Cover Page
Cover Page - shares | 3 Months Ended | |
Dec. 31, 2021 | Feb. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38720 | |
Entity Registrant Name | Twist Bioscience Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-2058888 | |
Entity Address, Address Line One | 681 Gateway Blvd | |
Entity Address, State or Province | CA | |
Entity Address, City or Town | South San Francisco | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 800 | |
Local Phone Number | 719-0671 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | TWST | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 50,885,068 | |
Amendment Flag | false | |
Entity Central Index Key | 0001581280 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 191,624 | $ 465,829 |
Short-term investments | 110,235 | 12,034 |
Accounts receivable, net | 32,872 | 28,549 |
Inventories | 40,239 | 31,800 |
Prepaid expenses and other current assets | 10,037 | 8,283 |
Total current assets | 385,007 | 546,495 |
Long term investment | 106,843 | |
Property and equipment, net | 65,135 | 44,122 |
Operating lease right-of-use assets | 72,020 | 61,580 |
Goodwill | 84,244 | 22,434 |
Intangible assets, net | 63,921 | 18,262 |
Restricted cash, non-current | 1,572 | 1,530 |
Other non-current assets | 7,425 | 7,674 |
Total assets | 786,167 | 702,097 |
Current liabilities: | ||
Accounts payable | 23,073 | 14,900 |
Accrued expenses | 11,686 | 6,437 |
Accrued compensation | 18,735 | 22,327 |
Current portion of operating lease liability | 12,684 | 8,213 |
Current portion of long-term debt | 1,552 | |
Other current liabilities | 13,856 | 9,623 |
Total current liabilities | 80,034 | 63,052 |
Operating lease liability, net of current portion | 60,285 | 53,156 |
Other non-current liabilities | 19,670 | 5,068 |
Total liabilities | 159,989 | 121,276 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.00001 par value-100,000 and 100,000 shares authorized at December 31, 2021 and September 30, 2021, respectively; 50,735 and 49,499 shares issued and outstanding at December 31, 2021 and September 30, 2021, respectively | ||
Additional paid-in capital | 1,281,931 | 1,190,828 |
Accumulated other comprehensive income | 363 | 546 |
Accumulated deficit | (656,116) | (610,553) |
Total stockholders' equity | 626,178 | 580,821 |
Total liabilities and stockholders' equity | $ 786,167 | $ 702,097 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Consolidated Balance Sheets | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, share authorized | 100,000 | 100,000 |
Common stock, share issued | 50,735 | 49,499 |
Common stock, share outstanding | 50,735 | 49,499 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Revenues | $ 42,018 | $ 28,161 |
Operating expenses: | ||
Cost of revenues | 27,056 | 18,162 |
Research and development | 22,630 | 14,000 |
Selling, general and administrative | 51,098 | 28,792 |
Change in fair value of contingent consideration and indemnity holdback | (2,826) | 0 |
Total operating expenses | 97,958 | 60,954 |
Loss from operations | (55,940) | (32,793) |
Interest income | 154 | 134 |
Interest expense | (26) | (118) |
Other income (expense), net | (156) | (77) |
Loss before income taxes | (55,968) | (32,854) |
Benefit from (provision for) income taxes | 10,405 | (46) |
Net loss attributable to common stockholders | (45,563) | (32,900) |
Other comprehensive loss: | ||
Change in unrealized gain (loss) on investments | 277 | (8) |
Foreign currency translation adjustment | (94) | 63 |
Comprehensive loss | $ (45,380) | $ (32,845) |
Net loss per share attributable to common stockholders-basic and diluted | $ (0.91) | $ (0.72) |
Weighted average shares used in computing net loss per share attributable to common stockholders-basic and diluted | 49,912 | 46,000 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated deficit [Member] | Total |
Beginning Balance at Sep. 30, 2020 | $ 794,630 | $ 87 | $ (458,455) | $ 336,262 | |
Beginning Balance, shares at Sep. 30, 2020 | 45,083 | ||||
Issuance of common stock in public offering, net of underwriting discounts and commissions and offering expenses | 323,851 | 323,851 | |||
Issuance of common stock in public offering, net of underwriting discounts and commissions and offering expenses, shares | 3,136 | ||||
Vesting of restricted stock units | 54 | ||||
Exercise of stock options | 6,072 | 6,072 | |||
Exercise of stock options, shares | 345 | ||||
Net exercise of stock warrants | 22 | ||||
Repurchases of common stock for income tax withholding | (2,410) | (2,410) | |||
Repurchases of common stock for income tax withholding , shares | (24) | ||||
Stock-based compensation | 7,022 | 7,022 | |||
Other comprehensive income | 55 | 55 | |||
Net loss | (32,900) | (32,900) | |||
Ending Balance at Dec. 31, 2020 | 1,129,165 | 142 | (491,355) | 637,952 | |
Ending Balance, shares at Dec. 31, 2020 | 48,616 | ||||
Beginning Balance at Sep. 30, 2021 | 1,190,828 | 546 | (610,553) | 580,821 | |
Beginning Balance, shares at Sep. 30, 2021 | 49,499 | ||||
Business acquisition | 72,514 | 72,514 | |||
Business acquisition, shares | 928 | ||||
Vesting of restricted stock units | 62 | ||||
Exercise of stock options | 3,039 | 3,039 | |||
Exercise of stock options, shares | 270 | ||||
Repurchases of common stock for income tax withholding | (2,558) | (2,558) | |||
Repurchases of common stock for income tax withholding , shares | (24) | ||||
Stock-based compensation | 18,108 | 18,108 | |||
Other comprehensive income | (183) | (183) | |||
Net loss | (45,563) | (45,563) | |||
Ending Balance at Dec. 31, 2021 | $ 1,281,931 | $ 363 | $ (656,116) | $ 626,178 | |
Ending Balance, shares at Dec. 31, 2021 | 50,735 |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Common Stock [Member] | |
Net of underwriting discounts, commissions and offering expenses | $ 21,149 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (45,563) | $ (32,900) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 3,150 | 2,111 |
Deferred tax liability | (10,545) | |
Loss on disposal of property and equipment | 2 | |
Non-cash lease expense | 1,174 | 248 |
Stock-based compensation | 18,108 | 7,022 |
Discount accretion on investment securities | 318 | 122 |
Change in fair value of contingent consideration and indemnity holdback | (2,826) | 0 |
Non-cash interest expense | 3 | 25 |
Amortization of debt discount | 4 | 30 |
Unrealized currency translation (gain/loss) | 70 | |
Changes in assets and liabilities: | ||
Accounts receivable, net | (2,032) | 884 |
Inventories | (8,436) | (1,122) |
Prepaid expenses and other current assets | (91) | (2,043) |
Other non-current assets | 3,231 | 59 |
Accounts payable | (5) | 3,459 |
Accrued expenses | 445 | (149) |
Accrued compensation | (3,624) | (3,357) |
Other liabilities | (34) | 677 |
Net cash used in operating activities | (46,653) | (24,932) |
Cash flows from investing activities | ||
Purchases of property and equipment | (12,783) | (3,629) |
Business acquisition, net of cash acquired | (8,160) | |
Purchases of investments | (217,639) | (74,292) |
Proceeds from maturity of investments | 12,000 | 32,000 |
Net cash used in investing activities | (226,582) | (45,921) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 3,105 | 6,084 |
Proceeds from public offerings, net of underwriting discounts, commissions and offering expenses | 324,080 | |
Proceeds from (repayments of) long-term debt | (1,558) | (833) |
Repurchases of common stock for income tax withholding | (2,558) | (2,410) |
Net cash used in financing activities | (1,011) | 326,921 |
Effect of exchange rates on cash, cash equivalents and restricted cash | 83 | 5 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (274,163) | 256,073 |
Cash, cash equivalents, and restricted cash at beginning of period | 467,359 | 94,246 |
Cash, cash equivalents, and restricted cash at end of period | 193,196 | 350,319 |
Supplemental disclosure of cash flow information | ||
Interest paid | 9 | 61 |
Income taxes paid, net of refunds | 91 | 81 |
Non-cash investing and financing activities | ||
Property and equipment additions included in accounts payable and accrued expenses | 11,479 | 1,515 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 10,423 | |
Deferred offering costs included in accounts payable and accrued expenses | 229 | |
Issuance of common stock in connection with the business acquisition | $ 72,514 | $ 0 |
The company
The company | 3 Months Ended |
Dec. 31, 2021 | |
The company | |
The company | 1. The Company Twist Bioscience Corporation (the Company) was incorporated in the state of Delaware on February 4, 2013. The Company is a synthetic biology company that has developed a disruptive DNA synthesis platform. DNA is used in many applications across different industries: industrial chemicals/materials, academic, healthcare and food/agriculture. The Company’s fiscal year ends on September 30. The Company has generated net losses in all periods since its inception. As of December 31, 2021, the Company had an accumulated deficit of $656.1 million and has not generated positive cash flows from operations since inception. Losses are expected to continue as the Company continues to invest in product development, manufacturing, and sales and marketing. Since its inception, the Company has received an aggregate of $1,063.9 million in net proceeds from the issuance of equity securities and an aggregate of $13.8 million from debt. Management believes that these proceeds combined with existing cash balances on hand will be sufficient to fund operations for at least one year from the issuance of these consolidated financial statements. However, if the Company needs to obtain additional financing to fund operations beyond this period, there can be no assurance that it will be successful in raising additional financing on terms which are acceptable to the Company. If the Company requires but is unable to obtain additional funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. During the three months ended December 31, 2021, financial results of the Company were not significantly affected by the COVID-19 pandemic, which continues to have global impact. The Company has considered all information available as of the date of issuance of these financial statements and the Company is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. The extent to which the COVID-19 outbreak affects the Company’s future financial results and operations will depend on future developments which continue to evolve and are difficult to predict, including new information concerning mutations in the SARS-CoV-2 virus, which may make it more contagious, and current or future domestic and international actions to contain it and treat it. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation and use of estimates The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2021 (the Annual Report on Form 10-K) filed with the Securities and Exchange Commission on November 23, 2021. The condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet at September 30, 2021 is derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The operating results for the three months ended December 31, 2021 are not necessarily indicative of the results expected for the full year ending September 30, 2022 or any interim period. The presentation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s unaudited condensed consolidated financial statements include its wholly owned subsidiaries. The Company consolidates Revelar Biotherapeutics, Inc. (“Revelar”) as a variable interest entity (“VIE”) for which it is the primary beneficiary (see Note 15 “Investment in consolidated variable interest entity” for further information). All intercompany balances and accounts are eliminated in consolidation. The following table provides a reconciliation of the Company’s cash and cash equivalents and non-current portion of restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash shown in the Company’s condensed consolidated statements of cash flows: December 31, September 30, (in thousands) 2021 2021 Cash and cash equivalents $ 191,624 $ 465,829 Restricted cash, non-current 1,572 1,530 Total cash, cash equivalents and restricted cash $ 193,196 $ 467,359 Significant accounting policies There have been no material changes in the accounting policies from those disclosed in the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K other than the following variable interest entities policy. Variable interest entities The Company consolidates a VIE in which the Company is deemed to be the primary beneficiary. An entity is generally a VIE if it meets any of the following criteria: (i) the entity has insufficient equity to finance its activities without additional subordinated financial support from other parties, (ii) the equity investors cannot make significant decisions about the entity’s operations or (iii) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity or receive the expected returns of the entity and substantially all of the entity’s activities involve or are conducted on behalf of the investor with disproportionately few voting rights. The Company periodically makes judgments in determining whether its investees are VIEs and, for each reporting period, the Company assesses whether it is the primary beneficiary of its VIE. As of December 31, 2021, the Company was deemed the primary beneficiary of Revelar . See Note 15 “Investment in consolidated variable interest entity”. Recent accounting pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considered the applicability and impact of all recent ASUs. ASUs not listed below were assessed and determined to be not applicable to the Company’s consolidated financial position and results of operations. Recent accounting pronouncements adopted In December 2019, the FASB issued ASU 2019 12, Recently issued accounting pronouncement not yet adopted In November 2021, the FASB issued ASU 2021 10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The amendments in this update require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model. The amendments in this update are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. Early application is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In October 2021 the FASB issued ASU 2021 08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts as if it had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016 13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires entities to use the new “expected credit loss” impairment model for most financial assets measured at amortized cost, including trade and other receivables and held-to-maturity debt securities, and modifies the impairment model for available-for-sale debt securities. The standard is effective for the Company for the fiscal year ending September 30, 2024, including interim periods within that fiscal year. Early application is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. |
Fair value measurement
Fair value measurement | 3 Months Ended |
Dec. 31, 2021 | |
Fair value measurement | |
Fair value measurement | 3. Fair value measurement The Company assesses the fair value of financial instruments based on the provisions of ASC 820, Fair Value Measurements Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company short-term and long-term investments primarily utilize broker quotes in a non-active market for valuation of its investments. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. As of December 31, 2021, financial assets and liabilities measured and recognized at fair value are as follows: (in thousands) Level 1 Level 2 Level 3 Fair value Assets Money market funds $ 143,015 $ — $ — $ 143,015 Corporate bonds — 43,218 — 43,218 Commercial paper — 60,406 — 60,406 U.S. government treasury bills 113,454 — — 113,454 Total financial assets $ 256,469 $ 103,624 $ — $ 360,093 Liabilities Contingent consideration and indemnity holdback $ — $ 20,568 $ 7,800 $ 28,368 Total financial liabilities $ — $ 20,568 $ 7,800 $ 28,368 As of September 30, 2021, financial assets and liabilities measured and recognized at fair value are as follows: (in thousands) Level 1 Level 2 Level 3 Fair value Assets Money market funds $ 430,438 $ — $ — $ 430,438 U.S. government treasury bills 12,034 — — 12,034 Total financial assets $ 442,472 $ — $ — $ 442,472 Liabilities Contingent consideration and indemnity holdback $ — $ 9,856 $ — $ 9,856 Total financial liabilities $ — $ 9,856 $ — $ 9,856 As of December 31, 2021 and September 30, 2021, gross unrealized gains and unrealized losses for cash equivalents and investments were not material. Following table provided a reconciliation of beginning and ending balances of the Level 3 financial liabilities during the three months ended December 31, 2021: (in thousands) Total Balance as of September 30, 2021 $ — Contingent consideration – additions 8,500 Change in fair value (700) Balance as of December 31, 2021 $ 7,800 |
Balance sheet components
Balance sheet components | 3 Months Ended |
Dec. 31, 2021 | |
Balance sheet components | |
Balance sheet components | 4. Balance sheet components The Company’s accounts receivable, net balance consists of the following: December 31, September 30, (in thousands) 2021 2021 Trade Receivables $ 27,375 $ 26,549 Other Receivables 5,834 2,337 Allowance for Doubtful Accounts (337) (337) Accounts Receivable, net $ 32,872 $ 28,549 Inventories consist of the following: December 31, September 30, (in thousands) 2021 2021 Raw Materials $ 30,336 $ 18,778 Work-in-process 3,143 4,837 Finished Goods 6,760 8,185 $ 40,239 $ 31,800 The work-in-process inventory included gross consigned inventory of $1.4 million and $1.9 million as of December 31, 2021 and September 30, 2021, respectively. Other non-current assets The other non-current assets consist of the following: December 31, September 30, (in thousands) 2021 2021 Convertible note receivable $ 3,051 $ 3,021 Other non-current assets 4,374 4,653 $ 7,425 $ 7,674 On September 10, 2021, the Company entered into a convertible promissory note agreement with a privately held company (“Borrower”) pursuant to which the Company agreed to loan to the Borrower up to an aggregate of $3.0 million in a series of loan installments, evidenced by a convertible promissory note having a maturity date of May 1, 2023 (“Convertible Note”). The Convertible Note accrues interest at a rate of 4% per annum. Outstanding principal and any unpaid accrued interest will be converted into preferred shares of the Borrower if before the repayment of the Note, the Borrower has an equity financing round. Accrued expenses The accrued expenses consist of the following: December 31, September 30, (in thousands) 2021 2021 Professional services fees payable $ 8,796 $ 5,057 Other accrued expenses 2,890 1,380 $ 11,686 $ 6,437 Accrued compensation The accrued compensation consists of the following: December 31, September 30, (in thousands) 2021 2021 Accrued vacation $ 5,227 $ 4,643 Accrued bonus 2,858 8,584 Accrued commissions 2,520 3,330 Accrued payroll and related taxes 5,603 4,676 Other accrued compensation 2,527 1,094 $ 18,735 $ 22,327 Other current liabilities The other current liabilities consist of the following: December 31, September 30, (in thousands) 2021 2021 Contingent consideration and indemnity holdback $ 9,082 $ 5,186 Income and sales taxes payable 3,165 2,440 Other current liabilities 1,609 1,997 $ 13,856 $ 9,623 Other non current liabilities The other non current liabilities consist of the following: December 31, September 30, (in thousands) 2021 2021 Contingent consideration and indemnity holdback $ 19,286 $ 4,671 Other non current liabilities 384 397 $ 19,670 $ 5,068 |
Goodwill and intangible assets
Goodwill and intangible assets | 3 Months Ended |
Dec. 31, 2021 | |
Goodwill and intangible assets | |
Goodwill and intangible assets | 5. Goodwill and intangible assets During the three months ended December 31, 2021, the goodwill balance and intangible assets were increased by $61.8 million and $46.5 million, respectively, as a result of a business acquisition. See Note 14, “Business acquisition”. Total amortization expense related to intangible assets was $0.8 million for the three months ended December 31, 2021 and less than $0.1 million for the three months ended December 31, 2020. The intangible assets balances are presented below: December 31, 2021 Weighted average Gross Amortization period carrying Accumulated Net book (in thousands, except for years) in years amount amortization value Developed Technology 15 $ 50,020 $ (1,880) $ 48,140 Customer Relationships 10 15,210 (304) 14,906 Tradenames & Trademarks 3 900 (25) 875 Total indefinite-lived intangible assets $ 66,130 $ (2,209) $ 63,921 September 30, 2021 Weighted average Gross Amortization period carrying Accumulated Net book (in thousands, except for years) in years amount amortization value Developed Technology 16 $ 19,120 $ (1,361) $ 17,759 Customer Relationships 1.5 510 (7) 503 Total indefinite-lived intangible assets $ 19,630 $ (1,368) $ 18,262 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Dec. 31, 2021 | |
Commitments and contingencies | |
Commitments and contingencies | 6. Commitments and contingencies The Company may be subject to litigation, claims and disputes in the ordinary course of business. There is an inherent risk in any litigation or dispute and no assurance can be given as to the outcome of any claims. Indemnifications In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend the indemnified parties for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. To date, the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require it to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by corporate law. The Company also has directors’ and officers’ insurance. Leases The Company leases certain of its facilities under non-cancellable operating leases expiring at various dates through 2044. The Company is also responsible for utilities, maintenance, insurance, and property taxes under these leases. Certain leases include options to renew or terminate at the Company’s discretion. The lease terms include periods covered by these options if it is reasonably certain the Company will renew or not terminate. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants. Supplemental balance sheet information related to the Company’s operating lease as of December 31, 2021 was the following: December 31, (in thousands) 2021 Assets: Operating lease right-of-use asset $ 72,020 Current liabilities: Current portion of operating lease liabilities $ 12,684 Noncurrent liabilities: Operating lease liabilities, net of current portion $ 60,285 Future minimum lease payments under all non-cancelable operating leases that have commenced as of December 31, 2021 are as follows: Operating (in thousands) leases Years ending September 30: Remainder of 2022 $ 9,474 2023 13,203 2024 12,275 2025 12,487 2026 11,012 Thereafter 88,764 Total minimum lease payments $ 147,215 Less: imputed interest (56,618) Less: tenant improvement allowance (receipt anticipated in 2022) (17,628) Total operating lease liabilities $ 72,969 Less: current portion (12,684) Operating lease liabilities, net of current portion $ 60,285 For the remainder of 2022, future minimum lease payments are comprised of the anticipated receipt of tenant improvement allowances totaling $17.6 million anticipated to be received in 2022, partially offset by non-cancelable operating lease payments of $9.5 million. The statement of cash flows for the three months ended December 30, 2021, include changes in right-of-use assets and operating lease liabilities of $10.4 million and $11.6 million, respectively. For the three months ended December 30, 2020, changes in right-of-use assets and operating lease liabilities were $1.4 million and $1.1 million, respectively. Operating lease expense was $3.5 million and $1.9 million for the three months ended December 31, 2021 and 2020, respectively. Cash payments for amounts included in the measurement of operating lease liabilities were $2.9 million and $1.7 million for the three months ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the weighted-average remaining lease term was 15.97 years and the weighted-average discount rate was 6.39%. On July 28, 2021, the Company entered into a 7-year operating lease for approximately 21,000 square-feet of office space located in South San Francisco, California, to further expand the Company operations. Upon execution of the lease agreement, the Company provided the landlord an approximate $0.2 million security deposit. The Company will pay an initial annual base rent of approximately $1.7 million, which is subject to scheduled 3% annual increases, plus certain operating expenses. The Company has the right to sublease the facility, subject to landlord consent. The lease commenced on October 1, 2021. As of lease commencement date, the total future minimum lease payments under the agreement were $13.1 million. |
Related party transactions
Related party transactions | 3 Months Ended |
Dec. 31, 2021 | |
Related party transactions | |
Related party transactions | 7. Related party transactions During the three months ended December 31, 2021 and 2020, the Company purchased raw materials from a related party investor in the amount of $1.7 million and $1.1 million, respectively. Payable balances and receivable balances with the related party were immaterial as of December 31, 2021 and September 30, 2021. |
Income taxes
Income taxes | 3 Months Ended |
Dec. 31, 2021 | |
Income taxes | |
Income taxes | 8. Income taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of state taxes, foreign taxes, and changes in the Company’s valuation allowance against its deferred tax assets. For the three months ended December 31, 2021 the Company recorded $10.5 million income tax benefit due to the deferred tax liability assumed as part of the business acquisition (see Note 14, “Business acquisition”). For the three months ended December 31, 2020, the Company recorded an immaterial provision for income taxes. |
Warrants
Warrants | 3 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | 9. Warrants In connection with its long-term debt agreements, the Company issued 18,854 and 7,531 warrants for its common stock on December 22, 2015 and March 28, 2016, respectively. As of September 30, 2020, there were 26,385 warrants outstanding. In October 2020, a total of 18,854 warrants with an exercise price of $14.85 per common share were exercised for a net 16,051 common shares issued by the Company. In November 2020, a total of 7,531 warrants with an exercise price of $21.24 per common share were exercised for a net 6,041 common shares issued by the Company. There are no outstanding warrants for the Company’s common stock as of December 31, 2021. |
Common stock
Common stock | 3 Months Ended |
Dec. 31, 2021 | |
Common stock | |
Common stock | 10. Common stock In December 2020, the Company completed an underwriting public offering of 3,136,362 shares of its common stock at a price to the public of $110.00 per share, including the full exercise of underwriters’ option to purchase an additional 409,090 shares of common stock. The Company received total net proceeds from the offering of $323.9 million, net of estimated underwriting discounts and commissions and offering expenses. |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Dec. 31, 2021 | |
Stock-based compensation | |
Stock-based compensation | 11. Stock-based compensation 2018 Equity Incentive Plan On September 1, 2020, the board of directors approved the implementation of a revised annual equity award program for executive officers and senior level employees to be granted as performance-based stock options (PSOs) under the 2018 Plan. The number of PSOs ultimately earned under these awards is calculated based on the achievement of certain total revenue threshold during the fiscal year ending September 30, 2022. The percentage of performance stock options that vest will depend on the board of directors’ determination of total revenue at the end of the performance period and can range from 0% to 150% of the number of options granted. The provisions of the PSO are considered a performance condition, and the effects of that performance condition are not reflected in the grant date fair value of the awards. The Company used the Black-Scholes method to calculate the fair value at the grant date without regard to the vesting condition and will recognize compensation cost for the options that are expected to vest. As of December 31, 2021, the Company determined that 256,665 shares are expected to vest based on the probability of the performance condition that will be achieved under this equity award program. The Company reassesses the probability of the performance condition at each reporting period and adjusts the compensation cost based on the probability assessment. The weighted-average grant date fair value was determined to be $45.18 per share. As of December 31, 2021, the unrecognized compensation costs related to these awards was $4.2 million. The Company expects to recognize those costs over a weighted average period of 0.8 years. Any shares subject to outstanding awards under the 2013 Plan that are canceled or repurchased subsequent to the 2018 Plan’s effective date are returned to the pool of shares reserved for issuance under the 2018 Plan. Awards granted under the 2018 Plan may be non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and performance units. Activity under the equity incentive plans during the three months ended December 31, 2021 is summarized below: Weighted Weighted average average remaining exercise contractual Aggregate Shares Options price term intrinsic (In thousands, except per share data) available outstanding per share (years) value Outstanding at September 30, 2021 1,728 3,132 $ 27.15 7.3 $ 251,343 Additional shares authorized 1,000 Stock options granted (168) 168 15.95 — — Stock options exercised — (293) 10.62 — — Stock options forfeited 67 (67) 28.65 — — Restricted stock units granted (995) — — — — Forfeiture of restricted stock units 35 — — — — Shares withheld for payment of taxes 24 — — — — Outstanding at December 31, 2021 1,691 2,940 $ 27.78 7.2 $ 148,550 Vested or expected to vest at December 31, 2021 — 2,940 $ 27.78 7.2 $ 148,550 Vested and exercisable at December 31, 2021 — 1,636 $ 19.04 6.6 $ 95,627 Total stock-based compensation expense recognized was as follows: Three months ended December 31, (in thousands) 2021 2020 Cost of revenues $ 878 $ 487 Research and development 4,027 2,001 Selling, general and administrative 13,163 4,534 Total stock-based compensation $ 18,068 $ 7,022 As of December 31, 2021, there was $25.3 million of total unrecognized compensation cost related to non-vested stock options under the equity incentive plans that is expected to be recognized over a weighted average period of 1.5 years. The weighted-average grant date fair value of stock options granted during the three months ended December 31, 2021 was $83.07 per share. Restricted Stock Units Restricted stock primarily consists of restricted stock unit awards (RSUs) which have been granted to employees. The value of an RSU award is based on the Company’s stock price on the date of grant. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company’s common stock. Activity with respect to the Company’s restricted stock units during the three months ended December 31, 2021 was as follows: Weighted Weighted average average Number grant date remaining Aggregate of fair value contractual Intrinsic (in thousands, except per share data) Shares per share term (years) Value Outstanding at September 30, 2021 707 $ 73.86 2.7 $ 75,629 Restricted stock units granted 995 82.50 — — Restricted stock units vested (62) 64.90 — — Restricted stock units forfeited (35) 60.95 — — Outstanding at December 31, 2021 1,605 $ 79.85 3.05 $ 124,238 Expected to vest at December 31, 2021 1,605 $ 79.85 3.05 $ 124,238 As of December 31, 2021, there was $119 million of total unrecognized compensation cost related to these issuances that is expected to be recognized over a weighted average period of 3 years. 2018 Employee Stock Purchase Plan On September 26, 2018, the board of directors adopted the 2018 Employee Stock Purchase Plan (the 2018 ESPP). The number of shares reserved for issuance under the 2018 ESPP upon approval was 275,225 shares of the Company’s common stock, and it increases automatically on the first day of each fiscal year, following the fiscal year in which the 2018 ESPP becomes effective, by a number equal to the least of 249,470 shares, 1% of the shares of common stock outstanding at that time, or such number of shares determined by the Company’s board of directors. The number of shares reserved for issuance as at December 31, 2021 is as follows: Shares (In thousands) available Outstanding at September 30, 2021 355 Additional shares authorized 250 Shares issued during the period — Outstanding at December 31, 2021 605 Subject to any plan limitations, the 2018 ESPP allows eligible service providers (through qualified and non-qualified offerings) to contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of the Company’s common stock at a discounted price per share. The offering periods begin in February and August of each year, except for the initial offering period which commenced with the initial public offering in October 2018 and ended on August 20, 2019. The common shares issuable under the 2018 ESPP were registered pursuant to a registration statement on Form S-8 on November 26, 2018. Unless otherwise determined by the board of directors, the Company’s common stock will be purchased for the accounts of employees participating in the 2018 ESPP at a price per share that is the lesser of 85% of the fair market value of the Company’s common stock on the first trading day of the offering period. During the three months ended December 31, 2021 and 2020, activity under the 2018 ESPP was immaterial. Abveris Acquisition As discussed further in Note 14 “Business acquisition”, on December 1, 2021, the Company completed the acquisition of Abveris and granted certain equity awards to new employees. These equity awards include up to 185,342 restricted shares of the Company’s common stock subject and up to 47,946 options which are issuable based on achievement of the 2022 calendar revenue target, which have an aggregate grant date fair value of $20.1 million. In addition, all employees must remain employed through the payout date, and certain employees have an additional vesting period of up to two years from the acquisition date. The vesting upon achievement of the 2022 calendar revenue target is considered a performance condition, and the effects of that performance condition are not reflected in the grant date fair value of the awards. The Company used the stock price as of December 1, 2021 for the fair value of restricted shares, and the Black-Scholes method to calculate the fair value of options as of December 1, 2021 without regard to the vesting condition and will recognize compensation cost for the awards that are expected to vest. As of December 31, 2021, the Company determined that 185,342 shares and 47,946 options are expected to vest based on the probability of the performance condition that will be achieved under this equity award program. The Company reassesses the probability of the performance condition at each reporting period and adjusts the compensation cost based on the probability assessment. The Company recorded approximately $1.1 million in stock-based compensation expense for the three months ended December 31, 2021 related to these awards. The grant date fair value was determined to be $87.06 per share for restricted shares and the weighted-average grant date fair value of options was $84.24 per option. As of December 31, 2021, the unrecognized compensation costs related to these awards were $19.1 million. The Company expects to recognize those costs over a weighted average period of 1.4 years. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 3 Months Ended |
Dec. 31, 2021 | |
Net loss per share attributable to common stockholders | |
Net loss per share attributable to common stockholders | 12. Net loss per share attributable to common stockholders The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders: Three months ended December 31, (in thousands, except per share data) 2021 2020 Numerator: Net loss attributable to common stockholders $ (45,563) $ (32,900) Denominator: Weighted average shares used in computing net loss per share, basic and diluted 49,912 46,000 Net loss per share attributable to common stockholders, basic and diluted $ (0.91) $ (0.72) The potentially dilutive common shares that were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive for the periods presented are as follows: Three months ended December 31, (in thousands) 2021 2020 Shares subject to options to purchase common stock 2,939 3,569 Shares subject to performance-based stock options — 37 Unvested restricted shares of common stock — — Unvested restricted stock units 1,605 793 Unvested shares of common stock issued upon early exercise of stock options 1 13 Shares subject to employee stock purchase plan 38 31 Total 4,583 4,443 |
Geographic, product and industr
Geographic, product and industry information | 3 Months Ended |
Dec. 31, 2021 | |
Geographic, product and industry information | |
Geographic, product and industry information | 13. Geographic, product and industry information The table below sets forth revenues by geographic region, based on ship-to destinations. Americas consists of the United States of America, Canada, Mexico and South America; EMEA consists of Europe, the Middle East, and Africa; and APAC consists of Japan, China, South Korea, India, Singapore, Malaysia, and Australia. Three months ended December 31, (in thousands) 2021 2020 Americas $ 22,611 $ 17,336 EMEA 15,365 9,058 APAC 4,042 1,767 Total $ 42,018 $ 28,161 The table below sets forth revenues by products. Three months ended December 31, (in thousands) 2021 2020 Synthetic genes $ 13,525 $ 8,874 Oligo pools 3,188 1,510 DNA libraries 1,261 1,101 Antibody discovery 4,813 1,104 NGS tools 19,231 15,572 Total $ 42,018 $ 28,161 The table below sets forth revenues by industry. Three months ended December 31, (in thousands) 2021 2020 Industrial chemicals/materials $ 12,526 $ 7,132 Academic research 7,887 4,901 Healthcare 21,053 15,976 Food/agricultural 552 152 Total $ 42,018 $ 28,161 |
Business acquisition
Business acquisition | 3 Months Ended |
Dec. 31, 2021 | |
Business acquisition | |
Business acquisition | 14. Business acquisition On December 1, 2021, the Company acquired all of the outstanding stock of AbX Biologics, Inc. (“Abveris”), a privately-held company providing in vivo antibody discovery services. Abveris offers animal-based antibody discovery services using its proprietary DiversimAb and DivergimAb mouse models, which the Company can humanize using its antibody optimization solution. In addition, Abveris provides antibody screening for its customers. The acquisition date fair value of the consideration transferred for Abveris was $102.6 million, consisting of cash totaling $9.5 million, 759,601 shares of the Company’s common stock valued at $66.1 million based on the Company’s closing stock price on December 1, 2021, employee stock awards issued to certain Abveris employees valued at $6.4 million, contingent consideration of $8.5 million, holdbacks of $12.8 million, and an estimated net working capital adjustment of $(0.7) million. The contingent consideration is subject to the attainment of the calendar year 2022 revenue target. The contingent consideration becomes payable after December 31, 2022 and will be settled in a combination of cash and up to 334,939 shares of the Company’s common stock. The acquisition date fair value of the contingent consideration was based on forecasted revenue of Abveris relative to the 2022 revenue target as well as the Company’s stock price as of December 1, 2021. The Company maintains an indemnity and adjustment holdback for the purposes of providing security against any adjustment to the amounts at closing. The indemnity holdback period extends for 18 months from the anniversary of the closing date. The indemnity holdback will be settled by transferring up to 128,351 shares of the Company’s stock, 15,304 options of the Company’s common stock and an immaterial amount of cash. The fair value of the indemnity holdback was $12.5 million as of the acquisition date. The adjustment holdback will be settled by transferring up to 3,416 shares of the Company’s stock, 408 options of the Company’s common stock and an immaterial amount of cash. The holdback liability was $0.3 million as of the acquisition date. Additionally, a working capital adjustment of $0.7 million decreased the total purchase price. The purchase price continues to be subject to adjustment for working capital adjustments as allowed under terms of the agreement. Post combination compensation expense excluded from the purchase price includes employee stock awards issued to certain Abveris employees valued at $41.0 million. This includes awards valued at $17.7 million which vest over a two year service period following the acquisition date and awards valued at $3.2 million with no future vesting requirements, which were deemed accelerated by the Company at the acquisition date and expensed within the three months ended December 31, 2021. Finally, post-combination expense includes awards valued at approximately $20.1 million which vest based on achievement of the calendar year 2022 revenue target and continuing employment through the payout date, and for certain employees, additional continuing employment through the two year anniversary of the acquisition date. This acquisition was accounted for using the acquisition method of accounting in accordance with the business combination guidance in ASC 805. Under the acquisition accounting method, the total estimated purchase price was allocated to the identifiable assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed has been recorded as goodwill. Management’s estimate of the fair values of the acquired intangible assets at December 1, 2021 is preliminary and subject to change and is based on established and accepted valuation techniques performed with the assistance of third-party valuation specialists. Additional information, which existed as of the acquisition date but is yet unknown to the Company, may become known to the Company during the remainder of the measurement period, which will not exceed twelve months from the acquisition date. Changes to amounts will be recorded as adjustments to the provisional amounts recognized as of the acquisition date and may result in a corresponding adjustment to goodwill in the period in which new information becomes available. The goodwill that arose from the acquisition consists of synergies expected from integrating Abveris into the Company’s operations and customer base. The goodwill recognized is not expected to be deductible for income tax purposes.. The following table summarizes the preliminary fair value amounts of the assets acquired and liabilities assumed as of the acquisition date, as well as the purchase consideration: (in thousands) December 1, 2021 Assets acquired Cash and cash equivalents $ 1,306 Accounts receivable 2,309 Other current assets and prepaid expenses 1,654 Property, plant and equipment 1,078 Other non-current assets 2,970 Intangible assets 46,500 Liabilities assumed — Current liabilities 3,549 Non-current liabilities 846 Deferred tax liability 10,545 Fair value of assets acquired and liabilities assumed $ 40,877 Goodwill 61,768 Total purchase price $ 102,645 Consideration transferred Cash $ 9,467 Company common stock 72,514 Contingent consideration 8,500 Holdback liabilities 12,838 Net working capital adjustment (674) Fair value of purchase consideration $ 102,645 The following table summarizes the preliminary estimate of the intangible assets as of the acquisition date: Estimated Weighted Average Useful Lives Estimated Fair (in thousands except for years) in Years Value Developed technology 14 $ 30,900 Customer relationships 10 14,700 Trade name 3 900 Estimated fair value of acquired intangible assets $ 46,500 The Company estimated the fair value of the developed technology intangible asset and a portion of the customer relationships intangible assets using an excess earnings model. An additional portion of the customer relationships intangible assets were valued using the with and without method. The Company estimated the fair value of the trade name intangible asset using a relief from royalty approach. These fair value measurements were based on significant inputs not observable in the market and thus represent a Level 3 measurement. Key assumptions include the level and timing of expected future revenue, conditions and demands specific to each intangible asset over its remaining useful life, and discount rates the Company believes to be consistent with the inherent risks associated with each type of asset, which was approximately 9.6%. The fair value of these intangible assets is primarily affected by the projected revenues, gross margins, operating expenses, the technology obsolescence curve, and the anticipated timing of the projected income associated with each intangible asset coupled with the discount rates used to derive their estimated present values. The Company believes the level and timing of expected future cash flows appropriately reflects market participant assumptions. The Company included the financial results of Abveris in its condensed consolidated financial statements from the date of acquisition, which were not material. The Company incurred transaction costs related to the acquisition of $1.2 million, which were recorded as an operating expense on the condensed consolidated statements of operations and comprehensive loss for the three months ended December 31, 2021. The following table provided a reconciliation of contingent consideration and indemnity holdback balances from acquisition date to the December 31, 2021: Contingent Indemnity (in thousands) consideration holdback Total Balance at December 1, 2021 – acquisition date $ 8,500 $ 12,838 $ 21,338 Change in fair value during the period (700) (1,352) (2,052) Balance at December 31, 2021 $ 7,800 $ 11,486 $ 19,286 The estimated fair value of the contingent consideration liability decreased as a result of the change in the Company’s stock price as of December 31, 2021, and the probability of the attainment of the calendar year 2022 revenue target as calculated using the Monte Carlo simulation model. The estimated fair value of the holdback liability decreased as a result of the change in the Company’s stock price as of December 31, 2021. For the three months ended December 31, 2021, the Company recognized a charge of $2.1 million relating to the change in fair value of acquisition consideration in its condensed consolidated statement of operations. The post-combination effect from net deferred tax liability assumed from the Abveris acquisition also caused a release of the Company’s deferred income tax valuation allowance. The release resulted in an income tax benefit of $10.5 million. The following unaudited pro forma financial information presents the combined results of operations for the Company and Abveris as if the Abveris acquisition had occurred on October 1, 2020. The pro forma information contains the actual operating results of the Company Abveris, adjusted to include the pro forma impact of acquisition, which is primarily additional expense as a result of the amortization of identifiable intangible assets. The unaudited pro forma financial information is prepared for comparative purposes only and does not purport to be indicative of the actual operating results that would have been recorded had the Abveris acquisition actually taken place on October 1, 2020 and should not be taken as indicative of future consolidated operating results. Additionally, the unaudited pro forma financial results do not include any anticipated synergies or other expected benefits from the Abveris acquisition. Three months ended December 31, (in thousands) 2021 2020 Revenues $ 44,464 $ 30,903 Net loss attributable to common stockholders (44,496) (31,480) |
Investment in variable interest
Investment in variable interest entity | 12 Months Ended |
Dec. 31, 2021 | |
Investment in variable interest entity | |
Investment in variable interest entity | 15. Investment in variable interest entity On November 1, 2021, the Company contributed certain assets and licensed certain intellectual property rights to the newly formed Revelar Biotherapeutics, Inc. (“Revelar”), an independently operated, new biotechnology company to develop and commercialize an antibody, discovered and optimized by Twist Biopharma, a division of the Company, that neutralizes all known variants of concern of the SARS-CoV-2 virus in preclinical studies. The Company granted a license to Revelar for the exclusive development of an antibody lead along with a series of back up compounds for the potential treatment of SARS-CoV-2. The Company is eligible to receive success-based milestone payments totaling over $100.0 million for the achievement of key development, regulatory and commercial milestones, as well as mid-single digit royalties on any future net sales. The Company’s receipt of such payments, if any, will depend on Revelar’s ability to successfully develop and commercialize compounds, obtain and maintain necessary regulatory approvals, complete clinical site initiation and finalize clinical trial agreements, none of which can be assured. In addition, Revelar may license up to five additional antibody therapeutics over the next four years , each of which will be subject to additional upfront, milestone and royalty payments to the Company. The Company committed to invest up to $10.0 million in seed funding based on Revelar’s progress in the development of the lead antibody and the potential licensing of additional antibody therapeutics, of which the Company has invested $5.0 million in a simple agreement for future equity (“SAFE”) as of the date of these consolidated financial statements. In exchange for the assignment of certain contractual rights and the license to the antibody, and its back-up compounds, the Company received stock of Revelar amounting to an ownership percentage as of the date of these financial statements of 49.80%, excluding shares and options reserved for future stock awards and further excluding shares that Revelar may issue to the Company upon conversion of its SAFEs. The Company determined that Revelar is a VIE as the entity lacks sufficient equity to finance its activities without additional support. Additionally, the Company determined that it has (a) the power to direct the activities that significantly impact Revelar’s economic performance and (b) the obligation to absorb losses of and the right to receive benefits from Revelar that are potentially significant to Revelar. As a result, the Company is deemed to be the primary beneficiary of Revelar and is required to consolidate Revelar in accordance with ASC 810. Revelar incurred a net loss of approximately $3.1 million for the period ended December 31, 2021, and the decrease in net assets was fully absorbed by Twist. Total assets included on the consolidated balance sheet for Revelar as of December 31, 2021 were $3.5 million, primarily consisting of cash and cash equivalents. Total liabilities included on the consolidated balance sheet for Revelar as of December 31, 2021 were $1.7 million, primarily consisting of accrued expenses. |
Subsequent events
Subsequent events | 3 Months Ended |
Dec. 31, 2021 | |
Subsequent events | |
Subsequent events | 16. Subsequent events Issuance of contingent consideration for iGenomX acquisition During December 2021, the Company determined that the transition milestones specified in the iGenomX acquisition agreement were completed, and the Company became obligated to issue 59,190 shares of its common stock to satisfy the contingent consideration. The shares of common stock were subsequently issued by the Company during January 2022 along with an immaterial cash payment for fractional shares. The contingent consideration expense was accrued at fair market value as of December 31, 2021. Revelar SAFE On February 3, 2022, the Company purchased an additional SAFE issued by Revelar for $2.5 million pursuant to the Asset License and Contract Assignment Agreement between the parties. In exchange for the SAFE, the Company obtained the right to receive shares of Revelar issued in a future preferred stock financing. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies | |
Basis of presentation and use of estimates | Basis of presentation and use of estimates The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2021 (the Annual Report on Form 10-K) filed with the Securities and Exchange Commission on November 23, 2021. The condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet at September 30, 2021 is derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The operating results for the three months ended December 31, 2021 are not necessarily indicative of the results expected for the full year ending September 30, 2022 or any interim period. The presentation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s unaudited condensed consolidated financial statements include its wholly owned subsidiaries. The Company consolidates Revelar Biotherapeutics, Inc. (“Revelar”) as a variable interest entity (“VIE”) for which it is the primary beneficiary (see Note 15 “Investment in consolidated variable interest entity” for further information). All intercompany balances and accounts are eliminated in consolidation. The following table provides a reconciliation of the Company’s cash and cash equivalents and non-current portion of restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash shown in the Company’s condensed consolidated statements of cash flows: December 31, September 30, (in thousands) 2021 2021 Cash and cash equivalents $ 191,624 $ 465,829 Restricted cash, non-current 1,572 1,530 Total cash, cash equivalents and restricted cash $ 193,196 $ 467,359 |
Significant accounting policies | Variable interest entities The Company consolidates a VIE in which the Company is deemed to be the primary beneficiary. An entity is generally a VIE if it meets any of the following criteria: (i) the entity has insufficient equity to finance its activities without additional subordinated financial support from other parties, (ii) the equity investors cannot make significant decisions about the entity’s operations or (iii) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity or receive the expected returns of the entity and substantially all of the entity’s activities involve or are conducted on behalf of the investor with disproportionately few voting rights. The Company periodically makes judgments in determining whether its investees are VIEs and, for each reporting period, the Company assesses whether it is the primary beneficiary of its VIE. As of December 31, 2021, the Company was deemed the primary beneficiary of Revelar . See Note 15 “Investment in consolidated variable interest entity”. |
Recent accounting pronouncements | Recent accounting pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considered the applicability and impact of all recent ASUs. ASUs not listed below were assessed and determined to be not applicable to the Company’s consolidated financial position and results of operations. Recent accounting pronouncements adopted In December 2019, the FASB issued ASU 2019 12, Recently issued accounting pronouncement not yet adopted In November 2021, the FASB issued ASU 2021 10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The amendments in this update require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model. The amendments in this update are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. Early application is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In October 2021 the FASB issued ASU 2021 08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts as if it had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016 13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires entities to use the new “expected credit loss” impairment model for most financial assets measured at amortized cost, including trade and other receivables and held-to-maturity debt securities, and modifies the impairment model for available-for-sale debt securities. The standard is effective for the Company for the fiscal year ending September 30, 2024, including interim periods within that fiscal year. Early application is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies | |
Summary of Cash, Cash Equivalents and Restricted Cash | December 31, September 30, (in thousands) 2021 2021 Cash and cash equivalents $ 191,624 $ 465,829 Restricted cash, non-current 1,572 1,530 Total cash, cash equivalents and restricted cash $ 193,196 $ 467,359 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Fair value measurement | |
Summary of Company's Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of December 31, 2021, financial assets and liabilities measured and recognized at fair value are as follows: (in thousands) Level 1 Level 2 Level 3 Fair value Assets Money market funds $ 143,015 $ — $ — $ 143,015 Corporate bonds — 43,218 — 43,218 Commercial paper — 60,406 — 60,406 U.S. government treasury bills 113,454 — — 113,454 Total financial assets $ 256,469 $ 103,624 $ — $ 360,093 Liabilities Contingent consideration and indemnity holdback $ — $ 20,568 $ 7,800 $ 28,368 Total financial liabilities $ — $ 20,568 $ 7,800 $ 28,368 As of September 30, 2021, financial assets and liabilities measured and recognized at fair value are as follows: (in thousands) Level 1 Level 2 Level 3 Fair value Assets Money market funds $ 430,438 $ — $ — $ 430,438 U.S. government treasury bills 12,034 — — 12,034 Total financial assets $ 442,472 $ — $ — $ 442,472 Liabilities Contingent consideration and indemnity holdback $ — $ 9,856 $ — $ 9,856 Total financial liabilities $ — $ 9,856 $ — $ 9,856 |
Summary of Reconciliation of Beginning and Ending Balances of the Level 3 Instruments | (in thousands) Total Balance as of September 30, 2021 $ — Contingent consideration – additions 8,500 Change in fair value (700) Balance as of December 31, 2021 $ 7,800 |
Balance sheet components (Table
Balance sheet components (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Balance sheet components | |
Schedule Of Accounts Notes Loans And Financing Receivable | The Company’s accounts receivable, net balance consists of the following: December 31, September 30, (in thousands) 2021 2021 Trade Receivables $ 27,375 $ 26,549 Other Receivables 5,834 2,337 Allowance for Doubtful Accounts (337) (337) Accounts Receivable, net $ 32,872 $ 28,549 |
Summary of inventories | Inventories consist of the following: December 31, September 30, (in thousands) 2021 2021 Raw Materials $ 30,336 $ 18,778 Work-in-process 3,143 4,837 Finished Goods 6,760 8,185 $ 40,239 $ 31,800 |
Schedule of other non-current assets | The other non-current assets consist of the following: December 31, September 30, (in thousands) 2021 2021 Convertible note receivable $ 3,051 $ 3,021 Other non-current assets 4,374 4,653 $ 7,425 $ 7,674 |
Schedule of accrued expenses | The accrued expenses consist of the following: December 31, September 30, (in thousands) 2021 2021 Professional services fees payable $ 8,796 $ 5,057 Other accrued expenses 2,890 1,380 $ 11,686 $ 6,437 |
Schedule of accrued compensation | The accrued compensation consists of the following: December 31, September 30, (in thousands) 2021 2021 Accrued vacation $ 5,227 $ 4,643 Accrued bonus 2,858 8,584 Accrued commissions 2,520 3,330 Accrued payroll and related taxes 5,603 4,676 Other accrued compensation 2,527 1,094 $ 18,735 $ 22,327 |
Schedule of other current liabilities | The other current liabilities consist of the following: December 31, September 30, (in thousands) 2021 2021 Contingent consideration and indemnity holdback $ 9,082 $ 5,186 Income and sales taxes payable 3,165 2,440 Other current liabilities 1,609 1,997 $ 13,856 $ 9,623 |
Schedule of other non current liabilities | The other non current liabilities consist of the following: December 31, September 30, (in thousands) 2021 2021 Contingent consideration and indemnity holdback $ 19,286 $ 4,671 Other non current liabilities 384 397 $ 19,670 $ 5,068 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Goodwill and intangible assets | |
Summary of Intangible Assets Balances | The intangible assets balances are presented below: December 31, 2021 Weighted average Gross Amortization period carrying Accumulated Net book (in thousands, except for years) in years amount amortization value Developed Technology 15 $ 50,020 $ (1,880) $ 48,140 Customer Relationships 10 15,210 (304) 14,906 Tradenames & Trademarks 3 900 (25) 875 Total indefinite-lived intangible assets $ 66,130 $ (2,209) $ 63,921 September 30, 2021 Weighted average Gross Amortization period carrying Accumulated Net book (in thousands, except for years) in years amount amortization value Developed Technology 16 $ 19,120 $ (1,361) $ 17,759 Customer Relationships 1.5 510 (7) 503 Total indefinite-lived intangible assets $ 19,630 $ (1,368) $ 18,262 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Commitments and contingencies | |
Schedule of Supplemental Balance Sheet Information Relating to Companies Operating Lease | Supplemental balance sheet information related to the Company’s operating lease as of December 31, 2021 was the following: December 31, (in thousands) 2021 Assets: Operating lease right-of-use asset $ 72,020 Current liabilities: Current portion of operating lease liabilities $ 12,684 Noncurrent liabilities: Operating lease liabilities, net of current portion $ 60,285 |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under all non-cancelable operating leases that have commenced as of December 31, 2021 are as follows: Operating (in thousands) leases Years ending September 30: Remainder of 2022 $ 9,474 2023 13,203 2024 12,275 2025 12,487 2026 11,012 Thereafter 88,764 Total minimum lease payments $ 147,215 Less: imputed interest (56,618) Less: tenant improvement allowance (receipt anticipated in 2022) (17,628) Total operating lease liabilities $ 72,969 Less: current portion (12,684) Operating lease liabilities, net of current portion $ 60,285 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Stock-based compensation | |
Schedule of activity under the equity incentive plans | Activity under the equity incentive plans during the three months ended December 31, 2021 is summarized below: Weighted Weighted average average remaining exercise contractual Aggregate Shares Options price term intrinsic (In thousands, except per share data) available outstanding per share (years) value Outstanding at September 30, 2021 1,728 3,132 $ 27.15 7.3 $ 251,343 Additional shares authorized 1,000 Stock options granted (168) 168 15.95 — — Stock options exercised — (293) 10.62 — — Stock options forfeited 67 (67) 28.65 — — Restricted stock units granted (995) — — — — Forfeiture of restricted stock units 35 — — — — Shares withheld for payment of taxes 24 — — — — Outstanding at December 31, 2021 1,691 2,940 $ 27.78 7.2 $ 148,550 Vested or expected to vest at December 31, 2021 — 2,940 $ 27.78 7.2 $ 148,550 Vested and exercisable at December 31, 2021 — 1,636 $ 19.04 6.6 $ 95,627 |
Schedule of nonvested restricted stock units activity | Activity with respect to the Company’s restricted stock units during the three months ended December 31, 2021 was as follows: Weighted Weighted average average Number grant date remaining Aggregate of fair value contractual Intrinsic (in thousands, except per share data) Shares per share term (years) Value Outstanding at September 30, 2021 707 $ 73.86 2.7 $ 75,629 Restricted stock units granted 995 82.50 — — Restricted stock units vested (62) 64.90 — — Restricted stock units forfeited (35) 60.95 — — Outstanding at December 31, 2021 1,605 $ 79.85 3.05 $ 124,238 Expected to vest at December 31, 2021 1,605 $ 79.85 3.05 $ 124,238 |
Schedule of stock-based compensation expenses | Total stock-based compensation expense recognized was as follows: Three months ended December 31, (in thousands) 2021 2020 Cost of revenues $ 878 $ 487 Research and development 4,027 2,001 Selling, general and administrative 13,163 4,534 Total stock-based compensation $ 18,068 $ 7,022 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Shares (In thousands) available Outstanding at September 30, 2021 355 Additional shares authorized 250 Shares issued during the period — Outstanding at December 31, 2021 605 |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Net loss per share attributable to common stockholders | |
Computation of the Company's Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders: Three months ended December 31, (in thousands, except per share data) 2021 2020 Numerator: Net loss attributable to common stockholders $ (45,563) $ (32,900) Denominator: Weighted average shares used in computing net loss per share, basic and diluted 49,912 46,000 Net loss per share attributable to common stockholders, basic and diluted $ (0.91) $ (0.72) |
Summary of Calculation of Diluted Net Loss Per Share | The potentially dilutive common shares that were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive for the periods presented are as follows: Three months ended December 31, (in thousands) 2021 2020 Shares subject to options to purchase common stock 2,939 3,569 Shares subject to performance-based stock options — 37 Unvested restricted shares of common stock — — Unvested restricted stock units 1,605 793 Unvested shares of common stock issued upon early exercise of stock options 1 13 Shares subject to employee stock purchase plan 38 31 Total 4,583 4,443 |
Geographic, product and indus_2
Geographic, product and industry information (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Geographic, product and industry information | |
Summary of Revenue by Geographic Region | The table below sets forth revenues by geographic region, based on ship-to destinations. Americas consists of the United States of America, Canada, Mexico and South America; EMEA consists of Europe, the Middle East, and Africa; and APAC consists of Japan, China, South Korea, India, Singapore, Malaysia, and Australia. Three months ended December 31, (in thousands) 2021 2020 Americas $ 22,611 $ 17,336 EMEA 15,365 9,058 APAC 4,042 1,767 Total $ 42,018 $ 28,161 |
Summary of Revenue by Product | The table below sets forth revenues by products. Three months ended December 31, (in thousands) 2021 2020 Synthetic genes $ 13,525 $ 8,874 Oligo pools 3,188 1,510 DNA libraries 1,261 1,101 Antibody discovery 4,813 1,104 NGS tools 19,231 15,572 Total $ 42,018 $ 28,161 |
Summary of Revenue by Industry | The table below sets forth revenues by industry. Three months ended December 31, (in thousands) 2021 2020 Industrial chemicals/materials $ 12,526 $ 7,132 Academic research 7,887 4,901 Healthcare 21,053 15,976 Food/agricultural 552 152 Total $ 42,018 $ 28,161 |
Business acquisition (Tables)
Business acquisition (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Business acquisition | |
Schedule of preliminary fair value amounts of the assets acquired and liabilities assumed | The following table summarizes the preliminary fair value amounts of the assets acquired and liabilities assumed as of the acquisition date, as well as the purchase consideration: (in thousands) December 1, 2021 Assets acquired Cash and cash equivalents $ 1,306 Accounts receivable 2,309 Other current assets and prepaid expenses 1,654 Property, plant and equipment 1,078 Other non-current assets 2,970 Intangible assets 46,500 Liabilities assumed — Current liabilities 3,549 Non-current liabilities 846 Deferred tax liability 10,545 Fair value of assets acquired and liabilities assumed $ 40,877 Goodwill 61,768 Total purchase price $ 102,645 Consideration transferred Cash $ 9,467 Company common stock 72,514 Contingent consideration 8,500 Holdback liabilities 12,838 Net working capital adjustment (674) Fair value of purchase consideration $ 102,645 |
Schedule of preliminary estimate of the intangible assets | The following table summarizes the preliminary estimate of the intangible assets as of the acquisition date: Estimated Weighted Average Useful Lives Estimated Fair (in thousands except for years) in Years Value Developed technology 14 $ 30,900 Customer relationships 10 14,700 Trade name 3 900 Estimated fair value of acquired intangible assets $ 46,500 |
Schedule of reconciliation of contingent consideration and indemnity holdback | Contingent Indemnity (in thousands) consideration holdback Total Balance at December 1, 2021 – acquisition date $ 8,500 $ 12,838 $ 21,338 Change in fair value during the period (700) (1,352) (2,052) Balance at December 31, 2021 $ 7,800 $ 11,486 $ 19,286 |
Schedule of pro forma financial results | Three months ended December 31, (in thousands) 2021 2020 Revenues $ 44,464 $ 30,903 Net loss attributable to common stockholders (44,496) (31,480) |
The company - (Detail)
The company - (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | |
Accumulated deficit | $ (656,116) | $ (610,553) | |
Subsequent Public Offering [Member] | |||
Proceeds from the issuance of equity securities | $ 323,900 | 1,063,900 | |
Proceeds from issuance of debt | $ 13,800 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 191,624 | $ 465,829 | ||
Restricted cash, non-current | 1,572 | 1,530 | ||
Total cash, cash equivalents and restricted cash | $ 193,196 | $ 467,359 | $ 350,319 | $ 94,246 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Company's Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Assets | ||
Total financial assets | $ 360,093 | $ 442,472 |
Liabilities | ||
Total financial liabilities | 28,368 | 9,856 |
Commercial Paper [Member] | ||
Assets | ||
Total financial assets | 60,406 | |
US Government Treasury Bills [Member] | ||
Assets | ||
Total financial assets | 113,454 | 12,034 |
Contingent consideration and indemnity holdback | ||
Liabilities | ||
Total financial liabilities | 28,368 | 9,856 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Total financial assets | 256,469 | 442,472 |
Fair Value, Inputs, Level 1 [Member] | US Government Treasury Bills [Member] | ||
Assets | ||
Total financial assets | 113,454 | 12,034 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Total financial assets | 103,624 | |
Liabilities | ||
Total financial liabilities | 20,568 | 9,856 |
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||
Assets | ||
Total financial assets | 60,406 | |
Fair Value, Inputs, Level 2 [Member] | Contingent consideration and indemnity holdback | ||
Liabilities | ||
Total financial liabilities | 20,568 | 9,856 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Total financial liabilities | 7,800 | |
Fair Value, Inputs, Level 3 [Member] | Contingent consideration and indemnity holdback | ||
Liabilities | ||
Total financial liabilities | 7,800 | |
Money Market Funds [Member] | ||
Assets | ||
Total financial assets | 143,015 | 430,438 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Total financial assets | 143,015 | $ 430,438 |
Corporate bonds | ||
Assets | ||
Total financial assets | 43,218 | |
Corporate bonds | Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Total financial assets | $ 43,218 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Reconciliation of Beginning and Ending Balances of the Level 3 Instruments (Detail) $ in Thousands | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Fair value measurement | |
Contingent consideration - additions | $ 8,500 |
Change in fair value | (700) |
Fair value, ending balance | $ 7,800 |
Balance sheet components - Rece
Balance sheet components - Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Balance sheet components | ||
Trade Receivables | $ 27,375 | $ 26,549 |
Other Receivables | 5,834 | 2,337 |
Allowance for Doubtful Accounts | (337) | (337) |
Accounts Receivable, net | $ 32,872 | $ 28,549 |
Balance sheet components - Inve
Balance sheet components - Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Balance sheet components | ||
Raw Materials | $ 30,336 | $ 18,778 |
Work-in-process | 3,143 | 4,837 |
Finished Goods | 6,760 | 8,185 |
Total inventories | 40,239 | 31,800 |
Work-in-process inventory included gross consigned | $ 1,400 | $ 1,900 |
Balance sheet components - Othe
Balance sheet components - Other non-current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2021 |
Convertible note receivable | $ 3,021 | $ 3,051 |
Other non-current assets | 4,653 | 4,374 |
Other non-current assets | 7,674 | $ 7,425 |
Convertible note receivable | ||
Maximum loan offered to borrower | $ 3,000 | |
Interest rate on promissory note | 4.00% |
Balance sheet components - Accr
Balance sheet components - Accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Balance sheet components | ||
Professional services fees payable | $ 8,796 | $ 5,057 |
Other accrued expenses | 2,890 | 1,380 |
Accrued expenses | $ 11,686 | $ 6,437 |
Balance sheet components - Ac_2
Balance sheet components - Accrued compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Balance sheet components | ||
Accrued vacation | $ 5,227 | $ 4,643 |
Accrued bonus | 2,858 | 8,584 |
Accrued commissions | 2,520 | 3,330 |
Accrued payroll and related taxes | 5,603 | 4,676 |
Other accrued compensation | 2,527 | 1,094 |
Accrued compensation | $ 18,735 | $ 22,327 |
Balance sheet components - Ot_2
Balance sheet components - Other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Other current liabilities | $ 13,856 | $ 9,623 |
Other current liabilities | ||
Contingent consideration and indemnity holdback | 9,082 | 5,186 |
Income and sales taxes payable | 3,165 | 2,440 |
Other current liabilities | 1,609 | 1,997 |
Other current liabilities | $ 13,856 | $ 9,623 |
Balance sheet components - Ot_3
Balance sheet components - Other non current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Balance sheet components | ||
Contingent consideration and indemnity holdback | $ 19,286 | $ 4,671 |
Other non current liabilities | 384 | 397 |
Other Liabilities, Noncurrent, Total | $ 19,670 | $ 5,068 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
iGenomX | ||
Goodwill And Intangible Assets [Line Items] | ||
Increase in goodwill | $ 61.8 | |
Increaes in intangible assets | 46.5 | |
Maximum | ||
Goodwill And Intangible Assets [Line Items] | ||
Total amortization expense related to intangible assets | $ 0.8 | $ 0.1 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets Balances (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 66,130 | $ 19,630 |
Accumulated amortization | (2,209) | (1,368) |
Net book value | $ 63,921 | $ 18,262 |
Developed Technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Weighted Average Useful Lives in Years | 15 years | 16 years |
Gross carrying amount | $ 50,020 | $ 19,120 |
Accumulated amortization | (1,880) | (1,361) |
Net book value | $ 48,140 | $ 17,759 |
Tradenames & Trademarks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Weighted Average Useful Lives in Years | 3 years | |
Gross carrying amount | $ 900 | |
Accumulated amortization | (25) | |
Net book value | $ 875 | |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Weighted Average Useful Lives in Years | 10 years | 1 year 6 months |
Gross carrying amount | $ 15,210 | $ 510 |
Accumulated amortization | (304) | (7) |
Net book value | $ 14,906 | $ 503 |
Commitments and contingencies -
Commitments and contingencies - Operating Leases On Balance Sheet (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2021 | |
Commitments and contingencies | ||
Lessor, Operating Lease, Existence of Option to Extend [true false] | true | |
Lessor, Operating Lease, Existence of Option to Terminate [true false] | true | |
Assets: | ||
Operating lease right-of-use assets | $ 72,020 | $ 61,580 |
Current liabilities: | ||
Current portion of operating lease liability | 12,684 | 8,213 |
Noncurrent liabilities: | ||
Operating lease liability, net of current portion | $ 60,285 | $ 53,156 |
Commitments and contingencies_2
Commitments and contingencies - Minimum Rental Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Commitments and contingencies | ||
Remainder of 2022 | $ 9,474 | |
2023 | 13,203 | |
2024 | 12,275 | |
2025 | 12,487 | |
2026 | 11,012 | |
Thereafter | 88,764 | |
Total minimum lease payments | 147,215 | |
Less: imputed interest | (56,618) | |
Less: tenant improvement allowance (receipt anticipated in 2022) | (17,628) | |
Total operating lease liabilities | 72,969 | |
Less: current portion | (12,684) | $ (8,213) |
Operating lease liability, net of current portion | $ 60,285 | $ 53,156 |
Commitments and contingencies_3
Commitments and contingencies - Lease Contracts (Detail) $ in Thousands | Jul. 28, 2021USD ($)ft² | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Operating lease expense | $ 3,500 | $ 1,900 | |
Operating lease payment | $ 2,900 | 1,700 | |
Lease weighted-average remaining lease term | 15 years 11 months 19 days | ||
Lease weighted average discount rate | 6.39% | ||
Operating lease area | ft² | 21,000 | ||
Anticipated receipt of the tenant incentive | $ 17,628 | ||
Change in right-of-use asset | 10,400 | 1,400 | |
Change in operating lease liabilities. | 11,600 | 1,100 | |
Non-cancelable operating lease payments in 2022 | 9,474 | ||
Future minimum payments | $ 147,215 | ||
South San Francisco, California [Member] | |||
Operating lease term | 7 years | ||
Operating lease security deposit with the lessor | $ 200 | ||
Initial annual base rent | $ 1,700 | ||
Operating lease base rent annual percentage increase | 3.00% | ||
Future minimum payments | $ 13,100 |
Related Party Transactions - (D
Related Party Transactions - (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related party transactions | ||
Raw materials purchased from related party investor | $ 1.7 | $ 1.1 |
Income taxes (Detail)
Income taxes (Detail) $ in Thousands | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Income taxes | |
Income tax benefit, due to deferred tax liabilty as part of business acquisition | $ 10,545 |
Warrants - (Detail)
Warrants - (Detail) - $ / shares | Mar. 28, 2016 | Dec. 22, 2015 | Nov. 30, 2020 | Oct. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2020 |
Class of Warrant or Right [Line Items] | ||||||
Class of warrants or rights outstanding | 0 | 26,385 | ||||
Number of warrants exercised | 7,531 | 18,854 | ||||
Exercise price per share | $ 21.24 | $ 14.85 | ||||
Common stock issued for cashless exercise | 6,041 | 16,051 | ||||
Warrants One [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrants or rights number of warrants issued during the period | 7,531 | 18,854 |
Common stock - (Detail)
Common stock - (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Over-Allotment Option [Member] | ||
Issuance of common stock, shares | 409,090 | |
Subsequent Public Offering [Member] | ||
Issuance of common stock, shares | 3,136,362 | |
Shares issued, price per share | $ 110 | |
Proceeds of underwritten public offering common stock | $ 323.9 | $ 1,063.9 |
Stock-based compensation - Addi
Stock-based compensation - Additional information (Detail) - USD ($) $ / shares in Units, $ in Millions | Sep. 01, 2020 | Sep. 26, 2018 | Dec. 31, 2021 | Sep. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate number of common stock shares reserved for issuance | 605,000 | 355,000 | ||
Unrecognized compensation cost, stock options | $ 25.3 | |||
Unrecognized stock-based compensation expense, period for recognition | 1 year 6 months | |||
Weighted average grant date fair value of stock options granted | $ 83.07 | |||
2018 ESPP [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Minimum annual increase in share reserved for issuance | 249,470 | |||
Annual automatic Increase in share reserved for issuance (as a percent) | 1.00% | |||
Aggregate number of common stock shares reserved for issuance | 275,225 | |||
Percentage of payroll deduction to purchase common stock | 15.00% | |||
2015 ESPP [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
ESPP eligible employee common stock purchase price ratio | 85.00% | |||
Unvested restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangement equity instruments other than options non vested outstanding grant date fair value | $ 79.85 | $ 73.86 | ||
Unvested restricted stock units | 2018 ESPP [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost, stock options | $ 119 | |||
Unrecognized stock-based compensation expense, period for recognition | 3 years | |||
Phantom Share Units (PSUs) [Member] | Revised Annual Equity Award Program [Member] | Executive Officers and Senior Level Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares expected to vest | 256,665 | |||
Share based compensation by share based payment arrangement equity instruments other than options non vested outstanding grant date fair value | $ 45.18 | |||
Share based compensation by share based payment arrangement equity instruments other than options unrecognized compensation | $ 4.2 | |||
Unrecognized stock-based compensation expense, period for recognition | 9 months 18 days | |||
Phantom Share Units (PSUs) [Member] | Revised Annual Equity Award Program [Member] | Maximum | Executive Officers and Senior Level Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of PSUs that may vest based on performance | 150.00% | |||
Phantom Share Units (PSUs) [Member] | Revised Annual Equity Award Program [Member] | Minimum | Executive Officers and Senior Level Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of PSUs that may vest based on performance | 0.00% |
Stock-based compensation - Acti
Stock-based compensation - Activity Under The Equity Incentive Plans (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Shares available | ||
Shares available, Additional shares authorized | 250 | |
2018 Equity Incentive Plan [Member] | ||
Shares available | ||
Shares available, Outstanding Beginning Balance | 1,728 | |
Shares available, Additional shares authorized | 1,000 | |
Shares available, Stock options granted | (168) | |
Shares available, Stock options forfeited | 67 | |
Shares available, Restricted stock units granted | (995) | |
Shares available, Forfeiture of restricted common stock | 35 | |
Shares available, Shares withheld for payment of taxes | 24 | |
Shares available, Outstanding Ending Balance | 1,691 | 1,728 |
Options outstanding | ||
Number of options, Outstanding beginning balance | 3,132 | |
Options outstanding, Stock options granted | 168 | |
Options outstanding, Stock options exercised | (293) | |
Options outstanding, Stock options forfeited | (67) | |
Number of options, Outstanding ending balance | 2,940 | 3,132 |
Options outstanding, Vested or expected to vest | 2,940 | |
Options outstanding, Vested and exercisable | 1,636 | |
Weighted average exercise price per share | ||
Weighted average exercise price per share, Outstanding Beginning Balance | $ 27.15 | |
Weighted average exercise price per share, Stock options granted | 15.95 | |
Weighted average exercise price per share, Stock options exercised | 10.62 | |
Weighted average exercise price per share, Stock options forfeited | 28.65 | |
Weighted average exercise price per share, Outstanding Ending Balance | 27.78 | $ 27.15 |
Weighted average exercise price per share, Vested or expected to vest | 27.78 | |
Weighted average exercise price per share, Vested and exercisable | $ 19.04 | |
Weighted average remaining contractual term (years) | ||
Weighted average remaining contractual term, Outstanding | 7 years 2 months 12 days | 7 years 3 months 18 days |
Weighted average remaining contractual term, Vested or expected to vest | 7 years 2 months 12 days | |
Weighted average remaining contractual term, Vested and exercisable | 6 years 7 months 6 days | |
Aggregate intrinsic value | ||
Aggregate intrinsic value, Outstanding | $ 148,550 | $ 251,343 |
Aggregate intrinsic value, Vested or expected to vest | 148,550 | |
Aggregate intrinsic value, Vested and exercisable | $ 95,627 |
Stock-based compensation - Rese
Stock-based compensation - Reserved For Issuance (Detail) shares in Thousands | 3 Months Ended |
Dec. 31, 2021shares | |
Disclosure Of Employee Stock Purchase Plan [Line Items] | |
Outstanding at September 30, 2021 | 355 |
Additional shares authorized | 250 |
Outstanding at December 31, 2021 | 605 |
Stock-based compensation - Rest
Stock-based compensation - Restricted Stock Units Activity (Detail) - Unvested restricted stock units - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Number of Shares | ||
Number of shares, Outstanding Beginning Balance | 707 | |
Number of shares, granted | 995 | |
Number of shares, vested | (62,000) | |
Number of shares, forfeited | (35) | |
Number of shares, Outstanding Ending Balance | 1,605 | 707 |
Expected to vest, Outstanding | 1,605 | |
Weighted average grant date fair value per share | ||
Weighted average grant date fair value price per share, Outstanding Beginning Balance | $ 73.86 | |
Weighted average grant date fair value price per share, granted | 82.50 | |
Weighted average grant date fair value price per share, vested | 64.90 | |
Weighted average grant date fair value price per share, forfeited | 60.95 | |
Weighted average grant date fair value price per share, Outstanding Ending Balance | 79.85 | $ 73.86 |
Weighted average grant date fair value price per share, Expected to vest | $ 79.85 | |
Weighted average remaining contractual term (years) | ||
Weighted average remaining contractual term, Outstanding | 3 years 18 days | 2 years 8 months 12 days |
Weighted average remaining contractual term, Expected to vest | 3 years 18 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, Outstanding | $ 124,238 | $ 75,629 |
Aggregate intrinsic value, Expected to vest | $ 124,238 |
Stock-based compensation - Expe
Stock-based compensation - Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 18,068 | $ 7,022 |
Cost of Revenues [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 878 | 487 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 4,027 | 2,001 |
Selling, General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 13,163 | $ 4,534 |
Stock-based compensation - Abve
Stock-based compensation - Abveris Acquisition (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation expense | $ 18,068 | $ 7,022 | |
Weighted average grant date fair value of stock options granted | $ 83.07 | ||
Recognize cost weighted average period | 1 year 6 months | ||
Abveris | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock subject to options issued | 47,946 | ||
Awards aggregate fair value | $ 20,100 | ||
Vesting period from date of acquisition | 2 years | ||
Options outstanding, Vested or expected to vest | 47,946 | ||
Stock based compensation expense | $ 1,100 | ||
Weighted average grant date fair value of stock options granted | $ 84.24 | ||
Unrecognized compensation cost | $ 19,100 | ||
Recognize cost weighted average period | 1 year 4 months 24 days | ||
Abveris | Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards restricted shares | 185,342 | ||
Shares expected to vest | 185,342 | ||
Weighted average grant date fair value price per share, granted | $ 87.06 |
Net loss per share attributab_3
Net loss per share attributable to common stockholders - Computation (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (45,563) | $ (32,900) |
Denominator: | ||
Weighted-average shares used in computing net loss per share, basic and diluted (in shares) | 49,912 | 46,000 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.91) | $ (0.72) |
Net loss per share attributab_4
Net loss per share attributable to common stockholders -Anti-dilutive (Detail) - shares shares in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,583 | 4,443 |
Shares subject to options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,939 | 3,569 |
Shares subject to performance-based stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 37 | |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 1,605 | 793 |
Unvested shares of common stock issued upon early exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 1 | 13 |
Shares subject to employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 38 | 31 |
Geographic, product and indus_3
Geographic, product and industry information - Geographic Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 42,018 | $ 28,161 |
Americas | ||
Segment Reporting Information [Line Items] | ||
Revenue | 22,611 | 17,336 |
EMEA | ||
Segment Reporting Information [Line Items] | ||
Revenue | 15,365 | 9,058 |
APAC | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 4,042 | $ 1,767 |
Geographic, product and indus_4
Geographic, product and industry information - By Product (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 42,018 | $ 28,161 |
Synthetic genes | ||
Segment Reporting Information [Line Items] | ||
Revenue | 13,525 | 8,874 |
Oligo pools | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,188 | 1,510 |
DNA libraries | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,261 | 1,101 |
Antibody discovery | ||
Segment Reporting Information [Line Items] | ||
Revenue | 4,813 | 1,104 |
NGS tools | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 19,231 | $ 15,572 |
Geographic, product and indus_5
Geographic, product and industry information - By Industry (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 42,018 | $ 28,161 |
Industrial chemicals/materials | ||
Segment Reporting Information [Line Items] | ||
Revenue | 12,526 | 7,132 |
Academic research | ||
Segment Reporting Information [Line Items] | ||
Revenue | 7,887 | 4,901 |
Healthcare | ||
Segment Reporting Information [Line Items] | ||
Revenue | 21,053 | 15,976 |
Food/agriculture | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 552 | $ 152 |
Business acquisition (Details)
Business acquisition (Details) - Abveris - USD ($) $ in Thousands | Dec. 01, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | $ 102,645 | |
Cash consideration | $ 9,467 | |
Shares of the company's common stock | 759,601 | |
Common stock | $ 66,100 | |
Options consisderation | 6,400 | |
Contingent consideration | 8,500 | |
Indemnity holdbacks | 12,800 | |
Working capital adjustment | $ (674) | |
Indemnity holdbacks period | 18 months | |
Indemnity holdback shares | 128,351 | |
Indemnity holdback options | 15,304 | |
Indemnity holdback consideration | $ 12,500 | |
Adjustment holdback shares | 3,416 | |
Adjustment holdback options | 408 | |
Value of adjustment holdback | $ 300 | |
Post combination compensation expenses includes employee stock awards | $ 41,000 | |
Vesting period from acquisition date | 2 years | |
Awards with vesting requirements | ||
Business Acquisition [Line Items] | ||
Post combination compensation expenses includes employee stock awards | 17,700 | |
Vesting period from acquisition date | 2 years | |
Awards without vesting requirements | ||
Business Acquisition [Line Items] | ||
Post combination compensation expenses includes employee stock awards | 3,200 | |
Performance Shares | ||
Business Acquisition [Line Items] | ||
Post combination compensation expenses includes employee stock awards | $ 20,100 |
Business acquisition - Assets a
Business acquisition - Assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Dec. 01, 2021 | Dec. 31, 2021 | Sep. 30, 2021 |
Liabilities assumed | |||
Goodwill | $ 84,244 | $ 22,434 | |
Abveris | |||
Assets acquired | |||
Cash and cash equivalents | $ 1,306 | ||
Accounts receivable | 2,309 | ||
Other current assets and prepaid expenses | 1,654 | ||
Property, plant and equipment | 1,078 | ||
Other non-current assets | 2,970 | ||
Intangible assets | 46,500 | ||
Liabilities assumed | |||
Current liabilities | 3,549 | ||
Non-current liabilities | 846 | ||
Deferred tax liability | 10,545 | ||
Fair value of assets acquired and liabilities assumed | 40,877 | ||
Goodwill | 61,768 | ||
Total purchase price | 102,645 | ||
Consideration transferred | |||
Cash | 9,467 | ||
Company common stock | 72,514 | ||
Contingent consideration | 8,500 | ||
Holdback liabilities | 12,838 | ||
Net working capital adjustment | (674) | ||
Fair value of purchase consideration | $ 102,645 |
Business acquisition - Prelimin
Business acquisition - Preliminary estimate of the intangible assets (Details) - Abveris $ in Thousands | Dec. 01, 2021USD ($) | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | ||
Estimated fair value of acquired intangible assets | $ 46,500 | |
Discount rate | 9.6 | |
Transaction costs | $ 1,200 | |
Developed Technology | ||
Business Acquisition [Line Items] | ||
Estimated Weighted Average Useful Lives in Years | 14 years | |
Estimated fair value of acquired intangible assets | $ 30,900 | |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated Weighted Average Useful Lives in Years | 10 years | |
Estimated fair value of acquired intangible assets | $ 14,700 | |
Trade name | ||
Business Acquisition [Line Items] | ||
Estimated Weighted Average Useful Lives in Years | 3 years | |
Estimated fair value of acquired intangible assets | $ 900 |
Business acquisition - Change i
Business acquisition - Change in contingent consideration (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Income tax benefit | $ (10,405) | $ 46 | |
Abveris | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Balance at begining | $ 21,338 | ||
Change in fair value during the period | (2,052) | (2,100) | |
Balance at ending | 19,286 | 19,286 | |
Income tax benefit | 10,500 | ||
Contingent consideration | Abveris | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Balance at begining | 8,500 | ||
Change in fair value during the period | (700) | ||
Balance at ending | 7,800 | 7,800 | |
Indemnity holdback | Abveris | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Balance at begining | 12,838 | ||
Change in fair value during the period | (1,352) | ||
Balance at ending | $ 11,486 | $ 11,486 |
Business acquisition - Pro form
Business acquisition - Pro forma financial results (Details) - Abveris - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 44,464 | $ 30,903 |
Net loss attributable to common stockholders | $ (44,496) | $ (31,480) |
Investment in variable intere_2
Investment in variable interest entity (Details) $ in Thousands | Nov. 01, 2021USD ($)item | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) |
Variable Interest Entity [Line Items] | |||
Total assets | $ 786,167 | $ 702,097 | |
Total liabilities | 159,989 | $ 121,276 | |
Variable Interest Entity, Primary Beneficiary [Member] | Revelar | |||
Variable Interest Entity [Line Items] | |||
Eligible success based payments to be received | $ 100,000 | ||
Additional antibody therapeutics that may license | item | 5 | ||
Period of additional antibody therapeutics that maybe licensed | 4 years | ||
Investment Amount | $ 5,000 | ||
Ownership percentage | 49.80% | ||
Loss absorbed by reporting entity | 3,100 | ||
Total assets | 3,500 | ||
Total liabilities | $ 1,700 | ||
Variable Interest Entity, Primary Beneficiary [Member] | Revelar | Maximum | |||
Variable Interest Entity [Line Items] | |||
Investment Amount | $ 10,000 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ in Millions | Feb. 03, 2022 | Dec. 31, 2021 |
Subsequent events | Revelar | ||
Subsequent Event [Line Items] | ||
Additioanl SAFE issued | $ 2.5 | |
iGenomX International Genomics Corporation (iGenomX) | ||
Subsequent Event [Line Items] | ||
Contingent consideration (in Shares) | 59,190 |