Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-34180 | |
Entity Registrant Name | STANDARD BIOTOOLS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0513190 | |
Entity Address, Address Line One | 2 Tower Place, Ste 2000 | |
Entity Address, City or Town | South San Francisco, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 266-6000 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | LAB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 79,296,443 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001162194 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 60,200 | $ 28,451 |
Short-term investments | 124,968 | 0 |
Accounts receivable (net of allowances of $594 and $356 at September 30, 2022 and December 31, 2021, respectively) | 17,294 | 18,320 |
Inventories, net | 21,946 | 20,825 |
Prepaid expenses and other current assets | 4,609 | 4,470 |
Total current assets | 229,017 | 72,066 |
Property and equipment, net | 26,584 | 28,034 |
Operating lease right-of-use asset, net | 34,726 | 37,119 |
Other non-current assets | 3,119 | 3,689 |
Developed technology, net | 15,400 | 27,927 |
Goodwill | 106,069 | 106,379 |
Total assets | 414,915 | 275,214 |
Current liabilities: | ||
Accounts payable | 9,305 | 10,602 |
Accrued compensation and related benefits | 10,624 | 4,920 |
Operating lease liabilities, current | 3,515 | 3,053 |
Deferred revenue, current | 11,322 | 11,947 |
Deferred grant income, current | 3,656 | 3,535 |
Other accrued liabilities | 6,914 | 8,673 |
Advances under revolving credit agreement, current | 0 | 6,838 |
Term loan, current | 833 | 0 |
Total current liabilities | 46,169 | 49,568 |
Convertible notes, net | 54,499 | 54,160 |
Term loan, non-current | 9,386 | 10,049 |
Deferred tax liability | 620 | 4,329 |
Operating lease liabilities, non-current | 34,869 | 37,548 |
Deferred revenue, non-current | 4,430 | 5,966 |
Deferred grant income, non-current | 15,265 | 18,116 |
Other non-current liabilities | 1,171 | 882 |
Total liabilities | 166,409 | 180,618 |
Commitments and contingencies (Note 16) | ||
Redeemable preferred stock: $0.001 par value; 256 and no shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively; aggregate liquidation preference of $255,559 and $— as of September 30, 2022 and December 31, 2021, respectively | 311,253 | 0 |
Stockholders’ equity (deficit): | ||
Preferred stock: $0.001 par value, 9,744 and 10,000 shares authorized at September 30, 2022 and December 31, 2021, respectively; no shares issued and outstanding at either September 30, 2022 or December 31, 2021 | 0 | 0 |
Common stock: $0.001 par value, 400,000 and 200,000 shares authorized at September 30, 2022 and December 31, 2021, respectively; 79,246 and 76,919 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 79 | 77 |
Additional paid-in capital | 845,034 | 831,424 |
Accumulated other comprehensive loss | (2,609) | (907) |
Accumulated deficit | (905,251) | (735,998) |
Total stockholders’ equity (deficit) | (62,747) | 94,596 |
Total liabilities, mezzanine equity and stockholders’ equity (deficit) | $ 414,915 | $ 275,214 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances | $ 594 | $ 356 |
Redeemable preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Redeemable preferred stock, shares issued (in shares) | 256,000 | 0 |
Redeemable preferred stock, shares outstanding (in shares) | 256,000 | 0 |
Redeemable preferred stock, aggregate liquidation preference | $ 255,559 | $ 0 |
Preferred stock, shares authorized (in shares) | 9,744 | 10,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 400,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 79,246,000 | 76,919,000 |
Common stock, shares outstanding (in shares) | 79,246,000 | 76,919,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Total revenue | $ 25,646 | $ 28,504 | $ 70,927 | $ 92,316 |
Costs and expenses | ||||
Research and development | 8,650 | 9,209 | 30,121 | 29,403 |
Selling, general and administrative | 29,597 | 24,072 | 90,856 | 75,928 |
Total costs and expenses | 54,673 | 48,116 | 166,020 | 148,516 |
Loss from operations | (29,027) | (19,612) | (95,093) | (56,200) |
Interest expense | (1,049) | (968) | (3,141) | (2,751) |
Loss on forward sale of Series B Preferred Stock | 0 | 0 | (60,081) | 0 |
Loss on bridge loans | 0 | 0 | (13,719) | 0 |
Surplus funding from NIH Contract | 153 | 5,000 | 153 | 5,000 |
Other income (expense), net | (216) | 315 | (272) | 534 |
Loss before income taxes | (30,139) | (15,265) | (172,153) | (53,417) |
Income tax benefit | 713 | 1,422 | 2,900 | 3,609 |
Net loss | $ (29,426) | $ (13,843) | $ (169,253) | $ (49,808) |
Net loss per share, basic (in dollars per share) | $ (0.37) | $ (0.18) | $ (2.17) | $ (0.66) |
Net loss per share, diluted (in dollars per share) | $ (0.37) | $ (0.18) | $ (2.17) | $ (0.66) |
Shares used in computing net loss per share, basic (in shares) | 78,897 | 76,301 | 77,924 | 75,494 |
Shares used in computing net loss per share, diluted (in shares) | 78,897 | 76,301 | 77,924 | 75,494 |
Product revenue | ||||
Revenue | ||||
Total revenue | $ 19,312 | $ 21,937 | $ 51,535 | $ 69,292 |
Costs and expenses | ||||
Cost of revenue | 14,091 | 13,327 | 39,168 | 37,720 |
Service revenue | ||||
Revenue | ||||
Total revenue | 5,857 | 6,016 | 17,807 | 18,929 |
Costs and expenses | ||||
Cost of revenue | 2,335 | 1,508 | 5,875 | 5,465 |
Other revenue | ||||
Revenue | ||||
Total revenue | $ 477 | $ 551 | $ 1,585 | $ 4,095 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (29,426) | $ (13,843) | $ (169,253) | $ (49,808) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustment | (118) | (446) | (753) | (842) |
Net change in unrealized loss on investments | (238) | 0 | (949) | 0 |
Other comprehensive loss, net of tax | (356) | (446) | (1,702) | (842) |
Comprehensive loss | $ (29,782) | $ (14,289) | $ (170,955) | $ (50,650) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (169,253) | $ (49,808) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on forward sale of Series B Preferred Stock | 60,081 | 0 |
Loss on bridge loans | 13,719 | 0 |
Stock-based compensation expense | 13,199 | 11,738 |
Amortization of developed technology | 8,728 | 8,944 |
Depreciation and amortization | 2,680 | 2,744 |
Provision for excess and obsolete inventory | 7,239 | 1,539 |
Impairment of InstruNor developed technology intangible | 3,526 | 0 |
Amortization of debt discounts, premiums and issuance costs | 628 | 427 |
Other non-cash items | 165 | 397 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 1,123 | 11,438 |
Inventories | (7,810) | (7,467) |
Prepaid expenses and other assets | (83) | (2,720) |
Accounts payable | (1,501) | 1,412 |
Accrued compensation and related benefits | 5,561 | (5,394) |
Deferred revenue | (2,408) | (2,290) |
Other liabilities | (5,783) | (8,019) |
Net cash used in operating activities | (70,189) | (37,059) |
Investing activities | ||
Purchases of investments | (137,302) | 0 |
Proceeds from NIH Contract | 0 | 2,000 |
Proceeds from maturities of investments | 12,000 | 0 |
Purchases of property and equipment | (3,070) | (12,801) |
Net cash used in investing activities | (128,372) | (10,801) |
Financing activities | ||
Proceeds from bridge loans | 25,000 | 0 |
Proceeds from issuance of Series B Preferred Stock | 225,000 | 0 |
Proceeds from term loan | 0 | 10,000 |
Repayment of advances under revolving credit agreement | (6,838) | 0 |
Repayment of long-term debt | 0 | (501) |
Payment of debt and equity issuance costs | (12,547) | (35) |
Proceeds from exercise of stock options | 97 | 208 |
Proceeds from ESPP stock issuance | 497 | 685 |
Payments for taxes related to net share settlement of equity awards and other | (181) | (1,695) |
Net cash provided by financing activities | 231,028 | 8,662 |
Effect of foreign exchange rate fluctuations on cash and cash equivalents | (719) | (13) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 31,748 | (39,211) |
Cash, cash equivalents and restricted cash at beginning of period | 29,467 | 69,536 |
Cash, cash equivalents and restricted cash at end of period | 61,215 | 30,325 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 1,847 | 1,565 |
Cash paid for income taxes, net of refunds | 248 | 1,113 |
Non-cash right-of-use assets and lease liabilities | 503 | 2,241 |
Asset retirement obligations | $ 703 | $ 702 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 74,543 | ||||
Beginning balance at Dec. 31, 2020 | $ 139,050 | $ 75 | $ 815,624 | $ 112 | $ (676,761) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 420 | ||||
Issuance of restricted stock, net of shares withheld for taxes, and other | (525) | (525) | |||
Stock-based compensation expense | 3,677 | 3,677 | |||
Net loss | (18,821) | (18,821) | |||
Other comprehensive loss, net of tax | (443) | (443) | |||
Ending balance (in shares) at Mar. 31, 2021 | 74,963 | ||||
Ending balance at Mar. 31, 2021 | 122,938 | $ 75 | 818,776 | (331) | (695,582) |
Beginning balance (in shares) at Dec. 31, 2020 | 74,543 | ||||
Beginning balance at Dec. 31, 2020 | 139,050 | $ 75 | 815,624 | 112 | (676,761) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (49,808) | ||||
Other comprehensive loss, net of tax | (842) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 76,485 | ||||
Ending balance at Sep. 30, 2021 | 99,337 | $ 76 | 826,559 | (730) | (726,568) |
Beginning balance (in shares) at Mar. 31, 2021 | 74,963 | ||||
Beginning balance at Mar. 31, 2021 | 122,938 | $ 75 | 818,776 | (331) | (695,582) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 1,028 | ||||
Issuance of restricted stock, net of shares withheld for taxes, and other | (1,027) | $ 1 | (1,028) | ||
Issuance of common stock under ESPP (shares) | 139 | ||||
Issuance of common stock under ESPP | 685 | 685 | |||
Issuance of common stock from option exercises (shares) | 36 | ||||
Issuance of common stock from option exercises | 209 | 209 | |||
Stock-based compensation expense | 3,741 | 3,741 | |||
Net loss | (17,143) | (17,143) | |||
Other comprehensive loss, net of tax | 47 | 47 | |||
Ending balance (in shares) at Jun. 30, 2021 | 76,166 | ||||
Ending balance at Jun. 30, 2021 | 109,450 | $ 76 | 822,383 | (284) | (712,725) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 318 | ||||
Issuance of restricted stock, net of shares withheld for taxes, and other | (143) | $ 0 | (143) | ||
Issuance of common stock from option exercises (shares) | 1 | ||||
Issuance of common stock from option exercises | (1) | (1) | |||
Stock-based compensation expense | 4,320 | 4,320 | |||
Net loss | (13,843) | (13,843) | |||
Other comprehensive loss, net of tax | (446) | (446) | |||
Ending balance (in shares) at Sep. 30, 2021 | 76,485 | ||||
Ending balance at Sep. 30, 2021 | $ 99,337 | $ 76 | 826,559 | (730) | (726,568) |
Beginning balance (in shares) at Dec. 31, 2021 | 76,919 | 76,919 | |||
Beginning balance at Dec. 31, 2021 | $ 94,596 | $ 77 | 831,424 | (907) | (735,998) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 278 | ||||
Issuance of restricted stock, net of shares withheld for taxes, and other | (89) | (89) | |||
Issuance of common stock from option exercises (shares) | 2 | ||||
Issuance of common stock from option exercises | 2 | 2 | |||
Stock-based compensation expense | 4,042 | 4,042 | |||
Net loss | (76,288) | (76,288) | |||
Other comprehensive loss, net of tax | (150) | (150) | |||
Ending balance (in shares) at Mar. 31, 2022 | 77,199 | ||||
Ending balance at Mar. 31, 2022 | $ 22,113 | $ 77 | 835,379 | (1,057) | (812,286) |
Beginning balance (in shares) at Dec. 31, 2021 | 76,919 | 76,919 | |||
Beginning balance at Dec. 31, 2021 | $ 94,596 | $ 77 | 831,424 | (907) | (735,998) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock from option exercises (shares) | 31 | ||||
Net loss | $ (169,253) | ||||
Other comprehensive loss, net of tax | $ (1,702) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 79,246 | 79,246 | |||
Ending balance at Sep. 30, 2022 | $ (62,747) | $ 79 | 845,034 | (2,609) | (905,251) |
Beginning balance (in shares) at Mar. 31, 2022 | 77,199 | ||||
Beginning balance at Mar. 31, 2022 | 22,113 | $ 77 | 835,379 | (1,057) | (812,286) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 1,119 | ||||
Issuance of restricted stock, net of shares withheld for taxes, and other | (88) | $ 1 | (89) | ||
Issuance of common stock under ESPP (shares) | 309 | ||||
Issuance of common stock under ESPP | 497 | $ 1 | 496 | ||
Issuance of common stock from option exercises (shares) | 27 | ||||
Issuance of common stock from option exercises | 96 | 96 | |||
Stock-based compensation expense | 4,663 | 4,663 | |||
Net loss | (63,539) | (63,539) | |||
Other comprehensive loss, net of tax | (1,196) | (1,196) | |||
Ending balance (in shares) at Jun. 30, 2022 | 78,654 | ||||
Ending balance at Jun. 30, 2022 | (37,454) | $ 79 | 840,545 | (2,253) | (875,825) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 592 | ||||
Issuance of restricted stock, net of shares withheld for taxes, and other | (5) | (5) | |||
Stock-based compensation expense | 4,494 | 4,494 | |||
Net loss | (29,426) | (29,426) | |||
Other comprehensive loss, net of tax | $ (356) | (356) | |||
Ending balance (in shares) at Sep. 30, 2022 | 79,246 | 79,246 | |||
Ending balance at Sep. 30, 2022 | $ (62,747) | $ 79 | $ 845,034 | $ (2,609) | $ (905,251) |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of BusinessStandard BioTools Inc. (Standard BioTools, the Company, we, our or us) is driven by a bold vision – unleashing tools to accelerate breakthroughs in human health. We have an established portfolio of essential, standardized next-generation technologies that help biomedical researchers develop medicines faster and better. As a leading solutions provider, we provide reliable and repeatable insights in health and disease using our proprietary mass cytometry and microfluidics technologies that help transform scientific discoveries into better patient outcomes. Standard BioTools works with leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide, focusing on the most pressing needs in translational and clinical research, including oncology, immunology, and immunotherapy. The Company, formerly known as Fluidigm Corporation, changed its name to Standard BioTools Inc. in April 2022, in connection with the completion of the Private Placement Issuance (as defined and discussed in Note 3). The Company was founded in 1999 and is headquartered in South San Francisco, California. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of our wholly owned subsidiaries. As of September 30, 2022, we had wholly owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, Italy, the United Kingdom, China, Germany and Norway. All subsidiaries, except for Singapore, use their local currency as their functional currency. The Singapore subsidiary uses the U.S. dollar as its functional currency. All intercompany transactions and balances have been eliminated upon consolidation. In the audited financial statements and the related notes for the year ended December 31, 2021 included in our annual report on Form 10-K, filed with the U.S. Securities and Exchange Commission (SEC) on March 8, 2022, we disclosed that we had performed an assessment to determine whether there were conditions or events, considered in the aggregate, that raised substantial doubt about our ability to continue as a going concern for at least the twelve-month period following the date the financial statements were issued. We believed that our then-current level of cash and cash equivalents, together with committed financing facilities, were not sufficient to fund ongoing operations for at least the twelve-month period after the financial statements were issued. We subsequently closed the $225 million Preferred Equity Financing (as defined in Note 3). The completion of this financing eliminated the doubt about the Company’s ability to continue as a going concern. We believe our current levels of cash, cash equivalents, and short-term investments along with the funding available under the Revolving Credit Facility will be sufficient to support the operations of our business for at least the next 12 months. See Note 3 for further discussion. Certain prior period amounts in the condensed consolidated financial statements were reclassified to conform with the current period presentation. These reclassifications were immaterial and did not affect prior period total assets, total liabilities, stockholders’ equity, total revenue, total costs and expenses, loss from operations or net loss. Unaudited Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The condensed consolidated results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the full year or for any other year or interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2021 included in our annual report on Form 10-K, filed with the SEC on March 8, 2022. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base these estimates on historical experience, the current economic environment and on various other assumptions believed to be reasonable, which together form the basis for making judgments about the carrying values of assets and liabilities. The full extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on numerous evolving factors including, but not limited to, the magnitude and duration of the pandemic, the extent to which it will impact worldwide macroeconomic conditions, including the speed of recovery, and governmental and business reactions to the pandemic. We assessed certain accounting matters that generally require consideration of forecasted financial information, including the impact of COVID-19-related supply chain shortages, the war in Ukraine, and inflation. Assets and liabilities that rely on forecasted financial information to determine their carrying value include, but are not limited to, inventory, its related reserves, goodwill and other long-lived assets and liabilities. Actual results could differ materially from these estimates and could have a material adverse effect on our condensed consolidated financial statements. We also use significant judgment in determining the fair value of financial instruments, including debt and equity instruments. Foreign Currency Assets and liabilities of non-U.S. subsidiaries that use their local currency as their functional currency are translated into U.S. dollars at exchange rates in effect on the balance sheet date. Income and expense accounts are translated at monthly average exchange rates during the year. The adjustments resulting from the foreign currency translations are recorded in accumulated other comprehensive loss, a separate component of stockholders’ equity. Bridge Loans The $25 million Bridge Loans (as defined in Note 3) were recorded at fair value in January 2022 when the loans were issued. The Company elected to use the fair value option as of the issuance date that was available under Accounting Standards Codification (ASC) 825 Financial Instruments. The change in fair value of the Bridge Loans from inception to the April 4, 2022 closing date of the Private Placement Issuance is recorded as a non-operating loss on Bridge Loans in the condensed consolidated statement of operations. The Bridge Loans were reported as a non-current liability on the condensed consolidated balance sheet until their conversion. Upon conversion, the carrying value of the Bridge Loans was reclassified to Series B Redeemable Preferred Stock (as defined in Note 3). We had accrued interest daily on the outstanding principal amount of the Bridge Loans until they were converted, which was capitalized while the debt issuance costs were expensed when incurred. Private Placement Issuance See Note 3 for a detailed discussion of the transactions, including the accounting treatment, and additional information. Restructuring We record liabilities for costs associated with exit or disposal activities in the period in which the liability is incurred. Severance and other employee termination costs are primarily recorded when the actions become probable and estimable. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits are recognized ratably over the future service period. We record costs to implement business improvement programs, including external consulting and legal expenses, as they are incurred. Segment Reporting We have historically operated as a single reportable segment and managed our business operations and evaluated our financial performance on a consolidated basis. During the third quarter of 2022, our Chief Executive Officer (CEO), who is our Chief Operating Decision Maker (CODM), instituted the practice of evaluating operating performance and making resource allocation decisions using two reportable segments: mass cytometry and microfluidics. In the fourth quarter of 2022, we will begin referring to these two segments as proteomics and genomics, respectively. Each segment is identified by its unique portfolio of products We determine each segment’s loss from operations by subtracting direct expenses, including cost of product and service revenues, research and development (R&D) expense and sales and marketing expense, from revenues. Amortization, depreciation, and restructuring expense are included in each segment’s operating expenses. Corporate costs, including general and administrative expenses for functions shared by both operating segments such as executive management, human resources and finance, along with interest and taxes, are excluded from each segment’s results, which is consistent with how our CODM measures segment performance. See Note 14 for additional information. Series B Redeemable Preferred Stock The Purchase Agreements (as defined in Note 3) for the issuance of shares of Series B Preferred Stock were accounted for as forward sales contracts at fair value in accordance with ASC 480 Distinguishing Liabilities from Equities. The Series B Preferred Stock was treated as mezzanine equity and recorded at its fair value upon issuance, net of issuance costs due to its redemption features, such as change of control and liquidation preference, which are outside of the Company’s control. Subsequent remeasurement of the Series B Redeemable Preferred Stock amount presented within mezzanine equity to its redemption amount is not required since it is not probable that the instrument will become redeemable. Mezzanine equity which has characteristics of both liabilities and shareholders’ equity (deficit) is presented separately on the condensed consolidated balance sheets between these items because it has some characteristics of both. See Note 3 for additional information. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss generally consists of unrealized gains and losses on our investments and foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the condensed consolidated statements of comprehensive loss. The components of accumulated other comprehensive loss, net of tax, for the three and nine months ended September 30, 2022 are as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Loss on Investments Accumulated Other Comprehensive Loss Ending balance at December 31, 2021 $ (907) $ — $ (907) Other comprehensive loss (150) — (150) Ending balance at March 31, 2022 $ (1,057) $ — $ (1,057) Other comprehensive loss (485) (711) (1,196) Ending balance at June 30, 2022 $ (1,542) $ (711) $ (2,253) Other comprehensive loss (118) (238) (356) Ending balance at September 30, 2022 $ (1,660) $ (949) $ (2,609) Net Loss per Share Our basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The following potentially dilutive common shares were excluded from the computation (in thousands): Nine Months Ended September 30, 2022 2021 Stock options, restricted stock units and performance awards 14,253 8,234 Series B Preferred Stock 75,164 — 2019 Convertible Notes 18,966 18,966 2019 Convertible Notes potential make-whole shares 4,741 735 2014 Convertible Notes 10 10 Total 113,134 27,945 Potentially dilutive securities in the above table include the impact of the Series B Preferred Stock defined and discussed in Note 3. Recent Accounting Changes and Accounti ng Pronouncements Adoption of New Accounting Guidance In August 2020, the Financial Accounting Standards Board (FASB) issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment to this ASU reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification, which is expected to result in more convertible instruments being accounted for as a single unit, rather than being bifurcated between debt and equity. The new guidance is effective for fiscal years beginning after December 15, 2021. We adopted ASU 2020-06 effective January 1, 2022. The adoption of ASU 2020-06 did not have an impact on our 2014 Notes and 2019 Notes (each as defined in Note 8). In November 2021, the FASB issued ASU 2021-10 Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The amendment is effective for annual periods beginning after December 15, 2021. The amendment establishes financial disclosure requirements for business entities that receive government assistance that the entities account for by analogizing to a grant or contribution model because there is no specific authoritative guidance under U.S. GAAP that applies to the transaction. Entities that receive this type of assistance should include the following information in their annual report: (1) the nature of the transaction, (2) the significant terms and conditions, (3) the accounting treatment, (4) the line items on the balance sheet and income statement that are affected along with (5) the respective amounts that have been recorded. We adopted ASU 2021-10 effective January 1, 2022. The adoption of ASU 2021-10 did not have a material impact on our financial statements. Recent Accounting Pronouncements None. |
Private Placement Issuance
Private Placement Issuance | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Private Placement Issuance | Private Placement Issuance Overview of Transactions On January 23, 2022, we entered into (i) a Loan Agreement (the Casdin Bridge Loan Agreement) with Casdin Private Growth Equity Fund II, L.P. and Casdin Partners Master Fund, L.P. (collectively, Casdin) and (ii) a Loan Agreement (the Viking Bridge Loan Agreement, and together with the Casdin Bridge Loan Agreement, the Bridge Loan Agreements) with Viking Global Opportunities Illiquid Investments Sub-Master LP and Viking Global Opportunities Drawdown (Aggregator) LP (collectively, Viking and, together with Casdin, the Purchasers and each, a Purchaser). Each Bridge Loan Agreement provided for a $12.5 million term loan (the Bridge Loans) to the Company. The Bridge Loans were fully drawn on January 24, 2022. The Bridge Loans automatically converted into Series B Preferred Stock, defined below, upon the completion of the Preferred Equity Financ ing, defined below. Also on January 23, 2022, we entered into separate Series B Convertible Preferred Stock Purchase Agreements (the Purchase Agreements) with each of Casdin and Viking pursuant to which at the closing of the transactions contemplated thereby, and on the terms and subject to the conditions set forth therein, including the approval of our stockholders, we issued and sold an aggregate of $225 million of convertible preferred stock on April 4, 2022, consisting of: (i) 112,500 shares of the Company’s Series B-1 Convertible Preferred Stock, par value $0.001 per share (the Series B-1 Preferred Stock), at a purchase price of $1,000 per share to Casdin; and (ii) 112,500 shares of the Company’s Series B-2 Convertible Preferred Stock, par value $0.001 per share (the Series B-2 Preferred Stock, and together with the Series B-1 Preferred Stock, the Series B Preferred Stock or the Series B Redeemable Preferred Stock) at a purchase price of $1,000 per share to Viking (the Preferred Equity Financing, and together with the issuance of shares of Series B Preferred Stock in connection with the conversion of the Bridge Loans, the Private Placement Issuance). The rights, preferences and privileges of the Series B Preferred Stock are set forth in the Series B-1 Certificate of Designations and Series B-2 Certificate of Designations (collectively, the Series B Certificates of Designations). The Series B Preferred Stock ranks senior to our common stock with respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The holders of Series B Preferred Stock are entitled to participate in all dividends declared on our common stock on an as-converted basis, on the terms and subject to the conditions set forth in the Series B Certificates of Designations. Our board of directors called a meeting (Special Meeting) to ask our stockholders to consider, vote upon and approve (i) a proposal to amend our Eighth Amended and Restated Certificate of Incorporation (the Charter) to, among other things, increase the number of shares of common stock, par value $0.001 per share, that we are authorized to issue from two hundred million (200,000,000) shares to four hundred million (400,000,000) shares and to change the Company’s name to Standard BioTools Inc. (the Charter Amendment Proposal); (ii) a proposal to approve, in accordance with Nasdaq Listing Rule 5635, the issuance of (A) the Series B-1 Preferred Stock and the Series B-2 Preferred Stock pursuant to the Purchase Agreements, (B) the Series B-1 Preferred Stock and the Series B-2 Preferred Stock issuable pursuant to the terms of the Bridge Loan Agreements and (C) the common stock issuable upon the conversion of the Series B Preferred Stock (the Private Placement Issuance Proposal); and (iii) a proposal to adjourn the Special Meeting if the Special Meeting were convened and a quorum were present, but there were not sufficient votes to approve the Charter Amendment Proposal and the Private Placement Issuance Proposal (the Adjournment Proposal, and, together with the Private Placement Issuance Proposal and the Charter Amendment Proposal, the Stockholder Proposals). Each of the Private Placement Issuance Proposal and Charter Amendment Proposal were conditioned on the approval of the other proposal, and neither proposal would take effect unless both were approved by our stockholders. Our stockholders approved the Charter Amendment Proposal and Private Placement Issuance Proposal on April 1, 2022. The Private Placement Issuance closed on April 4, 2022. Upon closing, 225,000 shares of Series B Preferred Stock were issued in accordance with the Purchase Agreements and the Bridge Loans converted into 30,559 shares of Series B Preferred Stock, for a total of 255,559 shares of Series B Preferred Stock. The proceeds of the Private Placement Issuance have been and will be used to fund expenses related to the Private Placement Issuance, as well as working capital, general corporate purposes and potential future merger and acquisition opportunities that we may identify from time to time. Series B Redeemable Preferred Stock Preferred stock is classified as debt, equity or mezzanine equity based on its redemption features. Preferred stock with redemption features outside of the control of the issuer, such as contingent redemption features, is classified as mezzanine equity. We recorded the Series B Preferred Stock as mezzanine equity at its fair value upon issuance, net of any issuance costs, on the condensed consolidated balance sheet as of September 30, 2022 because it had features, such as change of control and liquidation preference, which are outside of the Company’s control. Subsequent adjustment of the amount presented within mezzanine equity to its redemption amount is unnecessary as it is not probable that the instrument will become redeemable. Upon closing, the value of the Bridge Loans and the Purchase Agreements, discussed in detail below, were reclassified and included in the carrying value of the Series B Redeemable Preferred Stock. The carrying value of the Series B Redeemable Preferred Stock as of April 4, 2022 was $311.3 million and was unchanged as of September 30, 2022. T he components of the carrying value of the Series B Redeemable Preferred Stock are as follows (in thousands): September 30, 2022 Proceeds from Purchase Agreements $ 225,000 Proceeds from Bridge Loans 25,000 Loss on Forward Purchase Agreements 60,081 Loss on Bridge Loans 13,719 Less equity issuance costs (12,547) Total Series B Redeemable Preferred Stock $ 311,253 The Series B Preferred Stock Certificates of Designations contain several conversion rights, redemption features and other key provisions described below. Holder Voluntary Conversion Rights The Series B Preferred Stock is convertible at the option of the holders thereof at any time into a number of shares of common stock equal to the Conversion Rate (as defined in the Series B Certificates of Designations), which is initially 294.1176 shares of common stock per share of Series B Preferred Stock, in each case subject to certain adjustments and certain limitations on conversion. Issuer Call Provision At any time after the fifth anniversary of the closing of the Private Placement Issuance, if the last reported sale price of the common stock is greater than 250% of the Conversion Price (as defined in the Series B Certificates of Designations) as of such time for at least 20 consecutive trading days, we may elect to convert all of the outstanding shares of Series B Preferred Stock into shares of common stock. Issuer Redemption Provision After the seventh anniversary of the closing of the Private Placement Issuance, subject to certain conditions, we may, at our option, redeem all of the outstanding shares of Series B Preferred Stock at a redemption price per share of Series B Preferred Stock, payable in cash, equal to the Liquidation Preference (as defined in the Series B Certificates of Designations). Change of Control Provisions If we undergo certain change of control transactions, each holder of outstanding shares of Series B Preferred Stock will have the option, subject to the holder’s right to convert all or a portion of the shares of Series B Preferred Stock held by such holder into common stock, to require us to purchase all or a portion of such holder’s outstanding shares of Series B Preferred Stock that have not been converted into common stock at a purchase price per share of Series B Preferred Stock, payable in cash, equal to the greater of (A) the Liquidation Preference of such share of Series B Preferred Stock, and (B) the amount of cash and/or other assets that such holder would have been entitled to receive if such holder had converted such share of Series B Preferred Stock into common stock immediately prior to the change of control transaction (Change of Control Put). In the event of a change of control in which we are not expected to be the surviving corporation or our common stock will no longer be listed on a U.S. national securities exchange, we will have a right to redeem, subject to the holder’s right to convert into common stock prior to such redemption, all of such holder’s shares of Series B Preferred Stock, or if a holder exercises the Change of Control Put in part, the remainder of such holder’s shares of Series B Preferred Stock, at a redemption price per share payable in cash, equal to the greater of (A) the Liquidation Preference of such share of Series B Preferred Stock, and (B) the amount of cash and/or other assets that the holder would have received if such holder had converted such share of Series B Preferred Stock into common stock immediately prior to the change of control transaction. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the Series B Preferred Stock has a liquidation preference equal to the greater of (i) the Liquidation Preference (as defined in the Series B Certificates of Designations, currently $3.40) and (ii ) the amount per share of Series B Preferred Stock that such holder would have received had all holders of Series B Preferred Stock, immediately prior to such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, converted all shares of Series B Preferred Stock into common stock pursuant to the terms of the Series B Certificates of Designations (without regard to any limitations on conversion contained therein). Series B Convertible Preferred Stock Purchase Agreements The Purchase Agreements for the issuance of 225,000 shares of Series B Preferred Stock for $225 million were accounted for as forward sales contracts at fair value in accordance with ASC 480 Distinguishing Liabilities from Equities because the Series B Preferred Stock included certain contingent redemption features which created an obligation for the Company to repurchase its shares. The fair value of the Series B Preferred Stock payable portion of the forward sales contracts was determined using a Monte Carlo Simulation (MCS). The MCS analysis used a random-walk process to simulate the value of our common stock and the resulting impact on the value of our Series B Preferred Stock, given the convertibility of the Series B Preferred Stock into cash or our common stock under several scenarios, as well as various provisions discussed above. The fair value of the 225,000 shares of Series B Preferred Stock was determined to be $262.8 million as of March 31, 2022 and $285.1 million as of April 4, 2022. The $22.3 million increase in the fair value of the Series B Preferred Stock from March 31, 2022 to April 4, 2022 was included in the loss on forward sale of Series B Preferred Stock on the condensed consolidated statement of operations for the three months ended June 30, 2022. The loss was primarily due to the increase in our common stock price from $3.59 per share on March 31, 2022 to $3.99 per share on April 4, 2022. The $60.1 million loss on forward sales of Series B Preferred Stock for the nine months ended September 30, 2022 reflected the increase in the share price of our common stock from $2.84 per share at the inception of the contracts to $3.99 per share as of April 4, 2022 and the value of the various conversion rights and key provisions discussed above. Bridge Loans Prior to their conversion, the Bridge Loans bore interest (i) from and including the effective date of the Bridge Loan Agreements to but excluding March 1, 2022, at a rate of 10% per annum, (ii) from and including March 1, 2022 to but excluding June 1, 2022, at a rate of 12% per annum, (iii) from and including June 1, 2022 to but excluding September 1, 2022, at a rate of 14% per annum, and (iv) from and including September 1, 2022 and thereafter, at a rate of 16% per annum. Interest accrued daily and was payable in kind by adding the accrued interest to the outstanding principal amount. Unless earlier converted, the outstanding principal amount of the Bridge Loans (inclusive of principal and accrued and unpaid interest) was due and payable in cash on the maturity date. The Bridge Loans automatically converted into Series B Preferred Stock upon the closing of the Private Placement Issuance, in accordance with the terms of the Bridge Loan Agreements. The Bridge Loans converted into a number of shares of Series B Preferred Stock equal to (i) the then-outstanding principal amount of the applicable Bridge Loan (including any interest added to the original principal amount thereof) plus accrued and unpaid interest (together, the Conversion Amount) on the Bridge Loans divided by $1,000 multiplied by (ii) the Conversion Price (as defined in the Series B Certificates of Designations) divided by $2.84. If the Series B Preferred Stock had not been approved for issuance by our stockholders, or the Purcha se Agreements were terminated, then the Bridge Loans would have become convertible, at each lender’s option, into common stock, par value $0.001 per share, of the Company at an initial conversion rate of 352.1126 shares of common stock per $1,000.00 of the Conversion Amount, subject to the cap set forth in the Bridge Loan Agreements. Applying the guidance in ASC 825 Financial Instruments, we elected to record the Bridge Loans at their fair value. We employed a probability‐weighted expected return method in our valuation analysis of the Bridge Loans. Specifically, our analysis contemplated two scenarios: 1) our stockholders approve the transaction (Approval Scenario) and 2) our stockholders do not approve the transaction (Disapproval Scenario). To estimate the fair value of the Bridge Loans pursuant to the Approval Scenario, we employed a Monte Carlo Simulation (MCS) analysis, discussed above, based on the underlying Series B Preferred Stock into which the Bridge Loans were convertible. The change in fair value of the Bridge Loans from inception to conversion on April 4, 2022 is included as a non-operating loss on Bridge Loans in the condensed consolidated statement of operations. The loss on Bridge Loans was $13.7 million for the nine months ended September 30, 2022. The loss was attributable to the increase in our share price from the inception of the Bridge Loans to the April 4, 2022 closing date. |
NIH Contract
NIH Contract | 9 Months Ended |
Sep. 30, 2022 | |
Research and Development [Abstract] | |
NIH Contract | NIH ContractIn September 2020, we executed a definitive contract with the National Institutes of Health (NIH), which amended the letter contract we entered into with NIH in July 2020 (collectively, the NIH Contract), under the NIH Rapid Acceleration of Diagnostics (RADx) program to support the expansion of our production capacity and throughput capabilities for COVID-19 test products that use our microfluidics technology. We completed the required milestones in 2021 and received the total NIH Contract value of $34.0 million. Proceeds from the NIH Contract have been used primarily for capital expenditures to expand production capacity and, to a lesser extent, to offset applicable operating costs. The non-operating income recognized from the grant proceeds received in excess of the amounts spent for capital expenditures and operating expenses incurred is reflected on the condensed consolidated statement of operations as surplus funding from the NIH contract. The following table summarizes the activity under the NIH Contract as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Cash receipts from milestones achieved $ 34,016 $ 34,016 Cumulative amounts applied against operating costs (excluding depreciation) (4,526) (4,522) Cumulative amounts applied against depreciation expense for assets placed in service (3,276) (703) Cumulative amounts recognized as non-operating income (7,293) (7,140) Total deferred grant income $ 18,921 $ 21,651 Assets placed in service, gross $ 22,197 $ 16,890 Construction-in-progress — 3,909 Cumulative amounts applied against depreciation expense for assets placed in service (3,276) (703) Carrying value of property and equipment, net 18,921 20,096 Estimated future capital expenditures — 1,555 Total deferred grant income $ 18,921 $ 21,651 Deferred grant income, current $ 3,656 $ 3,535 Deferred grant income, non-current 15,265 18,116 Total deferred grant income $ 18,921 $ 21,651 The current portion of deferred grant income on our condensed consolidated balance sheet represents the amounts expected to be offset against depreciation expense over the next twelve months. The non-current portion of deferred grant income includes amounts expected to be offset against depreciation expense in later periods. We spent a total of $22.2 million on cap ital expenditures associated with the NIH Contract. As of September 30, 2022, the capacity expansion project has been completed and all of the related assets have been placed in service. During the three months ended |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The following tables present our revenue based upon the geographic location of our customers’ facilities, and by segment, for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Americas $ 11,119 $ 13,013 $ 33,482 $ 47,656 EMEA 8,074 10,108 22,352 28,470 Asia-Pacific 6,453 5,383 15,093 16,190 Total revenue $ 25,646 $ 28,504 $ 70,927 $ 92,316 Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Mass Cytometry Microfluidics Total Mass Cytometry Microfluidics Total Product and service revenue $ 14,266 $ 10,903 $ 25,169 $ 15,837 $ 12,116 $ 27,953 Other revenue 300 177 477 — 551 551 Total revenue $ 14,566 $ 11,080 $ 25,646 $ 15,837 $ 12,667 $ 28,504 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Mass Cytometry Microfluidics Total Mass Cytometry Microfluidics Total Product and service revenue $ 37,914 $ 31,428 $ 69,342 $ 46,498 $ 41,723 $ 88,221 Other revenue 850 735 1,585 — 4,095 4,095 Total revenue $ 38,764 $ 32,163 $ 70,927 $ 46,498 $ 45,818 $ 92,316 Revenue from customers in the United States represented $10.6 million and $12.0 million, or 41% and 42% of total revenue, respectively, for the three months ended September 30, 2022 and 2021. For the nine months ended September 30, 2022 and 2021, respectively, revenue from domestic customers totaled $31.2 million and $45.6 million, or 44% and 49% of total revenue. Revenue from customers in China and Sweden totaled $3.2 million and $2.7 million, or 12% and 11% of total revenue, respectively, for the three months ended September 30, 2022. For the three months ended September 30, 2021, revenue from customers in China totaled $3.2 million, or 11% or total revenue. For the nine months ended September 30, 2022 and 2021, revenue from customers in China totaled $7.7 million and $8.7 million, or 11% and 9% of total revenue, respectively. With the exception of China and Sweden, no foreign country had revenue in excess of 10% of total revenue during any periods presented in this report. Most of our principal operations, other than manufacturing and our decision-making functions, continue to be located at our corporate headquarters in the United States. One microfluidics customer accounted for 15% and 10% of our total revenues for the three and nine months ended September 30, 2022. No single customer represented more than 10% of total revenue for the same periods in 2021. Revenue from our five largest customers represented 28% and 21% of total revenue for the three months ended September 30, 2022, and 2021, respectively. For the nine months ended September 30, 2022 and 2021, revenue from our five largest customers represented 19%, and 22% of total revenue, respectively. Refer to Note 14 Segment Reporting for additional information. Unfulfilled Performance Obligations We reported $17.9 million of deferred revenue on our December 31, 2021 consolidated balance sheet. During the nine months ended September 30, 2022, $9.5 million of the opening balance was recognized as revenue and $7.4 million of net additional advance payments were received from customers, primarily associated with instrument service contracts. At September 30, 2022, we reported $15.8 million of deferred revenue. We expect to recognize revenue from unfulfilled performance obligations associated with service contracts that were partially completed as of September 30, 2022 in the following periods (in thousands): Fiscal Year Expected Revenue (1) 2022 remainder of the year $ 4,262 2023 9,402 2024 4,606 Thereafter 2,920 Total $ 21,190 _______ (1) Expected revenue includes both billed amounts included in deferred revenue and $5.4 million of unbilled amounts that are not reflected in our condensed consolidated financial statements and are subject to change if our customers decide to cancel or modify their contracts. Purchase orders for instrument service contracts can generally be canceled before the service period begins without penalty. We apply the practical expedient that permits us not to disclose information about unsatisfied performance obligations for service contracts with an expected term of one year or less. Customer Concentration One customer accounted for $2.7 million, or 15%, of our trade accounts receivable, net as of September 30, 2022 . No customer had an outstanding trade accounts receivable balance that represented more than 10% of net trade receivables as of December 31, 2021. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net In connection with our acquisition of DVS Sciences, Inc. (DVS) in February 2014, we recognized $104.1 million of goodwill and $112.0 million of long-lived intangible assets associated with DVS’ developed technology. In the first quarter of 2020, we recognized $2.2 million (Euro 2.0 million) of goodwill and $5.4 million (Euro 4.9 million) of developed technology from the InstruNor AS (InstruNor) acquisition. Goodwill and long-lived intangible assets are tested for impairment either annually during the fourth quarter of the fiscal year or whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. To test for impairment, a qualitative assessment is initially performed. The qualitative evaluation includes assessing significant events and circumstances such as our current operating results, assumptions about our future performance, strategic initiatives and overall economic factors, including the ongoing global COVID-19 pandemic, in order to determine if potential indicators of impairment exist. If indicators of impairment are identified during the qualitative test, a quantitative impairment test is performed. As a result of our operating and reporting segment change and the significant decline in our share price during the three months ended September 30, 2022, we performed quantitative impairment tests for goodwill and our long-lived intangibles as of August 31, 2022 and as of September 30, 2022 and concluded that no impairment charge was necessary. In determining the fair value of our two operating segments, significant assumptions including forecasted cash flows (revenue growth rates), discount rates, earnings multiples and an implied control premium were utilized. As these assumptions are inherently judgmental and subject to uncertainty, future impairments that cannot be reasonably estimated, but could be material, may occur. Intangible assets include patents and licenses, which are included in other non-current assets on our condensed consolidated balance sheet. Intangibl e assets, net, were as follows (in thousands): September 30, 2022 Gross Amount Accumulated Amortization and Impairment Net Weighted-Average Amortization Period Developed technology $ 116,753 $ (101,353) $ 15,400 10.0 years Patents and licenses $ 11,245 $ (10,500) $ 745 7.0 years December 31, 2021 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 117,503 $ (89,576) $ 27,927 9.9 years Patents and licenses $ 11,257 $ (10,000) $ 1,257 7.0 years Total amortization expense was $2.9 million and $3.1 million for the three months ended September 30, 2022 and 2021, respectively. Total amortization expense for the nine months ended September 30, 2022 and 2021 was $9.2 million and $9.5 million, respectively. A $3.5 million impairment charge on InstruNor’s developed technology intangible asset was recorded in research and development expense in the second quarter of 2022 and is reflected in accumulated amortization in the above table. Based on the carrying value of intangible assets as of September 30, 2022, our estimated future amortization expense is as follows (in thousands): Fiscal Year Developed Technology Amortization Expense Patents and Licenses Amortization Expense Total 2022 remainder of the year $ 2,800 $ 168 $ 2,968 2023 11,200 571 11,771 2024 1,400 6 1,406 Total $ 15,400 $ 745 $ 16,145 |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Cash and cash equivalents $ 60,200 $ 28,451 Restricted cash 1,015 1,016 Total cash, cash equivalents and restricted cash $ 61,215 $ 29,467 Restricted cash of $1.0 million is included in other non-current assets while the remainder of restricted cash is included in prepaid expenses and other current assets on the September 30, 2022 and December 31, 2021 condensed consolidated balance sheets. Inventories, net Inventories, net consisted of the follo wing as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Raw materials $ 12,540 $ 9,345 Work-in-process 372 867 Finished goods 9,034 10,613 Total inventories, net $ 21,946 $ 20,825 Property and Equipment, net Property and equipment, net consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Laboratory and manufacturing equipment $ 33,449 $ 30,260 Leasehold improvements 12,118 12,095 Computer equipment and software 5,867 5,759 Office furniture and fixtures 1,850 2,074 Property and equipment, gross 53,284 50,188 Less accumulated depreciation and amortization (28,168) (26,703) Construction-in-progress 1,468 4,549 Property and equipment, net $ 26,584 $ 28,034 Accrued Compensation and Related Benefits Accrued compensation and related benefits, which are included in current liabilities on the condensed consolidated balance sheets consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Accrued incentive compensation $ 1,928 $ 14 Accrued vacation 3,353 3,388 Accrued payroll taxes and other 1,796 1,411 Accrued severance and retention payments 2,640 107 Accrued restructuring 907 — Accrued compensation and related benefits $ 10,624 $ 4,920 Refer to Note 15 for additional information on restructuring. Warranty Accrued warranty is included in current other accrued liabilities on our condensed consolidated balance sheets. Activity for our warranty accrual for the nine months ended September 30, 2022 and 2021 is summarized below (in thousands): Nine Months Ended September 30, 2022 2021 Beginning balance $ 1,170 $ 1,663 Accrual for current period warranties 241 554 Warranty costs incurred (875) (713) Ending balance $ 536 $ 1,504 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2014 Senior Convertible Notes (2014 Notes) and 2019 Senior Convertible Notes (2019 Notes) The carrying values of the components of the 2014 Notes and 2019 Notes are as follows (in thousands): September 30, 2022 December 31, 2021 2.75% 2014 Notes due 2034 Principal amount $ 578 $ 578 Unamortized debt discount (8) (8) Unamortized debt issuance cost (2) (2) Net carrying value of 2014 Notes $ 568 $ 568 5.25% 2019 Notes due 2024 Principal amount $ 55,000 $ 55,000 Unamortized debt issuance cost (1,069) (1,408) Net carrying value of 2019 Notes $ 53,931 $ 53,592 Net carrying value of all Notes $ 54,499 $ 54,160 2014 Senior Convertible Notes (2014 Notes) In February 2014, we closed an underwritten public offering of 2014 Notes. In 2019, the outstanding 2014 Notes were largely refinanced with the 2019 Notes, as discussed below. The effective interest rate on the 2014 Notes, reflecting the impact of debt discounts and issuance costs, is approximately 3% per annum. The 2014 Notes will mature on February 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the 2014 Notes. Holders may require us to repurchase all or a portion of their 2014 Notes on each of February 6, 2024 and February 6, 2029, at a repurchase price in cash equal to 100% of the principal amount of the 2014 Notes plus accrued and unpaid interest. As provided by the indenture governing the 2014 Notes, in February 2021, holders of $0.5 million of the 2014 Notes required us to repurchase their notes at 100% of the principal amount plus accrued and unpaid interest. As of September 30, 2022, there was $0.6 million aggregate principal of the 2014 Notes outstanding. 2019 Senior Convertible Notes (2019 Notes) In November 2019, we issued $55.0 million aggregate principal amount of 2019 Notes. Net proceeds of the 2019 Notes issuance were $52.7 million, after deductions for commissions and other debt issuance costs. $51.8 million of the proceeds of the 2019 Notes were used to retire $50.2 million aggregate principal amount of our 2014 Notes, leaving $1.1 million of aggregate principal value of 2014 Notes then outstanding. The 2019 Notes bear interest at 5.25% per annum, payable semiannually on June 1 and December 1 of each year. The 2019 Notes will mature on December 1, 2024, unless earlier repurchased or converted pursuant to their terms. The 2019 Notes will be convertible at the option of the holder at any point prior to the close of business on the second scheduled trading day preceding the maturity date. The initial conversion rate of the 2019 Notes is 344.8276 shares of our common stock per $1,000 principal amount of 2019 Notes (which is equivalent to an initial conversion price of approximately $2.90 per share). The conversion rate is subject to adjustment upon the occurrence of certain specified events. Those certain specified events include voluntary conversion of the 2019 Notes prior to our exercise of the Issuer’s Conversion Option (as defined below) or in connection with a make-whole fundamental change, entitling the holders, under certain circumstances, to a make-whole premium in the form of an increase in the conversion rate determined by reference to a make-whole table set forth in the indenture governing the 2019 Notes. The conversion rate will not be adjusted for any accrued and unpaid interest. The 2019 Notes will also be convertible at our option upon certain conditions in accordance with the terms of the indenture governing the 2019 Notes. On or after December 1, 2021 to December 1, 2022, if the volume-weighted average price of our common stock has equaled or exceeded 150% of the Conversion Price (as defined in the indenture governing the 2019 Notes) then in effect for a specified number of days (Issuer’s Conversion Option), we may, at our option, elect to convert the 2019 Notes in whole but not in part into shares of our common stock, determined in accordance with the terms of the indenture governing the 2019 Notes. On or after December 1, 2022, if the volume-weighted average price of our common stock has equaled or exceeded 130% of the Conversion Price then in effect for a specified number of days, we may, at our option, elect to convert the 2019 Notes in whole but not in part into shares of our common sto ck, deter mined in accordance with the terms of the indenture governing the 2019 Notes. Offering-related costs for the 2019 Notes were capitalized as debt issuance costs and are recorded as an offset to the carrying value of the 2019 Notes. The effective rate on the 2019 Notes is 8.2% per annum. Revolving Credit Facility and Term Loan, net The carrying values of our term loan and advances under the Credit Facility (as defined below) are as follows (in thousands): September 30, 2022 December 31, 2021 Term Loan Principal amount $ 10,000 $ 10,000 End of term fee accretion 241 79 Unamortized debt issuance cost (22) (30) Net carrying value of term loan 10,219 10,049 Less: term loan, current 833 — Term loan, non-current $ 9,386 $ 10,049 Revolving Credit Facility Carrying value of advances under credit agreement $ — $ 6,838 In August 2018, we entered into a revolving credit facility with Silicon Valley Bank (as amended, the Revolving Credit Facility) in an aggregate principal amount of up to the lesser of (i) $15.0 million (Maximum Amount) or (ii) the sum of (a) 85% of our eligible receivables and (b) 50% of our eligible inventory, in each case, subject to certain limitations (Borrowing Base), provided that the amount of eligible inventory that may be counted towards the Borrowing Base shall be subject to a cap as set forth in the Revolving Credit Facility. On August 2, 2021, we amended our Revolving Credit Facility to extend the maturity date to August 2, 2023 and to provide for a new $10.0 million term loan facility (the Term Loan Facility and, together with the Revolving Credit Facility, the Credit Facility). The stated maturity of the Term Loan Facility is July 1, 2025. However, if the principal amount of our convertible debt exceeds $0.6 million as of June 1, 2024 or if the maturity of our 2019 Notes has not been extended beyond January 1, 2026 by June 1, 2024, then the maturity date of the Term Loan Facility will be June 1, 2024. The Credit Facility is collateralized by substantially all our property, other than intellectual property. The Credit Facility also includes a financial covenant that requires us to maintain a minimum Adjusted Quick Ratio (as defined in the Credit Facility) of at least 1.25 to 1.00. The interest rate on advances made under the Revolving Credit Facility is the greater of (i) prime rate plus 0.50% or (ii) 5.25% per annum. Interest on any outstanding amounts is due and payable monthly and the principal balance is due at maturity, though loans can be prepaid at any time without penalty. Fees for the Revolving Credit Facility include an annual commitment fee of $112,500 and a quarterly unused line fee of 0.75% per annum based on the availability amount. Total availability un der the Revolving Credit Facility as of September 30, 2022 was $12.5 million . There were no borrowings outstanding under the Revolving Credit Facility at September 30, 2022. As of September 30, 2022, the Term Loan Facility was fully drawn. The interest rate on the Term Loan Facility is the greater of 4.0% or a floating per annum rate equal to three quarters of one percentage point (0.75%) above the prime rate. Interest on any outstanding term loan advances is due and payable monthly. In addition to the monthly interest payments, a final payment equal to 6.5% of the original principal amount of each advance is due on the earlier of the maturity date or the date the advance is repaid. Principal balances are required to be repaid in twenty-four equal installments beginning on |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for buildings, equipment and vehicles. Existing leases have remaining terms ranging from less than one year to seven years. Some leases contain options to extend the lease, typically for periods of up to five years, along with termination options. In August 2022, we entered into an agreement to sublease approximately 25% of our corporate headquarters location in South San Francisco for a period of 39 months. We expect to recognize $4.7 million of sublease income over the lease term commencing in October 2022. Supplemental balance sheet information related to our leases as of September 30, 2022 and December 31, 2021 is as follows (in thousands, except for discount rate and lease term): September 30, 2022 December 31, 2021 Operating lease right-of-use buildings $ 43,520 $ 43,457 Operating lease right-of-use equipment 72 84 Operating lease right-of-use vehicles 541 676 Total operating lease right-of-use assets, gross 44,133 44,217 Accumulated amortization (9,407) (7,098) Total operating lease right-of-use assets, net $ 34,726 $ 37,119 Operating lease liabilities, current $ 3,515 $ 3,053 Operating lease liabilities, non-current 34,869 37,548 Total operating lease liabilities $ 38,384 $ 40,601 Weighted average remaining lease term (in years) 7.0 7.7 Weighted average discount rate per annum 11.8 % 11.7 % |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following tables summarize our cash, cash equivalents, restricted cash, and available-for-sale securities by significant investment category within the fair value hierarchy as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Amortized Cost Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Cash- Restricted Assets: Cash and money market funds $ 60,200 $ — $ 60,200 $ 60,200 $ — $ — Cash-restricted 1,015 — 1,015 — — 1,015 Total cash, cash equivalents and restricted cash $ 61,215 $ — $ 61,215 $ 60,200 $ — $ 1,015 Available-for-sale: Level I: U.S. treasury securities $ 125,917 $ (949) $ 124,968 $ — $ 124,968 $ — Total $ 187,132 $ (949) $ 186,183 $ 60,200 $ 124,968 $ 1,015 December 31, 2021 Amortized Cost Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Cash- Restricted Assets: Cash and money market funds $ 28,451 $ — $ 28,451 $ 28,451 $ — $ — Cash-restricted 1,016 — 1,016 — — 1,016 Total cash, cash equivalents and restricted cash $ 29,467 $ — $ 29,467 $ 28,451 $ — $ 1,016 Available-for-sale: Level I: U.S. treasury securities $ — $ — $ — $ — $ — $ — Total $ 29,467 $ — $ 29,467 $ 28,451 $ — $ 1,016 Cash and cash equivalents are Level I measurements. There were no changes in the valuation techniques used during the nine months ended September 30, 2022. Our convertible notes are not regularly traded and it is difficult to estimate a reliable and accurate market price for these securities. The estimated fair values for these securities represent Level III valuations since a fair value for these securities cannot be determined by using readily observable inputs or measures, such as market prices. Fair values were estimated using pricing models and risk-adjusted value ranges. The estimated fair value of our term loan also represents a Level III valuation since the value cannot be determined by using readily observable inputs or measures, such as market prices. The fair value of our term loan was estimated using a discounted cash flows approach and current market interest rate data for similar loans. The following table summarizes the par value, carrying value and estimated fair value of our debt as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Par Value Carrying Value Fair Value Par Value Carrying Value Fair Value Convertible Notes: 2014 Notes $ 578 $ 568 $ 467 $ 578 $ 568 $ 601 2019 Notes 55,000 53,931 46,464 55,000 53,592 81,880 Total Notes $ 55,578 $ 54,499 $ 46,931 $ 55,578 $ 54,160 $ 82,481 Term loan, net $ 10,000 $ 10,219 $ 9,336 $ 10,000 $ 10,049 $ 10,113 Advances under revolving credit agreement $ — $ — $ — $ 6,838 $ 6,838 $ 6,838 Total debt $ 65,578 $ 64,718 $ 56,267 $ 72,416 $ 71,047 $ 99,432 Assets Measured at Fair Value on a Nonrecurring Basis During the third quarter of 2022, the Company changed its reporting structure and reorganized itself under two reporting units. This transition from one to two units required us to assign a portion of goodwill to each reporting unit using a relative fair value approach and then test the goodwill for impairment by comparing each unit’s fair value to its respective carrying value. The fair value of a reporting unit refers to the amount received when an entire operating unit is sold in an orderly transaction between market participants. We estimated the fair value of our two reporting units using a discounted cash flow (DCF) approach which utilized Level 3 unobservable inputs. Our DCF model relied on assumptions regarding forecasted cash flows (revenue growth rates), discount rates, earnings multiples and an implied control premium. We prepared separate DCF valuations as of August 31, 2022 and September 30, 2022 and concluded that no impairment charge was necessary. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | 11. Shareholders’ Equity On April 1, 2022, our stockholders approved the Charter Amendment Proposal and Private Placement Issuance Proposal discussed in Note 3. The Private Placement Issuance closed on April 4, 2022 and we issued 255,559 shares of Series B Preferred Stock. In connection with the closing, we adopted the 2022 Inducement Equity Incentive Plan (2022 Inducement Plan) with an initial reserve for issuance of approximately 9.5 million shares. Following stockholder approval of the Charter Amendment Proposal and the Private Placement Issuance Proposal, our name was changed to Standard BioTools Inc. Shortly after the closing of the Private Placement Issuance, we also changed the trading symbol for our common stock on the Nasdaq Global Select Market to LAB. Upon the closing of the Private Placement Issuance, Dr. Michael Egholm was appointed as our President and Chief Executive Officer and as a member of the Board of Directors. Common Shares Reserved As of September 30, 2022, we had reserved shares of common stock for future issuance under equity compensation plans as foll ows: In thousands Securities To Be Issued Upon Exercise Of Options Securities To Be Issued Upon Release Of Restricted Stock and Performance Stock Units at Maximum Number Of Remaining Securities Available For Future Issuance 2022 Inducement Equity Incentive Plan 6,498 1,379 1,560 2011 Equity Incentive Plan 1,685 5,225 3,650 2017 Inducement Award Plan 159 18 — DVS Sciences Inc. 2010 Equity Incentive Plan 3 — — 2017 Employee Stock Purchase Plan — — 2,324 8,345 6,622 7,534 |
Stock-Based Plans
Stock-Based Plans | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Plans | Stock-Based Plans Our board of directors sets the terms, conditions, and restrictions related to our 2017 Employee Stock Purchase Plan (ESPP) and the grant of stock options, RSUs and performance-based awards under our equity incentive plans. Our board of directors determines the number of awards to grant and also sets the vesting criteria. In general, RSUs vest on a quarterly basis over a period of four years from the date of grant at a rate of 25% on the first anniversary of the grant date and ratably each quarter over the remaining 12 quarters, or ratably over 16 quarters, subject to the employees’ continued employment. We may grant RSUs with different vesting terms from time to time. Stock options granted under our 2022 Inducement Plan and 2011 Equity Incentive Plan (2011 Plan) have a term of no more than ten years from the date of grant and an exercise price of at least 100% of the fair market value of the underlying common stock on the date of grant. Generally, options vest at a rate of either 25% on the first anniversary of the option grant date and ratably each month over the remaining period of 36 months, or ratably each month over 48 months. We may grant options with different vesting terms from time to time. For performance-based share awards, our board of directors sets the performance objectives and other vesting provisions in determining the number of shares or value of performance units and performance shares that will be paid out. Such payout will be a function of the extent to which performance objectives or other vesting provisions have been achieved. 2011 Equity Incentive Plan In January 2011, our board of directors adopted the 2011 Plan under which incentive stock options, non-statutory stock options, RSUs, stock appreciation rights, PSUs and performance shares may be granted to our employees, directors, and consultants. In April 2019, our board of directors authorized, and in June 2019, our stockholders approved an amendment and restatement of the 2011 Plan to make various changes, including increasing the number of shares reserved for issuance by approximately 5.0 million shares and extending the term of the 2011 Plan until April 2029. In May 2020, our board of directors authorized, and in June 2020, our stockholders approved, an increase of 1.4 million shares reserved for issuance under the 2011 Plan. In April 2021, our board of directors authorized, and in May 2021, our stockholders approved, an additional increase of 4.1 million shares reserved for issuance under the 2011 Plan. 2022 Inducement Equity Incentive Plan As discussed in Note 11, we adopted the 2022 Inducement Plan in April 2022 and reserved 9.5 million shares of common stock for the issuance of equity-based awards, including non-statutory stock options, RSUs, restricted stock, stock appreciation rights, performance shares and PSUs. In accordance with Nasdaq listing rules, equity awards issued under the 2022 Inducement Plan are restricted to individuals who are not already employees or directors of the Company. The terms and conditions of the 2022 Inducement Plan are substantially similar to those of the 2011 Plan. Activity under the various plans was as follows: Restricted Stock Units : Number of Units Weighted-Average Balance at December 31, 2021 5,141 $ 5.18 RSU granted 3,492 $ 3.16 RSU released (2,059) $ 4.95 RSU forfeited (1,379) $ 4.64 Balance at September 30, 2022 5,195 $ 4.02 As of September 30, 2022, the unrecognized compensation costs related to outstanding unvested RSUs under our equity incentive plans were $17.1 million. We expect to recognize those costs over a weighted average period of 2.5 years. Stock Options : Number of Weighted-Average Weighted- Aggregate Intrinsic Value (1) in (000s) Balance at December 31, 2021 1,597 $ 7.08 5.6 $ 82 Options granted 7,810 $ 3.91 $ — Options exercised (31) $ 3.25 $ 10 Options forfeited (1,031) $ 4.55 $ — Balance at September 30, 2022 8,345 $ 4.44 8.7 $ — Vested at September 30, 2022 1,898 $ 6.20 6.0 $ — Unvested awards at September 30, 2022 6,447 $ 3.92 9.5 $ — _______ (1) Aggregate intrinsic value as of September 30, 2022 was calculated as the difference between the closing price per share of our common stock on the last trading day of September 30, 2022, which was $1.10, and the exercise price of the options, multiplied by the number of in-the-money options. The majority of the options granted during 2022 were under the 2022 Inducement Plan and awarded to new members of our management team. As of September 30, 2022, the unrecognized compensation costs related to outstanding unvested options under our equity incentive plans were $15.0 million. We expect to recognize those costs over a weighted average period of 3.5 years. Performance Stock Units: We have granted PSU awards to certain executive officers and senior level employees. The number of PSUs ultimately earned under these awards is calculated based on the Total Shareholder Return (TSR) of our common stock as compared to the TSR of a defined group of peer companies during the applicable three-year performance period. The percentage of PSUs that vest will depend on our relative position at the end of the performance period and can range from 0% to 200% of the number of units granted. Based on the performance of our stock relative to our defined group of peer companies, none of the PSUs awarded in 2019 for the 2019-2021 measurement period were vested. The performance adjustment in the table below reflects that no shares were issued upon vesting of the 2019 PSU awards. Activity under the TSR-based PSUs was as follows: Number of Units Weighted-Average Balance at December 31, 2021 1,210 $ 10.11 PSU granted — $ — Performance adjustment for 2019 awards (341) $ 16.97 PSU released — $ — PSU forfeited (156) $ 8.17 Balance at September 30, 2022 713 $ 6.38 As of September 30, 2022, the unrecognized compensation costs related to these awards were $1.3 million. We expect to recognize those costs over a weighted average period of 1.2 years. 2017 Employee Stock Purchase Plan (ESPP) Our ESPP offers U.S. and some non-U.S. employees the right to purchase shares of our common stock. Our ESPP program has a six-month offering period, with a new period commencing on the first trading day on or after May 31 and November 30 of each year. Employees are eligible to participate through payroll deductions of up to 10% of their compensation. Employees may not purchase more than $25 thousand of stock for any calendar year. The purchase price at which shares are sold under the ESPP is 85% of the lower of the fair market value of a share of our common stock on the first day of the offering period or the last day of the offering period. Stock-based Compensation Expense Total stock-based compensation expense recognized was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Restricted stock units, stock options and performance stock units $ 4,417 $ 4,190 $ 12,929 $ 11,229 Employee stock purchase plan 77 130 270 509 Total stock-based compensation $ 4,494 $ 4,320 $ 13,199 $ 11,738 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our quarterly provision for income taxes is based on an estimated effective annual income tax rate. Our quarterly provision for income taxes also includes discrete items, such as changes in valuation allowances or adjustments upon finalization of tax returns as well as infrequently occurring items, if any, such as the effects of changes in tax laws or rates, in the interim period in which they occur. We recorded a tax benefit of $0.7 million and $1.4 million for the three months ended September 30, 2022 and 2021, respe ctively. Higher profits in our foreign subsidiaries during the quarter ended September 30, 2022 compared to the quarter ended September 30, 2021 resulted in a lower tax benefit for our foreign operations. For the nine months ended September 30, 2022 and 2021, we recorded a tax benefit of $2.9 million and $3.6 million, respectively. The effective tax rates were 1.7% and 6.8% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rates decreased due to higher pre-tax losses for the three and nine months ended September 30, 2022 compared to the same periods in 2021. Our tax benefit for the periods presented in this report differs from the 21% U.S. Federal statutory rate principally because we maintain a valuation allowance for our domestic deferred tax assets, which primarily consist of net operating loss carryforwards. Recording deferred tax assets is appropriate when realization of these assets is more likely than not. Assessing the realizability of deferred tax assets is dependent upon several factors including historical financial results and future expected financial results. Domestic deferred tax assets have been offset by valuation allowances. Any release of valuation allowances could have the effect of decreasing the income tax provision in the period the valuation allowance is released. We continue to assess the likelihood that we will be able to recover our deferred tax assets, including those for which a valuation allowance is recorded. There can be no assurance that we will generate profits in the future periods enabling us to fully realize our deferred |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We have historically operated as a single reportable segment and managed our business operations and evaluated our financial performance on a consolidated basis. During the third quarter of 2022, our CEO, who is our CODM, instituted the practice of evaluating operating performance and making resource allocation decisions using two reportable segments: mass cytometry and microfluidics. In the fourth quarter of 2022, we will begin referring to these two segments as proteomics and genomics, respectively. Each segment is identified by its unique portfolio of products. We determine each segment’s loss from operations by subtracting direct expenses, including cost of product and service revenues, R&D expense and sales and marketing expense, from revenues. Amortization, depreciation, and restructuring expense are included in each segment’s operating expenses. Corporate costs, including general and administrative expenses for functions shared by both operating segments such as executive management, human resources and finance, along with interest and taxes, are excluded from each segment’s results, which is consistent with how our CODM measures segment performance. In conjunction with our change in segment reporting, we allocated goodwill to each operating segment using a relative fair value approach and performed trigger-based impairment testing on the goodwill and our long-lived intangible assets. We conducted the tests as we considered the change in operating segments to be a triggering event. The tests were performed as of August 31, 2022, and no impairment was identified. Following the significant decline in the price of our common stock during the month of September, we performed the trigger-based impairment tests again as of September 30, 2022. No impairment was identified. Goodwill was tested at the reporting unit level, while our long-lived intangible assets were tested at the asset group level. Segment reporting for historical periods has been included in this report to ensure comparability with the current year. We do not prepare or report segmented balance sheet information as our CODM does not use the information to assess operating performance. Our business segment information for the three and nine months ended September 30, 2022 and 2021 a ppears below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Mass cytometry $ 14,566 $ 15,837 $ 38,764 $ 46,498 Microfluidics 11,080 12,667 32,163 45,818 Total revenue $ 25,646 $ 28,504 $ 70,927 $ 92,316 Loss from operations: Mass cytometry $ (4,851) $ (3,574) $ (22,929) $ (12,080) Microfluidics (8,552) (4,819) (24,612) (8,483) Corporate expenses (15,624) (11,219) (47,552) (35,637) Total loss from operations $ (29,027) $ (19,612) $ (95,093) $ (56,200) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indemnification From time to time, we have entered into indemnification provisions under certain of our agreements in the ordinary course of business, typically with business partners, customers, and suppliers. Pursuant to these agreements, we may indemnify, hold harmless, and agree to reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any patent or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification provisions is generally perpetual from the time of the execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification provisions is typically not limited to a specific amount. In addition, we have entered into indemnification agreements with our officers, directors, and certain other employees. With certain exceptions, these agreements provide for indemnification for related expenses including, among others, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. Contingencies In September 2020, a putative class action complaint alleging violations of the federal securities laws was filed against the Company (also naming our now-former Chief Executive Officer and our Chief Financial Officer as defendants) in the U.S. District Court for the Northern District of California (Reena Saintjermain, et al. v. Fluidigm Corporation, et al). The Court appointed a lead plaintiff and lead counsel in December 2020, and an amended complaint was filed on February 19, 2021. The complaint, as amended, seeks unspecified damages on behalf of a purported class of persons and entities who acquired our common stock between February 7, 2019 and November 5, 2019 and alleges securities laws violations based on statements and alleged omissions made by the Company during such period. The Company filed a motion to dismiss the complaint on April 5, 2021 and, on August 4, 2021, the Court granted defendants’ motion to dismiss with leave to amend. A second amended complaint was filed on September 14, 2021. The Company filed a motion to dismiss the second amended complaint on October 29, 2021 and, on February 14, 2022, the Court granted defendants’ motion and dismissed the second amended complaint with prejudice. The plaintiff has appealed the decision, and the appeal remains pending before the U.S. Court of Appeals for the Ninth Circuit. We believe the claims alleged in the complaint lack merit and we intend to defend this action vigorously. From time to time, we may be subject to various legal proceedings and claims arising in the ordinary course of business. These include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, we review the status of each matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, we accrue a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, we continue to reassess the potential liability related to pending claims and litigation and may revise estimates. |
Restructuring and Other Related
Restructuring and Other Related Costs | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Related Costs | Restructuring and Other Related CostsIn August 2022, we announced a restructuring plan, including a reduction in force, to improve operational efficiency, achieve cost savings and align our Company’s workforce to the future needs of the business. In addition to the reduction in force, we are reducing leased office space, optimizing our manufacturing footprint, and streamlining support functions. We are employing a more disciplined cost management culture throughout our organization, investing in training, and plan to take advantage of more advanced technologies including upgrading our enterprise resource planning (ERP) system. We currently expect cash expenses related to the reduction in force and sublease activities, consisting primarily of severance and termination benefits, commissions and related costs, to be in the range of $3 million to $5 million. We expect to recognize the restructuring costs over the remainder of 2022 and 2023. These estimates are subject to a number of assumptions, and actual results may differ. We recognized $1.3 million of restructuring expense and $1.0 million of other related costs for both the three and nine months ended September 30, 2022. We record restructuring and other related costs as incurred. These items are classified within cost of product and service revenue, R&D expenses, and selling, general and administrative expenses in our condensed consolidated statements of operations. A summary of the changes in our restructuring and other related liabilities for the three and nine months ended September 30, 2022 appears below (in thousands): Balance at December 31, 2021 Three and Nine Months Ended September 30, 2022 Balance at September 30, 2022 Liabilities Charges Payments Liabilities (1) Restructuring: Severance and employee-related benefits $ — $ 1,293 $ (386) $ 907 Other related costs: Legal and consulting expenses — 952 (840) 112 Total $ — $ 2,245 $ (1,226) $ 1,019 (1) Restructuring liabilities are recorded in accrued compensation and related benefits on the condensed consolidated balance sheet. Other related costs are recorded in other accrued liabilities on the condensed consolidated balance sheet. We expect to fund these liabilities using our cash reserves. Restructuring and other related costs were classified in the condensed consolidated statement of operations as follows for the three and nine months ended September 30, 2022 (in thousands): Three and Nine Months Ended September 30, Restructuring: 2022 Cost of product and service $ 36 Research and development 164 Selling, general and administrative 1,093 Total restructuring 1,293 Other related costs: Selling, general and administrative 952 Total other related costs 952 Total restructuring and other related costs $ 2,245 The Company’s restructuring and other related costs by segment were as follows for the three and nine months ended September 30, 2022 (in thousands): Three and Nine Months Ended September 30, 2022 Restructuring: Mass cytometry $ 428 Microfluidics 499 Total restructuring 927 Other related costs : Corporate expenses 1,318 Total other related costs 1,318 Total restructuring and other related costs $ 2,245 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of our wholly owned subsidiaries. As of September 30, 2022, we had wholly owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, Italy, the United Kingdom, China, Germany and Norway. All subsidiaries, except for Singapore, use their local currency as their functional currency. The Singapore subsidiary uses the U.S. dollar as its functional currency. All intercompany transactions and balances have been eliminated upon consolidation. In the audited financial statements and the related notes for the year ended December 31, 2021 included in our annual report on Form 10-K, filed with the U.S. Securities and Exchange Commission (SEC) on March 8, 2022, we disclosed that we had performed an assessment to determine whether there were conditions or events, considered in the aggregate, that raised substantial doubt about our ability to continue as a going concern for at least the twelve-month period following the date the financial statements were issued. We believed that our then-current level of cash and cash equivalents, together with committed financing facilities, were not sufficient to fund ongoing operations for at least the twelve-month period after the financial statements were issued. We subsequently closed the $225 million Preferred Equity Financing (as defined in Note 3). |
Reclassifications | Certain prior period amounts in the condensed consolidated financial statements were reclassified to conform with the current period presentation. These reclassifications were immaterial and did not affect prior period total assets, total liabilities, stockholders’ equity, total revenue, total costs and expenses, loss from operations or net loss. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base these estimates on historical experience, the current economic environment and on various other assumptions believed to be reasonable, which together form the basis for making judgments about the carrying values of assets and liabilities. The full extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on numerous evolving factors including, but not limited to, the magnitude and duration of the pandemic, the extent to which it will impact worldwide macroeconomic conditions, including the speed of recovery, and governmental and business reactions to the pandemic. We assessed certain accounting matters that generally require consideration of forecasted financial information, including the impact of COVID-19-related supply chain shortages, the war in Ukraine, and inflation. Assets and liabilities that rely on forecasted financial information to determine their carrying value include, but are not limited to, inventory, its related reserves, goodwill and other long-lived assets and liabilities. Actual results could differ materially from these estimates and could have a material adverse effect on our condensed consolidated financial statements. We also use significant judgment in determining the fair value of financial instruments, including debt and equity instruments. |
Foreign Currency | Foreign CurrencyAssets and liabilities of non-U.S. subsidiaries that use their local currency as their functional currency are translated into U.S. dollars at exchange rates in effect on the balance sheet date. Income and expense accounts are translated at monthly average exchange rates during the year. The adjustments resulting from the foreign currency translations are recorded in accumulated other comprehensive loss, a separate component of stockholders’ equity. |
Restructuring | RestructuringWe record liabilities for costs associated with exit or disposal activities in the period in which the liability is incurred. Severance and other employee termination costs are primarily recorded when the actions become probable and estimable. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits are recognized ratably over the future service period. We record costs to implement business improvement programs, including external consulting and legal expenses, as they are incurred. |
Segment Reporting | Segment Reporting We have historically operated as a single reportable segment and managed our business operations and evaluated our financial performance on a consolidated basis. During the third quarter of 2022, our Chief Executive Officer (CEO), who is our Chief Operating Decision Maker (CODM), instituted the practice of evaluating operating performance and making resource allocation decisions using two reportable segments: mass cytometry and microfluidics. In the fourth quarter of 2022, we will begin referring to these two segments as proteomics and genomics, respectively. Each segment is identified by its unique portfolio of products We determine each segment’s loss from operations by subtracting direct expenses, including cost of product and service revenues, research and development (R&D) expense and sales and marketing expense, from revenues. Amortization, depreciation, and restructuring expense are included in each segment’s operating expenses. Corporate costs, including general and administrative expenses for functions shared by both operating segments such as executive management, human resources |
Comprehensive Loss | Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss generally consists of unrealized gains and losses on our investments and foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the condensed consolidated statements of comprehensive loss. |
Net Loss per Share | Net Loss per Share Our basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. |
Recent Accounting Changes and Accounting Pronouncements | Recent Accounting Changes and Accounti ng Pronouncements Adoption of New Accounting Guidance In August 2020, the Financial Accounting Standards Board (FASB) issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment to this ASU reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification, which is expected to result in more convertible instruments being accounted for as a single unit, rather than being bifurcated between debt and equity. The new guidance is effective for fiscal years beginning after December 15, 2021. We adopted ASU 2020-06 effective January 1, 2022. The adoption of ASU 2020-06 did not have an impact on our 2014 Notes and 2019 Notes (each as defined in Note 8). In November 2021, the FASB issued ASU 2021-10 Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The amendment is effective for annual periods beginning after December 15, 2021. The amendment establishes financial disclosure requirements for business entities that receive government assistance that the entities account for by analogizing to a grant or contribution model because there is no specific authoritative guidance under U.S. GAAP that applies to the transaction. Entities that receive this type of assistance should include the following information in their annual report: (1) the nature of the transaction, (2) the significant terms and conditions, (3) the accounting treatment, (4) the line items on the balance sheet and income statement that are affected along with (5) the respective amounts that have been recorded. We adopted ASU 2021-10 effective January 1, 2022. The adoption of ASU 2021-10 did not have a material impact on our financial statements. Recent Accounting Pronouncements None. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss, net of tax, for the three and nine months ended September 30, 2022 are as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Loss on Investments Accumulated Other Comprehensive Loss Ending balance at December 31, 2021 $ (907) $ — $ (907) Other comprehensive loss (150) — (150) Ending balance at March 31, 2022 $ (1,057) $ — $ (1,057) Other comprehensive loss (485) (711) (1,196) Ending balance at June 30, 2022 $ (1,542) $ (711) $ (2,253) Other comprehensive loss (118) (238) (356) Ending balance at September 30, 2022 $ (1,660) $ (949) $ (2,609) |
Summary of Potential Common Shares Excluded From Computations of Net Loss Per Share Attributed to Common Stockholders | The following potentially dilutive common shares were excluded from the computation (in thousands): Nine Months Ended September 30, 2022 2021 Stock options, restricted stock units and performance awards 14,253 8,234 Series B Preferred Stock 75,164 — 2019 Convertible Notes 18,966 18,966 2019 Convertible Notes potential make-whole shares 4,741 735 2014 Convertible Notes 10 10 Total 113,134 27,945 |
Private Placement Issuance (Tab
Private Placement Issuance (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Preferred Stock | The carrying value of the Series B Redeemable Preferred Stock as of April 4, 2022 was $311.3 million and was unchanged as of September 30, 2022. T he components of the carrying value of the Series B Redeemable Preferred Stock are as follows (in thousands): September 30, 2022 Proceeds from Purchase Agreements $ 225,000 Proceeds from Bridge Loans 25,000 Loss on Forward Purchase Agreements 60,081 Loss on Bridge Loans 13,719 Less equity issuance costs (12,547) Total Series B Redeemable Preferred Stock $ 311,253 |
NIH Contract (Tables)
NIH Contract (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Research and Development [Abstract] | |
Summary of Research and Development Activity Under NIH Contract | The following table summarizes the activity under the NIH Contract as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Cash receipts from milestones achieved $ 34,016 $ 34,016 Cumulative amounts applied against operating costs (excluding depreciation) (4,526) (4,522) Cumulative amounts applied against depreciation expense for assets placed in service (3,276) (703) Cumulative amounts recognized as non-operating income (7,293) (7,140) Total deferred grant income $ 18,921 $ 21,651 Assets placed in service, gross $ 22,197 $ 16,890 Construction-in-progress — 3,909 Cumulative amounts applied against depreciation expense for assets placed in service (3,276) (703) Carrying value of property and equipment, net 18,921 20,096 Estimated future capital expenditures — 1,555 Total deferred grant income $ 18,921 $ 21,651 Deferred grant income, current $ 3,656 $ 3,535 Deferred grant income, non-current 15,265 18,116 Total deferred grant income $ 18,921 $ 21,651 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following tables present our revenue based upon the geographic location of our customers’ facilities, and by segment, for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Americas $ 11,119 $ 13,013 $ 33,482 $ 47,656 EMEA 8,074 10,108 22,352 28,470 Asia-Pacific 6,453 5,383 15,093 16,190 Total revenue $ 25,646 $ 28,504 $ 70,927 $ 92,316 Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Mass Cytometry Microfluidics Total Mass Cytometry Microfluidics Total Product and service revenue $ 14,266 $ 10,903 $ 25,169 $ 15,837 $ 12,116 $ 27,953 Other revenue 300 177 477 — 551 551 Total revenue $ 14,566 $ 11,080 $ 25,646 $ 15,837 $ 12,667 $ 28,504 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Mass Cytometry Microfluidics Total Mass Cytometry Microfluidics Total Product and service revenue $ 37,914 $ 31,428 $ 69,342 $ 46,498 $ 41,723 $ 88,221 Other revenue 850 735 1,585 — 4,095 4,095 Total revenue $ 38,764 $ 32,163 $ 70,927 $ 46,498 $ 45,818 $ 92,316 |
Summary of Expected Timing of Revenue Recognition | We expect to recognize revenue from unfulfilled performance obligations associated with service contracts that were partially completed as of September 30, 2022 in the following periods (in thousands): Fiscal Year Expected Revenue (1) 2022 remainder of the year $ 4,262 2023 9,402 2024 4,606 Thereafter 2,920 Total $ 21,190 _______ (1) Expected revenue includes both billed amounts included in deferred revenue and $5.4 million of unbilled amounts that are not reflected in our condensed consolidated financial statements and are subject to change if our customers decide to cancel or modify their contracts. Purchase orders for instrument service contracts can generally be canceled before the service period begins without penalty. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets include patents and licenses, which are included in other non-current assets on our condensed consolidated balance sheet. Intangibl e assets, net, were as follows (in thousands): September 30, 2022 Gross Amount Accumulated Amortization and Impairment Net Weighted-Average Amortization Period Developed technology $ 116,753 $ (101,353) $ 15,400 10.0 years Patents and licenses $ 11,245 $ (10,500) $ 745 7.0 years December 31, 2021 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 117,503 $ (89,576) $ 27,927 9.9 years Patents and licenses $ 11,257 $ (10,000) $ 1,257 7.0 years |
Schedule of Estimated Future Intangible Asset Amortization Expense | Based on the carrying value of intangible assets as of September 30, 2022, our estimated future amortization expense is as follows (in thousands): Fiscal Year Developed Technology Amortization Expense Patents and Licenses Amortization Expense Total 2022 remainder of the year $ 2,800 $ 168 $ 2,968 2023 11,200 571 11,771 2024 1,400 6 1,406 Total $ 15,400 $ 745 $ 16,145 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Cash and Cash Equivalents | Cash, cash equivalents and restricted cash consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Cash and cash equivalents $ 60,200 $ 28,451 Restricted cash 1,015 1,016 Total cash, cash equivalents and restricted cash $ 61,215 $ 29,467 |
Schedule of Restricted Cash | Cash, cash equivalents and restricted cash consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Cash and cash equivalents $ 60,200 $ 28,451 Restricted cash 1,015 1,016 Total cash, cash equivalents and restricted cash $ 61,215 $ 29,467 |
Schedule of Inventories | Inventories, net consisted of the follo wing as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Raw materials $ 12,540 $ 9,345 Work-in-process 372 867 Finished goods 9,034 10,613 Total inventories, net $ 21,946 $ 20,825 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Laboratory and manufacturing equipment $ 33,449 $ 30,260 Leasehold improvements 12,118 12,095 Computer equipment and software 5,867 5,759 Office furniture and fixtures 1,850 2,074 Property and equipment, gross 53,284 50,188 Less accumulated depreciation and amortization (28,168) (26,703) Construction-in-progress 1,468 4,549 Property and equipment, net $ 26,584 $ 28,034 |
Schedule of Accrued Compensation and Related Benefits | Accrued compensation and related benefits, which are included in current liabilities on the condensed consolidated balance sheets consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Accrued incentive compensation $ 1,928 $ 14 Accrued vacation 3,353 3,388 Accrued payroll taxes and other 1,796 1,411 Accrued severance and retention payments 2,640 107 Accrued restructuring 907 — Accrued compensation and related benefits $ 10,624 $ 4,920 |
Schedule of Activity of Warranty Accrual | Accrued warranty is included in current other accrued liabilities on our condensed consolidated balance sheets. Activity for our warranty accrual for the nine months ended September 30, 2022 and 2021 is summarized below (in thousands): Nine Months Ended September 30, 2022 2021 Beginning balance $ 1,170 $ 1,663 Accrual for current period warranties 241 554 Warranty costs incurred (875) (713) Ending balance $ 536 $ 1,504 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The carrying values of the components of the 2014 Notes and 2019 Notes are as follows (in thousands): September 30, 2022 December 31, 2021 2.75% 2014 Notes due 2034 Principal amount $ 578 $ 578 Unamortized debt discount (8) (8) Unamortized debt issuance cost (2) (2) Net carrying value of 2014 Notes $ 568 $ 568 5.25% 2019 Notes due 2024 Principal amount $ 55,000 $ 55,000 Unamortized debt issuance cost (1,069) (1,408) Net carrying value of 2019 Notes $ 53,931 $ 53,592 Net carrying value of all Notes $ 54,499 $ 54,160 The carrying values of our term loan and advances under the Credit Facility (as defined below) are as follows (in thousands): September 30, 2022 December 31, 2021 Term Loan Principal amount $ 10,000 $ 10,000 End of term fee accretion 241 79 Unamortized debt issuance cost (22) (30) Net carrying value of term loan 10,219 10,049 Less: term loan, current 833 — Term loan, non-current $ 9,386 $ 10,049 Revolving Credit Facility Carrying value of advances under credit agreement $ — $ 6,838 The following table summarizes the par value, carrying value and estimated fair value of our debt as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Par Value Carrying Value Fair Value Par Value Carrying Value Fair Value Convertible Notes: 2014 Notes $ 578 $ 568 $ 467 $ 578 $ 568 $ 601 2019 Notes 55,000 53,931 46,464 55,000 53,592 81,880 Total Notes $ 55,578 $ 54,499 $ 46,931 $ 55,578 $ 54,160 $ 82,481 Term loan, net $ 10,000 $ 10,219 $ 9,336 $ 10,000 $ 10,049 $ 10,113 Advances under revolving credit agreement $ — $ — $ — $ 6,838 $ 6,838 $ 6,838 Total debt $ 65,578 $ 64,718 $ 56,267 $ 72,416 $ 71,047 $ 99,432 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Balance Sheet Information | Supplemental balance sheet information related to our leases as of September 30, 2022 and December 31, 2021 is as follows (in thousands, except for discount rate and lease term): September 30, 2022 December 31, 2021 Operating lease right-of-use buildings $ 43,520 $ 43,457 Operating lease right-of-use equipment 72 84 Operating lease right-of-use vehicles 541 676 Total operating lease right-of-use assets, gross 44,133 44,217 Accumulated amortization (9,407) (7,098) Total operating lease right-of-use assets, net $ 34,726 $ 37,119 Operating lease liabilities, current $ 3,515 $ 3,053 Operating lease liabilities, non-current 34,869 37,548 Total operating lease liabilities $ 38,384 $ 40,601 Weighted average remaining lease term (in years) 7.0 7.7 Weighted average discount rate per annum 11.8 % 11.7 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash, Cash Equivalents and Available-for-Sale Securities | The following tables summarize our cash, cash equivalents, restricted cash, and available-for-sale securities by significant investment category within the fair value hierarchy as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Amortized Cost Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Cash- Restricted Assets: Cash and money market funds $ 60,200 $ — $ 60,200 $ 60,200 $ — $ — Cash-restricted 1,015 — 1,015 — — 1,015 Total cash, cash equivalents and restricted cash $ 61,215 $ — $ 61,215 $ 60,200 $ — $ 1,015 Available-for-sale: Level I: U.S. treasury securities $ 125,917 $ (949) $ 124,968 $ — $ 124,968 $ — Total $ 187,132 $ (949) $ 186,183 $ 60,200 $ 124,968 $ 1,015 December 31, 2021 Amortized Cost Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Cash- Restricted Assets: Cash and money market funds $ 28,451 $ — $ 28,451 $ 28,451 $ — $ — Cash-restricted 1,016 — 1,016 — — 1,016 Total cash, cash equivalents and restricted cash $ 29,467 $ — $ 29,467 $ 28,451 $ — $ 1,016 Available-for-sale: Level I: U.S. treasury securities $ — $ — $ — $ — $ — $ — Total $ 29,467 $ — $ 29,467 $ 28,451 $ — $ 1,016 |
Schedule of Debt and Series B Convertible Preferred Stock | The carrying values of the components of the 2014 Notes and 2019 Notes are as follows (in thousands): September 30, 2022 December 31, 2021 2.75% 2014 Notes due 2034 Principal amount $ 578 $ 578 Unamortized debt discount (8) (8) Unamortized debt issuance cost (2) (2) Net carrying value of 2014 Notes $ 568 $ 568 5.25% 2019 Notes due 2024 Principal amount $ 55,000 $ 55,000 Unamortized debt issuance cost (1,069) (1,408) Net carrying value of 2019 Notes $ 53,931 $ 53,592 Net carrying value of all Notes $ 54,499 $ 54,160 The carrying values of our term loan and advances under the Credit Facility (as defined below) are as follows (in thousands): September 30, 2022 December 31, 2021 Term Loan Principal amount $ 10,000 $ 10,000 End of term fee accretion 241 79 Unamortized debt issuance cost (22) (30) Net carrying value of term loan 10,219 10,049 Less: term loan, current 833 — Term loan, non-current $ 9,386 $ 10,049 Revolving Credit Facility Carrying value of advances under credit agreement $ — $ 6,838 The following table summarizes the par value, carrying value and estimated fair value of our debt as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Par Value Carrying Value Fair Value Par Value Carrying Value Fair Value Convertible Notes: 2014 Notes $ 578 $ 568 $ 467 $ 578 $ 568 $ 601 2019 Notes 55,000 53,931 46,464 55,000 53,592 81,880 Total Notes $ 55,578 $ 54,499 $ 46,931 $ 55,578 $ 54,160 $ 82,481 Term loan, net $ 10,000 $ 10,219 $ 9,336 $ 10,000 $ 10,049 $ 10,113 Advances under revolving credit agreement $ — $ — $ — $ 6,838 $ 6,838 $ 6,838 Total debt $ 65,578 $ 64,718 $ 56,267 $ 72,416 $ 71,047 $ 99,432 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | As of September 30, 2022, we had reserved shares of common stock for future issuance under equity compensation plans as foll ows: In thousands Securities To Be Issued Upon Exercise Of Options Securities To Be Issued Upon Release Of Restricted Stock and Performance Stock Units at Maximum Number Of Remaining Securities Available For Future Issuance 2022 Inducement Equity Incentive Plan 6,498 1,379 1,560 2011 Equity Incentive Plan 1,685 5,225 3,650 2017 Inducement Award Plan 159 18 — DVS Sciences Inc. 2010 Equity Incentive Plan 3 — — 2017 Employee Stock Purchase Plan — — 2,324 8,345 6,622 7,534 Total stock-based compensation expense recognized was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Restricted stock units, stock options and performance stock units $ 4,417 $ 4,190 $ 12,929 $ 11,229 Employee stock purchase plan 77 130 270 509 Total stock-based compensation $ 4,494 $ 4,320 $ 13,199 $ 11,738 |
Stock-Based Plans (Tables)
Stock-Based Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Activity Under Restricted Stock Units | Activity under the various plans was as follows: Restricted Stock Units : Number of Units Weighted-Average Balance at December 31, 2021 5,141 $ 5.18 RSU granted 3,492 $ 3.16 RSU released (2,059) $ 4.95 RSU forfeited (1,379) $ 4.64 Balance at September 30, 2022 5,195 $ 4.02 |
Schedule of Activity Under Stock Options | Stock Options : Number of Weighted-Average Weighted- Aggregate Intrinsic Value (1) in (000s) Balance at December 31, 2021 1,597 $ 7.08 5.6 $ 82 Options granted 7,810 $ 3.91 $ — Options exercised (31) $ 3.25 $ 10 Options forfeited (1,031) $ 4.55 $ — Balance at September 30, 2022 8,345 $ 4.44 8.7 $ — Vested at September 30, 2022 1,898 $ 6.20 6.0 $ — Unvested awards at September 30, 2022 6,447 $ 3.92 9.5 $ — _______ |
Schedule of Nonvested Performance-Based Units Activity | Activity under the TSR-based PSUs was as follows: Number of Units Weighted-Average Balance at December 31, 2021 1,210 $ 10.11 PSU granted — $ — Performance adjustment for 2019 awards (341) $ 16.97 PSU released — $ — PSU forfeited (156) $ 8.17 Balance at September 30, 2022 713 $ 6.38 |
Schedule of Stock-Based Compensation Expense | As of September 30, 2022, we had reserved shares of common stock for future issuance under equity compensation plans as foll ows: In thousands Securities To Be Issued Upon Exercise Of Options Securities To Be Issued Upon Release Of Restricted Stock and Performance Stock Units at Maximum Number Of Remaining Securities Available For Future Issuance 2022 Inducement Equity Incentive Plan 6,498 1,379 1,560 2011 Equity Incentive Plan 1,685 5,225 3,650 2017 Inducement Award Plan 159 18 — DVS Sciences Inc. 2010 Equity Incentive Plan 3 — — 2017 Employee Stock Purchase Plan — — 2,324 8,345 6,622 7,534 Total stock-based compensation expense recognized was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Restricted stock units, stock options and performance stock units $ 4,417 $ 4,190 $ 12,929 $ 11,229 Employee stock purchase plan 77 130 270 509 Total stock-based compensation $ 4,494 $ 4,320 $ 13,199 $ 11,738 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Business Segment Information | Our business segment information for the three and nine months ended September 30, 2022 and 2021 a ppears below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Mass cytometry $ 14,566 $ 15,837 $ 38,764 $ 46,498 Microfluidics 11,080 12,667 32,163 45,818 Total revenue $ 25,646 $ 28,504 $ 70,927 $ 92,316 Loss from operations: Mass cytometry $ (4,851) $ (3,574) $ (22,929) $ (12,080) Microfluidics (8,552) (4,819) (24,612) (8,483) Corporate expenses (15,624) (11,219) (47,552) (35,637) Total loss from operations $ (29,027) $ (19,612) $ (95,093) $ (56,200) |
Restructuring and Other Relat_2
Restructuring and Other Related Costs (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liabilities | A summary of the changes in our restructuring and other related liabilities for the three and nine months ended September 30, 2022 appears below (in thousands): Balance at December 31, 2021 Three and Nine Months Ended September 30, 2022 Balance at September 30, 2022 Liabilities Charges Payments Liabilities (1) Restructuring: Severance and employee-related benefits $ — $ 1,293 $ (386) $ 907 Other related costs: Legal and consulting expenses — 952 (840) 112 Total $ — $ 2,245 $ (1,226) $ 1,019 (1) Restructuring liabilities are recorded in accrued compensation and related benefits on the condensed consolidated balance sheet. Other related costs are recorded in other accrued liabilities on the condensed consolidated balance sheet. We expect to fund these liabilities using our cash reserves. Restructuring and other related costs were classified in the condensed consolidated statement of operations as follows for the three and nine months ended September 30, 2022 (in thousands): Three and Nine Months Ended September 30, Restructuring: 2022 Cost of product and service $ 36 Research and development 164 Selling, general and administrative 1,093 Total restructuring 1,293 Other related costs: Selling, general and administrative 952 Total other related costs 952 Total restructuring and other related costs $ 2,245 The Company’s restructuring and other related costs by segment were as follows for the three and nine months ended September 30, 2022 (in thousands): Three and Nine Months Ended September 30, 2022 Restructuring: Mass cytometry $ 428 Microfluidics 499 Total restructuring 927 Other related costs : Corporate expenses 1,318 Total other related costs 1,318 Total restructuring and other related costs $ 2,245 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | |||
Apr. 04, 2022 USD ($) | Sep. 30, 2022 USD ($) Segment | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||
Debt instrument, face amount | $ 65,578,000 | $ 72,416,000 | ||
Number of reporting segments | Segment | 2 | |||
Bridge Loan | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Debt instrument, face amount | $ 25,000,000 | |||
Series B Preferred Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, consideration received on transaction | $ 225,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ (37,454) | $ 22,113 | $ 94,596 | $ 109,450 | $ 122,938 | $ 139,050 | $ 94,596 | $ 139,050 |
Other comprehensive loss | (356) | (1,196) | (150) | (446) | 47 | (443) | (1,702) | (842) |
Ending balance | (62,747) | (37,454) | 22,113 | 99,337 | 109,450 | 122,938 | (62,747) | 99,337 |
Foreign Currency Translation Adjustment | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (1,542) | (1,057) | (907) | (907) | ||||
Other comprehensive loss | (118) | (485) | (150) | |||||
Ending balance | (1,660) | (1,542) | (1,057) | (1,660) | ||||
Unrealized Loss on Investments | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (711) | 0 | 0 | 0 | ||||
Other comprehensive loss | (238) | (711) | 0 | |||||
Ending balance | (949) | (711) | 0 | (949) | ||||
Accumulated Other Comprehensive Loss | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (2,253) | (1,057) | (907) | (284) | (331) | 112 | (907) | 112 |
Other comprehensive loss | (356) | (1,196) | (150) | (446) | 47 | (443) | ||
Ending balance | $ (2,609) | $ (2,253) | $ (1,057) | $ (730) | $ (284) | $ (331) | $ (2,609) | $ (730) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Potential Common Shares Excluded from Computations of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computations of net loss per share (in shares) | 113,134 | 27,945 |
Stock options, restricted stock units and performance awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computations of net loss per share (in shares) | 14,253 | 8,234 |
Series B Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computations of net loss per share (in shares) | 75,164 | 0 |
Convertible Notes | 2019 Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computations of net loss per share (in shares) | 18,966 | 18,966 |
Convertible Notes | 2019 Convertible Notes potential make-whole shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computations of net loss per share (in shares) | 4,741 | 735 |
Convertible Notes | 2014 Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computations of net loss per share (in shares) | 10 | 10 |
Private Placement Issuance - Na
Private Placement Issuance - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||||||
Apr. 04, 2022 USD ($) $ / shares shares | Apr. 04, 2022 USD ($) $ / shares shares | Mar. 25, 2022 | Jan. 23, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) d $ / shares shares | Sep. 30, 2021 USD ($) | Apr. 03, 2022 shares | Dec. 31, 2021 $ / shares shares | |
Debt Instrument [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares authorized (in shares) | shares | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | 200,000,000 | 200,000,000 | |||||
Proceeds from issuance of Series B Preferred Stock | $ 225,000,000 | $ 0 | |||||||||
Loss on forward sale of Series B Preferred Stock | $ 0 | $ 0 | $ 60,081,000 | 0 | |||||||
Share price (in usd per share) | $ / shares | $ 3.99 | $ 3.99 | $ 1.10 | $ 3.59 | $ 1.10 | ||||||
Initial conversion rate of notes | 0.3521126 | ||||||||||
Loss on bridge loans | $ 0 | $ 0 | $ 13,719,000 | $ 0 | |||||||
Series B Convertible Preferred Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Sale of stock, consideration received on transaction | $ 225,000,000 | ||||||||||
Shares sold (in shares) | shares | 225,000 | 225,000,000 | |||||||||
Debt conversion, converted instrument, shares issued | shares | 30,559 | ||||||||||
Shares issued (shares) | shares | 255,559 | ||||||||||
Conversion ratio | 294.1176 | 294.1176 | |||||||||
Threshold percentage of stock price trigger | 250% | ||||||||||
Consecutive trading days | d | 20 | ||||||||||
Liquidation preference (in usd per share) | $ / shares | $ 3.40 | $ 3.40 | |||||||||
Proceeds from issuance of Series B Preferred Stock | $ 225,000,000 | $ 225,000,000 | |||||||||
Fair value of preferred stock | $ 285,100,000 | $ 285,100,000 | $ 262,800,000 | ||||||||
Increase in fair value of preferred stock | $ 22,300,000 | ||||||||||
Loss on forward sale of Series B Preferred Stock | 60,081,000 | ||||||||||
Loss on bridge loans | 13,719,000 | ||||||||||
Series B Convertible Preferred Stock | Casdin | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shares sold (in shares) | shares | 112,500 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 1,000 | 1,000 | |||||||||
Series B Convertible Preferred Stock | Viking | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shares sold (in shares) | shares | 112,500 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | 0.001 | |||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 1,000 | $ 1,000 | |||||||||
Bridge Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount, per instrument | $ 12,500,000 | ||||||||||
Divisor used to determine number of shares to issue | 2.84 | ||||||||||
Divisor used to determine number of shares to issue | $ 1,000 | ||||||||||
Loss on bridge loans | $ 13,700,000 | ||||||||||
Debt issuance cost recognized | $ 200,000 | ||||||||||
Bridge Loan | Debt Covenant Period One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate on notes | 10% | 10% | |||||||||
Bridge Loan | Debt Covenant, Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate on notes | 12% | 12% | |||||||||
Bridge Loan | Debt Covenant, Period Three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate on notes | 14% | 14% | |||||||||
Bridge Loan | Debt Covenant, Period Four | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate on notes | 16% | 16% |
Private Placement Issuance - Pr
Private Placement Issuance - Preferred Stock (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 23, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Shareholders' Equity [Line Items] | ||||||
Proceeds from Purchase Agreements | $ 225,000 | $ 0 | ||||
Proceeds from Bridge Loans | 25,000 | 0 | ||||
Loss on Forward Purchase Agreements | $ 0 | $ 0 | 60,081 | 0 | ||
Loss on Bridge Loans | 0 | $ 0 | 13,719 | $ 0 | ||
Total Series B Redeemable Preferred Stock | 311,253 | 311,253 | $ 0 | |||
Series B Preferred Stock | ||||||
Shareholders' Equity [Line Items] | ||||||
Proceeds from Purchase Agreements | $ 225,000 | 225,000 | ||||
Proceeds from Bridge Loans | 25,000 | |||||
Loss on Forward Purchase Agreements | 60,081 | |||||
Loss on Bridge Loans | 13,719 | |||||
Less equity issuance costs | (12,547) | |||||
Total Series B Redeemable Preferred Stock | $ 311,253 | $ 311,253 |
NIH Contract - Narrative (Detai
NIH Contract - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Research and Development [Abstract] | |||
Maximum contract amount | $ 34,000,000 | ||
Capital expenditures expected to be incurred | $ 22,200,000 | ||
Non-operating income | $ 200,000 | ||
Cumulative amounts recognized as non-operating income | $ 7,293,000 | $ 7,293,000 | $ 7,140,000 |
NIH Contract (Details)
NIH Contract (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Research and Development [Abstract] | ||
Cash receipts from milestones achieved | $ 34,016 | $ 34,016 |
Cumulative amounts applied against operating costs (excluding depreciation) | (4,526) | (4,522) |
Cumulative amounts applied against depreciation expense for assets placed in service | (3,276) | (703) |
Cumulative amounts recognized as non-operating income | (7,293) | (7,140) |
Total deferred grant income | 18,921 | 21,651 |
Assets placed in service, gross | 22,197 | 16,890 |
Construction-in-progress | 0 | 3,909 |
Carrying value of property and equipment, net | 18,921 | 20,096 |
Estimated future capital expenditures | 0 | 1,555 |
Deferred grant income, current | 3,656 | 3,535 |
Deferred grant income, non-current | $ 15,265 | $ 18,116 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 25,646 | $ 28,504 | $ 70,927 | $ 92,316 |
Product and service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 25,169 | 27,953 | 69,342 | 88,221 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 477 | 551 | 1,585 | 4,095 |
Mass Cytometry | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 14,566 | 15,837 | 38,764 | 46,498 |
Mass Cytometry | Product and service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 14,266 | 15,837 | 37,914 | 46,498 |
Mass Cytometry | Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 300 | 0 | 850 | 0 |
Microfluidics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 11,080 | 12,667 | 32,163 | 45,818 |
Microfluidics | Product and service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,903 | 12,116 | 31,428 | 41,723 |
Microfluidics | Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 177 | 551 | 735 | 4,095 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 11,119 | 13,013 | 33,482 | 47,656 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,074 | 10,108 | 22,352 | 28,470 |
Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 6,453 | $ 5,383 | $ 15,093 | $ 16,190 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 25,646 | $ 28,504 | $ 70,927 | $ 92,316 | |
Deferred revenue | 15,800 | 15,800 | $ 17,900 | ||
Revenue recognized | 9,500 | ||||
Additional advance payments received | 7,400 | ||||
Outstanding trade accounts receivable | $ 17,294 | 17,294 | $ 18,320 | ||
Accounts Receivable | Customer Concentration Risk | Customer One | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 15% | ||||
Outstanding trade accounts receivable | $ 2,700 | $ 2,700 | |||
Revenue from Contract with Customer | Customer Concentration Risk | Customer One | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 15% | 10% | |||
Revenue from Contract with Customer | Customer Concentration Risk | Customer Five | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 28% | 21% | 19% | 22% | |
United States | Revenue from Contract with Customer | Geographic Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 10,600 | $ 12,000 | $ 31,200 | $ 45,600 | |
Concentration risk, percentage | 41% | 42% | 44% | 49% | |
China | Revenue from Contract with Customer | Geographic Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 3,200 | $ 3,200 | $ 7,700 | $ 8,700 | |
Concentration risk, percentage | 12% | 11% | 11% | 9% | |
Sweden | Revenue from Contract with Customer | Geographic Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 2,700 | ||||
Concentration risk, percentage | 11% |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Revenue from External Customer [Line Items] | |
Remaining performance obligation, expected revenue | $ 21,190 |
Unbilled receivables | 5,400 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation, expected revenue | $ 4,262 |
Remaining performance obligation, expected timing of satisfaction | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation, expected revenue | $ 9,402 |
Remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation, expected revenue | $ 4,606 |
Remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation, expected revenue | $ 2,920 |
Remaining performance obligation, expected timing of satisfaction |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Narrative (Details) € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2022 USD ($) | Aug. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Feb. 28, 2014 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2020 USD ($) | Mar. 31, 2020 EUR (€) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2020 EUR (€) | |
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 106,069,000 | $ 106,069,000 | $ 106,069,000 | $ 106,379,000 | ||||||||
Impairment of goodwill | 0 | $ 0 | ||||||||||
Impairment of intangible assets | $ 0 | $ 0 | ||||||||||
Number of operating segments | segment | 2 | |||||||||||
Impairment of InstruNor developed technology intangible | $ 3,526,000 | $ 0 | ||||||||||
Amortization of intangibles | $ 2,900,000 | $ 3,100,000 | $ 9,200,000 | $ 9,500,000 | ||||||||
DVS Sciences, Inc. | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 104,100,000 | |||||||||||
DVS Sciences, Inc. | Developed technology | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Finite-lived intangible assets acquired | $ 112,000,000 | |||||||||||
InstruNor AS | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 2,200,000 | € 2 | ||||||||||
InstruNor AS | Developed technology | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Finite-lived intangible assets acquired | $ 5,400,000 | € 4.9 | ||||||||||
Impairment of InstruNor developed technology intangible | $ 3,500,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 16,145 | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 116,753 | $ 117,503 |
Accumulated Amortization and Impairment | (101,353) | (89,576) |
Total | $ 15,400 | $ 27,927 |
Weighted-Average Amortization Period | 10 years | 9 years 10 months 24 days |
Patents and licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 11,245 | $ 11,257 |
Accumulated Amortization and Impairment | (10,500) | (10,000) |
Total | $ 745 | $ 1,257 |
Weighted-Average Amortization Period | 7 years | 7 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
2022 remainder of the year | $ 2,968 | |
2023 | 11,771 | |
2024 | 1,406 | |
Total | 16,145 | |
Developed Technology Amortization Expense | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 remainder of the year | 2,800 | |
2023 | 11,200 | |
2024 | 1,400 | |
Total | 15,400 | $ 27,927 |
Patents and Licenses Amortization Expense | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 remainder of the year | 168 | |
2023 | 571 | |
2024 | 6 | |
Total | $ 745 | $ 1,257 |
Balance Sheet Details - Summary
Balance Sheet Details - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash and cash equivalents | $ 60,200 | $ 28,451 | ||
Restricted cash | 1,015 | 1,016 | ||
Total cash, cash equivalents and restricted cash | 61,215 | 29,467 | $ 30,325 | $ 69,536 |
Non-current restricted cash | $ 1,000 | $ 1,000 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 12,540 | $ 9,345 |
Work-in-process | 372 | 867 |
Finished goods | 9,034 | 10,613 |
Total inventories, net | $ 21,946 | $ 20,825 |
Balance Sheet Details - Propert
Balance Sheet Details - Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 53,284 | $ 50,188 |
Less accumulated depreciation and amortization | (28,168) | (26,703) |
Construction-in-progress | 1,468 | 4,549 |
Property and equipment, net | 26,584 | 28,034 |
Laboratory and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 33,449 | 30,260 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 12,118 | 12,095 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,867 | 5,759 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,850 | $ 2,074 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued Compensation and Related Benefits (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued incentive compensation | $ 1,928 | $ 14 |
Accrued vacation | 3,353 | 3,388 |
Accrued payroll taxes and other | 1,796 | 1,411 |
Accrued severance and retention payments | 2,640 | 107 |
Accrued restructuring | 907 | 0 |
Accrued compensation and related benefits | $ 10,624 | $ 4,920 |
Balance Sheet Details - Warrant
Balance Sheet Details - Warranty Accrual (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 1,170 | $ 1,663 |
Accrual for current period warranties | 241 | 554 |
Warranty costs incurred | (875) | (713) |
Ending balance | $ 536 | $ 1,504 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 9 Months Ended | ||||||
Mar. 25, 2022 | Aug. 02, 2021 USD ($) monthly_installment | Nov. 30, 2019 USD ($) $ / shares | Aug. 31, 2018 USD ($) | Feb. 28, 2014 | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 28, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Par Value | $ 65,578,000 | $ 72,416,000 | ||||||
Initial conversion rate of notes | 0.3521126 | |||||||
Convertible debt | $ 600,000 | |||||||
Number of installments | monthly_installment | 24 | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum ability to borrow under line of credit | $ 15,000,000 | |||||||
Percentage of eligible receivables | 85% | |||||||
Percentage of eligible inventory | 50% | |||||||
Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Par Value | 55,578,000 | 55,578,000 | ||||||
Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee amount | $ 112,500 | |||||||
Unused revolving line of credit | 0.75% | |||||||
Borrowing base of the credit facility | 12,500,000 | |||||||
Line of credit outstanding | $ 0 | 6,838,000 | ||||||
Line of Credit | Revolving Credit Facility | Minimum | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional interest rate | 0.50% | |||||||
Line of Credit | Revolving Credit Facility | Maximum | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional interest rate | 5.25% | |||||||
Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 8.20% | |||||||
Long-term debt, principal amount | $ 10,000,000 | 10,000,000 | ||||||
Par Value | $ 10,000,000 | $ 10,000,000 | 10,000,000 | |||||
Interest rate on notes | 4% | |||||||
Adjusted quick ratio | 1.25 | |||||||
Term loan advances percentage | 6.50% | |||||||
Secured Debt | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional interest rate | 0.75% | |||||||
Senior Convertible Notes due 2034 | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 3% | |||||||
Long-term debt, principal amount | $ 1,100,000 | $ 578,000 | 578,000 | $ 500,000 | ||||
Par Value | 578,000 | 578,000 | ||||||
Proceeds from debt issuance | 52,700,000 | |||||||
Debt extinguished | $ 50,200,000 | |||||||
Interest rate on notes | 2.75% | |||||||
Senior Convertible Notes due 2034 | Convertible Debt | Redemption, Period Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument redemption price | 100% | |||||||
Exchange Convertible Senior Notes due 2034 | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 8.20% | |||||||
Initial conversion rate of notes | 0.3448276 | |||||||
Initial conversion price of stock (in usd per share) | $ / shares | $ 2.90 | |||||||
Exchange Convertible Senior Notes due 2034 | Convertible Debt | Redemption, Period One | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt redemption conditioned upon common stock value exceeding a percentage of the conversion price | 150% | |||||||
Exchange Convertible Senior Notes due 2034 | Convertible Debt | Redemption, Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt redemption conditioned upon common stock value exceeding a percentage of the conversion price | 130% | |||||||
Senior Convertible Notes Due 2024 | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, principal amount | 55,000,000 | 55,000,000 | ||||||
Par Value | $ 55,000,000 | $ 55,000,000 | $ 55,000,000 | |||||
Debt extinguished | $ 51,800,000 | |||||||
Interest rate on notes | 5.25% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2019 | Feb. 28, 2014 |
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Net carrying value of all Notes | $ 54,499,000 | $ 54,160,000 | |||
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate on notes | 4% | ||||
Principal amount | $ 10,000,000 | 10,000,000 | |||
End of term fee accretion | 241,000 | 79,000 | |||
Unamortized debt issuance cost | (22,000) | (30,000) | |||
Net carrying value of all Notes | 10,219,000 | 10,049,000 | |||
Less: term loan, current | 833,000 | 0 | |||
Term loan, non-current | 9,386,000 | 10,049,000 | |||
Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit outstanding | 0 | 6,838,000 | |||
2014 Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate on notes | 2.75% | ||||
Principal amount | 578,000 | 578,000 | $ 500,000 | $ 1,100,000 | |
Unamortized debt discount | (8,000) | (8,000) | |||
Unamortized debt issuance cost | (2,000) | (2,000) | |||
Net carrying value of all Notes | 568,000 | 568,000 | |||
2019 Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate on notes | 5.25% | ||||
Principal amount | 55,000,000 | 55,000,000 | |||
Unamortized debt issuance cost | (1,069,000) | (1,408,000) | |||
Net carrying value of all Notes | $ 53,931,000 | $ 53,592,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 1 Months Ended | 9 Months Ended |
Aug. 31, 2022 USD ($) | Sep. 30, 2022 | |
Operating Leased Assets [Line Items] | ||
Renewal term | 5 years | |
South San Francisco | ||
Operating Leased Assets [Line Items] | ||
Percentage of sublease income | 0.25 | |
Sublease income period | 39 months | |
Expected sublease income | $ 4.7 | |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Remaining lease term | 1 year | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Remaining lease term | 7 years |
Leases - Supplemental Balance s
Leases - Supplemental Balance sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Leased Assets [Line Items] | ||
Total operating lease right-of-use assets, gross | $ 44,133 | $ 44,217 |
Accumulated amortization | (9,407) | (7,098) |
Total operating lease right-of-use assets, net | 34,726 | 37,119 |
Operating lease liabilities, current | 3,515 | 3,053 |
Operating lease liabilities, non-current | 34,869 | 37,548 |
Total operating lease liabilities | $ 38,384 | $ 40,601 |
Weighted average remaining lease term (in years) | 7 years | 7 years 8 months 12 days |
Weighted average discount rate per annum | 11.80% | 11.70% |
Operating lease right-of-use buildings | ||
Operating Leased Assets [Line Items] | ||
Total operating lease right-of-use assets, gross | $ 43,520 | $ 43,457 |
Operating lease right-of-use equipment | ||
Operating Leased Assets [Line Items] | ||
Total operating lease right-of-use assets, gross | 72 | 84 |
Operating lease right-of-use vehicles | ||
Operating Leased Assets [Line Items] | ||
Total operating lease right-of-use assets, gross | $ 541 | $ 676 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Investments and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||||
Cash and Cash Equivalents | $ 60,200 | $ 28,451 | ||
Short-Term Marketable Securities | 124,968 | 0 | ||
Cash-restricted | 1,015 | 1,016 | ||
Total cash, cash equivalents and restricted cash | 61,215 | 29,467 | $ 30,325 | $ 69,536 |
Gross Unrealized Loss | (949) | 0 | ||
Amortized Cost | 187,132 | 29,467 | ||
Fair Value | 186,183 | 29,467 | ||
Level I | U.S. treasury securities | ||||
Assets: | ||||
Cash and Cash Equivalents | 0 | |||
Short-Term Marketable Securities | 124,968 | |||
Available-for-sale, amortized cost | 125,917 | 0 | ||
Gross Unrealized Loss | (949) | 0 | ||
Available-for-sale, fair value | 124,968 | 0 | ||
Total cash, cash equivalents and restricted cash | ||||
Assets: | ||||
Cash and Cash Equivalents | 60,200 | 28,451 | ||
Cash-restricted | 1,015 | 1,016 | ||
Total cash, cash equivalents and restricted cash | 61,215 | 29,467 | ||
Cash and money market funds | ||||
Assets: | ||||
Cash and Cash Equivalents | 60,200 | 28,451 | ||
Cash-restricted | ||||
Assets: | ||||
Cash-restricted | $ 1,015 | $ 1,016 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Aug. 02, 2021 | Nov. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Par Value | $ 65,578,000 | $ 72,416,000 | ||
Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Debt | 64,718,000 | 71,047,000 | ||
Fair Value | ||||
Debt Instrument [Line Items] | ||||
Debt | 56,267,000 | 99,432,000 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Par Value | 55,578,000 | 55,578,000 | ||
Convertible Debt | Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Debt | 54,499,000 | 54,160,000 | ||
Convertible Debt | Fair Value | ||||
Debt Instrument [Line Items] | ||||
Debt | 46,931,000 | 82,481,000 | ||
Convertible Debt | 2014 Notes | ||||
Debt Instrument [Line Items] | ||||
Par Value | 578,000 | 578,000 | ||
Convertible Debt | 2014 Notes | Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Debt | 568,000 | 568,000 | ||
Convertible Debt | 2014 Notes | Fair Value | ||||
Debt Instrument [Line Items] | ||||
Debt | 467,000 | 601,000 | ||
Convertible Debt | 2019 Notes | ||||
Debt Instrument [Line Items] | ||||
Par Value | 55,000,000 | 55,000,000 | $ 55,000,000 | |
Convertible Debt | 2019 Notes | Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Debt | 53,931,000 | 53,592,000 | ||
Convertible Debt | 2019 Notes | Fair Value | ||||
Debt Instrument [Line Items] | ||||
Debt | 46,464,000 | 81,880,000 | ||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Par Value | 10,000,000 | 10,000,000 | $ 10,000,000 | |
Secured Debt | Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Debt | 10,219,000 | 10,049,000 | ||
Secured Debt | Fair Value | ||||
Debt Instrument [Line Items] | ||||
Debt | 9,336,000 | 10,113,000 | ||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Advances under revolving credit agreement | 0 | 6,838,000 | ||
Line of Credit | Carrying Value | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Advances under revolving credit agreement | 0 | 6,838,000 | ||
Line of Credit | Fair Value | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Advances under revolving credit agreement | $ 0 | $ 6,838,000 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 USD ($) | Aug. 31, 2022 USD ($) | Sep. 30, 2022 reporting_unit | Jun. 30, 2022 reporting_unit | |
Fair Value Disclosures [Abstract] | ||||
Number of reporting units | reporting_unit | 2 | 1 | ||
Impairment of goodwill | $ | $ 0 | $ 0 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - shares | 9 Months Ended | ||
Apr. 04, 2022 | Sep. 30, 2022 | Apr. 30, 2022 | |
Shareholders' Equity [Line Items] | |||
Number of remaining securities available for future issuance (in shares) | 7,534,000 | ||
Performance Shares | Minimum | |||
Shareholders' Equity [Line Items] | |||
Percentage of performance period | 0% | ||
Performance Shares | Maximum | |||
Shareholders' Equity [Line Items] | |||
Percentage of performance period | 200% | ||
2022 Inducement Equity Incentive Plan | |||
Shareholders' Equity [Line Items] | |||
Number of remaining securities available for future issuance (in shares) | 9,500,000 | 1,560,000 | 9,500,000 |
Series B Preferred Stock | |||
Shareholders' Equity [Line Items] | |||
Shares issued (shares) | 255,559 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Shares Reserved for Future Issuance Under Equity Compensation Plans (Details) - shares shares in Thousands | Sep. 30, 2022 | Apr. 30, 2022 | Apr. 04, 2022 |
Class of Stock [Line Items] | |||
Number of remaining securities available for future issuance (in shares) | 7,534 | ||
2022 Inducement Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Number of remaining securities available for future issuance (in shares) | 1,560 | 9,500 | 9,500 |
2011 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Number of remaining securities available for future issuance (in shares) | 3,650 | ||
2017 Inducement Award Plan | |||
Class of Stock [Line Items] | |||
Number of remaining securities available for future issuance (in shares) | 0 | ||
DVS Sciences Inc. 2010 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Number of remaining securities available for future issuance (in shares) | 0 | ||
2017 Employee Stock Purchase Plan | |||
Class of Stock [Line Items] | |||
Number of remaining securities available for future issuance (in shares) | 2,324 | ||
Securities To Be Issued Upon Exercise Of Options | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 8,345 | ||
Securities To Be Issued Upon Exercise Of Options | 2022 Inducement Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 6,498 | ||
Securities To Be Issued Upon Exercise Of Options | 2011 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 1,685 | ||
Securities To Be Issued Upon Exercise Of Options | 2017 Inducement Award Plan | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 159 | ||
Securities To Be Issued Upon Exercise Of Options | DVS Sciences Inc. 2010 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 3 | ||
Securities To Be Issued Upon Exercise Of Options | 2017 Employee Stock Purchase Plan | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 0 | ||
Securities To Be Issued Upon Release Of Restricted Stock and Performance Stock Units at Maximum | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 6,622 | ||
Securities To Be Issued Upon Release Of Restricted Stock and Performance Stock Units at Maximum | 2022 Inducement Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 1,379 | ||
Securities To Be Issued Upon Release Of Restricted Stock and Performance Stock Units at Maximum | 2011 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 5,225 | ||
Securities To Be Issued Upon Release Of Restricted Stock and Performance Stock Units at Maximum | 2017 Inducement Award Plan | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 18 | ||
Securities To Be Issued Upon Release Of Restricted Stock and Performance Stock Units at Maximum | DVS Sciences Inc. 2010 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 0 | ||
Securities To Be Issued Upon Release Of Restricted Stock and Performance Stock Units at Maximum | 2017 Employee Stock Purchase Plan | |||
Class of Stock [Line Items] | |||
Securities to be issued (in shares) | 0 |
Stock-Based Plans - Narrative (
Stock-Based Plans - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
May 31, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2022 | Apr. 30, 2022 | Apr. 04, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of remaining securities available for future issuance (in shares) | 7,534,000 | |||||
2011 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Additional awards authorized for issuance (shares) | 4,100,000 | 1,400,000 | 5,000,000 | |||
2022 Inducement Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of remaining securities available for future issuance (in shares) | 1,560,000 | 9,500,000 | 9,500,000 | |||
Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation cost related to stock-based compensation arrangements | $ 15,000,000 | |||||
Weighted average remaining contractual terms | 3 years 6 months | |||||
2017 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of remaining securities available for future issuance (in shares) | 2,324,000 | |||||
Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of months over which options vest ratably | 36 months | |||||
Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of months over which options vest ratably | 48 months | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Award vesting percentage | 25% | |||||
Total unrecognized compensation cost related to stock-based compensation arrangements | $ 17,100,000 | |||||
Weighted average remaining contractual terms | 2 years 6 months | |||||
Vested (in shares) | 2,059,000 | |||||
Granted (in shares) | 3,492,000 | |||||
Restricted Stock Units (RSUs) | Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Rate at which outstanding options vest on the first anniversary of the option grant date | 25% | |||||
Stock options, restricted stock units and performance awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period | 10 years | |||||
Stock option grants exercise price minimum percentage on fair market value | 100% | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Total unrecognized compensation cost related to stock-based compensation arrangements | $ 1,300,000 | |||||
Weighted average remaining contractual terms | 1 year 2 months 12 days | |||||
Vested (in shares) | 0 | |||||
Granted (in shares) | 0 | |||||
Performance Shares | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of performance period | 0% | |||||
Performance Shares | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of performance period | 200% | |||||
Employee Stock | 2017 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
ESPP, offering period | 6 months | |||||
Maximum employee subscription rate | 10% | |||||
Maximum employee purchase amount | $ 25,000 | |||||
Purchase price of common stock, percent | 85% |
Stock-Based Plans - Restricted
Stock-Based Plans - Restricted and Performance Stock Units (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Number of Nonvested and Outstanding Units | |
Beginning balance (in shares) | shares | 5,141,000 |
Granted (in shares) | shares | 3,492,000 |
Released (in shares) | shares | (2,059,000) |
Forfeited (in shares) | shares | (1,379,000) |
Ending balance (in shares) | shares | 5,195,000 |
Weighted-Average Grant Date Fair Value per Unit | |
Beginning balance (in usd per share) | $ / shares | $ 5.18 |
Granted (in usd per share) | $ / shares | 3.16 |
Released (in usd per share) | $ / shares | 4.95 |
Forfeited (in usd per share) | $ / shares | 4.64 |
Ending balance (in usd per share) | $ / shares | $ 4.02 |
Performance Shares | |
Number of Nonvested and Outstanding Units | |
Beginning balance (in shares) | shares | 1,210,000 |
Granted (in shares) | shares | 0 |
Performance adjustment for 2018 awards (in shares) | shares | (341,000) |
Released (in shares) | shares | 0 |
Forfeited (in shares) | shares | (156,000) |
Ending balance (in shares) | shares | 713,000 |
Weighted-Average Grant Date Fair Value per Unit | |
Beginning balance (in usd per share) | $ / shares | $ 10.11 |
Granted (in usd per share) | $ / shares | 0 |
Performance adjustment for 2018 awards (in usd per share ) | $ / shares | 16.97 |
Released (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 8.17 |
Ending balance (in usd per share) | $ / shares | $ 6.38 |
Stock-Based Plans - Stock Optio
Stock-Based Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 04, 2022 | |
Number of Options | ||||
Beginning balance (in shares) | 1,597 | 1,597 | ||
Options granted (in shares) | 7,810 | |||
Option exercised (in shares) | (31) | |||
Options forfeited (in shares) | (1,031) | |||
Ending balance (in shares) | 8,345 | 1,597 | ||
Vested (in shares) | 1,898 | |||
Unvested awards (in shares) | 6,447 | |||
Weighted-Average Exercise Price per Option | ||||
Beginning balance (in usd per share) | $ 7.08 | $ 7.08 | ||
Options granted (in usd per share) | 3.91 | |||
Options exercised (in usd per share) | 3.25 | |||
Options forfeited (in usd per share) | 4.55 | |||
Ending balance (in usd per share) | 4.44 | $ 7.08 | ||
Vested (in usd per share) | 6.20 | |||
Unvested awards (in usd per share) | $ 3.92 | |||
Weighted- Average Remaining Contractual Life (in Years) | ||||
Contractual term | 8 years 8 months 12 days | 5 years 7 months 6 days | ||
Vested | 6 years | |||
Unvested awards | 9 years 6 months | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 0 | $ 82 | ||
Options exercised | 10 | |||
Vested | 0 | |||
Unvested awards | $ 0 | |||
Share price (in usd per share) | $ 3.59 | $ 1.10 | $ 3.99 |
Stock-Based Plans - Stock-Based
Stock-Based Plans - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 4,494 | $ 4,320 | $ 13,199 | $ 11,738 |
Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 77 | 130 | 270 | 509 |
Restricted stock units, stock options and performance stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 4,417 | $ 4,190 | $ 12,929 | $ 11,229 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 713 | $ 1,422 | $ 2,900 | $ 3,609 |
Effective income tax rate | 1.70% | 6.80% |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended | ||
Sep. 30, 2022 USD ($) | Aug. 31, 2022 USD ($) | Sep. 30, 2022 Segment | |
Segment Reporting [Abstract] | |||
Number of reporting segments | Segment | 2 | ||
Impairment of goodwill | $ 0 | $ 0 | |
Impairment of intangible assets | $ 0 | $ 0 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 25,646 | $ 28,504 | $ 70,927 | $ 92,316 |
Operating Income (Loss) | (29,027) | (19,612) | (95,093) | (56,200) |
Corporate expenses | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (15,624) | (11,219) | (47,552) | (35,637) |
Mass Cytometry | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 14,566 | 15,837 | 38,764 | 46,498 |
Mass Cytometry | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (4,851) | (3,574) | (22,929) | (12,080) |
Microfluidics | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 11,080 | 12,667 | 32,163 | 45,818 |
Microfluidics | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | $ (8,552) | $ (4,819) | $ (24,612) | $ (8,483) |
Restructuring and Other Relat_3
Restructuring and Other Related Costs - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Charges | $ 2,245 | $ 2,245 | |
Severance and employee-related benefits | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges | 1,293 | 1,293 | |
Legal and consulting expenses | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges | $ 952 | $ 952 | |
Minimum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected restructuring costs | $ 3,000 | ||
Maximum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected restructuring costs | $ 5,000 |
Restructuring and Other Relat_4
Restructuring and Other Related Costs - Summary of the Changes in Our Restructuring and Other Related Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 0 | |
Charges | $ 2,245 | 2,245 |
Payments | (1,226) | |
Ending balance | 1,019 | 1,019 |
Severance and employee-related benefits | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Charges | 1,293 | 1,293 |
Payments | (386) | |
Ending balance | 907 | 907 |
Legal and consulting expenses | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Charges | 952 | 952 |
Payments | (840) | |
Ending balance | $ 112 | $ 112 |
Restructuring and Other Relat_5
Restructuring and Other Related Costs - Restructuring and Other Efficiency Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other related costs | $ 2,245 | $ 2,245 |
Severance and employee-related benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other related costs | 1,293 | 1,293 |
Severance and employee-related benefits | Mass Cytometry | Operating segments | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other related costs | 428 | 428 |
Severance and employee-related benefits | Microfluidics | Operating segments | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other related costs | 499 | 499 |
Severance and employee-related benefits | Cost of product and service | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other related costs | 36 | 36 |
Severance and employee-related benefits | Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other related costs | 164 | 164 |
Severance and employee-related benefits | Selling, general and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other related costs | 1,093 | 1,093 |
Legal and consulting expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other related costs | 952 | 952 |
Legal and consulting expenses | Corporate expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other related costs | 1,318 | 1,318 |
Legal and consulting expenses | Selling, general and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other related costs | $ 952 | $ 952 |