2022 2021 2020 Beginning balance $ 139 $ 232 $ 403 Provisions 389 (22) 13 Warranty cost incurred (303) (71) (184) $ 225 $ 139 $ 232 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement | The following tables represent the financial instruments measured at fair value on a recurring basis on the financial statements of the Company and the valuation approach applied to each class of financial instruments at December 31 (see Note 2, Summary of Significant Accounting Policies for further information): 2022 (in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 7,194 $ — $ — $ 7,194 Total cash and cash equivalents 7,194 — — 7,194 Equity investments: Mutual funds 928 — — 928 Total equity investments 928 — — 928 Debt securities available-for-sale: Certificates of deposit — 2,541 — 2,541 US Treasury securities 3,009 — — 3,009 Commercial paper — 424 — 424 Corporate notes and bonds — 3,754 — 3,754 Total debt securities available-for-sale 3,009 6,719 — 9,728 Total assets measured at fair value $ 11,131 $ 6,719 $ — $ 17,850 2021 (in thousands) Quoted Prices Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 5,563 $ — $ — $ 5,563 Commercial paper — 200 — 200 Total cash and cash equivalents 5,563 200 — 5,763 Equity investments: Mutual funds 841 — — 841 Total equity investments 841 — — 841 Debt securities available-for-sale: Certificates of deposit — 1,351 — 1,351 US Treasury securities 250 — — 250 Commercial paper — 8,046 — 8,046 Corporate notes and bonds — 13,232 — 13,232 Total debt securities available-for-sale 250 22,629 — 22,879 Total assets measured at fair value $ 6,654 $ 22,829 $ — $ 29,483 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Investments | The following tables summarize the Company’s debt securities classified as available-for-sale at December 31 (in thousands): AVAILABLE-FOR-SALE INVESTMENTS 2022 (in thousands) Amortized Gross Gross Fair Value Certificates of deposit $ 2,548 $ — $ (7) $ 2,541 U.S. Treasury securities 3,015 — (6) 3,009 Commercial paper 425 — (1) 424 Corporate notes and bonds 3,769 — (15) 3,754 Total $ 9,757 $ — $ (29) $ 9,728 AVAILABLE-FOR-SALE INVESTMENTS 2021 (in thousands) Amortized Cost Gross Gross Fair Value Certificates of deposit $ 1,351 $ — $ — $ 1,351 U.S. Treasury securities 250 — — 250 Commercial paper 8,048 — (2) 8,046 Corporate notes and bonds 13,245 — (13) 13,232 Total $ 22,894 $ — $ (15) $ 22,879 |
Schedule of Maturities of Available-for-sale Investments | The following table summarizes the maturities of the Company’s debt securities classified as available-for-sale at December 31 (in thousands): AVAILABLE-FOR-SALE INVESTMENT MATURITIES (in thousands) 2022 2021 Amortized Fair Value Amortized Fair Value Due in less than 1 year $ 9,757 $ 9,728 $ 22,663 $ 22,649 Due in 1-5 years — — 231 230 Total $ 9,757 $ 9,728 $ 22,894 $ 22,879 |
Schedule of Unrealized Losses or Gains on Equity Securities | Unrealized losses or gains on equity securities recorded in income during the year ended December 31, 2022, 2021 and 2020 were as follows (in thousands): 2022 2021 2020 Unrealized loss on equity investments $ (211) $ — $ — |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | Inventories consisted of the following at December 31 (in thousands): 2022 2021 Raw materials $ 1,827 $ 1,343 Work in process 2,115 1,625 Finished goods 1,252 2,099 Inventory $ 5,194 $ 5,067 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment at Cost | Property and equipment are recorded at cost and consisted of the following at December 31 (in thousands): 2022 2021 Computer equipment $ 3,551 $ 3,181 Technical equipment 3,236 3,285 Facilities 3,663 3,675 Instruments 3,735 5,364 Capital projects in progress 114 683 Total property and equipment $ 14,299 $ 16,188 Accumulated depreciation (10,821) (10,799) Net property and equipment $ 3,478 $ 5,389 |
Schedule of Instruments at Cost and Accumulated Depreciation, Lessor | Instruments at cost and accumulated depreciation where the Company is the lessor under operating leases consisted of the following at December 31 (in thousands): 2022 2021 Instruments at cost under operating leases $ 2,585 $ 3,110 Accumulated depreciation under operating leases (1,209) (1,165) Net property and equipment under operating leases $ 1,376 $ 1,945 |
DEFERRED REVENUE AND REMAININ_2
DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenue and Income | A summary of the balances as of December 31 follows (in thousands): 2022 2021 Products and services not yet delivered $ 547 $ 451 Deferred revenue $ 547 $ 451 The following presents total net sales by line of business for the years ended December 31 (in thousands): 2022 2021 2020 Accelerate Pheno revenue $ 12,598 $ 11,628 $ 11,025 Other revenue 154 154 140 Net sales $ 12,752 $ 11,782 $ 11,165 The following presents total net sales by products and services for the years ended December 31 (in thousands): 2022 2021 2020 Products $ 11,107 $ 10,430 $ 10,336 Services 1,645 1,352 829 Net sales $ 12,752 $ 11,782 $ 11,165 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | As of December 31, 2022 and 2021, long-term debt consisted of the following (in thousands): 2022 2021 Other Loans - various interest $ — $ 80 Total debt — 80 Current portion of long-term debt — 80 Long-term debt $ — $ — |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | The carrying value of the Notes consisted of the following at December 31 (in thousands): 2022 2021 Outstanding principal $ 56,595 $ 120,500 Unamortized debt issuance (182) (729) Unamortized debt discount — (11,787) Net carrying amount $ 56,413 $ 107,984 As of December 31, 2022 the Notes were classified as follows (in thousands): 2022 2021 Current portion of convertible notes $ 56,413 $ — Non-current portion of convertible notes — 107,984 Total convertible notes $ 56,413 $ 107,984 |
Schedule of Interest Expense | Interest expense consisted of the following at December 31 (in thousands): 2022 2021 2020 Contractual coupon interest $ 1,794 $ 3,934 $ 4,288 Amortization of the debt discount — 10,869 10,518 Amortization of debt issuance costs 474 672 651 Total interest expense on convertible notes $ 2,268 $ 15,475 $ 15,457 Interest expense consisted of the following for the year ended December 31 (in thousands): 2022 Contractual interest $ 663 Amortization of the debt discount 834 Total interest expense $ 1,497 |
Schedule of Gain on Extinguishment | Net gain on extinguishment of exchanged Notes for the years ended December 31 is as follows (in thousands): 2022 2021 2020 Gain on extinguishment $ 3,565 $ 4,916 $ — |
LONG-TERM DEBT RELATED-PARTY (T
LONG-TERM DEBT RELATED-PARTY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Significant Assumptions and Inputs Used to Estimate the Fair Value of the Secured Note | The table below summarizes the significant assumptions and inputs used to estimate the fair value of the Secured Note as of August 15, 2022: 2022 Stock price $ 2.68 Term (years) 5 Volatility 84.30 % Risk-free rate 2.91 % 2022 Stock market price $ 2.12 Exercise price $ 2.12 Contractual term (in years) 7 Volatility 76.10 % Expected dividends — Risk free interest rates 2.86 % |
Schedule of Carrying Value of the Secured Notes | The carrying value of the Secured Note at December 31, 2022 consisted of the following (in thousands): 2022 Outstanding principal $ 34,934 Unamortized debt issuance discount (18,076) Net carrying amount $ 16,858 |
Schedule of Interest Expense in Connection with the Secured Note | Interest expense consisted of the following at December 31 (in thousands): 2022 2021 2020 Contractual coupon interest $ 1,794 $ 3,934 $ 4,288 Amortization of the debt discount — 10,869 10,518 Amortization of debt issuance costs 474 672 651 Total interest expense on convertible notes $ 2,268 $ 15,475 $ 15,457 Interest expense consisted of the following for the year ended December 31 (in thousands): 2022 Contractual interest $ 663 Amortization of the debt discount 834 Total interest expense $ 1,497 |
Schedule of Maturities of Future Principal and Accrued Interest Obligations | The following presents maturities of future principal and accrued interest obligations of the Secured Note as of December 31, 2022 (in thousands): Principal Accrued Interest Total 2023 $ — $ — $ — 2024 — — — 2025 — — — 2026 — — — 2027 34,934 663 35,597 Thereafter — — — Total $ 34,934 $ 663 $ 35,597 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Issuable Common Shares Excluded from Computation of Diluted Net Loss Per Share | The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses at of the following at December 31 (in thousands): 2022 2021 2020 Shares issuable upon the release of restricted stock units 4,355 2,090 526 Shares issuable upon exercise of stock options 5,409 7,193 8,045 Shares issuable upon the exercise of the Warrant 2,472 — — 12,236 9,283 8,571 |
EMPLOYEE EQUITY-BASED COMPENS_2
EMPLOYEE EQUITY-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes option activity under the plan during the years ended December 31, 2022 and 2021 and shows the exercisable shares as of December 31, 2022: Number of Shares Weighted Average Exercise Price per Share Options Outstanding January 1, 2021 8,045,461 $ 14.18 Granted 489,804 7.09 Forfeited (370,106) 14.04 Exercised (426,762) 3.79 Expired (545,857) 19.85 Options Outstanding December 31, 2021 7,192,540 13.89 Granted 140,000 3.05 Forfeited (208,569) 12.58 Exercised (6,105) 1.04 Expired (1,709,205) 10.96 Options Outstanding December 31, 2022 5,408,661 14.60 Exercisable December 31, 2022 4,263,496 15.39 |
Schedule of Black-Scholes Assumptions for Option Granted | The table below summarizes the inputs used to calculate the estimated fair value of options awarded for the years ended December 31: 2022 2021 2020 Expected term (in years) 6.30 5.79 5.94 Volatility 66 % 65 % 58 % Expected dividends — — — Risk free interest rates 2.1 % 1.1 % 0.6 % Estimated forfeitures — % — % — % Weighted average fair value $ 1.88 $ 4.09 $ 4.49 |
Schedule of Stock Option Supplemental Information | The following table shows summary information for outstanding options and options that are exercisable (vested) as of December 31, 2022: Options Options Number of options 5,408,661 4,263,496 Weighted average remaining contractual term (in years) 5.25 4.82 Weighted average exercise price $ 14.60 $ 15.39 Weighted average fair value $ 9.08 $ 9.46 Aggregate intrinsic value (in millions) $ — $ — |
Schedule of Restricted Stock Activity | The following table summarizes RSU and stock grant activity during the years ended December 31, 2022 and 2021: Number of Shares Weighted Average Grant Date Fair Value per Share RSUs & Stock Grants Outstanding January 1, 2021 526,414 $ 11.17 Granted 2,704,948 11.23 Forfeited (479,472) 11.01 Vested/released (661,708) 12.23 RSUs & Stock Grants outstanding December 31, 2021 2,090,182 10.77 Granted 4,227,921 1.53 Forfeited (662,038) 8.28 Vested/released (1,300,645) 3.70 RSUs & Stock Grants outstanding December 31, 2022 4,355,420 4.29 |
Schedule of Weighted Average Fair Value of Grants Awarded | The table below summarizes the weighted average fair value of RSUs and stock grants awarded for the years ended December 31: 2022 2021 2020 Weighted average fair value $ 1.53 $ 11.23 $ 11.44 |
Schedule of Equity-Based Compensation Expense and Tax Benefit | The expense and tax benefits recognized on the Company’s consolidated statements of operations and comprehensive loss related to share-based compensation for the years ended December 31 (in thousands) is as follows: 2022 2021 2020 Cost of Sales $ 665 $ 325 $ 351 Research and development 1,419 4,102 4,035 Sales, general and administrative 8,541 17,620 12,078 Total equity-based compensation expense $ 10,625 $ 22,047 $ 16,464 Recognized tax benefit $ — $ — $ — The share-based compensation cost capitalized to inventory or inventory transferred to property and equipment (also referred to as instruments) for the years ended December 31 (in thousands) is as follows: 2022 2021 2020 Cost capitalized to inventory $ 254 $ 401 $ 253 The table below summarizes share-based compensation cost in connection with performance-based stock options for the years ended December 31 (in thousands): 2022 2021 2020 Performance-based stock option expense $ — $ 230 $ 215 The table below summarizes share-based compensation cost in connection with performance-based stock options for the years ended December 31 (in thousands): 2022 2021 2020 Performance-based RSU expense $ — $ 818 $ 810 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Pretax Loss from Operations | The components of the pretax loss from operations for the years ended December 31 are as follows (in thousands): 2022 2021 2020 U.S. Domestic $ (54,099) $ (68,131) $ (66,482) Foreign (8,471) (9,526) (11,721) Net loss before income taxes $ (62,570) $ (77,657) $ (78,203) |
Schedule of Provision for Income Taxes | The components of the benefit (provision) for income taxes for the years ended December 31 is presented in the following table: 2022 2021 2020 Current: Federal $ — $ — $ — State (19) (18) (1) Foreign 96 (27) (4) Total benefit (provision) 77 (45) (5) Deferred: Federal — — — State — — — Foreign — — — Total deferred provision — — — Total benefit (provision) $ 77 $ (45) $ (5) |
Schedule of Deferred Income Tax Components | Significant components of the Company’s net deferred income taxes as of December 31 are as follows (in thousands): 2022 2021 Deferred tax assets: Net operating loss carryforward $ 94,003 $ 93,056 General business credit 17,293 16,364 Stock options 12,809 14,851 Intangible assets, definite-lived 7,239 8,047 Section 174 research & development 4,840 — Inventory 2,145 1,790 Operating lease liability 568 734 Property & equipment 137 284 Other 310 339 Total deferred tax assets 139,344 135,465 Valuation allowance (138,710) (131,839) Deferred tax assets $ 634 $ 3,626 Deferred tax liabilities: Debt amortization $ (24) $ (2,933) Right of use asset (527) (693) Finance lease liability $ (83) $ — Total deferred tax liabilities $ (634) $ (3,626) Net deferred taxes $ — $ — |
Schedule of Effective Tax Rate | The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate for years ending December 31 is as follows: 2022 2021 2020 U.S. federal statutory income tax rate (21.00) % (21.00) % (21.00) % State taxes, net of federal tax benefit (2.55) % (4.26) % (4.95) % Permanent and other differences 1.74 % (9.01) % 2.35 % Loan forgiveness — % (1.31) % — % Change in tax rates 0.26 % 0.02 % (0.05) % Tax rate differential (0.52) % 2.30 % 3.09 % Unrecognized tax benefits 1.01 % 2.64 % 1.34 % Nondeductible equity and other compensation 5.44 % 1.72 % (3.38) % Credit for increased research activities (2.80) % (6.19) % (6.29) % Change in valuation allowance 18.30 % 35.15 % 28.89 % (0.12) % 0.06 % — % |
Schedule of Uncertain Tax Positions | The Company's uncertain tax positions at December 31 as follows (in thousands): 2022 2021 2020 Balance at beginning of year $ 7,556 $ 4,866 $ 3,712 Increases for prior positions 380 2,359 — Increases for current year positions 5,660 1,746 1,154 Decreases due to settlements — (1,415) — Other increases — — — Balance at end of year $ 13,596 $ 7,556 $ 4,866 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Supplemental Lease Information | The following presents supplemental information related to our leases in which we are the lessee for the years ended December 31 (in thousands): 2022 2021 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 850 $ 680 Operating cash flows from finance leases 1,201 — ROU assets obtained in exchange for lease obligations Operating leases — — Finance leases 3,096 — Lease Cost Operating leases 1,114 1,095 Finance leases 673 — Short-term leases $ 82 $ 80 |
Schedule of Lease Costs | The following presents supplemental information related to our leases in which we are the lessee for the years ended December 31 (in thousands): 2022 2021 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 850 $ 680 Operating cash flows from finance leases 1,201 — ROU assets obtained in exchange for lease obligations Operating leases — — Finance leases 3,096 — Lease Cost Operating leases 1,114 1,095 Finance leases 673 — Short-term leases $ 82 $ 80 |
Schedule of Maturities of Operating Lease Liabilities | The following presents maturities of operating lease liabilities in which we are the lessee as of December 31, 2022 (in thousands): 2022 2023 $ 968 2024 1,055 2025 585 2026 — 2027 — Thereafter — Total lease payments 2,608 Less imputed interest (234) $ 2,374 |
Schedule of Maturities of Finance Lease Liabilities | The following presents maturities of finance lease liabilities in which we are the lessee as of December 31, 2022 (in thousands): 2022 2023 $ 992 2024 976 2025 193 2026 — 2027 — Thereafter — Total lease payments 2,161 Less imputed interest (266) $ 1,895 |
Schedule of Sales-type Lease Receivable Maturity | The following presents maturities of lease receivables under sales-type leases as of December 31, 2022 (in thousands): 2022 2023 $ 1,429 2024 824 2025 266 2026 123 2027 41 Thereafter — 2,683 |
GEOGRAPHIC AND REVENUE DISAGG_2
GEOGRAPHIC AND REVENUE DISAGGREGATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Long-lived Assets by Geographic Territory | The following presents long-lived assets (excluding intangible assets) by geographic territory at December 31 (in thousands): 2022 2021 Domestic $ 3,120 $ 5,014 Foreign 358 375 $ 3,478 $ 5,389 |
Schedule of Total Net Sales by Geographic Territory | The following presents total net sales by geographic territory for the years ended December 31 (in thousands): 2022 2021 2020 Domestic $ 10,921 $ 10,121 $ 10,305 Foreign 1,831 1,661 860 Net sales $ 12,752 $ 11,782 $ 11,165 |
Schedule of Disaggregation of Revenue | A summary of the balances as of December 31 follows (in thousands): 2022 2021 Products and services not yet delivered $ 547 $ 451 Deferred revenue $ 547 $ 451 The following presents total net sales by line of business for the years ended December 31 (in thousands): 2022 2021 2020 Accelerate Pheno revenue $ 12,598 $ 11,628 $ 11,025 Other revenue 154 154 140 Net sales $ 12,752 $ 11,782 $ 11,165 The following presents total net sales by products and services for the years ended December 31 (in thousands): 2022 2021 2020 Products $ 11,107 $ 10,430 $ 10,336 Services 1,645 1,352 829 Net sales $ 12,752 $ 11,782 $ 11,165 |
SUPPLEMENTAL DATA (UNAUDITED) (
SUPPLEMENTAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following is a summary of unaudited selected quarterly financial information for the three months ended 2022 (in thousands, except per share data): December 31, September 30, June 30, March 31, Net sales $ 2,973 $ 2,960 $ 3,861 $ 2,958 Gross profit $ 842 $ 579 $ 1,080 $ 802 Loss from operations $ (13,960) $ (14,961) $ (17,989) $ (15,895) Net loss $ (14,609) $ (15,896) $ (18,523) $ (13,465) Basic and diluted net loss per share $ (0.14) $ (0.18) $ (0.24) $ (0.20) The following is a summary of unaudited selected quarterly financial information for the three months ended 2021 (in thousands, except per share data): December 31, September 30, June 30, March 31, Net sales $ 3,344 $ 3,122 $ 2,798 $ 2,518 Gross (loss) profit $ (3,317) $ 986 $ 1,053 $ 897 Loss from operations $ (19,411) $ (14,532) $ (17,590) $ (20,027) Net loss $ (22,803) $ (8,986) $ (21,674) $ (24,239) Basic and diluted net loss per share $ (0.34) $ (0.15) $ (0.36) $ (0.41) |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 27, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Accumulated deficit | $ (607,239) | $ (570,668) | $ (607,239) | $ (570,668) | ||||||||
Net loss | (14,609) | $ (15,896) | $ (18,523) | $ (13,465) | (22,803) | $ (8,986) | $ (21,674) | $ (24,239) | (62,493) | (77,702) | $ (78,208) | |
Net cash used in operating activities | (48,728) | (47,323) | $ (50,394) | |||||||||
Debt Instrument [Line Items] | ||||||||||||
Cash and cash equivalents and investments | $ 45,600 | $ 63,600 | 45,600 | $ 63,600 | ||||||||
Decrease in cash and cash equivalents and investments | $ (18,000) | |||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 2.50% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | 12 Months Ended | |||||||
Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Aug. 14, 2021 | Apr. 30, 2020 | Mar. 27, 2018 | |
Property, Plant and Equipment [Line Items] | ||||||||
Impairment charges | $ 0 | $ 0 | ||||||
Instrument warranty term | 1 year | |||||||
Kits and accessories warranty term | 60 days | |||||||
Gross margin percentage | 26% | (3.00%) | 40% | |||||
Inventory write-down | $ 0 | $ 4,500,000 | $ 0 | |||||
Pre-launch inventory expenses | $ 600,000 | 200,000 | 100,000 | |||||
Restructuring expenses | $ 400,000 | |||||||
Lease extension | 1 year | |||||||
Finance lease term | 3 years | |||||||
Lessor term of contract | 5 years | |||||||
Dividend yield (percent) | 0% | |||||||
Decrease in accumulated deficit | $ (607,239,000) | (570,668,000) | ||||||
Cumulative impact of accounting change | Accounting Standards Update 2020-06 | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Total convertible notes | $ 11,500,000 | |||||||
Decrease in additional-paid-in-capital | 37,400,000 | |||||||
Decrease in accumulated deficit | $ 25,900,000 | |||||||
2.50% Convertible Notes due 2023 | Convertible Notes | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Interest rate | 2.50% | |||||||
Aggregate principal amount | $ 150,000,000 | |||||||
Total convertible notes | $ 56,413,000 | $ 107,984,000 | ||||||
PPP loan | PPP Loan | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Interest rate | 1% | |||||||
Aggregate principal amount | $ 4,800,000 | |||||||
Full loan forgiveness | $ 4,800,000 | |||||||
Diagnostic instruments | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property and equipment, useful life | 5 years | |||||||
Minimum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property and equipment, useful life | 1 year | |||||||
Operating leases term | 2 years | |||||||
Maximum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property and equipment, useful life | 7 years | |||||||
Operating leases term | 6 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 140 | $ 445 | $ 0 |
Provisions | 204 | 123 | 684 |
Write-offs | (20) | (428) | (239) |
Ending balance | $ 324 | $ 140 | $ 445 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warranty Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $ 139 | $ 232 | $ 403 |
Provisions | 389 | (22) | 13 |
Warranty cost incurred | (303) | (71) | (184) |
Ending balance | $ 225 | $ 139 | $ 232 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration of Credit Risk | Cash and Cash Equivalents | Financial Institution A | ||
Concentration Risk [Line Items] | ||
Risk concentration | 52% | 72% |
Concentration of Credit Risk | Cash and Cash Equivalents | Financial Institution B | ||
Concentration Risk [Line Items] | ||
Risk concentration | 24% | |
Concentration of Credit Risk | Cash and Cash Equivalents | Financial Institution C | ||
Concentration Risk [Line Items] | ||
Risk concentration | 21% | |
Customer Concentration | Accounts Receivable | One Customer | ||
Concentration Risk [Line Items] | ||
Risk concentration | 15% | 13% |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Fair Value Measurement (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total equity investments | $ 900 | $ 800 |
Total debt securities available-for-sale | 9,728 | 22,879 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 2,541 | 1,351 |
US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 3,009 | 250 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 424 | 8,046 |
Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 3,754 | 13,232 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 7,194 | 5,763 |
Total equity investments | 928 | 841 |
Total debt securities available-for-sale | 9,728 | 22,879 |
Total assets measured at fair value | 17,850 | 29,483 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 7,194 | 5,563 |
Total equity investments | 928 | 841 |
Total debt securities available-for-sale | 3,009 | 250 |
Total assets measured at fair value | 11,131 | 6,654 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 200 |
Total equity investments | 0 | 0 |
Total debt securities available-for-sale | 6,719 | 22,629 |
Total assets measured at fair value | 6,719 | 22,829 |
Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Total equity investments | 0 | 0 |
Total debt securities available-for-sale | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Recurring | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total equity investments | 928 | 841 |
Recurring | Mutual funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total equity investments | 928 | 841 |
Recurring | Mutual funds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total equity investments | 0 | 0 |
Recurring | Mutual funds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total equity investments | 0 | 0 |
Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 2,541 | 1,351 |
Recurring | Certificates of deposit | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | 0 |
Recurring | Certificates of deposit | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 2,541 | 1,351 |
Recurring | Certificates of deposit | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | 0 |
Recurring | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 3,009 | 250 |
Recurring | US Treasury securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 3,009 | 250 |
Recurring | US Treasury securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | 0 |
Recurring | US Treasury securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | 0 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 424 | 8,046 |
Recurring | Commercial paper | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | 0 |
Recurring | Commercial paper | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 424 | 8,046 |
Recurring | Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | 0 |
Recurring | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 3,754 | 13,232 |
Recurring | Corporate notes and bonds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | 0 |
Recurring | Corporate notes and bonds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 3,754 | 13,232 |
Recurring | Corporate notes and bonds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | 0 |
Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 7,194 | 5,563 |
Recurring | Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 7,194 | 5,563 |
Recurring | Money market funds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Recurring | Money market funds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 0 | 0 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 200 | |
Recurring | Commercial paper | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | |
Recurring | Commercial paper | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 200 | |
Recurring | Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Aug. 15, 2022 | Dec. 31, 2021 |
Jack W. Schuler Living Trust | Embeded Warrant | August 2022 Exchange Transaction | |||
Debt Instrument [Line Items] | |||
Warrants fair value | $ 3,800 | ||
Level 3 | Jack W. Schuler Living Trust | Embeded Warrant | August 2022 Exchange Transaction | |||
Debt Instrument [Line Items] | |||
Warrants fair value | 3,800 | ||
Convertible Notes | 2.50% Convertible Notes due 2023 | |||
Debt Instrument [Line Items] | |||
Outstanding principal | $ 56,595 | $ 120,500 | |
Fair value | 51,900 | $ 89,400 | |
Senior Notes | Five Point Zero Percent Secured Promissory Note | Jack W. Schuler Living Trust | August 2022 Exchange Transaction | |||
Debt Instrument [Line Items] | |||
Outstanding principal | $ 34,934 | ||
Senior Notes | Five Point Zero Percent Secured Promissory Note | Level 3 | Jack W. Schuler Living Trust | |||
Debt Instrument [Line Items] | |||
Fair value | 16,000 | ||
Senior Notes | Five Point Zero Percent Secured Promissory Note | Level 3 | Jack W. Schuler Living Trust | August 2022 Exchange Transaction | |||
Debt Instrument [Line Items] | |||
Fair value | $ 16,000 |
INVESTMENTS - Schedule of Avail
INVESTMENTS - Schedule of Available-for-sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Investment [Line Items] | ||
Amortized Cost | $ 9,757 | $ 22,894 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (29) | (15) |
Fair Value | 9,728 | 22,879 |
Certificates of deposit | ||
Investment [Line Items] | ||
Amortized Cost | 2,548 | 1,351 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (7) | 0 |
Fair Value | 2,541 | 1,351 |
US Treasury securities | ||
Investment [Line Items] | ||
Amortized Cost | 3,015 | 250 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (6) | 0 |
Fair Value | 3,009 | 250 |
Commercial paper | ||
Investment [Line Items] | ||
Amortized Cost | 425 | 8,048 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1) | (2) |
Fair Value | 424 | 8,046 |
Corporate notes and bonds | ||
Investment [Line Items] | ||
Amortized Cost | 3,769 | 13,245 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (15) | (13) |
Fair Value | $ 3,754 | $ 13,232 |
INVESTMENTS - Schedule of Ava_2
INVESTMENTS - Schedule of Available-For-Sale Investment Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due in less than 1 year | $ 9,757 | $ 22,663 |
Due in 1-5 years | 0 | 231 |
Amortized Cost | 9,757 | 22,894 |
Fair Value | ||
Due in less than 1 year | 9,728 | 22,649 |
Due in 1-5 years | 0 | 230 |
Total | $ 9,728 | $ 22,879 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Securities, Available-for-sale [Line Items] | |||
Proceeds from sales of marketable securities | $ 0 | $ 250,000 | $ 0 |
Realized gains or losses from sales of marketable securities | 0 | 0 | 0 |
Unrealized losses on debt securities available-for-sale | 0 | 0 | 0 |
Total equity investments | 900,000 | 800,000 | |
Realized gains or losses from equity securities | 0 | 0 | 0 |
Debt securities available-for-sale | |||
Debt Securities, Available-for-sale [Line Items] | |||
Reclassified from accumulated OCI | $ 0 | $ 0 | $ 0 |
INVESTMENTS - Unrealized Losses
INVESTMENTS - Unrealized Losses or Gains on Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |||
Unrealized loss on equity investments | $ (211) | $ 0 | $ 0 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 1,827,000 | $ 1,343,000 | |
Work in process | 2,115,000 | 1,625,000 | |
Finished goods | 1,252,000 | 2,099,000 | |
Inventory | 5,194,000 | 5,067,000 | |
Inventory provisions | 4,500,000 | ||
Inventory write-down | $ 0 | $ 4,500,000 | $ 0 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and Equipment at Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 14,299 | $ 16,188 |
Accumulated depreciation | (10,821) | (10,799) |
Net property and equipment | 3,478 | 5,389 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,551 | 3,181 |
Technical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,236 | 3,285 |
Facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,663 | 3,675 |
Instruments | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,735 | 5,364 |
Capital projects in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 114 | $ 683 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 1.7 | $ 2 | $ 2.4 |
PROPERTY AND EQUIPMENT - Instru
PROPERTY AND EQUIPMENT - Instruments at Cost and Accumulated Depreciation, Lessor (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Instruments at cost under operating leases | $ 2,585 | $ 3,110 |
Accumulated depreciation under operating leases | (1,209) | (1,165) |
Net property and equipment under operating leases | $ 1,376 | $ 1,945 |
DEFERRED REVENUE AND REMAININ_3
DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 547 | $ 451 | |
Revenues recognized included in contract liabilities balances | 400 | 300 | $ 200 |
Revenue expected to be recognized from remaining performance obligations | $ 8,100 | ||
Contact period | These agreements have between two and four year terms and revenue is recognized as product is shipped, typically on a straight-line basis. The remaining balance relates to executed service contracts that begin as warranty periods expire. These service contracts typically provide for four-year terms and revenue is recognized on a straight-line basis. | ||
Products and services not yet delivered | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 547 | $ 451 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-term Debt (Details) - Other Loans - various interest - Other Loans - various interest - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 0 | $ 80 |
Current portion of long-term debt | 0 | 80 |
Long-term debt | $ 0 | $ 0 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||
Aug. 14, 2021 USD ($) payment | Jul. 31, 2021 USD ($) | Nov. 14, 2020 USD ($) payment | Sep. 30, 2020 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 30, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Gain on extinguishment of debt | $ 3,565,000 | $ 9,793,000 | $ 0 | |||||
PPP loan | Unsecured Obligations | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 4,800,000 | |||||||
Debt term | 5 years | |||||||
Number of monthly payments | payment | 45 | 18 | ||||||
Monthly payment | $ 100,000 | $ 300,000 | ||||||
Interest rate | 1% | |||||||
Full loan forgiveness | $ 4,800,000 | |||||||
Gain on extinguishment of debt | $ 4,800,000 |
CONVERTIBLE NOTES - Narrative (
CONVERTIBLE NOTES - Narrative (Details) | 12 Months Ended | |||||||||
Aug. 15, 2022 USD ($) $ / shares | Mar. 21, 2022 USD ($) | Apr. 04, 2018 USD ($) | Apr. 04, 2018 USD ($) | Mar. 27, 2018 USD ($) day | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Mar. 24, 2023 shares | Mar. 13, 2023 | |
Debt Instrument [Line Items] | ||||||||||
Proceeds from debt | $ 0 | $ 0 | $ 5,578,000 | |||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 49,624,000 | 0 | 0 | |||||||
Gain on extinguishment of debt | 3,565,000 | 9,793,000 | $ 0 | |||||||
Capital contribution from related-party in connection with exchange transaction | 29,847,000 | |||||||||
August 2022 Exchange Transaction | Jack W. Schuler Living Trust | Embeded Warrant | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants fair value | $ 3,800,000 | |||||||||
August 2022 Exchange Transaction | Jack W. Schuler Living Trust | Level 3 | Embeded Warrant | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants fair value | 3,800,000 | |||||||||
Prepaid Forward | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Funded prepaid forward | $ 45,100,000 | |||||||||
Stock underlying the prepaid forward (in shares) | shares | 1,858,500 | |||||||||
Prepaid Forward | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares prepaid (in shares) | shares | 1,858,500 | |||||||||
Forbearance Agreement | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of outstanding debt holding | 85% | |||||||||
Convertible Notes | 2.50% Convertible Notes due 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 150,000,000 | |||||||||
Interest rate | 2.50% | |||||||||
Over-allotment option, term | 13 days | |||||||||
Over-allotment option | $ 22,500,000 | |||||||||
Additional proceeds | $ 21,500,000 | |||||||||
Proceeds from debt | $ 171,500,000 | |||||||||
Contractual term | 5 years | |||||||||
Effective interest rate | 3.20% | |||||||||
Repurchase principal balance, percent | 100% | |||||||||
Total debt | $ 56,413,000 | 107,984,000 | ||||||||
Fair value | 51,900,000 | 89,400,000 | ||||||||
Convertible Notes | 2.50% Convertible Notes due 2023 | 2021 Exchange Transaction | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount exchanged | $ 51,000,000 | |||||||||
Shares issued ( in shares) | shares | 6,602,974 | |||||||||
Notes exchanged | $ 44,700,000 | |||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 38,900,000 | |||||||||
Reacquisition costs | 900,000 | |||||||||
Gain on extinguishment of debt | $ 4,900,000 | |||||||||
Convertible Notes | 2.50% Convertible Notes due 2023 | March 2022 Exchange Transaction | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount exchanged | $ 14,000,000 | |||||||||
Shares issued ( in shares) | shares | 10,798,482 | |||||||||
Notes exchanged | $ 14,000,000 | |||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | $ 10,200,000 | 10,800,000 | ||||||||
Reacquisition costs | 200,000 | |||||||||
Gain on extinguishment of debt | $ 3,600,000 | |||||||||
Convertible Notes | 2.50% Convertible Notes due 2023 | August 2022 Exchange Transaction | Jack W. Schuler Living Trust | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 49,900,000 | |||||||||
Convertible Notes | 2.50% Convertible Notes due 2023 | Option one to convert | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock price conversion threshold, percentage | 130% | |||||||||
Consecutive trading days | day | 20 | |||||||||
Threshold trading days | day | 30 | |||||||||
Convertible Notes | 2.50% Convertible Notes due 2023 | Option two to convert | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consecutive trading days | day | 5 | |||||||||
Threshold trading days | day | 5 | |||||||||
Trading price threshold, percentage | 98% | |||||||||
Senior Notes | Five Point Zero Percent Secured Promissory Note | Jack W. Schuler Living Trust | Level 3 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fair value | $ 16,000,000 | |||||||||
Senior Notes | Five Point Zero Percent Secured Promissory Note | August 2022 Exchange Transaction | Jack W. Schuler Living Trust | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5% | |||||||||
Effective interest rate | 24.60% | |||||||||
Total debt | $ 16,858,000 | |||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | $ 34,900,000 | |||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 2.12 | |||||||||
Senior Notes | Five Point Zero Percent Secured Promissory Note | August 2022 Exchange Transaction | Jack W. Schuler Living Trust | Level 3 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fair value | $ 16,000,000 | |||||||||
Secured Debt | Five Point Zero Percent Secured Promissory Note | August 2022 Exchange Transaction | Jack W. Schuler Living Trust | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 49,600,000 | |||||||||
Capital contribution from related-party in connection with exchange transaction | $ 29,800,000 |
CONVERTIBLE NOTES - Schedule of
CONVERTIBLE NOTES - Schedule of Carrying Value of Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-Term Debt, by Current and Noncurrent [Abstract] | ||
Current portion of convertible notes | $ 56,413 | $ 0 |
Non-current portion of convertible notes | 0 | 107,984 |
Convertible Notes | 2.50% Convertible Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 56,595 | 120,500 |
Unamortized debt issuance | (182) | (729) |
Unamortized debt discount | 0 | (11,787) |
Total debt | 56,413 | 107,984 |
Long-Term Debt, by Current and Noncurrent [Abstract] | ||
Current portion of convertible notes | 56,413 | 0 |
Non-current portion of convertible notes | 0 | 107,984 |
Total convertible notes | $ 56,413 | $ 107,984 |
CONVERTIBLE NOTES - Schedule _2
CONVERTIBLE NOTES - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Contractual coupon interest | $ 1,794 | $ 3,934 | $ 4,288 |
Amortization of the debt discount | 0 | 10,869 | 10,518 |
Amortization of debt issuance costs | 474 | 672 | 651 |
Total interest expense on convertible notes | $ 2,268 | $ 15,475 | $ 15,457 |
CONVERTIBLE NOTES - Gain on Ext
CONVERTIBLE NOTES - Gain on Extinguishment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Gain on extinguishment of debt | $ 3,565 | $ 9,793 | $ 0 |
Exchange Agreement | 2.50% Convertible Notes due 2023 | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Gain on extinguishment of debt | $ 3,565 | $ 4,916 | $ 0 |
LONG-TERM DEBT RELATED-PARTY -
LONG-TERM DEBT RELATED-PARTY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Aug. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 27, 2018 | |
Debt Instrument [Line Items] | |||||
Principal amount | $ 49,624 | $ 0 | $ 0 | ||
Accrued interest, related-party | 663 | 0 | |||
2.50% Convertible Notes due 2023 | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.50% | ||||
Fair value | 51,900 | 89,400 | |||
Unamortized debt discount | 0 | 11,787 | |||
Effective interest rate | 3.20% | ||||
Total debt | 56,413 | $ 107,984 | |||
Five Point Zero Percent Secured Promissory Note | Senior Notes | Jack W. Schuler Living Trust | Level 3 | |||||
Debt Instrument [Line Items] | |||||
Fair value | $ 16,000 | ||||
August 2022 Exchange Transaction | |||||
Debt Instrument [Line Items] | |||||
Maximum shares issuable to aggregate outstanding shares, percent | 19.99% | ||||
August 2022 Exchange Transaction | 2.50% Convertible Notes due 2023 | Convertible Notes | Jack W. Schuler Living Trust | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 49,900 | ||||
August 2022 Exchange Transaction | Five Point Zero Percent Secured Promissory Note | Senior Notes | Jack W. Schuler Living Trust | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 34,900 | ||||
Initial conversion price (in dollars per share) | $ 2.12 | ||||
Interest rate | 5% | ||||
Unamortized debt discount | $ 18,900 | ||||
Effective interest rate | 24.60% | ||||
Total debt | $ 16,858 | ||||
Accrued interest, related-party | 700 | ||||
Expected first and final interest payment | $ 9,900 | ||||
August 2022 Exchange Transaction | Five Point Zero Percent Secured Promissory Note | Senior Notes | Jack W. Schuler Living Trust | Level 3 | |||||
Debt Instrument [Line Items] | |||||
Fair value | $ 16,000 |
LONG-TERM DEBT RELATED-PARTY _2
LONG-TERM DEBT RELATED-PARTY - Significant Assumptions and Inputs Used to Estimate the Fair Value of the Secured Note (Details) - Five Point Zero Percent Secured Promissory Note - Senior Notes - Jack W. Schuler Living Trust - August 2022 Exchange Transaction | Aug. 15, 2022 year $ / shares |
Stock price | |
Debt Instrument [Line Items] | |
Secured notes, measurement input | $ / shares | 2.68 |
Term (years) | |
Debt Instrument [Line Items] | |
Secured notes, measurement input | year | 5 |
Volatility | |
Debt Instrument [Line Items] | |
Secured notes, measurement input | 0.8430 |
Risk-free rate | |
Debt Instrument [Line Items] | |
Secured notes, measurement input | 0.0291 |
LONG-TERM DEBT RELATED-PARTY _3
LONG-TERM DEBT RELATED-PARTY - Carrying Value of the Secured Notes (Details) - Five Point Zero Percent Secured Promissory Note - Senior Notes - August 2022 Exchange Transaction - Jack W. Schuler Living Trust $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Outstanding principal | $ 34,934 |
Unamortized debt issuance discount | (18,076) |
Total debt | $ 16,858 |
LONG-TERM DEBT RELATED-PARTY _4
LONG-TERM DEBT RELATED-PARTY - Interest Expense in Connection with the Secured Note (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Contractual interest | $ 1,794 | $ 3,934 | $ 4,288 |
Amortization of the debt discount | 0 | 10,869 | 10,518 |
Total interest expense on convertible notes | 2,268 | $ 15,475 | $ 15,457 |
Jack W. Schuler Living Trust | August 2022 Exchange Transaction | Five Point Zero Percent Secured Promissory Note | Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest | 663 | ||
Amortization of the debt discount | 834 | ||
Total interest expense on convertible notes | $ 1,497 |
LONG-TERM DEBT RELATED-PARTY _5
LONG-TERM DEBT RELATED-PARTY - Long-Term Debt, Maturity, Future Principal and Accrued Interest Obligation (Details) - August 2022 Exchange Transaction - Five Point Zero Percent Secured Promissory Note - Senior Notes - Jack W. Schuler Living Trust $ in Thousands | Dec. 31, 2022 USD ($) |
Principal | |
2023 | $ 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 34,934 |
Thereafter | 0 |
Total debt | 34,934 |
Accrued Interest | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 663 |
Thereafter | 0 |
Total | 663 |
Total | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 35,597 |
Thereafter | 0 |
Total | $ 35,597 |
LONG-TERM DEBT RELATED-PARTY _6
LONG-TERM DEBT RELATED-PARTY - Summary of Warrants Inputs Used to Calculate Estimated Fair Value (Details) - Embeded Warrant - Jack W. Schuler Living Trust $ in Millions | Aug. 15, 2022 USD ($) shares | Dec. 31, 2022 year $ / shares |
August 2022 Exchange Transaction | ||
Class of Warrant or Right [Line Items] | ||
Warrants or options issued (in shares) | shares | 2,471,710 | |
Warrants fair value | $ | $ 3.8 | |
August 2022 Exchange Transaction | Level 3 | ||
Class of Warrant or Right [Line Items] | ||
Warrants fair value | $ | $ 3.8 | |
Stock price | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued, measurement input | $ / shares | 2.12 | |
Exercise price | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued, measurement input | $ / shares | 2.12 | |
Term (years) | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued, measurement input | year | 7 | |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued, measurement input | 0.7610 | |
Expected dividends | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued, measurement input | 0 | |
Risk-free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued, measurement input | 0.0286 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Aug. 15, 2022 $ / shares | Dec. 31, 2022 USD ($) instrument shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 shares | Mar. 24, 2023 shares | Mar. 24, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive common stock instruments outstanding (shares) | 12,236,000 | 9,283,000 | 8,571,000 | |||
August 2022 Exchange Transaction | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Maximum shares issuable to aggregate outstanding shares, percent | 19.99% | |||||
Jack W. Schuler Living Trust | August 2022 Exchange Transaction | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Debt instrument, convertible, number of accrued interest | instrument | 312,812 | |||||
September 2021 Securities Purchase Agreement | Affiliated Entity | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Common stock issuable upon conversion of the Series A Preferred Stock (in shares) | 3,954,546 | |||||
Series A Preferred Stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Conversion ratio ( in shares) | 1 | |||||
Sale or merger trigger conversion ratio ( in shares) | 1 | |||||
Series A Preferred Stock | September 2021 Securities Purchase Agreement | Affiliated Entity | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Common stock issuable upon conversion of the Series A Preferred Stock (in shares) | 3,954,546 | |||||
Series A Preferred Stock | March 2022 Securities Purchase Agreement | Affiliated Entity | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Agreement to purchase shares (in shares) | 2,439,024 | |||||
Prepaid Forward | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Stock underlying the prepaid forward (in shares) | 1,858,500 | |||||
Prepaid Forward | Subsequent Event | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Number of shares prepaid (in shares) | 1,858,500 | |||||
Convertible Notes | 2.50% Convertible Notes due 2023 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total debt | $ | $ 56,413 | $ 107,984 | ||||
Senior Notes | Five Point Zero Percent Secured Promissory Note | Jack W. Schuler Living Trust | August 2022 Exchange Transaction | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total debt | $ | $ 16,858 | |||||
Initial conversion price (in dollars per share) | $ / shares | $ 2.12 | |||||
Debt instrument, convertible, number of equity instruments | instrument | 16,478,066 | |||||
Shares issuable upon the release of restricted stock units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive common stock instruments outstanding (shares) | 4,355,000 | 2,090,000 | 526,000 | |||
Shares issuable upon exercise of stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive common stock instruments outstanding (shares) | 5,409,000 | 7,193,000 | 8,045,000 | |||
Shares issuable upon the exercise of the Warrant | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive common stock instruments outstanding (shares) | 2,472,000 | 0 | 0 |
EMPLOYEE EQUITY-BASED COMPENS_3
EMPLOYEE EQUITY-BASED COMPENSATION - 2022 Omnibus Equity Incentive Plan (Details) | 12 Months Ended | |||
May 12, 2022 shares | Dec. 31, 2022 plan shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of equity based compensation plans | plan | 1 | |||
Options available (in shares) | 16,958,205 | |||
Outstanding (in shares) | 5,408,661 | 7,192,540 | 8,045,461 | |
2012 Omnibus Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options available (in shares) | 11,458,205 | |||
2022 Omnibus Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Additional shares authorized (in shares) | 5,500,000 | |||
Total reserved shares (in shares) | 16,703,198 | |||
2022 Omnibus Equity Incentive Plan | Stock options and RSU's | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options available (in shares) | 6,939,117 | |||
Outstanding (in shares) | 9,764,081 | |||
2022 Omnibus Equity Incentive Plan | Stock Options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
2022 Omnibus Equity Incentive Plan | RSU's | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
2022 Omnibus Equity Incentive Plan | RSU's | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years |
EMPLOYEE EQUITY-BASED COMPENS_4
EMPLOYEE EQUITY-BASED COMPENSATION - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Outstanding, beginning balance (in shares) | 7,192,540 | 8,045,461 | |
Granted (in shares) | 140,000 | 489,804 | |
Forfeited (in shares) | (208,569) | (370,106) | |
Exercised (in shares) | (6,105) | (426,762) | |
Expired (in shares) | (1,709,205) | (545,857) | |
Outstanding, ending balance (in shares) | 5,408,661 | 7,192,540 | 8,045,461 |
Exercisable, ending balance (in shares) | 4,263,496 | ||
Weighted Average Exercise Price per Share | |||
Outstanding, beginning balance (in dollars per share) | $ 13.89 | $ 14.18 | |
Granted (in dollars per share) | 3.05 | 7.09 | |
Forfeited (in dollars per share) | 12.58 | 14.04 | |
Exercised (in dollars per share) | 1.04 | 3.79 | |
Expired (in dollars per share) | 10.96 | 19.85 | |
Outstanding, ending balance (in dollars per share) | 14.60 | $ 13.89 | $ 14.18 |
Exercisable, ending balance ( in dollars per share) | $ 15.39 | ||
Intrinsic value of options exercised | $ 0 | $ 3.3 | $ 23.5 |
Fair value of shares vesting | $ 7.2 | $ 11.1 | $ 9 |
EMPLOYEE EQUITY-BASED COMPENS_5
EMPLOYEE EQUITY-BASED COMPENSATION - Black-Scholes Assumptions for Option Granted (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Expected term (in years) | 6 years 3 months 18 days | 5 years 9 months 14 days | 5 years 11 months 8 days |
Volatility | 66% | 65% | 58% |
Expected dividends | $ 0 | $ 0 | $ 0 |
Risk free interest rates | 2.10% | 1.10% | 0.60% |
Estimated forfeitures | 0% | 0% | 0% |
Weighted average fair value ( in dollars per share) | $ 1.88 | $ 4.09 | $ 4.49 |
EMPLOYEE EQUITY-BASED COMPENS_6
EMPLOYEE EQUITY-BASED COMPENSATION - Stock Option Supplemental Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 0.71 | $ 7.68 |
Options Outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options (in shares) | 5,408,661 | |
Weighted average remaining contractual term (in years) | 5 years 3 months | |
Weighted average exercise price (in dollars per share) | $ 14.60 | |
Weighted average fair value (in dollars per share) | $ 9.08 | |
Aggregate intrinsic value (in millions) | $ 0 | |
Options Exercisable | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options (in shares) | 4,263,496 | |
Weighted average remaining contractual term (in years) | 4 years 9 months 25 days | |
Weighted average exercise price (in dollars per share) | $ 15.39 | |
Weighted average fair value (in dollars per share) | $ 9.46 | |
Aggregate intrinsic value (in millions) | $ 0 |
EMPLOYEE EQUITY-BASED COMPENS_7
EMPLOYEE EQUITY-BASED COMPENSATION - RSU and SG Activity (Details) - Stock options and RSU's - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Beginning balance (in shares) | 2,090,182 | 526,414 | |
Granted (in shares) | 4,227,921 | 2,704,948 | |
Forfeited (in shares) | (662,038) | (479,472) | |
Vested/Released (in shares) | (1,300,645) | (661,708) | |
Ending balance (in shares) | 4,355,420 | 2,090,182 | 526,414 |
Weighted Average Grant Date Fair Value per Share | |||
Beginning balance (in dollars per share) | $ 10.77 | $ 11.17 | |
Granted (in dollars per share) | 1.53 | 11.23 | $ 11.44 |
Forfeited (in dollars per share) | 8.28 | 11.01 | |
Vested/released (in dollars per share) | 3.70 | 12.23 | |
Ending balance (in dollars per share) | $ 4.29 | $ 10.77 | $ 11.17 |
EMPLOYEE EQUITY-BASED COMPENS_8
EMPLOYEE EQUITY-BASED COMPENSATION - Weighted Average Fair Value of RSU's and SG's Awarded (Details) - Stock options and RSU's - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of units released | $ 4.8 | $ 8.1 | $ 2.7 |
Weighted average fair value (in dollars per share) | $ 1.53 | $ 11.23 | $ 11.44 |
EMPLOYEE EQUITY-BASED COMPENS_9
EMPLOYEE EQUITY-BASED COMPENSATION - Equity-Based Compensation Expense and Tax Benefit and Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 10,625 | $ 22,047 | $ 16,464 | |
Recognized tax benefit | 0 | $ 0 | $ 0 | |
Unrecognized equity-based compensation cost | $ 1,700 | |||
Outstanding (in shares) | 5,408,661 | 7,192,540 | 8,045,461 | |
RSU's | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized equity-based compensation cost | $ 5,700 | |||
Performance-based stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 0 | $ 230 | $ 215 | |
Contractual life | 10 years | |||
Outstanding (in shares) | 0 | |||
Performance-based stock options | 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 225,000 | |||
Forfeited (in shares) | 150,000 | |||
Expired (in shares) | (75,000) | |||
Outstanding (in shares) | 0 | |||
Vested (in shares) | (75,000) | |||
Performance-based stock options | 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 105,000 | |||
Exercisable (in shares) | 90,000 | |||
Forfeited (in shares) | 15,000 | |||
Expired (in shares) | (90,000) | |||
Outstanding (in shares) | 0 | |||
Vested (in shares) | (45,000) | |||
Performance-based stock options | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Expected term of award | 5 years | |||
Performance-based stock options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Expected term of award | 7 years | |||
Performance-based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 0 | $ 818 | $ 810 | |
Contractual life | 10 years | |||
Performance-based RSUs | 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 364,338 | |||
Forfeited (in shares) | 165,974 | 9,369 | 23,995 | |
Outstanding (in shares) | 0 | |||
Vested (in shares) | (84,000) | (81,000) | ||
Performance-based RSUs | 2022 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 233,472 | |||
Forfeited (in shares) | 8,507 | 121,666 | ||
Outstanding (in shares) | 103,299 | |||
Vested (in shares) | 0 | |||
Performance-based RSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Performance-based RSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Cost of Sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 665 | $ 325 | $ 351 | |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 1,419 | 4,102 | 4,035 | |
Sales, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 8,541 | 17,620 | 12,078 | |
Cost capitalized to inventory | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 254 | $ 401 | $ 253 |
INCOME TAXES - Components of th
INCOME TAXES - Components of the Pretax Loss From Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. Domestic | $ (54,099) | $ (68,131) | $ (66,482) |
Foreign | (8,471) | (9,526) | (11,721) |
Net loss before income taxes | $ (62,570) | $ (77,657) | $ (78,203) |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | (19) | (18) | (1) |
Foreign | 96 | (27) | (4) |
Total benefit (provision) | 77 | (45) | (5) |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total deferred provision | 0 | 0 | 0 |
Total benefit (provision) | $ 77 | $ (45) | $ (5) |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Taxes Components (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 94,003 | $ 93,056 |
General business credit | 17,293 | 16,364 |
Stock options | 12,809 | 14,851 |
Intangible assets, definite-lived | 7,239 | 8,047 |
Section 174 research & development | 4,840 | 0 |
Inventory | 2,145 | 1,790 |
Operating lease liability | 568 | 734 |
Property & equipment | 137 | 284 |
Other | 310 | 339 |
Total deferred tax assets | 139,344 | 135,465 |
Valuation allowance | (138,710) | (131,839) |
Deferred tax assets | 634 | 3,626 |
Deferred tax liabilities: | ||
Debt amortization | (24) | (2,933) |
Right of use asset | (527) | (693) |
Finance lease liability | (83) | 0 |
Total deferred tax liabilities | (634) | (3,626) |
Net deferred taxes | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Aug. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||||||
Valuation allowance | $ 138,710 | $ 131,839 | |||||
Initial deferred tax liability related to 2018 convertible debt | 24 | 2,933 | |||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 49,624 | 0 | $ 0 | ||||
Capital contribution from related-party in connection with exchange transaction | 29,847 | ||||||
Unrecognized tax benefits | 13,596 | 7,556 | $ 4,866 | $ 3,712 | |||
Uncertain tax positions that would impact the effective tax rate | 100 | ||||||
August 2022 Exchange Transaction | Jack W. Schuler Living Trust | Embeded Warrant | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Warrants fair value | $ 3,800 | ||||||
August 2022 Exchange Transaction | Jack W. Schuler Living Trust | Embeded Warrant | Level 3 | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Warrants fair value | 3,800 | ||||||
Cumulative impact of accounting change | Accounting Standards Update 2020-06 | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Initial deferred tax liability related to 2018 convertible debt | $ (3,000) | ||||||
Total convertible notes | $ 11,500 | ||||||
Convertible Notes | 2.50% Convertible Notes due 2023 | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Total convertible notes | 56,413 | $ 107,984 | |||||
Convertible Notes | August 2022 Exchange Transaction | 2.50% Convertible Notes due 2023 | Jack W. Schuler Living Trust | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 49,900 | ||||||
PPP Loan | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Initial deferred tax liability related to 2018 convertible debt | $ 14,000 | ||||||
Senior Notes | August 2022 Exchange Transaction | Five Point Zero Percent Secured Promissory Note | Jack W. Schuler Living Trust | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 34,900 | ||||||
Secured Debt | August 2022 Exchange Transaction | Five Point Zero Percent Secured Promissory Note | Jack W. Schuler Living Trust | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 49,600 | ||||||
Capital contribution from related-party in connection with exchange transaction | $ 29,800 | ||||||
Federal | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating loss carryforwards | 383,700 | ||||||
Operating loss carryforwards, subject to expiration | 169,800 | ||||||
Operating loss carryforwards, not subject to expiration | 213,900 | ||||||
Federal | R&D tax credits | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Tax credits | 14,500 | ||||||
State | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating loss carryforwards | 369,600 | ||||||
State | R&D tax credits | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Tax credits | $ 12,400 |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | (21.00%) | (21.00%) | (21.00%) |
State taxes, net of federal tax benefit | (2.55%) | (4.26%) | (4.95%) |
Permanent and other differences | 1.74% | (9.01%) | 2.35% |
Loan forgiveness | 0% | (1.31%) | 0% |
Change in tax rates | 0.26% | 0.02% | (0.05%) |
Tax rate differential | (0.52%) | 2.30% | 3.09% |
Unrecognized tax benefits | 1.01% | 2.64% | 1.34% |
Nondeductible equity and other compensation | 5.44% | 1.72% | (3.38%) |
Credit for increased research activities | (2.80%) | (6.19%) | (6.29%) |
Change in valuation allowance | 18.30% | 35.15% | 28.89% |
Effective tax rate | (0.12%) | 0.06% | 0% |
INCOME TAXES - Uncertain Tax Po
INCOME TAXES - Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Uncertain Tax Positions | |||
Balance at beginning of year | $ 7,556 | $ 4,866 | $ 3,712 |
Increases for prior positions | 380 | 2,359 | 0 |
Increases for current year positions | 5,660 | 1,746 | 1,154 |
Decreases due to settlements | 0 | (1,415) | 0 |
Other increases | 0 | 0 | 0 |
Balance at end of year | $ 13,596 | $ 7,556 | $ 4,866 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Apr. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Total commitment | $ 11.9 |
LEASES - Assets and Liabilities
LEASES - Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in lease liabilities | |||
Operating cash flows from operating leases | $ 850 | $ 680 | |
Payments on finance leases | 1,201 | 0 | $ 0 |
ROU assets obtained in exchange for lease obligations | |||
Operating leases | 0 | 0 | |
Finance leases | 3,096 | 0 | $ 0 |
Lease Cost | |||
Operating leases | 1,114 | 1,095 | |
Finance leases | 673 | 0 | |
Short-term leases | $ 82 | $ 80 | |
Weighted average remaining lease term (years) | 2 years 7 months 6 days | ||
Weighted average discount rate (%) | 7.10% | ||
Weighted average remaining lease term finance leases (years) | 2 years 2 months 12 days | ||
Weighted average discount rate finance leases (%) | 6.20% |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating | |
2023 | $ 968 |
2024 | 1,055 |
2025 | 585 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 2,608 |
Less imputed interest | (234) |
Lessee lease liabilities | 2,374 |
Finance | |
2023 | 992 |
2024 | 976 |
2025 | 193 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 2,161 |
Less imputed interest | (266) |
Finance lease liability | $ 1,895 |
LEASES - Sales-type Lease Recei
LEASES - Sales-type Lease Receivable Maturity (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
Total net investment in leases | $ 2,700 |
2023 | 1,429 |
2024 | 824 |
2025 | 266 |
2026 | 123 |
2027 | 41 |
Thereafter | 0 |
Lease payments to be received | $ 2,683 |
GEOGRAPHIC AND REVENUE DISAGG_3
GEOGRAPHIC AND REVENUE DISAGGREGATION - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 1 | ||
Concentration Risk [Line Items] | |||
Trade accounts receivable, net | $ 2,416 | $ 2,320 | |
Lease income | $ 1,400 | $ 1,900 | $ 3,600 |
Geographic Concentration | Outside the U.S. | Total Revenue | |||
Concentration Risk [Line Items] | |||
Risk concentration | 14% | 14% | 8% |
Geographic Concentration | Outside the U.S. | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Trade accounts receivable, net | $ 600 | $ 700 |
GEOGRAPHIC AND REVENUE DISAGG_4
GEOGRAPHIC AND REVENUE DISAGGREGATION - Long-lived Assets and Total Net Revenue by Geographic Territory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Geographic Areas, Long-Lived Assets [Abstract] | ||
Long-lived assets | $ 3,478 | $ 5,389 |
Long-lived assets | Geographic Concentration | ||
Geographic Areas, Long-Lived Assets [Abstract] | ||
Long-lived assets | 3,478 | 5,389 |
Long-lived assets | Geographic Concentration | Domestic | ||
Geographic Areas, Long-Lived Assets [Abstract] | ||
Long-lived assets | 3,120 | 5,014 |
Long-lived assets | Geographic Concentration | Foreign | ||
Geographic Areas, Long-Lived Assets [Abstract] | ||
Long-lived assets | $ 358 | $ 375 |
GEOGRAPHIC AND REVENUE DISAGG_5
GEOGRAPHIC AND REVENUE DISAGGREGATION - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 2,973 | $ 2,960 | $ 3,861 | $ 2,958 | $ 3,344 | $ 3,122 | $ 2,798 | $ 2,518 | $ 12,752 | $ 11,782 | $ 11,165 |
Accelerate Pheno revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 12,598 | 11,628 | 11,025 | ||||||||
Other revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 154 | 154 | 140 | ||||||||
Products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 11,107 | 10,430 | 10,336 | ||||||||
Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 1,645 | 1,352 | 829 | ||||||||
Domestic | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 10,921 | 10,121 | 10,305 | ||||||||
Foreign | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 1,831 | $ 1,661 | $ 860 |
SUPPLEMENTAL DATA (UNAUDITED)_2
SUPPLEMENTAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 2,973 | $ 2,960 | $ 3,861 | $ 2,958 | $ 3,344 | $ 3,122 | $ 2,798 | $ 2,518 | $ 12,752 | $ 11,782 | $ 11,165 |
Gross (loss) profit | 842 | 579 | 1,080 | 802 | (3,317) | 986 | 1,053 | 897 | 3,303 | (381) | 4,459 |
Loss from operations | (13,960) | (14,961) | (17,989) | (15,895) | (19,411) | (14,532) | (17,590) | (20,027) | (62,805) | (71,560) | (63,700) |
Net loss | $ (14,609) | $ (15,896) | $ (18,523) | $ (13,465) | $ (22,803) | $ (8,986) | $ (21,674) | $ (24,239) | $ (62,493) | $ (77,702) | $ (78,208) |
Basic net loss per share (in dollars per share) | $ (0.14) | $ (0.18) | $ (0.24) | $ (0.20) | $ (0.34) | $ (0.15) | $ (0.36) | $ (0.41) | $ (0.76) | $ (1.26) | $ (1.40) |
Diluted net loss per share ( in dollars per share) | $ (0.14) | $ (0.18) | $ (0.24) | $ (0.20) | $ (0.34) | $ (0.15) | $ (0.36) | $ (0.41) | $ (0.76) | $ (1.26) | $ (1.40) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||||
Aug. 15, 2022 | Oct. 29, 2021 | Sep. 30, 2021 | Sep. 22, 2021 | Sep. 30, 2021 | Apr. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 24, 2022 | Sep. 17, 2021 | Dec. 31, 2019 | Mar. 31, 2018 | Mar. 27, 2018 | |
Related Party Transaction [Line Items] | ||||||||||||||
Share price (in dollars per share) | $ 0.71 | $ 7.68 | ||||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | $ 49,624,000 | $ 0 | $ 0 | |||||||||||
Proceeds from issuance of common and preferred shares, net | 32,872,000 | 42,880,000 | $ 359,000 | |||||||||||
Capital contribution from related-party in connection with exchange transaction | $ 29,847,000 | |||||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Aggregate principal amount | $ 150,000,000 | |||||||||||||
September 2021 Securities Purchase Agreement | Series A Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Sale of stock (in shares) | 1,318,182 | |||||||||||||
Affiliated Entity | Convertible Note Purchases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued ( in shares) | 5,428,699 | |||||||||||||
Share price (in dollars per share) | $ 5.81 | |||||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 31,500,000 | |||||||||||||
Affiliated Entity | Convertible Note Purchases | Foundation | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Aggregate principal amount | $ 42,000,000 | $ 12,000,000 | $ 30,000,000 | |||||||||||
Aggregate principal amount exchanged | $ 42,000,000 | |||||||||||||
Affiliated Entity | September 2021 Rescission Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Agreement to purchase shares (in shares) | 2,643,228 | |||||||||||||
Affiliated Entity | September 2021 Rescission Agreement | Series A Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Sale of stock (in shares) | 2,636,364 | |||||||||||||
Affiliated Entity | December 2020 Securities Purchase Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Sale of stock (in shares) | 201,820 | |||||||||||||
Proceeds from issuance of common and preferred shares, net | $ 500,000 | $ 21,300,000 | $ 1,500,000 | |||||||||||
Agreement to purchase shares (in shares) | 32,000,000 | |||||||||||||
Affiliated Entity | September 2021 Securities Purchase Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock issuable upon conversion of the Series A Preferred Stock (in shares) | 3,954,546 | |||||||||||||
Affiliated Entity | September 2021 Securities Purchase Agreement | Series A Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock issuable upon conversion of the Series A Preferred Stock (in shares) | 3,954,546 | |||||||||||||
Aggregate purchase price | $ 30,500,000 | |||||||||||||
Affiliated Entity | March 2022 Securities Purchase Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price (in dollars per share) | $ 1.64 | |||||||||||||
Affiliated Entity | March 2022 Securities Purchase Agreement | Series A Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Agreement to purchase shares (in shares) | 2,439,024 | |||||||||||||
Jack W. Schuler Living Trust | August 2022 Exchange Transaction | 2.50% Convertible Notes due 2023 | Convertible Notes | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | $ 49,900,000 | |||||||||||||
Jack W. Schuler Living Trust | August 2022 Exchange Transaction | Five Point Zero Percent Secured Promissory Note | Senior Notes | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 34,900,000 | |||||||||||||
Jack W. Schuler Living Trust | August 2022 Exchange Transaction | Five Point Zero Percent Secured Promissory Note | Secured Debt | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 49,600,000 | |||||||||||||
Capital contribution from related-party in connection with exchange transaction | $ 29,800,000 | |||||||||||||
Jack W. Schuler Living Trust | August 2022 Exchange Transaction | Extinguished Notes | Secured Debt | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Capital contribution from related-party in connection with exchange transaction | $ 29,800,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||||
Aug. 23, 2022 USD ($) $ / shares shares | Aug. 15, 2022 USD ($) $ / shares shares | Mar. 21, 2022 USD ($) | Oct. 29, 2021 shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 17, 2021 tranche shares | Sep. 30, 2021 tranche $ / shares shares | Apr. 09, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) payment tranche $ / shares shares | Mar. 24, 2022 USD ($) $ / shares shares | May 31, 2021 USD ($) | |
Class of Stock [Line Items] | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.71 | $ 7.68 | |||||||||||
Proceeds from issuance of common and preferred stock | $ 32,872,000 | $ 42,880,000 | $ 359,000 | ||||||||||
Preferred Stock, par value ( in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | $ 49,624,000 | $ 0 | $ 0 | ||||||||||
Capital contribution from related-party in connection with exchange transaction | 29,847,000 | ||||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | 2021 Exchange Transaction | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate principal amount exchanged | $ 51,000,000 | ||||||||||||
Shares issued ( in shares) | shares | 6,602,974 | ||||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | $ 38,900,000 | ||||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | March 2022 Exchange Transaction | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate principal amount exchanged | $ 14,000,000 | ||||||||||||
Shares issued ( in shares) | shares | 10,798,482 | ||||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | $ 10,200,000 | $ 10,800,000 | |||||||||||
Series A Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividend rate ( in dollars per share) | $ / shares | $ 0.25 | ||||||||||||
Conversion ratio ( in shares) | 1 | ||||||||||||
Jack W. Schuler Living Trust | August 2022 Exchange Transaction | Embeded Warrant | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants or options issued (in shares) | shares | 2,471,710 | ||||||||||||
Principal to exercise price ratio | 15% | ||||||||||||
Warrants fair value | $ 3,800,000 | ||||||||||||
Jack W. Schuler Living Trust | August 2022 Exchange Transaction | Embeded Warrant | Level 3 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants fair value | 3,800,000 | ||||||||||||
Jack W. Schuler Living Trust | 2.50% Convertible Notes due 2023 | Convertible Notes | August 2022 Exchange Transaction | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | 49,900,000 | ||||||||||||
Jack W. Schuler Living Trust | Five Point Zero Percent Secured Promissory Note | Senior Notes | August 2022 Exchange Transaction | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | $ 34,900,000 | ||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 2.12 | ||||||||||||
Jack W. Schuler Living Trust | Five Point Zero Percent Secured Promissory Note | Secured Debt | August 2022 Exchange Transaction | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Convertible notes due from related-party extinguished in connection with the exchange transaction, net of deferred issuance costs | $ 49,600,000 | ||||||||||||
Capital contribution from related-party in connection with exchange transaction | $ 29,800,000 | ||||||||||||
December 2020 Securities Purchase Agreement | Affiliated Entity | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Sale of stock (in shares) | shares | 201,820 | ||||||||||||
Agreement to purchase shares (in shares) | shares | 32,000,000 | ||||||||||||
Number of tranches | tranche | 3 | ||||||||||||
Proceeds from issuance of common and preferred stock | $ 500,000 | $ 21,300,000 | $ 1,500,000 | ||||||||||
September 2021 Rescission Agreement | Affiliated Entity | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Agreement to purchase shares (in shares) | shares | 2,643,228 | ||||||||||||
Number of tranches | tranche | 2 | ||||||||||||
September 2021 Rescission Agreement | Affiliated Entity | Series A Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Sale of stock (in shares) | shares | 2,636,364 | ||||||||||||
September 2021 Securities Purchase Agreement | Series A Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Sale of stock (in shares) | shares | 1,318,182 | ||||||||||||
Preferred Stock, par value ( in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
September 2021 Securities Purchase Agreement | Affiliated Entity | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of tranches | tranche | 2 | ||||||||||||
Common stock issuable upon conversion of the Series A Preferred Stock (in shares) | shares | 3,954,546 | ||||||||||||
September 2021 Securities Purchase Agreement | Affiliated Entity | Series A Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Agreement to purchase preferred shares (in shares) | shares | 3,954,546 | 3,954,546 | |||||||||||
Share price ( in dollars per share) | $ / shares | $ 7.70 | $ 7.70 | |||||||||||
Aggregate purchase price | $ 30,500,000 | ||||||||||||
Common stock issuable upon conversion of the Series A Preferred Stock (in shares) | shares | 3,954,546 | ||||||||||||
March 2022 Securities Purchase Agreement | Affiliated Entity | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate purchase price | $ 4,000,000 | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 1.64 | ||||||||||||
March 2022 Securities Purchase Agreement | Affiliated Entity | Series A Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Agreement to purchase shares (in shares) | shares | 2,439,024 | ||||||||||||
Certain Directors And Officers Or Affiliates | December 2020 Securities Purchase Agreement | Affiliated Entity | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Agreement to purchase shares (in shares) | shares | 4,166,663 | ||||||||||||
Non-affiliate related entities | payment | 3 | ||||||||||||
Jack W. Schuler Living Trust | December 2020 Securities Purchase Agreement | Affiliated Entity | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Agreement to purchase shares (in shares) | shares | 3,964,843 | ||||||||||||
Aggregate purchase price | $ 30,500,000 | ||||||||||||
At-The-Market Equity Sales Agreement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate offering price (of up) | $ 50,000,000 | ||||||||||||
Commission percentage | 3% | ||||||||||||
Sale of stock (in shares) | shares | 0 | 2,092,497 | |||||||||||
Aggregate gross proceeds | $ 10,900,000 | ||||||||||||
Available for future sales | $ 39,100,000 | ||||||||||||
August 2022 Public Offering | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate gross proceeds | $ 32,900,000 | ||||||||||||
Share price ( in dollars per share) | $ / shares | $ 2 | ||||||||||||
August 2022 Public Offering | Common Shares | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Sale of stock (in shares) | shares | 17,500,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 12 Months Ended | ||||
Mar. 13, 2023 | Dec. 31, 2022 | Mar. 24, 2023 | Mar. 23, 2023 | Mar. 24, 2022 | |
March 2022 Securities Purchase Agreement | Affiliated Entity | |||||
Subsequent Event [Line Items] | |||||
Aggregate purchase price | $ 4,000,000 | ||||
Prepaid Forward | |||||
Subsequent Event [Line Items] | |||||
Funded prepaid forward | $ 45,100,000 | ||||
Stock underlying the prepaid forward (in shares) | 1,858,500 | ||||
Share price (in dollars per share) | $ 24.25 | ||||
Subsequent Event | March 2022 Securities Purchase Agreement | Affiliated Entity | |||||
Subsequent Event [Line Items] | |||||
Aggregate purchase price | $ 4,000,000 | ||||
Subsequent Event | Prepaid Forward | |||||
Subsequent Event [Line Items] | |||||
Number of shares prepaid (in shares) | 1,858,500 | ||||
Subsequent Event | Forbearance Agreement | |||||
Subsequent Event [Line Items] | |||||
Default indebtedness outstanding | $ 15,000,000 | ||||
Subsequent Event | Other holders | Forbearance Agreement | |||||
Subsequent Event [Line Items] | |||||
Fee per $1,000 principal amount | $ 5 | ||||
Subsequent Event | Outstanding notes | Lender | Ad Hoc Noteholder Group | |||||
Subsequent Event [Line Items] | |||||
Risk concentration | 85% |