Business combinations | Business combinations Singular Bio In June 2019, we acquired 100% of the fully diluted equity of Singular Bio, a privately held company developing single molecule detection technology, for approximately $57.3 million , comprised of $53.9 million in the form of 2.5 million shares of our common stock and the remainder in cash. We granted approximately $90.0 million of restricted stock units ("RSU") under our 2015 Stock Incentive Plan as inducement awards to new employees who joined Invitae in connection with our acquisition of Singular Bio. $45.0 million of the RSUs are time-based and vest in three equal installments in December 2019, June 2020, and December 2020, subject to the employee's continued service with us ("Time-based RSUs") and $45.0 million of the RSUs are performance-based RSUs ("PRSUs") that vest upon the achievement of certain performance conditions. Since the number of awards granted is based on a 30-day volume weighted-average share price with a fixed dollar value, these Time-based RSUs and PRSUs are liability-classified and the fair value is estimated at each reporting period based on the number of shares that are expected to be issued at each reporting date and our closing stock price, which combined are categorized as Level 3 inputs. Therefore, fair value of the RSUs and PRSUs and the number of shares to be issued will not be fixed until the awards vest. During the three and six months ended June 30, 2020 , we recorded research and development stock-based compensation expense of $10.9 million and $18.5 million , respectively, related to the Time-based RSUs, and $18.9 million and $30.1 million , respectively, related to the PRSUs based on our evaluations of the probability of achieving performance conditions. As of June 30, 2020 , the Time-based RSUs and PRSUs had a total fair value of $48.6 million and $54.4 million , respectively, based on a total estimated issuance of 4.4 million shares and expectation of the achievement of the performance conditions. During the three and six months ended June 30, 2020 , 0.9 million of the Time-based RSUs and 0.6 million of the PRSUs vested with a total fair value of $26.8 million which was recorded in common stock issued or issuable pursuant to business combinations in the consolidated statements of stockholders' equity. Jungla In July 2019, we acquired 100% of the equity interest of Jungla, a privately held company developing a platform for molecular evidence testing in genes, for approximately $59.0 million , comprised of $44.9 million in the form of shares of our common stock and the remainder in cash. We agreed to pay a portion of the cash and issue approximately 0.2 million shares of our common stock after a 12-month period, subject to a hold back to satisfy indemnification obligations that may arise. We may be required to pay contingent consideration based on achievement of post-closing development milestones. As of the acquisition date, the fair value of this contingent consideration was $10.7 million including cash and common stock. The milestones are expected to be completed within two years . The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related milestones and the discount rate we used to estimate the fair value. Significant changes in any of the probabilities of success would result in a significant change in the fair value, which will be estimated at each reporting date with changes reflected as a general and administrative expense. As of June 30, 2020 , we had a stock payable liability related to our acquisition of Jungla of $6.0 million which represents the hold-back obligation to issue 0.2 million shares subject to indemnification claims that may arise. This liability is adjusted at each reporting period based on the fair value of our common stock, which is a Level 3 input, with the change recorded in other income (expense), net. During July 2020, the hold-back shares were remitted in full to the former owners of Jungla. Clear Genetics In November 2019, we acquired 100% of the equity interest of Clear Genetics, a developer of software for providing genetic services at scale, for approximately $50.1 million . Of the cash and stock purchase price consideration issued, $0.2 million of cash and approximately 0.4 million shares of our common stock were subject to a 12-month hold back to satisfy indemnification obligations that may arise, 0.1 million of which were released during the three months ended June 30, 2020. As of June 30, 2020 , we had a stock payable liability related to our acquisition of Clear Genetics of $8.5 million which represents the hold-back obligation to issue 0.3 million shares subject to indemnification claims that may arise. This liability is adjusted at each reporting period based on the fair value of our common stock, which is a Level 3 input, with the change recorded in other income (expense), net. Diploid In March 2020, we acquired 100% of the equity interest of Diploid, a developer of artificial intelligence software capable of diagnosing genetic disorders using sequencing data and patient information, for approximately $82.3 million in cash and shares of our common stock. Of the stock purchase price consideration issued, approximately 0.4 million shares are subject to a hold-back to satisfy indemnification obligations that may arise. We included the financial results of Diploid in our consolidated financial statements from the acquisition date, which were not material for the six months ended June 30, 2020 . The following table summarizes the purchase price recorded as a part of the acquisition of Diploid (in thousands): Purchase Price Cash transferred $ 32,323 Hold-back consideration - common stock 7,538 Common stock transferred 42,453 Total $ 82,314 Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by us. While we believe that our estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed through our acquisition of Diploid at the date of acquisition (in thousands): Cash $ 124 Accounts receivable 26 Developed technology 41,789 Total identifiable assets acquired 41,939 Accounts payable (30 ) Deferred tax liability (10,250 ) Net identifiable assets acquired 31,659 Goodwill 50,655 Total purchase price $ 82,314 Based on the guidance provided in ASC 805, Business Combinations , we accounted for the acquisition of Diploid as a business combination in which we determined that 1) Diploid was a business which combines inputs and processes to create outputs, and 2) substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. Our purchase price allocation for the acquisition is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available, primarily related to our deferred tax liability assumed in connection with the acquisition. Additional information that existed as of the acquisition date but at the time was unknown to us may become known to us during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. We measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill. The intangible asset acquired is developed technology related to Diploid's artificial intelligence technology platform. The fair value of the developed technology was estimated using an income approach with an estimated useful life of nine years . As of the acquisition date, we recorded a stock payable liability of $7.5 million to represent the hold-back obligation to issue 0.4 million shares subject to indemnification claims that may arise. This liability is adjusted at each reporting period based on the fair value of our common stock, which is a Level 3 input. As of June 30, 2020 , the value of this liability was $12.8 million with the change recorded in other income (expense), net. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Diploid resulted in the recognition of $50.7 million of goodwill which we believe relates primarily to expansion of the acquired technology to apply to new areas of genetic testing. Goodwill created as a result of the acquisition of Diploid is not deductible for tax purposes. In June 2020, we granted 0.2 million RSUs with a fair value of $3.6 million under our 2015 Stock Incentive Plan as inducement awards in connection with our acquisition of Diploid. These RSUs vest in two equal installments, in April 2021 and April 2022. The value of the awards was recognized as research and development stock-based compensation upon grant in June 2020 as there were no ongoing obligations required by the award recipients. Genelex and YouScript In April 2020, we acquired 100% of the equity interest of Genelex and YouScript to bring pharmacogenetic testing and integrated clinical decision support to Invitae. We acquired Genelex for approximately $13.2 million , primarily in shares of our common stock. Of the stock purchase price consideration issued, approximately 0.1 million shares are subject to a hold-back to satisfy indemnification obligations that may arise. We acquired YouScript for approximately $52.7 million , including cash consideration of $24.5 million and the remaining in shares of our common stock. Of the purchase price consideration for YouScript, approximately $1.4 million and 0.5 million shares of our common stock are subject to a hold-back to satisfy indemnification obligations that may arise. We included the financial results of Genelex and YouScript in our consolidated financial statements from the acquisition date, which were not material for the six months ended June 30, 2020. We recorded $0.9 million of transaction costs related to the acquisition of Genelex and YouScript as general and administrative expense during the six months ended June 30, 2020. We may be required to pay contingent consideration in the form of additional shares of our common stock in connection with the acquisition of Genelex if, within a specified period following the closing, we achieve a certain product milestone, in which case we would issue shares of our common stock with a value equal to a portion of the gross revenues actually received by us for a pharmacogenetic product reimbursed through certain payers during an earn out period of up to four years . As of the acquisition date, the fair value of this contingent consideration was $2.0 million in the form of shares of our common stock. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related milestone, the estimated revenues achieved for a pharmacogenetic product and the discount rate we used to estimate the fair value. Significant changes in any of the probabilities of success would result in a significant change in the fair value, which is estimated at each reporting date with changes reflected as general and administrative expense. As of June 30, 2020 , the fair value of the contingent consideration was $2.6 million . The following table summarizes the purchase prices recorded as a part of the acquisition of Genelex and YouScript (in thousands): Genelex YouScript Total Cash transferred $ 972 $ 24,462 $ 25,434 Hold-back consideration - cash — 1,385 1,385 Hold-back consideration - common stock 781 5,392 6,173 Contingent consideration 1,994 — 1,994 Common stock transferred 9,463 21,464 30,927 Total $ 13,210 $ 52,703 $ 65,913 Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by us. While we believe that our estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed through our acquisitions of Genelex and YouScript at the date of acquisition (in thousands): Genelex YouScript Total Cash $ 33 $ 24 $ 57 Accounts receivable 221 56 277 Prepaid expenses and other current assets — 70 70 Operating lease assets — 355 355 Developed technology 9,209 25,716 34,925 Total identifiable assets acquired 9,463 26,221 35,684 Current liabilities (320 ) (481 ) (801 ) Deferred tax liability — (2,600 ) (2,600 ) Other long-term liabilities — (163 ) (163 ) Net identifiable assets acquired 9,143 22,977 32,120 Goodwill 4,067 29,726 33,793 Total purchase price $ 13,210 $ 52,703 $ 65,913 Based on the guidance provided in ASC 805, Business Combinations , we accounted for the acquisitions of Genelex and YouScript as business combinations in which we determined that 1) Genelex and YouScript were businesses which combine inputs and processes to create outputs, and 2) substantially all of the fair value of gross assets acquired were not concentrated in a single identifiable asset or group of similar identifiable assets. Our purchase price allocation for the acquisitions is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available, primarily related to our deferred tax liability assumed. Additional information that existed as of the acquisition date but at the time was unknown to us may become known to us during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. We measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill. The intangible assets acquired are the developed technologies related to Genelex's and YouScript's technology platforms. The fair value of the developed technologies were estimated using an income approach with an estimated useful life of eight years . As of the acquisition date, we recorded stock payable liabilities of $6.2 million to represent the hold-back obligation to issue shares subject to indemnification claims that may arise. These liabilities are adjusted at each reporting period based on the fair value of our common stock, which is a Level 3 input. As of June 30, 2020 , the value of this liability was $16.0 million with the change recorded in other income (expense), net. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisitions of Genelex and YouScript resulted in the recognition of $33.8 million of goodwill which we believe relates primarily to future functionality and expansion of the acquired technologies. Of the goodwill recognized, $29.7 million related to the YouScript acquisition is not deductible for tax purposes. ArcherDX In June 2020, we entered into a definitive agreement with ArcherDX, a genomics analysis company democratizing precision oncology. Under the terms of the agreement, we will acquire ArcherDX for upfront consideration consisting of 30.0 million shares of Invitae common stock and $325.0 million in cash, plus up to an additional 27.0 million shares of Invitae common stock payable in connection with the achievement of certain milestones. The transaction is expected to close in several months from the signing of the definitive agreement, subject to customary closing conditions including approval by the stockholders of Invitae. In connection with the proposed transaction with ArcherDX, we have entered into a definitive agreement to sell $275.0 million in common stock in a private placement at a price of $16.85 per share. The private placement is expected to close concurrently with the proposed combination, subject to the satisfaction of customary closing conditions. The proceeds from the private placement are expected to be used to fund a portion of the cash consideration payable in the proposed merger with ArcherDX. In addition, we have entered into a debt commitment letter for up to a $200.0 million senior secured term loan facility, subject to completion of certain customary closing conditions. In connection with the credit facility, we will issue warrants to purchase 1.0 million shares of our common stock with an exercise price of $16.85 |