Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 02, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35980 | |
Entity Registrant Name | NANOSTRING TECHNOLOGIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-0094687 | |
Entity Address, Address Line One | 530 Fairview Avenue North | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98109 | |
City Area Code | 206 | |
Local Phone Number | 378-6266 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | NSTG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,065,328 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001401708 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 171,452 | $ 29,033 |
Short-term investments | 59,574 | 127,822 |
Short-term investments | 127,822 | |
Accounts receivable, net | 25,758 | 27,153 |
Inventory, net | 26,159 | 19,781 |
Prepaid expenses and other | 4,028 | 8,818 |
Total current assets | 286,971 | 212,607 |
Property and equipment, net | 20,856 | 20,184 |
Operating lease right-of-use assets | 22,263 | 24,648 |
Other assets | 2,727 | 2,315 |
Total assets | 332,817 | 259,754 |
Current liabilities: | ||
Accounts payable | 3,753 | 10,282 |
Accrued liabilities | 3,444 | 4,973 |
Accrued compensation and other employee benefits | 13,476 | 15,579 |
Customer deposits | 1,477 | 6,389 |
Deferred revenue, current portion | 5,564 | 3,997 |
Operating lease liabilities, current portion | 4,402 | 3,766 |
Total current liabilities | 32,116 | 44,986 |
Deferred revenue, net of current portion | 1,148 | 976 |
Other long-term liabilities | 0 | 322 |
Long-term debt, net | 169,964 | 79,951 |
Operating lease liabilities, net of current portion | 26,994 | 29,368 |
Total liabilities | 230,222 | 155,603 |
Commitment and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 15,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.0001 par value, 150,000 shares authorized; 38,300 and 36,298 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 4 | 4 |
Additional paid-in capital | 621,372 | 535,954 |
Accumulated other comprehensive income | 245 | 145 |
Accumulated deficit | (519,026) | (431,952) |
Total stockholders’ equity | 102,595 | 104,151 |
Total liabilities and stockholders’ equity | $ 332,817 | $ 259,754 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 38,300,000 | 36,298,000 |
Common stock, shares outstanding (in shares) | 38,300,000 | 36,298,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue: | ||||
Revenue | $ 31,845 | $ 30,604 | $ 81,054 | $ 88,637 |
Costs and expenses: | ||||
Cost of product and service revenue | 13,962 | 10,925 | 35,691 | 29,239 |
Research and development | 14,993 | 17,007 | 48,234 | 50,063 |
Selling, general and administrative | 20,474 | 23,382 | 66,107 | 69,317 |
Total costs and expenses | 49,429 | 51,314 | 150,032 | 148,619 |
Loss from operations | (17,584) | (20,710) | (68,978) | (59,982) |
Other income (expense): | ||||
Interest income | 333 | 763 | 1,516 | 2,114 |
Interest expense | (4,154) | (2,415) | (11,153) | (6,052) |
Other income (expense), net | 159 | (322) | (1,116) | (552) |
Loss on extinguishment of debt and termination of revolving loan facility | 0 | 0 | (7,143) | 0 |
Total other expense, net | (3,662) | (1,974) | (17,896) | (4,490) |
Net loss before provision for income tax | (21,246) | (22,684) | (86,874) | (64,472) |
Provision for income tax | (71) | (64) | (200) | (211) |
Net loss | $ (21,317) | $ (22,748) | $ (87,074) | $ (64,683) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.56) | $ (0.64) | $ (2.31) | $ (1.90) |
Weighted average shares used in computing basic and diluted net loss per share (in shares) | 38,081 | 35,576 | 37,624 | 34,121 |
Total product and service revenue | ||||
Revenue: | ||||
Revenue | $ 30,090 | $ 26,349 | $ 75,730 | $ 70,069 |
Collaboration revenue | ||||
Revenue: | ||||
Revenue | $ 1,755 | $ 4,255 | $ 5,324 | $ 18,568 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (21,317) | $ (22,748) | $ (87,074) | $ (64,683) |
Change in unrealized gain on available-for-sale debt securities | (192) | 13 | 100 | 257 |
Comprehensive loss | $ (21,509) | $ (22,735) | $ (86,974) | $ (64,426) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficit Statement - USD ($) shares in Thousands, $ in Thousands | Total | Accumulated Deficit | Other Comprehensive Loss | Additional Paid-in Capital | Common Stock |
Balance at beginning (in shares) at Dec. 31, 2018 | 30,913 | ||||
Balance at beginning at Dec. 31, 2018 | $ 36,869 | $ (391,256) | $ (40) | $ 428,162 | $ 3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued (in shares) | 3,175 | ||||
Common stock issued in public offering, net of $4.7 million of issuance costs | 68,273 | 68,273 | $ 0 | ||
Warrants issued for common stock | 698 | 698 | |||
Common stock issued for stock options and restricted stock units (in shares) | 805 | ||||
Common stock issued for stock options and restricted stock units | 8,075 | 8,075 | |||
Common stock issued for employee stock purchase plan (in shares) | 151 | ||||
Common stock issued for employee stock purchase plan | 939 | 939 | |||
Tax payments from shares withheld for equity awards (in shares) | 0 | ||||
Tax payments from shares withheld for equity awards | (1,299) | (1,299) | |||
Stock-based compensation | 2,882 | 2,882 | |||
Net loss | (21,898) | (21,898) | |||
Other comprehensive income | 61 | 61 | |||
Balance at end (in shares) at Mar. 31, 2019 | 35,044 | ||||
Balance at end at Mar. 31, 2019 | 94,600 | (413,154) | 21 | 507,730 | $ 3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock net of issuance costs of $1.4 million | 4,700 | ||||
Balance at beginning (in shares) at Dec. 31, 2018 | 30,913 | ||||
Balance at beginning at Dec. 31, 2018 | 36,869 | (391,256) | (40) | 428,162 | $ 3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (64,683) | ||||
Balance at end (in shares) at Sep. 30, 2019 | 35,736 | ||||
Balance at end at Sep. 30, 2019 | 72,589 | (455,939) | 217 | 528,307 | $ 4 |
Balance at beginning (in shares) at Mar. 31, 2019 | 35,044 | ||||
Balance at beginning at Mar. 31, 2019 | 94,600 | (413,154) | 21 | 507,730 | $ 3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Warrants issued for common stock | 1,575 | 1,575 | |||
Common stock issued for stock options and restricted stock units (in shares) | 323 | ||||
Common stock issued for stock options and restricted stock units | 4,591 | 4,590 | $ 1 | ||
Stock-based compensation | 5,076 | 5,076 | |||
Net loss | (20,037) | (20,037) | |||
Other comprehensive income | 183 | 183 | |||
Balance at end (in shares) at Jun. 30, 2019 | 35,367 | ||||
Balance at end at Jun. 30, 2019 | 85,988 | (433,191) | 204 | 518,971 | $ 4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Warrants issued for common stock | 516 | 516 | |||
Common stock issued for stock options and restricted stock units (in shares) | 317 | ||||
Common stock issued for stock options and restricted stock units | 3,234 | 3,234 | |||
Common stock issued for employee stock purchase plan (in shares) | 52 | ||||
Common stock issued for employee stock purchase plan | 1,013 | 1,013 | |||
Tax payments from shares withheld for equity awards | (175) | (175) | |||
Stock-based compensation | 4,748 | 4,748 | |||
Net loss | (22,748) | (22,748) | |||
Other comprehensive income | 13 | 13 | |||
Balance at end (in shares) at Sep. 30, 2019 | 35,736 | ||||
Balance at end at Sep. 30, 2019 | 72,589 | (455,939) | 217 | 528,307 | $ 4 |
Balance at beginning (in shares) at Dec. 31, 2019 | 36,298 | ||||
Balance at beginning at Dec. 31, 2019 | 104,151 | (431,952) | 145 | 535,954 | $ 4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity component of convertible notes, net | 58,543 | 58,543 | |||
Warrants issued for common stock | 737 | 737 | |||
Common stock issued for stock options and restricted stock units (in shares) | 948 | ||||
Common stock issued for stock options and restricted stock units | 6,969 | 6,969 | |||
Common stock issued for employee stock purchase plan (in shares) | 50 | ||||
Common stock issued for employee stock purchase plan | 1,122 | 1,122 | |||
Exercise of common stock warrants, net (in shares) | 407 | ||||
Exercise of common stock warrants, net | 0 | 0 | |||
Tax payments from shares withheld for equity awards (in shares) | 0 | ||||
Tax payments from shares withheld for equity awards | (2,006) | (2,006) | |||
Stock-based compensation | 4,303 | 4,303 | |||
Net loss | (38,624) | (38,624) | |||
Other comprehensive income | (61) | (61) | |||
Balance at end (in shares) at Mar. 31, 2020 | 37,703 | ||||
Balance at end at Mar. 31, 2020 | 135,134 | (470,576) | 84 | 605,622 | $ 4 |
Balance at beginning (in shares) at Dec. 31, 2019 | 36,298 | ||||
Balance at beginning at Dec. 31, 2019 | 104,151 | (431,952) | 145 | 535,954 | $ 4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (87,074) | ||||
Balance at end (in shares) at Sep. 30, 2020 | 38,300 | ||||
Balance at end at Sep. 30, 2020 | 102,595 | (519,026) | 245 | 621,372 | $ 4 |
Balance at beginning (in shares) at Mar. 31, 2020 | 37,703 | ||||
Balance at beginning at Mar. 31, 2020 | 135,134 | (470,576) | 84 | 605,622 | $ 4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for stock options and restricted stock units (in shares) | 234 | ||||
Common stock issued for stock options and restricted stock units | 2,673 | 2,673 | |||
Stock-based compensation | 3,660 | 3,660 | |||
Net loss | (27,133) | (27,133) | |||
Other comprehensive income | 354 | 354 | |||
Balance at end (in shares) at Jun. 30, 2020 | 37,937 | ||||
Balance at end at Jun. 30, 2020 | 114,688 | (497,709) | 438 | 611,955 | $ 4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for stock options and restricted stock units (in shares) | 324 | ||||
Common stock issued for stock options and restricted stock units | 3,429 | 3,429 | |||
Common stock issued for employee stock purchase plan (in shares) | 39 | ||||
Common stock issued for employee stock purchase plan | 1,068 | 1,068 | |||
Stock-based compensation | 4,920 | 4,920 | |||
Net loss | (21,317) | (21,317) | |||
Other comprehensive income | (193) | (193) | |||
Balance at end (in shares) at Sep. 30, 2020 | 38,300 | ||||
Balance at end at Sep. 30, 2020 | $ 102,595 | $ (519,026) | $ 245 | $ 621,372 | $ 4 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities | ||
Net loss | $ (87,074) | $ (64,683) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 13,077 | 12,706 |
Depreciation and amortization | 4,301 | 3,625 |
Payment of accrued interest on long-term debt | (2,593) | 0 |
Loss on extinguishment of long-term debt | 7,143 | 0 |
Amortization of debt discount and deferred financing costs | 6,141 | 575 |
Loss on equity securities | 300 | 0 |
Amortization of discount on short-term investments | (150) | (11) |
Non-cash operating lease expense | 2,417 | 2,069 |
Conversion of accrued interest to long-term debt | 0 | 1,565 |
Provision for inventory obsolescence and bad debts | 15 | 722 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,390 | (2,224) |
Inventory | (6,792) | (7,161) |
Prepaid expenses and other assets | 4,663 | (5,292) |
Accounts payable | (4,286) | (2,027) |
Accrued liabilities | (1,533) | 1,133 |
Accrued compensation and other employee benefits | (2,366) | (1,232) |
Customer deposits | (4,912) | (1,705) |
Deferred revenue | 1,739 | (6,244) |
Operating lease liabilities | (2,262) | (1,701) |
Net cash used in operating activities | (70,782) | (69,885) |
Investing activities | ||
Purchases of property and equipment | (6,808) | (1,832) |
Proceeds from sale of short-term investments | 17,218 | 2,500 |
Proceeds from maturity of short-term investments | 89,784 | 84,070 |
Purchases of short-term investments | (38,804) | (122,084) |
Net cash provided by (used in) investing activities | 61,390 | (37,346) |
Financing activities | ||
Proceeds from issuance of 2025 convertible senior notes and borrowings under long-term debt agreement | 230,000 | 20,000 |
Fees paid for issuance of 2025 convertible senior notes and long-term debt borrowings | (7,403) | (100) |
Repayment of long-term debt | (80,000) | 0 |
Fees paid upon extinguishment of debt | (4,845) | 0 |
Proceeds from sale of common stock, net | 0 | 68,273 |
Proceeds from issuance of common stock warrants | 737 | 1,821 |
Tax withholdings related to net share settlements of restricted stock units | (2,012) | (1,474) |
Proceeds from issuance of common stock for employee stock purchase plan | 2,190 | 1,952 |
Proceeds from exercise of stock options | 13,077 | 15,899 |
Net cash provided by financing activities | 151,744 | 106,371 |
Net increase (decrease) in cash and cash equivalents | 142,352 | (860) |
Effect of exchange rate changes on cash and cash equivalents | 67 | (54) |
Cash and cash equivalents | ||
Beginning of period | 29,033 | 24,356 |
End of period | 171,452 | 23,442 |
Right-of-use assets obtained in exchange for lease obligations | $ 524 | $ 27,364 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of Business | Description of the Business NanoString Technologies, Inc. (the “Company”) was incorporated in the state of Delaware on June 20, 2003. The Company’s headquarters is located in Seattle, Washington. The Company’s proprietary optical barcoding chemistry enables direct detection, identification, and quantification of individual target molecules in a biological sample by attaching a unique color coded fluorescent reporter to each target molecule of interest. The Company currently markets and sells two platforms based on its proprietary technology, its nCounter Analysis System, and its GeoMx Digital Spatial Profiler, or GeoMx DSP system, both consisting of instruments and consumables, to academic, government, biopharmaceutical, and clinical laboratory customers. The Company has incurred losses to date and expects to incur additional losses for the foreseeable future. The Company continues to invest the majority of its resources in the development and growth of its business, including significant investments in new product development and sales and marketing efforts. The Company’s activities have been financed to date primarily through the sale of equity securities, the incurrence of indebtedness and through cash received by the Company pursuant to certain product development collaborations. In October 2020, the Company completed an underwritten public offering of 5,750,000 shares of its common stock, including the exercise in full by the underwriters of their option to purchase 750,000 additional shares of common stock. The Company’s total gross proceeds were $230.0 million. After underwriter’s commissions and other expenses of the offering, the Company’s aggregate net proceeds were $215.8 million. The Company intends to use the net proceeds for working capital and general corporate purposes. In March 2020, the Company issued $230.0 million in aggregate principal amount of 2.625% Convertible Senior Notes due 2025 (“Convertible Notes”) in a private offering. The Convertible Notes are governed by an indenture dated March 9, 2020 between the Company and U.S. Bank, National Association, as trustee. The Company received net proceeds from the offering of $222.6 million. The Company used $88.6 million to repay in full all outstanding amounts borrowed and fees owed with the termination of the Company’s amended and restated term loan agreement (“2018 Term Loan”) with Capital Royalty Group, and the fees owed in connection with the termination of the Company’s revolving credit facility with Silicon Valley Bank. See Note 9. Long-term Debt, Net for more information. |
Concentration of Risks
Concentration of Risks | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risks | Concentration of Risks Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments and accounts receivable. Cash is invested in accordance with the Company’s investment policy, which includes guidelines intended to minimize and diversify credit risk. Most of the Company’s investments are not federally insured. The Company has credit risk related to the collectability of its accounts receivable. The Company performs initial and ongoing evaluations of its customers’ credit history or financial position and generally extends credit on account without collateral. Additionally, the Company evaluates collectability risk over the life of its receivables in order to establish an appropriate reserve for certain receivables that may become uncollectible in future periods. The Company has not experienced significant credit losses to date. During the three and nine months ended September 30, 2020, the Company had no customers or collaborators that individually represented more than 10% of total revenue. The Company had one collaborator, Lam, that individually represented 13% and 15% of total revenue during the three and nine months ended September 30, 2019, respectively. The Company had no customers or collaborators that represented more than 10% of total product and service revenue for the three and nine month periods ended September 30, 2020 and 2019, respectively. The Company had no customers or collaborators that represented more than 10% of total accounts receivable as of September 30, 2020 or December 31, 2019. The Company is also subject to supply chain risks related to the outsourcing of the manufacturing and production of its instruments to sole suppliers. Although there are a limited number of manufacturers for instruments of this type, the Company believes that other suppliers could provide similar products on comparable terms. Similarly, the Company sources certain raw materials used in the manufacture of consumables from sole suppliers. The impact of the COVID-19 global pandemic has not had a significant impact on the Company’s ability to source raw materials or its instruments to date. However, a change in or loss of suppliers could cause a delay in manufacturing and a possible loss of sales, which would adversely affect operating results. Should COVID-19 continue to impact the global economy at the same or heightened levels during future periods, or if certain geographies where the Company’s key suppliers or manufacturing facilities are located are more severely impacted than others, this could negatively impact the Company’s ability to manufacture new products, fulfill customer orders, and collect from customers, which could adversely affect future operating results. |
Short-term Investments
Short-term Investments | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | Short-term Investments Short-term investments consisted of available-for-sale and equity securities as follows (in thousands): Type of securities as of September 30, 2020 Amortized Gross Gross Fair value Corporate debt securities $ 42,865 $ 180 $ — $ 43,045 U.S. government-related debt securities 15,001 51 — 15,052 Asset-backed securities 1,463 14 — 1,477 Total available-for-sale debt securities $ 59,329 $ 245 $ — $ 59,574 Type of securities as of December 31, 2019 Amortized Gross Gross Fair value Corporate debt securities $ 78,243 $ 89 $ (2) $ 78,330 U.S. government-related debt securities 26,966 37 — 27,003 Asset-backed securities 11,950 21 — 11,971 Total available-for-sale debt securities $ 117,159 $ 147 $ (2) $ 117,304 Corporate equity securities 9,893 625 — 10,518 Total short-term investment securities $ 127,052 $ 772 $ (2) $ 127,822 The fair values of available-for-sale debt securities by contractual maturity were as follows (in thousands): September 30, 2020 December 31, 2019 Maturing in one year or less $ 59,574 $ 101,751 Maturing in one to three years — 15,553 Total available-for-sale debt securities $ 59,574 $ 117,304 |
Collaboration Agreements
Collaboration Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Revenue Disclosure [Abstract] | |
Collaboration Agreements | Collaboration Agreements Lam Research Corporation In August 2017, the Company entered into a collaboration agreement with Lam with respect to the development of the Company’s Hyb & Seq platform product candidate and related assays. Pursuant to the terms of the collaboration agreement, Lam contributed up to an aggregate of $50.0 million towards the project. Lam is eligible to receive certain single-digit percentage royalty payments from the Company on net sales of certain products and technologies developed under the collaboration agreement, if any such net sales are ever recorded. The maximum amount of royalties payable to Lam will be capped at an amount up to three times the amount of development funding actually provided by Lam. During the three and nine months ended September 30, 2020, the Company recognized revenue related to the Lam agreement of $1.4 million and $4.3 million, respectively. During the three and nine months ended September 30, 2019, the Company recognized revenue related to the Lam agreement of $4.0 million and $13.2 million, respectively. At September 30, 2020, the Company had recorded customer deposits of $0.5 million representing amounts received in advance. As of December 31, 2019, Lam had provided the full development funding commitment of $50.0 million and the Company does not expect to receive any further funding from Lam in future periods. In January 2020, having received the full commitment of development funding from Lam, the remaining warrants for shares of the Company’s common stock became exercisable and Lam elected to net exercise, in full, its warrant for 1.0 million shares of common stock, for which the Company issued an aggregate of 407,247 shares to Lam. In connection with Lam’s exercise of the warrant, the Company agreed to waive certain restrictions associated with the sale of the common stock in exchange for commitments by Lam related to the method and timing of Lam’s sale of the shares. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. Additionally, the Company operates in various states and local jurisdictions for which sales, occupation, or franchise taxes may be payable to certain taxing authorities. Management believes that there are no claims or actions pending against the Company currently, the ultimate disposition of which would have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements reflect the accounts of the Company and its wholly-owned subsidiaries. The unaudited condensed consolidated balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all information and disclosures required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for annual financial statements. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and U.S. GAAP for unaudited condensed consolidated financial information. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s financial position and results of its operations as of and for the periods presented. Unless indicated otherwise, all amounts presented in financial tables are presented in thousands, except for per share and par value amounts. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, certain estimates are becoming more challenging, and actual results could differ materially from those estimates. The results of the Company’s operations for the three and nine month periods ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year or for any other period. Revenue Recognition The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration expected to be received in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. Performance obligations are considered satisfied once the Company has transferred control of a product or service to the customer, meaning the customer has the ability to use and obtain the benefit of the product or service. The Company recognizes revenue for satisfied performance obligations only when there are no uncertainties regarding payment terms or transfer of control. The Company generates the majority of its revenue from sales of its proprietary nCounter Analysis System and GeoMx DSP System, and related consumables. Services consist of instrument service contracts and service fees for assay processing. The Company at times may enter into collaboration agreements that may generate upfront fees, and in some cases subsequent milestone payments that may be earned upon completion of certain product development milestones or other designated activities. For collaboration agreements of this type, the Company estimates the expected total cost of product development and other services under these arrangements and recognizes collaboration revenue using a contingency-adjusted proportional performance model. The Company may also recognize revenue from collaboration agreements that do not include upfront or milestone-based payments and generally recognizes revenue on these types of agreements based on the timing and amount of development activities. Expenses incurred in relation to research activities conducted in conjunction with our collaboration partners are recognized when the related activities have occurred and are classified in the statement of operations, generally as research and development expense. From period to period, collaboration revenue can fluctuate substantially based on the level of product development activities devoted to these collaborations, based on achievement or probable achievement of product development or other milestones, or as estimates of total expected collaboration product development or other costs are changed or updated. Convertible Senior Notes In accordance with accounting guidance for debt with conversion and other options, the Company separately accounted for the liability and equity components of the 2.625% Convertible Senior Notes due 2025 (“Convertible Notes”) by allocating the proceeds between the liability component and the embedded conversion feature, or the equity component, due to the Company’s ability to settle the Convertible Notes in cash, common stock or a combination of cash and common stock, at its option. The Company’s current intent is to settle the principal amount of the Convertible Notes in cash upon conversion, with any remaining conversion value being delivered in shares of its common stock. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The allocation was performed in a manner that reflected the Company’s non-convertible debt borrowing rate for similar debt. The equity component of the Convertible Notes was recognized as a debt discount and represents the difference between the proceeds from the issuance of the Convertible Notes and the fair value of the liability of the Convertible Notes on their respective dates of issuance. The excess of the principal amount of the liability component over its carrying amount is the debt discount and is amortized to interest expense using the effective interest method over five years. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In connection with the issuance of the Convertible Notes, the Company also incurred certain financing costs associated directly with the issuance of the Convertible Notes. These issuance costs will be deferred, and a portion of the deferred issuance costs have been deemed attributable to the equity component and have been allocated to additional paid-in capital. The remaining deferred issuance costs will also be amortized to interest expense over five years using the effective interest method. See Note 9. Long-term Debt, Net for additional information regarding the Convertible Notes. Leases The Company determines if an arrangement is a lease at inception of a contract. The Company’s leasing portfolio is comprised of operating leases primarily for general office, manufacturing, and research and development purposes. Operating lease liabilities and the corresponding right-of-use assets are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The operating lease right-of-use asset is reduced by lease incentives included in the agreement. As the existing leases do not contain an implicit interest rate, the Company estimates its incremental borrowing rate based on information available at commencement date in determining the present value of future payments. The Company includes options to extend the lease in the lease liability and right-of-use asset when it is reasonably certain that the option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For our short-term leases, we recognize lease payments as an expense on a straight-line basis over the lease term. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued “ASU 2016-13, Financial Instruments: Credit Losses.” The standard requires disclosure regarding expected credit losses on financial instruments at each reporting date, and changes how other than temporary impairments on investment securities are recorded. The Company adopted the ASU on January 1, 2020 using the modified retrospective transition approach and the adoption did not have a material impact on its condensed consolidated results of operations, financial condition, cash flows and financial statement disclosures for the three or nine month periods ended September 30, 2020. In August 2018, the FASB issued “ASU 2018-15, Intangibles — Goodwill and other — Internal-use software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted the standard, on a prospective basis, on January 1, 2020. Historically, the Company has had a practice of expensing the implementation costs related to cloud computing arrangements. Upon adoption of the standard, the Company may capitalize certain implementation costs for new cloud computing arrangements in other assets, and amortize the costs over the related service contract period for the hosted arrangement. The amortization of the implementation costs and the related service contract costs will be presented in its results of operations. The adoption did not have a material impact to the condensed consolidated results of operations, financial condition, cash flows, and financial statement disclosures for the three or nine month periods ended September 30, 2020. In November 2018, the FASB issued “ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606.” The new guidance clarifies when certain transactions between collaborative arrangement participants which should be accounted for as revenue under Topic 606. The Company adopted the standard on January 1, 2020. The Company has assessed its collaborative arrangements and concluded no adjustment is necessary, based on guidance in the standard. In December 2019, the FASB issued “ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The new guidance simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company adopted this ASU effective January 1, 2020 and, as a result, was able to determine the effect of income or loss from continuing operations using a computation that does not consider the tax effects of items that are not included in continuing operations. As such, for the three and nine month periods ended September 30, 2020, the Company did not record a tax expense or benefit in its net loss from operations related to deferred tax assets and liabilities associated with its Convertible Notes. See to Note 9. Long-term Debt, Net for additional information. Recent Accounting Pronouncements |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company operates as a single reportable segment. The Company has one sales force that sells the Company’s nCounter and GeoMx DSP instruments, consumables and related services. Disaggregated Revenues The following table of total revenue is based on the geographic location of end users or distributors who purchase products and services, and of our collaborators. For sales to distributors, their geographic location may be different from the geographic location of the ultimate end customer. For collaboration agreements, revenues are derived from partners located primarily in the United States. Americas consists of the United States, Canada, Mexico, and South America; and Asia Pacific includes Japan, China, South Korea, Singapore, Malaysia, India, and Australia. The following table provides information about disaggregated revenue by major product line and primary geographic market (in thousands): Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Americas Europe and Middle East Asia Pacific Total Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 7,315 $ 4,145 $ 1,418 $ 12,878 $ 20,973 $ 8,408 $ 3,131 $ 32,512 Consumables 9,838 3,058 754 13,650 23,585 7,966 1,968 33,519 Total product revenue 17,153 7,203 2,172 26,528 44,558 16,374 5,099 66,031 Service revenue 2,368 874 320 3,562 6,328 2,625 746 9,699 Total product and service revenue 19,521 8,077 2,492 30,090 50,886 18,999 5,845 75,730 Collaboration revenue 1,755 — — 1,755 5,324 — — 5,324 Total revenues $ 21,276 $ 8,077 $ 2,492 $ 31,845 $ 56,210 $ 18,999 $ 5,845 $ 81,054 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Americas Europe and Middle East Asia Pacific Total Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 5,823 $ 1,577 $ 637 $ 8,037 $ 11,609 $ 4,066 $ 1,620 $ 17,295 Consumables 9,648 4,710 895 15,253 27,093 14,434 2,574 44,101 Total product revenue 15,471 6,287 1,532 23,290 38,702 18,500 4,194 61,396 Service revenue 2,004 841 214 3,059 5,965 2,136 572 8,673 Total product and service revenue 17,475 7,128 1,746 26,349 44,667 20,636 4,766 70,069 Collaboration revenue 4,255 — — 4,255 18,568 — — 18,568 Total revenues $ 21,730 $ 7,128 $ 1,746 $ 30,604 $ 63,235 $ 20,636 $ 4,766 $ 88,637 Total revenue in the United States was $20.5 million, $54.3 million, $21.3 million, and $61.7 million for the three and nine month periods ended September 30, 2020 and 2019, respectively. The Company’s assets are primarily located in the United States and not allocated to any specific geographic region. Substantially all of the Company’s long-lived assets are located in the United States. Contract balances and remaining performance obligations Contract liabilities are comprised of the current and long-term portions of deferred revenue of $6.7 million and $5.0 million as of September 30, 2020 and December 31, 2019, respectively, and customer deposits of $1.5 million and $6.4 million as of September 30, 2020 and December 31, 2019, respectively, included within the condensed consolidated balance sheets. Total contract liabilities decreased by $3.2 million as of September 30, 2020 as a result of the recognition of previously deferred revenue and customer deposits of $11.0 million for the completion of certain performance obligations during the period, partially offset by an increase of $7.8 million related to additional deferred revenue associated primarily with new or extended service contracts. The Company did not record any contract assets as of September 30, 2020. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. Outstanding stock options, restricted stock units, and warrants have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. Accordingly, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same. The following shares underlying outstanding options, restricted stock units, and warrants were excluded from the computation of basic and diluted net loss per share for the periods presented (in thousands): Three Months Ended Nine Months Ended September 30, 2020 2020 2019 2020 2019 Options to purchase common stock 3,196 4,448 3,546 4,682 Restricted stock units 1,624 1,864 1,552 1,675 Common stock warrants 479 1,231 518 1,052 Stock appreciation rights 14 — 9 — |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to measure fair value. The three levels of the fair value hierarchy are as follows: • Level 1 — Quoted prices in active markets for identical assets and liabilities. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. • Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The recorded amounts of certain financial instruments, including cash, accounts receivable, prepaid expenses and other, accounts payable and accrued liabilities, approximate fair value due to their relatively short-term maturities. The Company’s investments by level within the fair value hierarchy were as follows (in thousands): As of September 30, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 161,866 $ — $ — $ 161,866 Short-term investments: Corporate debt securities — 43,045 — 43,045 U.S. government-related debt securities — 15,052 — 15,052 Asset-backed securities — 1,477 — 1,477 Total $ 161,866 $ 59,574 $ — $ 221,440 As of December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 22,152 $ — $ — $ 22,152 Short-term investments: Corporate debt securities — 78,330 — 78,330 U.S. government-related debt securities — 27,003 — 27,003 Asset-backed securities — 11,971 — 11,971 Corporate equity securities 10,518 — — 10,518 Total $ 32,670 $ 117,304 $ — $ 149,974 In March 2020, the Company issued $230.0 million of Convertible Notes of which $88.6 million was used to repay amounts owed and fees associated with the termination of its term loan agreement and revolving line of credit as described in more detail in Note 9. Long-term Debt, Net. As of September 30, 2020, the fair value of the Convertible Notes was $279.9 million. The estimated fair value of the Convertible Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the Convertible Notes in an over-the-counter market. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory, net of related allowances, consisted of the following as of the date indicated (in thousands): September 30, 2020 December 31, 2019 Raw materials $ 5,622 $ 4,620 Work in process 5,986 4,617 Finished goods 14,551 10,544 Total inventory, net $ 26,159 $ 19,781 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt, Net Convertible Notes In March 2020, the Company issued $230.0 million in aggregate principal amount of 2.625% Convertible Senior Notes due 2025 (“Convertible Notes”) in a private offering. The Convertible Notes are governed by an indenture dated March 9, 2020 between the Company and U.S. Bank, National Association, as trustee. The Company received net proceeds from the offering of $222.6 million. The Company used $88.6 million to repay in full all outstanding amounts borrowed and fees owed in connection with the termination of the Company’s amended and restated term loan agreement (“2018 Term Loan”) with Capital Royalty Group, and the fees owed in connection with the termination of the Company’s revolving credit facility with Silicon Valley Bank. The Convertible Notes bear interest at a rate of 2.625% per year, payable semi-annually in arrears on March 1 and September 1, beginning on September 1, 2020. The Convertible Notes may bear additional interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under, or if the Convertible Notes are not freely tradeable as required by, the indenture governing the Convertible Notes. Upon conversion, the Convertible Notes will be convertible into cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election. The Company’s current intent is to settle the principal amount of the Convertible Notes in cash upon conversion, with any remaining conversion value being delivered in shares of its common stock. The Convertible Notes are general unsecured senior obligations and will mature on March 1, 2025, unless earlier repurchased, redeemed or converted, subject to satisfaction of certain conditions and during the periods described below. The initial conversion rate for the Convertible Notes is 20.9161 shares of common stock, par value $0.0001 per share, per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $47.81 per share). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that may occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or in connection with such redemption, as the case may be, in certain circumstances. Prior to the close of business on the business day immediately preceding December 1, 2024, the Convertible Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of such period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the Convertible Notes for redemption, the Convertible Notes called for redemption (or, in the case of a partial redemption, if the Company makes an election to redeem all Convertible Notes, irrespective of whether they are called for redemption, to be convertible, all Convertible Notes) may be submitted for conversion at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date as set forth in the related redemption notice; or (4) upon the occurrence of specified corporate events. On or after December 1, 2024, until the close of business on the business day immediately preceding the maturity date, holders of the Convertible Notes may convert all or any portion of their Convertible Notes at any time, regardless of the foregoing circumstances. The Company may not redeem the Convertible Notes prior to March 5, 2023, and no sinking fund is provided for the Convertible Notes. On or after March 5, 2023, the Company may redeem for cash all or any portion of the Convertible Notes, at its option, if the last reported sale price of the common stock has been at least 130% 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 the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. Upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes) prior to the maturity date, subject to certain conditions, holders may require the Company to repurchase all or a portion of the Convertible Notes in increments of $1,000 for cash at a price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Convertible Notes do not contain any financial or operating covenants or any restrictions on the issuance of other indebtedness or the issuance or repurchase of securities by the Company. The Convertible Notes indenture contains customary events of default, including that upon certain events of default, 100% of the principal and accrued and unpaid interest on the Convertible Notes will automatically become due and payable. As the Company has the ability to settle the Convertible Notes in cash, common stock or a combination thereof, the Company separately accounted for the embedded conversion feature of the Convertible Notes by allocating proceeds between a liability and an equity component. The initial amount of the liability component of $169.5 million was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The borrowing rate was determined to be 9.35% based on the market rates for nonconvertible debt instruments issued by other companies with publicly available credit ratings considered to be comparable to the Company. The residual between the proceeds from the issuance of $230.0 million and the fair value of the liability component of $169.5 million is allocated to the equity component (residual method), which was recorded at $60.5 million and recognized as a debt discount. The Company incurred approximately $7.4 million of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees directly associated with the issuance. The issuance costs were allocated to the liability and equity component proportionately based on the allocation of total proceeds. The equity component, net of issuance costs of $1.9 million, was recorded in additional paid-in capital in the Company’s condensed consolidated balance sheets and will not be remeasured as long as it continues to meet the conditions for equity classification. The liability component, net of issuance costs of $5.5 million, was recorded as long-term debt, net in the Company’s condensed consolidated balance sheets. The debt discount and debt issuance costs allocated to the liability component will be amortized to interest expense using the effective interest method over five years, the term of the Convertible Notes. While the Convertible Notes are classified on the Company’s condensed consolidated balance sheet at September 30, 2020 as long-term, the resulting balance sheet classification of this liability will be monitored at each quarterly reporting date and will be analyzed dependent upon whether the Convertible Notes are convertible or subject to an event triggering potential redemption during the prescribed measurement periods. In the event that the holders of the Convertible Notes have the election to convert the Convertible Notes or the Convertible Notes become redeemable at any time during the prescribed measurement period, the Convertible Notes would then be considered a current obligation and classified as such. While for GAAP purposes, the Convertible Notes are allocated between the liability component and the equity component, for U.S. tax purposes there is no allocation, and a deferred tax liability is recognized related to such difference. The Company adopted “ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” effective January 1, 2020 and, as a result, was able to determine the effect of income or loss from continuing operations using a computation that does not consider the tax effects of items that are not included in continuing operations, including the deferred tax liability associated with the Company’s convertible notes. As such, for the three and nine month periods ended September 30, 2020, the Company did not record a tax expense or benefit in its net loss from operations related to deferred tax assets and liabilities associated with its Convertible Notes. All future principal payments related to the Convertible Notes are due in March 2025. The outstanding balances of the Company’s Convertible Notes and previously outstanding term loan consisted of the following (in thousands): September 30, 2020 December 31, 2019 Outstanding principal of Convertible Note $ 230,000 $ — Borrowings under term loan agreement — 80,000 Paid-in-kind interest on term loan agreement — 2,593 Less: unamortized debt discounts and issuance costs (60,036) (2,642) Long-term debt, net $ 169,964 $ 79,951 Fair value of outstanding Convertible Notes $ 279,917 Amount by which the Convertible Notes if-converted value exceeds their principal amount $ — Net carrying amount of equity component of Convertible Notes $ 58,543 The following table sets forth total interest expense recognized related to the Convertible Notes (in thousands): September 30, 2020 Three Months Ended Nine Months Ended Contractual interest expense $ 1,493 $ 3,388 Amortization of debt discount and issuance costs 2,655 5,910 Total interest expense $ 4,148 $ 9,298 Term Loan Agreement In October 2018, the Company entered into an amended and restated term loan agreement with Capital Royalty Group (the “2018 Term Loan”), under which it could borrow up to $100.0 million, which was due and payable in September 2024. The 2018 Term Loan accrued interest at a rate of 10.5%, payable quarterly, of which 3.0% could be deferred, at the Company’s election, during the six-year term and repaid at maturity together with the principal. The Company paid an upfront fee of 0.5% of the aggregate principal amount of the initial borrowing under the 2018 Term Loan, and was required to pay a facility fee equal to 2.0% of the total amount borrowed including any deferred interest at the time the principal is repaid. The Company borrowed a total of $80.0 million under the 2018 Term Loan and obligations were collateralized by substantially all of the Company’s assets. In connection with entry into the 2018 Term Loan, warrants to purchase an aggregate of 341,578 shares of common stock with an exercise price per share of $21.12 were issued to the lenders. In June 2019, in connection with the borrowing of an additional $20.0 million principal amount, warrants to purchase an aggregate of 128,932 shares of common stock with an exercise price per share of $34.20 were issued to the lenders. In March 2020, the Company terminated the 2018 Term Loan agreement. The Company used $88.6 million of the proceeds from the Convertible Notes to repay in full all outstanding principle, interest and fees associated with termination of the loan. For the three and nine month periods ended September 30, 2020, the Company incurred interest expense of $4.2 million and $11.2 million, respectively, related to the 2018 Term Loan and the Convertible Notes. For the three and nine month period ended September 30, 2019, the Company incurred interest expense of $2.4 million and $6.1 million, respectively, associated with the 2018 Term Loan. The terminations of the previous debt facilities were accounted for as debt extinguishment and the Company recorded a charge of $6.6 million associated with the elimination of previously deferred financing costs, and for fees and penalties incurred upon termination of the facilities and other costs. These costs have been included as a Loss on extinguishment of debt and termination of revolving loan facility in the Company’s condensed consolidated statements of operations. 2018 Revolving Loan Facility In January 2018, the Company entered into a $15.0 million secured revolving loan facility, with availability subject to a borrowing base consisting of eligible accounts receivable. In November 2018, the Company entered into an amended and restated loan and security agreement to increase the borrowing capacity under the facility to $20.0 million, amend the borrowing base to include finished goods inventory, and extend the final maturity under the facility to November 2021. In March 2020, the Company terminated the revolving loan facility and paid termination fees of $0.5 million. There were no amounts outstanding under the revolving loan facility at the time of termination. These costs have been included as a Loss on extinguishment of debt and termination of revolving loan facility in the Company’s condensed consolidated statements of operations. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements reflect the accounts of the Company and its wholly-owned subsidiaries. The unaudited condensed consolidated balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all information and disclosures required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for annual financial statements. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and U.S. GAAP for unaudited condensed consolidated financial information. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s financial position and results of its operations as of and for the periods presented. Unless indicated otherwise, all amounts presented in financial tables are presented in thousands, except for per share and par value amounts. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, certain estimates are becoming more challenging, and actual results could differ materially from those estimates. The results of the Company’s operations for the three and nine month periods ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year or for any other period. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration expected to be received in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. Performance obligations are considered satisfied once the Company has transferred control of a product or service to the customer, meaning the customer has the ability to use and obtain the benefit of the product or service. The Company recognizes revenue for satisfied performance obligations only when there are no uncertainties regarding payment terms or transfer of control. The Company generates the majority of its revenue from sales of its proprietary nCounter Analysis System and GeoMx DSP System, and related consumables. Services consist of instrument service contracts and service fees for assay processing. |
Convertible Senior Notes | Convertible Senior Notes In accordance with accounting guidance for debt with conversion and other options, the Company separately accounted for the liability and equity components of the 2.625% Convertible Senior Notes due 2025 (“Convertible Notes”) by allocating the proceeds between the liability component and the embedded conversion feature, or the equity component, due to the Company’s ability to settle the Convertible Notes in cash, common stock or a combination of cash and common stock, at its option. The Company’s current intent is to settle the principal amount of the Convertible Notes in cash upon conversion, with any remaining conversion value being delivered in shares of its common stock. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The allocation was performed in a manner that reflected the Company’s non-convertible debt borrowing rate for similar debt. The equity component of the Convertible Notes was recognized as a debt discount and represents the difference between the proceeds from the issuance of the Convertible Notes and the fair value of the liability of the Convertible Notes on their respective dates of issuance. The excess of the principal amount of the liability component over its carrying amount is the debt discount and is amortized to interest expense using the effective interest method over five years. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In connection with the issuance of the Convertible Notes, the Company also incurred certain financing costs associated directly with the issuance of the Convertible Notes. These issuance costs will be deferred, and a portion of the deferred issuance costs have been deemed attributable to the equity component and have been allocated to additional paid-in capital. The remaining deferred issuance costs will also be amortized to interest expense over five years using the effective interest method. |
Leases | Leases The Company determines if an arrangement is a lease at inception of a contract. The Company’s leasing portfolio is comprised of operating leases primarily for general office, manufacturing, and research and development purposes. Operating lease liabilities and the corresponding right-of-use assets are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The operating lease right-of-use asset is reduced by lease incentives included in the agreement. As the existing leases do not contain an implicit interest rate, the Company estimates its incremental borrowing rate based on information available at commencement date in determining the present value of future payments. The Company includes options to extend the lease in the lease liability and right-of-use asset when it is reasonably certain that the option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For our short-term leases, we recognize lease payments as an expense on a straight-line basis over the lease term. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued “ASU 2016-13, Financial Instruments: Credit Losses.” The standard requires disclosure regarding expected credit losses on financial instruments at each reporting date, and changes how other than temporary impairments on investment securities are recorded. The Company adopted the ASU on January 1, 2020 using the modified retrospective transition approach and the adoption did not have a material impact on its condensed consolidated results of operations, financial condition, cash flows and financial statement disclosures for the three or nine month periods ended September 30, 2020. In August 2018, the FASB issued “ASU 2018-15, Intangibles — Goodwill and other — Internal-use software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted the standard, on a prospective basis, on January 1, 2020. Historically, the Company has had a practice of expensing the implementation costs related to cloud computing arrangements. Upon adoption of the standard, the Company may capitalize certain implementation costs for new cloud computing arrangements in other assets, and amortize the costs over the related service contract period for the hosted arrangement. The amortization of the implementation costs and the related service contract costs will be presented in its results of operations. The adoption did not have a material impact to the condensed consolidated results of operations, financial condition, cash flows, and financial statement disclosures for the three or nine month periods ended September 30, 2020. In November 2018, the FASB issued “ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606.” The new guidance clarifies when certain transactions between collaborative arrangement participants which should be accounted for as revenue under Topic 606. The Company adopted the standard on January 1, 2020. The Company has assessed its collaborative arrangements and concluded no adjustment is necessary, based on guidance in the standard. In December 2019, the FASB issued “ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The new guidance simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company adopted this ASU effective January 1, 2020 and, as a result, was able to determine the effect of income or loss from continuing operations using a computation that does not consider the tax effects of items that are not included in continuing operations. As such, for the three and nine month periods ended September 30, 2020, the Company did not record a tax expense or benefit in its net loss from operations related to deferred tax assets and liabilities associated with its Convertible Notes. See to Note 9. Long-term Debt, Net for additional information. Recent Accounting Pronouncements |
Net Loss Per Share | Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. Outstanding stock options, restricted stock units, and warrants have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. Accordingly, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same. |
Fair Value Measurements | The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to measure fair value. The three levels of the fair value hierarchy are as follows: • Level 1 — Quoted prices in active markets for identical assets and liabilities. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. • Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The recorded amounts of certain financial instruments, including cash, accounts receivable, prepaid expenses and other, accounts payable and accrued liabilities, approximate fair value due to their relatively short-term maturities. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue by major product line and primary geographic market (in thousands): Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Americas Europe and Middle East Asia Pacific Total Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 7,315 $ 4,145 $ 1,418 $ 12,878 $ 20,973 $ 8,408 $ 3,131 $ 32,512 Consumables 9,838 3,058 754 13,650 23,585 7,966 1,968 33,519 Total product revenue 17,153 7,203 2,172 26,528 44,558 16,374 5,099 66,031 Service revenue 2,368 874 320 3,562 6,328 2,625 746 9,699 Total product and service revenue 19,521 8,077 2,492 30,090 50,886 18,999 5,845 75,730 Collaboration revenue 1,755 — — 1,755 5,324 — — 5,324 Total revenues $ 21,276 $ 8,077 $ 2,492 $ 31,845 $ 56,210 $ 18,999 $ 5,845 $ 81,054 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Americas Europe and Middle East Asia Pacific Total Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 5,823 $ 1,577 $ 637 $ 8,037 $ 11,609 $ 4,066 $ 1,620 $ 17,295 Consumables 9,648 4,710 895 15,253 27,093 14,434 2,574 44,101 Total product revenue 15,471 6,287 1,532 23,290 38,702 18,500 4,194 61,396 Service revenue 2,004 841 214 3,059 5,965 2,136 572 8,673 Total product and service revenue 17,475 7,128 1,746 26,349 44,667 20,636 4,766 70,069 Collaboration revenue 4,255 — — 4,255 18,568 — — 18,568 Total revenues $ 21,730 $ 7,128 $ 1,746 $ 30,604 $ 63,235 $ 20,636 $ 4,766 $ 88,637 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Shares Underlying Outstanding Options and Warrants were Excluded from Computation of Basic and Diluted Net Loss Per Share | The following shares underlying outstanding options, restricted stock units, and warrants were excluded from the computation of basic and diluted net loss per share for the periods presented (in thousands): Three Months Ended Nine Months Ended September 30, 2020 2020 2019 2020 2019 Options to purchase common stock 3,196 4,448 3,546 4,682 Restricted stock units 1,624 1,864 1,552 1,675 Common stock warrants 479 1,231 518 1,052 Stock appreciation rights 14 — 9 — |
Short-term Investments (Tables)
Short-term Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments Available-for-Sale Securities | Short-term investments consisted of available-for-sale and equity securities as follows (in thousands): Type of securities as of September 30, 2020 Amortized Gross Gross Fair value Corporate debt securities $ 42,865 $ 180 $ — $ 43,045 U.S. government-related debt securities 15,001 51 — 15,052 Asset-backed securities 1,463 14 — 1,477 Total available-for-sale debt securities $ 59,329 $ 245 $ — $ 59,574 Type of securities as of December 31, 2019 Amortized Gross Gross Fair value Corporate debt securities $ 78,243 $ 89 $ (2) $ 78,330 U.S. government-related debt securities 26,966 37 — 27,003 Asset-backed securities 11,950 21 — 11,971 Total available-for-sale debt securities $ 117,159 $ 147 $ (2) $ 117,304 Corporate equity securities 9,893 625 — 10,518 Total short-term investment securities $ 127,052 $ 772 $ (2) $ 127,822 |
Fair Values of Available-for-Sale Securities by Contractual Maturity | The fair values of available-for-sale debt securities by contractual maturity were as follows (in thousands): September 30, 2020 December 31, 2019 Maturing in one year or less $ 59,574 $ 101,751 Maturing in one to three years — 15,553 Total available-for-sale debt securities $ 59,574 $ 117,304 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Company's Available-for-Sale Securities by Level within Fair Value Hierarchy | The Company’s investments by level within the fair value hierarchy were as follows (in thousands): As of September 30, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 161,866 $ — $ — $ 161,866 Short-term investments: Corporate debt securities — 43,045 — 43,045 U.S. government-related debt securities — 15,052 — 15,052 Asset-backed securities — 1,477 — 1,477 Total $ 161,866 $ 59,574 $ — $ 221,440 As of December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 22,152 $ — $ — $ 22,152 Short-term investments: Corporate debt securities — 78,330 — 78,330 U.S. government-related debt securities — 27,003 — 27,003 Asset-backed securities — 11,971 — 11,971 Corporate equity securities 10,518 — — 10,518 Total $ 32,670 $ 117,304 $ — $ 149,974 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory, net of related allowances, consisted of the following as of the date indicated (in thousands): September 30, 2020 December 31, 2019 Raw materials $ 5,622 $ 4,620 Work in process 5,986 4,617 Finished goods 14,551 10,544 Total inventory, net $ 26,159 $ 19,781 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Components of Borrowings, Including Current Portion | The outstanding balances of the Company’s Convertible Notes and previously outstanding term loan consisted of the following (in thousands): September 30, 2020 December 31, 2019 Outstanding principal of Convertible Note $ 230,000 $ — Borrowings under term loan agreement — 80,000 Paid-in-kind interest on term loan agreement — 2,593 Less: unamortized debt discounts and issuance costs (60,036) (2,642) Long-term debt, net $ 169,964 $ 79,951 Fair value of outstanding Convertible Notes $ 279,917 Amount by which the Convertible Notes if-converted value exceeds their principal amount $ — Net carrying amount of equity component of Convertible Notes $ 58,543 |
Schedule of Interest Expense | The following table sets forth total interest expense recognized related to the Convertible Notes (in thousands): September 30, 2020 Three Months Ended Nine Months Ended Contractual interest expense $ 1,493 $ 3,388 Amortization of debt discount and issuance costs 2,655 5,910 Total interest expense $ 4,148 $ 9,298 |
Description of Business - Addit
Description of Business - Additional Information (Details) $ in Millions | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2020USD ($)shares | Sep. 30, 2020USD ($)platform | Mar. 31, 2020USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of platforms | platform | 2 | ||
IPO | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares sold in offering | shares | 5,750,000 | ||
Total gross proceeds from stock offering | $ 230 | ||
Aggregate net proceeds from stock offering | $ 215.8 | ||
Over-Allotment Option | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares sold in offering | shares | 750,000 | ||
Term Loan Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Repayments of debt | $ 88.6 | ||
Senior Notes | Convertible Notes | |||
Subsidiary, Sale of Stock [Line Items] | |||
Debt instrument face amount | $ 230 | ||
Debt instrument stated rate | 2.625% | 2.625% | |
Proceeds from issuance of debt | $ 222.6 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2020 | |
Significant Accounting Policies [Line Items] | ||
Amortization period of deferred issuance costs | 5 years | |
Senior Notes | Convertible Notes | ||
Significant Accounting Policies [Line Items] | ||
Debt instrument stated rate | 2.625% | 2.625% |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Narrative (Details) | 9 Months Ended | ||
Sep. 30, 2020USD ($)sales_force | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Number Of Sales Forces | sales_force | 1 | ||
Contract liabilities | $ (6,700,000) | $ (5,000,000) | |
Customer deposits | 1,477,000 | $ 6,389,000 | |
Performance obligation satisfied in previous period | 11,000,000 | ||
Cash payments received form customers | 7,800,000 | ||
Contract assets | 0 | ||
Remaining performance obligation | 500,000 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | Accounting Standards Update 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Contract liabilities | 3,200,000 | ||
UNITED STATES | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenues | 54,300,000 | $ 61,700,000 | |
Total Products And Services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Remaining performance obligation | $ 7,700,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | $ 31,845 | $ 30,604 | $ 81,054 | $ 88,637 |
Instruments | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 12,878 | 8,037 | 32,512 | 17,295 |
Consumables | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 13,650 | 15,253 | 33,519 | 44,101 |
Total product revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 26,528 | 23,290 | 66,031 | 61,396 |
Service revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 3,562 | 3,059 | 9,699 | 8,673 |
Total product and service revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 30,090 | 26,349 | 75,730 | 70,069 |
Collaboration revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 1,755 | 4,255 | 5,324 | 18,568 |
Americas | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 21,276 | 21,730 | 56,210 | 63,235 |
Americas | Instruments | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 7,315 | 5,823 | 20,973 | 11,609 |
Americas | Consumables | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 9,838 | 9,648 | 23,585 | 27,093 |
Americas | Total product revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 17,153 | 15,471 | 44,558 | 38,702 |
Americas | Service revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 2,368 | 2,004 | 6,328 | 5,965 |
Americas | Total product and service revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 19,521 | 17,475 | 50,886 | 44,667 |
Americas | Collaboration revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 1,755 | 4,255 | 5,324 | 18,568 |
Europe and Middle East | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 8,077 | 7,128 | 18,999 | 20,636 |
Europe and Middle East | Instruments | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 4,145 | 1,577 | 8,408 | 4,066 |
Europe and Middle East | Consumables | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 3,058 | 4,710 | 7,966 | 14,434 |
Europe and Middle East | Total product revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 7,203 | 6,287 | 16,374 | 18,500 |
Europe and Middle East | Service revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 874 | 841 | 2,625 | 2,136 |
Europe and Middle East | Total product and service revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 8,077 | 7,128 | 18,999 | 20,636 |
Europe and Middle East | Collaboration revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Asia Pacific | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 2,492 | 1,746 | 5,845 | 4,766 |
Asia Pacific | Instruments | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 1,418 | 637 | 3,131 | 1,620 |
Asia Pacific | Consumables | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 754 | 895 | 1,968 | 2,574 |
Asia Pacific | Total product revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 2,172 | 1,532 | 5,099 | 4,194 |
Asia Pacific | Service revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 320 | 214 | 746 | 572 |
Asia Pacific | Total product and service revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 2,492 | 1,746 | 5,845 | 4,766 |
Asia Pacific | Collaboration revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Shares Underlying Outstanding Options and Warrants were Excluded from Computation of Basic and Diluted Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 3,196 | 4,448 | 3,546 | 4,682 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 1,624 | 1,864 | 1,552 | 1,675 |
Common stock warrants | Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 479 | 1,231 | 518 | 1,052 |
Stock appreciation rights | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 14 | 0 | 9 | 0 |
Concentration of Risks - Additi
Concentration of Risks - Additional Information (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 0.00% | |||
Revenue, Product and Service Benchmark [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 0.00% | 0.00% | ||
Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 0.00% | 0.00% | ||
Lam Research Corporation | Total revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 15.00% | 15.00% |
Short-term Investments - Availa
Short-term Investments - Available-for-Sale Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | |||
Amortized cost | $ 59,329 | $ 117,159 | |
Gross unrealized gains | 245 | 147 | |
Gross unrealized losses | 0 | (2) | |
Fair value | 59,574 | 117,304 | |
Debt securities and equity securities, amortized cost | 127,052 | ||
Debt securities and equity securities, unrealized gains | 772 | ||
Debt securities and equity securities, unrealized losses | (2) | ||
Short-term investments | 59,574 | 127,822 | |
Corporate debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized cost | 42,865 | 78,243 | |
Gross unrealized gains | 180 | 89 | |
Gross unrealized losses | 0 | (2) | |
Fair value | 43,045 | 78,330 | |
U.S. government-related debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized cost | 15,001 | 26,966 | |
Gross unrealized gains | 51 | 37 | |
Gross unrealized losses | 0 | 0 | |
Fair value | 15,052 | 27,003 | |
Asset-backed Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized cost | 1,463 | 11,950 | |
Gross unrealized gains | 14 | 21 | |
Gross unrealized losses | 0 | 0 | |
Fair value | $ 1,477 | 11,971 | |
Corporate Equity Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Equity securities, Amortized cost | 9,893 | ||
Equity securities, unrealized gain | $ 625 | ||
Equity securities, unrealized loss | $ 0 | ||
Equity securities, fair value | $ 10,518 |
Short-term Investments - Fair V
Short-term Investments - Fair Values of Available-for-Sale Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Investments, Debt and Equity Securities [Abstract] | ||
Maturing in one year or less | $ 59,574 | $ 101,751 |
Maturing in one to three years | 0 | 15,553 |
Total available-for-sale debt securities | $ 59,574 | $ 117,304 |
Fair Value Measurements - Compa
Fair Value Measurements - Company's Available-for-Sale Securities by Level within Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | $ 127,822 | ||
Total | $ 221,440 | 149,974 | |
Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 43,045 | 78,330 | |
U.S. government-related debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 15,052 | 27,003 | |
Asset-backed Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial Instruments, Owned, Mortgages, Mortgage-backed and Asset-backed Securities, at Fair Value | 1,477 | 11,971 | |
Corporate Equity Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial Instruments, Owned, Mortgages, Mortgage-backed and Asset-backed Securities, at Fair Value | 10,518 | ||
Money market fund | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 161,866 | 22,152 | |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 161,866 | 32,670 | |
Level 1 | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 0 | 0 | |
Level 1 | U.S. government-related debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 0 | 0 | |
Level 1 | Asset-backed Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial Instruments, Owned, Mortgages, Mortgage-backed and Asset-backed Securities, at Fair Value | 0 | 0 | |
Level 1 | Corporate Equity Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial Instruments, Owned, Mortgages, Mortgage-backed and Asset-backed Securities, at Fair Value | 10,518 | ||
Level 1 | Money market fund | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 161,866 | 22,152 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 59,574 | 117,304 | |
Level 2 | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 43,045 | 78,330 | |
Level 2 | U.S. government-related debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 15,052 | 27,003 | |
Level 2 | Asset-backed Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial Instruments, Owned, Mortgages, Mortgage-backed and Asset-backed Securities, at Fair Value | 1,477 | 11,971 | |
Level 2 | Corporate Equity Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial Instruments, Owned, Mortgages, Mortgage-backed and Asset-backed Securities, at Fair Value | 0 | ||
Level 2 | Money market fund | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 0 | 0 | |
Level 3 | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 0 | 0 | |
Level 3 | U.S. government-related debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 0 | 0 | |
Level 3 | Asset-backed Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial Instruments, Owned, Mortgages, Mortgage-backed and Asset-backed Securities, at Fair Value | 0 | 0 | |
Level 3 | Corporate Equity Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial Instruments, Owned, Mortgages, Mortgage-backed and Asset-backed Securities, at Fair Value | 0 | ||
Level 3 | Money market fund | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | $ 0 | |
Convertible Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt fair value | $ 279,917 | ||
Senior Notes | Convertible Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument face amount | $ 230,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,622 | $ 4,620 |
Work in process | 5,986 | 4,617 |
Finished goods | 14,551 | 10,544 |
Inventory, net | $ 26,159 | $ 19,781 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)day$ / shares | Sep. 30, 2019USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Nov. 30, 2018USD ($) | Jan. 31, 2018USD ($) | |
Line of Credit Facility [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Convertible Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Convertible debt fair value | $ 169,500,000 | $ 169,500,000 | |||||||
Interest rate of debt | 9.35% | ||||||||
Unamortized discount | 60,500,000 | $ 60,500,000 | |||||||
Debt issuance costs | 7,400,000 | 7,400,000 | |||||||
Debt issuance cost, equity component | 1,900,000 | 1,900,000 | |||||||
Debt issuance cost, liability component | 5,500,000 | $ 5,500,000 | |||||||
Debt term | 5 years | ||||||||
Term Loan Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Repayments of debt | $ 88,600,000 | ||||||||
Credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||||
Upfront fee of principal amount | 0.50% | ||||||||
Proceeds from line of credit | 80,000,000 | ||||||||
Warrants issued with debt | shares | 341,578 | 128,932 | |||||||
Exercise price | $ / shares | $ 21.12 | $ 34.20 | |||||||
Interest expense | 4,200,000 | $ 2,400,000 | 11,200,000 | $ 6,100,000 | |||||
Write off of costs | 6,600,000 | ||||||||
CRG Servicing LLC Amended And Restated Loan Agreement [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Percentage of accrue interest | 10.50% | ||||||||
Percentage of deferred payment | 3.00% | ||||||||
Commitment fee percentage | 2.00% | ||||||||
Secured Revolving Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Termination fee | 500,000 | 500,000 | |||||||
Revolving Credit Facility | Secured Revolving Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility, maximum borrowing capacity | $ 20,000,000 | $ 15,000,000 | |||||||
Long-term Line of Credit | $ 0 | $ 0 | |||||||
Debt Instrument, Redemption, Period One [Member] | Term Loan Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Current borrowing capacity | $ 20,000,000 | ||||||||
Senior Notes | Convertible Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument face amount | $ 230,000,000 | ||||||||
Debt instrument stated rate | 2.625% | 2.625% | 2.625% | ||||||
Proceeds from issuance of debt | $ 222,600,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Conversion ratio | 0.0209161 | ||||||||
Conversion price | $ / shares | $ 47.81 | $ 47.81 | |||||||
Threshold consecutive trading days | day | 30 | ||||||||
Redemption price percentage | 100.00% | ||||||||
Triggering Event 1 | Senior Notes | Convertible Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | day | 30 | ||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||
Triggering Event 2 | Senior Notes | Convertible Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Threshold trading days | day | 5 | ||||||||
Threshold consecutive trading days | day | 5 | ||||||||
Threshold percentage of stock price trigger | 98.00% |
Long-term Debt - Components of
Long-term Debt - Components of Borrowings, Including Current Portion (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Unamortized debt discounts | $ (60,036) | $ (2,642) | |
Long-term debt, net of discounts | 169,964 | 79,951 | |
Net carrying amount of equity component of Convertible Notes | $ 58,543 | ||
Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Borrowings under term loan agreement | 0 | 80,000 | |
Paid-in-kind interest on term loan agreement | 2,593 | 0 | |
Convertible Notes | |||
Debt Instrument [Line Items] | |||
Outstanding Principal Of Convertible Debt | 230,000 | $ 0 | |
Debt fair value | 279,917 | ||
Debt Instrument, Convertible, If-converted Value in Excess of Principal | 0 | ||
Net carrying amount of equity component of Convertible Notes | $ 58,543 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 1,493 | $ 3,388 | ||
Amortization of debt discount and issuance costs | 2,655 | 5,910 | ||
Total interest expense | 4,148 | 9,298 | ||
Term Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 4,200 | $ 2,400 | $ 11,200 | $ 6,100 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2020shares | Aug. 31, 2017USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue | $ 31,845 | $ 30,604 | $ 81,054 | $ 88,637 | ||
Collaborative Arrangement | Lam Research Corporation | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue | 1,400 | $ 4,000 | 4,300 | $ 13,200 | ||
Maximum amount of royalties payable (ratio) | 3 | |||||
Customer deposits | $ 500 | $ 500 | ||||
Number of warrants exercised | shares | 1,000,000 | |||||
Collaborative Arrangement | Lam Research Corporation | Maximum | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue | $ 50,000 | |||||
Number of warrants, outstanding | shares | 407,247 |