Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.9 | ||
Entity Common Stock, Shares Outstanding | 45,944,790 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2022 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the registrant’s fiscal year ended December 31, 2021. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001401708 |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Audit Information [Abstract] | ||
Auditor Name | Ernst & Young LLP | PricewaterhouseCoopers LLP |
Auditor Firm ID | 42 | 238 |
Auditor Location | Seattle, Washington | Seattle, Washington |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 107,068 | $ 411,848 |
Short-term investments | 241,821 | 28,883 |
Accounts receivable, net | 40,130 | 31,100 |
Inventory, net | 31,486 | 22,959 |
Prepaid expenses and other | 7,115 | 4,190 |
Total current assets | 427,620 | 498,980 |
Property and equipment, net | 27,043 | 20,828 |
Operating lease right-of-use assets | 19,226 | 21,492 |
Other assets | 5,592 | 2,895 |
Total assets | 479,481 | 544,195 |
Current liabilities: | ||
Accounts payable | 14,283 | 5,313 |
Accrued liabilities | 6,765 | 4,970 |
Accrued compensation and other employee benefits | 17,466 | 15,262 |
Customer deposits | 1,278 | 1,631 |
Deferred revenue and other liabilities, current portion | 7,474 | 5,610 |
Operating lease liabilities, current portion | 4,889 | 4,313 |
Total current liabilities | 52,155 | 37,099 |
Deferred revenue and other liabilities, net of current portion | 3,527 | 1,843 |
Long-term debt, net | 225,144 | 172,703 |
Operating lease liabilities, net of current portion | 21,693 | 25,602 |
Total liabilities | 302,519 | 237,247 |
Commitments and contingencies (Note 16) | ||
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; 45,729 and 44,441 shares issued and outstanding at December 31, 2021 and 2020, respectively | 5 | 4 |
Additional paid-in-capital | 827,028 | 848,891 |
Accumulated other comprehensive income (loss) | (318) | 83 |
Accumulated deficit | (649,753) | (542,030) |
Total stockholders’ equity | 176,962 | 306,948 |
Total liabilities and stockholders’ equity | $ 479,481 | $ 544,195 |
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, shares outstanding (in shares) | 45,729,000 | 44,441,000 |
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) | 45,729,000 | 44,441,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 145,085,000 | $ 117,316,000 | $ 125,568,000 |
Cost of product revenue | 68,304,000 | 52,409,000 | 44,039,000 |
Revenue: | |||
Revenue | 145,085,000 | 117,316,000 | 125,568,000 |
Total revenue | 145,085,000 | 117,316,000 | 125,568,000 |
Costs and expenses: | |||
Cost of product revenue | 68,304,000 | 52,409,000 | 44,039,000 |
Research and development | 69,504,000 | 62,857,000 | 68,035,000 |
Selling, general and administrative | 115,503,000 | 90,097,000 | 96,195,000 |
Total costs and expenses | 253,311,000 | 205,363,000 | 208,269,000 |
Loss from operations | (108,226,000) | (88,047,000) | (82,701,000) |
Other income (expense): | |||
Gain on sale of business, net | 0 | 0 | 48,871,000 |
Loss on extinguishment of debt and termination of revolving loan facility | 0 | (7,143,000) | 0 |
Interest income | 649,000 | 1,744,000 | 2,819,000 |
Interest expense | (7,490,000) | (15,408,000) | (8,487,000) |
Other expense, net | (20,000) | (971,000) | (929,000) |
Total other income (expense), net | (6,861,000) | (21,778,000) | 42,274,000 |
Net loss before provision for income taxes | (115,087,000) | (109,825,000) | (40,427,000) |
Provision for income taxes | (167,000) | (253,000) | (269,000) |
Net loss | $ (115,254,000) | $ (110,078,000) | $ (40,696,000) |
Net loss per share-basic and diluted (in dollars per share) | $ (2.54) | $ (2.82) | $ (1.18) |
Weighted average shares used in computing basic and diluted net loss per share (in shares) | 45,299 | 39,083 | 34,588 |
Service revenue | |||
Revenue | $ 16,495,000 | $ 13,517,000 | $ 11,636,000 |
Cost of product revenue | 14,636,000 | 7,408,000 | 6,224,000 |
Revenue: | |||
Revenue | 16,495,000 | 13,517,000 | 11,636,000 |
Costs and expenses: | |||
Cost of product revenue | 14,636,000 | 7,408,000 | 6,224,000 |
Total product revenue | |||
Revenue | 127,462,000 | 97,927,000 | 92,078,000 |
Cost of product revenue | 53,668,000 | 45,001,000 | 37,815,000 |
Revenue: | |||
Revenue | 127,462,000 | 97,927,000 | 92,078,000 |
Costs and expenses: | |||
Cost of product revenue | 53,668,000 | 45,001,000 | 37,815,000 |
Collaboration | |||
Revenue | 1,128,000 | 5,872,000 | 21,854,000 |
Revenue: | |||
Revenue | $ 1,128,000 | $ 5,872,000 | $ 21,854,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (115,254) | $ (110,078) | $ (40,696) |
Other comprehensive income (loss): | |||
Change in unrealized (loss) gain on available-for-sale debt securities | (401) | (62) | 185 |
Comprehensive loss | $ (115,655) | $ (110,140) | $ (40,511) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Balance at (in shares) at Dec. 31, 2018 | 30,913,000 | |||||||
Balances at at Dec. 31, 2018 | $ 36,869 | $ 3 | $ 428,162 | $ (40) | $ (391,256) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock net of issuance costs (in shares) | 3,175,000 | |||||||
Issuance of common stock net of issuance costs | 68,273 | 68,273 | ||||||
Issuance of common stock warrants | 3,197 | $ 1 | 3,196 | |||||
Common stock issued for stock options and restricted stock units | 18,387 | 18,387 | ||||||
Issuance of common stock for employee stock purchase plan (in shares) | 203,000 | |||||||
Common stock issued for employee stock purchase plan | 1,952 | 1,952 | ||||||
Tax withholdings related to net share settlements of restricted stock units | (1,474) | (1,474) | ||||||
Stock-based compensation | 17,458 | 17,458 | ||||||
Net loss | (40,696) | (40,696) | ||||||
Other comprehensive loss | 185 | 185 | ||||||
Balance at (in shares) at Dec. 31, 2019 | 36,298,000 | |||||||
Balances at at Dec. 31, 2019 | 104,151 | $ 4 | 535,954 | 145 | (431,952) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock net of issuance costs (in shares) | 5,750,000 | |||||||
Issuance of common stock net of issuance costs | 215,765 | 215,765 | ||||||
Equity component of convertible notes, net | 58,543 | 58,543 | ||||||
Issuance of common stock warrants | 737 | 737 | ||||||
Common stock issued for stock options and restricted stock units | 18,751 | 18,751 | ||||||
Issuance of common stock for employee stock purchase plan (in shares) | 89,000 | |||||||
Common stock issued for employee stock purchase plan | 2,190 | 2,190 | ||||||
Exercise of common stock warrant, net (in shares) | 414,000 | |||||||
Net exercise of common stock warrants | 0 | |||||||
Tax withholdings related to net share settlements of restricted stock units | (2,012) | (2,012) | ||||||
Stock-based compensation | 18,963 | 18,963 | ||||||
Net loss | (110,078) | (110,078) | ||||||
Other comprehensive loss | (62) | (62) | ||||||
Balance at (in shares) at Dec. 31, 2020 | 44,441,000 | |||||||
Balances at 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] | ||||||||
Exercise of stock options (in shares) | 570,403 | |||||||
Common stock issued for stock options and restricted stock units | $ 6,453 | $ 1 | 6,452 | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 65,000 | |||||||
Common stock issued for employee stock purchase plan | 2,428 | 2,428 | ||||||
Tax withholdings related to net share settlements of restricted stock units | (2,585) | (2,585) | ||||||
Stock-based compensation | 30,385 | 30,385 | ||||||
Net loss | (115,254) | (115,254) | ||||||
Other comprehensive loss | (401) | (401) | ||||||
Balance at (in shares) at Dec. 31, 2021 | 45,729,000 | |||||||
Balances at at Dec. 31, 2021 | $ 176,962 | $ 5 | $ 827,028 | $ (318) | $ (649,753) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Attributable to Parent | $ 176,962 | $ 306,948 | $ 104,151 |
Common stock issued for stock options and restricted stock units | 6,453 | 18,751 | 18,387 |
Tax withholdings related to net share settlements of restricted stock units | (2,585) | (2,012) | (1,474) |
Common stock issued for employee stock purchase plan | 2,428 | 2,190 | 1,952 |
Stock-based compensation | 30,385 | 18,963 | 17,458 |
Other comprehensive loss | (401) | (62) | 185 |
Net loss | (115,254) | (110,078) | (40,696) |
Cumulative Effect, Period of Adoption, Adjustment | |||
Stockholders' Equity Attributable to Parent | (51,012) | ||
Additional Paid-in Capital | |||
Issuance cost | 14,200 | 4,700 | |
Stockholders' Equity Attributable to Parent | 827,028 | 848,891 | 535,954 |
Common stock issued for stock options and restricted stock units | 6,452 | 18,751 | 18,387 |
Tax withholdings related to net share settlements of restricted stock units | (2,585) | (2,012) | (1,474) |
Common stock issued for employee stock purchase plan | 2,428 | 2,190 | 1,952 |
Stock-based compensation | $ 30,385 | 18,963 | $ 17,458 |
Additional Paid-in Capital | Cumulative Effect, Period of Adoption, Adjustment | |||
Stockholders' Equity Attributable to Parent | $ (58,543) | ||
Common Stock | |||
Shares, Outstanding | 45,729 | 44,441 | 36,298 |
Stockholders' Equity Attributable to Parent | $ 5 | $ 4 | $ 4 |
Common stock issued for stock options and restricted stock units | $ 1 | ||
Issuance of common stock for employee stock purchase plan (in shares) | 65 | 89 | 203 |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 1,223 | 1,890 | 2,007 |
Accumulated Other Comprehensive Income (Loss) | |||
Stockholders' Equity Attributable to Parent | $ (318) | $ 83 | $ 145 |
Other comprehensive loss | (401) | (62) | 185 |
Accumulated Deficit | |||
Stockholders' Equity Attributable to Parent | (649,753) | (542,030) | (431,952) |
Net loss | $ (115,254) | (110,078) | $ (40,696) |
Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | |||
Stockholders' Equity Attributable to Parent | $ 7,531 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net loss | $ (115,254,000) | $ (110,078,000) | $ (40,696,000) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 5,871,000 | 5,738,000 | 4,919,000 |
Stock-based compensation expense | 30,173,000 | 19,374,000 | 17,458,000 |
Non-cash operating lease cost | 3,450,000 | 3,238,000 | 2,831,000 |
Payment of accrued interest on long-term debt | 0 | (2,593,000) | 0 |
Gain on sale of business | 0 | 0 | (49,922,000) |
Loss (gain) on equity securities | 0 | 300,000 | (625,000) |
Loss on extinguishment of long-term debt | 0 | 7,143,000 | 0 |
Amortization of premium and accretion of discount on short-term investments, net | (1,765,000) | (121,000) | (204,000) |
Amortization of deferred financing costs | 1,429,000 | 8,881,000 | 810,000 |
Conversion of accrued interest to long-term debt | 0 | 0 | 2,193,000 |
Loss on disposal of property and equipment | 5,000 | 119,000 | 1,152,000 |
Provision for inventory obsolescence and bad debt | 2,040,000 | 886,000 | 869,000 |
Changes in operating assets and liabilities | |||
Accounts receivable | (9,526,000) | (3,949,000) | (9,805,000) |
Inventory | (10,520,000) | (4,909,000) | (8,475,000) |
Prepaid expenses and other assets | (5,443,000) | 4,321,000 | (3,350,000) |
Accounts payable | 8,687,000 | (3,170,000) | (599,000) |
Accrued liabilities | (914,000) | (21,000) | 1,276,000 |
Accrued compensation and other employee benefits | 2,497,000 | (936,000) | 3,567,000 |
Cash payments received from customers | (353,000) | (4,758,000) | (1,778,000) |
Deferred revenue and other liabilities | 3,336,000 | 2,033,000 | (6,536,000) |
Operating lease liabilities | (4,262,000) | (3,160,000) | (2,506,000) |
Net cash used in operating activities | (90,549,000) | (81,662,000) | (89,421,000) |
Investing activities | |||
Purchases of property and equipment | (6,348,000) | (7,457,000) | (7,885,000) |
Purchase of internal-use software assets | (2,299,000) | 0 | 0 |
Proceeds from sale of business | 0 | 0 | 40,000,000 |
Proceeds from sale of short-term investments | 4,000,000 | 21,218,000 | 2,500,000 |
Proceeds from maturity of short-term investments | 44,664,000 | 116,284,000 | 97,970,000 |
Purchases of short-term investments | (260,239,000) | (38,804,000) | (147,744,000) |
Net cash (used in) provided by investing activities | (220,222,000) | 91,241,000 | (15,159,000) |
Financing activities | |||
Proceeds from long-term debt | 0 | 230,000,000 | 20,000,000 |
Deferred costs related to long-term debt | 0 | 7,403,000 | 100,000 |
Repayment of long-term debt | 0 | (80,000,000) | 0 |
Fees paid upon extinguishment of debt | 0 | (4,845,000) | 0 |
Proceeds from sale of common stock, net | 0 | 215,765,000 | 68,273,000 |
Proceeds from issuance of common stock warrants | 0 | 737,000 | 2,228,000 |
Proceeds from issuance of common stock for employee stock purchase plan | 2,427,000 | 2,190,000 | 1,952,000 |
Tax withholdings related to net share settlements of restricted stock units | (2,585,000) | (2,012,000) | (1,474,000) |
Proceeds from exercise of stock options | 6,452,000 | 18,751,000 | 18,387,000 |
Repayment of finance lease obligations | (236,000) | (135,000) | 0 |
Net cash provided by financing activities | 6,058,000 | 373,048,000 | 109,266,000 |
Effect of exchange rate changes on cash and cash equivalents | (67,000) | 188,000 | (9,000) |
Net (decrease) increase in cash and cash equivalents | (304,780,000) | 382,815,000 | 4,677,000 |
Cash and cash equivalents | |||
Beginning of year | 411,848,000 | 29,033,000 | 24,356,000 |
End of year | 107,068,000 | 411,848,000 | 29,033,000 |
Supplemental disclosures | |||
Cash paid for interest | 6,038,000 | 4,571,000 | 5,683,000 |
Fair value of warrants issued with long-term debt | 0 | 0 | 968,000 |
Cash paid for taxes | 189,000 | 357,000 | 265,000 |
Instruments reclassified from inventory to property and equipment | 525,000 | 854,000 | 605,000 |
Right-of-use assets obtained in exchange for finance lease liabilities | 448,000 | 524,000 | 0 |
Right-of-use assets obtained in exchange for operating lease liabilities | 929,000 | 0 | 28,060,000 |
Common stock received for sale of a business | $ 0 | $ 0 | $ 9,893,000 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the 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 chemistries enable the direct detection, identification and quantification of individual target molecules in biological samples by attaching unique molecular reporters to each target molecule of interest. The Company currently markets and sells two platforms based on its proprietary technologies, its nCounter Analysis System, and its GeoMx Digital Spatial Profiler, or GeoMx DSP, both consisting of instruments and consumables, to academic, government, biopharmaceutical and clinical laboratory customers. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Accounting Principles and Principles of Consolidation The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements reflect the accounts of the Company and its wholly-owned subsidiaries. Each of the subsidiaries operates as a sales and support office. The functional currency of each subsidiary is the U.S. dollar. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and that affect the reported amounts of revenue and expenditures during the reporting period. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include the estimation of stand-alone selling prices for its products and services, the estimation of the valuation of inventory, the estimates used in the valuation allowance for deferred tax assets and uncertain tax positions, and estimates used in certain of the inputs and calculations associated with stock-based compensation. Cash and Cash Equivalents The Company considers all highly-liquid investments with purchased maturities of three months or less to be cash equivalents. The Company’s cash equivalents consist principally of funds maintained in depository accounts. The Company invests its cash and cash equivalents with major financial institutions; at times these investments exceed federally insured limits. Investments The Company classifies its debt securities as available-for-sale, which are reported at estimated fair value with unrealized gains and losses included in accumulated other comprehensive loss in stockholders’ equity. Realized gains, realized losses and allowance for estimated credit losses are included in other expense, net. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. Amortization of premiums and accretion of discounts are included in other expense, net. Interest and dividends earned on all securities are included in other expense, net. Investments in debt securities with maturities of less than one year, or where management’s intent is to use the investments to fund current operations, or to make them available for current operations, are classified as short-term investments. Investments are presented net of an allowance for expected credit losses that are remeasured each period and any impairment recognized as an expense. The Company has considered all information and factors and noted no indicators that a credit loss exists as of December 31, 2021. The Company has not experienced any significant investment credit losses to date. At the end of 2019, the Company held certain equity securities, which are reported at fair value. Changes in the fair value of equity securities have been recorded in other income (expense) in the consolidated statements of operations for the periods ended December 31, 2020 and December 31, 2019, respectively. The cost of equity securities for purposes of computing gains and losses is based on the specific identification method. As of December 31, 2020, all equity securities previously held by the Company had been sold. Accounts Receivable and Allowance for Credit Losses Accounts receivable are stated net of an allowance for credit losses. The Company uses available information over the life of the receivables including analysis of past credit losses, recoveries of past credit losses, management’s expectations of future economic positions, as well as market conditions and other extenuating factors to support the allowance estimate. Concentration of Credit 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. The Company has not experienced any significant credit losses to date. The Company had no customers/collaborators that represented more than 10% of total revenue for the year ended December 31, 2021. The Company had one customer/collaborator, Lam Research Corporation (“Lam”), that represented 4% and 13% of total revenue for the years ended December 31, 2020 and 2019, respectively. The Company had no customers or collaborators that represented more than 10% of total accounts receivable as of December 31, 2021 and 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 certain sole suppliers. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect operating results. Fair value of financial instruments The recorded amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Investments that are classified as available-for-sale are recorded at fair value. The fair value for investment securities held and for convertible senior notes are determined using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Inventory Inventory consists of finished goods, raw materials, including certain intermediate manufactured items, and certain component parts to be used in manufacturing or servicing the Company’s products. Inventory is stated at the lower of cost or net realizable value. Cost is determined using a standard cost system, whereby the standard costs are updated periodically to reflect current costs and market represents the lower of cost or market (replacement cost or estimated net realizable value). The Company’s policy is to establish inventory reserves when conditions exist that suggest that inventory may be in excess of anticipated demand, obsolete, slow moving or impaired. In the event that the Company identifies these conditions exist in its inventory, its carrying value is reduced to its net realizable value. Inventory reserves were $6.5 million and $5.0 million as of December 31, 2021 and 2020, respectively. The Company outsources the manufacturing of its instruments to third-party contract manufacturers who manufacture them to certain specifications and source certain raw materials from sole source providers. Major delays in shipments, inferior quality, insufficient quantity or any combination of these or other factors may harm the Company’s business and results of operations. In addition, the inability of one or more of these suppliers to provide the Company with an adequate supply of its products or raw materials or the loss of one or more of these suppliers may cause a delay in the Company’s ability to fulfill orders while it obtains a replacement supplier and may harm the Company’s business and results of operations. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. Expenditures for additions are capitalized and expenditures for maintenance and repairs are expensed as incurred. Gains and losses from the disposal of property and equipment are reflected in the consolidated statements of operations in the period of disposition. Useful Life Manufacturing equipment 5 years Prototype systems 2 years Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements Lessor of useful life or lease term Capitalized Internal-Use Software Costs The Company capitalizes certain development costs incurred in connection with software development for internal-use 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 internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over the estimated useful life and are amortized as a component of depreciation and amortization within operating expenses in our consolidated statements of operations. Capitalized internal-use software development costs were $4.0 million as of December 31, 2021. Capitalized costs associated with the implementation of hosted third-party cloud computing arrangements are recorded as part of current and long-term other assets. Maintenance and training costs are expensed as incurred. Capitalized implementation costs for hosted third-party cloud computing arrangements are expensed on a straight-line basis over the term of the related hosting arrangement. Costs are recorded within the consolidated statements of operations based on the functional use of the software. Unamortized capitalized software implementation costs were $3.2 million as of December 31, 2021. Leases The Company determines if an arrangement is a lease at inception of a contract. The Company’s leasing portfolio is comprised of operating and finance leases primarily for general office, manufacturing and research and development purposes. Operating and finance 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. Operating lease right-of-use assets are 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. The Company elected, as an accounting policy election, to use the short-term lease recognition exemption on all classes of assets. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease payments as an expense on a straight-line basis over the lease term. The Company has lease office agreements with lease and non-lease components, which are generally accounted for separately. For lease equipment agreements, the Company accounts for the lease and non-lease components as a single lease component. The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or any material restrictive covenants. Impairment of Long-Lived Assets The Company recognizes impairment losses on long-lived assets when indicators of impairment are present and the anticipated undiscounted cash flows to be generated by those assets are less than the asset’s carrying values. During 2019, as a result of its sale of a business to Veracyte, the Company impaired certain leased and loaner nCounter instruments with a carrying value of $1.1 million which no longer had future economic value to the Company. Other than the impairment resulting from the Veracyte transaction in 2019, the Company has not experienced material impairment losses on its long-lived assets during the periods presented. 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 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 10. Long-term Debt, Net for additional information regarding the Convertible Senior Notes. Segments Operating segments are defined as components of an entity for which separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer, who manages the operations and evaluates the financial performance on a total Company basis. The Company’s principal operations and decision-making functions are located at its corporate headquarters in the United States and the Company operates as a single operating and reporting segment. 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 its GeoMx DSP, and related consumables. Services consist of instrument service contracts for maintenance, repair and other support related to customer owned instruments, and also certain service fees for assay processing and data analysis and reporting. Revenue from instruments and consumables is recognized generally upon shipment to the end customer, which is when control of the product has been transferred to the customer. Performance obligations related to instrument sales are reviewed on a contract-by-contract basis, as individual contract terms may vary and revenue is recognized as performance obligations are satisfied. Performance obligations for consumable products are generally completed upon shipment to the customer. While the Company typically completes installation and training of its customers with field-based service personnel, these services can also be provided by distribution partners and other third parties. Instrument service contracts are sold with contract terms ranging from 12-36 months and cover periods after the end of the initial 12-month warranty. These contracts include services to maintain performance within the Company’s designed specifications and allow the customer to receive certain preventative maintenance service procedures during the contract term. Revenue from services to maintain designed specifications is considered a stand-ready obligation and recognized evenly over the contract term and service revenue related to preventative maintenance of instruments is recognized when the procedure is completed. Revenue from service fees for assay processing is recognized upon the rendering of the related performance obligation which is typically the delivery of data and analysis of the samples that have been processed. For arrangements with multiple performance obligations, the Company allocates the contract price in proportion to each performance obligation’s relative stand-alone selling price. The Company frequently sells bundles of systems and consumables, and in such instances uses its best estimate of selling price for its products based on historical stand alone sales or similar products. For service, the best estimate of selling price is based on historical stand-alone sales, as stand-alone sales data for services are more readily available. The Company reviews its stand-alone prices at least annually or more frequently if facts and circumstances significantly change. The Company generally recognizes expense related to the acquisition of contracts, such as sales commissions, at the time of revenue recognition, which is generally in the same period products are sold, and in the case of services, revenue is recognized as services are rendered or over the period of time covered by the service contract. The Company records commission expenses within selling, general and administrative expenses. Product and service revenues from sales to customers through distributors are recognized consistent with the policies and practices for direct sales to customers, as described above. Cost of Product and Service Revenue Cost of product revenue consists primarily of costs incurred in the production process, including costs of purchasing instruments from third-party contract manufacturers, consumable component materials and assembly labor and overhead, installation, and packaging and delivery costs. In addition, cost of product revenue includes royalty costs for licensed technologies included in the Company’s products, provisions for slow-moving and obsolete inventory and stock-based compensation expense. Cost of product revenue for instruments and consumables is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated statements of operations. Cost of service revenue consists primarily of field service technicians and the cost of providing repair and maintenance services, including parts used in performing those services for instruments covered under warranty and service contracts. In addition, cost of service revenue includes lab personnel labor and overhead, stock-based compensation and materials used in performing data analysis services. Cost of service revenue is recognized in the period the services are performed. Reserve for Product Warranties The Company generally provides a one-year warranty on both its nCounter Analysis Systems and GeoMx DSP instruments, and establishes a reserve for future warranty costs based on historical product failure rates and actual warranty costs incurred. Warranty expense is recorded as a component of cost of service revenue in the consolidated statements of operations. Warranty reserves were $1.2 million and $1.0 million as of December 31, 2021 and 2020, respectively. Research and Development Research and development expenses, consisting primarily of salaries and benefits, stock-based compensation expense, occupancy costs, laboratory supplies, contracted services, and consulting fees are expensed as incurred. Selling, General and Administrative Selling expenses consist primarily of personnel related costs for sales and marketing, contracted services and service fees and are expensed as the related costs are incurred. Advertising costs are expensed as incurred and are included in sales and marketing expenses. Advertising costs totaled approximately $4.8 million, $3.4 million and $5.7 million during the years ended December 31, 2021, 2020 and 2019, respectively. General and administrative expenses consist primarily of personnel related costs for the Company’s finance, human resources, business development, legal, information technology and general management, as well as professional fees for legal, accounting and other consulting services. General and administrative expenses are expensed as they are incurred. Foreign Currency The functional currency of our foreign subsidiaries is the U.S. dollar. Accordingly, monetary balance sheet accounts are remeasured using exchange rates in effect at the balance sheet dates and non-monetary items are remeasured at historical exchange rates. Expenses are generally remeasured at the average exchange rates for the period. Foreign currency remeasurement and transaction gains and losses are included in interest and other income (expense), net and were not material for the years ended December 31, 2021, 2020 and 2019, respectively. Income Taxes The Company accounts for income taxes under the liability method. Under the liability method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and income tax bases of assets and liabilities and are measured using the tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The Company determines whether a tax position is more likely than not to be sustained upon examination based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Stock-Based Compensation The Company accounts for stock-based compensation under the fair value method. Stock-based compensation costs related to restricted stock units (“RSUs”) and performance stock units (“PSUs”) which are granted by the Company are calculated using the grant-date fair value using the intrinsic method and for stock options granted in prior years, stock-based compensation was estimated using the Black-Scholes option pricing model. Stock-based compensation expense is recognized based on the number of awards ultimately expected to vest, using actual forfeitures when incurred. The Company uses the straight-line attribution method over the vesting period for recognizing compensation expense for awards with a service condition. For awards with service and performance conditions, the accelerated recognition method is used over the graded vesting schedules for the awards. Guarantees and Indemnifications In the normal course of business, the Company guarantees and/or indemnifies other parties, including vendors, lessors and parties to transactions with the Company, with respect to certain matters. The Company has agreed to hold the other parties harmless against losses arising from breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. It is not possible to determine the maximum potential amount the Company could be required to pay under these indemnification agreements, since the Company has not had any prior indemnification claims, and each claim would be based upon the unique facts and circumstances of the claim and the particular provisions of each agreement. In the opinion of management, any such claims would not be expected to have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. The Company did not have any related liabilities recorded at December 31, 2021 and 2020. Comprehensive Loss Comprehensive loss includes certain changes in equity that are excluded from net loss. Specifically, unrealized gains and losses on available-for-sale debt securities are included in comprehensive (income) loss. Reclassifications Prior year amounts for cost of product and service revenue have been reclassified to reflect current year presentation. 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 adoption as of the beginning of the annual fiscal year. The Company adopted the standard, on a modified retrospective basis, on January 1, 2021, and as a result, has increased long-term debt and reduced equity by $58.5 million related to reclassification of the initial debt discount and debt issuance costs that were attributed to equity as determined by the initial accounting for the Convertible Notes. Additionally, the Company reduced its accumulated deficit by $7.5 million to reverse the cumulative impact of previously amortized debt discount costs through December 31, 2020. See to Note 9. Long-term Debt, Net for additional information. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | 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 Analysis systems, its GeoMx DSP systems, and the consumables and services related to these platforms. 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): 2021 Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 31,467 $ 14,837 $ 9,312 $ 55,616 Consumables 50,421 16,216 5,209 71,846 Total product revenue 81,888 31,053 14,521 127,462 Service revenue 11,344 4,117 1,034 16,495 Total product and service revenue 93,232 35,170 15,555 143,957 Collaboration revenue 1,128 — — 1,128 Total revenue $ 94,360 $ 35,170 $ 15,555 $ 145,085 2020 Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 30,016 $ 11,134 $ 6,680 $ 47,830 Consumables 34,922 12,203 2,972 50,097 Total product revenue 64,938 23,337 9,652 97,927 Service revenue 8,977 3,560 980 13,517 Total product and service revenue 73,915 26,897 10,632 111,444 Collaboration revenue 5,872 — — 5,872 Total revenue $ 79,787 $ 26,897 $ 10,632 $ 117,316 2019 Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 18,578 $ 8,083 $ 4,413 $ 31,074 Consumables 37,983 19,085 3,936 61,004 Total product revenue 56,561 27,168 8,349 92,078 Service revenue 7,724 3,121 791 11,636 Total product and service revenue 64,285 30,289 9,140 103,714 Collaboration revenue 21,854 — — 21,854 Total revenue $ 86,139 $ 30,289 $ 9,140 $ 125,568 Total revenue in the United States was $91.0 million, $77.5 million and $83.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company’s long-lived assets are primarily located in the United States and 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 $10.3 million and $7.0 million as of December 31, 2021 and December 31, 2020, respectively, and customer deposits of $1.3 million and $1.6 million as of December 31, 2021 and December 31, 2020, respectively, included within the consolidated balance sheets. Total contract liabilities increased by $3.0 million for the year ended December 31, 2021 as a result of cash payments received of $15.8 million related primarily to new instrument service contracts associated with our growing installed base of GeoMx DSP's, substantially offset by the recognition of previously deferred revenue and customer deposits of $12.8 million for the completion of certain performance obligations during the period. The Company recorded contract assets of $0.7 million as of December 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 December 31, 2021, unsatisfied or partially unsatisfied performance obligations related to undelivered products and service contracts were $11.6 million and are expected to be completed over the term of the related contract, or as products are delivered. |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 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 December 31, 2021 Amortized cost Gross Gross Fair value Corporate debt securities $ 177,375 $ 3 $ (195) $ 177,183 U.S. government-related debt securities 33,134 2 (97) 33,039 Asset-backed securities 31,631 — (32) 31,599 Total available-for-sale debt securities $ 242,140 $ 5 $ (324) $ 241,821 Type of securities as of December 31, 2020 Amortized cost 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 at December 31 were as follows (in thousands): 2021 2020 Maturing in one year or less $ 174,534 $ 28,883 Maturing in one to three years 67,287 — Total available-for-sale debt securities $ 241,821 $ 28,883 The Company has both the intent and ability to sell its available-for-sale debt securities maturing greater than one year within 12 months from the balance sheet date and, accordingly, has classified these securities as current in the consolidated balance sheets. The following table summarizes investments that have been in a continuous unrealized loss position as of December 31, 2021 (in thousands). Less than 12 months 12 months or greater Total Fair Value Gross unrealized losses Fair Value Gross unrealized losses Fair Value Gross unrealized losses Corporate debt securities $ 28,720 $ (8) $ 49,347 $ (187) $ 78,067 $ (195) Government-related debt securities 10,074 (19) 17,940 (78) 28,014 (97) Asset Backed Securities 31,599 (32) — — 31,599 (32) Total $ 70,393 $ (59) $ 67,287 $ (265) $ 137,680 $ (324) The Company invests in securities that are rated investment grade or better. The unrealized losses on available-for-sale debt securities as of December 31, 2021 were caused primarily by interest rate increases. The Company reviews the individual securities in its portfolio for impairment when events indicate the fair value of the investments may be below the carrying value. The Company reviews the individual securities in its portfolio for indications that unrealized losses are credit related and require an allowance to be recorded at the present value of the future expected cash flows. The Company determined unrealized losses were not for credit losses and so did not record an allowance related to its available-for-sale debt investments for the year ended December 31, 2021. The Company did not record any impairment charges related to its available-for-sale debt investments for the year ended December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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): Type of securities as of December 31, 2021 Fair value measurement using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 98,247 $ — $ — $ 98,247 Short-term investments: Corporate debt securities — 177,183 — 177,183 U.S. government-related debt securities — 33,039 — 33,039 Asset-backed securities — 31,599 — 31,599 Total $ 98,247 $ 241,821 $ — $ 340,068 Type of securities as of December 31, 2020 Fair value measurement using: 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 Senior 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 10. Long-term Debt, Net. As of December 31, 2021, the fair value of the Convertible Senior Notes was $274.9 million. |
Sale of Business to Veracyte (N
Sale of Business to Veracyte (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Sale of Business to Veracyte | Sale of Business to Veracyte In December 2019, the Company entered into a License and Asset Purchase Agreement (“LAPA”) and Service and Supply Agreements (“SSAs”), with Veracyte, Inc. (“Veracyte”). Pursuant to the LAPA, the Company completed a license of intellectual property and a sale of certain assets relating to the Company’s nCounter FLEX platform for use in clinical diagnostic applications, including Prosigna distribution rights to Veracyte. Additionally, the Company provided Veracyte a worldwide exclusive license to market and sell clinical diagnostic tests developed for the Company’s nCounter FLEX platform, including worldwide rights to Prosigna. Veracyte also acquired certain intellectual property rights from the Company relating to Prosigna and the Company’s proprietary LymphMark assay. Pursuant to the terms of the LAPA, Veracyte paid the Company total consideration of $50.0 million, consisting of $40.0 million in cash paid in connection with the entry into the LAPA, and 376,732 shares of Veracyte common stock valued at $10.0 million, which shares were issued in connection with the entry into the LAPA. Additionally, the Company may receive future potential milestone payments of up to $10.0 million in the aggregate, to be paid upon the launch of additional clinical diagnostic tests by Veracyte for the Company’s nCounter FLEX platform. In addition, Veracyte has agreed to assume the obligation to pay specified royalties under the Company’s existing agreement with Bioclassifier, LLC, which was assigned to Veracyte in connection with the transaction. Pursuant to the LAPA, Veracyte offered certain of the Company’s employees employment with Veracyte. Pursuant to the SSAs, the Company agreed to supply to Veracyte nCounter FLEX systems, and also agreed to manufacture and supply Prosigna kits, LymphMark kits and any additional clinical diagnostic tests that Veracyte may develop in the future for nCounter, for a period of at least four years subsequent to the transaction date. Pursuant to these SSAs, Veracyte will pay the designated transfer prices for nCounter FLEX systems, Prosigna kits, LymphMark kits and any other nCounter-based diagnostic tests developed by Veracyte. The sale of assets and license pursuant to the LAPA was considered the disposition of a business and, accordingly, the Company has included a gain on sale of business, net of $48.9 million as non-operating income in the consolidated statements of operations as of December 31, 2019, net of transaction costs of $1.1 million. The disposition did not represent a strategic shift that will have a major effect on the Company’s operations and financial results. The cash consideration received at closing, as well as any future cash payments received pursuant to the future milestones will be recognized as an investing cash in-flow in the consolidated statements of cash flows. Substantially all of the intangible assets sold had no book value for the Company. The Company has not recognized any gain related to the future milestone payments as these are considered contingent consideration for which a gain will be recognized in the future when the milestones are achieved and the gain is realizable. The Company has accounted for the Veracyte common stock in accordance with ASC 321, Investments - Equity Securities |
Leases (Notes)
Leases (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LeasesThe Company is obligated to make future minimum payments under four primary operating leases which approximate 134,000 square feet of space used for manufacturing, research and development and general operations primarily in the greater Seattle area. The operating leases have terms that expire from 2026 to 2030 and include renewal options to extend the lease term at the then current fair market rental for each of the lease agreements. None of the options to extend the rental term of existing leases were considered reasonably certain as of December 31, 2021. The Company’s operating leases contain rent abatement periods, scheduled rent increases and provide for tenant improvement allowances. In addition, the Company enters into finance lease right-of-use assets, included in other assets, and lease liabilities, included in deferred revenues and other liabilities, primarily for equipment used in its operations. The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or any material restrictive covenants. The following table provides the components of the Company’s lease cost (in thousands): 2021 2020 Operating lease cost $ 5,210 $ 5,354 Finance lease cost: Amortization of right-of-use assets 255 138 Interest on lease liabilities 23 16 Total lease cost $ 5,488 $ 5,508 Other information related to leases for the year ended December 31 were as follows (in thousands): 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,276 $ 6,140 Operating cash flows from finance leases 23 16 Financing cash flows from finance leases 236 135 Right-of-use assets obtained in exchange for operating lease liabilities $ 929 $ — Right-of-use assets obtained in exchange for finance lease liabilities 448 524 Operating Leases Weighted average remaining lease term (years) 4.9 5.8 Weighted average discount rate 7.0 % 7.1 % Financing Leases Weighted average remaining lease term (years) 1.8 2.4 Weighted average discount rate 4.3 % 4.8 % Future minimum lease payments under the lease agreements as of December 31, 2021 were as follows (in thousands): Finance Operating 2022 $ 353 $ 6,537 2023 223 6,739 2024 113 6,890 2025 — 7,079 2026 — 2,025 Thereafter — 2,315 Total future minimum lease payments 689 31,585 Less: imputed interest (30) (5,002) Total $ 659 $ 26,583 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory, Net Inventory consisted of the following at December 31 (in thousands): 2021 2020 Raw materials $ 5,135 $ 4,286 Intermediate manufactured components 9,916 5,981 Finished goods 16,435 12,692 Total inventory, net $ 31,486 $ 22,959 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following at December 31 (in thousands): Useful Life 2021 2020 Manufacturing equipment 5 $ 19,067 $ 15,311 Prototype instruments 2 2,128 2,128 Computer equipment 3 5,597 3,860 Furniture and fixtures 5 1,927 1,990 Leasehold improvements Various 19,641 19,347 Construction in progress 7,143 1,233 Total property and equipment, gross 55,503 43,869 Less: Accumulated depreciation and amortization (28,460) (23,041) Total property and equipment, net $ 27,043 $ 20,828 Prototype instruments consist of various nCounter, GeoMx DSP and CosMx SMI instruments used in internal testing and other development activities. Depreciation and amortization expense related to property and equipment for the years ended December 31, 2021, 2020 and 2019 totaled approximately $5.9 million, $5.7 million and $4.9 million, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term Debt Convertible Senior 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, accrued interest 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, 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 of $58.5 million, net of issuance costs of $1.9 million, was initially recorded in additional paid-in capital in the Company’s 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 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 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%. 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 $42.23 on the last trading day of the year, the if-converted values of the Convertible Notes did not exceed the outstanding principal balance as of December 31, 2021. All future principal payments related to the Convertible Notes are due in March 2025. The outstanding balance of the Company’s Convertible Notes consisted of the following at December 31 (in thousands): 2020 2021 As Reported ASU 2020-06 Adjustment As Adjusted Outstanding principal of Convertible Note $ 230,000 $ 230,000 $ — $ 230,000 Less: unamortized debt discounts and issuance costs (4,856) (57,297) 51,012 (6,285) Long-term debt, net $ 225,144 $ 172,703 $ 51,012 $ 223,715 The following table sets forth total interest expense recognized related to the Convertible Notes (in thousands): 2020 2021 As Reported ASU 2020-06 Adjustment As Adjusted Contractual interest expense $ 6,038 $ 4,897 $ — $ 4,897 Amortization of debt discount and issuance costs 1,429 8,650 (7,531) 1,119 Total interest expense $ 7,467 $ 13,547 $ (7,531) $ 6,016 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 Company borrowed a total of $80.0 million under the 2018 Term Loan.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. The termination was 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 2018 Term Loan 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 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 consolidated statements of operations. Total interest expense for the Company’s long-term debt was $7.5 million, $15.4 million and $8.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Collaboration Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Revenue Disclosure [Abstract] | |
Collaboration Agreements | Collaboration Agreements At the time of entering into collaboration agreements, the Company evaluates the appropriate presentation and classification of payments within its consolidated financial statements based on the nature of the arrangement, the nature of its business operations and the contractual terms of the arrangement. The Company has determined that amounts to be received from collaborators in connection with its collaboration agreements entered into through December 31, 2021 are related to revenue generating activities. For certain types of historical collaboration agreements in which the Company received up front payments, or milestone or contractual based payments, the Company used a contingency-adjusted proportional performance model to recognize revenue over the Company’s performance period for each collaboration agreement. Costs incurred to date compared to total expected costs are used to determine proportional performance, as this is considered to be representative of the delivery of outputs under the arrangement. Revenue recognized at any point in time is a factor of and limited to cash received and amounts contractually due. Changes in estimates of total expected costs are accounted for prospectively in the period of change. The Company recognizes revenue from collaboration agreements that do not include up front, milestone-based, or other contractual payments when earned, which is generally in the same period that related costs are incurred. Amounts due to collaboration partners are recognized when the related activities have occurred and are classified in the statement of operations, generally as research and development expense, based on the nature of the related activities. 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 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. The Company retains exclusive rights to obtain regulatory approval, manufacture and commercialize the Hyb & Seq products. Lam participates in research and product development through a joint steering committee. The Company will reimburse Lam for the cost of up to 10 full-time Lam employees each year in accordance with the product development plan. The Company recognized revenue related to the Lam agreement of $4.8 million and $16.3 million for the years ended December 31, 2020 and 2019, respectively. There was no revenue recognized related to the Lam agreement for the year ended December 31, 2021. The Company received development funding of $14.9 million related to the Lam collaboration for the year ended December 31, 2019. 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, Lam elected to 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. Celgene Corporation In March 2014, the Company entered into a collaboration agreement with Celgene Corporation (“Celgene”) to develop, seek regulatory approval for, and commercialize a companion diagnostic using the nCounter Analysis System to identify a subset of patients with Diffuse Large B-Cell Lymphoma. In February 2018, the Company and Celgene entered into an amendment to their collaboration agreement in which Celgene agreed to provide the Company additional funding for work intended to enable a subtype and prognostic indication for the test being developed under the agreement for Celgene’s drug REVLIMID. In connection with this amendment, the Company agreed to remove the right to receive payments from Celgene in the event commercial sales of the companion diagnostic test do not exceed certain pre-specified minimum annual revenues during the first three years following regulatory approval. In addition, the amendment allows Celgene, at its election, to use trial samples with additional technologies for companion diagnostics. Pursuant to its collaboration with Celgene, the Company had been developing an in vitro diagnostic test, LymphMark, as a potential companion diagnostic to aid in identifying patients with diffuse large B-cell lymphoma (DLBCL) for treatment. In April 2019, Celgene announced that the trial evaluating REVLIMID for the treatment of DLBCL did not meet its primary endpoint. In May 2019, the Company’s collaboration agreement with Celgene was terminated effective July 2019, resulting in the recognition of substantially all of the remaining deferred revenue from the agreement. The Company recognized revenue related to the Celgene agreement of $4.4 million for the year ended December 31, 2019. The Company received development funding of $1.1 million for the year ended December 31, 2019. |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock and Preferred Stock | Common Stock and Preferred Stock Public Offerings In March 2019, the Company completed an underwritten public offering of 3,175,000 shares of its common stock, including the exercise in full by the underwriters of their option to purchase 675,000 additional shares of common stock. An additional 2,000,000 shares were sold by a related party stockholder. The Company’s total gross proceeds were $73.0 million. The Company did not receive any proceeds from the sale of shares of common stock by the related party stockholder. After underwriter’s commissions and other expenses of the offering, the Company’s aggregate net proceeds were approximately $68.3 million. 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. Common Stock Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of other classes of stock outstanding. Preferred Stock Pursuant to the amended and restated certificate of incorporation filed by the Company immediately prior to the completion of its initial public offering, the Company’s board of directors is authorized to issue up to 15,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing change in the Company’s control or other corporate action. As of December 31, 2021, no shares of preferred stock were issued or outstanding, and the board of directors has not authorized or designated any rights, preferences, privileges and restrictions for any class of preferred stock. Warrants Prior to the Company’s initial public offering, warrants to purchase preferred stock were issued related to certain financing transactions. All preferred stock warrants were converted into warrants to purchase common stock upon the effectiveness of the initial public offering. In addition, the Company has issued common stock warrants to third parties in accordance with the provisions of certain debt and collaboration agreements. As of December 31, 2021, there were 470,510 common stock warrants outstanding with a weighted average exercise price of $24.70 per share and expiration dates in 2025. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 2004 Stock Option Plan and 2013 Equity Incentive Plan The Company’s 2004 Stock Option Plan, 2013 Equity Incentive Plan, and the 2018 Inducement Equity Incentive Plan (the “Plans”) authorize the grant of stock options, restricted stock units (“RSUs”) and other equity awards to employees, directors and consultants. As of December 31, 2021, there were 13,241,577 shares authorized under the Plans. The Company has also granted RSUs that include service or service and certain performance conditions, or performance stock units (“PSUs”). RSUs generally vest over service periods of 1-3 years at which time award recipients receive shares of common stock equivalent to the originally awarded number of RSUs. In the case of PSUs, the number of PSUs that vest will be contingent on satisfying the service period and also based on achievement of all or part of the required performance obligations. All stock options granted have a ten-year term and generally vest and become exercisable over four years of continued employment or service as defined in each option agreement. The Board of Directors determines the option exercise price and may designate stock options granted as either incentive or nonstatutory stock options. The Company generally grants stock options to employees with exercise prices equal to the estimated fair value of the Company’s common stock on the date of grant. Stock Option Activity A summary of the Company’s stock option activity under the Plans is as follows: Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2021 2,630,523 $ 15.68 5.84 $ 134,670 Canceled and forfeited (42,329) 14.88 Exercised (570,403) 11.35 Outstanding at December 31, 2021 2,017,791 $ 16.93 5.25 $ 51,105 December 31, 2021: Options vested and expected to vest 2,017,791 $ 16.93 5.25 $ 51,105 Options exercisable 1,716,159 $ 15.79 4.86 $ 5,730 The weighted-average grant-date fair value per share of options granted with exercise prices equal to the market price on the date of the grant were $18.89 and $12.99 for the years ended December 31, 2020 and 2019, respectively. The aggregate intrinsic value in the table above is calculated as the difference between the exercise price of the underlying options and the quoted price of the Company’s common stock for all options that were in-the-money at December 31, 2021. The aggregate intrinsic value of options exercised was $26.9 million during 2021, $39.9 million during 2020, and $19.9 million during 2019, determined as of the option exercise date. The fair value of options vested was $3.7 million, $4.2 million and $6.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. The following table summarizes information about the Company’s stock options outstanding at December 31, 2021: Outstanding Exercisable Exercise Price Number of Weighted- Number of Weighted- $1.92 – $12.56 381,265 4.99 362,291 4.93 $12.77 – $14.99 494,527 3.69 489,955 3.66 $15.21 – $18.55 238,237 3.43 228,621 3.29 $18.68 – $22.71 343,952 5.46 297,292 5.11 $23.00 – $72.33 559,810 7.46 338,000 7.37 2,017,791 1,716,159 Restricted Stock Unit (RSU) and Performance Stock Unit (PSU) Activity A summary of RSU and PSU activity under the Plans is as follows: Non-vested RSUs and PSUs Share Equivalent Weighted-Average Grant Date Fair Value Non-vested at January 1, 2021 1,604,722 $ 24.61 Changes during the year: Granted 544,292 65.76 Vested (694,168) 22.04 Forfeited (121,631) 40.22 Non-vested at December 31, 2021 1,333,215 $ 41.32 The fair value of the RSUs and PSUs is determined based on the closing price of the Company’s common stock on the date of grant. The fair value of vested RSUs and PSUs was $44.5 million, $12.5 million and $17.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. During 2021 and 2020, the Company modified certain performance conditions of its PSUs for approximately 10 employees in each year which were originally granted in 2020 and 2019. This modification resulted in incremental stock-based compensation expense of $3.0 million and $4.7 million for 2021 and 2020, respectively, recognized from the date of the modification over the remaining vesting period of the awards, adjusted for performance conditions and forfeitures. Stock-based compensation The following table sets forth stock-based compensation expense related to stock-based arrangements under the Plans as presented within the consolidated statement of operations for the years ended December 31 (in thousands): 2021 2020 2019 Cost of product and service revenue $ 1,870 $ 983 $ 786 Research and development 5,723 3,864 4,100 Selling, general and administrative 21,270 13,643 11,726 Total stock-based compensation expense $ 28,863 $ 18,490 $ 16,612 As of December 31, 2021, total unrecognized stock-based compensation cost related to non-vested options and RSUs was $32.2 million for awards with a service component and $4.5 million for awards with a service and performance component. This cost will be recognized on a straight-line basis over the weighted-average remaining service period of 1.94 years, for stock awards with a service component, and 1.26 years for stock awards with a service and performance component. The Company utilizes newly issued shares to satisfy option exercises. No tax benefit was recognized related to stock-based compensation cost since the Company has not reported taxable income to date and has established a full valuation allowance to offset all of the potential tax benefits associated with its deferred tax assets. Valuation assumptions The Company grants RSUs to employees, directors and consultants and PSUs to employees and values these awards based on the grant date fair value using the closing stock price of the Company’s shares on the date of the grant. Stock-based compensation expense is recognized based on awards ultimately expected to vest using actual forfeitures when incurred. The percentage achievement and vesting of PSU awards are contingent upon the achievement of predetermined tiered revenue performance goals. The Company assesses the probability of the awards expected to vest, based on the performance goals, and if probable, records compensation expense over the estimated service period. Updates to the expected probability are recorded cumulatively and remaining compensation expense, if any, is recognized over the remaining estimated service period. Prior to January 1, 2021, the company granted stock options to employees, directors and consultants. The fair value of each employee stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 2020 2019 Risk-free interest rates 0.54% — 1.69% 1.41% — 2.56% Expected term (years) 6.08 — 6.08 5.12 — 6.08 Expected dividend yield —% —% Expected volatility 53.0% — 59.6% 52.6% — 58.0% The risk-free interest rates are based on the implied yield currently available in U.S. Treasury securities at maturity with an equivalent term. For purposes of determining the expected term of the awards in the absence of sufficient historical data relating to stock-option exercises, the Company applies a simplified approach in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award. The Company has not declared or paid any dividends and does not currently expect to do so in the foreseeable future. Expected volatility is based on the historical cumulative volatility of the Company’s stock price. Employee Stock Purchase Plan The Company’s 2013 Employee Stock Purchase Plan (“ESPP”) provides eligible employees with an opportunity to purchase common stock from the Company and to pay for their purchases through payroll deductions. The ESPP has overlapping offering periods of approximately 12 months in length. The offering periods generally start with the first trading day on or after March 1 and September 1 of each year and end on the first trading day on or after March 1 and September 1 of the following year, approximately 12 months later. Within each offering period, shares are purchased each six months on an exercise date. An employee electing to participate in the ESPP (a “participant”) will be granted an option at the start of the offering period to purchase shares with contributions in any whole percentage ranging from 0% to 10% (or greater or lesser percentages or dollar amounts that the administrator determines) of the participant’s eligible compensation. The participant’s contributions will be accumulated and then used to purchase the Company’s shares on each exercise date. The purchase price on the exercise date will be 85% of the fair market value of the lesser of the Company’s share price on either the first trading day of the offering period or on the exercise date. During 2021, 2020 and 2019, shares issued under the ESPP were 64,809, 89,477 and 203,464, respectively. The Company recorded share-based compensation expense for shares issued from the ESPP of $1.3 million, $0.9 million and $0.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. A total of 1,923,397 shares of common stock have been reserved for issuance under the ESPP, of which 752,884 shares were available for issuance as of December 31, 2021. |
Defined Contribution Retirement
Defined Contribution Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Retirement Plan | Defined Contribution Retirement PlanThe Company maintains a 401(k) defined contribution retirement plan covering substantially all of its employees. The plan provides for matching and discretionary contributions by the Company. Contributions were $2.0 million, $1.7 million and $1.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes for the years ended December 31 consisted of the following (in thousands): 2021 2020 2019 Domestic $ (116,178) $ (111,101) $ (41,720) Foreign 1,091 1,276 1,293 Loss before income taxes $ (115,087) $ (109,825) $ (40,427) Significant components of our provision for income taxes for the years ended December 31 are as follows (in thousands): 2021 2020 2019 Current: Domestic $ — $ — $ — Foreign 167 253 269 Total provision for income taxes $ 167 $ 253 $ 269 A reconciliation of the federal statutory income tax rate to the effective income tax rate for the years ended December 31 are as follows (in thousands): 2021 2020 2019 Income tax provision at federal statutory rate $ (24,168) $ (23,063) $ (8,490) Tax on repatriated foreign earnings and other nondeductible items 580 348 403 Section 162(m) limitations 5,824 5,044 1,438 Change in tax credits (2,514) 3,123 (3,738) Change in valuation allowance 36,550 21,766 17,842 Changes in federal and state tax rates (110) 586 (4,058) Stock option exercise windfall (9,761) (7,683) (1,763) RTP and other true-ups (2,823) 2,461 (485) State and foreign tax, and other (3,411) (2,329) (880) Total provision for income taxes $ 167 $ 253 $ 269 At December 31, 2021, for income tax return purposes the Company has gross federal and state NOL carryforwards totaling $749.6 million and tax credit carryforwards of $12.7 million. The gross federal NOL carryforwards generated during and after fiscal 2018 totaling $320.1 million are carried forward indefinitely, while all others, if not utilized, will expire beginning in 2025 through 2037. The research and development credit carryforwards generated prior to 2018 will expire beginning in 2028. The carryforwards may be subject to limitations under the Internal Revenue Code and applicable state tax law. The Company does not expect to utilize any of its net operating loss and tax credit carryforwards in the near term. The Company may have already experienced one or more ownership changes. Depending on the timing of any future utilization of its carryforwards, the Company may be limited as to the amount that can be utilized each year as a result of such previous ownership changes. However, the Company does not believe such limitations will cause its carryforwards to expire unutilized. Future changes in the Company’s stock ownership as well as other changes that may be outside the Company’s control could potentially result in further limitations on the Company’s ability to utilize its net operating loss and tax credit carryforwards. The effect of temporary differences and carryforwards that give rise to deferred tax assets and liabilities for the years ended December 31 were as follows (in thousands): 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 131,971 $ 100,927 Research and development tax credit carryforwards 12,028 9,513 Operating lease liability 6,423 6,962 Stock-based compensation 6,287 5,221 Foreign tax credit carryforwards 659 648 Accruals and other 10,139 8,138 Total deferred tax assets before allowance 167,507 131,409 Less: Valuation allowance (162,817) (114,335) Deferred tax assets, net 4,690 17,074 Deferred tax liabilities: Right of use asset and other (4,690) (5,029) Debt discount (equity component) — (12,045) Deferred tax liability (4,690) (17,074) Net deferred tax assets and liabilities $ — $ — Certain of the amounts in the income tax rate table and deferred tax assets tables above reflect reclassifications of prior year items to conform to the current year presentation. The Company has recorded a full valuation allowance related to its deferred tax assets due to the uncertainty of the ultimate realization of the future benefits from those assets. The table below summarizes changes in the deferred tax asset valuation allowance for the years ended December 31 (in thousands): 2021 2020 2019 Balance at beginning of year $ 114,335 $ 106,438 $ 88,596 Impact of adoption of ASU 2020-06 on debt discount (equity component) deferred tax liability 11,932 — — Charged to costs and expenses 36,440 8,483 13,784 Impact of change in tax rate 110 (586) 4,058 Balance at end of year $ 162,817 $ 114,335 $ 106,438 The total balance of unrecognized gross tax benefits for the years ended December 31, resulting from research and development tax credits claimed on the Company’s annual tax return was as follows (in thousands): 2021 2020 2019 Unrecognized tax benefits at beginning of year $ 9,171 $ 4,212 $ 2,830 Additions based on current year tax positions 838 4,959 1,382 Unrecognized tax benefits at end of year $ 10,009 $ 9,171 $ 4,212 The Company classifies applicable interest and penalties on amounts due to tax authorities as a component of the provision for income taxes. The amount of accrued interest and penalties recorded in 2021, 2020 or 2019 was not significant. The Company does not anticipate that the amount of its existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. Due to the presence of net operating loss carryforwards in most jurisdictions, the Company’s tax years remain open for examination by U.S. taxing authorities back to 2004. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. The 10x Genomics-Prognosys Litigation On May 6, 2021, 10x Genomics, Inc. and Prognosys Biosciences, Inc. (“Prognosys”) filed a complaint, and on May 19, 2021, an amended complaint, against the Company in the U.S. District Court for the District of Delaware. The amended 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 GeoMx Products”), infringe seven 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”, (e) U.S. Patent No. 10,966,219,“Spatially encoded biological assays”, (f) U.S. Patent No. 11,001,878, “Spatially encoded biological assays,” and (g) U.S. Patent No. 11,008,607, “Spatially encoded biological assays” (the “Asserted GeoMx Patents”). The amended 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 GeoMx Patents through their use of the Identified GeoMx Products. The Company has evaluated the plaintiffs’ claims and does not believe that its activities infringe any patent rights held by the plaintiffs. On November 17, 2021, the Court granted the Company’s motion to dismiss the plaintiffs’ claims of pre-suit indirect infringement and willful infringement with leave to amend the complaint. Discovery is in progress. A trial is scheduled for June 2023. The Company intends to vigorously defend itself in this ongoing litigation. 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 10x Genomics-Harvard Litigation On February 28, 2022, 10x Genomics, Inc. and President and Fellows of Harvard College (“Harvard”) 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 CosMx SMI system (the “Identified CosMx Products”), infringe two patents owned by Harvard: (a) U.S. Patent No. 10,227,639, “Compositions and Methods for Analyte Detection”, and (b) U.S. Patent No. 11,021,737, “Compositions and Methods for Analyte Detection,” (the “Asserted Harvard Patents”). The complaint seeks, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to the Company’s making, using, selling, offering to sell, exporting and/or importing in the United States the Identified CosMx 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. Contingencies 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. Purchase Commitments At December 31, 2021 the Company has non-cancellable purchase obligations of $54.9 million related to binding commitments to purchase inventory and other research and development items, $43.8 million of which is due within the next 12 months. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per ShareNet 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 common stock 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 common stock participating securities as of December 31 were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive (in thousands): 2021 2020 2019 Options to purchase common stock 2,271 3,379 4,610 Restricted stock units 1,344 1,574 1,681 Common stock warrants 471 508 1,116 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Accounting Principles and Principles of Consolidation | The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements reflect the accounts of the Company and its wholly-owned subsidiaries. Each of the subsidiaries operates as a sales and support office. The functional currency of each subsidiary is the U.S. dollar. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and that affect the reported amounts of revenue and expenditures during the reporting period. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include the estimation of stand-alone selling prices for its products and services, the estimation of the valuation of inventory, the estimates used in the valuation allowance for deferred tax assets and uncertain tax positions, and estimates used in certain of the inputs and calculations associated with stock-based compensation. |
Cash and Cash Equivalents | The Company considers all highly-liquid investments with purchased maturities of three months or less to be cash equivalents. The Company’s cash equivalents consist principally of funds maintained in depository accounts. The Company invests its cash and cash equivalents with major financial institutions; at times these investments exceed federally insured limits. |
Investments | The Company classifies its debt securities as available-for-sale, which are reported at estimated fair value with unrealized gains and losses included in accumulated other comprehensive loss in stockholders’ equity. Realized gains, realized losses and allowance for estimated credit losses are included in other expense, net. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. Amortization of premiums and accretion of discounts are included in other expense, net. Interest and dividends earned on all securities are included in other expense, net. Investments in debt securities with maturities of less than one year, or where management’s intent is to use the investments to fund current operations, or to make them available for current operations, are classified as short-term investments. Investments are presented net of an allowance for expected credit losses that are remeasured each period and any impairment recognized as an expense. The Company has considered all information and factors and noted no indicators that a credit loss exists as of December 31, 2021. The Company has not experienced any significant investment credit losses to date. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable are stated net of an allowance for credit losses. The Company uses available information over the life of the receivables including analysis of past credit losses, recoveries of past credit losses, management’s expectations of future economic positions, as well as market conditions and other extenuating factors to support the allowance estimate. |
Concentration of Credit 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.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 certain sole suppliers. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect operating results. |
Fair value of financial instruments | The recorded amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Investments that are classified as available-for-sale are recorded at fair value. The fair value for investment securities held and for convertible senior notes are determined using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. |
Inventory | Inventory consists of finished goods, raw materials, including certain intermediate manufactured items, and certain component parts to be used in manufacturing or servicing the Company’s products. Inventory is stated at the lower of cost or net realizable value. Cost is determined using a standard cost system, whereby the standard costs are updated periodically to reflect current costs and market represents the lower of cost or market (replacement cost or estimated net realizable value). The Company’s policy is to establish inventory reserves when conditions exist that suggest that inventory may be in excess of anticipated demand, obsolete, slow moving or impaired. In the event that the Company identifies these conditions exist in its inventory, its carrying value is reduced to its net realizable value.The Company outsources the manufacturing of its instruments to third-party contract manufacturers who manufacture them to certain specifications and source certain raw materials from sole source providers. Major delays in shipments, inferior quality, insufficient quantity or any combination of these or other factors may harm the Company’s business and results of operations. In addition, the inability of one or more of these suppliers to provide the Company with an adequate supply of its products or raw materials or the loss of one or more of these suppliers may cause a delay in the Company’s ability to fulfill orders while it obtains a replacement supplier and may harm the Company’s business and results of operations. |
Property and Equipment | Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. Expenditures for additions are capitalized and expenditures for maintenance and repairs are expensed as incurred. Gains and losses from the disposal of property and equipment are reflected in the consolidated statements of operations in the period of disposition. Useful Life Manufacturing equipment 5 years Prototype systems 2 years Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements Lessor of useful life or lease term |
Leases and Leasehold Improvements | The Company determines if an arrangement is a lease at inception of a contract. The Company’s leasing portfolio is comprised of operating and finance leases primarily for general office, manufacturing and research and development purposes. Operating and finance 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. Operating lease right-of-use assets are 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. The Company elected, as an accounting policy election, to use the short-term lease recognition exemption on all classes of assets. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease payments as an expense on a straight-line basis over the lease term. The Company has lease office agreements with lease and non-lease components, which are generally accounted for separately. For lease equipment agreements, the Company accounts for the lease and non-lease components as a single lease component. The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or any material restrictive covenants. |
Impairment of Long-Lived Assets | The Company recognizes impairment losses on long-lived assets when indicators of impairment are present and the anticipated undiscounted cash flows to be generated by those assets are less than the asset’s carrying values. During 2019, as a result of its sale of a business to Veracyte, the Company impaired certain leased and loaner nCounter instruments with a carrying value of $1.1 million which no longer had future economic value to the Company. Other than the impairment resulting from the Veracyte transaction in 2019, the Company has not experienced material impairment losses on its long-lived assets during the periods presented. |
Debt, Policy | 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)” |
Segments | Operating segments are defined as components of an entity for which separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer, who manages the operations and evaluates the financial performance on a total Company basis. The Company’s principal operations and decision-making functions are located at its corporate headquarters in the United States and the Company operates as a single operating and reporting segment. |
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 its GeoMx DSP, and related consumables. Services consist of instrument service contracts for maintenance, repair and other support related to customer owned instruments, and also certain service fees for assay processing and data analysis and reporting. Revenue from instruments and consumables is recognized generally upon shipment to the end customer, which is when control of the product has been transferred to the customer. Performance obligations related to instrument sales are reviewed on a contract-by-contract basis, as individual contract terms may vary and revenue is recognized as performance obligations are satisfied. Performance obligations for consumable products are generally completed upon shipment to the customer. While the Company typically completes installation and training of its customers with field-based service personnel, these services can also be provided by distribution partners and other third parties. Instrument service contracts are sold with contract terms ranging from 12-36 months and cover periods after the end of the initial 12-month warranty. These contracts include services to maintain performance within the Company’s designed specifications and allow the customer to receive certain preventative maintenance service procedures during the contract term. Revenue from services to maintain designed specifications is considered a stand-ready obligation and recognized evenly over the contract term and service revenue related to preventative maintenance of instruments is recognized when the procedure is completed. Revenue from service fees for assay processing is recognized upon the rendering of the related performance obligation which is typically the delivery of data and analysis of the samples that have been processed. For arrangements with multiple performance obligations, the Company allocates the contract price in proportion to each performance obligation’s relative stand-alone selling price. The Company frequently sells bundles of systems and consumables, and in such instances uses its best estimate of selling price for its products based on historical stand alone sales or similar products. For service, the best estimate of selling price is based on historical stand-alone sales, as stand-alone sales data for services are more readily available. The Company reviews its stand-alone prices at least annually or more frequently if facts and circumstances significantly change. The Company generally recognizes expense related to the acquisition of contracts, such as sales commissions, at the time of revenue recognition, which is generally in the same period products are sold, and in the case of services, revenue is recognized as services are rendered or over the period of time covered by the service contract. The Company records commission expenses within selling, general and administrative expenses. Product and service revenues from sales to customers through distributors are recognized consistent with the policies and practices for direct sales to customers, as described above. |
Cost of Revenue | Cost of product revenue consists primarily of costs incurred in the production process, including costs of purchasing instruments from third-party contract manufacturers, consumable component materials and assembly labor and overhead, installation, and packaging and delivery costs. In addition, cost of product revenue includes royalty costs for licensed technologies included in the Company’s products, provisions for slow-moving and obsolete inventory and stock-based compensation expense. Cost of product revenue for instruments and consumables is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated statements of operations.Cost of service revenue consists primarily of field service technicians and the cost of providing repair and maintenance services, including parts used in performing those services for instruments covered under warranty and service contracts. In addition, cost of service revenue includes lab personnel labor and overhead, stock-based compensation and materials used in performing data analysis services. Cost of service revenue is recognized in the period the services are performed. |
Reserve for Product Warranties | The Company generally provides a one-year warranty on both its nCounter Analysis Systems and GeoMx DSP instruments, and establishes a reserve for future warranty costs based on historical product failure rates and actual warranty costs incurred. Warranty expense is recorded as a component of cost of service revenue in the consolidated statements of operations. Warranty reserves were $1.2 million and $1.0 million as of December 31, 2021 and 2020, respectively. |
Research and Development | Research and development expenses, consisting primarily of salaries and benefits, stock-based compensation expense, occupancy costs, laboratory supplies, contracted services, and consulting fees are expensed as incurred. |
Selling, General and Administrative | Selling expenses consist primarily of personnel related costs for sales and marketing, contracted services and service fees and are expensed as the related costs are incurred. Advertising costs are expensed as incurred and are included in sales and marketing expenses.General and administrative expenses consist primarily of personnel related costs for the Company’s finance, human resources, business development, legal, information technology and general management, as well as professional fees for legal, accounting and other consulting services. General and administrative expenses are expensed as they are incurred. |
Income Taxes | The Company accounts for income taxes under the liability method. Under the liability method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and income tax bases of assets and liabilities and are measured using the tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The Company determines whether a tax position is more likely than not to be sustained upon examination based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. |
Stock-Based Compensation | The Company accounts for stock-based compensation under the fair value method. Stock-based compensation costs related to restricted stock units (“RSUs”) and performance stock units (“PSUs”) which are granted by the Company are calculated using the grant-date fair value using the intrinsic method and for stock options granted in prior years, stock-based compensation was estimated using the Black-Scholes option pricing model. Stock-based compensation expense is recognized based on the number of awards ultimately expected to vest, using actual forfeitures when incurred. The Company uses the straight-line attribution method over the vesting period for recognizing compensation expense for awards with a service condition. For awards with service and performance conditions, the accelerated recognition method is used over the graded vesting schedules for the awards. |
Guarantees and Indemnifications | In the normal course of business, the Company guarantees and/or indemnifies other parties, including vendors, lessors and parties to transactions with the Company, with respect to certain matters. The Company has agreed to hold the other parties harmless against losses arising from breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. It is not possible to determine the maximum potential amount the Company could be required to pay under these indemnification agreements, since the Company has not had any prior indemnification claims, and each claim would be based upon the unique facts and circumstances of the claim and the particular provisions of each agreement. In the opinion of management, any such claims would not be expected to have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. The Company did not have any related liabilities recorded at December 31, 2021 and 2020. |
Comprehensive Loss | Comprehensive loss includes certain changes in equity that are excluded from net loss. Specifically, unrealized gains and losses on available-for-sale debt securities are included in comprehensive (income) loss. |
Recently Adopted Accounting Pronouncement and 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 adoption as of the beginning of the annual fiscal year. The Company adopted the standard, on a modified retrospective basis, on January 1, 2021, and as a result, has increased long-term debt and reduced equity by $58.5 million related to reclassification of the initial debt discount and debt issuance costs that were attributed to equity as determined by the initial accounting for the Convertible Notes. Additionally, the Company reduced its accumulated deficit by $7.5 million to reverse the cumulative impact of previously amortized debt discount costs through December 31, 2020. See to Note 9. Long-term Debt, Net for additional information. |
Fair Value Measurement | 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. |
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 common stock 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. |
Foreign Currency Transactions and Translations Policy | The functional currency of our foreign subsidiaries is the U.S. dollar. Accordingly, monetary balance sheet accounts are remeasured using exchange rates in effect at the balance sheet dates and non-monetary items are remeasured at historical exchange rates. Expenses are generally remeasured at the average exchange rates for the period. |
Internal Use Software, Policy | The Company capitalizes certain development costs incurred in connection with software development for internal-use 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 internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over the estimated useful life and are amortized as a component of depreciation and amortization within operating expenses in our consolidated statements of operations. Capitalized internal-use software development costs were $4.0 million as of December 31, 2021. Capitalized costs associated with the implementation of hosted third-party cloud computing arrangements are recorded as part of current and long-term other assets. Maintenance and training costs are expensed as incurred. Capitalized implementation costs for hosted third-party cloud computing arrangements are expensed on a straight-line basis over the term of the related hosting arrangement. Costs are recorded within the consolidated statements of operations based on the functional use of the software. Unamortized capitalized software implementation costs were $3.2 million as of December 31, 2021. |
Reclassification, Comparability Adjustment | Prior year amounts for cost of product and service revenue have been reclassified to reflect current year presentation. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 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. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 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): 2021 Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 31,467 $ 14,837 $ 9,312 $ 55,616 Consumables 50,421 16,216 5,209 71,846 Total product revenue 81,888 31,053 14,521 127,462 Service revenue 11,344 4,117 1,034 16,495 Total product and service revenue 93,232 35,170 15,555 143,957 Collaboration revenue 1,128 — — 1,128 Total revenue $ 94,360 $ 35,170 $ 15,555 $ 145,085 2020 Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 30,016 $ 11,134 $ 6,680 $ 47,830 Consumables 34,922 12,203 2,972 50,097 Total product revenue 64,938 23,337 9,652 97,927 Service revenue 8,977 3,560 980 13,517 Total product and service revenue 73,915 26,897 10,632 111,444 Collaboration revenue 5,872 — — 5,872 Total revenue $ 79,787 $ 26,897 $ 10,632 $ 117,316 2019 Americas Europe and Middle East Asia Pacific Total Product revenue: Instruments $ 18,578 $ 8,083 $ 4,413 $ 31,074 Consumables 37,983 19,085 3,936 61,004 Total product revenue 56,561 27,168 8,349 92,078 Service revenue 7,724 3,121 791 11,636 Total product and service revenue 64,285 30,289 9,140 103,714 Collaboration revenue 21,854 — — 21,854 Total revenue $ 86,139 $ 30,289 $ 9,140 $ 125,568 Total revenue in the United States was $91.0 million, $77.5 million and $83.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company’s long-lived assets are primarily located in the United States and not allocated to any specific geographic region. |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 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 December 31, 2021 Amortized cost Gross Gross Fair value Corporate debt securities $ 177,375 $ 3 $ (195) $ 177,183 U.S. government-related debt securities 33,134 2 (97) 33,039 Asset-backed securities 31,631 — (32) 31,599 Total available-for-sale debt securities $ 242,140 $ 5 $ (324) $ 241,821 Type of securities as of December 31, 2020 Amortized cost 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 at December 31 were as follows (in thousands): 2021 2020 Maturing in one year or less $ 174,534 $ 28,883 Maturing in one to three years 67,287 — Total available-for-sale debt securities $ 241,821 $ 28,883 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value | The following table summarizes investments that have been in a continuous unrealized loss position as of December 31, 2021 (in thousands). Less than 12 months 12 months or greater Total Fair Value Gross unrealized losses Fair Value Gross unrealized losses Fair Value Gross unrealized losses Corporate debt securities $ 28,720 $ (8) $ 49,347 $ (187) $ 78,067 $ (195) Government-related debt securities 10,074 (19) 17,940 (78) 28,014 (97) Asset Backed Securities 31,599 (32) — — 31,599 (32) Total $ 70,393 $ (59) $ 67,287 $ (265) $ 137,680 $ (324) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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): Type of securities as of December 31, 2021 Fair value measurement using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 98,247 $ — $ — $ 98,247 Short-term investments: Corporate debt securities — 177,183 — 177,183 U.S. government-related debt securities — 33,039 — 33,039 Asset-backed securities — 31,599 — 31,599 Total $ 98,247 $ 241,821 $ — $ 340,068 Type of securities as of December 31, 2020 Fair value measurement using: 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 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The following table provides the components of the Company’s lease cost (in thousands): 2021 2020 Operating lease cost $ 5,210 $ 5,354 Finance lease cost: Amortization of right-of-use assets 255 138 Interest on lease liabilities 23 16 Total lease cost $ 5,488 $ 5,508 Other information related to leases for the year ended December 31 were as follows (in thousands): 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,276 $ 6,140 Operating cash flows from finance leases 23 16 Financing cash flows from finance leases 236 135 Right-of-use assets obtained in exchange for operating lease liabilities $ 929 $ — Right-of-use assets obtained in exchange for finance lease liabilities 448 524 Operating Leases Weighted average remaining lease term (years) 4.9 5.8 Weighted average discount rate 7.0 % 7.1 % Financing Leases Weighted average remaining lease term (years) 1.8 2.4 Weighted average discount rate 4.3 % 4.8 % |
Summary of Operating Lease Payments | Future minimum lease payments under the lease agreements as of December 31, 2021 were as follows (in thousands): Finance Operating 2022 $ 353 $ 6,537 2023 223 6,739 2024 113 6,890 2025 — 7,079 2026 — 2,025 Thereafter — 2,315 Total future minimum lease payments 689 31,585 Less: imputed interest (30) (5,002) Total $ 659 $ 26,583 |
Summary of Finance Lease Payments | Future minimum lease payments under the lease agreements as of December 31, 2021 were as follows (in thousands): Finance Operating 2022 $ 353 $ 6,537 2023 223 6,739 2024 113 6,890 2025 — 7,079 2026 — 2,025 Thereafter — 2,315 Total future minimum lease payments 689 31,585 Less: imputed interest (30) (5,002) Total $ 659 $ 26,583 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following at December 31 (in thousands): 2021 2020 Raw materials $ 5,135 $ 4,286 Intermediate manufactured components 9,916 5,981 Finished goods 16,435 12,692 Total inventory, net $ 31,486 $ 22,959 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following at December 31 (in thousands): Useful Life 2021 2020 Manufacturing equipment 5 $ 19,067 $ 15,311 Prototype instruments 2 2,128 2,128 Computer equipment 3 5,597 3,860 Furniture and fixtures 5 1,927 1,990 Leasehold improvements Various 19,641 19,347 Construction in progress 7,143 1,233 Total property and equipment, gross 55,503 43,869 Less: Accumulated depreciation and amortization (28,460) (23,041) Total property and equipment, net $ 27,043 $ 20,828 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt and lease financing obligations | The outstanding balance of the Company’s Convertible Notes consisted of the following at December 31 (in thousands): 2020 2021 As Reported ASU 2020-06 Adjustment As Adjusted Outstanding principal of Convertible Note $ 230,000 $ 230,000 $ — $ 230,000 Less: unamortized debt discounts and issuance costs (4,856) (57,297) 51,012 (6,285) Long-term debt, net $ 225,144 $ 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): 2020 2021 As Reported ASU 2020-06 Adjustment As Adjusted Contractual interest expense $ 6,038 $ 4,897 $ — $ 4,897 Amortization of debt discount and issuance costs 1,429 8,650 (7,531) 1,119 Total interest expense $ 7,467 $ 13,547 $ (7,531) $ 6,016 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Activity and Related Information | A summary of the Company’s stock option activity under the Plans is as follows: Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2021 2,630,523 $ 15.68 5.84 $ 134,670 Canceled and forfeited (42,329) 14.88 Exercised (570,403) 11.35 Outstanding at December 31, 2021 2,017,791 $ 16.93 5.25 $ 51,105 December 31, 2021: Options vested and expected to vest 2,017,791 $ 16.93 5.25 $ 51,105 Options exercisable 1,716,159 $ 15.79 4.86 $ 5,730 |
Company's Options Outstanding | The following table summarizes information about the Company’s stock options outstanding at December 31, 2021: Outstanding Exercisable Exercise Price Number of Weighted- Number of Weighted- $1.92 – $12.56 381,265 4.99 362,291 4.93 $12.77 – $14.99 494,527 3.69 489,955 3.66 $15.21 – $18.55 238,237 3.43 228,621 3.29 $18.68 – $22.71 343,952 5.46 297,292 5.11 $23.00 – $72.33 559,810 7.46 338,000 7.37 2,017,791 1,716,159 |
Restricted Stock Units Award Activity | A summary of RSU and PSU activity under the Plans is as follows: Non-vested RSUs and PSUs Share Equivalent Weighted-Average Grant Date Fair Value Non-vested at January 1, 2021 1,604,722 $ 24.61 Changes during the year: Granted 544,292 65.76 Vested (694,168) 22.04 Forfeited (121,631) 40.22 Non-vested at December 31, 2021 1,333,215 $ 41.32 |
Stock Compensation Expense | The following table sets forth stock-based compensation expense related to stock-based arrangements under the Plans as presented within the consolidated statement of operations for the years ended December 31 (in thousands): 2021 2020 2019 Cost of product and service revenue $ 1,870 $ 983 $ 786 Research and development 5,723 3,864 4,100 Selling, general and administrative 21,270 13,643 11,726 Total stock-based compensation expense $ 28,863 $ 18,490 $ 16,612 |
Fair Value of Employee Option Grant | The fair value of each employee stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 2020 2019 Risk-free interest rates 0.54% — 1.69% 1.41% — 2.56% Expected term (years) 6.08 — 6.08 5.12 — 6.08 Expected dividend yield —% —% Expected volatility 53.0% — 59.6% 52.6% — 58.0% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Loss Before Income Taxes | Loss before income taxes for the years ended December 31 consisted of the following (in thousands): 2021 2020 2019 Domestic $ (116,178) $ (111,101) $ (41,720) Foreign 1,091 1,276 1,293 Loss before income taxes $ (115,087) $ (109,825) $ (40,427) |
Significant Components of our Provision for Income Taxes | Significant components of our provision for income taxes for the years ended December 31 are as follows (in thousands): 2021 2020 2019 Current: Domestic $ — $ — $ — Foreign 167 253 269 Total provision for income taxes $ 167 $ 253 $ 269 |
Income Tax Expense (Benefit) Differed from Amounts Computed by Applying Statutory Federal Income Tax Rate | A reconciliation of the federal statutory income tax rate to the effective income tax rate for the years ended December 31 are as follows (in thousands): 2021 2020 2019 Income tax provision at federal statutory rate $ (24,168) $ (23,063) $ (8,490) Tax on repatriated foreign earnings and other nondeductible items 580 348 403 Section 162(m) limitations 5,824 5,044 1,438 Change in tax credits (2,514) 3,123 (3,738) Change in valuation allowance 36,550 21,766 17,842 Changes in federal and state tax rates (110) 586 (4,058) Stock option exercise windfall (9,761) (7,683) (1,763) RTP and other true-ups (2,823) 2,461 (485) State and foreign tax, and other (3,411) (2,329) (880) Total provision for income taxes $ 167 $ 253 $ 269 |
Effect of Temporary Differences and Carryforwards | The effect of temporary differences and carryforwards that give rise to deferred tax assets and liabilities for the years ended December 31 were as follows (in thousands): 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 131,971 $ 100,927 Research and development tax credit carryforwards 12,028 9,513 Operating lease liability 6,423 6,962 Stock-based compensation 6,287 5,221 Foreign tax credit carryforwards 659 648 Accruals and other 10,139 8,138 Total deferred tax assets before allowance 167,507 131,409 Less: Valuation allowance (162,817) (114,335) Deferred tax assets, net 4,690 17,074 Deferred tax liabilities: Right of use asset and other (4,690) (5,029) Debt discount (equity component) — (12,045) Deferred tax liability (4,690) (17,074) Net deferred tax assets and liabilities $ — $ — |
Summary of Changes in Deferred Tax Asset Valuation Allowance | The table below summarizes changes in the deferred tax asset valuation allowance for the years ended December 31 (in thousands): 2021 2020 2019 Balance at beginning of year $ 114,335 $ 106,438 $ 88,596 Impact of adoption of ASU 2020-06 on debt discount (equity component) deferred tax liability 11,932 — — Charged to costs and expenses 36,440 8,483 13,784 Impact of change in tax rate 110 (586) 4,058 Balance at end of year $ 162,817 $ 114,335 $ 106,438 |
Total Balance of Unrecognized Gross Tax Benefits Resulting from R&D Credits Claimed | The total balance of unrecognized gross tax benefits for the years ended December 31, resulting from research and development tax credits claimed on the Company’s annual tax return was as follows (in thousands): 2021 2020 2019 Unrecognized tax benefits at beginning of year $ 9,171 $ 4,212 $ 2,830 Additions based on current year tax positions 838 4,959 1,382 Unrecognized tax benefits at end of year $ 10,009 $ 9,171 $ 4,212 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Shares Excluded from Computation of Diluted Net Loss Per Share | The following common stock participating securities as of December 31 were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive (in thousands): 2021 2020 2019 Options to purchase common stock 2,271 3,379 4,610 Restricted stock units 1,344 1,574 1,681 Common stock warrants 471 508 1,116 |
Description of the Business Nar
Description of the Business Narrative (Details) | 12 Months Ended |
Dec. 31, 2021platform | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of platforms | 2 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | Dec. 31, 2018 | |
Significant Accounting Policies [Line Items] | |||||
Inventory reserves | $ 6,500,000 | $ 5,000,000 | |||
Impairment of intangible assets, finite lived | 0 | $ 0 | |||
Warranty reserve | 1,200,000 | 1,000,000 | |||
Advertising costs | 4,800,000 | 3,400,000 | 5,700,000 | ||
Guarantees and indemnifications liabilities | $ 0 | 0 | |||
Product warranty accrual period | 1 year | ||||
Standard warranty period | 12 months | ||||
Capitalized Computer Software, Gross | $ 3,200,000 | ||||
Stockholders' Equity Attributable to Parent | (176,962,000) | (306,948,000) | (104,151,000) | $ (36,869,000) | |
Accumulated deficit | (649,753,000) | (542,030,000) | |||
Additional Paid-in Capital | |||||
Significant Accounting Policies [Line Items] | |||||
Stockholders' Equity Attributable to Parent | (827,028,000) | (848,891,000) | $ (535,954,000) | $ (428,162,000) | |
Cumulative Effect, Period of Adoption, Adjustment | |||||
Significant Accounting Policies [Line Items] | |||||
Stockholders' Equity Attributable to Parent | 51,012,000 | ||||
Accumulated deficit | $ 7,500,000 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | |||||
Significant Accounting Policies [Line Items] | |||||
Stockholders' Equity Attributable to Parent | $ 58,543,000 | $ 58,500,000 | |||
Software Development | |||||
Significant Accounting Policies [Line Items] | |||||
Capitalized Computer Software, Gross | $ 4,000,000 | ||||
Convertible Senior Notes Due 2025 | Senior Notes | |||||
Significant Accounting Policies [Line Items] | |||||
Debt stated rate | 2.625% | ||||
Manufacturing equipment | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 5 years | ||||
Prototype Systems | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 2 years | ||||
Computer equipment | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 3 years | ||||
Furniture and fixtures | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 5 years | ||||
Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Extended warranty period | 12 months | ||||
Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Extended warranty period | 36 months | ||||
Sales Revenue, Net | Customer Concentration Risk | Lam Research Corporation | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 4.00% | 13.00% | |||
Veracyte | |||||
Significant Accounting Policies [Line Items] | |||||
Impairment of long-lived assets | $ 1,100,000 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | $ 145,085,000 | $ 117,316,000 | $ 125,568,000 |
Customer deposits | 1,278,000 | 1,631,000 | |
Contract Liabilities | 10,300,000 | 7,000,000 | |
Performance obligation satisfied in previous period | 12,800,000 | ||
Cash payments received from customers | 353,000 | 4,758,000 | 1,778,000 |
Contract assets | 0 | ||
Remaining performance obligation | $ 11,600,000 | ||
Revenue, Performance Obligation, Description of Payment Terms | 45 days | ||
Proceeds from Customers | $ 15,800,000 | ||
United States | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 91,000,000 | $ 77,500,000 | $ 83,900,000 |
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 | $ (3,000,000) |
Revenue from Contracts with C_4
Revenue from Contracts with Customers Schedule of Disaggregated Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | $ 145,085,000 | $ 117,316,000 | $ 125,568,000 |
Instruments | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 55,616,000 | 47,830,000 | 31,074,000 |
Consumables | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 71,846,000 | 50,097,000 | 61,004,000 |
Total product revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 127,462,000 | 97,927,000 | 92,078,000 |
Service revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 16,495,000 | 13,517,000 | 11,636,000 |
Total product and service revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 143,957,000 | 111,444,000 | 103,714,000 |
Collaboration | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 1,128,000 | 5,872,000 | 21,854,000 |
Americas | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 94,360,000 | 79,787,000 | 86,139,000 |
Americas | Instruments | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 31,467,000 | 30,016,000 | 18,578,000 |
Americas | Consumables | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 50,421,000 | 34,922,000 | 37,983,000 |
Americas | Total product revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 81,888,000 | 64,938,000 | 56,561,000 |
Americas | Service revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 11,344,000 | 8,977,000 | 7,724,000 |
Americas | Total product and service revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 93,232,000 | 73,915,000 | 64,285,000 |
Americas | Collaboration | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 1,128,000 | 5,872,000 | 21,854,000 |
Asia Pacific | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 15,555,000 | 10,632,000 | 9,140,000 |
Asia Pacific | Instruments | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 9,312,000 | 6,680,000 | 4,413,000 |
Asia Pacific | Consumables | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 5,209,000 | 2,972,000 | 3,936,000 |
Asia Pacific | Total product revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 14,521,000 | 9,652,000 | 8,349,000 |
Asia Pacific | Service revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 1,034,000 | 980,000 | 791,000 |
Asia Pacific | Total product and service revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 15,555,000 | 10,632,000 | 9,140,000 |
Asia Pacific | Collaboration | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 0 | 0 | 0 |
Europe and Middle East | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 35,170,000 | 26,897,000 | 30,289,000 |
Europe and Middle East | Instruments | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 14,837,000 | 11,134,000 | 8,083,000 |
Europe and Middle East | Consumables | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 16,216,000 | 12,203,000 | 19,085,000 |
Europe and Middle East | Total product revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 31,053,000 | 23,337,000 | 27,168,000 |
Europe and Middle East | Service revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 4,117,000 | 3,560,000 | 3,121,000 |
Europe and Middle East | Total product and service revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 35,170,000 | 26,897,000 | 30,289,000 |
Europe and Middle East | Collaboration | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 0 |
Short-term Investments - Availa
Short-term Investments - Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 242,140 | $ 28,800 |
Gross unrealized gains | 5 | 83 |
Gross unrealized losses | (324) | 0 |
Fair value | 241,821 | 28,883 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | 70,393 | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (59) | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer | 67,287 | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (265) | |
Debt Securities, Available-for-sale, Unrealized Loss Position | 137,680 | |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss | (324) | |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 177,375 | 22,338 |
Gross unrealized gains | 3 | 71 |
Gross unrealized losses | (195) | 0 |
Fair value | 177,183 | 22,409 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | 28,720 | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (8) | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer | 49,347 | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (187) | |
Debt Securities, Available-for-sale, Unrealized Loss Position | 78,067 | |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss | (195) | |
U.S. government-related debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 33,134 | 5,000 |
Gross unrealized gains | 2 | 3 |
Gross unrealized losses | (97) | 0 |
Fair value | 33,039 | 5,003 |
Asset-backed Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 31,631 | 1,462 |
Gross unrealized gains | 0 | 9 |
Gross unrealized losses | (32) | 0 |
Fair value | 31,599 | $ 1,471 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | 31,599 | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (32) | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer | 0 | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 0 | |
Debt Securities, Available-for-sale, Unrealized Loss Position | 31,599 | |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss | (32) | |
US Government Debt Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | 10,074 | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (19) | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer | 17,940 | |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (78) | |
Debt Securities, Available-for-sale, Unrealized Loss Position | 28,014 | |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss | $ (97) |
Short-term Investments - Fair V
Short-term Investments - Fair Values of Available-for-Sale Securities by Contractual Maturity (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Maturing in one year or less | $ 174,534 | $ 28,883 |
Maturing in one to three years | 67,287 | 0 |
Total available-for-sale debt securities | $ 241,821 | $ 28,883 |
Fair Value Measurements - Compa
Fair Value Measurements - Company's Available-for-Sale Securities by Level within Fair Value Hierarchy (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short term investments | $ 241,821 | $ 28,883 |
Total | 340,068 | 429,640 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short term investments | 177,183 | 22,409 |
U.S. government-related debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short term investments | 33,039 | 5,003 |
Asset-backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short term investments | 31,599 | 1,471 |
Financial Instruments, Owned, Mortgages, Mortgage-backed and Asset-backed Securities, at Fair Value | 31,599 | 1,471 |
Money market fund | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 98,247 | 400,757 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 98,247 | 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 | 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 | 98,247 | 400,757 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 241,821 | 28,883 |
Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short term investments | 177,183 | 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 | 33,039 | 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 | 31,599 | 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 | 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 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2021 | |
Convertible Senior Notes Due 2025 | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, fair value | $ 274.9 | |
Convertible Senior Notes Due 2025 | Senior Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, face amount | $ 230 | |
Term Loan Agreement | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Repayments of debt | $ 88.6 |
Sale of Business to Veracyte (D
Sale of Business to Veracyte (Details) - USD ($) $ in Thousands | Feb. 27, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Gain on sale of business, net | $ 0 | $ 0 | $ 48,871 | ||
Veracyte | |||||
Business Acquisition [Line Items] | |||||
Gain on sale of business, net | 48,900 | ||||
Veracyte | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 50,000 | ||||
Cash paid | $ 40,000 | ||||
Shares transferred | 376,732 | ||||
Value of shares transferred | 10.0 million | ||||
Milestone payments | $ 10,000 | ||||
Transaction costs | $ 1,100 |
Leases - (Details)
Leases - (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)ft²Lease | Dec. 31, 2020USD ($) | |
Leases [Abstract] | ||
Number of operating leases | Lease | 4 | |
Area under lease | ft² | 134,000 | |
Operating lease cost | $ 5,210 | $ 5,354 |
Amortization of right-of-use assets | 255 | 138 |
Interest on lease liabilities | 23 | 16 |
Total lease cost | $ 5,488 | $ 5,508 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost and Other Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ 6,276,000 | $ 6,140,000 | |
Operating cash flows from finance leases | 23,000 | 16,000 | |
Financing cash flows from finance leases | 236,000 | 135,000 | $ 0 |
Right-of-use assets obtained in exchange for operating lease liabilities | 929,000 | 0 | 28,060,000 |
Right-of-use assets obtained in exchange for finance lease liabilities | $ 448,000 | $ 524,000 | $ 0 |
Weighted average remaining lease term (years) | 4 years 10 months 24 days | 5 years 9 months 18 days | |
Weighted average discount rate | 7.00% | 7.10% | |
Weighted average remaining lease term (years) | 1 year 9 months 18 days | 2 years 4 months 24 days | |
Weighted average discount rate | 4.30% | 4.80% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finance Lease, Liability, Payment, Due [Abstract] | |
2021 | $ 353 |
2022 | 223 |
2023 | 113 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total future minimum lease payments | 689 |
Less: imputed interest | $ (30) |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Deferred revenue and other liabilities, net of current portion |
Total | $ 659 |
Operating Lease, Liability [Abstract] | |
2021 | 6,537 |
2022 | 6,739 |
2023 | 6,890 |
2024 | 7,079 |
2025 | 2,025 |
Thereafter | 2,315 |
Total future minimum lease payments | 31,585 |
Less: imputed interest | (5,002) |
Total | $ 26,583 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,135 | $ 4,286 |
Intermediate manufactured components | 9,916 | 5,981 |
Finished goods | 16,435 | 12,692 |
Inventory, net | $ 31,486 | $ 22,959 |
Property and Equipment - (Detai
Property and Equipment - (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 55,503 | $ 43,869 |
Less: Accumulated depreciation and amortization | (28,460) | (23,041) |
Total property and equipment, net | $ 27,043 | 20,828 |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 5 years | |
Property and equipment, gross | $ 19,067 | 15,311 |
Prototype instruments | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 2 years | |
Property and equipment, gross | $ 2,128 | 2,128 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Property and equipment, gross | $ 5,597 | 3,860 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 5 years | |
Property and equipment, gross | $ 1,927 | 1,990 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,641 | 19,347 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,143 | $ 1,233 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 5.9 | $ 5.7 | $ 4.9 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)day$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Nov. 30, 2018USD ($) | Oct. 31, 2018USD ($) | Jan. 31, 2018USD ($) | |
Line of Credit Facility [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Equity component of convertible notes, net | $ 58,543,000 | ||||||
Share price | $ / shares | $ 42.23 | ||||||
Interest expense | $ 7,500,000 | ||||||
Interest expense | 7,490,000 | 15,408,000 | $ 8,487,000 | ||||
Long-term Debt and Lease Obligation | 225,144,000 | 172,703,000 | |||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 4,856,000 | 57,297,000 | |||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||
Line of Credit Facility [Line Items] | |||||||
Unamortized Debt Issuance Expense | 51,012,000 | ||||||
Long-term Debt and Lease Obligation | 51,012,000 | ||||||
Term Loan Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Repayments of debt | $ 88,600,000 | ||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||
Proceeds from lines of credit | 80,000,000 | ||||||
Interest expense | $ 15,400,000 | $ 8,500,000 | |||||
Write off of deferred debt issuance cost | 6,600,000 | ||||||
Secured Revolving Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Extinguishment of debt, termination fee | 500,000 | ||||||
Convertible Senior Notes Due 2025 | |||||||
Line of Credit Facility [Line Items] | |||||||
Convertible debt, fair value | $ 169,500,000 | ||||||
Debt conversion, original debt interest rate | 9.35% | ||||||
Debt unamortized discount | $ 60,500,000 | ||||||
Debt issuance costs, net | 7,400,000 | ||||||
Equity component | 1,900,000 | ||||||
Liability component | $ 5,500,000 | ||||||
Debt term | 5 years | ||||||
Debt Instrument, Interest Rate During Period | 3.30% | 9.90% | |||||
Outstanding Principal Of Convertible Debt | $ 230,000,000 | $ 230,000,000 | |||||
Convertible Senior Notes Due 2025 | Senior Notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, face amount | 230,000,000 | ||||||
Debt stated rate | 2.625% | ||||||
Proceeds from issuance of debt | $ 222,600,000 | ||||||
Debt instrument conversion ratio | 20.9161 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Conversion price (in dollars per share) | $ / shares | $ 47.81 | ||||||
Threshold consecutive trading days | day | 30 | ||||||
Percentage of redemption fee | 100.00% | ||||||
Convertible Senior Notes Due 2025 | Senior Notes | Convertible Debt Triggering Event 1 | |||||||
Line of Credit Facility [Line Items] | |||||||
Threshold trading days | day | 20 | ||||||
Threshold consecutive trading days | day | 30 | ||||||
Percentage of stock price trigger | 130.00% | ||||||
Convertible Senior Notes Due 2025 | Senior Notes | Convertible Debt Triggering Event 2 | |||||||
Line of Credit Facility [Line Items] | |||||||
Threshold trading days | day | 5 | ||||||
Threshold consecutive trading days | day | 5 | ||||||
Percentage of stock price trigger | 98.00% | ||||||
Revolving Credit Facility | Secured Revolving Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | $ 15,000,000 |
Long-Term Debt - Long-term debt
Long-Term Debt - Long-term debt and lease financing obligations (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 4,856,000 | $ 57,297,000 |
Long-term debt, net | 225,144,000 | 172,703,000 |
Cumulative Effect, Period of Adoption, Adjustment | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | 51,012,000 | |
Unamortized Debt Issuance Expense | 51,012,000 | |
Cumulative Effect, Period of Adoption, Adjusted Balance | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | 223,715,000 | |
Unamortized Debt Issuance Expense | (6,285,000) | |
Convertible Senior Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Outstanding Principal Of Convertible Debt | $ 230,000,000 | 230,000,000 |
Convertible Senior Notes Due 2025 | Cumulative Effect, Period of Adoption, Adjusted Balance | ||
Debt Instrument [Line Items] | ||
Outstanding Principal Of Convertible Debt | $ 230,000,000 |
Long-Term Debt - Schedule of In
Long-Term Debt - Schedule of Interest Expense (Details) - Convertible Senior Notes Due 2025 - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 6,038,000 | $ 4,897,000 |
Amortization of debt discount and issuance costs | 1,429,000 | 8,650,000 |
Total interest expense | $ 7,467,000 | 13,547,000 |
Cumulative Effect, Period of Adoption, Adjustment | ||
Debt Instrument [Line Items] | ||
Amortization of debt discount and issuance costs | (7,531,000) | |
Cumulative Effect, Period of Adoption, Adjusted Balance | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 4,897,000 | |
Amortization of debt discount and issuance costs | 1,119,000 | |
Total interest expense | $ 6,016,000 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2020shares | Aug. 31, 2017USD ($)employee | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaboration | $ 145,085 | $ 117,316 | $ 125,568 | ||
Celgene Corporation | Collaborative Arrangement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from Collaborators | 1,100 | ||||
Collaboration | 4,400 | ||||
Lam Research Corporation | Collaborative Arrangement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from Collaborators | 14,900 | ||||
Collaboration | $ 0 | $ 4,800 | $ 16,300 | ||
Maximum Amount Of Royalties Payable, Ratio To License And Service Revenue | 3 | ||||
Reimbursement Of Counterparty Costs, Maximum Number Of Employees | employee | 10 | ||||
Class Of Warrant Or Right, Number Of Warrants Or Rights Exercised | shares | 1,000,000 | ||||
Lam Research Corporation | Collaborative Arrangement | Maximum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaboration | $ 50,000 | ||||
Class of Warrant or Right, Outstanding | shares | 407,247 |
Common Stock and Preferred St_2
Common Stock and Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of common stock, net | $ 0 | $ 215,765 | $ 68,273 | ||
Common Stock, Voting Rights | one | ||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | |||
Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Class of Warrant or Right, Outstanding | 470,510 | ||||
Exercise price of warrants (in dollars per share) | $ 24.70 | ||||
Overallotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 750,000 | 675,000 | |||
Selling Stockholder | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 2,000,000 | ||||
Public Stock Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 3,175,000 | ||||
Sale Of Stock, Gross Consideration Received On Transaction | $ 73,000 | ||||
Proceeds from underwritten public offering after fees and commissions | $ 215,800 | $ 68,300 | |||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 5,750,000 | ||||
Sale Of Stock, Gross Consideration Received On Transaction | $ 230,000 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2013 | Dec. 31, 2021USD ($)employeeshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant date fair value per share (in dollars per share) | $ / shares | $ 18.89 | $ 12.99 | ||
Aggregate intrinsic value for options exercised | $ 26,900,000 | $ 39,900,000 | $ 19,900,000 | |
Fair value of options vested | 3,700,000 | 4,200,000 | 6,300,000 | |
Tax benefit recognized related to share-based compensation cost | 0 | |||
Total share-based compensation expense | 30,173,000 | 19,374,000 | 17,458,000 | |
Share-based Payment Arrangement, Plan Modification, Incremental Cost | $ 3,000,000 | 4,700,000 | ||
Share-based Payment Arrangement, Plan Modification, Number of Grantees Affected | employee | 10 | |||
2004 Stock Option Plan and 2013 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized under the Plans (in shares) | shares | 13,241,577 | |||
Stock options grant period, years | 10 years | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total value of shares vested | $ 44,500,000 | $ 12,500,000 | $ 17,600,000 | |
Shares vested (in shares) | shares | 694,168 | |||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Length of offering period, in months | 12 months | |||
Length of purchase periods, in months | 6 months | |||
Purchase price percentage of fair market value of shares | 85.00% | |||
Shares issued (in shares) | shares | 64,809 | 89,477 | 203,464 | |
Total share-based compensation expense | $ 1,300,000 | $ 900,000 | $ 800,000 | |
Common stock reserved for issuance (in shares) | shares | 1,923,397 | |||
Share available for grant (in shares) | shares | 752,884 | |||
ESPP | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contribution percentage of purchase shares on participants eligible compensation | 0.00% | |||
ESPP | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contribution percentage of purchase shares on participants eligible compensation | 10.00% | |||
Service component | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 32,200,000 | |||
Unrecognized compensation cost, weighted-average recognized period | 1 year 11 months 8 days | |||
Service and Performance components | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 4,500,000 | |||
Unrecognized compensation cost, weighted-average recognized period | 1 year 3 months 3 days | |||
Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options vesting period and exercisable period, years | 4 years |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity and Related Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at December 31, 2015 (in shares) | 2,630,523 | |
Canceled and forfeited (in shares) | (42,329) | |
Exercised (in shares) | (570,403) | |
Outstanding at December 31, 2016 (in shares) | 2,017,791 | 2,630,523 |
Options vested and expected to vest at December 31, 2016 (in shares) | 2,017,791 | |
Options exercisable at December 31, 2016 (in shares) | 1,716,159 | |
Weighted- average exercise price per share | ||
Outstanding at December 31, 2015 (in dollars per share) | $ 15.68 | |
Canceled and forfeited (in dollars per share) | 14.88 | |
Exercised (in dollars per share) | 11.35 | |
Outstanding at December 31, 2016 (in dollars per share) | 16.93 | $ 15.68 |
Options vested and expected to vest at December 31, 2016 (in dollars per share) | 16.93 | |
Options exercisable at December 31, 2016 (in dollars per share) | $ 15.79 | |
Weighted- average remaining contractual term (in years) | ||
Outstanding | 5 years 3 months | 5 years 10 months 2 days |
Options vested and expected to vest as December 31, 2016 | 5 years 3 months | |
Options exercisable at December 31, 2016 | 4 years 10 months 9 days | |
Aggregate intrinsic value (in thousands) | ||
Outstanding | $ 51,105 | $ 134,670 |
Options vested and expected to vest at December 31, 2016 | 51,105 | |
Options exercisable at December 31, 2016 | $ 5,730 |
Stock-based Compensation - Comp
Stock-based Compensation - Company's Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding - Number of Shares (in shares) | 2,017,791 |
Options Exercisable - Number of Shares (in shares) | 1,716,159 |
$1.92 – $12.56 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding - Number of Shares (in shares) | 381,265 |
Options Outstanding -Weighted- Average Remaining Contractual Life in Years | 4 years 11 months 26 days |
Options Exercisable - Number of Shares (in shares) | 362,291 |
Options Exercisable - Weighted- Average Remaining Contractual Life in Years | 4 years 11 months 4 days |
$1.92 – $12.56 | Minimum | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Maximum (in dollars per share) | $ / shares | $ 1.92 |
$1.92 – $12.56 | Maximum | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Maximum (in dollars per share) | $ / shares | $ 12.56 |
$12.77 – $14.99 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding - Number of Shares (in shares) | 494,527 |
Options Outstanding -Weighted- Average Remaining Contractual Life in Years | 3 years 8 months 8 days |
Options Exercisable - Number of Shares (in shares) | 489,955 |
Options Exercisable - Weighted- Average Remaining Contractual Life in Years | 3 years 7 months 28 days |
$12.77 – $14.99 | Minimum | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Maximum (in dollars per share) | $ / shares | $ 12.77 |
$12.77 – $14.99 | Maximum | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Maximum (in dollars per share) | $ / shares | $ 14.99 |
$15.21 – $18.55 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding - Number of Shares (in shares) | 238,237 |
Options Outstanding -Weighted- Average Remaining Contractual Life in Years | 3 years 5 months 4 days |
Options Exercisable - Number of Shares (in shares) | 228,621 |
Options Exercisable - Weighted- Average Remaining Contractual Life in Years | 3 years 3 months 14 days |
$15.21 – $18.55 | Minimum | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Maximum (in dollars per share) | $ / shares | $ 15.21 |
$15.21 – $18.55 | Maximum | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Maximum (in dollars per share) | $ / shares | $ 18.55 |
$18.68 – $22.71 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding - Number of Shares (in shares) | 343,952 |
Options Outstanding -Weighted- Average Remaining Contractual Life in Years | 5 years 5 months 15 days |
Options Exercisable - Number of Shares (in shares) | 297,292 |
Options Exercisable - Weighted- Average Remaining Contractual Life in Years | 5 years 1 month 9 days |
$18.68 – $22.71 | Minimum | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Maximum (in dollars per share) | $ / shares | $ 18.68 |
$18.68 – $22.71 | Maximum | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Maximum (in dollars per share) | $ / shares | $ 22.71 |
$23.00 – $72.33 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding - Number of Shares (in shares) | 559,810 |
Options Outstanding -Weighted- Average Remaining Contractual Life in Years | 7 years 5 months 15 days |
Options Exercisable - Number of Shares (in shares) | 338,000 |
Options Exercisable - Weighted- Average Remaining Contractual Life in Years | 7 years 4 months 13 days |
$23.00 – $72.33 | Minimum | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Maximum (in dollars per share) | $ / shares | $ 23 |
$23.00 – $72.33 | Maximum | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Maximum (in dollars per share) | $ / shares | $ 72.33 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units (RSUs) Activity (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested at December 31, 2015 (in shares) | shares | 1,604,722 |
Granted (in shares) | shares | 544,292 |
Vested (in shares) | shares | (694,168) |
Forfeited (in shares) | shares | (121,631) |
Non-vested at December 31, 2016 (in shares) | shares | 1,333,215 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Non-vested at December 31, 2015 (in dollars per share) | $ / shares | $ 24.61 |
Granted (in dollars per share) | $ / shares | 65.76 |
Vested (in dollars per share) | $ / shares | 22.04 |
Forfeited (in dollars per share) | $ / shares | 40.22 |
Non-vested at December 31, 2016 (in dollars per share) | $ / shares | $ 41.32 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 28,863 | $ 18,490 | $ 16,612 |
Cost of product and service revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 1,870 | 983 | 786 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 5,723 | 3,864 | 4,100 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 21,270 | $ 13,643 | $ 11,726 |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value of Employee Option Grant (Detail) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 53.00% | 52.60% |
Risk-free interest rates | 0.54% | 1.41% |
Expected term (years) | 6 years 29 days | 5 years 1 month 13 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 59.60% | 58.00% |
Risk-free interest rates | 1.69% | 2.56% |
Expected term (years) | 6 years 29 days | 6 years 29 days |
Defined Contribution Retireme_2
Defined Contribution Retirement Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Contribution for retirement plan | $ 2 | $ 1.7 | $ 1.5 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (116,178) | $ (111,101) | $ (41,720) |
Foreign | 1,091 | 1,276 | 1,293 |
Net loss before provision for income taxes | $ (115,087) | $ (109,825) | $ (40,427) |
Income Taxes - Significant Comp
Income Taxes - Significant Components of our Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
Total provision for income taxes | $ 167 | $ 253 | $ 269 |
Changes in federal and state tax rates | (110) | 586 | (4,058) |
Geographic Distribution, Domestic [Member] | |||
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
Total provision for income taxes | 0 | 0 | 0 |
Geographic Distribution, Foreign [Member] | |||
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
Total provision for income taxes | $ 167 | $ 253 | $ 269 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes And Tax Related [Line Items] | |||
Changes in federal and state tax rates | $ (110) | $ 586 | $ (4,058) |
Accrued interest and penalties recorded | 0 | $ 0 | $ 0 |
Federal and State | |||
Income Taxes And Tax Related [Line Items] | |||
Net operating loss carryforwards | 749,600 | ||
Tax credit carryforwards | 12,700 | ||
Federal | |||
Income Taxes And Tax Related [Line Items] | |||
Net operating loss carryforwards | $ 320,100 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) Differed from Amounts Computed by Applying Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision at federal statutory rate | $ (24,168) | $ (23,063) | $ (8,490) |
Tax on repatriated foreign earnings and other nondeductible items | 580 | 348 | 403 |
Section 162(m) limitations | 5,824 | 5,044 | 1,438 |
Change in tax credits | (2,514) | 3,123 | (3,738) |
Change in valuation allowance | 36,550 | 21,766 | 17,842 |
Changes in federal and state tax rates | (110) | 586 | (4,058) |
Stock option exercise windfall | (9,761) | (7,683) | (1,763) |
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Amount | (2,823) | 2,461 | (485) |
State and foreign tax, and other | (3,411) | (2,329) | (880) |
Total provision for income taxes | $ 167 | $ 253 | $ 269 |
Income Taxes - Effect of Tempor
Income Taxes - Effect of Temporary Differences and Carryforwards (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||||
Net operating loss carryforwards | $ 131,971 | $ 100,927 | ||
Research and development tax credit carryforwards | 12,028 | 9,513 | ||
Deferred tax assets, deferred lease liability | 6,423 | 6,962 | ||
Stock-based compensation | 6,287 | 5,221 | ||
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 659 | 648 | ||
Accruals and other | 10,139 | 8,138 | ||
Total deferred tax assets before allowance | 167,507 | 131,409 | ||
Less: Valuation allowance | (162,817) | (114,335) | $ (106,438) | $ (88,596) |
Deferred tax assets, net | 4,690 | 17,074 | ||
Deferred Tax Liabilities, Leasing Arrangements | (4,690) | (5,029) | ||
DeferredTaxLiabilitiesDebtDiscount | 0 | (12,045) | ||
Deferred Tax Liabilities, Gross | (4,690) | (17,074) | ||
Deferred Tax Assets, Net | $ 0 | $ 0 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Deferred Tax Asset Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 114,335 | $ 106,438 | $ 88,596 |
Balance at End of Year | 162,817 | 114,335 | 106,438 |
Cumulative Effect, Period of Adoption, Adjustment | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 11,932 | ||
Balance at End of Year | 11,932 | ||
Valuation Allowance of Deferred Tax Assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Charged to Costs and Expenses | 36,440 | 8,483 | 13,784 |
Impact of change in tax rate | $ 110 | $ (586) | $ 4,058 |
Income Taxes - Total Balance of
Income Taxes - Total Balance of Unrecognized Gross Tax Benefits Resulting from R&D Credits Claimed (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at beginning of year | $ 9,171 | $ 4,212 | $ 2,830 |
Additions based on current year tax positions | 838 | 4,959 | 1,382 |
Unrecognized tax benefits at end of year | $ 10,009 | $ 9,171 | $ 4,212 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Non cancellable purchase obligations | $ 54.9 |
Purchase Obligation, to be Paid, Year One | $ 43.8 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 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) | 2,271 | 3,379 | 4,610 |
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) | 1,344 | 1,574 | 1,681 |
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 | 508 | 1,116 |