Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Invitae Corp | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | NVTA | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Entity Central Index Key | 0001501134 | |
Entity File Number | 001-36847 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 176,699,713 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Tax Identification Number | 27-1701898 | |
Entity Address, Address Line One | 1400 16th Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
City Area Code | 415 | |
Local Phone Number | 374-7782 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 106,436 | $ 151,389 |
Marketable securities | 254,848 | 240,436 |
Accounts receivable | 27,328 | 32,541 |
Prepaid expenses and other current assets | 26,492 | 18,032 |
Total current assets | 415,104 | 442,398 |
Property and equipment, net | 46,130 | 37,747 |
Operating lease assets | 39,007 | 36,640 |
Restricted cash | 6,685 | 6,183 |
Intangible assets, net | 187,060 | 125,175 |
Goodwill | 211,225 | 126,777 |
Other assets | 7,961 | 6,681 |
Total assets | 913,172 | 781,601 |
Current liabilities: | ||
Accounts payable | 15,589 | 10,321 |
Accrued liabilities | 77,986 | 64,814 |
Operating lease obligations | 6,628 | 4,870 |
Finance lease obligations | 1,237 | 1,855 |
Total current liabilities | 101,440 | 81,860 |
Operating lease obligations, net of current portion | 42,363 | 42,191 |
Finance lease obligations, net of current portion | 1,834 | 1,155 |
Convertible senior notes, net | 279,870 | 268,755 |
Deferred tax liability | 10,250 | 0 |
Other long-term liabilities | 60,864 | 8,000 |
Total liabilities | 496,621 | 401,961 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock | 13 | 10 |
Accumulated other comprehensive income (loss) | 199 | (9) |
Additional paid-in capital | 1,542,848 | 1,138,316 |
Accumulated deficit | (1,126,509) | (758,677) |
Total stockholders’ equity | 416,551 | 379,640 |
Total liabilities and stockholders’ equity | $ 913,172 | $ 781,601 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue: | ||||
Total revenue | $ 68,728 | $ 56,511 | $ 179,167 | $ 150,539 |
Cost of revenue | 46,643 | 32,120 | 130,017 | 81,380 |
Research and development | 37,802 | 46,951 | 168,433 | 90,247 |
Selling and marketing | 37,800 | 32,690 | 119,440 | 87,662 |
General and administrative | 27,306 | 21,733 | 81,966 | 56,326 |
Loss from operations | (80,823) | (76,983) | (320,689) | (165,076) |
Other expense, net | (15,771) | (7,591) | (32,499) | (5,572) |
Interest expense | (6,308) | (2,833) | (17,244) | (7,062) |
Net loss before taxes | (102,902) | (87,407) | (370,432) | (177,710) |
Income tax benefit | 0 | (8,700) | (2,600) | (12,650) |
Net loss | $ (102,902) | $ (78,707) | $ (367,832) | $ (165,060) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.78) | $ (0.82) | $ (3.08) | $ (1.86) |
Shares used in computing net loss per share, basic and diluted | 132,484 | 95,577 | 119,386 | 88,663 |
Test revenue | ||||
Revenue: | ||||
Total revenue | $ 67,326 | $ 55,502 | $ 175,503 | $ 147,423 |
Other revenue | ||||
Revenue: | ||||
Total revenue | $ 1,402 | $ 1,009 | $ 3,664 | $ 3,116 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (102,902) | $ (78,707) | $ (367,832) | $ (165,060) |
Other comprehensive income (loss): | ||||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | (373) | 0 | 208 | 5 |
Comprehensive loss | $ (103,275) | $ (78,707) | $ (367,624) | $ (165,055) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock: | Accumulated other comprehensive income (loss): | Additional paid-in capital: | Accumulated deficit: | Restatement adjustmentAdditional paid-in capital: |
Balance, beginning of period at Dec. 31, 2018 | $ 8 | $ (5) | $ 678,548 | $ (516,712) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued | 2 | 204,024 | ||||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | $ 5 | 5 | ||||
Common stock issued on exercise of stock options, net | 2,985 | |||||
Common stock issued pursuant to exercises of warrants | 171 | |||||
Common stock issued pursuant to employee stock purchase plan | 2,578 | |||||
Common stock issued or issuable pursuant to business combinations | 95,220 | |||||
Equity component of convertible senior notes, net | 75,488 | |||||
Stock-based compensation expense | 26,629 | |||||
Net loss | (165,060) | |||||
Balance, end of period at Sep. 30, 2019 | 403,881 | 10 | 0 | 1,085,643 | (681,772) | |
Balance, beginning of period at Jun. 30, 2019 | 9 | 0 | 944,559 | (603,065) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued | 1 | 19,534 | ||||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | 0 | |||||
Common stock issued on exercise of stock options, net | 553 | |||||
Common stock issued pursuant to exercises of warrants | 58 | |||||
Common stock issued or issuable pursuant to business combinations | 35,778 | |||||
Equity component of convertible senior notes, net | 75,488 | |||||
Stock-based compensation expense | 9,673 | |||||
Net loss | (78,707) | (78,707) | ||||
Balance, end of period at Sep. 30, 2019 | 403,881 | 10 | 0 | 1,085,643 | (681,772) | |
Balance, beginning of period at Dec. 31, 2019 | 379,640 | 10 | (9) | 1,138,316 | (758,677) | |
Balance, beginning of period (Immaterial error related to classification of Indemnification from acquisition) at Dec. 31, 2019 | $ (10,387) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued | 3 | 217,486 | ||||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | 208 | 208 | ||||
Common stock issued on exercise of stock options, net | 4,163 | |||||
Common stock issued pursuant to exercises of warrants | 386 | |||||
Common stock issued pursuant to employee stock purchase plan | 4,527 | |||||
Common stock issued or issuable pursuant to business combinations | 134,445 | |||||
Stock-based compensation expense | 53,912 | |||||
Net loss | (367,832) | |||||
Balance, end of period at Sep. 30, 2020 | 416,551 | 13 | 199 | 1,542,848 | (1,126,509) | |
Balance, beginning of period at Jun. 30, 2020 | 13 | 572 | 1,487,217 | (1,023,607) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | (373) | (373) | ||||
Common stock issued on exercise of stock options, net | 1,992 | |||||
Common stock issued pursuant to exercises of warrants | 324 | |||||
Common stock issued or issuable pursuant to business combinations | 31,939 | |||||
Stock-based compensation expense | 21,376 | |||||
Net loss | (102,902) | (102,902) | ||||
Balance, end of period at Sep. 30, 2020 | $ 416,551 | $ 13 | $ 199 | $ 1,542,848 | $ (1,126,509) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (367,832) | $ (165,060) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 22,964 | 11,135 |
Stock-based compensation | 102,329 | 47,826 |
Amortization of debt discount and issuance costs | 11,115 | 855 |
Remeasurements of liabilities associated with business combinations | 42,448 | 0 |
Benefit from income taxes | (2,600) | (12,650) |
Debt extinguishment costs | 0 | 8,926 |
Other | (570) | 901 |
Changes in operating assets and liabilities, net of businesses acquired: | ||
Accounts receivable | 5,516 | (444) |
Prepaid expenses and other current assets | (8,460) | (1,424) |
Other assets | 1,387 | 2,369 |
Accounts payable | 3,118 | 87 |
Accrued expenses and other liabilities | 5,665 | 9,692 |
Net cash used in operating activities | (184,920) | (97,787) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (180,021) | (20,781) |
Proceeds from sales of marketable securities | 12,832 | 0 |
Proceeds from maturities of marketable securities | 152,465 | 34,500 |
Acquisition of businesses, net of cash acquired | (57,576) | (9,801) |
Purchases of property and equipment | (13,991) | (13,530) |
Other | (2,000) | 0 |
Net cash used in investing activities | (88,291) | (9,612) |
Cash flows from financing activities: | ||
Proceeds from public offerings of common stock, net | 217,489 | 204,024 |
Proceeds from issuance of common stock, net | 9,076 | 5,734 |
Proceeds from issuance of convertible senior notes, net | 0 | 339,900 |
Payments of debt extinguishment costs | 0 | (10,638) |
Loan payments | 0 | (75,000) |
Finance lease principal payments | (1,543) | (1,590) |
Other | 3,738 | 0 |
Net cash provided by financing activities | 228,760 | 462,430 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (44,451) | 355,031 |
Cash, cash equivalents and restricted cash at beginning of period | 157,572 | 118,164 |
Cash, cash equivalents and restricted cash at end of period | 113,121 | 473,195 |
Supplemental cash flow information of non-cash investing and financing activities: | ||
Equipment acquired through finance leases | 1,971 | 0 |
Purchases of property and equipment in accounts payable and accrued liabilities | 3,576 | 1,339 |
Common stock issued for acquisition of businesses | 82,185 | 104,801 |
Operating lease assets obtained in exchange for lease obligations, net | $ 6,157 | $ 5,615 |
Organization and description of
Organization and description of business | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of business | Organization and description of business Invitae Corporation ("Invitae," “the Company," "we," "us," and "our") was incorporated in the State of Delaware on January 13, 2010, as Locus Development, Inc. and changed its name to Invitae Corporation in 2012. We utilize an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyze information about patient-specific genetic variation and generate test reports for clinicians and patients. Our main production facility is located in San Francisco, California. We currently have more than 20,000 genes in production and provide a variety of diagnostic tests that can be used in multiple indications. We offer genetic testing across multiple clinical areas, including hereditary cancer, cardiology, neurology, pediatrics, metabolic conditions and rare diseases. To augment our offering and realize our mission, we acquired multiple assets including four businesses in 2017, which expanded our suite of genome management offerings and expanded our offering in reproductive health. In the first quarter of 2019, we introduced our non-invasive prenatal screen ("NIPS"). In June 2019, we launched a direct channel to consumers to increase accessibility to our testing platform. To improve our technology stack and reduce costs associated with variant interpretation, we acquired Singular Bio, Inc. ("Singular Bio") in June 2019, Jungla Inc. ("Jungla") in July 2019, and Oracle BV operating under the name "Diploid" in March 2020. To further expand our ability to scale and improve customer experience with patient support telehealth solutions and the use of chatbots, we acquired Clear Genetics, Inc. ("Clear Genetics") in November 2019. In April 2020, we acquired YouScript Incorporated ("YouScript") and Genelex Solutions, LLC ("Genelex") to expand content and improve customer experience by bringing pharmacogenetic testing and integrated clinical decision support to Invitae. In order to expand content and increase access to personalized oncology, in October 2020 we acquired ArcherDX, Inc. ("ArcherDX"), with a view towards integrating Invitae's germline testing with ArcherDX's tumor profiling and liquid biopsy technology and services into a single platform to enable precision medicine approaches from diagnostic testing to therapy optimization and monitoring. As of September 30, 2020, Invitae operates in one segment. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 . The results for the three and nine months ended September 30, 2020 |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Principles of consolidation Our unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base these estimates on current facts, historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those judgments, estimates and assumptions. We evaluate our estimates on an ongoing basis. Concentrations of credit risk and other risks and uncertainties Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. Our cash and cash equivalents are primarily held by financial institutions in the United States. Such deposits may exceed federally insured limits. Significant customers are those that represent 10% or more of our total revenue presented on the consolidated statements of operations. Our revenue from significant customers as a percentage of our total revenue was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Medicare 20 % 27 % 20 % 23 % Cash, cash equivalents and restricted cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): September 30, December 31, Cash and cash equivalents $ 106,436 $ 151,389 Restricted cash 6,685 6,183 Total cash, cash equivalents and restricted cash $ 113,121 $ 157,572 Inventory We maintain test reagents and other consumables primarily used in sample collection kits which are valued at the lower of cost or net realizable value. Cost is determined using actual costs on a first-in, first-out basis. Our inventory was $14.9 million and $6.6 million as of September 30, 2020 and December 31, 2019 , respectively, and was recorded in prepaid expenses and other current assets on our consolidated balance sheets. While we have not experienced significant disruption in our supply chain and we do not yet know the full impact COVID-19 will have on our supply chain, we have increased our inventory on hand to respond to potential future disruptions that may occur. Fair value of financial instruments Our financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, finance leases and liabilities associated with business combinations. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to us, the carrying value of our finance leases approximate their fair values. Liabilities associated with business combinations are recorded at their estimated fair value. Prior period reclassifications We have reclassified certain amounts in prior periods to conform with current presentation. Immaterial correction of an error We determined the historical classification of certain acquisition-related obligations as equity and the subsequent measurement of such obligations was inappropriate and instead should have been classified as liabilities and subsequently measured at fair value with changes recognized in other income (expense), net during the three months ended March 31, 2020. We determined that the impact of the error to previously issued financial statements was not material and have corrected the immaterial error in the three months ended March 31, 2020. The impact of this correction was an increase to other long-term liabilities of $10.1 million , a corresponding decrease to additional paid-in capital of $10.4 million and an increase to other income, net of $0.3 million . Recent accounting pronouncements We evaluate all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board ("FASB") for consideration of their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for our interim and annual periods beginning January 1, 2022, and earlier adoption is permitted. We may elect to apply the amendments on a retrospective or modified retrospective basis. We are currently evaluating the impact of the adoption of this standard on our condensed consolidated financial statements. Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires measurement and recognition of expected credit losses for financial assets. This guidance became effective for us beginning in the first quarter of 2020 and was adopted using a modified retrospective approach, with certain exceptions. The adoption of Topic 326 did not have a material impact on our consolidated financial statements as credit losses are not expected to be significant. As part of our adoption of Topic 326, we assess our accounts receivables for expected credit losses at each reporting period by disaggregating by payer type and further by portfolios of customers with similar characteristics, such as customer type and geographic location. We then review each portfolio for expected credit losses based on historical payment trends as well as forward looking data and current economic trends. If a credit loss is determined, we record a reduction to our accounts receivable balance with a corresponding general and administrative expense. |
Revenue, accounts receivable an
Revenue, accounts receivable and deferred revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, accounts receivable and deferred revenue | Revenue, accounts receivable and deferred revenue Test revenue is generated from sales of diagnostic tests to three groups of customers: institutions, such as hospitals, clinics and partners; patients who pay directly; and patients’ insurance carriers. Amounts billed and collected, and the timing of collections, vary based on whether the payer is an institution, a patient or an insurance carrier. Other revenue consists principally of revenue recognized under collaboration and genome network agreements and is accounted for under the provisions provided in Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers . The following table includes our revenues as disaggregated by payer category (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Test revenue: Institutions $ 14,015 $ 10,407 $ 37,043 $ 28,375 Patient - direct 6,379 4,567 16,468 12,364 Patient - insurance 46,932 40,528 121,992 106,684 Total test revenue 67,326 55,502 175,503 147,423 Other revenue 1,402 1,009 3,664 3,116 Total revenue $ 68,728 $ 56,511 $ 179,167 $ 150,539 We recognize revenue related to billings based on estimates of the amount that will ultimately be realized. Cash collections for certain diagnostic tests delivered may differ from rates originally estimated. As a result of new information, we update our estimates quarterly of the amounts to be recognized for previously delivered tests which resulted in the following increases to revenue and decreases to our loss from operations and basic and diluted net loss per share (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue $ 0.7 $ 1.2 $ 3.0 $ 4.0 Loss from operations $ (0.7 ) $ (1.2 ) $ (3.0 ) $ (4.0 ) Net loss per share, basic and diluted $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.05 ) Influence of COVID-19 Our test volumes decreased significantly in the second half of March 2020 as compared to the first few months of 2020 as a result of COVID-19 and related limitations and priorities across the healthcare system. Our daily test volumes have consistently increased from the low in March 2020, although we are currently still experiencing changes in product mix due to the impact of COVID-19. COVID-19 could have a material impact on our financial results for at least the next quarter and for the foreseeable future, particularly on product mix and as a result, the revenue we recognize. We have reviewed and adjusted for the impact of COVID-19 on our estimates related to revenue recognition and expected credit losses. Approximately 8% of our workforce as of March 31, 2020 was impacted by a reduction in force in April 2020 in an initiative to manage costs and cash burn that resulted in one-time costs in the second quarter of 2020 of $3.8 million . In addition, effective May 2020, we have reduced the salaries of our named executive officers by approximately 20% . On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law which was a stimulus bill intended to bolster the economy, among other things, and provide assistance to qualifying businesses and individuals. The CARES Act included an infusion of funds into the healthcare system, and in April 2020, we received $3.8 million as a part of this initiative. This payment was recognized as other income (expense), net in our consolidated statement of operations during the three months ended June 30, 2020. At this time, we are not certain of the availability, extent or impact of any future relief provided under the CARES Act. Accounts receivable The majority of our accounts receivable represents amounts billed to institutions (e.g., hospitals, clinics, partners) and estimated amounts to be collected from third-party insurance payers for diagnostic test revenue recognized. Also included are amounts due under the terms of collaboration and genome network agreements for diagnostic testing and data aggregation reporting services provided and proprietary platform access rights transferred. Deferred revenue We record deferred revenue when cash payments are received or due in advance of our performance related to one or more performance obligations. The amounts deferred to date primarily consist of prepayments related to our consumer direct channel as well as consideration received pertaining to the estimated exercise of certain re-requisition rights. In order to comply with loss contract rules, our re-requisition rights revenue deferral is no less than the estimated cost of fulfilling related obligations. We recognize revenue related to re-requisition rights as the rights are exercised or expire unexercised, which is generally within 90 days of initial deferral. |
Business combinations
Business combinations | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
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 nine months ended September 30, 2020 , we recorded research and development stock-based compensation expense of $6.3 million and $24.9 million , respectively, related to the Time-based RSUs, and $6.5 million of income and $23.6 million of expense, respectively, related to the PRSUs based on our evaluations of the probability of achieving performance conditions. During the three and nine months ended September 30, 2019 , we recorded research and development stock-based compensation expense of $6.7 million and $7.6 million , respectively, related to the Time-based RSUs and $11.9 million and $13.6 million , respectively, related to the PRSUs. As of September 30, 2020 , the Time-based RSUs and PRSUs had a total fair value of $46.5 million and $37.4 million , respectively, based on a total estimated issuance of 3.7 million shares and expectation of the achievement of the performance conditions. As of September 30, 2020 , 1.7 million of the Time-based RSUs and 1.2 million of the PRSUs had vested with a total fair value of $60.9 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 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. These milestones are expected to be completed within two years of the date of acquisition, one of which was completed during the three months ended September 30, 2020. 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. Upon acquisition, we had a stock payable liability related to our acquisition of Jungla which represents the hold-back obligation to issue 0.2 million shares subject to indemnification claims that may arise. This liability was 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 September 30, 2020 , we had a stock payable liability related to our acquisition of Clear Genetics of $12.2 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 nine months ended September 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 September 30, 2020 , the value of this liability was $18.3 million with the change recorded in other 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 nine months ended September 30, 2020. We recorded $1.1 million of transaction costs related to the acquisition of Genelex and YouScript as general and administrative expense during the nine months ended September 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. 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 September 30, 2020 , the value of this liability was $22.4 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, and in October 2020, the closing conditions were met and the transaction was consummated. Under the terms of the agreement, we acquired ArcherDX for upfront consideration consisting of 30.0 million shares of our common stock and $325.0 million in cash, plus up to an additional 27.0 million shares of our common stock payable in connection with the achievement of certain milestones. In connection with the transaction with ArcherDX, we 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 closed concurrently with the combination with ArcherDX. We received proceeds of $5.0 million from the private placement during September 2020 which are reflected as an accrued liability and classified as "Other" under cash flows from financing activities as of September 30, 2020; the remainder of the proceeds were received in October 2020. In addition, we borrowed $135.0 million on a senior secured term loan facility ("2020 Term Loan") concurrent with the closing of the ArcherDX transaction which bears interest at an annual rate equal to LIBOR, subject to a 2.00% LIBOR floor, plus a margin of 8.75% . The 2020 Term Loan will mature on (i) June 1, 2024 if at such time our 2.00% convertible senior notes due 2024 are outstanding and are due to mature on or prior to September 1, 2024, or (ii) otherwise, on June 1, 2025. In connection with the 2020 Term Loan, we issued warrants to purchase 1.0 million shares of our common stock with an exercise price of $16.85 per share. During October 2020, these warrants were exercised in full. Given the timing of the closing of the transaction with ArcherDX, we are currently in the process of valuing the assets acquired and liabilities assumed. As a result, we are not yet able to provide the amounts to be recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed and other related disclosures. We will disclose this and other related information in our Annual Report on Form 10-K for the year ending December 31, 2020. |
Goodwill and intangible assets
Goodwill and intangible assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill The changes in the carrying amounts of goodwill were as follows (in thousands): Balance as of December 31, 2019 $ 126,777 Goodwill acquired - Diploid 50,655 Goodwill acquired - Genelex 4,067 Goodwill acquired - YouScript 29,726 Balance as of September 30, 2020 $ 211,225 Intangible assets The following table presents details of our intangible assets (in thousands): September 30, 2020 December 31, 2019 Cost Accumulated Net Weighted-Average Cost Accumulated Net Weighted-Average Customer relationships $ 23,763 $ (7,241 ) $ 16,522 10.0 $ 23,763 $ (5,141 ) $ 18,622 10.0 Developed technology 161,110 (21,038 ) 140,072 8.6 84,396 (8,476 ) 75,920 8.6 Non-compete agreement 286 (215 ) 71 5.0 286 (172 ) 114 5.0 Trade name 576 (570 ) 6 2.7 576 (480 ) 96 2.7 Patent licensing agreement 496 (95 ) 401 15.0 496 (70 ) 426 15.0 Favorable leases 247 (247 ) — 2.2 247 (238 ) 9 2.2 In-process research and development 29,988 — 29,988 n/a 29,988 — 29,988 n/a $ 216,466 $ (29,406 ) $ 187,060 8.8 $ 139,752 $ (14,577 ) $ 125,175 8.9 Acquisition-related intangibles included in the above table are finite-lived, other than in-process research and development which has an indefinite life, and are carried at cost less accumulated amortization. Customer relationships are being amortized on an accelerated basis, in proportion to estimated cash flows. All other finite-lived acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are realized. Amortization expense was $5.6 million and $2.2 million for the three months ended September 30, 2020 and 2019 , respectively, and $14.8 million and $4.9 million for the nine months ended September 30, 2020 and 2019 , respectively. Amortization expense is recorded to cost of revenue, research and development, sales and marketing and general and administrative expense. The following table summarizes our estimated future amortization expense of intangible assets with finite lives as of September 30, 2020 (in thousands): 2020 (remainder of year) $ 5,597 2021 22,792 2022 21,087 2023 20,074 2024 19,796 Thereafter 67,726 Total estimated future amortization expense $ 157,072 |
Balance sheet components
Balance sheet components | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance sheet components | Balance sheet components Property and equipment, net Property and equipment consisted of the following (in thousands): September 30, 2020 December 31, 2019 Leasehold improvements $ 23,350 $ 18,352 Laboratory equipment 32,676 24,873 Computer equipment 8,126 5,995 Software 2,649 2,611 Furniture and fixtures 1,277 1,198 Automobiles 58 58 Construction-in-progress 10,703 10,795 Total property and equipment, gross 78,839 63,882 Accumulated depreciation and amortization (32,709 ) (26,135 ) Total property and equipment, net $ 46,130 $ 37,747 Depreciation expense was $2.4 million and $1.8 million for the three months ended September 30, 2020 and 2019 , respectively, and $6.8 million and $5.2 million for the nine months ended September 30, 2020 and 2019 , respectively. Accrued liabilities Accrued liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Accrued compensation and related expenses $ 20,552 $ 16,440 Compensation and other liabilities associated with business combinations 38,905 30,560 Deferred revenue 1,917 1,429 Other 16,612 16,385 Total accrued liabilities $ 77,986 $ 64,814 |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is summarized as follows: Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable. Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions. The following tables set forth the fair value of our consolidated financial instruments that were measured at fair value on a recurring basis (in thousands): September 30, 2020 Amortized Cost Unrealized Estimated Fair Value Gains Losses Level 1 Level 2 Level 3 Financial assets: Money market funds $ 7,017 $ — $ — $ 7,017 $ 7,017 $ — $ — U.S. treasury notes 162,163 182 — 162,345 162,345 — — U.S. government agency securities 92,486 17 — 92,503 — 92,503 — Total financial assets $ 261,666 $ 199 $ — $ 261,865 $ 169,362 $ 92,503 $ — Financial liabilities: Stock payable liability $ 53,330 $ — $ — $ 53,330 Contingent consideration 12,290 — — 12,290 Total financial liabilities $ 65,620 $ — $ — $ 65,620 September 30, 2020 Reported as: Cash equivalents $ 332 Restricted cash 6,685 Marketable securities 254,848 Total cash equivalents, restricted cash, and marketable securities $ 261,865 Accrued liabilities $ 10,500 Other long-term liabilities $ 55,120 December 31, 2019 Amortized Cost Unrealized Estimated Fair Value Gains Losses Level 1 Level 2 Level 3 Financial assets: Money market funds $ 39,396 $ — $ — $ 39,396 $ 39,396 $ — $ — Certificates of deposit 300 — — 300 — 300 — U.S. treasury notes 150,627 — (15 ) 150,612 150,612 — — U.S. government agency securities 193,302 6 — 193,308 — 193,308 — Total financial assets $ 383,625 $ 6 $ (15 ) $ 383,616 $ 190,008 $ 193,608 $ — Financial liabilities: Contingent consideration $ 11,300 $ — $ — $ 11,300 Total financial liabilities $ 11,300 $ — $ — $ 11,300 December 31, 2019 Reported as: Cash equivalents $ 136,997 Restricted cash 6,183 Marketable securities 240,436 Total cash equivalents, restricted cash, and marketable securities $ 383,616 Accrued liabilities $ 3,300 Other long-term liabilities $ 8,000 There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. The total fair value of investments with unrealized losses at September 30, 2020 was $11.9 million . Our certificates of deposit and debt securities of U.S. government agency entities are classified as Level 2 as they are valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to benchmark yields, interest rate curves, reported trades, broker/dealer quotes and reference data. Stock payable liabilities relate to certain indemnification hold-backs resulting from business combinations that are settled in shares of our common stock. We elected to account for these liabilities using the fair value option due to the inherent nature of the liabilities and the changes in value of the underlying shares that will ultimately be issued to settle the liabilities. The estimated fair value of these liabilities is classified as Level 3 and determined based upon the number of shares that are issuable to the sellers and the quoted closing price of our common stock as of the reporting date. The number of shares that will ultimately be issued is subject to adjustment for indemnified claims that existed as of the closing date for each acquisition. Changes in the number of shares issued and share price can significantly affect the estimated fair value of the liabilities. During the three and nine months ended September 30, 2020 , the change in fair value related to stock payable liabilities recorded to other income (expense), net was expense of $16.2 million and $37.9 million , respectively. As of September 30, 2020 , we had contingent obligations of $10.5 million of our common stock to the former owners of Jungla in connection with our acquisition of Jungla in July 2019. The amount of the contingent obligation is dependent upon achievement of certain post-close development milestones. We estimated the fair value of the contingent consideration as $10.7 million at the acquisition date in July 2019 using a discounted cash flow technique based on estimated achievement of the post-close milestones and discount rates which were Level 3 inputs not supported by market activity. These inputs can significantly affect the estimated fair value of the contingent consideration. The value of the liability is subsequently remeasured to fair value at each reporting date with changes recorded as general and administrative expense. As of September 30, 2020 , we had contingent obligations of $1.8 million of our common stock to the former owners of Genelex in connection with our acquisition of Genelex in April 2020. The amount of the contingent obligation is dependent upon achievement of a certain post-close milestone and 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 . We estimated the fair value of the contingent consideration as $2.0 million at the acquisition date in April 2020 using a discounted cash flow technique based on estimated achievement of the post-close milestone, our estimate of amounts to ultimately be paid, and discount rates which were Level 3 inputs not supported by market activity. These inputs can significantly affect the estimated fair value of the contingent consideration. The value of the liability is subsequently remeasured to fair value at each reporting date with changes recorded as general and administrative expense. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Leases Operating leases In 2015, we entered into a lease agreement for our headquarters and main production facility in San Francisco, California which commenced in 2016. This lease expires in 2026 and we may renew the lease for an additional ten years . This optional period was not considered reasonably certain to be exercised and therefore we determined the lease term to be a ten -year period expiring in 2026. In connection with the execution of the lease, we provided a security deposit of approximately $4.6 million which is included in restricted cash in our consolidated balance sheets. We also have other operating leases for office and laboratory space in California, Massachusetts, New York and Washington and internationally in Australia and Israel. We expect to enter into new leases and modifying existing leases as we support continued growth of our operations. As of September 30, 2020 , the weighted-average remaining lease term for our operating leases was 5.7 years and the weighted-average discount rate used to determine our operating lease liability was 11.3% . Cash payments included in the measurement of our operating lease liabilities were $3.0 million and $2.7 million for the three months ended September 30, 2020 and 2019 , respectively, and $8.4 million and $7.6 million for the nine months ended September 30, 2020 and 2019 , respectively. The components of lease costs, which were included in cost of revenue, research and development, selling and marketing and general and administrative expenses on our consolidated statements of operations were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease costs $ 2,746 $ 2,666 $ 8,014 $ 7,747 Sublease income — (43 ) — (129 ) Finance lease costs 515 386 1,474 1,197 Total lease costs $ 3,261 $ 3,009 $ 9,488 $ 8,815 Future minimum payments under non-cancelable operating leases as of September 30, 2020 are as follows (in thousands): 2020 (remainder of year) $ 1,991 2021 12,230 2022 11,530 2023 11,039 2024 11,182 Thereafter 19,698 Future non-cancelable minimum operating lease payments 67,670 Less: imputed interest (18,679 ) Total operating lease liabilities 48,991 Less: current portion (6,628 ) Operating lease obligations, net of current portion $ 42,363 Finance leases We have entered into various finance lease agreements to obtain laboratory equipment. The terms of our finance leases are generally three years with a weighted-average remaining lease term of 2.5 years as of September 30, 2020 and are typically secured by the underlying equipment. The weighted-average discount rate used to determine our finance lease liability was 4.9% . The portion of the future payments designated as principal repayment and related interest was classified as a finance lease obligation on our consolidated balance sheets. Finance lease assets are recorded within other assets on our consolidated balance sheet and were $6.2 million and $5.6 million as of September 30, 2020 and December 31, 2019 , respectively. Cash payments included in the measurement of our finance lease liabilities were $0.4 million and $0.5 million for the three months ended September 30, 2020 and 2019 , respectively, and $1.7 million and $1.6 million for the nine months ended September 30, 2020 and 2019 , respectively. Future payments under finance leases at September 30, 2020 are as follows (in thousands): 2020 (remainder of year) $ 459 2021 1,184 2022 1,184 2023 436 Total finance lease obligations 3,263 Less: interest (192 ) Present value of net minimum finance lease payments 3,071 Less: current portion (1,237 ) Finance lease obligations, net of current portion $ 1,834 Debt financing In November 2018, we entered into a Note Purchase Agreement (the "2018 Note Purchase Agreement") pursuant to which we were eligible to borrow an aggregate principal amount up to $200.0 million over a seven year maturity term which included an initial borrowing of $75.0 million in November 2018. We received net proceeds of $10.3 million after terminating and repaying the balance of our obligations of approximately $64.7 million with our previous lender. In September 2019, we settled our obligations under the 2018 Note Purchase Agreement in full for $85.7 million , which included repayment of principal of $75.0 million , accrued interest of $2.4 million , and prepayment fees of $8.9 million which were recorded as debt extinguishment costs in other income (expense), net in our consolidated statement of operations during the three months ended September 30, 2019. Interest expense related to our debt financings, excluding the impact of our Convertible Senior Notes (defined below), was nil and $1.6 million for the three months ended September 30, 2020 and 2019 , respectively, and nil and $5.5 million for the nine months ended September 30, 2020 and 2019 , respectively. Convertible Senior Notes In September 2019, we issued, at par value, $350.0 million aggregate principal amount of 2.00% Convertible Senior Notes due 2024 ("Convertible Senior Notes") in a private offering. The Convertible Senior Notes are our senior unsecured obligations and will mature on September 1, 2024, unless earlier converted, redeemed or repurchased. The Convertible Senior Notes bear cash interest at a rate of 2.0% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020. Upon conversion, the Convertible Senior Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. Our current intent is to settle the principal amount of the Convertible Senior Notes in cash upon conversion, with any remaining conversion value being delivered in shares of our common stock. The initial conversion rate for the Convertible Senior Notes is 33.6293 shares of our common stock per $1,000 principal amount of the Convertible Senior Notes (equivalent to an initial conversion price of approximately $29.74 per share of common stock). If we undergo a fundamental change (as defined in the indenture governing the Convertible Senior Notes), the holders of the Convertible Senior Notes may require us to repurchase all or any portion of their Convertible Senior Notes for cash at a repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased plus accrued and unpaid interest to, but excluding, the redemption date. The Convertible Senior Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 1, 2024, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of our 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 for the Convertible Senior Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the Convertible Senior Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2024 until the close of business on the business day immediately preceding the maturity date, holders may convert their Convertible Senior Notes at any time, regardless of the foregoing circumstances. As of September 30, 2020 , none of the above circumstances had occurred and therefore the Convertible Senior Notes could not have been converted. We may not redeem the Convertible Senior Notes prior to September 6, 2022. We may redeem for cash all or any portion of the Convertible Senior Notes, at our option, on or after September 6, 2022 and on or before the 30 th scheduled trading day immediately before the maturity date 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 we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The Convertible Senior Notes as of September 30, 2020 consisted of the following (in thousands): Outstanding principal $ 350,000 Unamortized debt discount and issuance costs (70,130 ) Net carrying amount, liability component $ 279,870 As of September 30, 2020 , the fair value of the Convertible Senior Notes was $579.3 million . The estimated fair value of the Convertible Senior Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the Convertible Senior Notes in an over-the-counter market. We recognized $5.5 million and $16.4 million of interest expense related to the Convertible Senior Notes during the three and nine months ended September 30, 2020 , respectively, and $1.1 million during both the three and nine months ended September 30, 2019 . Other commitments In the normal course of business, we enter into various purchase commitments primarily related to service agreements and laboratory supplies. At September 30, 2020 , our total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were $7.7 million . Guarantees and indemnifications As permitted under Delaware law and in accordance with our bylaws, we indemnify our directors and officers for certain events or occurrences while the officer or director is or was serving in such capacity. The maximum amount of potential future indemnification is unlimited; however, we maintain director and officer liability insurance. This insurance allows the transfer of the risk associated with our exposure and may enable us to recover a portion of any future amounts paid. We believe the fair value of these indemnification agreements is minimal. Accordingly, we did not record any liabilities associated with these indemnification agreements at September 30, 2020 or December 31, 2019 . Contingencies We were not a party to any material legal proceedings at September 30, 2020 , or at the date of this report other than listed below which are related to ArcherDX which we acquired in October 2020. We cannot currently predict the outcome of these actions. We are and may from time to time become involved in various legal proceedings and claims arising in the ordinary course of business. While we believe any such claims are unsubstantiated, and we believe we are in compliance with applicable laws and regulations applicable to our business, the resolution of any such claims could be material. Natera, Inc. On January 27, 2020, Natera filed a lawsuit against ArcherDX (a subsidiary of Invitae effective October 2, 2020) in the United States District Court for the District of Delaware, alleging that ArcherDX’s products using AMP chemistry, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,538,814. On March 25, 2020, ArcherDX filed an answer denying Natera’s allegations and asserting certain affirmative defenses and counterclaims, including that U.S. Patent No. 10,538,814 is invalid and not infringed. On April 15, 2020, Natera filed an answer denying ArcherDX’s counterclaims and filed an amended complaint alleging that ArcherDX’s products using AMP chemistry, including STRATAFIDE, PCM, LiquidPlex, ArcherMET, FusionPlex, and VariantPlex, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, U.S. Patent No. 10,590,482, and U.S. Patent No. 10,597,708, each of which are held by Natera. Natera seeks, among other things, damages and other monetary relief, costs and attorneys’ fees, and an order enjoining ArcherDX from further infringement of such patents. On May 13, 2020, ArcherDX filed an answer to Natera’s amended complaint denying Natera’s allegations and asserting certain affirmative defenses and counterclaims, including that the asserted patents are invalid and not infringed. On June 3, 2020, Natera filed an answer denying ArcherDX’s counterclaims. On June 4, 2020, ArcherDX filed a motion seeking dismissal of Natera’s infringement claims against STRATAFIDE, PCM, and ArcherMET, and for a judgment that U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, and U.S. Patent No. 10,590,482 are invalid. On August 6, 2020, Natera filed another complaint against ArcherDX in the United States District Court for the District of Delaware alleging that ArcherDX’s products using AMP chemistry, including STRATAFIDE, PCM, LiquidPlex, ArcherMET, and VariantPlex, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,731,220. Natera seeks, among other things, damages and other monetary relief, costs and attorneys’ fees, and an order enjoining ArcherDX from further infringement of the patent. On October 13, 2020, the court issued an order denying ArcherDX's motion for dismissal of Natera’s infringement claims against STRATAFIDE, PCM, and ArcherMET, and declined to enter judgment that U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, and U.S. Patent No. 10,590,482 are invalid. The litigations have now been consolidated for all purposes, are ongoing, and trial has been scheduled for May 2022. QIAGEN Sciences On July 10, 2018, ArcherDX and the General Hospital Corporation d/b/a Massachusetts General Hospital, which we refer to as MGH, filed a lawsuit in the United States District Court for the District of Delaware against QIAGEN Sciences, LLC, QIAGEN LLC, QIAGEN Beverly, Inc., QIAGEN Gaithersburg, Inc., QIAGEN GmbH and QIAGEN N.V., which is collectively referred to herein as QIAGEN, and a named QIAGEN executive who was a former member of ArcherDX’s board of directors, alleging several causes of action, including infringement of the ’810 Patent, trade secret misappropriation, breach of fiduciary duty, false advertising, tortious interference and deceptive trade practices. The ’810 Patent relates to methods for preparing a nucleic acid for sequencing and aspects of ArcherDX’s AMP technology. On October 30, 2019, with the permission of the Court, ArcherDX amended ArcherDX’s complaint to add a claim for infringement of the ’597 Patent. The ’597 Patent relates to methods of preparing and analyzing nucleic acids, such as by enriching target sequences prior to sequencing, and aspects of ArcherDX’s AMP technology. The QIAGEN products that ArcherDX alleges infringe the ’810 Patent and the ’597 Patent include, but are not limited to, QIAseq Targeted DNA Panels, QIAseq Targeted RNAscan Panels, QIAseq Index Kits and QIAseq Immune Repertoire RNA Library Kits. ArcherDX is seeking, among other things, damages for ArcherDX’s lost profits due to QIAGEN’s infringement and a permanent injunction enjoining QIAGEN from marketing and selling the infringing products and from using ArcherDX’s trade secrets. On December 5, 2019, QIAGEN and the named QIAGEN executive submitted their answer denying the allegations in ArcherDX’s complaint and asserting affirmative defenses that, among other things, the ’810 Patent and ’597 Patent are not infringed by QIAGEN’s products, that both patents are invalid, and that the complaint fails to state any claim for which relief may be granted. This litigation is ongoing, and trial is currently scheduled for August 2021. |
Stockholders' equity
Stockholders' equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity Shares outstanding Shares of convertible preferred and common stock were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Convertible preferred stock: Shares outstanding, beginning of period 125 125 125 3,459 Conversion into common stock — — — (3,334 ) Shares outstanding, end of period 125 125 125 125 Common stock: Shares outstanding, beginning of period 131,289 93,763 98,796 75,481 Common stock issued in connection with public offering — 786 23,058 11,136 Common stock issued on exercise of stock options, net 245 71 553 411 Common stock issued pursuant to vesting of RSUs 1,322 476 4,803 1,721 Common stock issued pursuant to exercises of warrants 54 10 202 29 Common stock issued pursuant to employee stock purchase plan — — 342 235 Common stock issued pursuant to business combinations 358 1,409 5,514 4,168 Common stock issued upon conversion of preferred stock — — — 3,334 Shares outstanding, end of period 133,268 96,515 133,268 96,515 2018 Sales Agreement In August 2018, we entered into a Common Stock Sales Agreement (the “2018 Sales Agreement”) with Cowen and Company, LLC (“Cowen”) under which we may offer and sell from time to time at our sole discretion shares of our common stock through Cowen as our sales agent, in an aggregate amount not to exceed $75.0 million . Cowen may sell the shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, or Securities Act, including without limitation sales made directly on The New York Stock Exchange, and also may sell the shares in privately negotiated transactions, subject to our prior approval. Per the terms of the agreement, Cowen receives a commission equal to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2018 Sales Agreement. In March 2019, we amended the 2018 Sales Agreement to increase the aggregate amount of our common stock to be sold under this agreement not to exceed $175.0 million . During the second quarter of 2020, we sold a total of 2.6 million shares of common stock under the 2018 Sales Agreement at an average price of $17.60 per share for aggregate gross proceeds of $46.0 million and net proceeds of $44.5 million . Public offering In April 2020, we sold, in an underwritten public offering, an aggregate of 20.4 million shares of our common stock at a price of $9.00 per share, for gross proceeds of $184.0 million and net proceeds of $173.0 million after deducting underwriting discounts and commissions and offering expenses. |
Stock incentive plans
Stock incentive plans | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock incentive plans | Stock incentive plans Stock incentive plans In 2010, we adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors and consultants under terms and provisions established by our Board of Directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than the fair market value of our common stock. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market of our common stock on the grant date, as determined by our Board of Directors. The terms of options granted under the 2010 Plan may not exceed ten years . In January 2015, we adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which became effective upon the closing of our initial public offering (“IPO”). Shares outstanding under the 2010 Plan were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards. We amended and restated the 2015 Plan to create a pool of shares to be awarded solely as a material inducement to employees. Options granted generally vest over a period of four years . Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the award vests upon the first anniversary of the employee’s date of hire, with the remainder of the award vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule. RSUs generally vest over a period of three years . Typically, the vesting schedule for RSUs provides that 1/3 of the award vests upon each anniversary of the grant date, with certain awards that include a portion that vests immediately upon grant. In June 2019, we granted Time-based RSUs in connection with the acquisition of Singular Bio which vest in three equal installments over a period of 18 months and PRSUs that vest based on the achievement of performance conditions; see further details in Note 4, "Business combinations." Under our management incentive compensation plan, in July 2019 we granted PRSUs to our executive officers as well as other specified senior level employees based on the level of achievement of a specified 2019 revenue goal. One-third of the 0.8 million shares that were ultimately awarded under this plan vested during the nine months ended September 30, 2020 and the remaining awards will continue to vest over a period of two years . In June 2020, we granted 0.3 million PRSUs under this plan which are based on the level of achievement of a specified 2020 cash burn goal. These PRSUs will vest beginning in 2021 over a period of one year and may range from 0% to 100% of the target amount of shares, depending on eligibility and performance. As of September 30, 2020 , these PRSUs had a fair value of $2.8 million based on an estimated issuance of 0.2 million shares and expectation of the performance condition. Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share amounts and years): Shares Available For Grant Stock Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balances at December 31, 2019 5,444 3,542 $ 9.49 6.1 $ 24,966 Additional shares reserved 4,649 — Options granted (295 ) 295 17.26 Options exercised — (553 ) 7.53 RSUs and PRSUs granted (1) (3,241 ) — RSUs and PRSUs cancelled 433 — Balances at September 30, 2020 6,990 3,284 $ 10.54 5.9 $ 107,733 Options exercisable at September 30, 2020 2,767 $ 9.50 5.4 $ 93,648 Options vested and expected to vest at September 30, 2020 3,200 $ 10.39 5.9 $ 105,483 (1) Includes the changes in the Time-based RSUs and PRSUs granted as a part of the Singular Bio acquisition in June 2019 which are based on a fixed dollar value. The number of shares issued will be variable until the awards vest. See further details in Note 4, "Business combinations." The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of our common stock for stock options that were in-the-money. In the nine months ended September 30, 2020 and 2019 , the weighted-average fair value per share of options to purchase common stock granted was $10.10 and $14.52 , respectively, and the total grant-date fair value of options to purchase common stock vested was $2.3 million and $3.6 million , respectively. The intrinsic value of options to purchase common stock exercised was $9.9 million and $5.8 million in the nine months ended September 30, 2020 and 2019 , respectively. The following table summarizes RSU activity, which includes the changes in Time-based RSUs and PRSUs granted in connection with our acquisition of Singular Bio (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Per Share Balance at December 31, 2019 8,885 $ 15.17 RSUs granted 4,545 $ 18.53 Time-based RSUs and PRSUs granted - Singular Bio (1) (1,578 ) $ 25.85 PRSUs granted 274 $ 16.17 RSUs vested (4,803 ) $ 17.98 RSUs cancelled (433 ) $ 18.40 Balance at September 30, 2020 6,890 $ 12.82 (1) Includes the changes in the Time-based RSUs and PRSUs granted as a part of the Singular Bio acquisition in June 2019 which are based on a fixed dollar value. The number of shares issued will be variable until the awards vest which are adjusted above. The weighted-average grant date fair value per share reflects the fair value pricing of the full award. See further details in Note 4, "Business combinations." 2015 Employee Stock Purchase Plan In January 2015, we adopted the 2015 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the closing of the IPO. Employees participating in the ESPP may purchase common stock at 85% of the lesser of the fair market value of common stock on the purchase date or last trading day preceding the offering date. At September 30, 2020 , cash received from payroll deductions pursuant to the ESPP was $3.6 million . At September 30, 2020 , a total of 1.2 million shares of common stock were reserved for issuance under the ESPP. Stock-based compensation The following table summarizes stock-based compensation expense included in the consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenue $ 2,104 $ 822 $ 5,321 $ 3,678 Research and development 7,185 22,181 70,954 30,753 Selling and marketing 4,078 1,752 9,198 5,909 General and administrative 7,838 3,531 16,856 7,486 Total stock-based compensation expense $ 21,205 $ 28,286 $ 102,329 $ 47,826 |
Net loss per share
Net loss per share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net loss $ (102,902 ) $ (78,707 ) $ (367,832 ) $ (165,060 ) Shares used in computing net loss per share, basic and diluted 132,484 95,577 119,386 88,663 Net loss per share, basic and diluted $ (0.78 ) $ (0.82 ) $ (3.08 ) $ (1.86 ) The following common stock equivalents have been excluded from diluted net loss per share because their inclusion would be anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Shares of common stock subject to outstanding options 3,365 3,647 3,419 3,691 Shares of common stock subject to outstanding warrants 330 586 396 596 Shares of common stock subject to outstanding RSUs 5,800 5,915 5,589 4,878 Shares of common stock subject to outstanding PRSUs 1,531 2,722 1,945 994 Shares of common stock pursuant to ESPP 312 229 316 219 Shares of common stock underlying Series A convertible preferred stock 125 125 125 896 Shares of common stock subject to convertible senior notes exercise 8,074 2,616 8,074 872 Total shares of common stock equivalents 19,537 15,840 19,864 12,146 |
Geographic information
Geographic information | 9 Months Ended |
Sep. 30, 2020 | |
Segments, Geographical Areas [Abstract] | |
Geographic information | Geographic information Revenue by country is determined based on the billing address of the customer. The following presents revenue by country (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 United States $ 64,322 $ 52,687 $ 167,462 $ 140,700 Canada 1,101 1,158 3,117 3,005 Rest of world 3,305 2,666 8,588 6,834 Total revenue $ 68,728 $ 56,511 $ 179,167 $ 150,539 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 . The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results expected for the full fiscal year or any other periods. |
Principles of consolidation | Principles of consolidation Our unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base these estimates on current facts, historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those judgments, estimates and assumptions. We evaluate our estimates on an ongoing basis. |
Concentrations of credit risk and other risks and uncertainties | Concentrations of credit risk and other risks and uncertainties Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. Our cash and cash equivalents are primarily held by financial institutions in the United States. Such deposits may exceed federally insured limits. |
Inventory | Inventory |
Fair value of financial instruments | Fair value of financial instruments Our financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, finance leases and liabilities associated with business combinations. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to us, the carrying value of our finance leases approximate their fair values. Liabilities associated with business combinations are recorded at their estimated fair value. |
Prior period reclassifications | Prior period reclassifications We have reclassified certain amounts in prior periods to conform with current presentation. |
Recent accounting pronouncements | Recent accounting pronouncements We evaluate all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board ("FASB") for consideration of their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for our interim and annual periods beginning January 1, 2022, and earlier adoption is permitted. We may elect to apply the amendments on a retrospective or modified retrospective basis. We are currently evaluating the impact of the adoption of this standard on our condensed consolidated financial statements. Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires measurement and recognition of expected credit losses for financial assets. This guidance became effective for us beginning in the first quarter of 2020 and was adopted using a modified retrospective approach, with certain exceptions. The adoption of Topic 326 did not have a material impact on our consolidated financial statements as credit losses are not expected to be significant. As part of our adoption of Topic 326, we assess our accounts receivables for expected credit losses at each reporting period by disaggregating by payer type and further by portfolios of customers with similar characteristics, such as customer type and geographic location. We then review each portfolio for expected credit losses based on historical payment trends as well as forward looking data and current economic trends. If a credit loss is determined, we record a reduction to our accounts receivable balance with a corresponding general and administrative expense. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of significant customers as percentage of total revenue and total accounts receivable | Our revenue from significant customers as a percentage of our total revenue was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Medicare 20 % 27 % 20 % 23 % |
Summary of restrictions on cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): September 30, December 31, Cash and cash equivalents $ 106,436 $ 151,389 Restricted cash 6,685 6,183 Total cash, cash equivalents and restricted cash $ 113,121 $ 157,572 |
Schedule of cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): September 30, December 31, Cash and cash equivalents $ 106,436 $ 151,389 Restricted cash 6,685 6,183 Total cash, cash equivalents and restricted cash $ 113,121 $ 157,572 |
Revenue, accounts receivable _2
Revenue, accounts receivable and deferred revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenue by payer category | The following table includes our revenues as disaggregated by payer category (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Test revenue: Institutions $ 14,015 $ 10,407 $ 37,043 $ 28,375 Patient - direct 6,379 4,567 16,468 12,364 Patient - insurance 46,932 40,528 121,992 106,684 Total test revenue 67,326 55,502 175,503 147,423 Other revenue 1,402 1,009 3,664 3,116 Total revenue $ 68,728 $ 56,511 $ 179,167 $ 150,539 |
Schedule of change in estimate | As a result of new information, we update our estimates quarterly of the amounts to be recognized for previously delivered tests which resulted in the following increases to revenue and decreases to our loss from operations and basic and diluted net loss per share (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue $ 0.7 $ 1.2 $ 3.0 $ 4.0 Loss from operations $ (0.7 ) $ (1.2 ) $ (3.0 ) $ (4.0 ) Net loss per share, basic and diluted $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.05 ) |
Business combinations (Tables)
Business combinations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Summary of purchase price and post-combination expense | 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 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 |
Summary of fair values of assets acquired and liabilities assumed | 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 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 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill | The changes in the carrying amounts of goodwill were as follows (in thousands): Balance as of December 31, 2019 $ 126,777 Goodwill acquired - Diploid 50,655 Goodwill acquired - Genelex 4,067 Goodwill acquired - YouScript 29,726 Balance as of September 30, 2020 $ 211,225 |
Schedule of intangible assets | The following table presents details of our intangible assets (in thousands): September 30, 2020 December 31, 2019 Cost Accumulated Net Weighted-Average Cost Accumulated Net Weighted-Average Customer relationships $ 23,763 $ (7,241 ) $ 16,522 10.0 $ 23,763 $ (5,141 ) $ 18,622 10.0 Developed technology 161,110 (21,038 ) 140,072 8.6 84,396 (8,476 ) 75,920 8.6 Non-compete agreement 286 (215 ) 71 5.0 286 (172 ) 114 5.0 Trade name 576 (570 ) 6 2.7 576 (480 ) 96 2.7 Patent licensing agreement 496 (95 ) 401 15.0 496 (70 ) 426 15.0 Favorable leases 247 (247 ) — 2.2 247 (238 ) 9 2.2 In-process research and development 29,988 — 29,988 n/a 29,988 — 29,988 n/a $ 216,466 $ (29,406 ) $ 187,060 8.8 $ 139,752 $ (14,577 ) $ 125,175 8.9 |
Schedule of intangible assets | The following table presents details of our intangible assets (in thousands): September 30, 2020 December 31, 2019 Cost Accumulated Net Weighted-Average Cost Accumulated Net Weighted-Average Customer relationships $ 23,763 $ (7,241 ) $ 16,522 10.0 $ 23,763 $ (5,141 ) $ 18,622 10.0 Developed technology 161,110 (21,038 ) 140,072 8.6 84,396 (8,476 ) 75,920 8.6 Non-compete agreement 286 (215 ) 71 5.0 286 (172 ) 114 5.0 Trade name 576 (570 ) 6 2.7 576 (480 ) 96 2.7 Patent licensing agreement 496 (95 ) 401 15.0 496 (70 ) 426 15.0 Favorable leases 247 (247 ) — 2.2 247 (238 ) 9 2.2 In-process research and development 29,988 — 29,988 n/a 29,988 — 29,988 n/a $ 216,466 $ (29,406 ) $ 187,060 8.8 $ 139,752 $ (14,577 ) $ 125,175 8.9 |
Summary of estimated future amortization expense of intangible assets with finite lives | The following table summarizes our estimated future amortization expense of intangible assets with finite lives as of September 30, 2020 (in thousands): 2020 (remainder of year) $ 5,597 2021 22,792 2022 21,087 2023 20,074 2024 19,796 Thereafter 67,726 Total estimated future amortization expense $ 157,072 |
Balance sheet components (Table
Balance sheet components (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): September 30, 2020 December 31, 2019 Leasehold improvements $ 23,350 $ 18,352 Laboratory equipment 32,676 24,873 Computer equipment 8,126 5,995 Software 2,649 2,611 Furniture and fixtures 1,277 1,198 Automobiles 58 58 Construction-in-progress 10,703 10,795 Total property and equipment, gross 78,839 63,882 Accumulated depreciation and amortization (32,709 ) (26,135 ) Total property and equipment, net $ 46,130 $ 37,747 |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Accrued compensation and related expenses $ 20,552 $ 16,440 Compensation and other liabilities associated with business combinations 38,905 30,560 Deferred revenue 1,917 1,429 Other 16,612 16,385 Total accrued liabilities $ 77,986 $ 64,814 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial instruments at fair value on a recurring basis | The following tables set forth the fair value of our consolidated financial instruments that were measured at fair value on a recurring basis (in thousands): September 30, 2020 Amortized Cost Unrealized Estimated Fair Value Gains Losses Level 1 Level 2 Level 3 Financial assets: Money market funds $ 7,017 $ — $ — $ 7,017 $ 7,017 $ — $ — U.S. treasury notes 162,163 182 — 162,345 162,345 — — U.S. government agency securities 92,486 17 — 92,503 — 92,503 — Total financial assets $ 261,666 $ 199 $ — $ 261,865 $ 169,362 $ 92,503 $ — Financial liabilities: Stock payable liability $ 53,330 $ — $ — $ 53,330 Contingent consideration 12,290 — — 12,290 Total financial liabilities $ 65,620 $ — $ — $ 65,620 September 30, 2020 Reported as: Cash equivalents $ 332 Restricted cash 6,685 Marketable securities 254,848 Total cash equivalents, restricted cash, and marketable securities $ 261,865 Accrued liabilities $ 10,500 Other long-term liabilities $ 55,120 December 31, 2019 Amortized Cost Unrealized Estimated Fair Value Gains Losses Level 1 Level 2 Level 3 Financial assets: Money market funds $ 39,396 $ — $ — $ 39,396 $ 39,396 $ — $ — Certificates of deposit 300 — — 300 — 300 — U.S. treasury notes 150,627 — (15 ) 150,612 150,612 — — U.S. government agency securities 193,302 6 — 193,308 — 193,308 — Total financial assets $ 383,625 $ 6 $ (15 ) $ 383,616 $ 190,008 $ 193,608 $ — Financial liabilities: Contingent consideration $ 11,300 $ — $ — $ 11,300 Total financial liabilities $ 11,300 $ — $ — $ 11,300 December 31, 2019 Reported as: Cash equivalents $ 136,997 Restricted cash 6,183 Marketable securities 240,436 Total cash equivalents, restricted cash, and marketable securities $ 383,616 Accrued liabilities $ 3,300 Other long-term liabilities $ 8,000 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of lease cost | The components of lease costs, which were included in cost of revenue, research and development, selling and marketing and general and administrative expenses on our consolidated statements of operations were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease costs $ 2,746 $ 2,666 $ 8,014 $ 7,747 Sublease income — (43 ) — (129 ) Finance lease costs 515 386 1,474 1,197 Total lease costs $ 3,261 $ 3,009 $ 9,488 $ 8,815 |
Schedule of future minimum payments under operating leases | Future minimum payments under non-cancelable operating leases as of September 30, 2020 are as follows (in thousands): 2020 (remainder of year) $ 1,991 2021 12,230 2022 11,530 2023 11,039 2024 11,182 Thereafter 19,698 Future non-cancelable minimum operating lease payments 67,670 Less: imputed interest (18,679 ) Total operating lease liabilities 48,991 Less: current portion (6,628 ) Operating lease obligations, net of current portion $ 42,363 |
Schedule of future minimum lease payments under finance leases | Future payments under finance leases at September 30, 2020 are as follows (in thousands): 2020 (remainder of year) $ 459 2021 1,184 2022 1,184 2023 436 Total finance lease obligations 3,263 Less: interest (192 ) Present value of net minimum finance lease payments 3,071 Less: current portion (1,237 ) Finance lease obligations, net of current portion $ 1,834 |
Components of debt | The Convertible Senior Notes as of September 30, 2020 consisted of the following (in thousands): Outstanding principal $ 350,000 Unamortized debt discount and issuance costs (70,130 ) Net carrying amount, liability component $ 279,870 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of convertible preferred and common stock | Shares of convertible preferred and common stock were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Convertible preferred stock: Shares outstanding, beginning of period 125 125 125 3,459 Conversion into common stock — — — (3,334 ) Shares outstanding, end of period 125 125 125 125 Common stock: Shares outstanding, beginning of period 131,289 93,763 98,796 75,481 Common stock issued in connection with public offering — 786 23,058 11,136 Common stock issued on exercise of stock options, net 245 71 553 411 Common stock issued pursuant to vesting of RSUs 1,322 476 4,803 1,721 Common stock issued pursuant to exercises of warrants 54 10 202 29 Common stock issued pursuant to employee stock purchase plan — — 342 235 Common stock issued pursuant to business combinations 358 1,409 5,514 4,168 Common stock issued upon conversion of preferred stock — — — 3,334 Shares outstanding, end of period 133,268 96,515 133,268 96,515 |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of activity under the plans | Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share amounts and years): Shares Available For Grant Stock Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balances at December 31, 2019 5,444 3,542 $ 9.49 6.1 $ 24,966 Additional shares reserved 4,649 — Options granted (295 ) 295 17.26 Options exercised — (553 ) 7.53 RSUs and PRSUs granted (1) (3,241 ) — RSUs and PRSUs cancelled 433 — Balances at September 30, 2020 6,990 3,284 $ 10.54 5.9 $ 107,733 Options exercisable at September 30, 2020 2,767 $ 9.50 5.4 $ 93,648 Options vested and expected to vest at September 30, 2020 3,200 $ 10.39 5.9 $ 105,483 (1) Includes the changes in the Time-based RSUs and PRSUs granted as a part of the Singular Bio acquisition in June 2019 which are based on a fixed dollar value. The number of shares issued will be variable until the awards vest. See further details in Note 4, "Business combinations." |
Summary of RSU activity | The following table summarizes RSU activity, which includes the changes in Time-based RSUs and PRSUs granted in connection with our acquisition of Singular Bio (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Per Share Balance at December 31, 2019 8,885 $ 15.17 RSUs granted 4,545 $ 18.53 Time-based RSUs and PRSUs granted - Singular Bio (1) (1,578 ) $ 25.85 PRSUs granted 274 $ 16.17 RSUs vested (4,803 ) $ 17.98 RSUs cancelled (433 ) $ 18.40 Balance at September 30, 2020 6,890 $ 12.82 (1) Includes the changes in the Time-based RSUs and PRSUs granted as a part of the Singular Bio acquisition in June 2019 which are based on a fixed dollar value. The number of shares issued will be variable until the awards vest which are adjusted above. The weighted-average grant date fair value per share reflects the fair value pricing of the full award. See further details in Note 4, "Business combinations." |
Summary of stock based compensation expense | The following table summarizes stock-based compensation expense included in the consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenue $ 2,104 $ 822 $ 5,321 $ 3,678 Research and development 7,185 22,181 70,954 30,753 Selling and marketing 4,078 1,752 9,198 5,909 General and administrative 7,838 3,531 16,856 7,486 Total stock-based compensation expense $ 21,205 $ 28,286 $ 102,329 $ 47,826 |
Net loss per share (Tables)
Net loss per share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net loss $ (102,902 ) $ (78,707 ) $ (367,832 ) $ (165,060 ) Shares used in computing net loss per share, basic and diluted 132,484 95,577 119,386 88,663 Net loss per share, basic and diluted $ (0.78 ) $ (0.82 ) $ (3.08 ) $ (1.86 ) |
Schedule of antidilutive securities excluded from computation of earnings per share | The following common stock equivalents have been excluded from diluted net loss per share because their inclusion would be anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Shares of common stock subject to outstanding options 3,365 3,647 3,419 3,691 Shares of common stock subject to outstanding warrants 330 586 396 596 Shares of common stock subject to outstanding RSUs 5,800 5,915 5,589 4,878 Shares of common stock subject to outstanding PRSUs 1,531 2,722 1,945 994 Shares of common stock pursuant to ESPP 312 229 316 219 Shares of common stock underlying Series A convertible preferred stock 125 125 125 896 Shares of common stock subject to convertible senior notes exercise 8,074 2,616 8,074 872 Total shares of common stock equivalents 19,537 15,840 19,864 12,146 |
Geographic information (Tables)
Geographic information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segments, Geographical Areas [Abstract] | |
Schedule of revenue by country | The following presents revenue by country (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 United States $ 64,322 $ 52,687 $ 167,462 $ 140,700 Canada 1,101 1,158 3,117 3,005 Rest of world 3,305 2,666 8,588 6,834 Total revenue $ 68,728 $ 56,511 $ 179,167 $ 150,539 |
Organization and description _2
Organization and description of business - Additional Information (Details) gene in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020Segmentgene | Dec. 31, 2019business | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of genes | gene | 20 | |
Number of businesses acquired | business | 4 | |
Number of operating segments | Segment | 1 |
Summary of significant accoun_4
Summary of significant accounting policies - Summary of significant customers as percentage of total revenue and total accounts receivable (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Customer Concentration Risk | Revenue | Medicare | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk | 20.00% | 27.00% | 20.00% | 23.00% |
Summary of significant accoun_5
Summary of significant accounting policies - Reconciliation of cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 106,436 | $ 151,389 | ||
Restricted cash | 6,685 | 6,183 | ||
Total cash, cash equivalents and restricted cash | $ 113,121 | $ 157,572 | $ 473,195 | $ 118,164 |
Summary of significant accoun_6
Summary of significant accounting policies - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||||||
Inventory | $ 14,900 | $ 14,900 | $ 6,600 | ||||||
Decrease to stockholders' equity | (416,551) | $ (403,881) | (416,551) | $ (403,881) | (379,640) | ||||
Other expense, net | (15,771) | (7,591) | (32,499) | (5,572) | |||||
Immaterial error related to classification of Indemnification from acquisition | Restatement adjustment | |||||||||
Business Acquisition [Line Items] | |||||||||
Long-term liabilities | $ 10,100 | ||||||||
Other expense, net | 300 | ||||||||
Additional paid-in capital: | |||||||||
Business Acquisition [Line Items] | |||||||||
Decrease to stockholders' equity | $ (1,542,848) | $ (1,085,643) | $ (1,542,848) | $ (1,085,643) | $ (1,487,217) | (1,138,316) | $ (944,559) | $ (678,548) | |
Additional paid-in capital: | Immaterial error related to classification of Indemnification from acquisition | Restatement adjustment | |||||||||
Business Acquisition [Line Items] | |||||||||
Decrease to stockholders' equity | $ 10,400 | $ 10,387 |
Revenue, accounts receivable _3
Revenue, accounts receivable and deferred revenue - Schedule of disaggregated revenue by payer category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 68,728 | $ 56,511 | $ 179,167 | $ 150,539 |
Test revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 67,326 | 55,502 | 175,503 | 147,423 |
Test revenue | Institutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 14,015 | 10,407 | 37,043 | 28,375 |
Test revenue | Patient - direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,379 | 4,567 | 16,468 | 12,364 |
Test revenue | Patient - insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 46,932 | 40,528 | 121,992 | 106,684 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,402 | $ 1,009 | $ 3,664 | $ 3,116 |
Revenue, accounts receivable _4
Revenue, accounts receivable and deferred revenue - Schedule of change in estimate (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | $ 68,728 | $ 56,511 | $ 179,167 | $ 150,539 |
Loss from operations | $ 80,823 | $ 76,983 | $ 320,689 | $ 165,076 |
Net loss per share, basic and diluted | $ 0.78 | $ 0.82 | $ 3.08 | $ 1.86 |
Change in estimate of revenue recognition | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | $ 700 | $ 1,200 | $ 3,000 | $ 4,000 |
Loss from operations | $ (700) | $ (1,200) | $ (3,000) | $ (4,000) |
Net loss per share, basic and diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.05) |
Revenue, accounts receivable _5
Revenue, accounts receivable and deferred revenue - Additional information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
May 31, 2020 | Apr. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Revenue re-requisition rights period | 90 days | |||
One-time termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Positions eliminated, percent of total workforce | 8.00% | |||
Restructuring charges | $ 3.8 | |||
Reduction in officer salary | 20.00% | |||
CARES Act | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Income received under the CARES Act | $ 3.8 |
Business combinations - Singula
Business combinations - Singular Bio (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||||||
Business combination, total purchase consideration | $ 65,913 | |||||
Stock-based compensation expense (income) | $ 21,205 | $ 28,286 | $ 102,329 | $ 47,826 | ||
Singular Bio | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of diluted interest acquired | 100.00% | |||||
Business combination, total purchase consideration | $ 57,300 | |||||
Common stock transferred | $ 53,900 | |||||
Business acquisition common stock issued (in shares) | 2,500 | |||||
Stock incentive plans | ||||||
Business Acquisition [Line Items] | ||||||
Vesting period | 4 years | |||||
Stock incentive plans | Singular Bio | ||||||
Business Acquisition [Line Items] | ||||||
RSUs granted (in shares) | 3,700 | |||||
Fair value of units vested | $ 60,900 | |||||
RSU | ||||||
Business Acquisition [Line Items] | ||||||
RSUs granted (in shares) | 4,545 | |||||
Vested stock units awarded (in shares) | 4,803 | |||||
RSU | Stock incentive plans | ||||||
Business Acquisition [Line Items] | ||||||
Vesting period | 3 years | |||||
RSU | Stock incentive plans | Singular Bio | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, value of units granted | $ 90,000 | |||||
RSU - Time based | Stock incentive plans | Singular Bio | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, value of units granted | 45,000 | 46,500 | $ 46,500 | |||
Stock-based compensation expense (income) | 6,300 | 6,700 | $ 24,900 | 7,600 | ||
Vested stock units awarded (in shares) | 1,700 | |||||
PRSU | ||||||
Business Acquisition [Line Items] | ||||||
RSUs granted (in shares) | 274 | |||||
PRSU | Stock incentive plans | Singular Bio | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, value of units granted | $ 45,000 | 37,400 | $ 37,400 | |||
Vesting period | 12 months | 18 months | ||||
Stock-based compensation expense (income) | $ (6,500) | $ 11,900 | $ 23,600 | $ 13,600 | ||
Vested stock units awarded (in shares) | 1,200 | |||||
First anniversary | RSU | Stock incentive plans | ||||||
Business Acquisition [Line Items] | ||||||
Vesting rate upon anniversaries | 33.33% | |||||
First anniversary | RSU | Stock incentive plans | Singular Bio | ||||||
Business Acquisition [Line Items] | ||||||
Vesting rate upon anniversaries | 33.33% | 33.33% | ||||
Second anniversary | RSU | Stock incentive plans | ||||||
Business Acquisition [Line Items] | ||||||
Vesting rate upon anniversaries | 33.33% | |||||
Second anniversary | RSU | Stock incentive plans | Singular Bio | ||||||
Business Acquisition [Line Items] | ||||||
Vesting rate upon anniversaries | 33.33% | 33.33% | ||||
Third anniversary | RSU | Stock incentive plans | ||||||
Business Acquisition [Line Items] | ||||||
Vesting rate upon anniversaries | 33.33% | |||||
Third anniversary | RSU | Stock incentive plans | Singular Bio | ||||||
Business Acquisition [Line Items] | ||||||
Vesting rate upon anniversaries | 33.33% | 33.33% |
Business combinations - Jungla
Business combinations - Jungla (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 9 Months Ended | |
Apr. 30, 2020 | Jul. 31, 2019 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | |||
Business combination, total purchase consideration | $ 65,913 | ||
Jungla | |||
Business Acquisition [Line Items] | |||
Percentage of diluted interest acquired | 100.00% | ||
Business combination, total purchase consideration | $ 59,000 | ||
Common stock transferred | 44,900 | ||
Ongoing development post-close milestones | Jungla | |||
Business Acquisition [Line Items] | |||
Contingent consideration | $ 10,700 | ||
Business acquisition, expected milestone duration | 2 years | ||
Indemnification obligations | Jungla | |||
Business Acquisition [Line Items] | |||
Business acquisition common stock issued (in shares) | 0.2 |
Business combinations - Clear G
Business combinations - Clear Genetics (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2020 | Nov. 30, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Business combination, total purchase consideration | $ 65,913 | |||
Hold-back consideration - cash | 1,385 | |||
Hold-back consideration - common stock | $ 6,173 | |||
Clear Genetics | ||||
Business Acquisition [Line Items] | ||||
Percentage of diluted interest acquired | 100.00% | |||
Business combination, total purchase consideration | $ 50,100 | |||
Common stock issued pursuant to business combinations (in shares) | 0.1 | |||
Hold-back consideration - common stock | $ 12,200 | |||
Indemnification obligations | Clear Genetics | ||||
Business Acquisition [Line Items] | ||||
Hold-back consideration - cash | $ 200 | |||
Business acquisition common stock issued (in shares) | 0.4 | 0.3 |
Business combinations - Diploid
Business combinations - Diploid (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||
Business combination, total purchase consideration | $ 65,913 | ||||
Useful life | 8 years 9 months 18 days | 8 years 10 months 24 days | |||
Hold-back consideration - common stock | $ 6,173 | ||||
Goodwill | $ 211,225 | $ 126,777 | |||
Diploid | |||||
Business Acquisition [Line Items] | |||||
Percentage of diluted interest acquired | 100.00% | ||||
Business combination, total purchase consideration | $ 82,314 | ||||
Useful life | 9 years | ||||
Hold-back consideration - common stock | $ 7,538 | ||||
Contingent consideration | $ 18,300 | ||||
Goodwill | $ 50,655 | ||||
Indemnification obligations | Diploid | |||||
Business Acquisition [Line Items] | |||||
Business acquisition common stock issued (in shares) | 400 | ||||
First anniversary | Stock incentive plans | Diploid | |||||
Business Acquisition [Line Items] | |||||
Vesting rate upon anniversaries | 50.00% | ||||
Second anniversary | Stock incentive plans | Diploid | |||||
Business Acquisition [Line Items] | |||||
Vesting rate upon anniversaries | 50.00% | ||||
RSU | |||||
Business Acquisition [Line Items] | |||||
RSUs granted (in shares) | 4,545 | ||||
RSU | Stock incentive plans | Diploid | |||||
Business Acquisition [Line Items] | |||||
RSUs granted (in shares) | 200 | ||||
Business acquisition, value of units granted | $ 3,600 | ||||
RSU | First anniversary | Stock incentive plans | |||||
Business Acquisition [Line Items] | |||||
Vesting rate upon anniversaries | 33.33% | ||||
RSU | Second anniversary | Stock incentive plans | |||||
Business Acquisition [Line Items] | |||||
Vesting rate upon anniversaries | 33.33% |
Business combinations - Summary
Business combinations - Summary of the purchase price and post-combination expense (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Apr. 30, 2020 | Mar. 31, 2020 | |
Purchase Price | ||
Cash transferred | $ 25,434 | |
Hold-back consideration - cash | 1,385 | |
Hold-back consideration - common stock | 6,173 | |
Contingent consideration | 1,994 | |
Common stock transferred | 30,927 | |
Total | 65,913 | |
Diploid | ||
Purchase Price | ||
Cash transferred | $ 32,323 | |
Hold-back consideration - common stock | 7,538 | |
Common stock transferred | 42,453 | |
Total | $ 82,314 | |
Genelex | ||
Purchase Price | ||
Cash transferred | 972 | |
Hold-back consideration - cash | 0 | |
Hold-back consideration - common stock | 781 | |
Contingent consideration | 1,994 | |
Common stock transferred | 9,463 | |
Total | 13,210 | |
YouScript | ||
Purchase Price | ||
Cash transferred | 24,462 | |
Hold-back consideration - cash | 1,385 | |
Hold-back consideration - common stock | 5,392 | |
Contingent consideration | 0 | |
Common stock transferred | 21,464 | |
Total | $ 52,703 |
Business combinations - Summa_2
Business combinations - Summary of fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 211,225 | $ 126,777 | ||
Diploid | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 124 | |||
Accounts receivable | 26 | |||
Intangible assets | 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 | |||
Genelex | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 33 | |||
Accounts receivable | 221 | |||
Prepaid expenses and other current assets | 0 | |||
Operating lease assets | 0 | |||
Intangible assets | 9,209 | |||
Total identifiable assets acquired | 9,463 | |||
Current liabilities | (320) | |||
Deferred tax liability | 0 | |||
Other long-term liabilities | 0 | |||
Net identifiable assets acquired | 9,143 | |||
Goodwill | 4,067 | |||
Total purchase price | 13,210 | |||
YouScript | ||||
Business Acquisition [Line Items] | ||||
Cash | 24 | |||
Accounts receivable | 56 | |||
Prepaid expenses and other current assets | 70 | |||
Operating lease assets | 355 | |||
Intangible assets | 25,716 | |||
Total identifiable assets acquired | 26,221 | |||
Current liabilities | (481) | |||
Deferred tax liability | (2,600) | |||
Other long-term liabilities | (163) | |||
Net identifiable assets acquired | 22,977 | |||
Goodwill | 29,726 | |||
Total purchase price | 52,703 | |||
Genelex and YouScript | ||||
Business Acquisition [Line Items] | ||||
Cash | 57 | |||
Accounts receivable | 277 | |||
Prepaid expenses and other current assets | 70 | |||
Operating lease assets | 355 | |||
Intangible assets | 34,925 | |||
Total identifiable assets acquired | 35,684 | |||
Current liabilities | (801) | |||
Deferred tax liability | (2,600) | |||
Other long-term liabilities | (163) | |||
Net identifiable assets acquired | 32,120 | |||
Goodwill | 33,793 | |||
Total purchase price | $ 65,913 |
Business combinations - Genelex
Business combinations - Genelex and YouScript (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Business combination, total purchase consideration | $ 65,913 | ||
Cash transferred | 25,434 | ||
Hold-back consideration - common stock | $ 6,173 | ||
Weighted-Average Useful Life (in Years) | 8 years 9 months 18 days | 8 years 10 months 24 days | |
Goodwill | $ 211,225 | $ 126,777 | |
Genelex | |||
Business Acquisition [Line Items] | |||
Percentage of diluted interest acquired | 100.00% | ||
Business combination, total purchase consideration | $ 13,210 | ||
Cash transferred | 972 | ||
Hold-back consideration - common stock | $ 781 | ||
Business acquisition, expected milestone duration | 4 years | ||
Contingent consideration | $ 2,000 | ||
Weighted-Average Useful Life (in Years) | 8 years | ||
Goodwill | $ 4,067 | ||
YouScript | |||
Business Acquisition [Line Items] | |||
Percentage of diluted interest acquired | 100.00% | ||
Business combination, total purchase consideration | $ 52,703 | ||
Cash transferred | 24,462 | ||
Hold-back consideration - common stock | $ 5,392 | ||
Weighted-Average Useful Life (in Years) | 8 years | ||
Goodwill | $ 29,726 | ||
Genelex and YouScript | |||
Business Acquisition [Line Items] | |||
Hold-back consideration - common stock | 6,200 | 22,400 | |
Transaction costs | $ 1,100 | ||
Goodwill | $ 33,793 | ||
Indemnification obligations | Genelex | |||
Business Acquisition [Line Items] | |||
Business acquisition common stock issued (in shares) | 0.1 | ||
Indemnification obligations | YouScript | |||
Business Acquisition [Line Items] | |||
Business acquisition common stock issued (in shares) | 0.5 | ||
Hold-back consideration - common stock | $ 1,400 |
Business combinations - ArcherD
Business combinations - ArcherDX (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2020 | Sep. 30, 2020 | Apr. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||||||
Cash transferred | $ 25,434,000 | |||||
Proceeds from issuance of common stock | $ 9,076,000 | $ 5,734,000 | ||||
Common stock: | ||||||
Business Acquisition [Line Items] | ||||||
Common stock issued | $ 1,000 | $ 3,000 | $ 2,000 | |||
Private placement | Common stock: | ArcherDX | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from issuance of common stock | $ 5,000,000 | |||||
Subsequent event | ArcherDX | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition common stock issued (in shares) | 30 | |||||
Cash transferred | $ 325,000,000 | |||||
Subsequent event | Milestone achievement agreement | ArcherDX | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition common stock issued (in shares) | 27 | |||||
Subsequent event | Debt financing contingency | ArcherDX | ||||||
Business Acquisition [Line Items] | ||||||
Warrants issued (in shares) | 1 | |||||
Exercise price (in dollars per share) | $ 16.85 | |||||
Subsequent event | Private placement | Common stock: | ArcherDX | ||||||
Business Acquisition [Line Items] | ||||||
Common stock issued | $ 275,000,000 | |||||
Shares issued price per share (in dollars per share) | $ 16.85 | |||||
Secured Debt | Subsequent event | 2020 Term Loan | ArcherDX | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate principal amount | $ 135,000,000 | |||||
Stated interest rate | 2.00% | |||||
LIBOR | Secured Debt | Subsequent event | 2020 Term Loan | ArcherDX | ||||||
Business Acquisition [Line Items] | ||||||
Floor rate | 2.00% | |||||
Basis spread on variable rate | 8.75% |
Goodwill and intangible asset_2
Goodwill and intangible assets - Summary of goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 126,777 |
Ending Balance | 211,225 |
Diploid | |
Goodwill [Line Items] | |
Goodwill acquired | 50,655 |
Genelex | |
Goodwill [Line Items] | |
Goodwill acquired | 4,067 |
YouScript | |
Goodwill [Line Items] | |
Goodwill acquired | $ 29,726 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (29,406) | $ (14,577) |
Total estimated future amortization expense | $ 157,072 | |
Weighted-Average Useful Life (in Years) | 8 years 9 months 18 days | 8 years 10 months 24 days |
Cost | $ 216,466 | $ 139,752 |
Net | 187,060 | 125,175 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | 23,763 | 23,763 |
Accumulated Amortization | (7,241) | (5,141) |
Total estimated future amortization expense | $ 16,522 | $ 18,622 |
Weighted-Average Useful Life (in Years) | 10 years | 10 years |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 161,110 | $ 84,396 |
Accumulated Amortization | (21,038) | (8,476) |
Total estimated future amortization expense | $ 140,072 | $ 75,920 |
Weighted-Average Useful Life (in Years) | 8 years 7 months 6 days | 8 years 7 months 6 days |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 286 | $ 286 |
Accumulated Amortization | (215) | (172) |
Total estimated future amortization expense | $ 71 | $ 114 |
Weighted-Average Useful Life (in Years) | 5 years | 5 years |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 576 | $ 576 |
Accumulated Amortization | (570) | (480) |
Total estimated future amortization expense | $ 6 | $ 96 |
Weighted-Average Useful Life (in Years) | 2 years 8 months 12 days | 2 years 8 months 12 days |
Patent licensing agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 496 | $ 496 |
Accumulated Amortization | (95) | (70) |
Total estimated future amortization expense | $ 401 | $ 426 |
Weighted-Average Useful Life (in Years) | 15 years | 15 years |
Favorable leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 247 | $ 247 |
Accumulated Amortization | (247) | (238) |
Total estimated future amortization expense | $ 0 | $ 9 |
Weighted-Average Useful Life (in Years) | 2 years 2 months 12 days | 2 years 2 months 12 days |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
In-process research and development | $ 29,988 | $ 29,988 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 5.6 | $ 2.2 | $ 14.8 | $ 4.9 |
Goodwill and intangible asset_5
Goodwill and intangible assets - Summary of estimated future amortization expense of intangible assets with finite lives (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 (remainder of year) | $ 5,597 |
2021 | 22,792 |
2022 | 21,087 |
2023 | 20,074 |
2024 | 19,796 |
Thereafter | 67,726 |
Total estimated future amortization expense | $ 157,072 |
Balance sheet components - Sche
Balance sheet components - Schedule of property and equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property and equipment | ||
Total property and equipment, gross | $ 78,839 | $ 63,882 |
Accumulated depreciation and amortization | (32,709) | (26,135) |
Total property and equipment, net | 46,130 | 37,747 |
Leasehold improvements | ||
Property and equipment | ||
Total property and equipment, gross | 23,350 | 18,352 |
Laboratory equipment | ||
Property and equipment | ||
Total property and equipment, gross | 32,676 | 24,873 |
Computer equipment | ||
Property and equipment | ||
Total property and equipment, gross | 8,126 | 5,995 |
Software | ||
Property and equipment | ||
Total property and equipment, gross | 2,649 | 2,611 |
Furniture and fixtures | ||
Property and equipment | ||
Total property and equipment, gross | 1,277 | 1,198 |
Automobiles | ||
Property and equipment | ||
Total property and equipment, gross | 58 | 58 |
Construction-in-progress | ||
Property and equipment | ||
Total property and equipment, gross | $ 10,703 | $ 10,795 |
Balance sheet components - Addi
Balance sheet components - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation | $ 2.4 | $ 1.8 | $ 6.8 | $ 5.2 |
Balance sheet components - Sc_2
Balance sheet components - Schedule of accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related expenses | $ 20,552 | $ 16,440 |
Compensation and other liabilities associated with business combinations | 38,905 | 30,560 |
Deferred revenue | 1,917 | 1,429 |
Other | 16,612 | 16,385 |
Total accrued liabilities | $ 77,986 | $ 64,814 |
Fair value measurements - Finan
Fair value measurements - Financial instruments at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 261,666 | $ 383,625 |
Unrealized Gains | 199 | 6 |
Unrealized Losses | 0 | (15) |
Financial assets: | 261,865 | 383,616 |
Cash equivalents | 332 | 136,997 |
Restricted cash | 6,685 | 6,183 |
Marketable securities | 254,848 | 240,436 |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 261,865 | 383,616 |
Total financial liabilities | 65,620 | 11,300 |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 169,362 | 190,008 |
Total financial liabilities | 0 | 0 |
Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 92,503 | 193,608 |
Total financial liabilities | 0 | 0 |
Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | 0 |
Total financial liabilities | 65,620 | 11,300 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 7,017 | 39,396 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Money market funds | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 7,017 | 39,396 |
Money market funds | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 7,017 | 39,396 |
Money market funds | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 0 | 0 |
Money market funds | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 0 | 0 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 300 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Certificates of deposit | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 300 | |
Certificates of deposit | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 0 | |
Certificates of deposit | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 300 | |
Certificates of deposit | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 0 | |
U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 162,163 | 150,627 |
Unrealized Gains | 182 | 0 |
Unrealized Losses | 0 | (15) |
U.S. treasury notes | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 162,345 | 150,612 |
U.S. treasury notes | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 162,345 | 150,612 |
U.S. treasury notes | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 0 | 0 |
U.S. treasury notes | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 0 | 0 |
U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 92,486 | 193,302 |
Unrealized Gains | 17 | 6 |
Unrealized Losses | 0 | 0 |
U.S. government agency securities | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 92,503 | 193,308 |
U.S. government agency securities | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 0 | 0 |
U.S. government agency securities | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 92,503 | 193,308 |
U.S. government agency securities | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 0 | 0 |
Stock payable liability | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 53,330 | |
Stock payable liability | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | |
Stock payable liability | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | |
Stock payable liability | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 53,330 | |
Contingent consideration | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 12,290 | 11,300 |
Contingent consideration | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | 0 |
Contingent consideration | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | 0 |
Contingent consideration | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 12,290 | 11,300 |
Accrued liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 10,500 | 3,300 |
Other long-term liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | $ 55,120 | $ 8,000 |
Fair value measurements - Addit
Fair value measurements - Additional information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Jul. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Transfers of assets and liabilities between Level 1, Level 2 and Level 3 | $ 0 | $ 0 | $ 0 | ||
Fair value of investments with unrealized losses | 11,900,000 | ||||
Change in fair value, expense | $ 16,200,000 | $ 37,900,000 | |||
Change in fair value, statement of operations location | us-gaap:OtherNonrecurringIncomeExpense | us-gaap:OtherNonrecurringIncomeExpense | |||
Genelex | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business acquisition, expected milestone duration | 4 years | ||||
Ongoing development post-close milestones | Jungla | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business acquisition, expected milestone duration | 2 years | ||||
Level 3 | Contingent consideration | Ongoing development post-close milestones | Jungla | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent obligation, fair value | $ 10,700,000 | $ 10,500,000 | $ 10,500,000 | ||
Level 3 | Contingent consideration | Ongoing development post-close milestones | Genelex | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent obligation, fair value | $ 2,000,000 | $ 1,800,000 | $ 1,800,000 |
Commitments and contingencies -
Commitments and contingencies - Operating lease - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2015 | |
Lessor, Lease, Description [Line Items] | |||||
Weighted-average remaining lease term | 5 years 8 months 12 days | 5 years 8 months 12 days | |||
Weighted-average discount rate | 11.30% | 11.30% | |||
Operating lease, cash payments | $ 3 | $ 2.7 | $ 8.4 | $ 7.6 | |
New Leases | Office Facility In San Francisco | |||||
Lessor, Lease, Description [Line Items] | |||||
Additional term of lease | 10 years | ||||
Lease term | 10 years | ||||
Security Deposit | $ 4.6 |
Commitments and contingencies_2
Commitments and contingencies - Components of lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease costs | $ 2,746 | $ 2,666 | $ 8,014 | $ 7,747 |
Sublease income | 0 | (43) | 0 | (129) |
Finance lease costs | 515 | 386 | 1,474 | 1,197 |
Total lease costs | $ 3,261 | $ 3,009 | $ 9,488 | $ 8,815 |
Commitments and contingencies_3
Commitments and contingencies - Schedule of future minimum payments under operating leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Future minimum lease payments under operating leases | ||
2020 (remainder of year) | $ 1,991 | |
2021 | 12,230 | |
2022 | 11,530 | |
2023 | 11,039 | |
2024 | 11,182 | |
Thereafter | 19,698 | |
Future non-cancelable minimum operating lease payments | 67,670 | |
Less: imputed interest | (18,679) | |
Total operating lease liabilities | 48,991 | |
Less: current portion | (6,628) | $ (4,870) |
Operating lease obligations, net of current portion | $ 42,363 | $ 42,191 |
Commitments and contingencies_4
Commitments and contingencies - Finance lease - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Lease term | 3 years | 3 years | |||
Weighted-average remaining lease term | 2 years 6 months | 2 years 6 months | |||
Weighted-average discount rate | 4.90% | 4.90% | |||
Finance lease assets | $ 6.2 | $ 6.2 | $ 5.6 | ||
Finance lease assets, balance sheet location | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent | ||
Finance lease, cash payments | $ 0.4 | $ 0.5 | $ 1.7 | $ 1.6 |
Commitments and contingencies_5
Commitments and contingencies - Schedule of future minimum lease payments under finance leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Future payments under the finance lease | ||
2020 (remainder of year) | $ 459 | |
2021 | 1,184 | |
2022 | 1,184 | |
2023 | 436 | |
Total finance lease obligations | 3,263 | |
Less: interest | (192) | |
Present value of net minimum finance lease payments | 3,071 | |
Less: current portion | (1,237) | $ (1,855) |
Finance lease obligations, net of current portion | $ 1,834 | $ 1,155 |
Commitments and contingencies_6
Commitments and contingencies - Debt financing - Additional information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Nov. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Long-term Purchase Commitment [Line Items] | ||||||
Payments of debt extinguishment costs | $ 0 | $ 10,638,000 | ||||
Note Purchase Agreement | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Maximum borrowing capacity | $ 200,000,000 | |||||
Maturity term | 7 years | |||||
Repayment of debt | $ 85,700,000 | |||||
Repayment of principal | 75,000,000 | |||||
Repayment of accrued interest | 2,400,000 | |||||
Payments of debt extinguishment costs | $ 8,900,000 | |||||
Initial sale of notes | Note Purchase Agreement | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Maximum borrowing capacity | $ 75,000,000 | |||||
Proceeds from notes sold | 10,300,000 | |||||
Loan and Security Agreement | Secured Debt | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Repayment of term loan | $ 64,700,000 | |||||
Interest expense | $ 0 | $ 1,600,000 | $ 0 | $ 5,500,000 |
Commitments and contingencies_7
Commitments and contingencies - Convertible Senior Notes - Additional information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)Trading_day$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($)$ / shares | |
Convertible debt | Convertible Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | ||
Stated interest rate | 2.00% | 2.00% | 2.00% | ||
Conversion ratio | 0.0336293 | ||||
Conversion price (in dollars per share) | $ / shares | $ 29.74 | $ 29.74 | $ 29.74 | ||
Redemption price, percent of principle | 100.00% | ||||
Number of trading days | 20 | ||||
Number of consecutive trading days | 30 | ||||
Threshold percentage of stock price trigger | 130.00% | ||||
Number of trading days immediately after five consecutive trading days | 5 | ||||
Threshold percentage of stock price trigger, maximum | 98.00% | ||||
Redemption period, number of trading days | 30 | ||||
Interest expense | $ | $ 5,500,000 | $ 1,100,000 | $ 16,400,000 | $ 1,100,000 | |
Level 2 | |||||
Debt Instrument [Line Items] | |||||
Convertible debt fair value | $ | $ 579,300,000 | $ 579,300,000 |
Commitments and contingencies_8
Commitments and contingencies - Components of debt (Details) - Convertible debt - Convertible Senior Notes $ in Thousands | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
Outstanding principal | $ 350,000 |
Unamortized debt discount and issuance costs | (70,130) |
Net carrying amount, liability component | $ 279,870 |
Commitments and contingencies_9
Commitments and contingencies - Other commitments - Additional information (Details) $ in Millions | Sep. 30, 2020USD ($) |
Service Agreements and Laboratory Supplies | |
Other Commitments [Line Items] | |
Noncancelable unconditional purchase commitments | $ 7.7 |
Stockholders' equity - Schedule
Stockholders' equity - Schedule of convertible preferred and common stock (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Convertible preferred stock: | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares outstanding, beginning of period | 125 | 125 | 125 | 3,459 |
Shares converted | 0 | 0 | 0 | (3,334) |
Shares outstanding, end of period | 125 | 125 | 125 | 125 |
Common stock: | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares outstanding, beginning of period | 131,289 | 93,763 | 98,796 | 75,481 |
Shares converted | 0 | 0 | 0 | (3,334) |
Common stock issued in connection with public offering (in shares) | 0 | 786 | 23,058 | 11,136 |
Common stock issued on exercise of stock options, net (in shares) | 245 | 71 | 553 | 411 |
Common stock issued pursuant to vesting of RSUs (in shares) | 1,322 | 476 | 4,803 | 1,721 |
Common stock issued pursuant to exercises of warrants (in shares) | 54 | 10 | 202 | 29 |
Common stock issued pursuant to employee stock purchase plan (in shares) | 0 | 0 | 342 | 235 |
Common stock issued pursuant to business combinations (in shares) | 358 | 1,409 | 5,514 | 4,168 |
Shares outstanding, end of period | 133,268 | 96,515 | 133,268 | 96,515 |
Stockholders' equity - Addition
Stockholders' equity - Additional information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2020 | Mar. 31, 2019 | Aug. 31, 2018 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Class of Stock [Line Items] | ||||||
Proceeds from issuance of common stock, net | $ 9,076,000 | $ 5,734,000 | ||||
Common stock | Underwritten Public Offering | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance of common stock, net | $ 184,000,000 | |||||
Number of shares sold in underwritten public offering | 20,400,000 | |||||
Shares issued price per share (in dollars per share) | $ 9 | |||||
Net proceeds from issuance of common stock | $ 173,000,000 | |||||
2018 Sales Agreement | Cowen and Company, LLC | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance of common stock, net | $ 46,000,000 | |||||
Percentage of commission payable on gross proceeds | 3.00% | |||||
Number of shares sold in underwritten public offering | 2,600,000 | |||||
Shares issued price per share (in dollars per share) | $ 17.60 | |||||
Net proceeds from issuance of common stock | $ 44,500,000 | |||||
2018 Sales Agreement | Maximum | Cowen and Company, LLC | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance of common stock, net | $ 175,000,000 | $ 75,000,000 |
Stock incentive plans - Additio
Stock incentive plans - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | ||||
Jun. 30, 2020 | Jul. 31, 2019 | Jun. 30, 2019 | Jan. 31, 2015 | Sep. 30, 2020 | Sep. 30, 2019 | |
RSU | ||||||
Stock incentive plan | ||||||
Vested stock units awarded (in shares) | 4,803,000 | |||||
RSUs granted (in shares) | 4,545,000 | |||||
PRSU | ||||||
Stock incentive plan | ||||||
RSUs granted (in shares) | 274,000 | |||||
Stock incentive plans | ||||||
Stock incentive plan | ||||||
Vesting period | 4 years | |||||
Stock incentive plans | RSU | ||||||
Stock incentive plan | ||||||
Vesting period | 3 years | |||||
Stock incentive plans | Stock options | ||||||
Stock incentive plan | ||||||
Vesting period | 4 years | |||||
Vesting rate upon anniversaries | 25.00% | |||||
Monthly vesting rate thereafter | 2.08% | |||||
Options granted (in dollars per share) | $ 10.10 | $ 14.52 | ||||
Total grant date fair value of options to purchase common stock vested | $ 2.3 | $ 3.6 | ||||
Exercised, aggregate intrinsic value | $ 9.9 | $ 5.8 | ||||
Stock incentive plans | First anniversary | RSU | ||||||
Stock incentive plan | ||||||
Vesting rate upon anniversaries | 33.33% | |||||
Stock incentive plans | Second anniversary | RSU | ||||||
Stock incentive plan | ||||||
Vesting rate upon anniversaries | 33.33% | |||||
Stock incentive plans | Third anniversary | RSU | ||||||
Stock incentive plan | ||||||
Vesting rate upon anniversaries | 33.33% | |||||
2019 Incentive Compensation Plan | PRSU | ||||||
Stock incentive plan | ||||||
Vesting period | 1 year | 2 years | ||||
Vested stock units awarded (in shares) | 800,000 | |||||
RSUs granted (in shares) | 300,000 | |||||
Fair value | $ 2.8 | |||||
Shares reserved for future issuance | 200,000 | |||||
2015 Employee Stock Purchase Plan | ||||||
Stock incentive plan | ||||||
Shares reserved for future issuance | 1,200,000 | |||||
Purchase price of common stock of the lesser of fair market value on the purchase date or the last trading day preceding the offering date | 85.00% | |||||
Cash received from payroll deductions | $ (3.6) | |||||
Minimum | 2010 Plan | ||||||
Stock incentive plan | ||||||
Employees holding voting rights of all classes of stock | 10.00% | |||||
Exercise price of options on common stock | 110.00% | |||||
Minimum | 2019 Incentive Compensation Plan | PRSU | ||||||
Stock incentive plan | ||||||
Potential payout, target percentage | 0.00% | |||||
Maximum | 2010 Plan | ||||||
Stock incentive plan | ||||||
Term of options granted | 10 years | |||||
Maximum | 2019 Incentive Compensation Plan | PRSU | ||||||
Stock incentive plan | ||||||
Potential payout, target percentage | 100.00% | |||||
Singular Bio | Stock incentive plans | ||||||
Stock incentive plan | ||||||
RSUs granted (in shares) | 3,700,000 | |||||
Singular Bio | Stock incentive plans | RSU | ||||||
Stock incentive plan | ||||||
Fair value | $ 90 | |||||
Singular Bio | Stock incentive plans | PRSU | ||||||
Stock incentive plan | ||||||
Vesting period | 12 months | 18 months | ||||
Vested stock units awarded (in shares) | 1,200,000 | |||||
Fair value | $ 45 | $ 37.4 | ||||
Singular Bio | Stock incentive plans | First anniversary | RSU | ||||||
Stock incentive plan | ||||||
Vesting rate upon anniversaries | 33.33% | 33.33% | ||||
Singular Bio | Stock incentive plans | Second anniversary | RSU | ||||||
Stock incentive plan | ||||||
Vesting rate upon anniversaries | 33.33% | 33.33% | ||||
Singular Bio | Stock incentive plans | Third anniversary | RSU | ||||||
Stock incentive plan | ||||||
Vesting rate upon anniversaries | 33.33% | 33.33% |
Stock incentive plans - Schedul
Stock incentive plans - Schedule of activity under the plans (Details) - Stock incentive plans $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Stock options | ||
Activity under the plan | ||
Shares available for grant, beginning balance (in shares) | 5,444 | |
Stock options outstanding, beginning balance (in shares) | 3,542 | |
Additional shares reserved (in shares) | 4,649 | |
Options granted (in shares) | 295 | |
Options exercised (in shares) | (553) | |
Shares available for grant, ending balance (in shares) | 6,990 | 5,444 |
Stock options outstanding, ending balance (in shares) | 3,284 | 3,542 |
Weighted-Average Exercise Price | ||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 9.49 | |
Options granted (in dollars per share) | $ / shares | 17.26 | |
Options exercised (in dollars per share) | $ / shares | 7.53 | |
Balance at the end of the period (in dollars per share) | $ / shares | $ 10.54 | $ 9.49 |
Additional information | ||
Exercisable, number of shares | 2,767 | |
Exercisable, weighted-average exercise price (in dollars per share) | $ / shares | $ 9.50 | |
Weighted-average remaining contractual life | 5 years 10 months 24 days | 6 years 1 month 6 days |
Aggregate Intrinsic Value | $ | $ 107,733 | $ 24,966 |
Exercisable, weighted-average remaining contractual life | 5 years 4 months 24 days | |
Exercisable, aggregate intrinsic value | $ | $ 93,648 | |
Vested and expected to vest | ||
Number of shares | 3,200 | |
Weighted-average exercise price (in dollars per share) | $ / shares | $ 10.39 | |
Weighted-average remaining contractual life | 5 years 10 months 24 days | |
Aggregate intrinsic value | $ | $ 105,483 | |
Time-based RSUs and PRSUs | ||
Activity under the plan | ||
Granted (in shares) | (3,241) | |
Cancelled (in shares) | 433 |
Stock incentive plans - Summary
Stock incentive plans - Summary of RSU activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
RSU | |
Number of Shares | |
Balance at the beginning of the period (in shares) | shares | 8,885 |
Granted (in shares) | shares | 4,545 |
Vested stock units awarded (in shares) | shares | (4,803) |
Cancelled (in shares) | shares | (433) |
Balance at the end of the period (in shares) | shares | 6,890 |
Weighted- Average Grant Date Fair Value Per Share | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 15.17 |
Granted (in dollars per share) | $ / shares | 18.53 |
Vested (in dollars per share) | $ / shares | 17.98 |
Cancelled (in dollars per share) | $ / shares | 18.40 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 12.82 |
Time-based RSUs and PRSUs | |
Number of Shares | |
Granted and adjusted (in shares) | shares | (1,578) |
Weighted- Average Grant Date Fair Value Per Share | |
Granted (in dollars per share) | $ / shares | $ 25.85 |
PRSU | |
Number of Shares | |
Granted (in shares) | shares | 274 |
Weighted- Average Grant Date Fair Value Per Share | |
Granted (in dollars per share) | $ / shares | $ 16.17 |
Stock incentive plans - Summa_2
Stock incentive plans - Summary of stock based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-based compensation | ||||
Total stock-based compensation expense | $ 21,205 | $ 28,286 | $ 102,329 | $ 47,826 |
Cost of revenue | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | 2,104 | 822 | 5,321 | 3,678 |
Research and development | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | 7,185 | 22,181 | 70,954 | 30,753 |
Selling and marketing | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | 4,078 | 1,752 | 9,198 | 5,909 |
General and administrative | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | $ 7,838 | $ 3,531 | $ 16,856 | $ 7,486 |
Net loss per share - Schedule o
Net loss per share - Schedule of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (102,902) | $ (78,707) | $ (367,832) | $ (165,060) |
Shares used in computing net loss per share, basic and diluted | 132,484 | 95,577 | 119,386 | 88,663 |
Net loss per share, basic and diluted (in dollars per share) | $ (0.78) | $ (0.82) | $ (3.08) | $ (1.86) |
Net loss per share - Schedule_2
Net loss per share - Schedule of antidilutive securities excluded from computation of earnings per share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 19,537 | 15,840 | 19,864 | 12,146 |
Shares of common stock subject to outstanding options | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 3,365 | 3,647 | 3,419 | 3,691 |
Shares of common stock subject to outstanding warrants | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 330 | 586 | 396 | 596 |
Shares of common stock subject to outstanding RSUs | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 5,800 | 5,915 | 5,589 | 4,878 |
Shares of common stock subject to outstanding PRSUs | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 1,531 | 2,722 | 1,945 | 994 |
Shares of common stock pursuant to ESPP | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 312 | 229 | 316 | 219 |
Shares of common stock underlying Series A convertible preferred stock | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 125 | 125 | 125 | 896 |
Shares of common stock subject to convertible senior notes exercise | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 8,074 | 2,616 | 8,074 | 872 |
Geographic information - Schedu
Geographic information - Schedule of revenue by country (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Geographic information | ||||
Total revenue | $ 68,728 | $ 56,511 | $ 179,167 | $ 150,539 |
United States | ||||
Geographic information | ||||
Total revenue | 64,322 | 52,687 | 167,462 | 140,700 |
Canada | ||||
Geographic information | ||||
Total revenue | 1,101 | 1,158 | 3,117 | 3,005 |
Rest of world | ||||
Geographic information | ||||
Total revenue | $ 3,305 | $ 2,666 | $ 8,588 | $ 6,834 |