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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM 10-Q
________________________________________
(Mark One)
| | | | | |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2023
or
| | | | | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________ to ________________
Commission File Number: 001-40592
________________________________________
Rapid Micro Biosystems, Inc.
(Exact name of registrant as specified in its charter)
________________________________________
| | | | | |
Delaware | 20-8121647 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1001 Pawtucket Boulevard West, Suite 280 Lowell, MA (Address of Principal Executive Offices) | 01854 (Zip Code) |
(978) 349-3200
(Registrant’s telephone number, including area code)
________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of Each Class | | Trading symbol(s) | | Name of Exchange on which registered |
Class A common stock, $0.01 par value per share | | RPID | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | o | Accelerated filer | o | | |
Non-accelerated filer | x | Smaller reporting company | x | Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 31, 2023, there were 37,022,477 shares of the registrant’s Class A common stock, par value $0.01, outstanding.
As of July 31, 2023, there were 5,309,529 shares of the registrant’s Class B common stock, par value $0.01, outstanding.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding:
•our business strategy for our Growth Direct platform and systems;
•our future results of operations and financial position, including our expectations regarding revenue, gross margin, operating expenses and ability to generate cash flow;
•our expectations and assumptions related to our future funding requirements and available capital resources, which may be impacted by market uptake of our Growth Direct system, our management of inventory and supply chain, our research and development activities and the expansion of our sales, marketing, service, manufacturing and distribution capabilities;
•our ability to maintain and expand our customer base for our Growth Direct platform and systems;
•our exploration of strategic alternatives for the Company;
•the effectiveness of enhancements of our sales processes;
•the impact of our restructuring on the Company;
•anticipated trends and growth rates in our business and in the markets in which we operate;
•our research and development activities and prospective new features, products and product approvals;
•our ability to anticipate market needs and successfully develop new and enhanced solutions to meet those needs, including prospective products;
•our ability to hire and retain necessary qualified employees to grow our business and expand our operations;
•our expectations regarding the potential impact of inflation and fluctuations in interest rates on our business and operating costs;
•our expectations regarding the potential impact of ongoing conditions in the banking system and financial markets on our operations and financial results; and
•our ability to adequately protect our intellectual property.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 under the heading “Risk Factors.” The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We caution you not to place undue reliance on forward-looking statements which speak only as of the date hereof. We
undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
TRADEMARKS
Solely for convenience, our trademarks and trade names in this Quarterly Report on Form 10-Q are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that we will not assert, to the fullest extent under applicable law, our rights thereto.
INTERNET POSTING OF INFORMATION
We routinely post information that may be important to investors in the “Investors” section of our website at www.rapidmicrobio.com. We encourage investors and potential investors to consult our website regularly for important information about us. The contents of our website are not incorporated by reference in this Quarterly Report on Form 10-Q and shall not be deemed “filed” under the Exchange Act.
PART I —FINANCIAL INFORMATION
Item 1. Financial Statements
RAPID MICRO BIOSYSTEMS, INC.
Condensed consolidated balance sheets
(Unaudited)
(In thousands, except share and per share amounts)
| | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 28,680 | | | $ | 27,064 | |
Short-term investments | 77,393 | | | 81,584 | |
Accounts receivable | 3,456 | | | 5,369 | |
Inventory | 20,940 | | | 21,187 | |
Prepaid expenses and other current assets | 2,278 | | | 3,372 | |
Total current assets | 132,747 | | | 138,576 | |
Property and equipment, net | 13,126 | | | 13,818 | |
Right-of-use assets, net | 6,585 | | | 7,063 | |
Long-term investments | 7,247 | | | 29,790 | |
Other long-term assets | 956 | | | 1,119 | |
Restricted cash | 284 | | | 284 | |
Total assets | $ | 160,945 | | | $ | 190,650 | |
Liabilities and Stockholders’ Equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 1,363 | | | $ | 5,428 | |
Accrued expenses and other current liabilities | 7,685 | | | 8,150 | |
Deferred revenue | 4,565 | | | 4,706 | |
Lease liabilities, short-term | 802 | | | 766 | |
Total current liabilities | 14,415 | | | 19,050 | |
Lease liabilities, long-term | 6,655 | | | 7,202 | |
Other long-term liabilities | 247 | | | 229 | |
Total liabilities | 21,317 | | | 26,481 | |
Commitments and contingencies (Note 14) | | | |
Stockholders’ equity: | | | |
Class A common stock, $0.01 par value; 210,000,000 shares authorized at June 30, 2023 and December 31, 2022; 37,017,344 shares and 36,538,805 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 370 | | | 366 | |
Class B common stock, $0.01 par value; 10,000,000 shares authorized at June 30, 2023 and December 31, 2022; 5,309,529 shares and 5,553,379 issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 53 | | | 55 | |
Preferred stock, $0.01 par value: 10,000,000 shares authorized at June 30, 2023 and December 31, 2022; zero shares issued and outstanding at June 30, 2023 and December 31, 2022 | — | | | — | |
Additional paid-in capital | 543,721 | | | 540,775 | |
Accumulated deficit | (403,821) | | | (375,918) | |
Accumulated other comprehensive loss | (695) | | | (1,109) | |
Total stockholders’ equity | 139,628 | | | 164,169 | |
Total liabilities and stockholders’ equity | $ | 160,945 | | | $ | 190,650 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
RAPID MICRO BIOSYSTEMS, INC.
Condensed consolidated statements of operations
(Unaudited)
(In thousands, except share and per share amounts)
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| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2023 | | 2022 | | 2023 | | 2022 | | | | |
Revenue: | | | | | | | | | | | |
Product revenue | $ | 3,169 | | | $ | 2,440 | | | $ | 6,493 | | | $ | 5,003 | | | | | |
Service revenue | 1,833 | | | 1,420 | | | 3,544 | | | 3,017 | | | | | |
Total revenue | 5,002 | | | 3,860 | | | 10,037 | | | 8,020 | | | | | |
Costs and operating expenses: | | | | | | | | | | | |
Cost of product revenue | 4,689 | | | 3,235 | | | 9,670 | | | 7,593 | | | | | |
Cost of service revenue | 2,205 | | | 1,846 | | | 4,049 | | | 3,572 | | | | | |
Research and development | 3,233 | | | 2,965 | | | 6,386 | | | 6,490 | | | | | |
Sales and marketing | 3,201 | | | 3,484 | | | 6,663 | | | 6,940 | | | | | |
General and administrative | 6,728 | | | 6,404 | | | 13,195 | | | 12,498 | | | | | |
Total costs and operating expenses | 20,056 | | | 17,934 | | | 39,963 | | | 37,093 | | | | | |
Loss from operations | (15,054) | | | (14,074) | | | (29,926) | | | (29,073) | | | | | |
Other income (expense): | | | | | | | | | | | |
Interest income, net | 1,073 | | | 264 | | | 2,076 | | | 372 | | | | | |
Other (expense) income, net | (29) | | | 107 | | | (40) | | | 91 | | | | | |
Total other income (expense), net | 1,044 | | | 371 | | | 2,036 | | | 463 | | | | | |
Loss before income taxes | (14,010) | | | (13,703) | | | (27,890) | | | (28,610) | | | | | |
Income tax expense (benefit) | 6 | | | (613) | | | 13 | | | (590) | | | | | |
Net loss | (14,016) | | | (13,090) | | | (27,903) | | | (28,020) | | | | | |
Net loss per share — basic and diluted | $ | (0.33) | | | $ | (0.31) | | | $ | (0.65) | | | $ | (0.66) | | | | | |
Weighted average common shares outstanding — basic and diluted | 43,059,937 | | 42,494,055 | | 42,936,941 | | 42,346,607 | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
RAPID MICRO BIOSYSTEMS, INC.
Condensed consolidated statements of comprehensive loss
(Unaudited)
(In thousands)
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| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2023 | | 2022 | | 2023 | | 2022 | | | | |
Net loss | $ | (14,016) | | | $ | (13,090) | | | $ | (27,903) | | | $ | (28,020) | | | | | |
Other comprehensive income: | | | | | | | | | | | |
Unrealized (loss) gain on investments, net of tax | (33) | | | (315) | | | 414 | | | (903) | | | | | |
Comprehensive loss | $ | (14,049) | | | $ | (13,405) | | | $ | (27,489) | | | $ | (28,923) | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
RAPID MICRO BIOSYSTEMS, INC.
Condensed consolidated statements of stockholders’ equity
(Unaudited)
(In thousands, except share amounts)
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| | | | Class A Common stock | | Class B Common stock | | Additional paid-in capital | | Accumulated deficit | | Accumulated other comprehensive loss | | Total |
| | | | | | Shares | | Amount | | Shares | | Amount |
Balances at December 31, 2022 | | | | | | 36,538,805 | | $ | 366 | | | 5,553,379 | | $ | 55 | | | $ | 540,775 | | | $ | (375,918) | | | $ | (1,109) | | | $ | 164,169 | |
Issuance of Class A common stock under ESPP | | | | | | 125,536 | | 1 | | | $ | — | | | — | | | 123 | | | — | | | — | | | 124 | |
Vesting of restricted stock units | | | | | | 96,303 | | | 1 | | | — | | | — | | | (1) | | | — | | | — | | | — | |
Restricted stock award liability accretion | | | | | | — | | — | | | — | | — | | | 341 | | | — | | | — | | | 341 | |
Issuance of Class A common stock upon exercise of common stock options | | | | | | 7,896 | | — | | | — | | — | | | 6 | | | — | | | — | | | 6 | |
Stock-based compensation expense | | | | | | — | | — | | | — | | — | | | 1,243 | | | — | | | — | | | 1,243 | |
Net loss | | | | | | — | | — | | | — | | — | | | — | | | (13,887) | | | — | | | (13,887) | |
Other comprehensive income | | | | | | — | | — | | | — | | — | | | — | | | — | | | 447 | | | 447 | |
Balances at March 31, 2023 | | | | | | 36,768,540 | | $ | 368 | | | 5,553,379 | | $ | 55 | | | $ | 542,487 | | | $ | (389,805) | | | $ | (662) | | | $ | 152,443 | |
Vesting of restricted stock units | | | | | | 4,954 | | — | | | — | | — | | | — | | | — | | | — | | | — | |
Conversion of Class B common stock to Class A common stock | | | | | | 243,850 | | 2 | | | (243,850) | | | (2) | | | — | | | — | | | — | | | — | |
Stock-based compensation expense | | | | | | — | | — | | | — | | — | | | 1,234 | | | — | | | — | | | 1,234 | |
Net loss | | | | | | — | | — | | | — | | — | | | — | | | (14,016) | | | — | | | (14,016) | |
Other comprehensive loss | | | | | | — | | — | | | — | | — | | | — | | | — | | | (33) | | | (33) | |
Balances at June 30, 2023 | | | | | | 37,017,344 | | $ | 370 | | | 5,309,529 | | $ | 53 | | | $ | 543,721 | | | $ | (403,821) | | | $ | (695) | | | $ | 139,628 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
RAPID MICRO BIOSYSTEMS, INC.
Condensed consolidated statements of stockholders’ equity
(Unaudited), continued
(In thousands, except share amounts)
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| Class A Common stock | | Class B Common stock | | Additional paid-in capital | | Accumulated deficit | | Accumulated other comprehensive loss | | Total | |
| Shares | | Amount | | Shares | | Amount | | |
Balances at December 31, 2021 | 34,564,040 | | $ | 346 | | | 6,903,379 | | $ | 69 | | | $ | 535,693 | | | $ | (315,112) | | | $ | (16) | | | $ | 220,980 | | |
Conversion of Class B common stock to Class A common stock | 1,350,000 | | 14 | | | (1,350,000) | | | (14) | | | — | | | — | | | — | | | — | | |
Restricted stock award liability accretion | — | | — | | | — | | — | | | 154 | | | — | | | — | | | 154 | | |
Issuance of Class A common stock upon exercise of common stock options | 475,033 | | 5 | | | — | | — | | | 466 | | | — | | | — | | | 471 | | |
Stock-based compensation expense | — | | — | | | — | | — | | | 983 | | | — | | | — | | | 983 | | |
Net loss | — | | — | | | — | | — | | | — | | | (14,930) | | | — | | | (14,930) | | |
Other comprehensive loss | — | | — | | | — | | — | | | — | | | — | | | (588) | | | (588) | | |
Balances at March 31, 2022 | 36,389,073 | | $ | 365 | | | 5,553,379 | | $ | 55 | | | $ | 537,296 | | | $ | (330,042) | | | $ | (604) | | | $ | 207,070 | | |
Restricted stock award liability accretion | — | | — | | | — | | — | | | 44 | | | — | | | — | | | 44 | | |
Stock-based compensation expense | — | | — | | | — | | — | | | 1,258 | | | — | | | — | | | 1,258 | | |
Net loss | — | | — | | | — | | — | | | — | | | (13,090) | | | — | | | (13,090) | | |
Other comprehensive loss | — | | — | | | — | | — | | | — | | | — | | | (315) | | | (315) | | |
Balances at June 30, 2022 | 36,389,073 | | $ | 365 | | | 5,553,379 | | $ | 55 | | | $ | 538,598 | | | $ | (343,132) | | | $ | (919) | | | $ | 194,967 | | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
RAPID MICRO BIOSYSTEMS, INC.
Condensed consolidated statements of cash flows
(Unaudited)
(In thousands)
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| Six Months Ended June 30, |
| 2023 | | 2022 |
Cash flows from operating activities: | | | |
Net loss | $ | (27,903) | | | $ | (28,020) | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | |
Depreciation and amortization expense | 1,530 | | | 1,243 | |
Stock-based compensation expense | 2,477 | | | 2,241 | |
Provision for excess and obsolete inventory | 34 | | | 49 | |
Noncash lease expense | 594 | | | 549 | |
Loss on disposal of property and equipment | — | | | 19 | |
Accretion on investments | (1,206) | | | (22) | |
Other | 17 | | | (125) | |
Changes in operating assets and liabilities: | | | |
Accounts receivable | 1,913 | | | 905 | |
Inventory | 213 | | | (5,671) | |
Prepaid expenses and other current assets | 1,095 | | | 1,952 | |
Other long-term assets | (9) | | | 84 | |
Accounts payable | (4,064) | | | (1,122) | |
Accrued expenses and other current liabilities | (426) | | | (4,482) | |
Deferred revenue | (141) | | | 613 | |
Net cash used in operating activities | (25,876) | | | (31,787) | |
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Cash flows from investing activities: | | | |
Purchases of property and equipment | (974) | | | (4,342) | |
Purchases of investments | (26,647) | | | (117,993) | |
Maturity of investments | 55,000 | | | 25,000 | |
Net cash provided by (used) investing activities | 27,379 | | | (97,335) | |
Cash flows from financing activities: | | | |
Proceeds from issuance of Class A common stock - stock option exercise | 7 | | | 471 | |
Proceeds from issuance of Class A common stock - employee stock purchase plan | 124 | | | — | |
Payments on finance lease obligations | (18) | | | (16) | |
Net cash provided by financing activities | 113 | | | 455 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,616 | | | (128,667) | |
Cash, cash equivalents and restricted cash at beginning of period | 27,348 | | | 178,671 | |
Cash, cash equivalents and restricted cash at end of period | $ | 28,964 | | | $ | 50,004 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
RAPID MICRO BIOSYSTEMS, INC.
Condensed consolidated statements of cash flows, continued
(Unaudited)
(In thousands)
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| Six Months Ended June 30, |
| 2023 | | 2022 |
Supplemental disclosure of cash flow information | | | |
Cash paid for interest | $ | 19 | | | $ | 21 | |
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Supplemental disclosure of non-cash investing activities | | | |
Establishment of right of use operating assets | $ | — | | | $ | 7,605 | |
Purchases of property and equipment in accounts payable and accrued expenses | $ | 230 | | | $ | 380 | |
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Supplemental disclosure of non-cash financing activities | | | |
Establishment of right of use finance assets | $ | — | | | $ | 366 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
RAPID MICRO BIOSYSTEMS, INC.
Notes to condensed consolidated financial statements
(Amounts in thousands, except share and per share amounts)
(Unaudited)
1. Nature of the business and basis of presentation
Rapid Micro Biosystems, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on December 29, 2006. The Company develops, manufactures, markets and sells Growth Direct systems (“Systems”) proprietary consumables, laboratory information management system (“LIMS”) connection software, and services to address rapid microbial analysis used for quality control in the manufacture of pharmaceuticals, medical devices and personal care products. The Company’s technology uses a highly sensitive camera and the natural auto fluorescence of living cells to identify and quantify microbial growth faster and more accurately than the traditional method, which relies on the human eye. The Company currently sells to customers in North America, Europe and the Asia-Pacific region. The Company is headquartered in Lowell, Massachusetts.
Basis of presentation
These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries in Germany and Switzerland. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited consolidated financial statements for the year ended December 31, 2022. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).
The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2023 and the results of its operations and its cash flows for the three and six months ended June 30, 2023 and 2022. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2023 and 2022 are also unaudited. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period.
Reclassification
Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.
Liquidity
The Company has incurred recurring losses and net cash outflows from operations since its inception. The Company expects to continue to generate significant operating losses for the foreseeable future. The Company expects that its existing cash and cash equivalents and investments will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months following the date these unaudited interim condensed consolidated financial statements were issued.
2. Summary of significant accounting policies
Use of estimates
The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, calculating the standalone selling price
for revenue recognition, the valuation of inventory, and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific and relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
There have been no significant changes to the significant accounting policies during the three and six months ended June 30, 2023, as compared to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of December 31, 2022 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Risk of concentrations of credit, significant customers and significant suppliers
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term and long-term investments and accounts receivable. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company maintains its cash and cash equivalents and investments with financial institutions that management believes to be of high credit quality. The Company has not experienced any other-than-temporary losses with respect to its cash equivalents and investments and does not believe that it is subject to unusual credit risk beyond the credit risk associated with commercial banking relationships.
Significant customers are those which represent more than 10% of the Company’s total revenue or accounts receivable balance at each respective balance sheet date. The following table presents customers that represent 10% or more of the Company’s total revenue:
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| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2023 | | 2022 | | 2023 | | 2022 | | | | |
Customer A | 20.6 | % | | 28.3 | % | | 20.4 | % | | 21.7 | % | | | | |
Customer B | 11.3 | % | | * | | * | | * | | | | |
Customer C | * | | * | | 13.9 | % | | * | | | | |
Customer D | * | | 15.0 | % | | * | | * | | | | |
Customer E | * | | 14.0 | % | | * | | * | | | | |
| 31.9 | % | | 57.3 | % | | 34.3 | % | | 21.7 | % | | | | |
____________________________*– less than 10%
The following table presents customers that represent 10% or more of the Company’s accounts receivable:
| | | | | | | | | | | |
| June 30, | | December 31, |
| 2023 | | 2022 |
Customer A | 24.8 | % | | 21.4 | % |
Customer B | 19.4 | % | | * |
Customer C | * | | 11.8 | % |
Customer F | * | | 16.7 | % |
| 44.2 | % | | 49.9 | % |
____________________________
*– less than 10%
The Company relies on third parties for the supply and manufacture of certain components of its products as well as third-party logistics providers. There are no significant concentrations around a single third-party supplier or manufacturer for the three and six months ended June 30, 2023 or 2022.
Cash equivalents
The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents that are readily convertible to cash are stated at cost, which approximates fair value. At June 30, 2023 and December 31, 2022, the Company held cash of $0.2 million in banks located outside of the United States.
Restricted cash
As of June 30, 2023 and December 31, 2022, the Company was required to maintain guaranteed investment certificates of $0.3 million with maturities of three months to one year that are subject to an insignificant risk of changes in value. The guaranteed investment certificates are held for the benefit of the landlord in connection with operating leases which have remaining terms of greater than one year and are classified as restricted cash (non-current) on the Company’s consolidated balance sheets.
Software Development Costs
The Company accounts for software development costs for internal-use software under the provisions of ASC 350-40, “Internal-Use Software” (“ASC 350”). Accordingly, certain costs to develop internal-use computer software are capitalized, provided these costs are expected to be recoverable. The Company had $0.9 million of software development costs, net of amortization, capitalized in other long-term assets at June 30, 2023. These capitalized costs are being amortized on a straight-line basis over the initial subscription term of five years. For the three months ended June 30, 2023 and 2022, there was $0.1 million, and for the six months ended June 30, 2023 and 2022, there was $0.2 million of amortization expense related to capitalized software development costs recorded in the condensed consolidated statements of operations.
Fair value measurements
Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
•Level 1—Quoted prices in active markets for identical assets or liabilities.
•Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
•Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
The Company’s cash equivalents, short-term and long-term investments are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities.
Product warranties
The Company offers a one-year limited assurance warranty on System sales, which is included in the selling price. The accrual for these warranty obligations is included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. The following table presents a summary of changes in the amount reserved for warranty cost (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2023 | | 2022 | | 2023 | | 2022 | | | | |
Balance, beginning of period | $ | 526 | | | $ | 595 | | | $ | 872 | | | $ | 598 | | | | | |
Warranty provisions | — | | | 341 | | | — | | | 351 | | | | | |
Warranty repairs | — | | | — | | | (346) | | | (13) | | | | | |
Balance, end of period | $ | 526 | | | $ | 936 | | | $ | 526 | | | $ | 936 | | | | | |
Segment information
The Company determined its operating segment after considering the Company’s organizational structure and the information regularly reviewed and evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company has determined that its CODM is its Chief Executive Officer. The CODM reviews the financial information on a consolidated basis for purposes of evaluating financial performance and allocating resources. On the basis of these factors, the Company determined that it operates and manages its business as one operating segment, that develops, manufactures, markets and sells Systems and related LIMS connection software, consumables and services; and accordingly has one reportable segment for financial reporting purposes. Substantially all of the Company’s long-lived assets are held in the United States.
Revenue recognition
Remaining performance obligations
The Company does not disclose the value of remaining performance obligations for (i) contracts with an original contract term of one year or less, (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice when that amount corresponds directly with the value of services performed, and (iii) variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied distinct service that forms part of a single performance obligation. The Company does not have material remaining performance obligations associated with contracts with terms greater than one year.
Contract balances from contracts with customers
Contract assets arise from customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is conditional and not only subject to the passage of time. The Company had $0.3 million and $0.1 million in contract assets as of June 30, 2023 and December 31, 2022, respectively, included in prepaid expenses and other current assets.
Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer. The Company has a contract liability related to service revenue, which consists of amounts that have been invoiced but that have not been recognized as revenue. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue and amounts expected to be recognized as revenue beyond 12 months of the balance sheet date are classified as noncurrent deferred revenue. The Company did not record any non-current deferred revenue as of June 30, 2023 or December 31, 2022. Deferred revenue was $4.6 million and $4.7 million at June 30, 2023 and December 31, 2022, respectively. Revenue recognized during the three months ended June 30, 2023 and 2022 that was included in deferred revenue at the prior period-end was $1.0 million and $0.8 million, respectively. Revenue recognized during the six months ended June 30, 2023 and 2022 that was included in deferred revenue at the prior period-end was $2.1 million and $1.9 million, respectively.
Disaggregated revenue
The Company disaggregates revenue based on the recurring and non-recurring nature of the underlying sale. Recurring revenue includes sales of consumables and service contracts. The Company considers these to be recurring revenues because customers typically place purchase orders on a periodic basis as they use their Growth Direct system over time. These arrangements typically contain a single performance obligation and thus the entire consideration to which the Company is entitled is allocated entirely to that performance obligation. Non-recurring revenue includes sales of systems, LIMS connection software, validation services, and field services, and typically contains multiple performance obligations. The Company considers these to be non-recurring revenues because customers typically place single purchase orders for a bundle of products and services on a one-time or infrequent basis. For these arrangements, significant judgment is applied in identifying the distinct performance obligations, determination of the transaction price, transaction price allocation, and determination of standalone selling price for each of the distinct performance obligations.
The following table presents the Company’s revenue by the recurring or non-recurring nature of the revenue stream (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2023 | | 2022 | | 2023 | | 2022 | | | | |
Product and service revenue — recurring | $ | 3,592 | | | $ | 2,500 | | | $ | 6,845 | | | $ | 5,158 | | | | | |
Product and service revenue — non-recurring | 1,410 | | | 1,360 | | | 3,192 | | | 2,862 | | | | | |
Total revenue | $ | 5,002 | | | $ | 3,860 | | | $ | 10,037 | | | $ | 8,020 | | | | | |
The following table presents the Company’s revenue by customer geography (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2023 | | 2022 | | 2023 | | 2022 | | | | |
United States | $ | 2,620 | | | $ | 2,319 | | | $ | 4,322 | | | $ | 4,361 | | | | | |
Switzerland | 960 | | | 609 | | | 1,933 | | | 1,488 | | | | | |
Germany | 501 | | | 401 | | | 914 | | | 825 | | | | | |
Japan | 68 | | | — | | | 1,454 | | | — | | | | | |
All other countries | 853 | | | 531 | | | 1,414 | | | 1,346 | | | | | |
Total revenue | $ | 5,002 | | | $ | 3,860 | | | $ | 10,037 | | | $ | 8,020 | | | | | |
Advertising costs
Advertising costs are expensed as incurred and are included in sales and marketing expenses in the condensed consolidated statements of operations. Advertising costs were less than $0.1 million during the three months ended June 30, 2023 and 2022, and were $0.2 million and less than $0.1 million during the six months ended June 30, 2023 and 2022, respectively.
Stock-based compensation
The Company measures all stock-based awards granted to employees, officers and directors based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company issues stock-based awards with service-based vesting conditions only and stock-based awards with both service-based and Company performance vesting conditions, and records the expense for these awards using the straight-line method. Forfeitures are accounted for prospectively as they occur.
The Company measures all restricted common stock and restricted stock units granted to employees based on the common stock value on the date of grant. The purchase price of the restricted common stock is the common stock value on the date of grant.
Comprehensive loss
Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the three months ended June 30, 2023 and 2022, there was a less than $0.1 million and a $0.3 million loss, respectively, and for the six months ended June 30, 2023 and 2022, there was a $0.4 million gain and a $0.9 million loss, respectively, on investments, net of tax, included in comprehensive loss.
Recently adopted accounting pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016- 13”). The new standard adjusts the accounting for assets held at amortized costs basis, including marketable securities accounted for as available for sale, and trade receivables. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. The new standard was effective for the Company beginning January 1, 2023 and primarily impacted trade accounts receivable. The amendments in this update were adopted using a modified retrospective transition method as of January 1, 2023, which had no cumulative impact to retained earnings. The adoption of this new standard had no material impact on the Company's unaudited consolidated financial statements. The Company's concentrations of credit risks are limited due to the large number of customers and their dispersion across a number of geographic areas. Substantially all of the Company's trade receivables are concentrated in the pharmaceuticals industry in the U.S. and internationally or with distributors who operate in international markets. The Company's historical credit losses have not been significant due to this dispersion and the financial stability of the Company's customers. The Company considers its historical credit losses to be immaterial to its business and, therefore, has not provided all the disclosures otherwise required by the standard. The Company updated its accounting policy disclosure for accounts receivable as follows:
Accounts receivable are customer obligations that are unconditional. Accounts receivable are presented net of an allowance for doubtful accounts for expected credit losses, which represents an estimate of amounts that may not be collectible. The Company performs ongoing credit evaluations of its customers and, if necessary, provides an allowance for doubtful accounts and expected credit losses. A provision to the allowances for doubtful accounts for expected credit losses is recorded based on factors including the length of time the receivables are past due, the current business environment, the geographic market, and the Company’s historical experience. Provisions to the allowances for doubtful accounts for expected credit losses are recorded to general and administrative expenses. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues collection of the receivable. The Company does not have any off-balance-sheet credit exposure related to customers. As of June 30, 2023 and December 31, 2022, the allowance for doubtful accounts for expected credit losses was zero.
Recently issued accounting pronouncements
The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the newer revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies.
3. Fair value of financial assets and liabilities
The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair value measurements as of June 30, 2023 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Assets | | | | | | | |
Cash equivalents | $ | 24,290 | | | $ | — | | | $ | — | | | $ | 24,290 | |
Short-term investments | 72,297 | | | 5,096 | | | — | | | 77,393 | |
Long-term investments | 6,761 | | | 486 | | | — | | | 7,247 | |
| $ | 103,348 | | | $ | 5,582 | | | $ | — | | | $ | 108,930 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair value measurements at December 31, 2022 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Assets | | | | | | | |
Cash equivalents | $ | 22,072 | | | $ | — | | | $ | — | | | $ | 22,072 | |
Short-term investments | 81,093 | | | 491 | | | — | | | 81,584 | |
Long-term investments | 26,431 | | | 3,359 | | | — | | | 29,790 | |
| $ | 129,596 | | | $ | 3,850 | | | $ | — | | | $ | 133,446 | |
During the three and six months ended June 30, 2023 and 2022, there were no transfers between Level 1, Level 2 and Level 3.
Valuation of short-term and long-term investments
U.S. Treasury bills and notes included in short-term and long-term investments were valued by the Company using quoted prices in active markets for identical securities, which represents a Level 1 measurement within the fair value hierarchy. The Company's certificates of deposit included in short-term and long-term investments were valued using quoted prices for similar assets in active markets (or identical assets in inactive markets), which represent a Level 2 measurement within the fair value hierarchy.
4. Investments
Short-term and long-term investments by investment type consisted of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2023 |
| Amortized cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value |
Short-term investments | | | | | | | |
Certificates of Deposit | $ | 5,141 | | | $ | — | | | $ | (45) | | | $ | 5,096 | |
U.S. Government Treasury Bills | 23,265 | | | 1 | | | (22) | | | 23,244 | |
U.S. Government Treasury Notes | 49,614 | | | — | | | (561) | | | 49,053 | |
| $ | 78,020 | | | $ | 1 | | | $ | (628) | | | $ | 77,393 | |
Long-term Investments | | | | | | | |
Certificates of Deposit | 497 | | | — | | | (11) | | | 486 | |
U.S. Government Treasury Notes - Maturity Up To Two Years | 6,818 | | | — | | | (57) | | | 6,761 | |
| $ | 7,315 | | | $ | — | | | $ | (68) | | | $ | 7,247 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| Amortized cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value |
Short-term investments | | | | | | | |
Certificates of Deposit | $ | 491 | | | $ | — | | | $ | — | | | $ | 491 | |
U.S. Government Treasury Bills | 32,115 | | | 1 | | | (40) | | | 32,076 | |
U.S. Government Treasury Notes | 49,625 | | | — | | | (608) | | | 49,017 | |
| $ | 82,231 | | | $ | 1 | | | $ | (648) | | | $ | 81,584 | |
Long-term Investments | | | | | | | |
Certificates of Deposit | $ | 3,391 | | | $ | 4 | | | $ | (36) | | | $ | 3,359 | |
U.S. Government Treasury Notes - Maturity Up To Two Years | 26,861 | | | 1 | | | (431) | | | 26,431 | |
| $ | 30,252 | | | $ | 5 | | | $ | (467) | | | $ | 29,790 | |
5. Inventory
Inventory consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, | | December 31, |
| 2023 | | 2022 |
Raw materials | $ | 15,573 | | | $ | 15,014 | |
Work in process | 130 | | | 1,599 | |
Finished goods | 5,237 | | | 4,574 | |
Total | $ | 20,940 | | | $ | 21,187 | |
Raw materials, work in process and finished goods were net of adjustments to net realizable value of $0.7 million and $1.1 million as of June 30, 2023 and December 31, 2022, respectively.
6. Prepaid expenses and other current assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, | | December 31, |
| 2023 | | 2022 |
Prepaid insurance | $ | 389 | | | $ | 1,500 | |
Contract asset | 303 | | | 112 | |
Deposits | 695 | | | 1,055 | |
Other | 891 | | | 705 | |
| $ | 2,278 | | | $ | 3,372 | |
7. Property and equipment, net
Property and equipment, net consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, | | December 31, |
| 2023 | | 2022 |
Manufacturing and laboratory equipment | $ | 13,345 | | | $ | 13,408 | |
Computer hardware and software | 1,840 | | | 1,651 | |
Office furniture and fixtures | 589 | | | 589 | |
Leasehold improvements | 8,551 | | | 8,260 | |
Construction-in-process | 1,750 | | | 1,712 | |
| 26,075 | | | 25,620 | |
Less: Accumulated depreciation | (12,949) | | | (11,802) | |
| $ | 13,126 | | | $ | 13,818 | |
Depreciation and amortization expense related to property and equipment was $0.7 million and $0.6 million for the three months ended June 30, 2023 and 2022, respectively. Depreciation and amortization expense related to property and equipment was $1.3 million and $1.1 million for the six months ended June 30, 2023 and 2022, respectively. The Company had zero and $2.3 million fully depreciated assets disposed of during the three and six months ended June 30, 2023 and 2022, respectively.
8. Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, | | December 31, |
| 2023 | | 2022 |
Accrued employee compensation and benefits expense | $ | 4,160 | | | $ | 3,217 | |
Accrued vendor expenses | 2,169 | | | 3,212 | |
Accrued warranty expense | 526 | | | 872 | |
Accrued taxes | 254 | | | 329 | |
Other | 576 | | | 520 | |
| $ | 7,685 | | | $ | 8,150 | |
On August 11, 2022, the board of directors of the Company approved an organizational restructuring plan (the “Restructuring Plan”) to right-size its cost structure based on its lowered 2022 outlook. The Company will continue to invest in key growth initiatives including enhancing commercial execution and key product development programs that are expected to drive future revenue growth. The Restructuring Plan involved an approximately 20% reduction in the Company’s workforce, including employees, contractors and temporary employees, which is largely focused on non-commercial functions. The Company recorded a restructuring charge of $1.1 million in the third quarter of 2022 primarily related to severance, employee benefits, outplacement and related costs under the Restructuring Plan. The Company made payments of $0.2 million and $0.5 million during the three and six months ended June 30, 2023, respectively, related to the Restructuring Plan and had no remaining payments as of June 30, 2023.
9. Common stock and common stock warrants
As of June 30, 2023 and December 31, 2022, the Company’s restated certificate of incorporation authorized the issuance of Class A and Class B common stock. Each share of Class A common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. The Company’s Class B common stock is non-voting. Class A and Class B common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of Preferred Stock. As of June 30, 2023, no cash dividends had been declared or paid.
As of June 30, 2023, the Company had reserved 22,162,567 shares of Class A common stock for the exercise of outstanding stock options, vesting of restricted stock units, the number of shares remaining available for grant under the Company’s 2021 Incentive Award Plan (see Note 10), the number of shares available for purchase under the Company’s Employee Stock Purchase Plan (see Note 10), shares of common stock for the exercise of outstanding common stock warrants and the conversion of Class B common stock.
As of June 30, 2023 and December 31, 2022, outstanding warrants to purchase common stock consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Issuance date | | Contractual term | | Balance sheet classification | | Shares of common stock issuable upon exercise of warrant | | Weighted average exercise price |
| | (in years) | | | | | | |
July 24, 2017 | | 10 | | Equity | | 17,194 | | $ | 292.81 | |
April 12, 2018 | | 10 | | Equity | | 30,000 | | $ | 1.00 | |
July 14, 2021 | | 10 | | Equity | | 975,109 | | $ | 1.46 | |
| | | | | | 1,022,303 | | |
10. Stock-based compensation
2010 Stock Option and Grant Plan
The Company’s 2010 Stock Option and Grant Plan (the “2010 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards and other stock-based awards to employees, officers, directors and consultants of the Company.
Following the effectiveness of the Company's initial public offering ("IPO"), no additional awards are being granted under the 2010 Plan and shares of existing outstanding options that were issued under the 2010 Plan and are forfeited or canceled will be available for grant under the 2021 Incentive Award Plan.
2021 Incentive Award Plan
In July 2021, the board of directors adopted, and the Company’s stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”). The 2021 Plan provides for the grant of stock options, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based and cash-based awards. The 2021 Plan has a term of ten years. The aggregate number of shares of Class A common stock available for issuance under the 2021 Plan is equal to (i) 4,200,000 shares; (ii) any shares which are subject to the 2010 Plan awards that become available for issuance under the 2021 Plan; and (iii) an annual increase for ten years on the first day of each calendar year beginning on January 1, 2022, equal to the lesser of (A) 5% of the aggregate number of shares of Class A common stock outstanding on the last day of the immediately preceding calendar year and (B) such smaller amount of shares as determined by the board of directors. No more than 33,900,000 shares of Class A common stock may be issued under the 2021 Plan upon the exercise of incentive stock options. As of June 30, 2023, there are 3,291,989 shares available for issuance under the 2021 Plan.
The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted to employees and directors:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2023 | | 2022 | | 2023 | | 2022 | | | | |
Risk-free interest rate | 3.5 | % | | 2.9 | % | | 3.9 | % | | 2.0 | % | | | | |
Expected term (in years) | 6.0 | | 5.9 | | 6.0 | | 6.0 | | | | |
Expected volatility | 46.0 | % | | 43.9 | % | | 47.1 | % | | 43.1 | % | | | | |
Expected dividend yield | 0 | % | | 0 | % | | 0 | % | | 0 | % | | | | |
Stock options
The following table summarizes the Company’s stock option activity since December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of shares | | Weighted average exercise price | | Weighted average remaining contractual term | | Aggregate intrinsic value |
| | | | | (in years) | | (in thousands) |
Outstanding as of December 31, 2022 | 5,041,308 | | $ | 5.05 | | | 7.55 | | $ | 532 | |
Granted | 1,917,242 | | 1.18 | | | | | |
Exercised | (7,896) | | 0.83 | | | | | |
Expired | (48,573) | | 8.98 | | | | | |
Forfeited | (107,829) | | 3.12 | | | | | |
Outstanding as of June 30, 2023 | 6,794,252 | | $ | 2.66 | | | 7.79 | | $ | 286 | |
Options vested and expected to vest as of June 30, 2023 | 6,794,252 | | $ | 2.66 | | | 7.79 | | $ | 286 | |
Options exercisable as of June 30, 2023 | 3,306,341 | | $ | 2.63 | | | 6.50 | | $ | 166 | |
The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A common stock for those options that had exercise prices lower than such fair value.
The intrinsic value of stock options exercised during the six months ended June 30, 2023 and 2022 was less than $0.1 million and $2.8 million, respectively.
The weighted average grant-date fair value per share of stock options granted during the three months ended June 30, 2023 and 2022 was $0.54 and $2.40, respectively, and during the six months ended June 30, 2023 and 2022 was $0.59 and $3.30, respectively.
On March 9, 2023, the board of directors approved a one-time repricing of certain outstanding stock options held by non-executive employees. As a result of the repricing, the exercise prices of eligible vested and unvested stock options were adjusted to reflect the fair market value of Class A common stock on the date of the repricing. The repricing was immaterial to the Company's financial results.
Restricted stock
In February 2021, the Company granted 248,903 shares of restricted stock to an employee under the 2010 Plan with a four-year vesting term. In connection with the grant, the employee paid $0.5 million, which represents the $2.10 per share fair value of the common stock on the date of the restricted stock grant. At June 30, 2023 and December 31, 2022, the Company had zero and $0.3 million, respectively, in unvested restricted common stock liability included in other current liabilities and other long-term liabilities, respectively, related to these shares. The restricted common stock is no longer vesting due to the employee's termination and the Company waived its repurchase right during the first quarter of 2023, which resulted in all then-outstanding and unvested shares becoming fully vested.
The following table summarizes the Company’s restricted stock activity since December 31, 2022:
| | | | | | | | | | | |
| Number of shares | | Weighted average fair value |
| | | |
Unvested as of December 31, 2022 | 155,565 | | $ | 2.10 | |
Granted | — | | |
Vested | (155,565) | | $ | 2.10 | |
Forfeited | — | | |
Unvested as of June 30, 2023 | — | | | $ | — | |
Restricted stock units
Restricted stock unit grants to employees typically have a three-year service-based vesting term in which vesting occurs annually on the anniversary of the grant date. During the six months ended June 30, 2023, the Company granted restricted stock units with service-based vesting conditions as well as restricted stock units with a combination of service-based and Company performance-based vesting conditions. The Company expenses the fair value of the restricted stock units over the expected vesting period and accounts for forfeitures prospectively as they occur.
The following table summarizes the Company's restricted stock units activity since December 31, 2022: | | | | | | | | | | | |
| Number of shares | | Weighted average fair value |
| | | |
Unvested as of December 31, 2022 | 532,121 | | $ | 7.06 | |
Granted | 1,411,648 | | $ | 1.23 | |
Vested | (152,736) | | $ | 7.65 | |
Forfeited | (25,340) | | $ | 3.90 | |
Unvested as of June 30, 2023 | 1,765,693 | | $ | 2.40 | |
The weighted average grant-date fair value per share of restricted stock units granted during the three months ended June 30, 2023 and 2022 was $1.22 and $5.00, respectively, and during the six months ended June 30, 2023 and 2022 was $1.23 and $7.62, respectively.
2021 Employee Stock Purchase Plan
In July 2021, the board of directors adopted, and the Company’s stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective in connection with the IPO of Class A common stock. The aggregate number of shares of Class A common stock available for issuance under the 2021 ESPP is equal to (i) 400,000 shares and (ii) an annual increase for ten years on the first day of each calendar year beginning on January 1, 2022, equal to the lesser of (A) 1% of the aggregate number of shares of Class A common stock outstanding on the last day of the immediately preceding calendar year and (B) such smaller amount of shares as determined by the board of directors. No more than 6,300,000 shares of Class A common stock may be issued under the 2021 ESPP.
Under the 2021 ESPP, eligible employees may purchase shares of the Company’s common stock through payroll deductions of up to 15% of eligible compensation during an offering period. Generally, each offering period will be for 6 months as determined by the Company's board of directors. In no event may an employee purchase more than 100,000 shares per offering period based on the closing price on the first trading date of an offering period or the last trading date of an offering period, or more than $25,000 worth of stock during any calendar year. The purchase price for shares to be purchased under the 2021 ESPP is 85% of the lesser of the market price of the Company's common stock on the first trading date of an offering period or on any purchase date during an offering period (March 14 or September 14).
During the six months ended June 30, 2023, there were 125,536 shares of Class A common stock purchased under the 2021 ESPP. The Company recognized less than $0.1 million of expense related to the 2021 ESPP for each of the three and six months ended June 30, 2023 and 2022. As of June 30, 2023, 933,659 shares were available for future issuance under the 2021 ESPP.
The Company estimates the fair value of shares issued to employees under the 2021 ESPP using the Black-Scholes option-pricing model. The following weighted average assumptions were used in the calculation of fair value of shares under the 2021 ESPP at the grant date for the six months ended June 30, 2023 and 2022 (there were no new offering periods during the three months ended June 30, 2023 or 2022):
| | | | | | | | | | | | | | | |
| | | | | Six Months Ended June 30, |
| | | | | 2023 | | 2022 |
Risk-free interest rate | | | | | 4.73 | % | | 0.86 | % |
Expected term (in years) | | | | | 0.5 | | 0.5 |
Expected volatility | | | | | 47.8 | % | | 43.1 | % |
Expected dividend yield | | | | | 0 | % | | 0 | % |
2023 Inducement Plan
In May 2023, the board of directors adopted the Company’s 2023 Inducement Plan (the “Inducement Plan”) pursuant to which the Company reserved 330,000 shares of Class A common stock, to be used exclusively for grants of equity based awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards in the form of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and dividend equivalent rights. The Inducement Plan was adopted by the board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
In May 2023, pursuant to the Inducement Plan, the Company granted inducement awards to the Company's Senior Vice President Sales & Marketing in the form of an option to purchase 220,000 shares of the Company's Class A common stock with an exercise price per share equal to $0.83 and 110,000 restricted stock units. The option and restricted stock unit awards were granted as inducements material to the commencement of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).
As of June 30, 2023, no shares were available for future issuance under the Inducement Plan.
Stock-based compensation
Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2023 | | 2022 | | 2023 | | 2022 | | | | |
Cost of revenue | $ | 156 | | | $ | 164 | | | $ | 343 | | | $ | 264 | | | | | |
Research and development | 127 | | | 100 | | | 264 | | | 179 | | | | | |
Sales and marketing | 100 | | | 142 | | | 266 | | | 276 | | | | | |
General and administrative | 851 | | | 852 | | | 1,604 | | | 1,522 | | | | | |
Total stock-based compensation expense | $ | 1,234 | | | $ | 1,258 | | | $ | 2,477 | | | $ | 2,241 | | | | | |
As of June 30, 2023, total unrecognized compensation expense related to unvested stock options held by employees and directors was $6.1 million, which is expected to be recognized over a weighted average period of 2.2 years. Additionally, unrecognized compensation expense related to unvested restricted stock units held by employees and directors was $3.6 million, which is expected to be recognized over a weighted average period of 2.3 years.
11. Income taxes
During the three and six months ended June 30, 2023 and 2022, the pretax losses incurred by the Company, as well as the research and development tax credits generated, received no corresponding tax benefit because the Company concluded that it is more likely than not that the Company will be unable to realize the value of any resulting deferred tax assets. The Company will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future.
The Company’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate, adjusted for the effect of discrete items arising in that quarter.
The impact of such discrete items could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings or losses versus annual projections. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, a cumulative adjustment is made in that quarter.
The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. The Company has considered its history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As a result, as of June 30, 2023 and December 31, 2022 the Company has recorded a full valuation allowance against its net deferred tax assets.
The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by U.S. federal, state and international jurisdictions, where applicable. There are currently no pending tax examinations in the U.S. The Company has not received notice of examination by any jurisdictions in the U.S. As a result of a favorable outcome related to the tax examination for our German subsidiary, we recorded an income tax benefit of $0.6 million for the three and six months ended June 30, 2022.
12. Net loss per share
As of June 30, 2023, the Company had Class A common stock and Class B common stock. Both classes have the same rights to the Company’s earnings and neither of the shares have any prior or senior rights to dividends to other shares.
The Company reported a net loss for the three and six months ended June 30, 2023 and 2022, as such basic net loss per share was the same as diluted net loss per share. Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
| 2023 | | 2022 | | 2023 | | 2022 | | | | |
Numerator: | | | | | | | | | | | |
Net loss | $ | (14,016) | | | $ | (13,090) | | | $ | (27,903) | | | $ | (28,020) | | | | | |
Denominator: | | | | | | | | | | | |
Weighted average Class A common shares outstanding—basic and diluted | 37,584,268 | | 36,940,676 | | 37,422,632 | | 36,443,792 | | | | |
Weighted average Class B common shares outstanding—basic and diluted | 5,475,669 | | 5,553,379 | | 5,514,309 | | 5,902,815 | | | | |
Total shares for EPS—basic and diluted | 43,059,937 | | 42,494,055 | | 42,936,941 | | 42,346,607 | | | | |
Net loss per share attributable to Class A common stockholders—basic and diluted | $ | (0.33) | | | $ | (0.31) | | | $ | (0.65) | | | $ | (0.66) | | | | | |
Net loss per share attributable to Class B common stockholders—basic and diluted | $ | (0.33) | | | $ | (0.31) | | | $ | (0.65) | | | $ | (0.66) | | | | | |
The Company’s potentially dilutive securities, which include stock options, restricted stock, restricted stock units, and common stock warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares,
presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:
| | | | | | | | | | | |
| Three and Six Months Ended June 30, |
| 2023 | | 2022 |
Options to purchase common stock | 6,794,252 | | 5,673,128 |
Unvested restricted common stock | 1,765,693 | | 749,816 |
Warrants to purchase common stock | 286,324 | | 286,324 |
Options to purchase common stock under ESPP | 45,046 | | 46,477 |
| 8,891,315 | | 6,755,745 |
13. Leases
The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. See Note 2 for more information on the Company’s accounting policies for leases.
The Company leases office and manufacturing space under operating lease agreements that have initial terms ranging from approximately 8 to 10 years. The Company leases furniture under a financing lease agreement that has an initial term of approximately 8 years. Some leases include one or more options to renew, generally at the Company's sole discretion, with renewal terms that can extend the lease term by up to 5 years. In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. Options to extend a lease are included in the lease term when it is reasonably certain that the Company will exercise the option. Options to terminate a lease are excluded from the lease term when it is reasonably certain that the Company will not exercise the option. The Company’s leases generally do not contain any material restrictive covenants or residual value guarantees.
Supplemental cash flow information related to leases is as follows (in thousands):
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2023 | | 2022 |
Cash paid for amounts included in measurement of lease liabilities: | | | |
Operating cash outflows - payments on operating leases | $ | 632 | | | $ | 583 | |
Operating cash outflows - payments on financing leases | $ | 19 | | | $ | 21 | |
Financing cash outflows - payments on financing leases | $ | 18 | | | $ | 16 | |
Right-of-use assets obtained in exchange for new lease obligations: | | | |
Operating leases | $ | — | | | $ | 7,605 | |
Financing leases | $ | — | | | $ | 366 | |
Supplemental balance sheet information related to the Company’s operating and financing leases is as follows (in thousands):
| | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
Operating Leases: | | | |
Operating lease assets | $ | 6,293 | | | $ | 6,746 | |
| | | |
Accrued expenses and other current liabilities | $ | 763 | | | $ | 729 | |
Operating lease liabilities | 6,371 | | | 6,898 | |
Total operating lease liabilities | $ | 7,134 | | | $ | 7,627 | |
| | | |
Financing Leases: | | | |
Office furniture and fixtures | $ | 386 | | | $ | 386 | |
Accumulated depreciation | (93) | | | (69) | |
Net property, plant and equipment | $ | 293 | | | $ | 317 | |
| | | |
Current portion of long-term debt | $ | 39 | | | $ | 37 | |
Long-term debt | 284 | | | 304 | |
Total financing lease liabilities | $ | 323 | | | $ | 341 | |
| | | |
Weighted-average remaining lease term - operating leases (in years): | 6.04 | | 6.54 |
Weighted-average remaining lease term - financing leases (in years): | 6.00 | | |