Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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, $0.0001 par value per share | |
Trading Symbol | NSTG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,210,139 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001401708 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 396,502 | $ 411,848 |
Short-term investments | 13,416 | |
Short-term investments | 28,883 | |
Accounts receivable, net | 33,183 | 31,100 |
Inventory, net | 24,434 | 22,959 |
Prepaid expenses and other | 6,910 | 4,190 |
Total current assets | 474,445 | 498,980 |
Property and equipment, net | 21,730 | 20,828 |
Operating lease right-of-use assets | 20,703 | 21,492 |
Other assets | 3,680 | 2,895 |
Total assets | 520,558 | 544,195 |
Current liabilities: | ||
Accounts payable | 5,811 | 5,313 |
Accrued liabilities | 3,913 | 4,970 |
Accrued compensation and other employee benefits | 11,476 | 15,262 |
Customer deposits | 1,332 | 1,631 |
Deferred revenue, current portion | 6,714 | 5,610 |
Operating lease liabilities, current portion | 4,393 | 4,313 |
Total current liabilities | 33,639 | 37,099 |
Deferred revenue, net of current portion | 1,984 | 1,843 |
Long-term debt, net | 224,070 | 172,703 |
Operating lease liabilities, net of current portion | 24,473 | 25,602 |
Total liabilities | 284,166 | 237,247 |
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; 45,205 and 44,441 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 5 | 4 |
Additional paid-in capital | 798,589 | 848,891 |
Accumulated other comprehensive income | 9 | 83 |
Accumulated deficit | (562,211) | (542,030) |
Total stockholders’ equity | 236,392 | 306,948 |
Total liabilities and stockholders’ equity | $ 520,558 | $ 544,195 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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) | 45,205,000 | 44,441,000 |
Common stock, shares outstanding (in shares) | 45,205,000 | 44,441,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Revenue | $ 31,617 | $ 26,605 |
Costs and expenses: | ||
Cost of product and service revenue | 15,623 | 11,017 |
Research and development | 15,063 | 17,502 |
Selling, general and administrative | 26,799 | 25,721 |
Total costs and expenses | 57,485 | 54,240 |
Loss from operations | (25,868) | (27,635) |
Other income (expense): | ||
Interest income | 118 | 704 |
Interest expense | (1,870) | (2,883) |
Other expense, net | (32) | (1,607) |
Loss on extinguishment of debt and termination of revolving loan facility | 0 | (7,143) |
Total other expense, net | (1,784) | (10,929) |
Net loss before provision for income tax | (27,652) | (38,564) |
Provision for income tax | (60) | (60) |
Net loss | $ (27,712) | $ (38,624) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.62) | $ (1.04) |
Weighted average shares used in computing basic and diluted net loss per share (in shares) | 44,669 | 36,999 |
Total product and service revenue | ||
Revenue: | ||
Revenue | $ 31,394 | $ 24,496 |
Collaboration revenue | ||
Revenue: | ||
Revenue | $ 223 | $ 2,109 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (27,712) | $ (38,624) |
Change in unrealized loss on available-for-sale debt securities | (74) | (61) |
Comprehensive loss | $ (27,786) | $ (38,685) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficit Statement - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Other Comprehensive Loss | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Balance at beginning (in shares) at Dec. 31, 2019 | 36,298 | |||||||
Balance at beginning at Dec. 31, 2019 | $ 104,151 | $ 4 | $ 535,954 | $ 145 | $ (431,952) | |||
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 | ||||||
Tax withholdings related to net share settlements of restricted stock units | (2,006) | (2,006) | ||||||
Stock-based compensation | 4,303 | 4,303 | ||||||
Net loss | (38,624) | (38,624) | ||||||
Other comprehensive loss | (61) | (61) | ||||||
Balance at end (in shares) at Mar. 31, 2020 | 37,703 | |||||||
Balance at end at Mar. 31, 2020 | 135,134 | $ 4 | 605,622 | 84 | (470,576) | |||
Balance at beginning (in shares) at Dec. 31, 2020 | 44,441 | |||||||
Balance at beginning at Dec. 31, 2020 | 306,948 | $ (51,012) | $ 4 | 848,891 | $ (58,543) | 83 | (542,030) | $ 7,531 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued for stock options and restricted stock units (in shares) | 726 | |||||||
Common stock issued for stock options and restricted stock units | 2,250 | $ 1 | 2,249 | |||||
Common stock issued for employee stock purchase plan (in shares) | 38 | |||||||
Common stock issued for employee stock purchase plan | 1,192 | 1,192 | ||||||
Tax withholdings related to net share settlements of restricted stock units | (2,585) | (2,585) | ||||||
Stock-based compensation | 7,385 | 7,385 | ||||||
Net loss | (27,712) | (27,712) | ||||||
Other comprehensive loss | (74) | (74) | ||||||
Balance at end (in shares) at Mar. 31, 2021 | 45,205 | |||||||
Balance at end at Mar. 31, 2021 | $ 236,392 | $ 5 | $ 798,589 | $ 9 | $ (562,211) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net loss | $ (27,712) | $ (38,624) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 7,416 | 4,303 |
Depreciation and amortization | 1,441 | 1,213 |
Payment of accrued interest on long-term debt | 0 | (2,593) |
Loss on extinguishment of long-term debt | 0 | 7,143 |
Amortization of debt discount and deferred financing costs | 355 | 819 |
Loss on equity securities | 0 | (1,360) |
Amortization (accretion) of discount or premium on short-term investments | 31 | (141) |
Non-cash operating lease expense | 838 | 775 |
Provision for inventory obsolescence and bad debts | 951 | 14 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,462) | 5,926 |
Inventory | (2,159) | (2,712) |
Prepaid expenses and other assets | (3,559) | 3,318 |
Accounts payable | 943 | (260) |
Accrued liabilities | (1,060) | (426) |
Accrued compensation and other employee benefits | (3,774) | (5,821) |
Customer deposits | (299) | (2,305) |
Deferred revenue | 1,244 | 1,115 |
Operating lease liabilities | (1,050) | (887) |
Net cash used in operating activities | (28,856) | (27,783) |
Investing activities | ||
Purchases of property and equipment | (2,672) | (3,939) |
Proceeds from sale of short-term investments | 0 | 4,000 |
Proceeds from maturity of short-term investments | 15,362 | 48,584 |
Purchases of short-term investments | 0 | (38,804) |
Net cash provided by investing activities | 12,690 | 9,841 |
Financing activities | ||
Proceeds from issuance of 2025 convertible senior notes and borrowings under long-term debt agreement | 0 | 230,000 |
Fees paid for issuance of 2025 convertible senior notes and long-term debt borrowings | 0 | (7,403) |
Repayment of long-term debt | 0 | (80,000) |
Fees paid upon extinguishment of debt | 0 | (4,845) |
Proceeds from issuance of common stock warrants | 0 | 737 |
Tax withholdings related to net share settlements of restricted stock units | (2,585) | (2,006) |
Proceeds from issuance of common stock for employee stock purchase plan | 1,192 | 1,122 |
Proceeds from exercise of stock options | 2,249 | 6,969 |
Net cash provided by financing activities | 856 | 144,574 |
Net increase (decrease) in cash and cash equivalents | (15,310) | 126,632 |
Effect of exchange rate changes on cash and cash equivalents | 146 | (73) |
Cash and cash equivalents | ||
Beginning of period | 411,666 | 29,033 |
End of period | $ 396,502 | $ 155,592 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of the BusinessNanoString 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. |
Concentration of Risks
Concentration of Risks | 3 Months Ended |
Mar. 31, 2021 | |
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 months ended March 31, 2021 and 2020, the Company had no customers that individually represented more than 10% of total revenue. The Company had no customers that represented more than 10% of total accounts receivable as of March 31, 2021 or December 31, 2020. 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 | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 Amortized Gross Gross Fair value Corporate debt securities $ 11,946 $ 6 $ — $ 11,952 Asset-backed securities 1,461 3 — 1,464 Total available-for-sale debt securities $ 13,407 $ 9 $ — $ 13,416 Type of securities as of December 31, 2020 Amortized Gross Gross Fair value Corporate debt securities $ 22,338 $ 71 $ — $ 22,409 U.S. government-related debt securities 5,000 3 — 5,003 Asset-backed securities 1,462 9 — 1,471 Total available-for-sale debt securities $ 28,800 $ 83 $ — $ 28,883 The fair values of available-for-sale debt securities by contractual maturity were as follows (in thousands): March 31, 2021 December 31, 2020 Maturing in one year or less $ 13,416 $ 28,883 Total available-for-sale debt securities $ 13,416 $ 28,883 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. On May 6, 2021, 10x Genomics, Inc. and Prognosys Biosciences, Inc. (“Prognosys”) filed a complaint against the Company in the U.S. District Court for the District of Delaware. The complaint alleges that certain of the Company’s products, services and components, including those sold by the Company for use in connection with its GeoMx DSP system (the “Identified Products”), infringe five patents owned by Prognosys: (a) U.S. Patent No. 10,472,669,“Spatially encoded biological assays”, (b) U.S. Patent No. 10,662,467,“Spatially encoded biological assays”, (c) U.S. Patent No. 10,961,566,“Spatially encoded biological assays”, (d) U.S. Patent No. 10,983,133,“Spatially encoded biological assays”, and (e) U.S. Patent No. 10,966,219,“Spatially encoded biological assays” (the “Asserted Patents”). The complaint seeks, among other relief, injunctive relief and unspecified damages (including treble damages and attorneys' fees) in relation to the Company’s making, using, selling, offering to sell, exporting and/or importing in the United States the Identified Products, as well as the alleged infringement by others of the Asserted Patents through their use of the Identified Products. The Company has evaluated the plaintiffs’ claims and does not believe that its activities infringe any patent rights held by the plaintiffs. The Company intends to vigorously defend itself and is preparing its answer to the complaint. The Company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this case. The Company is involved in other legal proceedings from time to time arising in the normal 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 the outcome of these proceedings will not have a material impact on the Company’s financial condition, results of operations, or liquidity. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 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, 2020. 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 month period ended March 31, 2021 is 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 generally recognizes revenue based on the timing and amount of development activities or the achievement of certain milestones. 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. Convertible Senior Notes Prior to January 1, 2021, in accordance with the prior accounting guidance for debt with conversion and other options, the Company separately accounted for the liability and equity components of its 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 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 represented 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. In connection with the issuance of the Convertible Notes, the Company incurred certain financing costs associated directly with the issuance of the Convertible Notes. These issuance costs were deferred, and a portion of the deferred issuance costs were deemed attributable to the equity component and were allocated to additional paid-in capital. The Company adopted “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) effective January 1, 2021 and, as a result, is no longer allocating proceeds between a liability and an equity component. The Company presents its Convertible Notes as long-term debt, as the Company’s current intent is to settle the principal amount of the Convertible Notes in shares of its common stock upon conversion. The Company uses the if-converted method for purposes of calculating dilutive earnings per share, if the Convertible Notes are dilutive during the period. In connection with the issuance of the Convertible Notes, the Company incurred certain financing costs associated directly with the issuance of the Convertible Notes. These issuance costs were deferred and are 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. Capitalized Internal-Use Software Costs The Company capitalizes certain development costs incurred in connection with software development for hosted third-party software platforms used in operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of other long-term assets. Maintenance and training costs are expensed as incurred. Capitalized internal-use software is amortized on a straight-line basis over the term of the related hosting arrangement and is recorded within the consolidated statements of operations based on the functional use of the software. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board, or FASB, issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40).” The new guidance simplifies the number of accounting models for convertible instruments; and as a result, under the remaining available models, removes the requirement to separately account for conversion features between liability and equity components. The ASU will become effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, with |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 5,473 $ 3,634 $ 2,638 $ 11,745 Consumables 11,342 3,344 1,277 15,963 Total product revenue 16,815 6,978 3,915 27,708 Service revenue 2,682 772 232 3,686 Total product and service revenue 19,497 7,750 4,147 31,394 Collaboration revenue 223 — — 223 Total revenues $ 19,720 $ 7,750 $ 4,147 $ 31,617 Three Months Ended March 31, 2020 Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 7,081 $ 1,788 $ 965 $ 9,834 Consumables 8,372 2,535 593 11,500 Total product revenue 15,453 4,323 1,558 21,334 Service revenue 2,038 874 250 3,162 Total product and service revenue 17,491 5,197 1,808 24,496 Collaboration revenue 2,109 — — 2,109 Total revenues $ 19,600 $ 5,197 $ 1,808 $ 26,605 Total revenue in the United States was $18.8 million, and $18.9 million for the three month periods ended March 31, 2021 and 2020, respectively. The Company’s assets are primarily located in the United States and therefore are not allocated to any specific geographic region. Contract balances and remaining performance obligations Contract liabilities are comprised of the current and long-term portions of deferred revenue of $8.3 million and $7.0 million as of March 31, 2021 and December 31, 2020, respectively, and customer deposits of $1.3 million and $1.6 million as of March 31, 2021 and December 31, 2020, respectively, included within the condensed consolidated balance sheets. Total contract liabilities increased by $1.0 million as of March 31, 2021 as a result of additional deferred revenue of $4.3 million associated primarily with new or extended service contracts, partially offset by the recognition of previously deferred revenue and customer deposits of $3.3 million for the completion of certain performance obligations during the period. The Company recorded contract assets of $0.3 million as of March 31, 2021 related to revenues recognized, but not yet invoiced to customers. The Company did not record any contract assets as of December 31, 2020. The Company’s contractual payment terms for its contracts with customers approximate 45 days on average. As of March 31, 2021, unsatisfied or partially unsatisfied performance obligations related to undelivered products and service contracts were $9.6 million and are expected to be completed over the term of the related contract or as products are delivered. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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, warrants, and convertible notes 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 were excluded from the computation of basic and diluted net loss per share for the periods presented (in thousands): Three Months Ended 2021 2020 Convertible notes 4,811 — Options to purchase common stock 2,560 3,946 Restricted stock units 1,407 1,451 Common stock warrants 471 597 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
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 recorded amount of the Company’s long-term debt can be determined based on the estimated or actual bid prices of the Convertible Senior Notes in an over-the-counter market, which are classified as a Level 2 financial instrument. The Company’s investments by level within the fair value hierarchy were as follows (in thousands): As of March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 387,340 $ — $ — $ 387,340 Short-term investments: Corporate debt securities — 11,952 — 11,952 Asset-backed securities — 1,464 — 1,464 Total $ 387,340 $ 13,416 $ — $ 400,756 As of December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 400,757 $ — $ — $ 400,757 Short-term investments: Corporate debt securities — 22,409 — 22,409 U.S. government-related debt securities — 5,003 — 5,003 Asset-backed securities — 1,471 — 1,471 Total $ 400,757 $ 28,883 $ — $ 429,640 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 March 31, 2021, the fair value of the Convertible Notes was $368.2 million. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory, net of related allowances, consisted of the following as of the date indicated (in thousands): March 31, 2021 December 31, 2020 Raw materials $ 4,494 $ 4,286 Work in process 5,882 5,981 Finished goods 14,058 12,692 Total inventory, net $ 24,434 $ 22,959 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2021 | |
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 its 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 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, upon issuance, 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 was 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 of $58.5 million, net of issuance costs of $1.9 million, was initially recorded in additional paid-in capital in the Company’s condensed consolidated balance sheets. 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 were to be amortized to interest expense using the effective interest method over five years, the contractual term of the Convertible Notes, with an effective interest rate of 9.9%. The Company adopted “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) effective January 1, 2021 and, as a result, is no longer allocating proceeds between a liability and an equity component. The Company recorded a cumulative effect of the change in accounting policy as a reclassification of $58.5 million from equity to long-term debt on its condensed consolidated balance sheets, and also recorded an increase of $7.5 million to retained earnings representing the reversal of the cumulative amount of the previously amortized debt discount. The debt discount and debt issuance costs are amortized to interest expense using the effective interest method over five years, the contractual term of the Convertible Notes, with an effective interest rate of 3.3%. During the three months ended March 31, 2021, certain conditions related to the trading price of the Company’s stock were met thereby allowing holders of the Convertible Notes to request conversion at their election. If any requests are received from Note holders, the Company’s intent is to settle the principal amount of the Convertible Notes in shares of its common stock upon conversion, and as a result, the Convertible Notes are classified on the Company’s condensed consolidated balance sheet at March 31, 2021 as a long-term liability. The Company monitors the provision of the Convertible Notes that allow for certain conversion rights at each quarterly reporting date in order to determine whether the Convertible Notes are convertible or subject to an event triggering potential redemption during the prescribed measurement periods. As of the date of this report, none of the outstanding convertible notes had been redeemed by the Company. Based on the closing price of our common stock of $65.71 on the last trading day of the quarter, the if-converted values of the Convertible Notes exceeded the remaining principal amounts by $86.1 million as of March 31, 2021. Prior to the adoption of ASU 2020-06, for U.S. tax purposes the debt discount previously recorded by the Company was treated as a deferred tax liability. However, as a result of the adoption of ASU 2020-06, there is no longer a difference in book and tax treatment of the convertible debt, and as such, the Company recorded a reduction of $12.0 million to reduce its deferred tax liabilities, with a corresponding increase to its deferred tax asset valuation allowance. 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): December 31, 2020 March 31, 2021 As Reported Adjustment As Adjusted Outstanding principal of Convertible Note $ 230,000 $ 230,000 $ — $ 230,000 Less: unamortized debt discounts and issuance costs (5,930) (57,297) 51,012 (6,285) Long-term debt, net $ 224,070 $ 172,703 $ 51,012 $ 223,715 The following table sets forth total interest expense recognized related to the Convertible Notes (in thousands): Three Months Ended March 31, 2021 2020 As Reported Adjustment As Adjusted Contractual interest expense $ 1,509 $ 386 $ — $ 386 Amortization of debt discount and issuance costs 355 650 (569) 81 Total interest expense $ 1,864 $ 1,036 $ (569) $ 467 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 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, 2020. 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 month period ended March 31, 2021 is 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 Prior to January 1, 2021, in accordance with the prior accounting guidance for debt with conversion and other options, the Company separately accounted for the liability and equity components of its 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 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 represented 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. In connection with the issuance of the Convertible Notes, the Company incurred certain financing costs associated directly with the issuance of the Convertible Notes. These issuance costs were deferred, and a portion of the deferred issuance costs were deemed attributable to the equity component and were allocated to additional paid-in capital. The Company adopted “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) effective January 1, 2021 and, as a result, is no longer allocating proceeds between a liability and an equity component. The Company presents its Convertible Notes as long-term debt, as the Company’s current intent is to settle the principal amount of the Convertible Notes in shares of its common stock upon conversion. The Company uses the if-converted method for purposes of calculating dilutive earnings per share, if the Convertible Notes are dilutive during the period. In connection with the issuance of the Convertible Notes, the Company incurred certain financing costs associated directly with the issuance of the Convertible Notes. These issuance costs were deferred and are 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. Capitalized Internal-Use Software Costs |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board, or FASB, issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40).” The new guidance simplifies the number of accounting models for convertible instruments; and as a result, under the remaining available models, removes the requirement to separately account for conversion features between liability and equity components. The ASU will become effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, with |
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, warrants, and convertible notes 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. The recorded amount of the Company’s long-term debt can be determined based on the estimated or actual bid prices of the Convertible Senior Notes in an over-the-counter market, which are classified as a Level 2 financial instrument. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 5,473 $ 3,634 $ 2,638 $ 11,745 Consumables 11,342 3,344 1,277 15,963 Total product revenue 16,815 6,978 3,915 27,708 Service revenue 2,682 772 232 3,686 Total product and service revenue 19,497 7,750 4,147 31,394 Collaboration revenue 223 — — 223 Total revenues $ 19,720 $ 7,750 $ 4,147 $ 31,617 Three Months Ended March 31, 2020 Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 7,081 $ 1,788 $ 965 $ 9,834 Consumables 8,372 2,535 593 11,500 Total product revenue 15,453 4,323 1,558 21,334 Service revenue 2,038 874 250 3,162 Total product and service revenue 17,491 5,197 1,808 24,496 Collaboration revenue 2,109 — — 2,109 Total revenues $ 19,600 $ 5,197 $ 1,808 $ 26,605 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 were excluded from the computation of basic and diluted net loss per share for the periods presented (in thousands): Three Months Ended 2021 2020 Convertible notes 4,811 — Options to purchase common stock 2,560 3,946 Restricted stock units 1,407 1,451 Common stock warrants 471 597 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 Amortized Gross Gross Fair value Corporate debt securities $ 11,946 $ 6 $ — $ 11,952 Asset-backed securities 1,461 3 — 1,464 Total available-for-sale debt securities $ 13,407 $ 9 $ — $ 13,416 Type of securities as of December 31, 2020 Amortized Gross Gross Fair value Corporate debt securities $ 22,338 $ 71 $ — $ 22,409 U.S. government-related debt securities 5,000 3 — 5,003 Asset-backed securities 1,462 9 — 1,471 Total available-for-sale debt securities $ 28,800 $ 83 $ — $ 28,883 |
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): March 31, 2021 December 31, 2020 Maturing in one year or less $ 13,416 $ 28,883 Total available-for-sale debt securities $ 13,416 $ 28,883 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 387,340 $ — $ — $ 387,340 Short-term investments: Corporate debt securities — 11,952 — 11,952 Asset-backed securities — 1,464 — 1,464 Total $ 387,340 $ 13,416 $ — $ 400,756 As of December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 400,757 $ — $ — $ 400,757 Short-term investments: Corporate debt securities — 22,409 — 22,409 U.S. government-related debt securities — 5,003 — 5,003 Asset-backed securities — 1,471 — 1,471 Total $ 400,757 $ 28,883 $ — $ 429,640 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory, net of related allowances, consisted of the following as of the date indicated (in thousands): March 31, 2021 December 31, 2020 Raw materials $ 4,494 $ 4,286 Work in process 5,882 5,981 Finished goods 14,058 12,692 Total inventory, net $ 24,434 $ 22,959 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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): December 31, 2020 March 31, 2021 As Reported Adjustment As Adjusted Outstanding principal of Convertible Note $ 230,000 $ 230,000 $ — $ 230,000 Less: unamortized debt discounts and issuance costs (5,930) (57,297) 51,012 (6,285) Long-term debt, net $ 224,070 $ 172,703 $ 51,012 $ 223,715 |
Schedule of Interest Expense | The following table sets forth total interest expense recognized related to the Convertible Notes (in thousands): Three Months Ended March 31, 2021 2020 As Reported Adjustment As Adjusted Contractual interest expense $ 1,509 $ 386 $ — $ 386 Amortization of debt discount and issuance costs 355 650 (569) 81 Total interest expense $ 1,864 $ 1,036 $ (569) $ 467 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021platform | |
Equity [Abstract] | |
Number of platforms | 2 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies [Line Items] | |||||
Amortization period of deferred issuance costs | 5 years | ||||
Reduction to equity | $ (236,392) | $ (306,948) | $ (135,134) | $ (104,151) | |
Reduction to accumulated deficit / increase to retained earnings | (562,211) | (542,030) | |||
Additional Paid-in Capital | |||||
Significant Accounting Policies [Line Items] | |||||
Reduction to equity | (798,589) | (848,891) | (605,622) | (535,954) | |
Accumulated Deficit | |||||
Significant Accounting Policies [Line Items] | |||||
Reduction to equity | $ 562,211 | 542,030 | $ 470,576 | $ 431,952 | |
Cumulative Effect, Period of Adoption, Adjustment | |||||
Significant Accounting Policies [Line Items] | |||||
Reduction to equity | 51,012 | ||||
Reduction to accumulated deficit / increase to retained earnings | 7,500 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | |||||
Significant Accounting Policies [Line Items] | |||||
Reduction to equity | 58,543 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||||
Significant Accounting Policies [Line Items] | |||||
Reduction to equity | $ (7,531) | ||||
Senior Notes | Convertible Notes | |||||
Significant Accounting Policies [Line Items] | |||||
Debt instrument stated rate | 2.625% |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($)sales_force | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Number Of Sales Forces | sales_force | 1 | ||
Contract liabilities | $ (8,300,000) | $ (7,000,000) | |
Customer deposits | 1,332,000 | 1,631,000 | |
Performance obligation satisfied in previous period | 3,300,000 | ||
Cash payments received form customers | 4,300,000 | ||
Contract assets | $ 300,000 | $ 0 | |
Revenue, Performance Obligation, Description of Payment Terms | 45 days | ||
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 | $ 1,000,000 | ||
UNITED STATES | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenues | 18,800,000 | $ 18,900,000 | |
Total Products And Services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Remaining performance obligation | $ 9,600,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | $ 31,617 | $ 26,605 |
Instruments | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 11,745 | 9,834 |
Consumables | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 15,963 | 11,500 |
Total product revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 27,708 | 21,334 |
Service revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 3,686 | 3,162 |
Total product and service revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 31,394 | 24,496 |
Collaboration revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 223 | 2,109 |
Americas | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 19,720 | 19,600 |
Americas | Instruments | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 5,473 | 7,081 |
Americas | Consumables | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 11,342 | 8,372 |
Americas | Total product revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 16,815 | 15,453 |
Americas | Service revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 2,682 | 2,038 |
Americas | Total product and service revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 19,497 | 17,491 |
Americas | Collaboration revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 223 | 2,109 |
Europe and Middle East | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 7,750 | 5,197 |
Europe and Middle East | Instruments | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 3,634 | 1,788 |
Europe and Middle East | Consumables | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 3,344 | 2,535 |
Europe and Middle East | Total product revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 6,978 | 4,323 |
Europe and Middle East | Service revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 772 | 874 |
Europe and Middle East | Total product and service revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 7,750 | 5,197 |
Europe and Middle East | Collaboration revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 0 | 0 |
Asia Pacific | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 4,147 | 1,808 |
Asia Pacific | Instruments | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 2,638 | 965 |
Asia Pacific | Consumables | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 1,277 | 593 |
Asia Pacific | Total product revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 3,915 | 1,558 |
Asia Pacific | Service revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 232 | 250 |
Asia Pacific | Total product and service revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 4,147 | 1,808 |
Asia Pacific | Collaboration revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | $ 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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
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) | 2,560 | 3,946 |
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) | 1,407 | 1,451 |
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) | 471 | 597 |
Convertible Debt Securities | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 4,811 | 0 |
Concentration of Risks - Additi
Concentration of Risks - Additional Information (Details) - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total revenue | ||
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% |
Short-term Investments - Availa
Short-term Investments - Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 13,407 | $ 28,800 |
Gross unrealized gains | 9 | 83 |
Gross unrealized losses | 0 | 0 |
Fair value | 13,416 | 28,883 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 11,946 | 22,338 |
Gross unrealized gains | 6 | 71 |
Gross unrealized losses | 0 | 0 |
Fair value | 11,952 | 22,409 |
U.S. government-related debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 5,000 | |
Gross unrealized gains | 3 | |
Gross unrealized losses | 0 | |
Fair value | 5,003 | |
Asset-backed Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 1,461 | 1,462 |
Gross unrealized gains | 3 | 9 |
Gross unrealized losses | 0 | 0 |
Fair value | $ 1,464 | $ 1,471 |
Short-term Investments - Fair V
Short-term Investments - Fair Values of Available-for-Sale Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Maturing in one year or less | $ 13,416 | $ 28,883 |
Total available-for-sale debt securities | $ 13,416 | $ 28,883 |
Fair Value Measurements - Compa
Fair Value Measurements - Company's Available-for-Sale Securities by Level within Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | $ 28,883 | ||
Total | $ 400,756 | 429,640 | |
Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 11,952 | 22,409 | |
U.S. government-related debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 5,003 | ||
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 | 1,464 | 1,471 | |
Money market fund | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 387,340 | 400,757 | |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 387,340 | 400,757 | |
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 | ||
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 | Money market fund | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 387,340 | 400,757 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 13,416 | 28,883 | |
Level 2 | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 11,952 | 22,409 | |
Level 2 | U.S. government-related debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 5,003 | ||
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 | 1,464 | 1,471 | |
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 | ||
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 | 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 | $ 368,200 | ||
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 | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,494 | $ 4,286 |
Work in process | 5,882 | 5,981 |
Finished goods | 14,058 | 12,692 |
Inventory, net | $ 24,434 | $ 22,959 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2021USD ($)day$ / shares | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2020 | |
Line of Credit Facility [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Share price (in usd per share) | $ / shares | $ 65.71 | |||
Increase in deferred tax asset valuation allowance | $ 12,000 | |||
Decrease in deferred tax liabilities | 12,000 | |||
Reduction to accumulated deficit / increase to retained earnings | (562,211) | $ (542,030) | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Line of Credit Facility [Line Items] | ||||
Reduction to accumulated deficit / increase to retained earnings | $ 7,500 | |||
Convertible Notes | ||||
Line of Credit Facility [Line Items] | ||||
Convertible debt fair value | $ 169,500 | |||
Interest rate of debt | 9.35% | |||
Unamortized discount | $ 60,500 | |||
Debt issuance costs | 7,400 | |||
Debt issuance cost, equity component | 1,900 | |||
Debt issuance cost, liability component | $ 5,500 | |||
Debt term | 5 years | |||
Effective interest rate | 3.30% | 9.90% | ||
Term Loan Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Repayments of debt | 88,600 | |||
Senior Notes | Convertible Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument face amount | 230,000 | |||
Debt instrument stated rate | 2.625% | |||
Proceeds from issuance of debt | $ 222,600 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Conversion ratio | 20.9161 | |||
Conversion price | $ / shares | $ 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 | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Unamortized debt discounts | $ (5,930) | $ (57,297) | |
Long-term debt, net of discounts | 224,070 | 172,703 | |
Cumulative Effect, Period of Adoption, Adjustment | |||
Debt Instrument [Line Items] | |||
Unamortized debt discounts | 51,012 | ||
Long-term debt, net of discounts | 51,012 | ||
Cumulative Effect, Period of Adoption, Adjusted Balance | |||
Debt Instrument [Line Items] | |||
Unamortized debt discounts | (6,285) | ||
Long-term debt, net of discounts | 223,715 | ||
Convertible Notes | |||
Debt Instrument [Line Items] | |||
Outstanding Principal Of Convertible Debt | 230,000 | 230,000 | |
Debt Instrument, Convertible, If-converted Value in Excess of Principal | $ 86,100 | ||
Equity component of convertible debt | $ 58,500 | ||
Convertible Notes | Cumulative Effect, Period of Adoption, Adjusted Balance | |||
Debt Instrument [Line Items] | |||
Outstanding Principal Of Convertible Debt | $ 230,000 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest (Details) - Convertible Notes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 1,509 | $ 386 |
Amortization of debt discount and issuance costs | 355 | 650 |
Total interest expense | $ 1,864 | 1,036 |
Cumulative Effect, Period of Adoption, Adjustment | ||
Debt Instrument [Line Items] | ||
Amortization of debt discount and issuance costs | (569) | |
Total interest expense | (569) | |
Cumulative Effect, Period of Adoption, Adjusted Balance | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 386 | |
Amortization of debt discount and issuance costs | 81 | |
Total interest expense | $ 467 |
Uncategorized Items - nstg-2021
Label | Element | Value |
Common Stock [Member] | ||
Stock Issued During Period, Shares, Other | us-gaap_StockIssuedDuringPeriodSharesOther | 407,000 |