Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Transition Report | false | |
Entity File Number | 001-34899 | |
Entity Registrant Name | Pacific Biosciences of California, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 16-1590339 | |
Entity Address, Address Line One | 1305 O’Brien Drive | |
Entity Address, City or Town | Menlo Park | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94025 | |
City Area Code | 650 | |
Local Phone Number | 521-8000 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | PACB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 226,109,275 | |
Amendment Flag | false | |
Entity Central Index Key | 0001299130 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 304,433 | $ 460,725 |
Investments | 529,907 | 583,675 |
Accounts receivable, net | 22,756 | 24,241 |
Inventory, net | 43,495 | 24,599 |
Prepaid expenses and other current assets | 13,005 | 7,394 |
Short-term restricted cash | 300 | 500 |
Total current assets | 913,896 | 1,101,134 |
Property and equipment, net | 39,154 | 32,504 |
Operating lease right-of-use assets, net | 41,533 | 46,617 |
Long-term restricted cash | 2,922 | 4,592 |
Intangible assets, net | 410,294 | 410,979 |
Goodwill | 409,974 | 409,974 |
Other long-term assets | 1,176 | 1,170 |
Total assets | 1,818,949 | 2,006,970 |
Current liabilities | ||
Accounts payable | 12,853 | 11,002 |
Accrued expenses | 24,886 | 36,261 |
Deferred revenue, current | 30,689 | 10,977 |
Operating lease liabilities, current | 8,612 | 7,710 |
Other liabilities, current | 4,609 | 5,759 |
Total current liabilities | 81,649 | 71,709 |
Deferred revenue, non-current | 1,762 | 25,049 |
Contingent consideration liability, non-current | 167,496 | 169,717 |
Operating lease liabilities, non-current | 43,163 | 49,970 |
Convertible senior notes, net, non-current | 896,529 | 896,067 |
Other liabilities, non-current | 1,759 | 3,471 |
Total liabilities | 1,192,358 | 1,215,983 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value: Authorized 50,000 shares; No shares issued or outstanding | ||
Common stock, $0.001 par value: Authorized 1,000,000 shares; issued and outstanding 225,916 and 220,978 shares at September 30, 2022 and December 31, 2021, respectively | 226 | 221 |
Additional paid-in capital | 2,080,581 | 2,009,945 |
Accumulated other comprehensive loss | (6,260) | (1,087) |
Accumulated deficit | (1,447,956) | (1,218,092) |
Total stockholders' equity | 626,591 | 790,987 |
Total liabilities and stockholders' equity | $ 1,818,949 | $ 2,006,970 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 50,000 | 50,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 1,000,000 | 1,000,000 |
Common Stock, shares issued | 225,916 | 220,978 |
Common Stock, shares outstanding | 225,916 | 220,978 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - 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 | $ 32,311 | $ 34,887 | $ 100,951 | $ 94,494 |
Cost of revenue: | ||||
Cost of product revenue | 15,568 | 15,530 | 45,887 | 41,449 |
Cost of service and other revenue | 3,012 | 3,870 | 10,619 | 10,828 |
Amortization of Intangible Assets | 184 | 123 | 550 | 123 |
Total cost of revenue | 18,764 | 19,523 | 57,056 | 52,400 |
Gross profit | 13,547 | 15,364 | 43,895 | 42,094 |
Operating expense: | ||||
Research and development | 47,092 | 27,508 | 150,377 | 70,323 |
Sales, general and administrative | 36,795 | 31,606 | 115,851 | 86,804 |
Merger-related expenses | 30,726 | 30,726 | ||
Change in fair value of contingent consideration | 4,280 | (2,221) | ||
Total operating expense | 88,167 | 89,840 | 264,007 | 187,853 |
Operating loss | (74,620) | (74,476) | (220,112) | (145,759) |
Loss from Continuation Advances | (52,000) | |||
Interest expense | (3,664) | (3,673) | (11,042) | (9,051) |
Other income (expense), net | 1,313 | (133) | 1,290 | 92 |
Loss before benefit from income taxes | (76,971) | (78,282) | (229,864) | (206,718) |
Benefit from income taxes | (94,824) | (94,824) | ||
Net (loss) income | (76,971) | 16,542 | (229,864) | (111,894) |
Other comprehensive loss: | ||||
Unrealized loss on investments | (803) | 33 | (5,173) | (58) |
Comprehensive loss | $ (77,774) | $ 16,575 | $ (235,037) | $ (111,952) |
Net (loss) income per share: | ||||
Diluted | $ (0.34) | $ 0.08 | $ (1.03) | $ (0.56) |
Basic | $ (0.34) | $ 0.08 | $ (1.03) | $ (0.56) |
Weighted average shares outstanding used in calculating net loss per share: | ||||
Basic | 225,123 | 202,194 | 223,981 | 198,545 |
Diluted | 225,123 | 215,127 | 223,981 | 198,545 |
Product [Member] | ||||
Revenue: | ||||
Total revenue | $ 27,509 | $ 30,502 | $ 85,928 | $ 82,338 |
Service and Other [Member] | ||||
Revenue: | ||||
Total revenue | $ 4,802 | $ 4,385 | $ 15,023 | $ 12,156 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2020 | $ 192 | $ 1,372,083 | $ 85 | $ (1,036,869) | $ 335,491 |
Balance, shares at Dec. 31, 2020 | 192,294 | ||||
Net (loss) income | (111,894) | (111,894) | |||
Other comprehensive income (loss) | (58) | (58) | |||
Issuance of common stock in conjunction with equity plans | $ 9 | 30,113 | 30,122 | ||
Issuance of common stock in conjunction with equity plans, shares | 8,126 | ||||
Issuance of common stock in Private Placement, net of issuance costs | $ 11 | 294,834 | 294,845 | ||
Issuance of common stock in Private Placement, net of issuance costs, Shares | 11,215 | ||||
Issuance of common stock in acquisition of Omniome | $ 9 | 237,875 | 237,884 | ||
Issuance of common stock in acquisition of Omniome, shares | 8,912 | ||||
Stock-based compensation expense | 54,417 | 54,417 | |||
Balance at Sep. 30, 2021 | $ 221 | 1,989,322 | 27 | (1,148,763) | 840,807 |
Balance, shares at Sep. 30, 2021 | 220,547 | ||||
Balance at Jun. 30, 2021 | $ 199 | 1,423,357 | (6) | (1,165,305) | 258,245 |
Balance, shares at Jun. 30, 2021 | 198,917 | ||||
Net (loss) income | 16,542 | 16,542 | |||
Other comprehensive income (loss) | 33 | 33 | |||
Issuance of common stock in conjunction with equity plans | $ 2 | 4,809 | 4,811 | ||
Issuance of common stock in conjunction with equity plans, shares | 1,503 | ||||
Issuance of common stock in Private Placement, net of issuance costs | $ 11 | 294,834 | 294,845 | ||
Issuance of common stock in Private Placement, net of issuance costs, Shares | 11,215 | ||||
Issuance of common stock in acquisition of Omniome | $ 9 | 237,875 | 237,884 | ||
Issuance of common stock in acquisition of Omniome, shares | 8,912 | ||||
Stock-based compensation expense | 28,447 | 28,447 | |||
Balance at Sep. 30, 2021 | $ 221 | 1,989,322 | 27 | (1,148,763) | 840,807 |
Balance, shares at Sep. 30, 2021 | 220,547 | ||||
Balance at Dec. 31, 2021 | $ 221 | 2,009,945 | (1,087) | (1,218,092) | $ 790,987 |
Balance, shares at Dec. 31, 2021 | 220,978 | 220,978 | |||
Net (loss) income | (229,864) | $ (229,864) | |||
Other comprehensive income (loss) | (5,173) | (5,173) | |||
Issuance of common stock in conjunction with equity plans | $ 5 | 9,978 | 9,983 | ||
Issuance of common stock in conjunction with equity plans, shares | 4,938 | ||||
Stock-based compensation expense | 60,658 | 60,658 | |||
Balance at Sep. 30, 2022 | $ 226 | 2,080,581 | (6,260) | (1,447,956) | $ 626,591 |
Balance, shares at Sep. 30, 2022 | 225,916 | 225,916 | |||
Balance at Jun. 30, 2022 | $ 225 | 2,058,103 | (5,457) | (1,370,985) | $ 681,886 |
Balance, shares at Jun. 30, 2022 | 224,756 | ||||
Net (loss) income | (76,971) | (76,971) | |||
Other comprehensive income (loss) | (803) | (803) | |||
Issuance of common stock in conjunction with equity plans | $ 1 | 3,542 | 3,543 | ||
Issuance of common stock in conjunction with equity plans, shares | 1,160 | ||||
Stock-based compensation expense | 18,936 | 18,936 | |||
Balance at Sep. 30, 2022 | $ 226 | $ 2,080,581 | $ (6,260) | $ (1,447,956) | $ 626,591 |
Balance, shares at Sep. 30, 2022 | 225,916 | 225,916 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (229,864) | $ (111,894) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Loss from Continuation Advances | 52,000 | |
Depreciation | 6,937 | 4,943 |
Amortization of intangible assets | 685 | 154 |
Amortization of right-of-use assets | 5,152 | 2,403 |
Amortization of debt discount and financing costs | 480 | 381 |
Stock-based compensation | 60,658 | 54,417 |
Amortization from investment premium | 1,069 | 3,107 |
Deferred income taxes | (94,824) | |
Change in the estimated fair value of contingent consideration | (2,221) | |
Loss on disposition of equipment | 82 | |
Changes in assets and liabilities | ||
Accounts receivable | 1,485 | (6,871) |
Inventory | (20,700) | (5,453) |
Prepaid expenses and other assets | (5,685) | (1) |
Accounts payable | 1,511 | 196 |
Accrued expenses | (11,054) | 10,267 |
Deferred revenue | (3,575) | 17,930 |
Operating lease liabilities | (5,905) | (3,231) |
Other liabilities | (1,700) | (2,996) |
Net cash used in operating activities | (202,645) | (79,472) |
Cash flows from investing activities | ||
Purchase of property and equipment | (11,846) | (3,089) |
Purchase of investments | (307,899) | (857,421) |
Sales of investments | 212,734 | |
Maturities of investments | 355,425 | 223,285 |
Net cash provided by (used) in investing activities | 35,680 | (744,284) |
Cash flows from financing activities | ||
Continuation Advances | (52,000) | |
Proceeds from issuance of Convertible Senior Notes, net of issuance costs | 895,536 | |
Proceeds from issuance of common stock under equity offerings, net of issuance costs | 294,846 | |
Proceeds from issuance of common stock from equity plans | 9,983 | 30,121 |
Notes payable principal payoff | (1,180) | |
Other | (246) | |
Net cash provided by financing activities | 8,803 | 1,168,257 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (158,162) | 344,501 |
Cash and cash equivalents and restricted cash at beginning of period | 465,817 | 85,947 |
Cash and cash equivalents and restricted cash at end of period | 307,655 | 430,448 |
Cash and cash equivalents at end of period | 304,433 | 425,388 |
Restricted cash at end of period | $ 3,222 | 5,060 |
Supplemental disclosure of non-cash investing and financing activities | ||
Issuance of common stock in acquisition of Omniome | 237,884 | |
Circulomics, Inc [Member] | ||
Cash flows from investing activities | ||
Cash paid for purchase of business acquisition, net of cash acquired | (28,560) | |
Omniome, Inc [Member] | ||
Cash flows from investing activities | ||
Cash paid for purchase of business acquisition, net of cash acquired | $ (291,233) |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Significant Accounting Policies[Abstract] | |
Organization and Significant Accounting Policies | NOTE 1 . ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES We are a life science technology company that designs, develops, and manufactures advanced sequencing solutions to help scientists and clinical researchers resolve genetically complex problems. Our products and technology under development stem from two highly differentiated core technologies focused on accuracy, quality and completeness which include our existing HiFi long-read sequencing technology and our emerging short-read Sequencing by Binding (SBB ® ) technology. Our products address solutions across a broad set of applications including human germline sequencing, plant and animal sciences, infectious disease and microbiology, oncology, and other emerging applications. Our focus is on providing our customers with advanced sequencing technologies with higher throughput and improved workflows that we believe will enable dramatic advancements in routine healthcare. Our customers include academic and governmental research institutions, commercial testing and service laboratories, genome centers, public health labs, hospitals and clinical research institutes, contract research organizations (CROs), pharmaceutical companies and agricultural companies. References in this report to “PacBio,” “we,” “us,” the “Company,” and “our” refer to Pacific Biosciences of California, Inc. and its consolidated subsidiaries. Basis of Presentation and Consolidation Our unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, as set forth in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC. The unaudited condensed consolidated financial statements include the accounts of Pacific Biosciences and our wholly owned subsidiaries. Certain information and footnote disclosures typically included in our audited financial statements have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements have been prepared on a consistent basis with the December 31, 2021 audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state our financial position, results of operations, comprehensive (loss) income, and cash flows for the period, but are not necessarily indicative of the results to be expected for the entire year or any future periods. All intercompany transactions and balances have been eliminated. The financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes to the financial statements. On an ongoing basis, we evaluate our significant estimates including, but not limited to, the valuation of inventory, the determination of stand-alone selling prices for revenue recognition, the fair value of contingent consideration, the valuation of acquired intangible assets, the fair value of certain equity awards, the useful lives assigned to long-lived assets, the computation of provisions for income taxes, the borrowing rate used in calculating the operating lease right-of-use assets and operating lease liabilities, the probability associated with variable payments under partnership development agreements, and the valuations related to our convertible senior notes. While the extent of the potential impact of the current macroeconomic conditions and ongoing COVID-19 pandemic on our business is highly uncertain, we considered information available related to assumptions and estimates used to determine the results reported and asset valuations as of September 30, 2022. Actual results could differ materially from these estimates. Cash, Cash Equivalents, and Investments We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash equivalents may be comprised of money market funds, certificates of deposit, commercial paper, corporate bonds and notes, and government agencies’ securities. We classify our investments in debt securities as available-for sale and report the investments at fair value in current assets. We evaluate our available-for-sale investments in unrealized loss positions and assess whether the unrealized loss is credit-related. Unrealized gains and losses that are not credit-related are recognized in accumulated other comprehensive (loss) income in stockholders’ equity. Realized gains and losses, expected credit losses, as well as interest income, on available-for-sale securities are also reported in other income (expense), net. The cost used in the determination of gains and losses of securities sold is based on the specific identification method. The cost of marketable securities is adjusted for the amortization of premiums and discounts to expected maturity. Premium and discount amortization is recorded in other income (expense), net. Our investment portfolio at any point in time contains investments in cash deposits, money market funds, commercial paper, corporate debt securities and U.S. government and agency securities with high credit ratings. We have established guidelines regarding diversification and maturities of investments with the objectives of maintaining safety and liquidity, while maximizing yield. Concentration and Other Risks For the three and nine months ended September 30, 2022, one customer accounted for approximately 13 % and 11 % of total revenue during the period. For the three and nine months ended September 30, 2021, one customer accounted for approximately 17 % and 15 % of total revenue during the period. No other customers exceeded 10% during those periods. As of September 30, 2022, 54 % of our accounts receivable were from domestic customers, compared to 53 % as of December 31, 2021. As of September 30, 2022, one customer represented 10 % of our accounts receivable, while no customer represented 10% or greater of our net accounts receivable as of December 31, 2021. Recent Accounting Pronouncements There are no accounting standards updates (“ASUs”) that have been recently adopted. Significant Accounting Policies There have been no changes to our significant accounting policies as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021; however, as a result of certain changes to the standard contractual terms and conditions with customers implemented during the quarter ended March 31, 2022, we concluded that a change in the application of our accounting policy, in accordance with ASC 606, was appropriate. Specifically, we modified the standard contractual terms with customers during the first quarter of 2022, to reflect transfer of title and risk of loss and right to invoice upon delivery. We also updated the terms of the warranty provided with the instrument to remove the service component. As a result, the warranty is no longer a separate performance obligation and, accordingly, we accrue for the cost of the assurance warranty when revenue of the instrument is recognized. In addition, because of technical enhancements associated with our more recent instrument releases, including the Sequel IIe systems, installation services are now distinct from the instrument itself. Therefore, instrument revenue is now recognized upon transfer of control of the asset to the customer, which is generally upon delivery for sales made to our non-distributor customers. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business acquisitions [Abstract] | |
Business Acquisitions | NOTE 2. BUSINESS ACQUISITIONS Omniome, Inc. On September 20, 2021, we completed our acquisition of Omniome, Inc. (“Omniome”), a San Diego-based company, to obtain their proprietary short-read DNA sequencing platform capable of delivering high accuracy (the “Omniome acquisition”). In connection with the Omniome acquisition, all outstanding equity securities of Omniome were cancelled in exchange for approximately $ 315.7 million in cash, 8,911,580 shares of our common stock with a fair value of $ 249.4 million and contingent consideration with a fair value of $ 168.6 million. The fair value of the 8,911,580 common shares issued was determined based on the closing market price of PacBio’s common shares on the acquisition date. In addition, approximately $ 18.9 million, comprised of $ 7.4 million of cash, 226,811 shares of our common stock with a fair value of $ 6.3 million, and $ 5.2 million related to contingent consideration, was accounted for as a one-time post acquisition stock-based compensation expense. This stock-based compensation expense was due to accelerated vesting of Omniome stock awards in connection with the acquisition. In connection with the acquisition, contingent consideration of $ 200 million (composed of $ 100 million in cash and $ 100 million in shares of our common stock) is due upon the achievement of a milestone, defined as the first commercial shipment to a customer of a nucleotide sequencing platform, comprising both an instrument and related consumables, that utilizes SBB technology. The number of shares of stock to be issued will be determined using the volume-weighted average of the trading prices of our common stock for the twenty trading days ending with and including the trading day that is two days immediately prior to the achievement of the milestone. Of the $ 100 million in shares of our common stock to be issued as part of the milestone, $ 4.1 million was attributable to stock options issued by PacBio in replacement of Omniome’s unvested options as part of the transaction. Upon achievement of the milestone, shares will be issued not in excess of an amount equal to 19.9 % of our outstanding shares of common stock on the date of closing (prior to the issuance of any shares issued in connection with the transaction or the related private placement), less 11,500,000 shares. The contingent consideration is accounted for as a liability at fair value, with changes during each reporting period recognized in our Consolidated Statements of Operations and Comprehensive Loss. The fair value of the contingent consideration liability is calculated, with the assistance from a third-party valuation firm, using a scenario-based method which considers a range of possible outcomes and their assigned probabilities of occurrence. The potential outcomes are discounted to present value at a discount rate equal to the sum of the term-matched risk-free-interest rate plus PacBio’s credit spread. The total consideration transferred for the acquisition is as follows (in thousands): Total cash paid $ 315,703 Fair value of share consideration 249,435 Fair value of contingent consideration 168,574 Less: Stock-based compensation expense excluded from consideration transferred ( 18,923 ) Total consideration transferred $ 714,789 The acquisition was accounted for as a business combination and, accordingly, the total fair value of the consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. As of December 31, 2021, the major classes of assets and liabilities to which we have allocated the total fair value of the consideration transferred were as follows (in thousands): Cash and cash equivalents $ 15,338 Property and equipment, net 6,123 Operating lease right-of-use assets, net 18,095 In-process research and development ("IPR&D") 400,000 Goodwill 390,665 Other assets 3,203 Deferred income tax liability ( 91,814 ) Liabilities assumed ( 26,821 ) Total consideration transferred $ 714,789 During the year ended December 31, 2021, we recorded a measurement period adjustment of $ 1.6 million to decrease goodwill and a corresponding $ 0.4 million to decrease the deferred tax liability on the Consolidated Balance Sheet, and a $ 1.2 million decrease to our benefit from income taxes on the Consolidated Statements of Operations and Comprehensive (Loss) Income. The measurement period adjustment was due to new information that became available to us upon the completion of the IRC Section 382 Tax Study, where we identified additional net operating losses that are available to us from acquired assets. Refer to Note 9 – Income Taxes , in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2021 for more information . The goodwill recognized was primarily attributable to the assembled workforce and synergies that are expected to occur from the integration of Omniome and is not deductible for income tax purposes. We incurred costs related to the Omniome acquisition of approximately $ 11.6 million during the three and nine months ended September 30, 2021, which are included in merger-related costs on the Consolidated Statement of Operations and Comprehensive (Loss) Income. No significant merger-related costs were incurred during the three and nine months ended September 30, 2022. The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if Omniome had been acquired as of the beginning of 2020, giving effect on a pro forma basis to the purchase accounting adjustments such as $ 11.6 million of PacBio acquisition-related costs, $ 18.9 million of stock-based compensation expense related to acceleration of certain Omniome stock options not attributable to pre-combination service, and a $ 92.2 million one-time income tax benefit from the reduction of our deferred tax asset valuation allowance resulting from the Omniome acquisition, as well as a pro forma adjustment to reflect $ 16.7 million of Omniome’s acquisition-related costs. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the consolidated results of the combined business had the acquisition actually occurred at the beginning of 2020 or the results of future operations of the combined business. The following table summarizes the unaudited pro forma financial information (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Pro forma total revenue $ 34,887 $ 94,494 Pro forma net loss $ ( 54,802 ) $ ( 213,715 ) Our consolidated financial statements include the results of operations for Omniome beginning September 20, 2021. Revenues of $ 0 and a net loss of $ 1.6 million from the acquired Omniome business have been included in our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2021. Circulomics, Inc. On July 20, 2021, we acquired Circulomics Inc. (“Circulomics”), a Maryland-based biotechnology company focused on delivering highly differentiated sample preparation products that enable genomic workflows (the “Circulomics acquisition”). We paid $ 29.5 million in cash in exchange for all outstanding shares of common stock of Circulomics. We allocated the consideration transferred to the identifiable assets acquired and liabilities assumed based on their respective fair values at the date of the completion of the Circulomics acquisition. The major classes of assets and liabilities to which we have allocated the total fair value of the consideration transferred were as follows (in thousands): Cash and cash equivalents $ 987 Property and equipment, net 214 Intangible assets 11,360 Goodwill 19,309 Other assets 467 Deferred income tax liability ( 2,672 ) Liabilities assumed ( 118 ) Total consideration transferred $ 29,547 The excess of the value of consideration paid over the aggregate fair value of those net assets has been recorded as goodwill. We recognized goodwill of $ 19.3 million, which is primarily attributable to the synergies expected from capabilities in extraction and sample preparation and is not deductible for income tax purposes. We recorded $ 11.4 million for the fair value of acquired intangible assets, which consist of developed technology and customer relationships. |
Invitae Collaboration
Invitae Collaboration | 9 Months Ended |
Sep. 30, 2022 | |
Invitae Collaboration [Abstract] | |
Invitae Collaboration | NOTE 3. INVITAE COLLABORATIO N On June 24, 2022, we entered into an Amended and Restated Development and Commercialization Agreement (the “Amended and Restated Agreement”) with Invitae Corporation (“Invitae”). The Amended and Restated Agreement amended and restated the existing Development and Commercialization Agreement, effective as of January 12, 2021, as amended by Amendment No. 1 to Development and Commercialization Agreement, entered into on June 3, 2021, by and between us and Invitae (together, the “Original Agreement”). Unless otherwise agreed in writing or terminated in accordance with the Amended and Restated Agreement, the term of the Amended and Restated Agreement shall continue until June 30, 2028 (“Term”). Pursuant to the Original Agreement, Invitae provided certain funding to us to develop products relating to production-scale high-throughput sequencing (“Program Products”). If Program Products were to become commercially available, Invitae had the right to purchase the Program Products at preferred pricing. Under the Amended and Restated Agreement, we will continue to receive feedback, input and insight from Invitae in connection with the intended development of our new sequencing systems; however, such feedback will not be contractually required, and Invitae has no contractual right to participate in decisions regarding the development program for such new sequencing systems. Our development plans for such new sequencing systems will be at our discretion and pursuant to our own internal processes and programs. Invitae will not be contractually obligated to reimburse us for development costs under the Amended and Restated Agreement. There can be no assurances that the in-development sequencing systems will continue to be developed, be successfully developed or become available for commercial sale. In consideration of the non-refundable payments received from Invitae pursuant to the Original Agreement of $ 23.5 million, we will provide Invitae with credits in connection with Invitae’s anticipated purchase of certain currently available and in-development sequencing systems (instruments and consumables). The credits will expire on June 30, 2025 (“Credit Expiration Date”). Subject to certain conditions, Invitae will also be entitled to most favored pricing for the Company’s Sequel IIe systems and certain in-development systems through the Term. We and Invitae may terminate the Amended and Restated Agreement if the other party remains in material breach of the Amended and Restated Agreement following a cure period to remedy the material breach. The Amended and Restated Agreement is deemed a contract modification and accounted for on a prospective basis in accordance with ASC Topic 606. We will recognize proportionate amounts of the transaction price, including payments made by Invitae to us pursuant to the Original Agreement, in revenue as the remaining performance obligations are satisfied, which is when Invitae places purchase orders for certain currently available and in-development sequencing platforms and the associated goods are delivered. Any remaining unused credits will be recognized when they expire. During the three and nine months ended September 30, 2022, Invitae purchased certain currently available instruments, for which $ 0 and $ 3.7 million, respectively, of revenue was recognized as Product Revenue on the Condensed Consolidated Statements of Operations and Comprehensive Loss under the terms of the Amended and Restated Agreement. As of December 31, 2021, we have recognized payments received from Invitae of $ 23.5 million in deferred revenue, non-current, on the Consolidated Balance Sheet. As of September 30, 2022, $ 21.4 million of deferred revenue, current, is recorded on the Condensed Consolidated Balance Sheet relating to all future performance obligations under the Amended and Restated Agreement. |
Termination of Merger with Illu
Termination of Merger with Illumina | 9 Months Ended |
Sep. 30, 2022 | |
Termination of Merger with Illumina [Abstract] | |
Termination of Merger with Illumina | NOTE 4. TERMINATION OF MERGER WITH ILLUMINA On November 1, 2018, we entered into an Agreement and Plan of Merger (as amended, the “Illumina Merger Agreement”) with Illumina, Inc. (“Illumina”) and FC Ops Corp., a wholly owned subsidiary of Illumina (“Illumina Merger Sub”). On January 2, 2020, we, Illumina and Illumina Merger Sub, entered into an agreement to terminate the Merger Agreement (the “Termination Agreement”). Continuation Advances from Illumina As part of the Termination Agreement, Illumina paid us cash payments (“Continuation Advances”) totaling $ 52.0 million. Up to the full $ 52.0 million of Continuation Advances paid to us were repayable without interest to Illumina if, within two years of March 31, 2020, we entered into, or consummated a Change of Control Transaction or raised at least $ 100 million in a single equity or debt financing (that may have multiple closings), with the amount repayable dependent on the amount raised by us. Resulting from the issuance and sale of $ 900 million of 1.50 % Convertible Senior Notes due February 15, 2028 , $ 52.0 million of Continuation Advances were paid without interest to Illumina in February 2021, and a corresponding non-operating expense was recorded in the Consolidated Statements of Operations and Comprehensive (Loss) Income during the quarter ended March 31, 2021. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instruments [Abstract] | |
Financial Instruments | NOTE 5. FINANCIAL INSTRUMENTS Fair Value of Financial Instruments Fair value is the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy established under GAAP requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows: Level 1: quoted prices in active markets for identical assets or liabilities; Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider an active market as one in which transactions for the asset or liability occurs with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, we view an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our non-performance risk, or that of our counterparty, is considered in determining the fair values of liabilities and assets, respectively. We classify our cash deposits and money market funds within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. We classify our investments as Level 2 instruments based on market pricing and other observable inputs. We did not classify any of our investments within Level 3 of the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The carrying amount of our accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other liabilities, current, approximate fair value due to their short maturities. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table sets forth the fair value of our financial assets and liabilities that were measured on a recurring basis as of September 30, 2022 and December 31, 2021 respectively (in thousands): September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 63,154 $ 241,279 $ — $ 304,433 $ 327,315 $ 133,410 $ — $ 460,725 Investments: Commercial paper — 57,408 — 57,408 — 187,632 — 187,632 Corporate debt securities — 49,478 — 49,478 — 8,968 — 8,968 U.S. government & agency securities — 423,021 — 423,021 — 387,075 — 387,075 Total investments — 529,907 — 529,907 — 583,675 — 583,675 Short-term restricted cash 300 — — 300 500 — — 500 Long-term restricted cash 2,922 — — 2,922 4,592 — — 4,592 Total assets measured at fair value $ 66,376 $ 771,186 $ — $ 837,562 $ 332,407 $ 717,085 $ — $ 1,049,492 Liabilities Contingent consideration $ — $ — $ 167,496 $ 167,496 $ — $ — $ 169,717 $ 169,717 Total liabilities measured at fair value $ — $ — $ 167,496 $ 167,496 $ — $ — $ 169,717 $ 169,717 We classify contingent consideration, which was incurred in connection with the acquisition of Omniome, within Level 3 as factors used to develop the estimate of fair value include unobservable inputs that are not supported by market activity and are significant to the fair value. We estimate the fair value of the contingent consideration liability by discounting the probability-weighted outcomes to present value using an estimate of our borrowing rate and the risk-free rate. The potential outcomes of milestone achievement dates are within the period from December 31, 2022 to June 30, 2025. A decrease in the probability of an earlier scenario within this range would result in a decrease in the fair value of the liability. The discount rates used are the sum of the U.S. risk-free rate and the estimated subordinated credit spread for B- and B credit rating, which range from 10.5 % to 10.9 %. An increase in the discount rates used can also result in the decrease in the fair value of liability, which was the primary factor for the $ 2.2 million decrease in liability at September 30, 2022. Changes in our estimated subordinated credit spread can result in changes in the fair value of the contingent consideration liability, where a lower credit spread may result in an increased liability valuation. Changes in the estimated fair value of the contingent consideration liability for the nine months ended September 30, 2022 were as follows (in thousands): Level 3 Beginning balance as of December 31, 2021 $ 169,717 Change in estimated fair value ( 2,221 ) Ending balance as of September 30, 2022 $ 167,496 Changes to the fair value are recorded as Change in fair value of contingent consideration in the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income. For the nine months ended September 30, 2022, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis, and our valuation techniques did not change compared to the prior year. The following tables summarize our cash, cash equivalents and investments (in thousands): As of September 30, 2022 Gross Gross Amortized unrealized unrealized Fair Cost gains losses Value Cash and cash equivalents 304,480 — ( 47 ) 304,433 Investments: Commercial paper 57,713 — ( 305 ) 57,408 Corporate debt securities 50,098 2 ( 622 ) 49,478 U.S. government & agency securities 428,309 — ( 5,288 ) 423,021 Total investments 536,120 2 ( 6,215 ) 529,907 Total cash, cash equivalents and investments $ 840,600 $ 2 $ ( 6,262 ) $ 834,340 Short-term restricted cash $ 300 $ — $ — $ 300 Long-term restricted cash $ 2,922 $ — $ — $ 2,922 As of December 31, 2021 Gross Gross Amortized unrealized unrealized Fair Cost gains losses Value Cash and cash equivalents 460,731 — ( 5 ) 460,725 Investments: Commercial paper 187,705 — ( 73 ) 187,632 Corporate debt securities 8,964 9 ( 5 ) 8,968 U.S. government & agency securities 388,088 1 ( 1,014 ) 387,075 Total investments 584,757 10 ( 1,092 ) 583,675 Total cash, cash equivalents and investments $ 1,045,488 $ 10 $ ( 1,097 ) $ 1,044,400 Short-term restricted cash $ 500 $ — $ — $ 500 Long-term restricted cash $ 4,592 $ — $ — $ 4,592 The following table summarizes the contractual maturities of our cash equivalents and available-for-sale investments, excluding money market funds, as of September 30, 2022 (in thousands): Fair Value Due in one year or less $ 670,316 Due after one year through five years 100,870 Total investments $ 771,186 Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | NOTE 6. BALANCE SHEET COMPONENTS Short-term Restricted Cash As of September 30, 2022 and December 31, 2021, the short-term restricted cash balance was $ 0.3 million and $ 0.5 million, respectively, which was comprised of security deposits for the credit cards of employees. Inventory, net As of September 30, 2022 and December 31, 2021, our inventory, net, consisted of the following components (in thousands): September 30, December 31, 2022 2021 Purchased materials $ 19,973 $ 7,993 Work in process 13,458 8,611 Finished goods 10,064 7,995 Inventory $ 43,495 $ 24,599 Long-term Restricted Cash For our facility located at 1305 O’Brien Drive, Menlo Park, California (the “O’Brien Lease”), we were required to establish a letter of credit for the benefit of the landlord and to submit $ 4.5 million as a deposit for the letter of credit in October 2015. Subsequently, pursuant to the terms of the O’Brien Lease, beginning on May 1, 2019, the amount of the letter of credit was reduced by $ 0.5 million each year thereafter on May 1. As such, $ 2.5 million and $ 3.0 million was recorded in long-term restricted cash related to the O’Brien Lease in the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, respectively. In connection with the acquisition of Omniome in September 2021, we acquired $ 1.6 million of long-term restricted cash related to a letter of credit established for a facility lease. Long-term restricted cash related to this facility was $ 0 and $ 1.6 million in the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, respectively. At September 30, 2022, we had an additional $ 0.4 million in long-term restricted cash primarily related to a letter of credit established for a facility lease. Intangible Assets and Goodwill Intangible assets include acquired in-process research and development (IPR&D) of $ 400 million as a result of the Omniome acquisition in September 2021. The IPR&D will remain on our consolidated balance sheet as an indefinite-lived intangible asset until the completion or abandonment of the associated research and development activities. During the development period following the acquisition, IPR&D will not be amortized, but instead will be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Upon completion of the development, we will begin to amortize the asset over the life of the product, or record an impairment charge if the asset is determined to be impaired. In addition to IPR&D, definite-lived intangible assets from business acquisitions included the following (in thousands, except years): As of September 30, 2022 As of December 31, 2021 Estimated Gross Net Gross Net Useful Life Carrying Accumulated Carrying Carrying Accumulated Carrying (in years) Amount Amortization Amount Amount Amortization Amount Developed technology 15 $ 11,000 $ ( 856 ) $ 10,144 $ 11,000 $ ( 306 ) $ 10,694 Customer relationships 2 360 ( 210 ) 150 360 ( 75 ) 285 Total $ 11,360 $ ( 1,066 ) $ 10,294 $ 11,360 $ ( 381 ) $ 10,979 The estimated future amortization expense of acquisition-related intangible assets with definite lives is estimated as follows (in thousands): Remainder of 2022 $ 228 2023 838 2024 733 2025 733 2026 733 2027 and thereafter 7,029 Total $ 10,294 We review definite-lived intangible assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Goodwill is reviewed for impairment at least annually during the second quarter, or more frequently if an event occurs indicating the potential for impairment. We performed our annual assessment for goodwill impairment in the second quarter of 2022, noting no impairment. Deferred Revenue As of September 30, 2022, we had a total of $ 32.5 million of deferred revenue, $ 30.7 million of which was recorded as deferred revenue, current, and primarily relates to future performance obligations under the Amended and Restated Agreement with Invitae as described in Note 3. Invitae Collaboration in Part I, Item 1 of this Quarterly Report on Form 10-Q. The deferred revenue, non-current balance of $ 1.8 million primarily relates to deferred service contract revenues and is scheduled to be recognized in the next 5 years. Revenue recorded in the nine months ended September 30, 2022 includes $ 11.5 million of previously deferred revenue that was included in deferred revenue as of December 31, 2021. Contract assets as of September 30, 2022 and December 31, 2021 were not material. As of September 30, 2022, we had a total of $ 0.6 million of deferred commissions included in prepaid expenses and other current assets which is recognized as sales, general and administrative expense as the related revenue is recognized. Costs to obtain a contract are expensed as incurred if the amortization period would have been a year or less. Product Warranties We generally provide a one-year warranty on instruments . In addition, we provide a limited warranty on consumables. At the time revenue is recognized, an accrual is established for estimated warranty costs based on historical experience as well as anticipated product performance. We periodically review the warranty reserve for adequacy and adjust the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue. There were no material changes in estimates for the periods presented below. Changes in the reserve for product warranties were as follows for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ 1,609 $ 271 $ 594 $ 161 Additions charged to cost of product revenue 779 945 2,644 1,560 Repairs and replacements ( 622 ) ( 683 ) ( 1,472 ) ( 1,188 ) Balance at end of period $ 1,766 $ 533 $ 1,766 $ 533 Term loans In connection with the acquisition of Omniome, we acquired $ 1.3 million in short-term debt and $ 3.0 million in long-term debt relating to a term loan facility that Omniome obtained in April 2020. Borrowings on the term loan facility were used to fund Omniome’s purchases of equipment, which serves as collateral. Each term loan has a term of 43 months and bears a fixed interest rate of approximately 17 % annually. The fee for the elective option to prepay all, but not less than all, of the borrowed amounts at any time after the 24 th month and before the 43 rd month after the commencement date, is 4 % of the outstanding loan balance. Payments are made in equal monthly installments including principal and interest. The following table presents the future principal payments on the term loans (in thousands): Remainder of 2022 $ 428 2023 1,842 2024 490 Total $ 2,760 |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Senior Notes [Abstract] | |
Convertible Senior Notes | NOTE 7. CONVERTIBLE SENIOR NOTES On February 9, 2021, we entered into an investment agreement (the “Investment Agreement”) with SB Northstar LP (the “Purchaser”), a subsidiary of SoftBank Group Corp., relating to the issuance and sale to the Purchaser of $ 900 million in aggregate principal amount of our 1.50 % Convertible Senior Notes (the “Notes”). The Notes were issued on February 16, 2021 . The Notes are governed by an indenture (the “Indenture”) between the Company and U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 1.50 % per annum. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 and commenced on August 15, 2021. The Notes will mature on February 15, 2028 , subject to earlier conversion, redemption or repurchase. The Notes are convertible at the option of the holder at any time until the second scheduled trading day prior to the maturity date, including in connection with a redemption by the Company. The Notes are convertible into shares of our common stock based on an initial conversion rate of 22.9885 shares of common stock per $ 1,000 principal amount of the Notes (which is equal to an initial conversion price of $ 43.50 per share), in each case subject to customary anti-dilution and other adjustments as a result of certain extraordinary transactions. Upon conversion of the Notes, we may elect to settle such conversion obligation in shares, cash or a combination of shares and cash. On or after February 20, 2026, the Notes will be redeemable by the Company in the event that the closing sale price of our common stock has been at least 150 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the redemption notice at a redemption price of 100 % of the principal amount of such Notes, plus accrued and unpaid interest up to, but excluding, the redemption date. With certain exceptions, upon a change of control of the Company or the failure of our common stock to be listed on certain stock exchanges (a “Fundamental Change”), the holders of the Notes may require that we repurchase all or part of the principal amount of the Notes at a purchase price of par plus unpaid interest up to, but excluding, the maturity date. The Indenture includes customary “events of default,” which may result in the acceleration of the maturity of the Notes under the Indenture. The Indenture also includes customary covenants for convertible notes of this type. To the extent we elect, the sole remedy for an event of default relating to our failure to comply with certain of our reporting obligations shall, for the first 360 calendar days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to (i) 0.25 % per annum of the principal amount of the Notes outstanding for each day during the first 180 calendar days of the 360-day period after the occurrence of such an event of default during which such event of default is continuing (or, if earlier, the date on which such event of default is cured or waived) and (ii) 0.50 % per annum of the principal amount of the Notes outstanding for each day from, and including, the 181st calendar day to, and including, the 360th calendar day after the occurrence of such an event of default during which such event of default is continuing (or, if earlier, the date on which such event of default is cured or waived as provided for in the Indenture). On the 361st day after such event of default (if the event of default relating to our failure to comply with its obligations is not cured or waived prior to such 361st day), the Notes shall be subject to acceleration as provided for in the Indenture. The Notes are accounted for in accordance with the authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. Under ASU 2020-06, the guidance requires that debt with an embedded conversion feature is accounted for in its entirety as a liability and no portion of the proceeds from the issuance of the convertible debt instrument is accounted for as attributable to the conversion feature unless the conversion feature is required to be accounted for separately as an embedded derivative or the conversion feature results in a substantial premium. The conversion feature of the Notes is not accounted for as an embedded derivative because it is considered to be indexed to our common stock, and the Notes were not issued at a premium; therefore, the Notes are accounted for in their entirety as a liability. Because we may elect to settle any conversions entirely in shares, and because settlement in shares is the default settlement method, the liability is classified as non-current. The requirement to repurchase the Notes including unpaid interest to the maturity date in the event of a Fundamental Change is considered a put option for certain periods requiring bifurcation under ASC 815 – Derivatives and Hedging. However, given the low probability of a Fundamental Change occurring during the applicable periods, the value of the embedded derivative is immaterial. The additional interest feature in the event of our failure to comply with certain reporting obligations is also considered an embedded derivative requiring bifurcation under ASC 815. However, due to the nature and terms of the reporting obligations, the value of the embedded derivative is immaterial. We incurred issuance costs related to the Notes of approximately $ 4.5 million, which were recorded as debt issuance cost and are presented as a reduction to the Notes on our Consolidated Balance Sheets and are amortized to interest expense using the effective interest method over the term of the Notes, resulting in an effective interest rate of 1.6 %. As of September 30, 2022 and December 31, 2021, the net carrying amount of the liability for the Notes is recorded as convertible senior notes, net, in the Condensed Consolidated Balance Sheets as follows (in thousands): September 30, December 31, 2022 2021 Principal amount $ 900,000 $ 900,000 Unamortized debt issuance costs ( 3,471 ) ( 3,933 ) Net carrying amount $ 896,529 $ 896,067 For the three and nine months ended September 30, 2022, interest expense for the Notes was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Contractual interest expense $ 3,375 $ 3,375 $ 10,125 $ 8,438 Amortization of debt issuance costs 154 152 462 379 Total interest expense $ 3,529 $ 3,527 $ 10,587 $ 8,817 As of September 30, 2022, the estimated fair value (Level 2) of the Notes was $ 554.4 million. The fair value of the Notes is estimated using a pricing model that is primarily affected by the trading price of our common stock and market interest rates. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | NOTE 8. COMMITMENTS AND CONTINGENCIES The Company has entered into various operating lease agreements, primarily relating to our corporate offices. See Note 8 – Commitments and Contingencies , subsection titled “Leases”, in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2021 for information regarding the Company’s maturity of lease liabilities under its lease agreements. Contingencies We may become involved in legal proceedings, claims and assessments from time to time in the ordinary course of business. We accrue liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Legal U.S. District Court Proceedings On September 26, 2019, Personal Genomics of Taiwan, Inc. (“PGI”) filed a complaint in the U.S. District Court for the District of Delaware against us for patent infringement (C.A. No. 19-cv-1810) (the “PGI District Court matter”). The matter from this complaint is based on PGI’s U.S. Patent No. 7,767,441 (the “‘441 Patent”). We plan to vigorously defend in this matter. On November 20, 2019, we filed our answer to the complaint, denying infringement and seeking a declaratory judgement of invalidity of the ‘441 Patent. On June 22, 2020, we filed a petition requesting institution of an inter-partes review (IPR) to the Patent Trial and Appeals Board (the “Board”) at the United States Patent Office requesting the Board to find a set of claims in the ‘441 Patent invalid. On June 27, 2020, we filed a second petition requesting institution of an IPR requesting the Board to find another set of claims in the ‘441 Patent invalid. The two petitions (the “PacBio IPR Petitions”) requesting IPRs assert that all of the claims relevant to the PGI complaint are invalid. On January 19, 2021, the Board ordered that both PacBio IPR Petitions are instituted on all grounds presented. On January 18, 2022, the Board issued decisions on the two IPRs. In one IPR, all challenged claims were found unpatentable including PGI’s core device claims. In the second IPR, the board did not find the disputed claims unpatentable. We are appealing the decision in the second IPR to the U.S. Court of Appeals for the Federal Circuit. On August 19, 2020, the court ordered a stay of the PGI District Court matter based on a joint stipulation by the parties pending a final written decision on the IPRs. Following the final decision on the IPRs described above, on February 2, 2022, the judge ordered that the PGI District Court matter be reopened. However, in a subsequent order dated September 15, 2022, the judge stayed the PGI District Court matter pending a final decision in the Federal Circuit appeal of the IPRs. Proceedings in China On May 12, 2020, PGI filed a complaint in the Wuhan Intermediate People’s Court in China alleging infringement of one or more claims of China patent No. CN101743321B (the “CN321 Patent”), which is related to the ‘441 Patent. On November 23, 2020, we filed an Invalidation Petition at the China National Intellectual Property Administration (CNIPA) demonstrating the invalidity of the claims in the CN321 Patent on grounds of insufficient disclosure, and the lack of support, essential technical features, clarity, novelty, and inventiveness. A hearing in the invalidation proceeding at the CNIPA was held on April 29, 2021. On September 2, 2021, the CNIPA issued its decision on the Invalidation Petition and determined that all claims (1-61) of the CN321 patent were invalid. On December 1, 2021, PGI filed an appeal with the Beijing IP Court, contesting the CNIPA decision. We filed a petition with the Wuhan Intermediate People’s court requesting dismissal of the infringement action based on the CNIPA invalidation decision, and PGI filed a petition to withdraw its complaint. The Wuhan Intermediate People’s court granted PGI’s petition and dismissed the infringement action in May 2022. Other Proceedings From time to time, we may also be involved in a variety of other claims, lawsuits, investigations and proceedings relating to securities laws, product liability, patent infringement, contract disputes, employment and other matters that arise in the normal course of our business. In addition, third parties may, from time to time, assert claims against us in the form of letters and other communications. We record a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We currently do not believe that the ultimate outcome of any of the matters described above is probable or reasonably estimable, or that these matters will have a material adverse effect on our business; however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on us because of litigation and settlement costs, diversion of management resources and other factors. Indemnification Pursuant to Delaware law and agreements entered into with each of our directors and officers, we may have obligations, under certain circumstances, to hold harmless and indemnify each of our directors and officers against losses suffered or incurred by the indemnified party in connection with their service to us, and judgements, fines, settlements and expenses related to claims arising against such directors and officers to the fullest extent permitted under Delaware law, our bylaws and our certificate of incorporation. We also enter and have entered into indemnification agreements with our directors and officers that may require us to indemnify them against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by applicable law. In addition, we may have obligations to hold harmless and indemnify third parties involved with our fundraising efforts and their respective affiliates, directors, officers, employees, agents or other representatives against any and all losses, claims, damages and liabilities related to claims arising against such parties pursuant to the terms of agreements entered into between such third parties and us in connection with such fundraising efforts. To the extent that any such indemnification obligations apply to the lawsuits described above, any associated expenses incurred are included within the related accrued litigation expense amounts. No additional liability associated with such indemnification obligations has been recorded as of September 30, 2022 and December 31, 2021. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | N OTE 9. STOCKHOLDERS’ EQUITY Equity Plans The 2020 Equity Incentive Plan (the “2020 Plan”), the 2020 Inducement Equity Incentive Plan (the “Inducement Plan”) and the 2021 adopted Omniome Equity Incentive Plan of Pacific Biosciences of California, Inc. (the “Omniome Plan”) allow for the issuance of stock options, restricted units and awards and performance-based awards. On August 4, 2020, stockholders approved the 2020 Plan and reserved 11,000,000 shares of our common stock for issuance pursuant to equity awards granted under the 2020 Plan. On December 2, 2020, the Board of Directors (the “Board”) adopted the Inducement Plan and reserved 2,500,000 shares of our common stock for issua nce pursuant to equity awards granted under the Inducement Plan. On April 18, 2021 and November 22, 2021, the Board amended the Inducement Plan to reserve an additional 750,000 and 360,000 shares, respectively. On September 20, 2021, in connection with the acquisition of Omniome, we adopted the Omniome Equity Incentive Plan of Pacific Biosciences of California, Inc. (the “Omniome Plan”). Under the Omniome Merger Agreement, each unvested option to purchase Omniome common stock, granted under the Omniome Plan held by employees continuing with us, were assumed by PacBio and converted into an option to purchase shares of our common stock. The terms and conditions of the converted options are substantially the same (including vesting and exercisability), except that (A) the assumed options cover shares of PacBio’s common stock; (B) the number of shares of our common stock subject to the assumed option is equal to the product of (i) the number of shares of Omniome common stock subject to the corresponding unvested option, multiplied by (ii) the exchange ratio (as defined below), with any resulting fractional share rounded down to the nearest whole share; and (C) the exercise price per share of the assumed options is equal to the quotient of (i) the exercise price per share of the corresponding unvested option to purchase shares of Omniome common stock, divided by (ii) the exchange ratio (as defined below), with any resulting fractional cent rounded up to the nearest whole cent. The exchange ratio was equal to 0.259204639 . We reserved 2,494,128 shares of our common stock for issuance pursuant to equity awards under the Omniome Plan. On May 25, 2022, stockholders approved an amendment to the 2020 Plan and we reserved an additional 18,000,000 shares of our common stock for issuance pursuant to equity awards granted under the 2020 Plan. As of September 30, 2022, we had 18.7 million shares remaining and available for future issuance under the 2020 Plan, Inducement Plan, and the Omniome Plan. Stock Options Time-based Stock Options The following table summarizes stock option activity for time-based awards for the nine months ended September 30, 2022 (shares in thousands): Weighted Number average of shares Exercise price exercise price Outstanding at December 31, 2021 12,159 $ 1.16 – 46.37 $ 11.38 Granted 5,211 4.61 – 16.58 10.34 Exercised ( 650 ) 1.16 – 8.90 3.33 Canceled ( 1,485 ) 2.47 – 46.37 20.96 Outstanding at September 30, 2022 15,235 $ 1.16 – 46.37 $ 10.43 Performance-based Stock Options The following table summarizes stock option activity for performance-based awards for the nine months ended September 30, 2022 (shares in thousands): Weighted Number average of shares Exercise price exercise price Outstanding at December 31, 2021 304 $ 4.71 – 4.90 $ 4.71 Granted — — — Exercised — — — Canceled ( 2 ) 4.71 – 4.90 4.75 Outstanding at September 30, 2022 302 $ 4.71 – 4.90 $ 4.71 For the three and nine months ended September 30, 2022, we recognized stock-based compensation expense of $ 6.4 million and $ 20.9 million, respectively, related to time-based and performance-based options. Restricted Stock Units (“RSUs”) The following table summarizes the time-based RSU activity for the nine months ended September 30, 2022 (shares in thousands): Weighted average Number grant date of shares fair value Outstanding at December 31, 2021 7,392 $ 19.78 Granted 5,054 10.24 Vested ( 2,395 ) 14.58 Forfeited ( 1,381 ) 19.86 Outstanding at September 30, 2022 8,670 $ 15.64 For the three and nine months ended September 30, 2022, we recognized stock-based compensation expense of $ 10.3 million and $ 31.9 million, respectively, related to restricted stock units. Employee Stock Purchase Plan (“ESPP”) Shares issued under our ESPP were 1,878,168 and 1,913,968 during the nine months ended September 30, 2022 and 2021, respectively. In February 2022, an additional 4.0 million shares were reserved under the ESPP. As of September 30, 2022, 9,932,505 shares of our common stock remain available for issuance under our ESPP. For the three and nine months ended September 30, 2022, we recognized stock-based compensation expense of $ 2.3 million and $ 7.9 million, respectively, related to our ESPP. Stock-Based Compensation The following table summarizes stock-based compensation expense (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 934 $ 1,837 $ 3,680 $ 4,734 Research and development 7,519 5,162 24,232 12,519 Sales, general and administrative 10,483 9,897 32,746 25,613 Merger-related expenses - stock-settled — 6,349 — 6,349 Merger-related expenses - milestone — 5,202 — 5,202 Stock-based compensation 18,936 28,447 60,658 54,417 Merger-related expenses - cash-settled — 7,373 — 7,373 Total stock-based compensation expense $ 18,936 $ 35,820 $ 60,658 $ 61,790 Determining Fair Value We estimate the fair value of stock options granted using the Black-Scholes valuation method and a single option award approach. When determining the current share prices underlying the stock options for calculating the grant-date fair value, we reference the observable market prices of our stock. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair market value of RSUs granted is the closing price of our shares on the date of grant and is generally recognized as compensation expense on a straight-line basis over the respective vesting period. For shares purchased under our ESPP, we estimate the grant-date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. We estimate forfeitures of stock options, RSUs and shares purchased under our ESPP which is utilized to determine the compensation expense to be recorded over the requisite service period. Expected Term - The expected term used in the Black-Scholes valuation method represents the period that the stock options are expected to be outstanding and is determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock options and vesting schedules. Expected Volatility - The expected volatility used in the Black-Scholes valuation method is derived from the implied volatility related to our share price over the expected term. Expected Dividend - We have never paid dividends on our shares and, accordingly, the dividend yield percentage is zero for all periods. Risk-Free Interest Rate - The risk-free interest rate used in the Black-Scholes valuation method is the implied yield currently available on U.S. Treasury constant maturities issued with a term equivalent to the expected terms. For the three and nine months ended September 30, 2022 and 2021, the fair value of employee stock options was estimated using the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected term in years 4.6 2.1 — 4.6 4.6 2.1 — 4.6 Expected volatility 75 % 67 % — 80 % 70 % - 76% 67 % — 80 % Risk-free interest rate 3.66 % 0.05 % — 0.71 % 0.41 % - 3.66 % 0.05 % — 0.74 % Dividend yield — — — — Weighted average grant date fair value per share $ 4.94 $ 5.97 $ 5.93 $ 15.63 For the three and nine months ended September 30, 2022 and 2021, the fair value of shares to be issued under the ESPP was estimated using the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected term in years 0.5 — 2.0 0.5 — 2.0 0.5 — 2.0 0.5 — 2.0 Expected volatility 97 % 67 % 70 % — 97 % 67 % — 68 % Risk-free interest rate 3.34 % — 3.51 % 0.06 % — 0.20 % 0.60% — 3.51% 0.06 % — 0.20 % Dividend yield — — — — Weighted average grant date fair value per share $ 3.40 $ 16.73 $ 4.28 $ 25.07 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share [Abstract] | |
Net Loss Per Share | NOTE 10. NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding and potential shares assuming the dilutive effect of the convertible senior notes, using the if-converted method, and outstanding stock options, restricted stock units and common stock issuable pursuant to our employee stock purchase plan, or ESPP, using the treasury stock method. The following table presents the calculation of the basic and diluted net (loss) income per share amounts presented in the Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) income $ ( 76,971 ) $ 16,542 $ ( 229,864 ) $ ( 111,894 ) Denominator: Basic Weighted average shares used in computing basic net (loss) income 225,123 202,194 223,981 198,545 Basic net (loss) income per share $ ( 0.34 ) $ 0.08 $ ( 1.03 ) $ ( 0.56 ) Diluted Weighted average shares used in computing basic net (loss) income per share 225,123 202,194 223,981 198,545 Add: weighted average stock options — 7,754 — — Add: weighted average restricted stock units — 3,598 — — Add: weighted average common stock issuable pursuant to our ESPP — 1,581 — — Weighted average shares used in computing diluted net loss per share 225,123 215,127 223,981 198,545 Diluted net (loss) income per share $ ( 0.34 ) $ 0.08 $ ( 1.03 ) $ ( 0.56 ) The following outstanding shares issuable upon conversion of the convertible senior notes, common stock options, restricted stock units (“RSUs”), with time-based vesting and performance-based vesting and ESPP shares expected to be purchased, were excluded from the computation of diluted net (loss) income per share for the three and nine months ended September 30, 2022 and 2021 as the effect would be anti-dilutive or to reduce the net loss per share (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Shares issuable upon conversion of convertible senior notes 20,690 20,690 20,690 20,690 Options to purchase common stock 15,537 2,326 15,537 12,703 RSUs 8,670 2,006 8,670 6,835 ESPP shares 3,880 126 3,880 1,564 As described in Note 2. Business Acquisition s in Part I, Item 1 of this Quarterly Report on Form 10-Q, the contingently issuable shares would be due upon the achievement of a milestone. See Note 9. Stockholders’ Equity in Part I, Item 1 of this Quarterly Report on Form 10-Q for detailed information on RSUs with time-based vesting and RSUs with performance-based vesting . |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue [Abstract] | |
Revenue | NOTE 11. REVENUE A summary of our revenue by geographic location for the three and nine months ended September 30, 2022 and 2021 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Americas $ 16,743 $ 19,368 $ 57,547 $ 45,872 Europe, Middle East and Africa 5,997 6,347 17,432 21,166 Asia-Pacific 9,571 9,172 25,972 27,456 Total $ 32,311 $ 34,887 $ 100,951 $ 94,494 A summary of our revenue by category for the three and nine months ended September 30, 2022 and 2021 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Instrument revenue $ 11,442 $ 15,926 $ 42,611 $ 45,147 Consumable revenue 16,067 14,576 43,317 37,191 Product revenue 27,509 30,502 85,928 82,338 Service and other revenue 4,802 4,385 15,023 12,156 Total revenue $ 32,311 $ 34,887 $ 100,951 $ 94,494 |
Organization and Significant _2
Organization and Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Significant Accounting Policies[Abstract] | |
Nature of Operations | We are a life science technology company that designs, develops, and manufactures advanced sequencing solutions to help scientists and clinical researchers resolve genetically complex problems. Our products and technology under development stem from two highly differentiated core technologies focused on accuracy, quality and completeness which include our existing HiFi long-read sequencing technology and our emerging short-read Sequencing by Binding (SBB ® ) technology. Our products address solutions across a broad set of applications including human germline sequencing, plant and animal sciences, infectious disease and microbiology, oncology, and other emerging applications. Our focus is on providing our customers with advanced sequencing technologies with higher throughput and improved workflows that we believe will enable dramatic advancements in routine healthcare. Our customers include academic and governmental research institutions, commercial testing and service laboratories, genome centers, public health labs, hospitals and clinical research institutes, contract research organizations (CROs), pharmaceutical companies and agricultural companies. References in this report to “PacBio,” “we,” “us,” the “Company,” and “our” refer to Pacific Biosciences of California, Inc. and its consolidated subsidiaries. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation Our unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, as set forth in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC. The unaudited condensed consolidated financial statements include the accounts of Pacific Biosciences and our wholly owned subsidiaries. Certain information and footnote disclosures typically included in our audited financial statements have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements have been prepared on a consistent basis with the December 31, 2021 audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state our financial position, results of operations, comprehensive (loss) income, and cash flows for the period, but are not necessarily indicative of the results to be expected for the entire year or any future periods. All intercompany transactions and balances have been eliminated. The financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes to the financial statements. On an ongoing basis, we evaluate our significant estimates including, but not limited to, the valuation of inventory, the determination of stand-alone selling prices for revenue recognition, the fair value of contingent consideration, the valuation of acquired intangible assets, the fair value of certain equity awards, the useful lives assigned to long-lived assets, the computation of provisions for income taxes, the borrowing rate used in calculating the operating lease right-of-use assets and operating lease liabilities, the probability associated with variable payments under partnership development agreements, and the valuations related to our convertible senior notes. While the extent of the potential impact of the current macroeconomic conditions and ongoing COVID-19 pandemic on our business is highly uncertain, we considered information available related to assumptions and estimates used to determine the results reported and asset valuations as of September 30, 2022. Actual results could differ materially from these estimates. |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents, and Investments We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash equivalents may be comprised of money market funds, certificates of deposit, commercial paper, corporate bonds and notes, and government agencies’ securities. We classify our investments in debt securities as available-for sale and report the investments at fair value in current assets. We evaluate our available-for-sale investments in unrealized loss positions and assess whether the unrealized loss is credit-related. Unrealized gains and losses that are not credit-related are recognized in accumulated other comprehensive (loss) income in stockholders’ equity. Realized gains and losses, expected credit losses, as well as interest income, on available-for-sale securities are also reported in other income (expense), net. The cost used in the determination of gains and losses of securities sold is based on the specific identification method. The cost of marketable securities is adjusted for the amortization of premiums and discounts to expected maturity. Premium and discount amortization is recorded in other income (expense), net. Our investment portfolio at any point in time contains investments in cash deposits, money market funds, commercial paper, corporate debt securities and U.S. government and agency securities with high credit ratings. We have established guidelines regarding diversification and maturities of investments with the objectives of maintaining safety and liquidity, while maximizing yield. |
Concentration and Credit Risks | Concentration and Other Risks For the three and nine months ended September 30, 2022, one customer accounted for approximately 13 % and 11 % of total revenue during the period. For the three and nine months ended September 30, 2021, one customer accounted for approximately 17 % and 15 % of total revenue during the period. No other customers exceeded 10% during those periods. As of September 30, 2022, 54 % of our accounts receivable were from domestic customers, compared to 53 % as of December 31, 2021. As of September 30, 2022, one customer represented 10 % of our accounts receivable, while no customer represented 10% or greater of our net accounts receivable as of December 31, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no accounting standards updates (“ASUs”) that have been recently adopted. |
Significant Accounting Policies | Significant Accounting Policies There have been no changes to our significant accounting policies as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021; however, as a result of certain changes to the standard contractual terms and conditions with customers implemented during the quarter ended March 31, 2022, we concluded that a change in the application of our accounting policy, in accordance with ASC 606, was appropriate. Specifically, we modified the standard contractual terms with customers during the first quarter of 2022, to reflect transfer of title and risk of loss and right to invoice upon delivery. We also updated the terms of the warranty provided with the instrument to remove the service component. As a result, the warranty is no longer a separate performance obligation and, accordingly, we accrue for the cost of the assurance warranty when revenue of the instrument is recognized. In addition, because of technical enhancements associated with our more recent instrument releases, including the Sequel IIe systems, installation services are now distinct from the instrument itself. Therefore, instrument revenue is now recognized upon transfer of control of the asset to the customer, which is generally upon delivery for sales made to our non-distributor customers. |
Fair Value Of Financial Instruments Policy | Fair Value of Financial Instruments Fair value is the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy established under GAAP requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows: Level 1: quoted prices in active markets for identical assets or liabilities; Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider an active market as one in which transactions for the asset or liability occurs with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, we view an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our non-performance risk, or that of our counterparty, is considered in determining the fair values of liabilities and assets, respectively. We classify our cash deposits and money market funds within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. We classify our investments as Level 2 instruments based on market pricing and other observable inputs. We did not classify any of our investments within Level 3 of the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The carrying amount of our accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other liabilities, current, approximate fair value due to their short maturities. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table sets forth the fair value of our financial assets and liabilities that were measured on a recurring basis as of September 30, 2022 and December 31, 2021 respectively (in thousands): |
Business Acquisition (Tables)
Business Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Omniome, Inc [Member] | |
Business Acquisition [Line Items] | |
Total Consideration Transferred For Acquisition | Total cash paid $ 315,703 Fair value of share consideration 249,435 Fair value of contingent consideration 168,574 Less: Stock-based compensation expense excluded from consideration transferred ( 18,923 ) Total consideration transferred $ 714,789 |
Major Classes Of Assets And Liabilities Allocated To Total Fair Value Of The Consideration Transferred | Cash and cash equivalents $ 15,338 Property and equipment, net 6,123 Operating lease right-of-use assets, net 18,095 In-process research and development ("IPR&D") 400,000 Goodwill 390,665 Other assets 3,203 Deferred income tax liability ( 91,814 ) Liabilities assumed ( 26,821 ) Total consideration transferred $ 714,789 |
Unaudited Pro Forma Financial Information | Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Pro forma total revenue $ 34,887 $ 94,494 Pro forma net loss $ ( 54,802 ) $ ( 213,715 ) |
Circulomics, Inc [Member] | |
Business Acquisition [Line Items] | |
Total Consideration Transferred For Acquisition | Cash and cash equivalents $ 987 Property and equipment, net 214 Intangible assets 11,360 Goodwill 19,309 Other assets 467 Deferred income tax liability ( 2,672 ) Liabilities assumed ( 118 ) Total consideration transferred $ 29,547 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instruments [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 63,154 $ 241,279 $ — $ 304,433 $ 327,315 $ 133,410 $ — $ 460,725 Investments: Commercial paper — 57,408 — 57,408 — 187,632 — 187,632 Corporate debt securities — 49,478 — 49,478 — 8,968 — 8,968 U.S. government & agency securities — 423,021 — 423,021 — 387,075 — 387,075 Total investments — 529,907 — 529,907 — 583,675 — 583,675 Short-term restricted cash 300 — — 300 500 — — 500 Long-term restricted cash 2,922 — — 2,922 4,592 — — 4,592 Total assets measured at fair value $ 66,376 $ 771,186 $ — $ 837,562 $ 332,407 $ 717,085 $ — $ 1,049,492 Liabilities Contingent consideration $ — $ — $ 167,496 $ 167,496 $ — $ — $ 169,717 $ 169,717 Total liabilities measured at fair value $ — $ — $ 167,496 $ 167,496 $ — $ — $ 169,717 $ 169,717 |
Changes in the estimated fair value of contingent consideration liabilities | Level 3 Beginning balance as of December 31, 2021 $ 169,717 Change in estimated fair value ( 2,221 ) Ending balance as of September 30, 2022 $ 167,496 |
Summary of Cash, Cash Equivalents and Investments | As of September 30, 2022 Gross Gross Amortized unrealized unrealized Fair Cost gains losses Value Cash and cash equivalents 304,480 — ( 47 ) 304,433 Investments: Commercial paper 57,713 — ( 305 ) 57,408 Corporate debt securities 50,098 2 ( 622 ) 49,478 U.S. government & agency securities 428,309 — ( 5,288 ) 423,021 Total investments 536,120 2 ( 6,215 ) 529,907 Total cash, cash equivalents and investments $ 840,600 $ 2 $ ( 6,262 ) $ 834,340 Short-term restricted cash $ 300 $ — $ — $ 300 Long-term restricted cash $ 2,922 $ — $ — $ 2,922 As of December 31, 2021 Gross Gross Amortized unrealized unrealized Fair Cost gains losses Value Cash and cash equivalents 460,731 — ( 5 ) 460,725 Investments: Commercial paper 187,705 — ( 73 ) 187,632 Corporate debt securities 8,964 9 ( 5 ) 8,968 U.S. government & agency securities 388,088 1 ( 1,014 ) 387,075 Total investments 584,757 10 ( 1,092 ) 583,675 Total cash, cash equivalents and investments $ 1,045,488 $ 10 $ ( 1,097 ) $ 1,044,400 Short-term restricted cash $ 500 $ — $ — $ 500 Long-term restricted cash $ 4,592 $ — $ — $ 4,592 |
Summary of Contractual Maturities of Cash Equivalents and Available-for-Sale Investments | Fair Value Due in one year or less $ 670,316 Due after one year through five years 100,870 Total investments $ 771,186 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Components [Abstract] | |
Components of Inventory | September 30, December 31, 2022 2021 Purchased materials $ 19,973 $ 7,993 Work in process 13,458 8,611 Finished goods 10,064 7,995 Inventory $ 43,495 $ 24,599 |
Schedule of definite-lived intangible assets from business acquisitions | As of September 30, 2022 As of December 31, 2021 Estimated Gross Net Gross Net Useful Life Carrying Accumulated Carrying Carrying Accumulated Carrying (in years) Amount Amortization Amount Amount Amortization Amount Developed technology 15 $ 11,000 $ ( 856 ) $ 10,144 $ 11,000 $ ( 306 ) $ 10,694 Customer relationships 2 360 ( 210 ) 150 360 ( 75 ) 285 Total $ 11,360 $ ( 1,066 ) $ 10,294 $ 11,360 $ ( 381 ) $ 10,979 |
Estimated Future Amortization Expense Of Acquisition-Related Intangible Assets With Definite Lives | Remainder of 2022 $ 228 2023 838 2024 733 2025 733 2026 733 2027 and thereafter 7,029 Total $ 10,294 |
Changes in Reserve for Product Warranties | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ 1,609 $ 271 $ 594 $ 161 Additions charged to cost of product revenue 779 945 2,644 1,560 Repairs and replacements ( 622 ) ( 683 ) ( 1,472 ) ( 1,188 ) Balance at end of period $ 1,766 $ 533 $ 1,766 $ 533 |
Future Principal Payments , Fiscal Year Maturity | Remainder of 2022 $ 428 2023 1,842 2024 490 Total $ 2,760 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Senior Notes [Abstract] | |
Schedule of Net Carrying Amount | September 30, December 31, 2022 2021 Principal amount $ 900,000 $ 900,000 Unamortized debt issuance costs ( 3,471 ) ( 3,933 ) Net carrying amount $ 896,529 $ 896,067 |
Schedule of Interest Expense | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Contractual interest expense $ 3,375 $ 3,375 $ 10,125 $ 8,438 Amortization of debt issuance costs 154 152 462 379 Total interest expense $ 3,529 $ 3,527 $ 10,587 $ 8,817 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Time-Based RSUs Activity | Weighted average Number grant date of shares fair value Outstanding at December 31, 2021 7,392 $ 19.78 Granted 5,054 10.24 Vested ( 2,395 ) 14.58 Forfeited ( 1,381 ) 19.86 Outstanding at September 30, 2022 8,670 $ 15.64 |
Schedule of Stock-Based Compensation Expense | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 934 $ 1,837 $ 3,680 $ 4,734 Research and development 7,519 5,162 24,232 12,519 Sales, general and administrative 10,483 9,897 32,746 25,613 Merger-related expenses - stock-settled — 6,349 — 6,349 Merger-related expenses - milestone — 5,202 — 5,202 Stock-based compensation 18,936 28,447 60,658 54,417 Merger-related expenses - cash-settled — 7,373 — 7,373 Total stock-based compensation expense $ 18,936 $ 35,820 $ 60,658 $ 61,790 |
Schedule of Fair Value of Employee Stock Options | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected term in years 4.6 2.1 — 4.6 4.6 2.1 — 4.6 Expected volatility 75 % 67 % — 80 % 70 % - 76% 67 % — 80 % Risk-free interest rate 3.66 % 0.05 % — 0.71 % 0.41 % - 3.66 % 0.05 % — 0.74 % Dividend yield — — — — Weighted average grant date fair value per share $ 4.94 $ 5.97 $ 5.93 $ 15.63 |
Schedule of Fair Value of Employee Stock Purchase Plan | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected term in years 0.5 — 2.0 0.5 — 2.0 0.5 — 2.0 0.5 — 2.0 Expected volatility 97 % 67 % 70 % — 97 % 67 % — 68 % Risk-free interest rate 3.34 % — 3.51 % 0.06 % — 0.20 % 0.60% — 3.51% 0.06 % — 0.20 % Dividend yield — — — — Weighted average grant date fair value per share $ 3.40 $ 16.73 $ 4.28 $ 25.07 |
Time-based stock options [Member] | |
Summary of Stock Option Activity | Weighted Number average of shares Exercise price exercise price Outstanding at December 31, 2021 12,159 $ 1.16 – 46.37 $ 11.38 Granted 5,211 4.61 – 16.58 10.34 Exercised ( 650 ) 1.16 – 8.90 3.33 Canceled ( 1,485 ) 2.47 – 46.37 20.96 Outstanding at September 30, 2022 15,235 $ 1.16 – 46.37 $ 10.43 |
Performance-based stock options [Member] | |
Summary of Stock Option Activity | Weighted Number average of shares Exercise price exercise price Outstanding at December 31, 2021 304 $ 4.71 – 4.90 $ 4.71 Granted — — — Exercised — — — Canceled ( 2 ) 4.71 – 4.90 4.75 Outstanding at September 30, 2022 302 $ 4.71 – 4.90 $ 4.71 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss per Share | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) income $ ( 76,971 ) $ 16,542 $ ( 229,864 ) $ ( 111,894 ) Denominator: Basic Weighted average shares used in computing basic net (loss) income 225,123 202,194 223,981 198,545 Basic net (loss) income per share $ ( 0.34 ) $ 0.08 $ ( 1.03 ) $ ( 0.56 ) Diluted Weighted average shares used in computing basic net (loss) income per share 225,123 202,194 223,981 198,545 Add: weighted average stock options — 7,754 — — Add: weighted average restricted stock units — 3,598 — — Add: weighted average common stock issuable pursuant to our ESPP — 1,581 — — Weighted average shares used in computing diluted net loss per share 225,123 215,127 223,981 198,545 Diluted net (loss) income per share $ ( 0.34 ) $ 0.08 $ ( 1.03 ) $ ( 0.56 ) |
Antidilutive Shares Excluded from Computation of Diluted Net Loss per Share | Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Shares issuable upon conversion of convertible senior notes 20,690 20,690 20,690 20,690 Options to purchase common stock 15,537 2,326 15,537 12,703 RSUs 8,670 2,006 8,670 6,835 ESPP shares 3,880 126 3,880 1,564 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue [Abstract] | |
Schedule of Revenue by Geographic Location | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Americas $ 16,743 $ 19,368 $ 57,547 $ 45,872 Europe, Middle East and Africa 5,997 6,347 17,432 21,166 Asia-Pacific 9,571 9,172 25,972 27,456 Total $ 32,311 $ 34,887 $ 100,951 $ 94,494 |
Summary of Revenue by Category | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Instrument revenue $ 11,442 $ 15,926 $ 42,611 $ 45,147 Consumable revenue 16,067 14,576 43,317 37,191 Product revenue 27,509 30,502 85,928 82,338 Service and other revenue 4,802 4,385 15,023 12,156 Total revenue $ 32,311 $ 34,887 $ 100,951 $ 94,494 |
Organization and Significant _3
Organization and Significant Accounting Policies (Narrative) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | |||
Feb. 09, 2021 USD ($) | Feb. 28, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 | Sep. 30, 2022 USD ($) customer | Sep. 30, 2021 | Dec. 31, 2021 USD ($) customer | Sep. 30, 2022 USD ($) customer | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Contingent repayment liability | $ | $ 167,496 | $ 167,496 | $ 169,717 | $ 167,496 | ||||
Single customer with 10% or greater [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of customers | 0 | |||||||
Customers with 10% or greater accounts receivable [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of customers | 1 | |||||||
Sales Revenue, Net [Member] | Single customer with 10% or greater [Member] | Customer Concentration Risk [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of customers | 0 | |||||||
Sales Revenue, Net [Member] | One Customer [Member] | Customer Concentration Risk [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 13% | 17% | 11% | 15% | ||||
Accounts Receivable [Member] | Domestic Customers [Member] | Customer Concentration Risk [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 54% | 53% | ||||||
Accounts Receivable [Member] | One Customer [Member] | Customer Concentration Risk [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 10% | |||||||
Convertible Senior Notes [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Principal amount of notes | $ | $ 900,000 | $ 900,000 | ||||||
Maturity date | Feb. 15, 2028 | Feb. 15, 2028 |
Business Acquisitions (Narrativ
Business Acquisitions (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 20, 2021 | Jul. 20, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||||
Fair value of contingent consideration | $ 169,717 | $ 167,496 | ||||
Issuance of common stock in Private Placement, net of issuance costs | $ 294,845 | $ 294,845 | ||||
Acquisition-related costs | 30,726 | 30,726 | ||||
Goodwill | 409,974 | 409,974 | ||||
Finite-Lived Intangible Assets, Gross | 11,360 | 11,360 | ||||
Income Tax Expense (Benefit) | (94,824) | (94,824) | ||||
Circulomics, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total cash paid | $ 29,500 | |||||
Goodwill | 19,309 | |||||
Finite-Lived Intangible Assets, Gross | $ 11,400 | |||||
Omniome, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total cash paid | $ 315,703 | |||||
Fair value of share consideration | 249,435 | |||||
Fair value of contingent consideration | 168,574 | |||||
Contingent Consideration Incurred during period | $ 168,600 | |||||
Issuance of common stock | 8,911,580 | |||||
Consideration | $ 714,789 | |||||
Acquisition-related costs | 11,600 | 11,600 | 11,600 | |||
Stock-based compensation expense | 18,900 | |||||
Income tax benefit from reduction in deferred tax assets valuation allowance | 92,200 | |||||
Pro forma adjustment related to acquiree's acquisition-related costs | 16,700 | |||||
Since the date of acquisition, revenues | $ 0 | 0 | ||||
Since the date of acquisition, net loss | $ 1,600 | |||||
Goodwill | 390,665 | |||||
Omniome, Inc [Member] | Effect of Change Higher/(Lower) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | (1,600) | |||||
Deferred Tax Liabilities, Deferred Expense | (400) | |||||
Income Tax Expense (Benefit) | (1,200) | |||||
Omniome, Inc [Member] | Omniome stock awards related to acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total cash paid | 7,400 | |||||
Fair value of share consideration | 6,300 | |||||
Contingent Consideration Incurred during period | $ 5,200 | |||||
Issuance of common stock | 226,811 | |||||
Consideration | $ 18,900 | |||||
Achievement of milestone [Member] | Omniome, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total cash paid | 100,000 | |||||
Fair value of share consideration | 100,000 | |||||
Fair value of contingent consideration | 200,000 | |||||
Stock options issued by PacBio in replacement of Omniome’s unvested options | $ 4,100 | |||||
Percentage of outstanding shares of common to be issued in merger | 19.90% | |||||
Issuance of common stock in Private Placement, net of issuance costs shares | 11,500,000 | |||||
Developed Technology [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | $ 11,000 | $ 11,000 |
Business Acquisitions (Schedule
Business Acquisitions (Schedule by Acquisitions) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 20, 2021 | Jul. 20, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Business Combination, Consideration Transferred [Abstract] | ||||||
Fair value of contingent consideration | $ 167,496 | $ 169,717 | ||||
Major classes of assets and liabilities allocated to total fair value of consideration transferred | ||||||
Goodwill | $ 409,974 | $ 409,974 | ||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Pro forma total revenue | $ 34,887 | |||||
Pro forma net (loss) income | $ (54,802) | |||||
Circulomics, Inc [Member] | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Total cash paid | $ 29,500 | |||||
Major classes of assets and liabilities allocated to total fair value of consideration transferred | ||||||
Cash and cash equivalents | 987 | |||||
Property and equipment, net | 214 | |||||
Intangible assets, finite lived | 11,360 | |||||
Goodwill | 19,309 | |||||
Other assets | 467 | |||||
Deferred income tax liability | (2,672) | |||||
Liabilities assumed | (118) | |||||
Total consideration transferred | $ 29,547 | |||||
Omniome, Inc [Member] | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Total cash paid | $ 315,703 | |||||
Fair value of share consideration | 249,435 | |||||
Fair value of contingent consideration | 168,574 | |||||
Fair value of contingent consideration | 168,600 | |||||
Less: Stock-based compensation expense excluded from consideration transferred | (18,923) | |||||
Total consideration transferred | 714,789 | |||||
Major classes of assets and liabilities allocated to total fair value of consideration transferred | ||||||
Cash and cash equivalents | 15,338 | |||||
Property and equipment, net | 6,123 | |||||
Operating lease right-of-use assets, net | 18,095 | |||||
In-process research and development ("IPR&D") | 400,000 | |||||
Goodwill | 390,665 | |||||
Other assets | 3,203 | |||||
Deferred income tax liability | (91,814) | |||||
Liabilities assumed | (26,821) | |||||
Total consideration transferred | $ 714,789 | |||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Pro forma total revenue | $ 94,494 | |||||
Pro forma net (loss) income | $ (213,715) |
Invitae Collaboration (Narrativ
Invitae Collaboration (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 | |
Development and Commercialization of Significant Agreements Transactions [Line Items] | |||||
Term of Amended and Restated Agreement | Amended and Restated Agreement shall continue until June 30, 2028 | ||||
Revenue | $ 32,311 | $ 34,887 | $ 100,951 | $ 94,494 | |
Deferred revenue, non-current | 1,762 | 1,762 | $ 25,049 | ||
Deferred revenue, current | 30,689 | 30,689 | 10,977 | ||
Product [Member] | |||||
Development and Commercialization of Significant Agreements Transactions [Line Items] | |||||
Revenue | 27,509 | $ 30,502 | 85,928 | $ 82,338 | |
Invitae Corporation [Member] | Development Agreement [Member] | |||||
Development and Commercialization of Significant Agreements Transactions [Line Items] | |||||
Deferred revenue, non-current | 23,500 | 23,500 | |||
Invitae Corporation [Member] | Amended and Restated Agreement [Member] | |||||
Development and Commercialization of Significant Agreements Transactions [Line Items] | |||||
Deferred revenue, non-current | $ 23,500 | ||||
Deferred revenue, current | 21,400 | 21,400 | |||
Invitae Corporation [Member] | Product [Member] | |||||
Development and Commercialization of Significant Agreements Transactions [Line Items] | |||||
Revenue | $ 0 | $ 3,700 |
Termination of Merger with Il_2
Termination of Merger with Illumina (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Feb. 09, 2021 | Feb. 28, 2021 | Mar. 31, 2020 | Sep. 30, 2021 | |
Merger Termination [Line Items] | ||||
(Loss) Gain from Continuation Advances | $ (52,000) | $ (52,000) | ||
Equity or debt financing that must be raised in a single transaction | $ 100,000 | |||
Illumina, FC Ops Corp [Member] | ||||
Merger Termination [Line Items] | ||||
(Loss) Gain from Continuation Advances | $ 52,000 | |||
Convertible Senior Notes [Member] | ||||
Merger Termination [Line Items] | ||||
Principal amount of notes | $ 900,000 | $ 900,000 | ||
Debt instrument, stated interest rate | 1.50% | 1.50% | ||
Maturity date | Feb. 15, 2028 | Feb. 15, 2028 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Feb. 09, 2021 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
Financial Instruments [Line Items] | ||||
Change in estimated fair value of the liability | $ (4,280) | $ 2,221 | ||
Level 3 [Member] | ||||
Financial Instruments [Line Items] | ||||
Change in estimated fair value of the liability | $ 2,221 | |||
Convertible Senior Notes [Member] | ||||
Financial Instruments [Line Items] | ||||
Debt Instrument Face Amount | $ 900,000 | $ 900,000 | ||
Debt Instrument Interest Rate Stated Percentage | 1.50% | 1.50% | ||
Debt Instrument, Maturity Date | Feb. 15, 2028 | Feb. 15, 2028 | ||
Measurement Input, Discount Rate [Member] | Contingent consideration liability [Member] | Maximum [Member] | B Credit Rating [Member] | ||||
Financial Instruments [Line Items] | ||||
Debt Instrument Interest Rate Stated Percentage | 10.90% | 10.90% | ||
Measurement Input, Discount Rate [Member] | Contingent consideration liability [Member] | Minimum [Member] | B- Credit Rating [Member] | ||||
Financial Instruments [Line Items] | ||||
Debt Instrument Interest Rate Stated Percentage | 10.50% | 10.50% |
Financial Instrument (Summary o
Financial Instrument (Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 304,433 | $ 460,725 |
Total investments | 529,907 | 583,675 |
Short-term restricted cash | 300 | 500 |
Long-term restricted cash | 2,922 | 4,592 |
Total assets measured at fair value | 837,562 | 1,049,492 |
Liabilities | ||
Fair value of contingent consideration | 167,496 | 169,717 |
Total liabilities measured at fair value | 167,496 | 169,717 |
Commercial paper, not included with cash and cash equivalents [Member] | ||
Assets | ||
Total investments | 57,408 | 187,632 |
Corporate debt securities [Member] | ||
Assets | ||
Total investments | 49,478 | 8,968 |
U.S. government & agency securities, not included with cash and cash equivalents [Member] | ||
Assets | ||
Total investments | 423,021 | 387,075 |
Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 63,154 | 327,315 |
Short-term restricted cash | 300 | 500 |
Long-term restricted cash | 2,922 | 4,592 |
Total assets measured at fair value | 66,376 | 332,407 |
Level 2 [Member] | ||
Assets | ||
Cash and cash equivalents | 241,279 | 133,410 |
Total investments | 529,907 | 583,675 |
Total assets measured at fair value | 771,186 | 717,085 |
Level 2 [Member] | Commercial paper, not included with cash and cash equivalents [Member] | ||
Assets | ||
Total investments | 57,408 | 187,632 |
Level 2 [Member] | Corporate debt securities [Member] | ||
Assets | ||
Total investments | 49,478 | 8,968 |
Level 2 [Member] | U.S. government & agency securities, not included with cash and cash equivalents [Member] | ||
Assets | ||
Total investments | 423,021 | 387,075 |
Level 3 [Member] | ||
Liabilities | ||
Fair value of contingent consideration | 167,496 | 169,717 |
Total liabilities measured at fair value | $ 167,496 | $ 169,717 |
Financial Instruments (Changes
Financial Instruments (Changes in estimated fair value of contingent consideration) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 169,717 | |
Change in estimated fair value | $ 4,280 | (2,221) |
Ending balance | 167,496 | 167,496 |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning balance | 169,717 | |
Change in estimated fair value | (2,221) | |
Ending balance | $ 167,496 | $ 167,496 |
Financial Instruments (Summary
Financial Instruments (Summary of Cash, Cash Equivalents and Investments) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of Available-for-sale Securities [Line Items] | ||
Total investments in debt securities | $ 771,186 | |
Cash, cash equivalents and investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 840,600 | $ 1,045,488 |
Gross unrealized gains | 2 | 10 |
Gross unrealized losses | (6,262) | (1,097) |
Total investments in debt securities | 834,340 | 1,044,400 |
Cash and cash equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 304,480 | 460,731 |
Gross unrealized losses | (47) | (5) |
Total investments in debt securities | 304,433 | 460,725 |
Investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 536,120 | 584,757 |
Gross unrealized gains | 2 | 10 |
Gross unrealized losses | (6,215) | (1,092) |
Total investments in debt securities | 529,907 | 583,675 |
Commercial paper, not included with cash and cash equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 57,713 | 187,705 |
Gross unrealized losses | (305) | (73) |
Total investments in debt securities | 57,408 | 187,632 |
Corporate debt securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 50,098 | 8,964 |
Gross unrealized gains | 2 | 9 |
Gross unrealized losses | (622) | (5) |
Total investments in debt securities | 49,478 | 8,968 |
U.S. government & agency securities, not included with cash and cash equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 428,309 | 388,088 |
Gross unrealized gains | 1 | |
Gross unrealized losses | (5,288) | (1,014) |
Total investments in debt securities | 423,021 | 387,075 |
Long-term restricted cash [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 2,922 | 4,592 |
Total investments in debt securities | 2,922 | 4,592 |
Short-Term Restricted Cash [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 300 | 500 |
Total investments in debt securities | $ 300 | $ 500 |
Financial Instruments (Summar_2
Financial Instruments (Summary of Contractual Maturities of Cash Equivalents and Available-for-Sale Investments) (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Cash, Cash Equivalents and Investments [Abstract] | |
Due in one year or less | $ 670,316 |
Due after one year through five years | 100,870 |
Total investments | $ 771,186 |
Balance Sheet Components (Narra
Balance Sheet Components (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2015 | |
Balance Sheet Components [Line Items] | |||||
Percentage of fee to prepay debt | 4% | ||||
Short-term restricted cash | $ 300,000 | $ 300,000 | $ 500,000 | ||
Long-term restricted cash | 2,922,000 | 2,922,000 | 4,592,000 | ||
May 1 annual decrease to long-term restricted cash | 500,000 | ||||
Goodwill impairment | 0 | ||||
Deferred revenue, current | 30,689,000 | 30,689,000 | 10,977,000 | ||
Deferred revenue, non-current | 1,762,000 | 1,762,000 | 25,049,000 | ||
Revenue recognized | $ 11,500,000 | ||||
Deferred service revenue, noncurrent, recognition period | 5 years | ||||
Prepaid expenses and other current assets | 13,005,000 | $ 13,005,000 | 7,394,000 | ||
Standard Product Warranty Description | a one-year warranty on instruments | ||||
Omniome, Inc [Member] | |||||
Balance Sheet Components [Line Items] | |||||
Long-term restricted cash | $ 1,600,000 | 0 | $ 0 | 1,600,000 | |
Short term debt acquired | 1,300,000 | ||||
Long-term debt acquired | $ 3,000,000 | ||||
Debt Instrument, Term | 43 months | ||||
Debt Instrument Interest Rate Stated Percentage | 17% | ||||
Omniome, Inc [Member] | In Process Research and Development [Member] | |||||
Balance Sheet Components [Line Items] | |||||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 400,000,000 | ||||
Security Deposit [Member] | |||||
Balance Sheet Components [Line Items] | |||||
Short-term restricted cash | 300,000 | 300,000 | 500,000 | ||
O’Brien Lease Agreement [Member] | |||||
Balance Sheet Components [Line Items] | |||||
Long-term restricted cash | 2,500,000 | 2,500,000 | $ 3,000,000 | $ 4,500,000 | |
Additional long-term restricted cash | 400,000 | ||||
Service [Member] | |||||
Balance Sheet Components [Line Items] | |||||
Deferred revenue | 32,500,000 | 32,500,000 | |||
Deferred revenue, current | 30,700,000 | 30,700,000 | |||
Prepaid expenses and other current assets | 600,000 | 600,000 | |||
Service contract [Member] | |||||
Balance Sheet Components [Line Items] | |||||
Deferred revenue, non-current | $ 1,800,000 | $ 1,800,000 |
Balance Sheet Components (Compo
Balance Sheet Components (Components of Inventory) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Components [Abstract] | ||
Purchased materials | $ 19,973 | $ 7,993 |
Work in process | 13,458 | 8,611 |
Finished goods | 10,064 | 7,995 |
Inventory | $ 43,495 | $ 24,599 |
Balance Sheet Components (Defin
Balance Sheet Components (Definite-lived Intangible Assets from Business Acquisitions) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,360 | $ 11,360 |
Accumulated Amortization | (1,066) | (381) |
Net Carrying Amount | $ 10,294 | 10,979 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 15 years | |
Gross Carrying Amount | $ 11,000 | 11,000 |
Accumulated Amortization | (856) | (306) |
Net Carrying Amount | $ 10,144 | 10,694 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 2 years | |
Gross Carrying Amount | $ 360 | 360 |
Accumulated Amortization | (210) | (75) |
Net Carrying Amount | $ 150 | $ 285 |
Balance Sheet Components (Estim
Balance Sheet Components (Estimated Future Amortization Expense Of Acquisition-Related Intangible Assets With Definite Lives) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Components [Abstract] | ||
Remainder of 2022 | $ 228 | |
2023 | 838 | |
2024 | 733 | |
2025 | 733 | |
2026 | 733 | |
2027 and thereafter | 7,029 | |
Total | $ 10,294 | $ 10,979 |
Balance Sheet Components (Chang
Balance Sheet Components (Changes in Reserve for Product Warranties) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Balance Sheet Components [Abstract] | ||||
Balance at beginning of period | $ 1,609 | $ 271 | $ 594 | $ 161 |
Additions charged to cost of product revenue | 779 | 945 | 2,644 | 1,560 |
Repairs and replacements | (622) | (683) | (1,472) | (1,188) |
Balance at end of period | $ 1,766 | $ 533 | $ 1,766 | $ 533 |
Balance Sheet Components (Futur
Balance Sheet Components (Future Principal Payments) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Long-term Debt | $ 896,529 | $ 896,067 |
Omniome, Inc [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Remainder of 2022 | 428 | |
2023 | 1,842 | |
2024 | 490 | |
Long-term Debt | $ 2,760 |
Convertible Senior Notes (Narra
Convertible Senior Notes (Narrative) (Details) - Convertible Senior Notes [Member] - USD ($) | 1 Months Ended | |||
Feb. 16, 2021 | Feb. 09, 2021 | Feb. 28, 2021 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Principal amount of notes | $ 900,000,000 | $ 900,000,000 | ||
Debt instrument, stated interest rate | 1.50% | 1.50% | ||
Maturity date | Feb. 15, 2028 | Feb. 15, 2028 | ||
Issuance date | Feb. 16, 2021 | |||
Shares issued conversion rate per $1,000 principal amount | 22.9885 | |||
Principal amount for conversion rate | $ 1,000 | |||
Conversion price per share | $ 43.50 | |||
Debt redemption, percentage of conversion price | 150% | |||
Debt redemption, trading days | 20 days | |||
Debt redemption, consecutive trading days | 30 days | |||
Redemption price, percentage | 100% | |||
Debt issuance costs | $ 4,500,000 | |||
Debt instrument, effective interest rate | 1.60% | |||
Fair value of convertible debt | $ 554,400,000 | |||
Each Day During the First 180 Days [Member] | ||||
Debt Instrument [Line Items] | ||||
Additional interest in the event of default | 0.25% | |||
181st Day to 360th Day [Member] | ||||
Debt Instrument [Line Items] | ||||
Additional interest in the event of default | 0.50% |
Convertible Senior Notes (Sched
Convertible Senior Notes (Schedule of Net Carrying Amount) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Convertible Senior Notes [Abstract] | ||
Principal amount | $ 900,000 | $ 900,000 |
Unamortized debt issuance costs | (3,471) | (3,933) |
Net carrying amount | $ 896,529 | $ 896,067 |
Convertible Senior Notes (Sch_2
Convertible Senior Notes (Schedule of Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Convertible Senior Notes [Abstract] | ||||
Contractual interest expense | $ 3,375 | $ 3,375 | $ 10,125 | $ 8,438 |
Amortization of debt issuance costs | 154 | 152 | 462 | 379 |
Total interest expense | $ 3,529 | $ 3,527 | $ 10,587 | $ 8,817 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies [Abstract] | ||
Additional liability associated with indemnification obligations | $ 0 | $ 0 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
May 25, 2022 shares | Nov. 22, 2021 shares | Sep. 20, 2021 item shares | Apr. 18, 2021 shares | Feb. 28, 2022 shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 shares | Dec. 02, 2020 shares | Aug. 04, 2020 shares | |
Stockholders' Equity [Line Items] | ||||||||||
Dividend yield | 0% | |||||||||
Omniome Plan [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Exchange ratio | item | 0.259204639 | |||||||||
Shares authorized | 2,494,128 | |||||||||
ESPP [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Shares issued | 1,878,168 | 1,913,968 | ||||||||
Additional common stock reserved for issuance | 4,000,000 | |||||||||
Common stock remain available for issuance | 9,932,505 | 9,932,505 | ||||||||
Stock-based compensation expense | $ | $ 2.3 | $ 7.9 | ||||||||
2020 Equity Incentive Plan [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Shares authorized | 11,000,000 | |||||||||
Additional common stock reserved for issuance | 18,000,000 | |||||||||
Common stock remain available for issuance | 18,700,000 | 18,700,000 | ||||||||
2020 Inducement Equity Incentive Plan [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Shares authorized | 2,500,000 | |||||||||
Additional common stock reserved for issuance | 360,000 | 750,000 | ||||||||
Time-based and performance-based options [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Stock-based compensation expense | $ | $ 6.4 | $ 20.9 | ||||||||
RSUs with performance-based vesting [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Stock-based compensation expense | $ | $ 10.3 | $ 31.9 |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Stock Option Activity) (Details) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Time-based stock option [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of shares, Outstanding, Beginning | 12,159 | |
Number of shares, Granted | 5,211 | |
Number of shares, Exercised | (650) | |
Number of shares, Canceled | (1,485) | |
Number of shares, Outstanding, Ending | 15,235 | 12,159 |
Weighted average exercise price, Outstanding, Beginning | $ 11.38 | |
Weighted average exercise price, Granted | 10.34 | |
Weighted average exercise price, Exercised | 3.33 | |
Weighted average exercise price, Canceled | 20.96 | |
Weighted average exercise price, Outstanding, Ending | $ 10.43 | $ 11.38 |
Performance-based stock options [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of shares, Outstanding, Beginning | 304 | |
Number of shares, Canceled | (2) | |
Number of shares, Outstanding, Ending | 302 | 304 |
Weighted average exercise price, Outstanding, Beginning | $ 4.71 | |
Weighted average exercise price, Canceled | 4.75 | |
Weighted average exercise price, Outstanding, Ending | 4.71 | $ 4.71 |
$1.16 – 46.37 [Member] | Time-based stock option [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price, lower range | 1.16 | |
Exercise price, upper range | 46.37 | |
$4.61 – 16.58 [Member] | Time-based stock option [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price, lower range | 4.61 | |
Exercise price, upper range | 16.58 | |
$4.71 - $4.90 [Member] | Performance-based stock options [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price, lower range | 4.71 | 4.71 |
Exercise price, upper range | 4.90 | $ 4.90 |
Exercise price, lower range, Canceled | 4.71 | |
Exercise price, upper range, Canceled | 4.90 | |
$1.16 - 8.90 [Member] | Time-based stock option [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price, lower range | 1.16 | |
Exercise price, upper range | 8.90 | |
$2.47 – 46.37 [Member] | Time-based stock option [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price, lower range | 2.47 | |
Exercise price, upper range | 46.37 | |
$1.16 – 46.37 [Member] | Time-based stock option [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price, lower range | 1.16 | |
Exercise price, upper range | $ 46.37 |
Stockholders' Equity (Summary_2
Stockholders' Equity (Summary of Time-Based RSUs Activity) (Details) - RSUs with time-based vesting [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Outstanding, Beginning | shares | 7,392 |
Number of shares, Granted | shares | 5,054 |
Number of shares, Vested | shares | (2,395) |
Number of shares, Forfeited | shares | (1,381) |
Number of shares, Outstanding, Ending | shares | 8,670 |
Weighted average grant date fair value Outstanding, Beginning | $ / shares | $ 19.78 |
Weighted average grant date fair value, Granted | $ / shares | 10.24 |
Weighted average grant date fair value, Vested | $ / shares | 14.58 |
Weighted average grant date fair value, Forfeited | $ / shares | 19.86 |
Weighted average grant date fair value, Outstanding Ending | $ / shares | $ 15.64 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Stock-Based Compensation Expense) (Details) - ESPP [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 18,936 | $ 35,820 | $ 60,658 | $ 61,790 |
Cost of revenue [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 934 | 1,837 | 3,680 | 4,734 |
Research and development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 7,519 | 5,162 | 24,232 | 12,519 |
Sales, general and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 10,483 | 9,897 | 32,746 | 25,613 |
Merger-related expenses - stock-settled [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 6,349 | 6,349 | ||
Merger-related expenses - milestone [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 5,202 | 5,202 | ||
Stock-based compensation [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 18,936 | 28,447 | $ 60,658 | 54,417 |
Merger-related expenses - cash-settled [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 7,373 | $ 7,373 |
Stockholders' Equity (Schedul_2
Stockholders' Equity (Schedule of Fair Value of Employee Stock Options) (Details) - $ / shares | 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] | ||||
Dividend yield | 0% | |||
Options to purchase common stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term in years | 4 years 7 months 6 days | 4 years 7 months 6 days | ||
Expected volatility | 75% | |||
Risk-free interest rate | 3.66% | |||
Risk-free interest rate, minimum | 0.05% | 0.41% | 0.05% | |
Risk-free interest rate, maximum | 0.71% | 3.66% | 0.74% | |
Weighted average grant date fair value per share | $ 4.94 | $ 5.97 | $ 5.93 | $ 15.63 |
Options to purchase common stock [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term in years | 2 years 1 month 6 days | 2 years 1 month 6 days | ||
Expected volatility | 67% | 70% | 67% | |
Options to purchase common stock [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term in years | 4 years 7 months 6 days | 4 years 7 months 6 days | ||
Expected volatility | 80% | 80% |
Stockholders' Equity (Schedul_3
Stockholders' Equity (Schedule of Fair Value of Employee Stock Purchase Plan) (Details) - $ / shares | 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] | ||||
Dividend yield | 0% | |||
ESPP [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected volatility | 97% | 67% | ||
Risk-free interest rate, minimum | 3.34% | 0.06% | 0.06% | |
Risk-free interest rate, maximum | 3.51% | 0.20% | 0.20% | |
Weighted average grant date fair value, Granted | $ 3.40 | $ 16.73 | $ 4.28 | $ 25.07 |
ESPP [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term in years | 6 months | 6 months | 6 months | 6 months |
Expected volatility | 70% | 67% | ||
ESPP [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term in years | 2 years | 2 years | 2 years | 2 years |
Expected volatility | 97% | 68% |
Net Loss Per Share (Computation
Net Loss Per Share (Computation Of Basic And Diluted Net ((Loss) Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||||
Net (loss) income | $ (76,971) | $ 16,542 | $ (229,864) | $ (111,894) |
Basic | ||||
Weighted average shares used in computing basic net loss | 225,123 | 202,194 | 223,981 | 198,545 |
Basic net (loss) income per share | $ (0.34) | $ 0.08 | $ (1.03) | $ (0.56) |
Diluted | ||||
Weighted average shares used in computing basic net loss per share | 225,123 | 202,194 | 223,981 | 198,545 |
Weighted average shares used in computing diluted net loss per share | 225,123 | 215,127 | 223,981 | 198,545 |
Diluted net (loss) income per share | $ (0.34) | $ 0.08 | $ (1.03) | $ (0.56) |
Options to purchase common stock [Member] | ||||
Diluted | ||||
Add: weighted average | 7,754 | |||
RSUs [Member] | ||||
Diluted | ||||
Add: weighted average | 3,598 | |||
ESPP [Member] | ||||
Diluted | ||||
Add: weighted average | 1,581 |
Net Loss Per Share (Antidilutiv
Net Loss Per Share (Antidilutive Shares Excluded From Computation Of Diluted Net Loss Per Share) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Shares issuable upon conversion of convertible senior notes [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share | 20,690 | 20,690 | 20,690 | 20,690 |
Warrants to purchase common stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share | 15,537 | 2,326 | 15,537 | 12,703 |
RSUs [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share | 8,670 | 2,006 | 8,670 | 6,835 |
ESPP [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share | 3,880 | 126 | 3,880 | 1,564 |
Revenue (Schedule of Revenue by
Revenue (Schedule of Revenue by Geographic Location) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 32,311 | $ 34,887 | $ 100,951 | $ 94,494 |
Americas [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 16,743 | 19,368 | 57,547 | 45,872 |
Europe, Middle East and Africa [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 5,997 | 6,347 | 17,432 | 21,166 |
Asia-Pacific [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 9,571 | $ 9,172 | $ 25,972 | $ 27,456 |
Revenue (Summary of Revenue by
Revenue (Summary of Revenue by Category) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Product Information [Line Items] | ||||
Total revenue | $ 32,311 | $ 34,887 | $ 100,951 | $ 94,494 |
Product [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 27,509 | 30,502 | 85,928 | 82,338 |
Instrument [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 11,442 | 15,926 | 42,611 | 45,147 |
Consumable [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 16,067 | 14,576 | 43,317 | 37,191 |
Service and Other [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | $ 4,802 | $ 4,385 | $ 15,023 | $ 12,156 |