Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Invitae Corp | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | NVTA | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Entity Central Index Key | 0001501134 | |
Entity File Number | 001-36847 | |
Amendment Flag | false | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 217,339,666 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Tax Identification Number | 27-1701898 | |
Entity Address, Address Line One | 1400 16th Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
City Area Code | 415 | |
Local Phone Number | 374-7782 | |
Entity Current Reporting Status | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,107,745 | $ 124,794 |
Marketable securities | 422,473 | 229,186 |
Accounts receivable | 55,714 | 47,722 |
Inventory | 29,982 | 32,030 |
Prepaid expenses and other current assets | 28,089 | 20,200 |
Total current assets | 1,644,003 | 453,932 |
Property and equipment, net | 82,760 | 66,102 |
Operating lease assets | 120,844 | 45,109 |
Restricted cash | 10,275 | 6,686 |
Intangible assets, net | 1,057,389 | 981,845 |
Goodwill | 2,060,889 | 1,863,623 |
Other assets | 19,303 | 13,188 |
Total assets | 4,995,463 | 3,430,485 |
Current liabilities: | ||
Accounts payable | 31,244 | 25,203 |
Accrued liabilities | 88,045 | 86,058 |
Operating lease obligations | 11,930 | 8,789 |
Finance lease obligations | 2,422 | 1,695 |
Total current liabilities | 133,641 | 121,745 |
Operating lease obligations, net of current portion | 122,840 | 48,357 |
Finance lease obligations, net of current portion | 3,540 | 3,123 |
Debt | 108,920 | 104,449 |
Convertible senior notes, net | 1,460,873 | 283,724 |
Deferred tax liability | 50,998 | 51,538 |
Other long-term liabilities | 460,666 | 841,256 |
Total liabilities | 2,341,478 | 1,454,192 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock | 20 | 19 |
Accumulated other comprehensive income | 34 | 1 |
Additional paid-in capital | 3,973,479 | 3,337,120 |
Accumulated deficit | (1,319,548) | (1,360,847) |
Total stockholders’ equity | 2,653,985 | 1,976,293 |
Total liabilities and stockholders’ equity | $ 4,995,463 | $ 3,430,485 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 116,312 | $ 46,191 | $ 219,933 | $ 110,439 |
Cost of revenue | 89,331 | 42,952 | 164,822 | 83,374 |
Research and development | 106,454 | 74,963 | 186,812 | 130,631 |
Selling and marketing | 56,964 | 39,520 | 108,204 | 81,640 |
General and administrative | 38,303 | 26,006 | 110,820 | 49,828 |
Change in fair value of contingent consideration | (303,349) | 4,832 | (366,970) | 4,832 |
Income (loss) from operations | 128,609 | (142,082) | 16,245 | (239,866) |
Other income (expense), net | 2,024 | (21,436) | 6,489 | (16,728) |
Interest expense | (13,407) | (5,485) | (21,800) | (10,936) |
Net income (loss) before taxes | 117,226 | (169,003) | 934 | (267,530) |
Income tax benefit | (16,560) | (2,600) | (23,360) | (2,600) |
Net income (loss) | $ 133,786 | $ (166,403) | $ 24,294 | $ (264,930) |
Net loss per share, basic (in dollars per share) | $ 0.66 | $ (1.29) | $ 0.12 | $ (2.35) |
Net loss per share, diluted (in dollars per share) | $ 0.53 | $ (1.29) | $ 0.11 | $ (2.35) |
Shares used in computing net income (loss) per share, basic | 204,110 | 129,023 | 199,083 | 112,765 |
Shares used in computing net income (loss) per share, diluted | 264,921 | 129,023 | 216,595 | 112,765 |
Test revenue | ||||
Revenue: | ||||
Total revenue | $ 111,496 | $ 45,099 | $ 210,772 | $ 108,177 |
Other revenue | ||||
Revenue: | ||||
Total revenue | $ 4,816 | $ 1,092 | $ 9,161 | $ 2,262 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 133,786 | $ (166,403) | $ 24,294 | $ (264,930) |
Other comprehensive income (loss): | ||||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | (16) | (722) | 33 | 581 |
Comprehensive income (loss) | $ 133,770 | $ (167,125) | $ 24,327 | $ (264,349) |
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: | Additional paid-in capital:Cumulative effect of adoption of ASU 2020-06 | Accumulated deficit: | Accumulated deficit:Cumulative effect of adoption of ASU 2020-06 | AdjustmentAdditional paid-in capital: |
Balance, beginning of period at Dec. 31, 2019 | $ 10 | $ (9) | $ 1,138,316 | $ (758,677) | ||||
Balance, beginning of period (Reclassification of stock payable liabilities) 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 | $ 581 | 581 | ||||||
Common stock issued on exercise of stock options, net | 2,171 | |||||||
Common stock issued pursuant to exercises of warrants | 62 | |||||||
Common stock issued pursuant to employee stock purchase plan | 4,527 | |||||||
Common stock issued or issuable pursuant to acquisitions | 102,506 | |||||||
Stock-based compensation expense | 32,536 | |||||||
Net income (loss) | (264,930) | (264,930) | ||||||
Balance, end of period at Jun. 30, 2020 | $ 464,195 | 13 | 572 | 1,487,217 | (1,023,607) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate202006Member | |||||||
Balance, beginning of period at Dec. 31, 2019 | 10 | (9) | 1,138,316 | (758,677) | ||||
Balance, beginning of period (Reclassification of stock payable liabilities) at Dec. 31, 2019 | $ (10,387) | |||||||
Balance, end of period at Dec. 31, 2020 | $ 1,976,293 | 19 | 1 | 3,337,120 | $ (75,488) | (1,360,847) | $ 17,005 | |
Balance, beginning of period at Mar. 31, 2020 | 10 | 1,294 | 1,182,033 | (857,204) | ||||
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 | (722) | (722) | ||||||
Common stock issued on exercise of stock options, net | 1,026 | |||||||
Common stock issued pursuant to exercises of warrants | 35 | |||||||
Common stock issued pursuant to employee stock purchase plan | 4,527 | |||||||
Common stock issued or issuable pursuant to acquisitions | 60,053 | |||||||
Stock-based compensation expense | 22,057 | |||||||
Net income (loss) | (166,403) | (166,403) | ||||||
Balance, end of period at Jun. 30, 2020 | 464,195 | 13 | 572 | 1,487,217 | (1,023,607) | |||
Balance, beginning of period at Dec. 31, 2020 | 1,976,293 | 19 | 1 | 3,337,120 | $ (75,488) | (1,360,847) | $ 17,005 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued | 1 | 434,263 | ||||||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | 33 | 33 | ||||||
Common stock issued on exercise of stock options, net | 2,952 | |||||||
Common stock issued pursuant to exercises of warrants | 1,242 | |||||||
Common stock issued pursuant to employee stock purchase plan | 7,974 | |||||||
Common stock issued or issuable pursuant to acquisitions | 163,876 | |||||||
Stock-based compensation expense | 101,540 | |||||||
Net income (loss) | 24,294 | 24,294 | ||||||
Balance, end of period at Jun. 30, 2021 | 2,653,985 | 20 | 34 | 3,973,479 | (1,319,548) | |||
Balance, beginning of period at Mar. 31, 2021 | 20 | 50 | 3,829,553 | (1,453,334) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | (16) | (16) | ||||||
Common stock issued on exercise of stock options, net | 1,192 | |||||||
Common stock issued pursuant to employee stock purchase plan | 7,974 | |||||||
Common stock issued or issuable pursuant to acquisitions | 89,054 | |||||||
Stock-based compensation expense | 45,706 | |||||||
Net income (loss) | 133,786 | 133,786 | ||||||
Balance, end of period at Jun. 30, 2021 | $ 2,653,985 | $ 20 | $ 34 | $ 3,973,479 | $ (1,319,548) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 24,294 | $ (264,930) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 35,262 | 14,500 |
Stock-based compensation | 106,337 | 81,124 |
Amortization of debt discount and issuance costs | 6,492 | 7,337 |
Remeasurements of liabilities associated with business combinations | (372,722) | 26,749 |
Benefit from income taxes | (23,360) | (2,600) |
Post-combination expense for acceleration of unvested equity | 2,959 | 0 |
Other | 5,273 | (536) |
Changes in operating assets and liabilities, net of businesses acquired: | ||
Accounts receivable | (6,953) | 4,939 |
Inventory | 2,048 | (4,432) |
Prepaid expenses and other current assets | (8,346) | 1,383 |
Other assets | (2,165) | 942 |
Accounts payable | 3,781 | 9,185 |
Accrued expenses and other long-term liabilities | 8,255 | 3,585 |
Net cash used in operating activities | (218,845) | (122,754) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (325,957) | (115,350) |
Proceeds from sales of marketable securities | 0 | 12,532 |
Proceeds from maturities of marketable securities | 127,738 | 89,965 |
Acquisition of businesses, net of cash acquired | (134,006) | (57,576) |
Purchases of property and equipment | (20,154) | (10,854) |
Other | (1,880) | (1,334) |
Net cash used in investing activities | (354,259) | (82,617) |
Cash flows from financing activities: | ||
Proceeds from public offerings of common stock, net | 434,263 | 217,489 |
Proceeds from issuance of common stock | 11,717 | 6,760 |
Proceeds from issuance of convertible senior notes, net | 1,116,850 | 0 |
Other | (3,186) | (1,904) |
Net cash provided by financing activities | 1,559,644 | 222,345 |
Net increase in cash, cash equivalents and restricted cash | 986,540 | 16,974 |
Cash, cash equivalents and restricted cash at beginning of period | 131,480 | 157,572 |
Cash, cash equivalents and restricted cash at end of period | 1,118,020 | 174,546 |
Supplemental cash flow information of non-cash investing and financing activities: | ||
Equipment acquired through finance leases | 2,578 | 0 |
Purchases of property and equipment in accounts payable and accrued liabilities | 5,016 | 1,570 |
Common stock issued for acquisition of businesses | 163,876 | 75,682 |
Consideration payable for acquisition of businesses | 0 | 16,813 |
Operating lease assets obtained in exchange for lease obligations, net | $ 80,157 | $ 4,046 |
Organization and description of
Organization and description of business | 6 Months Ended |
Jun. 30, 2021 | |
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 we changed our name to Invitae Corporation in 2012. We offer high-quality, comprehensive, affordable genetic testing across multiple clinical areas, including hereditary cancer, cardiology, neurology, pediatrics, personalized oncology, metabolic conditions and rare diseases. To augment our offering and realize our mission, we have acquired multiple assets and businesses that further expanded our test menu and suite of genome management offerings and accelerated our entry into key genomics markets. Invitae operates in one segment. Basis of presentation |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2021 | |
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, restricted cash, 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. 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 consolidated statements of cash flows (in thousands): June 30, 2021 December 31, 2020 Cash and cash equivalents $ 1,107,745 $ 124,794 Restricted cash 10,275 6,686 Total cash, cash equivalents and restricted cash $ 1,118,020 $ 131,480 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. During the current period, we have disclosed the change in fair value of our contingent consideration separately in our statements of operations; these amounts are general and administrative in nature and were disclosed in general and administrative expense previous periods. 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. Recently adopted accounting pronouncements 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 elected to adopt the amendments on a modified retrospective basis effective January 1, 2021, which required a cumulative-effect adjustment to retained earnings. The cumulative-effect adjustment resulted in a decrease in accumulated deficit of $17.0 million related to the reversal of the equity component and associated issuance costs as well as adjustment of the related amortization costs of our existing convertible senior notes due in 2024. Reporting periods beginning on or after January 1, 2021 are presented under this new guidance while prior periods have not been adjusted and continue to be reported in accordance with our historic accounting under GAAP. See further information about our Senior Convertible Notes in Note 8, “Commitments and contingencies.” |
Revenue, accounts receivable an
Revenue, accounts receivable and deferred revenue | 6 Months Ended |
Jun. 30, 2021 | |
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 and precision oncology products to four groups of customers: biopharmaceutical partners, patients who pay directly, patients' insurance carriers, and other business-to-business customers (e.g., hospitals, clinics, medical centers). Test revenue is generated in two ways: through a centralized lab and decentralized through the shipment of reactions to biopharmaceutical partners and other business-to-business customers. We refer to the set of reagents needed to perform a next-generation sequencing test as a "reaction." Amounts billed and collected, and the timing of collections, vary based on the type of payer. Other revenue consists principally of revenue recognized under contracts for biopharmaceutical development services and other collaboration and genome network agreements and is accounted for under the provisions provided in Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers . Our revenue as disaggregated by payer category and revenue subtype was as follows (in thousands): Three Months Ended June 30, 2021 Patient Biopharma partner Other business-to-business Total Insurance Direct Test revenue: Centralized $ 71,254 $ 10,523 $ 8,688 $ 12,172 $ 102,637 Decentralized — — 214 8,645 8,859 Total test revenue 71,254 10,523 8,902 20,817 111,496 Other revenue — — 1,768 3,048 4,816 Total revenue $ 71,254 $ 10,523 $ 10,670 $ 23,865 $ 116,312 Three Months Ended June 30, 2020 Patient Biopharma partner Other business-to-business Total Insurance Direct Test revenue: Centralized $ 31,270 $ 4,298 $ 4,289 $ 5,242 $ 45,099 Total test revenue 31,270 4,298 4,289 5,242 45,099 Other revenue — — 477 615 1,092 Total revenue $ 31,270 $ 4,298 $ 4,766 $ 5,857 $ 46,191 Six Months Ended June 30, 2021 Patient Biopharma partner Other business-to-business Total Insurance Direct Test revenue: Centralized $ 132,145 $ 19,472 $ 19,260 $ 22,348 $ 193,225 Decentralized — — 596 16,951 17,547 Total test revenue 132,145 19,472 19,856 39,299 210,772 Other revenue — — 4,830 4,331 9,161 Total revenue $ 132,145 $ 19,472 $ 24,686 $ 43,630 $ 219,933 Six Months Ended June 30, 2020 Patient Biopharma partner Other business-to-business Total Insurance Direct Test revenue: Centralized $ 75,061 $ 10,089 $ 8,600 $ 14,427 $ 108,177 Total test revenue 75,061 10,089 8,600 14,427 108,177 Other revenue — — 929 1,333 2,262 Total revenue $ 75,061 $ 10,089 $ 9,529 $ 15,760 $ 110,439 We recognize revenue related to billings based on estimates of the amount that will ultimately be realized. Cash collections for certain tests delivered may differ from rates originally estimated. We update our estimate of the amounts to be recognized based on new information evaluated on a quarterly basis. Updates to our estimates resulted in the following changes to revenue, income (loss) from operations and basic and diluted net income (loss) per share (in millions, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue $ 4.2 $ 0.9 $ 8.5 $ 2.3 Income (loss) from operations $ 4.2 $ (0.9) $ 8.5 $ (2.3) Net income (loss) per share, basic $ 0.02 $ (0.01) $ 0.04 $ (0.02) Net income (loss) per share, diluted $ 0.02 $ (0.01) $ 0.04 $ (0.02) Impact of COVID-19 Our billable 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 the current COVID-19 pandemic continues to impact our business operations and practices. While we expect that it may continue to impact our business, we experienced limited disruption during the second quarter of 2021. We have reviewed and adjusted, when necessary, for the impact of COVID-19 on our estimates related to revenue recognition and expected credit losses. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law as 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; in April 2020, we received $3.8 million as a part of this initiative, and in January 2021, we received an additional $2.3 million. These payments were recognized as other income, net in our consolidated statement of operations in the periods received. 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 biopharmaceutical partners and other business-to-business customers for test and other revenue recognized, and estimated amounts to be collected from third-party insurance payers for genetic testing 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. We also record unbilled revenue for revenue recognized but yet to be billed for services provided to biopharmaceutical companies related to companion diagnostic development. This contract receivable was $3.7 million and $4.3 million as of June 30, 2021 and December 31, 2020, respectively, and was included in prepaid expenses and other current assets on the consolidated balance sheets. Deferred revenue We record a contract liability when cash payments are received or due in advance of our performance related to one or more performance obligations. The deferred revenue balance primarily consists of advanced billings for biopharmaceutical development services, including billings at the initiation of performance-based milestones, and recognized as revenue in the applicable future period when the revenue is earned. Also included are prepayments related to our consumer direct channel. During the three and six months ended June 30, 2021, we recognized revenue from deferred revenue recorded in prior periods of $2.3 million and $2.6 million, respectively. |
Business combinations
Business combinations | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business combinations | Business combinations Singular Bio In June 2019, we acquired 100% of the fully diluted equity of Singular Bio, Inc. ("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. In June 2019, 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 vested 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 these awards and the number of shares issued are not fixed until the awards vest. During the three and six months ended June 30, 2021, we recorded research and development stock-based compensation expense of nil related to the Time-based RSUs, and income of $0.5 million and expense of $1.9 million, respectively, related to the PRSUs based on our evaluation of the probability of achieving performance conditions, primarily due to the change in value of our common stock. During the three and six months ended June 30, 2020, we recorded research and development stock-based compensation expense of $10.9 million and $18.5 million, respectively, related to the Time-based RSUs and $18.9 million and $30.1 million, respectively, related to the PRSUs. As of June 30, 2021, the Time-based RSUs and PRSUs had a total fair value of $43.9 million and $45.7 million, respectively, based on a total estimated issuance of 3.6 million shares and expectation of the achievement of the performance conditions. As of June 30, 2021, all of the Time-based RSUs and 1.5 million of the PRSUs had vested with a total fair value of $84.3 million, which was recorded in common stock issued or issuable pursuant to business combinations in the consolidated statements of stockholders' equity upon issuance. Jungla In July 2019, we acquired 100% of the equity interest of Jungla Inc. ("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. 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 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 a general and administrative expense. As of June 30, 2021, the fair value of this contingent consideration was $3.6 million representing the fair value of the remaining milestone, which was achieved in July 2021. Diploid In March 2020, we acquired 100% of the equity interest of Orbicule BV ("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. As of June 30, 2021, we had a stock payable liability related to our acquisition of Diploid of $14.2 million, which represents 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, with the change recorded in other income (expense), net. Genelex and YouScript In April 2020, we acquired 100% of the equity interest of Genelex Solutions, LLC ("Genelex") and YouScript Incorporated ("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 were 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 remainder 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 were subject to a hold-back to satisfy indemnification obligations that may arise. As of the acquisition date, we recorded stock payable liabilities of $6.2 million to represent the hold-back obligation to issue shares subject to indemnification claims that may arise. These liabilities are adjusted at each reporting period based on the fair value of our common stock, which is a Level 3 input. As of June 30, 2021, the value of this liability was $7.8 million with the change recorded in other income (expense), net. In April 2021, the amounts held back to satisfy indemnification obligations for Genelex were released in full to the former shareholders. 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. 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 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. As of June 30, 2021, the fair value of this contingent consideration was $1.6 million. ArcherDX In October 2020, we acquired ArcherDX, Inc. ("ArcherDX"), a genomics analysis company democratizing precision oncology. 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. During the three months ended March 31, 2021, Invitae and the sellers of ArcherDX reached an agreement to reduce the purchase price by $1.2 million based on the final acquired net working capital. This adjustment was recorded during the three months ended March 31, 2021 and reduced the contingent consideration liability and goodwill by approximately $1.2 million. 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 may be required to pay contingent consideration based on achievement of post-closing development and revenue milestones. As of the acquisition date, the total fair value of the contingent consideration was $945.2 million. Of the five milestones, one milestone was achieved in November 2020, which resulted in the issuance of 5.0 million shares of our common stock and a cash payment of $1.9 million, and three milestones were achieved or deemed to be achieved during the three months ended June 30, 2021, which resulted in the issuance of 13.8 million shares of our common stock and a cash payment of $3.3 million in July 2021. The remaining milestone is based upon receiving U.S. Food and Drug Administration ("FDA") clearance or approval of STRATAFIDE, which per the terms of the acquisition agreement, must be completed by March 31, 2022, subject to certain extensions (the "ArcherDX Final Milestone"). The material factors that may impact the fair value of the contingent consideration, and therefore the liability, are (i) the estimated number of shares to be issued, (ii) the volatility of our common stock, (iii) the probabilities of achievement of milestones within the timeframes prescribed in the acquisition agreement and (iv) discount rates, all of which are Level 3 inputs not supported by market activity. Significant changes in any of these inputs may result in a significant change in fair value, which is estimated at each reporting date. As of December 31, 2020, the fair value of the contingent consideration related to ArcherDX was $788.3 million. As of June 30, 2021, the fair value of the contingent consideration representing the remaining milestones was $423.9 million, which includes the three milestones achieved or deemed to be achieved during the three months ended June 30, 2021 and paid in July 2021 discussed above. With respect to the ArcherDX Final Milestone, the liability has been reduced to zero as of June 30, 2021 from $262.5 million as of March 31, 2021 and $287.7 million as of December 31, 2020, with the offsetting change recorded as changes in fair value of contingent consideration in our consolidated statements of operations. The removal of the liability balance and the associated change in fair value of contingent consideration was a result of our reassessment of the steps necessary to achieve clearance or approval based on FDA feedback received principally in the three months ended June 30, 2021. As a result of our reassessment, we do not believe achievement of the conditions will occur prior to the expiry date for achievement under the timeframe prescribed in the acquisition agreement. We expect FDA clearance or approval of STRATAFIDE at a later date upon resolution of the necessary steps. In connection with the acquisition, we granted awards of Invitae common stock to new employees who joined Invitae in connection with our acquisition of ArcherDX that vest upon the achievement of the contingent consideration milestones discussed above and are subject to the employee’s continued service with us, unless terminated without cause in which case vesting is only dependent on milestone achievement. As the number of shares that are expected to be issued are fixed, the awards are equity-classified. During the three months ended June 30, 2021, we recorded a net $1.2 million in stock-based compensation expense related to the ArcherDX milestones, which includes $28.3 million related to milestones achieved in the three months ended June 30, 2021, $2.6 million due to an accounting modification of certain awards whereby the employees' continued substantive services were no longer required, offset by a reversal of $29.7 million recognized in prior periods related to the determination that the ArcherDX Final Milestone will not be achieved within the specified timeframe prescribed in the acquisition agreement. During the six months ended June 30, 2021, we recorded a net $41.8 million in stock-based compensation expense related to the ArcherDX milestones, which includes $38.5 million related to milestones achieved in the three months ended June 30, 2021, $33.0 million due to an accounting modification of certain awards whereby the employees' continued substantive services were no longer required, offset by a reversal of $29.7 million recognized in prior periods related to the determination that the ArcherDX Final Milestone will not be achieved within the specified timeframe prescribed in the acquisition agreement. One Codex In February 2021, we acquired 100% of the equity interest of Reference Genomics, Inc. d/b/a One Codex ("One Codex"), a company developing and commercializing products and services relating to microbiome sequencing, analysis and reporting, for upfront consideration consisting of $17.3 million in cash and 1.4 million shares of our common stock, of which approximately 0.2 million shares are subject to a hold-back to satisfy indemnification obligations that may arise following the closing. These shares subject to a hold-back were issued to a third-party at the closing date to hold in escrow until the escrow period is complete, and as such were classified as equity. We included the financial results of One Codex in our consolidated financial statements from the acquisition date, which were not material. The following table summarizes the purchase price and post-combination expense recorded as a part of the acquisition of One Codex (in thousands): Purchase Price Post-combination Expense Cash transferred $ 16,504 $ 783 Hold-back consideration - common stock 8,113 359 Common stock transferred 58,774 2,600 Total $ 83,391 $ 3,742 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 One Codex at the date of acquisition (in thousands): Cash $ 1,549 Accounts receivable 684 Developed technology 23,841 Customer relationships 440 Total identifiable assets acquired 26,514 Other liabilities (415) Deferred tax liability (6,150) Net identifiable assets acquired 19,949 Goodwill 63,442 Total purchase price $ 83,391 Based on the guidance provided in ASC 805, Business Combinations , we accounted for the acquisition of One Codex as a business combination and determined that 1) One Codex 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 assets acquired were developed technology related to One Codex's microbiome and infectious disease platform and its customer relationships in place at time of acquisition. The fair value of the intangible assets was estimated using an income approach with an estimated useful life of nine years. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of One Codex resulted in the recognition of $63.4 million of goodwill, which we believe relates primarily to expansion of the acquired technology to apply to new areas of genetic testing. The goodwill created as a result of the acquisition of One Codex is not deductible for tax purposes. Genosity In April 2021, we acquired 100% of the fully diluted equity of Genosity Inc. ("Genosity"), a company providing genomic laboratory services, for approximately $196.0 million, consisting of approximately $120.0 million in cash and the remainder in shares of our common stock. In connection with this transaction, we granted RSUs having a value of up to $5.0 million to certain continuing employees. We included the financial results of Genosity in our consolidated financial statements from the acquisition date, which were not material. The following table summarizes the purchase price recorded as a part of the acquisition of Genosity (in thousands): Purchase Price Cash transferred $ 119,959 Liabilities assumed and other consideration 8,774 Common stock transferred 67,308 Total $ 196,041 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 Genosity at the date of acquisition (in thousands): Cash $ 906 Accounts receivable 355 Developed technology 76,500 Other assets 3,732 Total identifiable assets acquired 81,493 Other liabilities (2,852) Deferred tax liability (17,600) Net identifiable assets acquired 61,041 Goodwill 135,000 Total purchase price $ 196,041 Based on the guidance provided in ASC 805, Business Combinations, we accounted for the acquisition of Genosity as a business combination and determined that 1) Genosity 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. Pursuant to the terms of the acquisition, we incorporated a provision to provide additional shares in the event that our common stock share price decreased after the acquisition, but prior to filing a resale registration statement. At acquisition we estimated this provision to be $7.0 million. On filing the resale registration statement the fair value was $3.2 million; the difference of $3.8 million was recorded as an expense in general and administrative expense during the three months ended June 30, 2021. 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 certain aspects of our asset valuations and 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 assets acquired were developed technology related to Genosity's genomic laboratory services and sequencing software in place at time of acquisition. The fair value of the intangible assets was estimated using an income approach with an estimated useful life of twelve years. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Genosity resulted in the recognition of $135.0 million of goodwill, which we believe relates primarily to expansion of the acquired technology to apply to new areas of genetic testing. The goodwill created as a result of the acquisition of Genosity is not deductible for tax purposes. |
Goodwill and intangible assets
Goodwill and intangible assets | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020 $ 1,863,623 Goodwill adjustment (1,176) Goodwill acquired 198,442 Balance as of June 30, 2021 $ 2,060,889 Intangible assets The following table presents details of our intangible assets (amounts in thousands, useful lives in years): June 30, 2021 December 31, 2020 Cost Accumulated Net Weighted-Average Cost Accumulated Net Weighted-Average Customer relationships $ 41,515 $ (10,696) $ 30,819 10.8 $ 41,075 $ (8,292) $ 32,783 10.8 Developed technology 498,259 (52,628) 445,631 10.7 397,563 (31,013) 366,550 10.6 Non-compete agreement 286 (258) 28 5.0 286 (229) 57 5.0 Tradename 21,085 (1,327) 19,758 12.0 21,085 (447) 20,638 12.0 Patent assets and licenses 496 (122) 374 15.0 496 (103) 393 15.0 Right to develop new technology 19,359 (968) 18,391 15.0 19,359 (323) 19,036 15.0 In-process research and development 542,388 — 542,388 n/a 542,388 — 542,388 n/a $ 1,123,388 $ (65,999) $ 1,057,389 10.9 $ 1,022,252 $ (40,407) $ 981,845 10.9 Acquisition-related intangibles included in the above table are generally finite-lived, other than in-process research and development, which has an indefinite life, and are carried at cost less accumulated amortization. Customer relationships related to our 2017 business combinations 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 expected to be realized. Amortization expense was $13.5 million and $5.7 million for the three months ended June 30, 2021 and 2020, respectively, and $25.6 million and $9.2 million for the six months ended June 30, 2021 and 2020, respectively. Amortization expense is recorded in cost of revenue, research and development, selling and marketing and general and administrative expense. The following table summarizes our estimated future amortization expense of intangible assets with finite lives as of June 30, 2021 (in thousands): 2021 (remainder of year) $ 28,037 2022 54,470 2023 53,458 2024 53,179 2025 51,426 Thereafter 274,076 Total estimated future amortization expense $ 514,646 |
Balance sheet components
Balance sheet components | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance sheet components | Balance sheet components Inventory Inventory consisted of the following (in thousands): June 30, 2021 December 31, 2020 Raw materials $ 23,381 $ 21,324 Work in progress 5,752 8,847 Finished goods 849 1,859 Total inventory $ 29,982 $ 32,030 While we have not experienced significant disruption in our supply chain and we do not yet know the full impact COVID-19 may have on our supply chain, we have increased our inventory on hand to respond to potential future disruptions that may occur. During the three and six months ended June 30, 2021, we recognized reductions in inventory of $5.3 million and $8.0 million, respectively, due to inventory determined to be obsolete. Property and equipment, net Property and equipment consisted of the following (in thousands): June 30, 2021 December 31, 2020 Leasehold improvements $ 30,199 $ 26,516 Laboratory equipment 55,072 45,342 Computer equipment 12,734 10,939 Software 930 566 Furniture and fixtures 1,996 1,967 Automobiles 58 58 Construction-in-progress 21,185 12,061 Total property and equipment, gross 122,174 97,449 Accumulated depreciation and amortization (39,414) (31,347) Total property and equipment, net $ 82,760 $ 66,102 Depreciation expense was $4.3 million and $2.3 million for the three months ended June 30, 2021 and 2020, respectively, and $8.1 million and $4.4 million for the six months ended June 30, 2021 and 2020, respectively. Accrued liabilities Accrued liabilities consisted of the following (in thousands): June 30, 2021 December 31, 2020 Accrued compensation and related expenses $ 32,024 $ 25,221 Accrued interest 6,263 2,333 Compensation and other liabilities associated with business combinations 15,545 25,600 Deferred revenue 5,559 6,378 Other 28,654 26,526 Total accrued liabilities $ 88,045 $ 86,058 Other long-term liabilities Other long-term liabilities consisted of the following (in thousands): June 30, 2021 December 31, 2020 Deferred revenue, non-current 1,146 1,380 Compensation and other liabilities associated with business combinations, non-current 444,222 825,976 Other 15,298 13,900 Total other long-term liabilities $ 460,666 $ 841,256 |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2021 | |
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 financial instruments that were measured at fair value on a recurring basis (in thousands): June 30, 2021 Amortized Cost Unrealized Estimated Fair Value Gains Losses Level 1 Level 2 Level 3 Financial assets: Money market funds $ 1,092,689 $ — $ — $ 1,092,689 $ 1,092,689 $ — $ — U.S. Treasury notes 371,298 34 — 371,332 371,332 — — U.S. government agency securities 51,139 — — 51,139 — 51,139 — Total financial assets $ 1,515,126 $ 34 $ — $ 1,515,160 $ 1,464,021 $ 51,139 $ — Financial liabilities: Stock payable liability $ 22,010 $ — $ — $ 22,010 Contingent consideration 429,068 — — 429,068 Total financial liabilities $ 451,078 $ — $ — $ 451,078 June 30, 2021 Reported as: Cash equivalents $ 1,082,412 Restricted cash 10,275 Marketable securities 422,473 Total cash equivalents, restricted cash, and marketable securities $ 1,515,160 Accrued liabilities $ 6,856 Other long-term liabilities 444,222 Total liabilities $ 451,078 December 31, 2020 Amortized Cost Unrealized Estimated Fair Value Gains Losses Level 1 Level 2 Level 3 Financial assets: Money market funds $ 83,109 $ — $ — $ 83,109 $ 83,109 $ — $ — U.S. Treasury notes 164,894 7 (15) 164,886 164,886 — — U.S. government agency securities 64,291 9 — 64,300 — 64,300 — Total financial assets $ 312,294 $ 16 $ (15) $ 312,295 $ 247,995 $ 64,300 $ — Financial liabilities: Stock payable liability $ 39,237 $ — $ — $ 39,237 Contingent consideration 796,639 — — 796,639 Total financial liabilities $ 835,876 $ — $ — $ 835,876 December 31, 2020 Reported as: Cash equivalents $ 76,423 Restricted cash 6,686 Marketable securities 229,186 Total cash equivalents, restricted cash, and marketable securities $ 312,295 Accrued liabilities $ 10,592 Other long-term liabilities 825,284 Total liabilities $ 835,876 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 June 30, 2021 was $34.9 million. Our debt securities of U.S. government agencies 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. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Leases In 2015, we entered into an operating 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 domestically and internationally. We expect to enter into new leases and modify existing leases as we support continued growth of our operations. We have entered into various finance lease agreements to obtain laboratory equipment. The terms of our finance leases are generally three years and are typically secured by the underlying equipment. 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 sheets. Debt financing In October 2020, we entered into a credit agreement with a financial institution under which we borrowed $135.0 million (the "2020 Term Loan") concurrent with the closing of the ArcherDX acquisition. The 2020 Term Loan is secured by a first priority lien on all of our and our subsidiaries' assets, and is guaranteed by us and our subsidiaries. The 2020 Term Loan bears interest at an annual rate equal to three-month LIBOR, subject to a 2.00% LIBOR floor, plus a margin of 8.75%. If three-month LIBOR can no longer be determined or if the applicable governmental authority ceases to supervise or sanction such rates, then we shall endeavor to agree with the administrative agent, an alternate rate of interest that gives due consideration to the then prevailing market convention for determining interest for comparable loans in the United States; provided that until such alternative rate of interest is agreed, the 2020 Term Loan shall bear interest at the Wall Street Journal Prime Rate. The 2020 Term Loan will mature on (i) June 1, 2024 if at such time our 2024 Notes (defined below) are outstanding and are due to mature on September 1, 2024 (provided that if, prior to such date, the maturity date of at least 80% of the 2024 Notes is extended to a date that is prior to September 1, 2025, the maturity date for the 2020 Term Loan will be automatically extended to a date that is 90 days prior to such 2024 Notes maturity date as extended), or (ii) otherwise, on June 1, 2025. The full amount of the 2020 Term Loan is due upon maturity. Debt discounts, including debt issuance costs, related to the 2020 Term Loan of $32.8 million were recorded as a direct deduction from the debt liability and are being amortized to interest expense over the term of the 2020 Term Loan. Interest expense related to our debt financings, excluding the impact of our convertible senior notes, was $5.9 million and nil for the three months ended months ended June 30, 2021 and 2020, respectively, and $11.8 million and nil for the six months ended June 30, 2021 and 2020, respectively. Convertible senior notes Convertible senior notes due 2024 In September 2019, we issued, at par value, $350.0 million aggregate principal amount of 2.00% convertible senior notes due 2024 (the "2024 Notes") in a private offering. The 2024 Notes are our senior unsecured obligations and will mature on September 1, 2024, unless earlier converted, redeemed or repurchased. The 2024 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 2024 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. The initial conversion rate for the 2024 Notes is 33.6293 shares of our common stock per $1,000 principal amount of the 2024 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 2024 Notes), the holders of the 2024 Notes may require us to repurchase all or any portion of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased plus accrued and unpaid interest to, but excluding, the redemption date. The 2024 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 2024 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 2024 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 2024 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 2024 Notes at any time, regardless of the foregoing circumstances. These notes were convertible at the option of the holders during the quarters beginning on January 1, 2021 and April 1, 2021 due to the sale price of our common stock during the quarters ended December 31, 2020 and March 31, 2021, respectively. No holders converted their notes during the six months ended June 30, 2021. We may not redeem the 2024 Notes prior to September 6, 2022. We may redeem for cash all or any portion of the 2024 Notes, at our option, on or after September 6, 2022 and on or before the 30th scheduled trading day immediately before the maturity date if the last reported sale price of our 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. Convertible senior notes due 2028 In April 2021, we issued, at 99% of par value, $1.2 billion aggregate principal amount of 1.5% convertible senior notes due 2028 (the "2028 Notes") in a private offering. The 2028 Notes are our senior unsecured obligations and will mature on April 1, 2028, unless earlier converted, redeemed or repurchased. The 2028 Notes bear cash interest at a rate of 1.5% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. Upon conversion, the 2028 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. The 2028 Notes will be convertible at the option of the holder at any time until the second scheduled trading day prior to the maturity date, including in connection with a redemption by us. The 2028 Notes will be convertible into shares of our common stock based on an initial conversion rate of 23.1589 shares of common stock per $1,000 principal amount of the 2028 Notes (which is equal to an initial conversion price of $43.18 per share), in each case subject to customary anti-dilution and other adjustments as a result of certain extraordinary transactions. We may not redeem the 2028 Notes prior to April 6, 2025. On or after April 6, 2025, the 2028 Notes will be redeemable by us in the event that the closing sale price of our common stock has been at least 150% 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 the redemption notice at a redemption price of 100% of the principal amount of such 2028 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. With certain exceptions, upon a change of control of the Company or the failure of our common stock to be listed on certain stock exchanges, the holders of the 2028 Notes may require that we repurchase all or part of the principal amount of the Notes at a repurchase price of 100% of the principal amount of the 2028 Notes to be repurchased, plus unpaid interest to, but excluding, the maturity date. Convertible senior notes We adopted the provisions of ASU 2020-06 on January 1, 2021; see further information in Note 2, "Summary of significant accounting policies." Our 2024 Notes and 2028 Notes (collectively, our "convertible senior notes") consisted of the following (in thousands): June 30, 2021 December 31, 2020 Outstanding principal $ 1,500,000 $ 350,000 Unamortized debt discount and issuance costs (39,127) (66,276) Net carrying amount, liability component $ 1,460,873 $ 283,724 As of June 30, 2021, the fair value of the 2024 Notes and 2028 Notes was $481.3 million and $1.2 billion, respectively. The estimated fair value of the 2024 Notes and 2028 Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices in an over-the-counter market and/or market conditions including the price and volatility of our common stock and comparable company information. We recognized $7.2 million and $5.5 million of interest expense related to our convertible senior notes during the three months ended June 30, 2021 and 2020, respectively, and $9.4 million and $10.9 million during the six months ended June 30, 2021 and 2020, respectively. Of the interest expense recognized during the three and six months ended June 30, 2021, $1.5 million and $2.0 million, respectively, was related to amortization of issuance costs and the remainder was related to contractual interest incurred. Other commitments In the normal course of business, we enter into various purchase commitments primarily related to service agreements and laboratory supplies. At June 30, 2021, our total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were $73.1 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 June 30, 2021 or December 31, 2020. Contingencies We were not a party to any material legal proceedings at June 30, 2021, or at the date of this report except for matters listed below. 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. On January 12, 2021, the court issued an order granting Natera leave to amend its complaint to add Invitae as a co-defendant and plead allegations that ArcherDX and Invitae induce end-users to infringe the patents-in-suit. Natera filed its Second Amended Complaint on the same day, with service completed on January 15, 2021. ArcherDX and Invitae filed answers to the Second Amended Complaint on January 26, 2021 and February 5, 2021, respectively, denying Natera's allegations and restating certain affirmative defenses and counterclaims of non-infringement and invalidity. The litigations have now been consolidated for all purposes. A claim construction order was issued on June 28, 2021. Discovery is ongoing, and trial has been scheduled for May 2022. In addition, on October 6, 2020, Natera filed a complaint against Genosity in the United States District Court for the District of Delaware, alleging that Genosity's use of its AsTra products, and the manufacture, use, sale, and offer for sale of such products, infringes U.S. Patent No. 10,731,220. Natera's complaint further alleges that Genosity's accused products use ArcherDX's ctDNA and region-specific primers. Genosity filed an answer to the complaint on February 15, 2021, denying Natera's allegations and setting forth affirmative defenses and counterclaims of non-infringement, invalidity and unenforceability due to inequitable conduct. On March 8, 2021, Natera filed a motion to dismiss and strike certain affirmative defenses and counterclaims brought by Genosity relating to inequitable conduct; the court has not yet issued a decision. No case schedule has been set. 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. On March 1, 2021, each of ArcherDX and QIAGEN moved for summary judgment on issues relating to infringement and validity of ArcherDX's patents, breach of fiduciary duty and trade secret misappropriation. On June 18, 2021, ArcherDX informed the court that it would not assert the following claims to streamline the issues for trial: trade secret misappropriation, false advertising, deceptive trade practices, and tortious interference. The court denied QIAGEN's motion for summary judgment on trade secret misappropriation as moot on June 21, 2021 and denied QIAGEN's motion for summary judgment on breach of fiduciary duty on July 26, 2021. The court has not yet issued a decision on the parties' motions relating to infringement and validity of ArcherDX's patents. Trial is currently scheduled for August 2021. |
Stockholders' equity
Stockholders' equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity Shares outstanding Shares of convertible preferred and common stock were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Convertible preferred stock: Shares outstanding, beginning and end of period 125 125 125 125 Common stock: Shares outstanding, beginning of period 197,514 101,920 185,886 98,796 Common stock issued in connection with public offering — 23,058 8,932 23,058 Common stock issued on exercise of stock options, net 178 130 579 308 Common stock issued pursuant to vesting of RSUs 2,671 3,055 3,383 3,481 Common stock issued pursuant to exercises of warrants — 6 208 148 Common stock issued pursuant to employee stock purchase plan 271 342 271 342 Common stock issued pursuant to business combinations 2,384 2,778 3,759 5,156 Shares outstanding, end of period 203,018 131,289 203,018 131,289 Convertible preferred stock In August 2017, in a private placement to certain accredited investors, we issued shares of our Series A convertible preferred stock which are convertible into common stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like. The Series A convertible preferred stock is a non-voting common stock equivalent with a par value of $0.0001 and has the right to receive dividends first or simultaneously with payment of dividends on common stock. In the event of any liquidation or dissolution of the Company, the Series A preferred stock is entitled to receive $0.001 per share prior to the payment of any amount to any holders of capital stock ranking junior to the Series A preferred stock and thereafter shall participate pari passu with the holders of our common stock (on an as-if-converted-to-common-stock basis). Sales Agreements In May 2021, we entered into a sales agreement (the "2021 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 $400.0 million. Per the terms of the agreement, Cowen will receive a commission of up to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2021 Sales Agreement. In August 2018, we entered into a common stock sales agreement (the “2018 Sales Agreement”) with Cowen under which we may have offered and sold 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. Per the terms of the agreement, Cowen received 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 2018, 2019 and 2020, we sold 8.7 million shares of our common stock for gross proceeds of the full $175.0 million under this agreement, and generated net proceeds of $169.1 million. Public offering In January 2021, we issued, in an underwritten public offering, an aggregate of 8.9 million shares of our common stock at a price of $51.50 per share, for gross proceeds of $460.0 million and net proceeds of $434.3 million after deducting underwriting discounts and commissions and offering expenses. 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. Private placement In connection with our acquisition of ArcherDX, in June 2020 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. We received net proceeds of $263.7 million after deducting underwriting discounts and commissions and offering expenses upon the closing of the private placement in October 2020, concurrently with our acquisition of ArcherDX. |
Stock incentive plans
Stock incentive plans | 6 Months Ended |
Jun. 30, 2021 | |
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 value 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. 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. 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. Upon the acquisition of ArcherDX in October 2020, any option that was outstanding was converted into a fully vested option to purchase a share of our common stock, which resulted in the issuance of options to purchase 3.7 million shares of our common stock. 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. We also have certain awards granted in connection with our management incentive plan which vest over a period of two years. In June 2019, we granted Time-based RSUs in connection with the acquisition of Singular Bio which vested 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." 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, 2020 7,447 4,877 $ 7.75 6.8 $ 166,130 Additional shares reserved 8,498 — Options granted (244) 244 34.90 Options cancelled 40 (40) 26.64 Options exercised — (579) 5.10 RSUs and PRSUs granted (1) (5,476) — RSUs and PRSUs cancelled 412 — Balances at June 30, 2021 10,677 4,502 $ 9.39 6.4 $ 109,835 Options exercisable at June 30, 2021 4,003 $ 7.43 6.1 $ 105,304 Options vested and expected to vest at June 30, 2021 4,466 $ 9.32 6.4 $ 109,280 (1) Includes the changes in RSUs and PRSUs granted as a part of the Singular Bio acquisition in June 2019 and awards granted in an asset acquisition in December 2020 which are based on a fixed dollar value. The estimated number of shares issued will be variable until the awards vest. 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. The following table summarizes RSU activity (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Per Share Balance at December 31, 2020 6,602 $ 12.89 RSUs and PRSUs granted (1) 5,476 $ 31.47 RSUs and PRSUs vested (3,383) $ 20.86 RSUs and PRSUs cancelled (412) $ 21.90 Balance at June 30, 2021 8,283 $ 21.47 (1) Includes the changes in RSUs and PRSUs granted as a part of the Singular Bio acquisition in June 2019 and awards granted in an asset acquisition in December 2020 which are based on a fixed dollar value. The estimated 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. Stock-based compensation The following table summarizes stock-based compensation expense included in the consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue $ 5,474 $ 2,356 $ 7,659 $ 3,217 Research and development 30,803 41,565 46,338 63,769 Selling and marketing 6,909 3,298 10,339 5,120 General and administrative 4,376 4,627 42,001 9,018 Total stock-based compensation expense $ 47,562 $ 51,846 $ 106,337 $ 81,124 |
Net income (loss) per share
Net income (loss) per share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net income (loss) per share | Net income (loss) per share The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Basic: Net income (loss) $ 133,786 $ (166,403) $ 24,294 $ (264,930) Diluted: Net income (loss) $ 133,786 $ (166,403) $ 24,294 $ (264,930) Interest effect of convertible debt, net 7,201 — — — Total $ 140,987 $ (166,403) $ 24,294 $ (264,930) Denominator: Basic: Shares used in computing net income (loss) per share, basic 204,110 129,023 199,083 112,765 Diluted: Shares used in computing net income (loss) per share, basic 204,110 129,023 199,083 112,765 Dilutive effect of contingently issuable shares 10,804 — 5,394 Dilutive effect of convertible notes 38,403 — — — Dilutive effect of Series A convertible preferred stock 125 — 125 — Dilutive effect of equity awards 11,479 — 11,993 — Shares used in computing net income (loss) per share, diluted 264,921 129,023 216,595 112,765 Net income (loss) per share, basic $ 0.66 $ (1.29) $ 0.12 $ (2.35) Net income (loss) per share, diluted $ 0.53 $ (1.29) $ 0.11 $ (2.35) The following common stock equivalents have been excluded from diluted net income (loss) per share because their inclusion would be anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Shares of common stock subject to outstanding options 181 3,416 100 3,447 Shares of common stock subject to outstanding warrants — 369 — 429 Shares of common stock subject to outstanding RSUs and PRSUs 984 8,782 122 8,302 Shares of common stock pursuant to ESPP — 313 — 318 Shares of common stock underlying Series A convertible preferred stock — 125 — 125 Shares of common stock subject to convertible senior notes conversion — 11,770 38,403 11,770 Total shares of common stock equivalents 1,165 24,775 38,625 24,391 |
Geographic information
Geographic information | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 United States $ 102,499 $ 43,334 $ 192,911 $ 103,140 Rest of world 13,813 2,857 27,022 7,299 Total revenue $ 116,312 $ 46,191 $ 219,933 $ 110,439 |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent eventsIn July 2021, we acquired 100% of the fully diluted equity of Medneon LLC ("Medneon"), a genetics insights platform. Given the timing of the transaction with Medneon, we are currently in the process of finalizing the accounting recognition, including 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 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentationThe 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, 2020. The results for the three and six months ended June 30, 2021 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, restricted cash, 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. |
Fair value of financial instruments | Fair value of financial instrumentsOur 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. During the current period, we have disclosed the change in fair value of our contingent consideration separately in our statements of operations; these amounts are general and administrative in nature and were disclosed in general and administrative expense previous periods. |
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. Recently adopted accounting pronouncements 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 elected to adopt the amendments on a modified retrospective basis effective January 1, 2021, which required a cumulative-effect adjustment to retained earnings. The cumulative-effect adjustment resulted in a decrease in accumulated deficit of $17.0 million related to the reversal of the equity component and associated issuance costs as well as adjustment of the related amortization costs of our existing convertible senior notes due in 2024. Reporting periods beginning on or after January 1, 2021 are presented under this new guidance while prior periods have not been adjusted and continue to be reported in accordance with our historic accounting under GAAP. See further information about our Senior Convertible Notes in Note 8, “Commitments and contingencies.” |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
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 consolidated statements of cash flows (in thousands): June 30, 2021 December 31, 2020 Cash and cash equivalents $ 1,107,745 $ 124,794 Restricted cash 10,275 6,686 Total cash, cash equivalents and restricted cash $ 1,118,020 $ 131,480 |
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 consolidated statements of cash flows (in thousands): June 30, 2021 December 31, 2020 Cash and cash equivalents $ 1,107,745 $ 124,794 Restricted cash 10,275 6,686 Total cash, cash equivalents and restricted cash $ 1,118,020 $ 131,480 |
Revenue, accounts receivable _2
Revenue, accounts receivable and deferred revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenue | Our revenue as disaggregated by payer category and revenue subtype was as follows (in thousands): Three Months Ended June 30, 2021 Patient Biopharma partner Other business-to-business Total Insurance Direct Test revenue: Centralized $ 71,254 $ 10,523 $ 8,688 $ 12,172 $ 102,637 Decentralized — — 214 8,645 8,859 Total test revenue 71,254 10,523 8,902 20,817 111,496 Other revenue — — 1,768 3,048 4,816 Total revenue $ 71,254 $ 10,523 $ 10,670 $ 23,865 $ 116,312 Three Months Ended June 30, 2020 Patient Biopharma partner Other business-to-business Total Insurance Direct Test revenue: Centralized $ 31,270 $ 4,298 $ 4,289 $ 5,242 $ 45,099 Total test revenue 31,270 4,298 4,289 5,242 45,099 Other revenue — — 477 615 1,092 Total revenue $ 31,270 $ 4,298 $ 4,766 $ 5,857 $ 46,191 Six Months Ended June 30, 2021 Patient Biopharma partner Other business-to-business Total Insurance Direct Test revenue: Centralized $ 132,145 $ 19,472 $ 19,260 $ 22,348 $ 193,225 Decentralized — — 596 16,951 17,547 Total test revenue 132,145 19,472 19,856 39,299 210,772 Other revenue — — 4,830 4,331 9,161 Total revenue $ 132,145 $ 19,472 $ 24,686 $ 43,630 $ 219,933 Six Months Ended June 30, 2020 Patient Biopharma partner Other business-to-business Total Insurance Direct Test revenue: Centralized $ 75,061 $ 10,089 $ 8,600 $ 14,427 $ 108,177 Total test revenue 75,061 10,089 8,600 14,427 108,177 Other revenue — — 929 1,333 2,262 Total revenue $ 75,061 $ 10,089 $ 9,529 $ 15,760 $ 110,439 |
Schedule of change in estimate | the following changes to revenue, income (loss) from operations and basic and diluted net income (loss) per share (in millions, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue $ 4.2 $ 0.9 $ 8.5 $ 2.3 Income (loss) from operations $ 4.2 $ (0.9) $ 8.5 $ (2.3) Net income (loss) per share, basic $ 0.02 $ (0.01) $ 0.04 $ (0.02) Net income (loss) per share, diluted $ 0.02 $ (0.01) $ 0.04 $ (0.02) |
Business combinations (Tables)
Business combinations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of purchase price and post-combination expense | The following table summarizes the purchase price and post-combination expense recorded as a part of the acquisition of One Codex (in thousands): Purchase Price Post-combination Expense Cash transferred $ 16,504 $ 783 Hold-back consideration - common stock 8,113 359 Common stock transferred 58,774 2,600 Total $ 83,391 $ 3,742 The following table summarizes the purchase price recorded as a part of the acquisition of Genosity (in thousands): Purchase Price Cash transferred $ 119,959 Liabilities assumed and other consideration 8,774 Common stock transferred 67,308 Total $ 196,041 |
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 acquisition of One Codex at the date of acquisition (in thousands): Cash $ 1,549 Accounts receivable 684 Developed technology 23,841 Customer relationships 440 Total identifiable assets acquired 26,514 Other liabilities (415) Deferred tax liability (6,150) Net identifiable assets acquired 19,949 Goodwill 63,442 Total purchase price $ 83,391 Cash $ 906 Accounts receivable 355 Developed technology 76,500 Other assets 3,732 Total identifiable assets acquired 81,493 Other liabilities (2,852) Deferred tax liability (17,600) Net identifiable assets acquired 61,041 Goodwill 135,000 Total purchase price $ 196,041 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020 $ 1,863,623 Goodwill adjustment (1,176) Goodwill acquired 198,442 Balance as of June 30, 2021 $ 2,060,889 |
Schedule of intangible assets, indefinite-lived | The following table presents details of our intangible assets (amounts in thousands, useful lives in years): June 30, 2021 December 31, 2020 Cost Accumulated Net Weighted-Average Cost Accumulated Net Weighted-Average Customer relationships $ 41,515 $ (10,696) $ 30,819 10.8 $ 41,075 $ (8,292) $ 32,783 10.8 Developed technology 498,259 (52,628) 445,631 10.7 397,563 (31,013) 366,550 10.6 Non-compete agreement 286 (258) 28 5.0 286 (229) 57 5.0 Tradename 21,085 (1,327) 19,758 12.0 21,085 (447) 20,638 12.0 Patent assets and licenses 496 (122) 374 15.0 496 (103) 393 15.0 Right to develop new technology 19,359 (968) 18,391 15.0 19,359 (323) 19,036 15.0 In-process research and development 542,388 — 542,388 n/a 542,388 — 542,388 n/a $ 1,123,388 $ (65,999) $ 1,057,389 10.9 $ 1,022,252 $ (40,407) $ 981,845 10.9 |
Schedule of intangible assets, finite-lived | The following table presents details of our intangible assets (amounts in thousands, useful lives in years): June 30, 2021 December 31, 2020 Cost Accumulated Net Weighted-Average Cost Accumulated Net Weighted-Average Customer relationships $ 41,515 $ (10,696) $ 30,819 10.8 $ 41,075 $ (8,292) $ 32,783 10.8 Developed technology 498,259 (52,628) 445,631 10.7 397,563 (31,013) 366,550 10.6 Non-compete agreement 286 (258) 28 5.0 286 (229) 57 5.0 Tradename 21,085 (1,327) 19,758 12.0 21,085 (447) 20,638 12.0 Patent assets and licenses 496 (122) 374 15.0 496 (103) 393 15.0 Right to develop new technology 19,359 (968) 18,391 15.0 19,359 (323) 19,036 15.0 In-process research and development 542,388 — 542,388 n/a 542,388 — 542,388 n/a $ 1,123,388 $ (65,999) $ 1,057,389 10.9 $ 1,022,252 $ (40,407) $ 981,845 10.9 |
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 June 30, 2021 (in thousands): 2021 (remainder of year) $ 28,037 2022 54,470 2023 53,458 2024 53,179 2025 51,426 Thereafter 274,076 Total estimated future amortization expense $ 514,646 |
Balance sheet components (Table
Balance sheet components (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of inventory | Inventory Inventory consisted of the following (in thousands): June 30, 2021 December 31, 2020 Raw materials $ 23,381 $ 21,324 Work in progress 5,752 8,847 Finished goods 849 1,859 Total inventory $ 29,982 $ 32,030 |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): June 30, 2021 December 31, 2020 Leasehold improvements $ 30,199 $ 26,516 Laboratory equipment 55,072 45,342 Computer equipment 12,734 10,939 Software 930 566 Furniture and fixtures 1,996 1,967 Automobiles 58 58 Construction-in-progress 21,185 12,061 Total property and equipment, gross 122,174 97,449 Accumulated depreciation and amortization (39,414) (31,347) Total property and equipment, net $ 82,760 $ 66,102 |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): June 30, 2021 December 31, 2020 Accrued compensation and related expenses $ 32,024 $ 25,221 Accrued interest 6,263 2,333 Compensation and other liabilities associated with business combinations 15,545 25,600 Deferred revenue 5,559 6,378 Other 28,654 26,526 Total accrued liabilities $ 88,045 $ 86,058 |
Schedule of other long-term liabilities | Other long-term liabilities consisted of the following (in thousands): June 30, 2021 December 31, 2020 Deferred revenue, non-current 1,146 1,380 Compensation and other liabilities associated with business combinations, non-current 444,222 825,976 Other 15,298 13,900 Total other long-term liabilities $ 460,666 $ 841,256 |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial instruments at fair value on a recurring basis | The following tables set forth the fair value of our financial instruments that were measured at fair value on a recurring basis (in thousands): June 30, 2021 Amortized Cost Unrealized Estimated Fair Value Gains Losses Level 1 Level 2 Level 3 Financial assets: Money market funds $ 1,092,689 $ — $ — $ 1,092,689 $ 1,092,689 $ — $ — U.S. Treasury notes 371,298 34 — 371,332 371,332 — — U.S. government agency securities 51,139 — — 51,139 — 51,139 — Total financial assets $ 1,515,126 $ 34 $ — $ 1,515,160 $ 1,464,021 $ 51,139 $ — Financial liabilities: Stock payable liability $ 22,010 $ — $ — $ 22,010 Contingent consideration 429,068 — — 429,068 Total financial liabilities $ 451,078 $ — $ — $ 451,078 June 30, 2021 Reported as: Cash equivalents $ 1,082,412 Restricted cash 10,275 Marketable securities 422,473 Total cash equivalents, restricted cash, and marketable securities $ 1,515,160 Accrued liabilities $ 6,856 Other long-term liabilities 444,222 Total liabilities $ 451,078 December 31, 2020 Amortized Cost Unrealized Estimated Fair Value Gains Losses Level 1 Level 2 Level 3 Financial assets: Money market funds $ 83,109 $ — $ — $ 83,109 $ 83,109 $ — $ — U.S. Treasury notes 164,894 7 (15) 164,886 164,886 — — U.S. government agency securities 64,291 9 — 64,300 — 64,300 — Total financial assets $ 312,294 $ 16 $ (15) $ 312,295 $ 247,995 $ 64,300 $ — Financial liabilities: Stock payable liability $ 39,237 $ — $ — $ 39,237 Contingent consideration 796,639 — — 796,639 Total financial liabilities $ 835,876 $ — $ — $ 835,876 December 31, 2020 Reported as: Cash equivalents $ 76,423 Restricted cash 6,686 Marketable securities 229,186 Total cash equivalents, restricted cash, and marketable securities $ 312,295 Accrued liabilities $ 10,592 Other long-term liabilities 825,284 Total liabilities $ 835,876 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of debt | Our 2024 Notes and 2028 Notes (collectively, our "convertible senior notes") consisted of the following (in thousands): June 30, 2021 December 31, 2020 Outstanding principal $ 1,500,000 $ 350,000 Unamortized debt discount and issuance costs (39,127) (66,276) Net carrying amount, liability component $ 1,460,873 $ 283,724 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of convertible preferred and common stock | Shares of convertible preferred and common stock were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Convertible preferred stock: Shares outstanding, beginning and end of period 125 125 125 125 Common stock: Shares outstanding, beginning of period 197,514 101,920 185,886 98,796 Common stock issued in connection with public offering — 23,058 8,932 23,058 Common stock issued on exercise of stock options, net 178 130 579 308 Common stock issued pursuant to vesting of RSUs 2,671 3,055 3,383 3,481 Common stock issued pursuant to exercises of warrants — 6 208 148 Common stock issued pursuant to employee stock purchase plan 271 342 271 342 Common stock issued pursuant to business combinations 2,384 2,778 3,759 5,156 Shares outstanding, end of period 203,018 131,289 203,018 131,289 |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020 7,447 4,877 $ 7.75 6.8 $ 166,130 Additional shares reserved 8,498 — Options granted (244) 244 34.90 Options cancelled 40 (40) 26.64 Options exercised — (579) 5.10 RSUs and PRSUs granted (1) (5,476) — RSUs and PRSUs cancelled 412 — Balances at June 30, 2021 10,677 4,502 $ 9.39 6.4 $ 109,835 Options exercisable at June 30, 2021 4,003 $ 7.43 6.1 $ 105,304 Options vested and expected to vest at June 30, 2021 4,466 $ 9.32 6.4 $ 109,280 |
Summary of RSU activity | The following table summarizes RSU activity (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Per Share Balance at December 31, 2020 6,602 $ 12.89 RSUs and PRSUs granted (1) 5,476 $ 31.47 RSUs and PRSUs vested (3,383) $ 20.86 RSUs and PRSUs cancelled (412) $ 21.90 Balance at June 30, 2021 8,283 $ 21.47 (1) Includes the changes in RSUs and PRSUs granted as a part of the Singular Bio acquisition in June 2019 and awards granted in an asset acquisition in December 2020 which are based on a fixed dollar value. The estimated 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. |
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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue $ 5,474 $ 2,356 $ 7,659 $ 3,217 Research and development 30,803 41,565 46,338 63,769 Selling and marketing 6,909 3,298 10,339 5,120 General and administrative 4,376 4,627 42,001 9,018 Total stock-based compensation expense $ 47,562 $ 51,846 $ 106,337 $ 81,124 |
Net income (loss) per share (Ta
Net income (loss) per share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Basic: Net income (loss) $ 133,786 $ (166,403) $ 24,294 $ (264,930) Diluted: Net income (loss) $ 133,786 $ (166,403) $ 24,294 $ (264,930) Interest effect of convertible debt, net 7,201 — — — Total $ 140,987 $ (166,403) $ 24,294 $ (264,930) Denominator: Basic: Shares used in computing net income (loss) per share, basic 204,110 129,023 199,083 112,765 Diluted: Shares used in computing net income (loss) per share, basic 204,110 129,023 199,083 112,765 Dilutive effect of contingently issuable shares 10,804 — 5,394 Dilutive effect of convertible notes 38,403 — — — Dilutive effect of Series A convertible preferred stock 125 — 125 — Dilutive effect of equity awards 11,479 — 11,993 — Shares used in computing net income (loss) per share, diluted 264,921 129,023 216,595 112,765 Net income (loss) per share, basic $ 0.66 $ (1.29) $ 0.12 $ (2.35) Net income (loss) per share, diluted $ 0.53 $ (1.29) $ 0.11 $ (2.35) |
Schedule of antidilutive securities excluded from computation of earnings per share | The following common stock equivalents have been excluded from diluted net income (loss) per share because their inclusion would be anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Shares of common stock subject to outstanding options 181 3,416 100 3,447 Shares of common stock subject to outstanding warrants — 369 — 429 Shares of common stock subject to outstanding RSUs and PRSUs 984 8,782 122 8,302 Shares of common stock pursuant to ESPP — 313 — 318 Shares of common stock underlying Series A convertible preferred stock — 125 — 125 Shares of common stock subject to convertible senior notes conversion — 11,770 38,403 11,770 Total shares of common stock equivalents 1,165 24,775 38,625 24,391 |
Geographic information (Tables)
Geographic information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segments, Geographical Areas [Abstract] | |
Schedule of revenue by country | The following presents revenue by country (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 United States $ 102,499 $ 43,334 $ 192,911 $ 103,140 Rest of world 13,813 2,857 27,022 7,299 Total revenue $ 116,312 $ 46,191 $ 219,933 $ 110,439 |
Organization and description _2
Organization and description of business (Details) | 6 Months Ended |
Jun. 30, 2021Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Summary of significant accoun_4
Summary of significant accounting policies - Reconciliation of cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 1,107,745 | $ 124,794 | ||
Restricted cash | 10,275 | 6,686 | ||
Total cash, cash equivalents and restricted cash | $ 1,118,020 | $ 131,480 | $ 174,546 | $ 157,572 |
Summary of significant accoun_5
Summary of significant accounting policies - Additional information (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Increase (decrease) in stockholders' equity | $ 2,653,985 | $ 1,976,293 | $ 464,195 | ||||
Accumulated deficit: | |||||||
Business Acquisition [Line Items] | |||||||
Increase (decrease) in stockholders' equity | $ (1,319,548) | $ (1,453,334) | (1,360,847) | $ (1,023,607) | $ (857,204) | $ (758,677) | |
Accumulated deficit: | Cumulative effect of adoption of ASU 2020-06 | |||||||
Business Acquisition [Line Items] | |||||||
Increase (decrease) in stockholders' equity | $ 17,000 | $ 17,005 |
Revenue, accounts receivable _3
Revenue, accounts receivable and deferred revenue - Schedule of disaggregated revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 116,312 | $ 46,191 | $ 219,933 | $ 110,439 |
Patient Insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 71,254 | 31,270 | 132,145 | 75,061 |
Patient Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,523 | 4,298 | 19,472 | 10,089 |
Biopharma partner | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,670 | 4,766 | 24,686 | 9,529 |
Other business-to-business | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 23,865 | 5,857 | 43,630 | 15,760 |
Test revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 111,496 | 45,099 | 210,772 | 108,177 |
Test revenue | Patient Insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 71,254 | 31,270 | 132,145 | 75,061 |
Test revenue | Patient Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,523 | 4,298 | 19,472 | 10,089 |
Test revenue | Biopharma partner | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,902 | 4,289 | 19,856 | 8,600 |
Test revenue | Other business-to-business | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 20,817 | 5,242 | 39,299 | 14,427 |
Centralized | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 102,637 | 45,099 | 193,225 | 108,177 |
Centralized | Patient Insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 71,254 | 31,270 | 132,145 | 75,061 |
Centralized | Patient Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,523 | 4,298 | 19,472 | 10,089 |
Centralized | Biopharma partner | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,688 | 4,289 | 19,260 | 8,600 |
Centralized | Other business-to-business | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 12,172 | 5,242 | 22,348 | 14,427 |
Decentralized | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,859 | 17,547 | ||
Decentralized | Patient Insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | ||
Decentralized | Patient Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | ||
Decentralized | Biopharma partner | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 214 | 596 | ||
Decentralized | Other business-to-business | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,645 | 16,951 | ||
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,816 | 1,092 | 9,161 | 2,262 |
Other revenue | Patient Insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other revenue | Patient Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other revenue | Biopharma partner | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,768 | 477 | 4,830 | 929 |
Other revenue | Other business-to-business | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 3,048 | $ 615 | $ 4,331 | $ 1,333 |
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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | $ 116,312 | $ 46,191 | $ 219,933 | $ 110,439 |
Income (loss) from operations | 128,609 | (142,082) | 16,245 | (239,866) |
Change in estimate of revenue recognition | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | 4,200 | 900 | 8,500 | 2,300 |
Income (loss) from operations | $ 4,200 | $ (900) | $ 8,500 | $ (2,300) |
Net loss per share, basic (in dollars per share) | $ 0.02 | $ (0.01) | $ 0.04 | $ (0.02) |
Net loss per share, diluted (in dollars per share) | $ 0.02 | $ (0.01) | $ 0.04 | $ (0.02) |
Revenue, accounts receivable _5
Revenue, accounts receivable and deferred revenue - Additional information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||
Contract receivable | $ 3.7 | $ 3.7 | $ 4.3 | ||
Deferred revenue, revenue recognized | $ 2.3 | $ 2.6 | |||
CARES Act | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Income received under the CARES Act | $ 2.3 | $ 3.8 |
Business combinations - Singula
Business combinations - Singular Bio (Details) - USD ($) shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | |||||
Stock-based compensation expense (income) | $ 47,562,000 | $ 51,846,000 | $ 106,337,000 | $ 81,124,000 | |
Singular Bio | |||||
Business Acquisition [Line Items] | |||||
Percentage of diluted interest acquired | 100.00% | ||||
Business combination, total purchase consideration | $ 57,300,000 | ||||
Common stock transferred | $ 53,900,000 | ||||
Business acquisition common stock issued (in shares) | 2.5 | ||||
Stock incentive plans | Singular Bio | |||||
Business Acquisition [Line Items] | |||||
RSUs granted (in shares) | 3.6 | ||||
Fair value of units vested | $ 84,300,000 | ||||
RSU | Stock incentive plans | Singular Bio | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, value of units granted | $ 90,000,000 | ||||
RSU - Time based | Stock incentive plans | Singular Bio | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, value of units granted | 45,000,000 | 43,900,000 | 43,900,000 | ||
Stock-based compensation expense (income) | 0 | 10,900,000 | 0 | 18,500,000 | |
PRSU | Stock incentive plans | Singular Bio | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, value of units granted | $ 45,000,000 | 45,700,000 | 45,700,000 | ||
Stock-based compensation expense (income) | $ (500,000) | $ 18,900,000 | $ 1,900,000 | $ 30,100,000 | |
Vested stock units awarded (in shares) | 1.5 | ||||
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% | ||||
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% | ||||
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% |
Business combinations - Jungla
Business combinations - Jungla (Details) - Jungla - USD ($) $ in Millions | 1 Months Ended | |
Jul. 31, 2019 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||
Percentage of diluted interest acquired | 100.00% | |
Business combination, total purchase consideration | $ 59 | |
Common stock transferred | 44.9 | |
Ongoing development post-close milestones | ||
Business Acquisition [Line Items] | ||
Contingent consideration | $ 10.7 | $ 3.6 |
Business combinations - Diploid
Business combinations - Diploid (Details) - Diploid - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 6 Months Ended |
Mar. 31, 2020 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||
Percentage of diluted interest acquired | 100.00% | |
Business combination, total purchase consideration | $ 82.3 | |
Indemnification obligations | ||
Business Acquisition [Line Items] | ||
Business acquisition common stock issued (in shares) | 0.4 | 0.4 |
Hold-back consideration, stock payable liability | $ 14.2 |
Business combinations - Genelex
Business combinations - Genelex and YouScript (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 6 Months Ended |
Apr. 30, 2020 | Jun. 30, 2021 | |
Genelex | ||
Business Acquisition [Line Items] | ||
Percentage of diluted interest acquired | 100.00% | |
Business combination, total purchase consideration | $ 13.2 | |
Business acquisition, expected milestone duration | 4 years | |
Contingent consideration | $ 2 | $ 1.6 |
YouScript | ||
Business Acquisition [Line Items] | ||
Percentage of diluted interest acquired | 100.00% | |
Business combination, total purchase consideration | $ 52.7 | |
Cash transferred | 24.5 | |
Genelex and YouScript | ||
Business Acquisition [Line Items] | ||
Hold-back consideration - common stock | $ 6.2 | $ 7.8 |
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 | $ 1.4 |
Business combinations - ArcherD
Business combinations - ArcherDX (Details) - USD ($) shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jul. 31, 2021 | Nov. 30, 2020 | Oct. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||||||
Reduction in contingent consideration | $ 303,349,000 | $ (4,832,000) | $ 366,970,000 | $ (4,832,000) | |||||
Reduction in goodwill | 1,176,000 | ||||||||
Stock-based compensation expense (income) | $ 47,562,000 | $ 51,846,000 | 106,337,000 | $ 81,124,000 | |||||
ArcherDX | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition common stock issued (in shares) | 30 | ||||||||
Cash transferred | $ 325,000,000 | ||||||||
Reduction in purchase price | $ 1,200,000 | ||||||||
Reduction in contingent consideration | 1,200,000 | ||||||||
Reduction in goodwill | 1,200,000 | ||||||||
ArcherDX Milestone | ArcherDX | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition common stock issued (in shares) | 5 | 27 | 13.8 | ||||||
Cash transferred | $ 1,900,000 | ||||||||
Stock-based compensation expense (income) | $ 1,200,000 | 41,800,000 | |||||||
ArcherDX Milestone | ArcherDX | Subsequent event | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash transferred | $ 3,300,000 | ||||||||
ArcherDX Milestone | ArcherDX | Recurring basis | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration | $ 945,200,000 | ||||||||
ArcherDX Milestone, one through four | ArcherDX | |||||||||
Business Acquisition [Line Items] | |||||||||
Reduction in contingent consideration | 28,300,000 | 38,500,000 | |||||||
Contingent consideration | 423,900,000 | 423,900,000 | $ 788,300,000 | ||||||
Share-based compensation expense, incremental cost | 2,600,000 | 33,000,000 | |||||||
ArcherDX Final Milestone | ArcherDX | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration | 0 | $ 262,500,000 | 0 | $ 287,700,000 | |||||
Stock-based compensation expense (income) | $ (29,700,000) | $ (29,700,000) |
Business combinations - One Cod
Business combinations - One Codex (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | |||
Feb. 28, 2021 | Oct. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,060,889 | $ 1,863,623 | ||
One Codex | ||||
Business Acquisition [Line Items] | ||||
Percentage of diluted interest acquired | 100.00% | |||
Cash transferred | $ 17,300 | |||
Business acquisition common stock issued (in shares) | 1.4 | |||
Estimated useful life | 9 years | |||
Goodwill | $ 63,442 | |||
One Codex | Indemnification obligations | ||||
Business Acquisition [Line Items] | ||||
Business acquisition common stock issued (in shares) | 0.2 | |||
ArcherDX | ||||
Business Acquisition [Line Items] | ||||
Cash transferred | $ 325,000 | |||
Business acquisition common stock issued (in shares) | 30 |
Business combinations - Summary
Business combinations - Summary of the purchase price and post-combination expense (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Apr. 30, 2021 | Feb. 28, 2021 | |
One Codex | ||
Purchase Price | ||
Cash transferred | $ 17,300 | |
One Codex | Purchase Price | ||
Purchase Price | ||
Cash transferred | 16,504 | |
Hold-back consideration - common stock | 8,113 | |
Common stock transferred | 58,774 | |
Total | 83,391 | |
One Codex | Post-combination Expense | ||
Post-combination Expense | ||
Cash transferred | 783 | |
Hold-back consideration - common stock | 359 | |
Common stock transferred | 2,600 | |
Total | $ 3,742 | |
Genosity | ||
Purchase Price | ||
Cash transferred | $ 119,959 | |
Liabilities assumed and other consideration | 8,774 | |
Common stock transferred | 67,308 | |
Total | $ 196,041 |
Business combinations - Summa_2
Business combinations - Summary of fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,060,889 | $ 1,863,623 | ||
One Codex | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 1,549 | |||
Accounts receivable | 684 | |||
Total identifiable assets acquired | 26,514 | |||
Other liabilities | (415) | |||
Deferred tax liability | (6,150) | |||
Net identifiable assets acquired | 19,949 | |||
Goodwill | 63,442 | |||
Total purchase price | 83,391 | |||
One Codex | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 23,841 | |||
One Codex | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 440 | |||
Genosity | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 906 | |||
Accounts receivable | 355 | |||
Other assets | 3,732 | |||
Total identifiable assets acquired | 81,493 | |||
Other liabilities | (2,852) | |||
Deferred tax liability | (17,600) | |||
Net identifiable assets acquired | 61,041 | |||
Goodwill | 135,000 | |||
Total purchase price | 196,041 | |||
Genosity | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 76,500 |
Business combinations - Genosit
Business combinations - Genosity (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||
Reduction in contingent consideration | $ 303,349 | $ (4,832) | $ 366,970 | $ (4,832) | ||
Goodwill | 2,060,889 | 2,060,889 | $ 1,863,623 | |||
Genosity | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of diluted interest acquired | 100.00% | |||||
Business combination, total purchase consideration | $ 196,041 | |||||
Cash transferred | 119,959 | |||||
Contingent consideration | $ 7,000 | 3,200 | $ 3,200 | |||
Reduction in contingent consideration | $ 3,800 | |||||
Estimated useful life | 12 years | |||||
Goodwill | $ 135,000 | |||||
Genosity | Shares of common stock subject to outstanding RSUs and PRSUs | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, value of units granted | $ 5,000 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Summary of goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 1,863,623 |
Goodwill adjustment | (1,176) |
Goodwill acquired | 198,442 |
Ending Balance | $ 2,060,889 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (65,999) | $ (40,407) |
Total estimated future amortization expense | $ 514,646 | |
Weighted-Average Useful Life | 10 years 10 months 24 days | 10 years 10 months 24 days |
Cost | $ 1,123,388 | $ 1,022,252 |
Net | 1,057,389 | 981,845 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | 41,515 | 41,075 |
Accumulated Amortization | (10,696) | (8,292) |
Total estimated future amortization expense | $ 30,819 | $ 32,783 |
Weighted-Average Useful Life | 10 years 9 months 18 days | 10 years 9 months 18 days |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 498,259 | $ 397,563 |
Accumulated Amortization | (52,628) | (31,013) |
Total estimated future amortization expense | $ 445,631 | $ 366,550 |
Weighted-Average Useful Life | 10 years 8 months 12 days | 10 years 7 months 6 days |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 286 | $ 286 |
Accumulated Amortization | (258) | (229) |
Total estimated future amortization expense | $ 28 | $ 57 |
Weighted-Average Useful Life | 5 years | 5 years |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 21,085 | $ 21,085 |
Accumulated Amortization | (1,327) | (447) |
Total estimated future amortization expense | $ 19,758 | $ 20,638 |
Weighted-Average Useful Life | 12 years | 12 years |
Patent assets and licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 496 | $ 496 |
Accumulated Amortization | (122) | (103) |
Total estimated future amortization expense | $ 374 | $ 393 |
Weighted-Average Useful Life | 15 years | 15 years |
Right to develop new technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 19,359 | $ 19,359 |
Accumulated Amortization | (968) | (323) |
Total estimated future amortization expense | $ 18,391 | $ 19,036 |
Weighted-Average Useful Life | 15 years | 15 years |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
In-process research and development | $ 542,388 | $ 542,388 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 13.5 | $ 5.7 | $ 25.6 | $ 9.2 |
Goodwill and intangible asset_5
Goodwill and intangible assets - Summary of estimated future amortization expense of intangible assets with finite lives (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 (remainder of year) | $ 28,037 |
2022 | 54,470 |
2023 | 53,458 |
2024 | 53,179 |
2025 | 51,426 |
Thereafter | 274,076 |
Total estimated future amortization expense | $ 514,646 |
Balance sheet components - Sche
Balance sheet components - Schedule of inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Offsetting [Abstract] | ||
Raw materials | $ 23,381 | $ 21,324 |
Work in progress | 5,752 | 8,847 |
Finished goods | 849 | 1,859 |
Total inventory | $ 29,982 | $ 32,030 |
Balance sheet components - Sc_2
Balance sheet components - Schedule of property and equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property and equipment | ||
Total property and equipment, gross | $ 122,174 | $ 97,449 |
Accumulated depreciation and amortization | (39,414) | (31,347) |
Total property and equipment, net | 82,760 | 66,102 |
Leasehold improvements | ||
Property and equipment | ||
Total property and equipment, gross | 30,199 | 26,516 |
Laboratory equipment | ||
Property and equipment | ||
Total property and equipment, gross | 55,072 | 45,342 |
Computer equipment | ||
Property and equipment | ||
Total property and equipment, gross | 12,734 | 10,939 |
Software | ||
Property and equipment | ||
Total property and equipment, gross | 930 | 566 |
Furniture and fixtures | ||
Property and equipment | ||
Total property and equipment, gross | 1,996 | 1,967 |
Automobiles | ||
Property and equipment | ||
Total property and equipment, gross | 58 | 58 |
Construction-in-progress | ||
Property and equipment | ||
Total property and equipment, gross | $ 21,185 | $ 12,061 |
Balance sheet components - Addi
Balance sheet components - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Inventory write-down | $ 5.3 | $ 8 | ||
Depreciation | $ 4.3 | $ 2.3 | $ 8.1 | $ 4.4 |
Balance sheet components - Sc_3
Balance sheet components - Schedule of accrued liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related expenses | $ 32,024 | $ 25,221 |
Accrued interest | 6,263 | 2,333 |
Compensation and other liabilities associated with business combinations | 15,545 | 25,600 |
Deferred revenue | 5,559 | 6,378 |
Other | 28,654 | 26,526 |
Total accrued liabilities | $ 88,045 | $ 86,058 |
Balance sheet components - Othe
Balance sheet components - Other long-term liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred revenue, non-current | $ 1,146 | $ 1,380 |
Compensation and other liabilities associated with business combinations, non-current | 444,222 | 825,976 |
Other | 15,298 | 13,900 |
Total other long-term liabilities | $ 460,666 | $ 841,256 |
Fair value measurements - Finan
Fair value measurements - Financial instruments at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 1,515,126 | $ 312,294 |
Unrealized Gains | 34 | 16 |
Unrealized Losses | 0 | (15) |
Financial assets: | 1,515,160 | 312,295 |
Total financial liabilities | 451,078 | 835,876 |
Cash equivalents | 1,082,412 | 76,423 |
Restricted cash | 10,275 | 6,686 |
Marketable securities | 422,473 | 229,186 |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 1,515,160 | 312,295 |
Total financial liabilities | 451,078 | 835,876 |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 1,464,021 | 247,995 |
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 | 51,139 | 64,300 |
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 | 451,078 | 835,876 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 1,092,689 | 83,109 |
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: | 1,092,689 | 83,109 |
Money market funds | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 1,092,689 | 83,109 |
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 |
U.S. Treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 371,298 | 164,894 |
Unrealized Gains | 34 | 7 |
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: | 371,332 | 164,886 |
U.S. Treasury notes | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets: | 371,332 | 164,886 |
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 | 51,139 | 64,291 |
Unrealized Gains | 0 | 9 |
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: | 51,139 | 64,300 |
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: | 51,139 | 64,300 |
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 | 22,010 | 39,237 |
Stock payable liability | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | 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 | 0 |
Stock payable liability | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 22,010 | 39,237 |
Contingent consideration | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 429,068 | 796,639 |
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 | 429,068 | 796,639 |
Accrued liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 6,856 | 10,592 |
Other long-term liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | $ 444,222 | $ 825,284 |
Fair value measurements - Addit
Fair value measurements - Additional information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||||
Transfers of assets and liabilities between Level 1, Level 2 and Level 3 | $ 0 | $ 0 | $ 0 | ||
Fair value of investments with unrealized losses | 34,900,000 | ||||
Change in fair value, income (expense) | $ 2,400,000 | $ (25,400,000) | $ 5,800,000 | $ (21,700,000) |
Commitments and contingencies -
Commitments and contingencies - Leases (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2016 |
Operating Leased Assets [Line Items] | ||
Finance lease, term of contract | 3 years | |
New Leases | Office Facility In San Francisco | ||
Operating Leased Assets [Line Items] | ||
Operating lease, renewal term | 10 years | |
Operating lease, term of contract | 10 years | |
Security deposit | $ 4.6 |
Commitments and contingencies_2
Commitments and contingencies - Debt financing (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Oct. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2019 | |
Convertible debt | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Debt discounts and issuance costs | $ 39,127,000 | $ 39,127,000 | $ 66,276,000 | ||||
Interest expense | 7,200,000 | $ 5,500,000 | 9,400,000 | $ 10,900,000 | |||
2020 Term Loan | Secured Debt | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Aggregate principal amount | $ 135,000,000 | ||||||
Days prior to convertible debt extended maturity date | 90 days | ||||||
Debt discounts and issuance costs | $ 32,800,000 | ||||||
Interest expense | $ 5,900,000 | $ 0 | $ 11,800,000 | $ 0 | |||
2020 Term Loan | Secured Debt | LIBOR | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Floor rate | 2.00% | ||||||
Basis spread on variable rate | 8.75% | ||||||
2024 Notes | Convertible debt | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Aggregate principal amount | $ 350,000,000 | ||||||
Percent of debt extended | 80.00% |
Commitments and contingencies_3
Commitments and contingencies - Convertible senior notes (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2021USD ($)tradingDay$ / shares | Sep. 30, 2019USD ($)tradingDay$ / shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | |
Convertible debt | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | $ | $ 7,200,000 | $ 5,500,000 | $ 9,400,000 | $ 10,900,000 | ||
Amortization of debt issuance costs | $ | 1,500,000 | 2,000,000 | ||||
2024 Notes | Convertible debt | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ | $ 350,000,000 | |||||
Stated interest rate | 2.00% | |||||
Conversion ratio | 0.0336293 | |||||
Conversion price (in dollars per share) | $ / shares | $ 29.74 | |||||
Redemption price percentage | 100.00% | |||||
Number of threshold trading days | tradingDay | 20 | |||||
Number of consecutive trading days | tradingDay | 30 | |||||
Threshold percentage of stock price trigger | 130.00% | |||||
Threshold trading days immediately after five consecutive trading days | tradingDay | 5 | |||||
Maximum threshold percentage of stock price trigger | 98.00% | |||||
Threshold trading days | tradingDay | 30 | |||||
2028 Notes | Convertible debt | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ | $ 1,200,000,000 | |||||
Stated interest rate | 1.50% | |||||
Conversion price (in dollars per share) | $ / shares | $ 43.18 | |||||
Redemption price percentage | 100.00% | |||||
Number of threshold trading days | tradingDay | 20 | |||||
Number of consecutive trading days | tradingDay | 30 | |||||
Threshold percentage of stock price trigger | 150.00% | |||||
Percent of par value | 99.00% | |||||
Level 2 | 2024 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Fair value | $ | 481,300,000 | 481,300,000 | ||||
Level 2 | 2028 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Fair value | $ | $ 1,200,000,000 | $ 1,200,000,000 |
Commitments and contingencies_4
Commitments and contingencies - Components of debt (Details) - Convertible debt - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Outstanding principal | $ 1,500,000 | $ 350,000 |
Unamortized debt discount and issuance costs | (39,127) | (66,276) |
Net carrying amount, liability component | $ 1,460,873 | $ 283,724 |
Commitments and contingencies_5
Commitments and contingencies - Other commitments (Details) $ in Millions | Jun. 30, 2021USD ($) |
Service agreements and laboratory supplies | |
Debt Instrument [Line Items] | |
Noncancelable unconditional purchase commitments | $ 73.1 |
Stockholders' equity - Schedule
Stockholders' equity - Schedule of convertible preferred and common stock (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Convertible preferred stock: | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares outstanding, beginning and end of period | 125 | 125 | 125 | 125 |
Shares outstanding, end of period | ||||
Common stock: | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares outstanding, beginning and end of period | 197,514 | 101,920 | 185,886 | 98,796 |
Common stock issued in connection with public offering (in shares) | 0 | 23,058 | 8,932 | 23,058 |
Common stock issued on exercise of stock options, net (in shares) | 178 | 130 | 579 | 308 |
Common stock issued pursuant to vesting of RSUs (in shares) | 2,671 | 3,055 | 3,383 | 3,481 |
Common stock issued pursuant to exercises of warrants (in shares) | 0 | 6 | 208 | 148 |
Common stock issued pursuant to employee stock purchase plan (in shares) | 271 | 342 | 271 | 342 |
Common stock issued pursuant to business combinations (in shares) | 2,384 | 2,778 | 3,759 | 5,156 |
Shares outstanding, end of period | 203,018 | 131,289 | 203,018 | 131,289 |
Stockholders' equity - Addition
Stockholders' equity - Additional information (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 36 Months Ended | |||||||||
May 30, 2021USD ($) | Jan. 31, 2021USD ($)$ / sharesshares | Oct. 31, 2020USD ($) | Jun. 30, 2020USD ($)$ / shares | Apr. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Aug. 31, 2018USD ($) | Jun. 30, 2021shares | Jun. 30, 2020$ / sharesshares | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Aug. 31, 2017$ / shares | |
Class of Stock [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 11,717 | $ 6,760 | |||||||||||
Series A convertible preferred stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, conversion ratio | 1 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||
Underwritten public offering | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 460,000 | ||||||||||||
Net proceeds from issuance of common stock | $ 434,300 | ||||||||||||
Common stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock issued in connection with public offering (in shares) | shares | 0 | 23,058 | 8,932 | 23,058 | |||||||||
Common stock | Underwritten public offering | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 184,000 | ||||||||||||
Net proceeds from issuance of common stock | $ 173,000 | ||||||||||||
Number of shares sold in underwritten public offering | shares | 8,900 | 20,400 | |||||||||||
Shares issued price per share (in dollars per share) | $ / shares | $ 51.50 | $ 9 | |||||||||||
Common stock | Private placement | ArcherDX | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 275,000 | ||||||||||||
Net proceeds from issuance of common stock | $ 263,700 | ||||||||||||
Shares issued price per share (in dollars per share) | $ / shares | $ 16.85 | $ 16.85 | $ 16.85 | ||||||||||
2018 Sales Agreement | Cowen and Company, LLC | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Percentage of commission payable on gross proceeds | 3.00% | 3.00% | |||||||||||
2018 Sales Agreement | Maximum | Cowen and Company, LLC | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 400,000 | $ 175,000 | $ 75,000 | ||||||||||
2018 Sales Agreement | Common stock | Cowen and Company, LLC | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 175,000 | ||||||||||||
Common stock issued in connection with public offering (in shares) | shares | 8,700 | ||||||||||||
Net proceeds from issuance of common stock | $ 169,100 |
Stock incentive plans - Additio
Stock incentive plans - Additional information (Details) - shares shares in Millions | 1 Months Ended | 6 Months Ended | |
Oct. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2021 | |
Stock incentive plans | |||
Stock incentive plan | |||
Vesting period | 4 years | ||
Stock incentive plans | RSU | |||
Stock incentive plan | |||
Vesting period | 3 years | ||
Stock incentive plans | PRSU | |||
Stock incentive plan | |||
Vesting period | 2 years | ||
Stock incentive plans | Stock options | |||
Stock incentive plan | |||
Vesting rate upon anniversaries | 25.00% | ||
Monthly vesting rate thereafter | 2.08% | ||
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% | ||
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% | ||
Maximum | 2010 Plan | |||
Stock incentive plan | |||
Term of options granted | 10 years | ||
ArcherDX | Stock incentive plans | Stock options | |||
Stock incentive plan | |||
Number of options issued and vested (in shares) | 3.7 | ||
Singular Bio | Stock incentive plans | PRSU | |||
Stock incentive plan | |||
Vesting period | 18 months | ||
Singular Bio | Stock incentive plans | First anniversary | RSU | |||
Stock incentive plan | |||
Vesting rate upon anniversaries | 33.33% | ||
Singular Bio | Stock incentive plans | Second anniversary | RSU | |||
Stock incentive plan | |||
Vesting rate upon anniversaries | 33.33% | ||
Singular Bio | Stock incentive plans | Third anniversary | RSU | |||
Stock incentive plan | |||
Vesting rate upon anniversaries | 33.33% |
Stock incentive plans - Schedul
Stock incentive plans - Schedule of activity under the plans (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
RSUs and PRSUs | ||
Activity under the plan | ||
Granted (in shares) | (5,476) | |
Cancelled (in shares) | 412 | |
Stock incentive plans | Stock options | ||
Activity under the plan | ||
Shares available for grant, beginning balance (in shares) | 7,447 | |
Stock options outstanding, beginning balance (in shares) | 4,877 | |
Additional shares reserved (in shares) | 8,498 | |
Options granted (in shares) | 244 | |
Options cancelled (in shares) | (40) | |
Options exercised (in shares) | (579) | |
Shares available for grant, ending balance (in shares) | 10,677 | 7,447 |
Stock options outstanding, ending balance (in shares) | 4,502 | 4,877 |
Weighted-Average Exercise Price | ||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 7.75 | |
Options granted (in dollars per share) | $ / shares | 34.90 | |
Options cancelled (in dollars per share) | $ / shares | 26.64 | |
Options exercised (in dollars per share) | $ / shares | 5.10 | |
Balance at the end of the period (in dollars per share) | $ / shares | $ 9.39 | $ 7.75 |
Additional information | ||
Exercisable, number of shares | 4,003 | |
Exercisable, weighted-average exercise price (in dollars per share) | $ / shares | $ 7.43 | |
Weighted-average remaining contractual life | 6 years 4 months 24 days | 6 years 9 months 18 days |
Aggregate Intrinsic Value | $ | $ 109,835 | $ 166,130 |
Exercisable, weighted-average remaining contractual life | 6 years 1 month 6 days | |
Exercisable, aggregate intrinsic value | $ | $ 105,304 | |
Vested and expected to vest | ||
Number of shares | 4,466 | |
Weighted-average exercise price (in dollars per share) | $ / shares | $ 9.32 | |
Weighted-average remaining contractual life | 6 years 4 months 24 days | |
Aggregate intrinsic value | $ | $ 109,280 | |
Stock incentive plans | RSUs and PRSUs | ||
Activity under the plan | ||
Granted (in shares) | (5,476) | |
Cancelled (in shares) | 412 |
Stock incentive plans - Summary
Stock incentive plans - Summary of RSU activity (Details) - RSUs and PRSUs shares in Thousands | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of Shares | |
Balance at the beginning of the period (in shares) | shares | 6,602 |
Granted (in shares) | shares | 5,476 |
Vested stock units awarded (in shares) | shares | (3,383) |
Cancelled (in shares) | shares | (412) |
Balance at the end of the period (in shares) | shares | 8,283 |
Weighted- Average Grant Date Fair Value Per Share | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 12.89 |
Granted (in dollars per share) | $ / shares | 31.47 |
Vested (in dollars per share) | $ / shares | 20.86 |
Cancelled (in dollars per share) | $ / shares | 21.90 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 21.47 |
Stock incentive plans - Summa_2
Stock incentive plans - Summary of stock based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock-based compensation | ||||
Total stock-based compensation expense | $ 47,562 | $ 51,846 | $ 106,337 | $ 81,124 |
Cost of revenue | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | 5,474 | 2,356 | 7,659 | 3,217 |
Research and development | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | 30,803 | 41,565 | 46,338 | 63,769 |
Selling and marketing | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | 6,909 | 3,298 | 10,339 | 5,120 |
General and administrative | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | $ 4,376 | $ 4,627 | $ 42,001 | $ 9,018 |
Net income (loss) per share - S
Net income (loss) per share - Schedule of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Basic: | ||||
Net income (loss) | $ 133,786 | $ (166,403) | $ 24,294 | $ (264,930) |
Diluted: | ||||
Interest effect of convertible debt, net | 7,201 | 0 | 0 | 0 |
Total | $ 140,987 | $ (166,403) | $ 24,294 | $ (264,930) |
Basic: | ||||
Shares used in computing net income (loss) per share, basic | 204,110 | 129,023 | 199,083 | 112,765 |
Diluted: | ||||
Dilutive effect of contingently issuable shares (in shares) | 10,804 | 0 | 5,394 | |
Dilutive effect of convertible notes (in shares) | 38,403 | 0 | 0 | 0 |
Dilutive effect of Series A preferred stock (in shares) | 125 | 0 | 125 | 0 |
Dilutive effect of equity awards (in shares) | 11,479 | 0 | 11,993 | 0 |
Shares used in computing net income (loss) per share, diluted | 264,921 | 129,023 | 216,595 | 112,765 |
Net loss per share, basic (in dollars per share) | $ 0.66 | $ (1.29) | $ 0.12 | $ (2.35) |
Net loss per share, diluted (in dollars per share) | $ 0.53 | $ (1.29) | $ 0.11 | $ (2.35) |
Net income (loss) per share -_2
Net income (loss) per share - Schedule of antidilutive securities excluded from computation of earnings per share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 1,165 | 24,775 | 38,625 | 24,391 |
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) | 181 | 3,416 | 100 | 3,447 |
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) | 0 | 369 | 0 | 429 |
Shares of common stock subject to outstanding RSUs and PRSUs | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 984 | 8,782 | 122 | 8,302 |
Shares of common stock pursuant to ESPP | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 0 | 313 | 0 | 318 |
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) | 0 | 125 | 0 | 125 |
Shares of common stock subject to convertible senior notes conversion | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 0 | 11,770 | 38,403 | 11,770 |
Geographic information - Schedu
Geographic information - Schedule of revenue by country (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Geographic information | ||||
Total revenue | $ 116,312 | $ 46,191 | $ 219,933 | $ 110,439 |
United States | ||||
Geographic information | ||||
Total revenue | 102,499 | 43,334 | 192,911 | 103,140 |
Rest of world | ||||
Geographic information | ||||
Total revenue | $ 13,813 | $ 2,857 | $ 27,022 | $ 7,299 |
Subsequent events (Details)
Subsequent events (Details) | Jul. 31, 2021 |
Medneon | Subsequent event | |
Subsequent Event [Line Items] | |
Percentage of diluted interest acquired | 100.00% |