Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Invitae Corp | ||
Entity Central Index Key | 1,501,134 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Trading Symbol | NVTA | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Common Stock, Shares Outstanding | 76,811,562 | ||
Entity Public Float | $ 477.8 | ||
Document Fiscal Year Focus | 43,465 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 112,158 | $ 12,053 |
Marketable securities | 13,727 | 52,607 |
Accounts receivable | 26,296 | 10,422 |
Prepaid expenses and other current assets | 13,258 | 11,599 |
Total current assets | 165,439 | 86,681 |
Property and equipment, net | 27,886 | 30,341 |
Restricted cash | 6,006 | 5,406 |
Marketable securities, non-current | 0 | 5,983 |
Intangible assets, net | 30,469 | 35,516 |
Goodwill | 50,095 | 46,575 |
Other assets | 3,064 | 576 |
Total assets | 282,959 | 211,078 |
Current liabilities: | ||
Accounts payable | 7,812 | 8,606 |
Accrued liabilities | 26,563 | 22,742 |
Capital lease obligation, current portion | 1,937 | 2,039 |
Total current liabilities | 36,312 | 33,387 |
Capital lease obligation, net of current portion | 1,375 | 3,373 |
Debt | 74,477 | 39,084 |
Other long-term liabilities | 8,956 | 13,440 |
Total liabilities | 121,120 | 89,284 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value: 20,000 shares authorized; 3,459 shares issued and outstanding as of December 31, 2018 and 2017 | 0 | 0 |
Common stock, $0.0001 par value: 400,000 shares authorized; 75,481 and 53,597 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 8 | 5 |
Accumulated other comprehensive loss | (5) | (171) |
Additional paid-in capital | 678,548 | 520,558 |
Accumulated deficit | (516,712) | (398,598) |
Total stockholders’ equity | 161,839 | 121,794 |
Total liabilities and stockholders’ equity | $ 282,959 | $ 211,078 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, issued (in shares) | 3,459,000 | 3,459,000 |
Preferred stock, outstanding (in shares) | 3,459,000 | 3,459,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, issued (in shares) | 75,481,000 | 53,597,000 |
Common stock, outstanding (in shares) | 75,481,000 | 53,597,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | |||
Total revenue | $ 147,699 | $ 68,221 | $ 25,048 |
Costs and operating expenses: | |||
Cost of revenue | 80,105 | 50,142 | 27,878 |
Research and development | 63,496 | 46,469 | 44,630 |
Selling and marketing | 74,428 | 53,417 | 28,638 |
General and administrative | 52,227 | 39,472 | 24,085 |
Total costs and operating expenses | 270,256 | 189,500 | 125,231 |
Loss from operations | (122,557) | (121,279) | (100,183) |
Other income (expense), net | (2,568) | (303) | 348 |
Interest expense | (7,030) | (3,654) | (421) |
Net loss before taxes | (132,155) | (125,236) | (100,256) |
Income tax benefit | (2,800) | (1,856) | 0 |
Net loss | $ (129,355) | $ (123,380) | $ (100,256) |
Net loss per share, basic and diluted (in dollars per share) | $ (1.94) | $ (2.65) | $ (3.02) |
Shares used in computing net loss per share, basic and diluted (in shares) | 66,747 | 46,512 | 33,176 |
Test revenue | |||
Revenue: | |||
Total revenue | $ 144,560 | $ 65,169 | $ 24,840 |
Other revenue | |||
Revenue: | |||
Total revenue | $ 3,139 | $ 3,052 | $ 208 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (129,355) | $ (123,380) | $ (100,256) |
Other comprehensive income (loss): | |||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | 166 | (171) | 15 |
Comprehensive loss | $ (129,189) | $ (123,551) | $ (100,241) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at the beginning of the period at Dec. 31, 2015 | $ 138,376 | $ 4 | $ 313,349 | $ (15) | $ (174,962) | |
Balance at the beginning of the period (in shares) at Dec. 31, 2015 | 0 | 31,935 | ||||
Increase (Decrease) in Stockholders' Deficit | ||||||
Common stock issued on exercise of stock options | 744 | 744 | ||||
Options exercised (in shares) | 244 | |||||
Common stock issued pursuant to vesting of restricted stock units | (1) | $ (1) | ||||
Common stock issued pursuant to vesting of restricted stock units (in shares) | 157 | |||||
Common stock issued pursuant to employee stock purchase plan | 2,391 | 2,391 | ||||
Common stock issued pursuant to employee stock purchase plan (in shares) | 370 | |||||
Common stock issued in connection with initial public offering, net of offering costs | 47,102 | $ 1 | 47,101 | |||
Common stock issued in connection with initial public offering, net of offering costs (in shares) | 8,433 | |||||
Vesting of common stock related to early exercise of options | 4 | 4 | ||||
Vesting of common stock related to early exercise of options (in shares) | 5 | |||||
Stock-based compensation expense | 10,699 | 10,699 | ||||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | 15 | 15 | ||||
Net loss | (100,256) | (100,256) | ||||
Balance at the end of the period at Dec. 31, 2016 | 99,074 | $ 4 | 374,288 | (275,218) | ||
Balance at the end of the period (in shares) at Dec. 31, 2016 | 0 | 41,144 | ||||
Increase (Decrease) in Stockholders' Deficit | ||||||
Options exercised (in shares) | 387 | |||||
Common stock issued pursuant to vesting of restricted stock units (in shares) | 925 | |||||
Common stock issued pursuant to employee stock purchase plan | 2,635 | 2,635 | ||||
Common stock issued pursuant to employee stock purchase plan (in shares) | 379 | |||||
Stock-based compensation expense | 18,832 | 18,832 | ||||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | (171) | (171) | ||||
Net loss | (123,380) | (123,380) | ||||
Common and convertible preferred stock issued in private placement, net of offering costs | 68,897 | $ 1 | 68,896 | |||
Common and convertible preferred stock issued in private placement, net of offering costs (in shares) | 3,459 | 5,188 | ||||
Common stock issued on exercise of stock options, net | 1,706 | 1,706 | ||||
Common stock issued pursuant to acquisition-related transaction bonus (in shares) | 4 | |||||
Common stock issued pursuant to exercises of warrants | 1,381 | 1,381 | ||||
Common stock issued pursuant to exercises of warrants (in shares) | 232 | |||||
Common stock issued pursuant to business combinations | 50,808 | 50,808 | ||||
Common stock issued pursuant to business combinations (in shares) | 5,176 | |||||
Common stock issued to settle assumed liabilities | 1,272 | 1,272 | ||||
Common stock issued to settle assumed liabilities (in shares) | 162 | |||||
Warrants issued pursuant to the 2017 Loan Agreement | 740 | 740 | ||||
Balance at the end of the period at Dec. 31, 2017 | 121,794 | $ 5 | 520,558 | (171) | (398,598) | |
Balance at the end of the period (in shares) at Dec. 31, 2017 | 3,459 | 53,597 | ||||
Increase (Decrease) in Stockholders' Deficit | ||||||
Options exercised (in shares) | 351 | |||||
Common stock issued pursuant to vesting of restricted stock units (in shares) | 1,369 | |||||
Common stock issued pursuant to employee stock purchase plan | 3,231 | 3,231 | ||||
Common stock issued pursuant to employee stock purchase plan (in shares) | 566 | |||||
Common stock issued in connection with initial public offering, net of offering costs | 112,441 | $ 3 | 112,438 | |||
Common stock issued in connection with initial public offering, net of offering costs (in shares) | 17,103 | |||||
Stock-based compensation expense | 20,850 | 20,850 | ||||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | 166 | 166 | ||||
Net loss | (129,355) | (129,355) | ||||
Common stock issued on exercise of stock options, net | 2,741 | 2,741 | ||||
Common stock issued pursuant to exercises of warrants | 6,539 | 6,539 | ||||
Common stock issued pursuant to exercises of warrants (in shares) | 1,099 | |||||
Common stock issued pursuant to business combinations | 6,455 | 6,455 | ||||
Common stock issued pursuant to business combinations (in shares) | 1,022 | |||||
Warrants issued pursuant to the 2017 Loan Agreement | 383 | 383 | ||||
Common stock issued pursuant to Securities Purchase Agreement (see Note 9) | 5,353 | 5,353 | ||||
Common stock issued pursuant to debt financing (in shares) | 374 | |||||
Balance at the end of the period at Dec. 31, 2018 | $ 161,839 | $ 8 | $ 678,548 | $ (5) | $ (516,712) | |
Balance at the end of the period (in shares) at Dec. 31, 2018 | 3,459 | 75,481 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | |||
Offering costs | $ 6,183 | $ 4,599 | $ 3,498 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (129,355,000) | $ (123,380,000) | $ (100,256,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 13,540,000 | 9,181,000 | 6,553,000 |
Stock-based compensation | 20,850,000 | 19,221,000 | 10,699,000 |
Impairment losses | 2,925,000 | 0 | 0 |
Remeasurements of liabilities associated with business combinations | 362,000 | 1,810,000 | 0 |
Benefit from income taxes | (2,862,000) | (1,856,000) | 0 |
Debt extinguishment costs | (5,266,000) | 0 | 0 |
Other | 806,000 | 404,000 | 1,341,000 |
Changes in operating assets and liabilities, net of effects of business combination: | |||
Accounts receivable | (5,291,000) | (1,963,000) | (843,000) |
Prepaid expenses and other current assets | (1,445,000) | (641,000) | (1,149,000) |
Other assets | (163,000) | (185,000) | 1,465,000 |
Accounts payable | (417,000) | (535,000) | (111,000) |
Accrued expenses and other liabilities | 3,564,000 | (37,000) | 5,984,000 |
Net cash used in operating activities | (92,220,000) | (97,981,000) | (76,317,000) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (9,680,000) | (101,867,000) | (90,236,000) |
Proceeds from sales of marketable securities | 19,965,000 | 0 | 0 |
Proceeds from maturities of marketable securities | 32,458,000 | 68,768,000 | 117,922,000 |
Acquisition of businesses, acquired cash | 0 | 2,821,000 | 0 |
Purchases of property and equipment | (5,970,000) | (6,675,000) | (11,625,000) |
Other | (1,000,000) | 0 | 0 |
Net cash provided by (used in) investing activities | 35,773,000 | (36,953,000) | 16,061,000 |
Cash flows from financing activities: | |||
Proceeds from public offering of common stock, net of issuance costs | 112,441,000 | 0 | 47,102,000 |
Proceeds from issuance of common stock | 17,511,000 | 74,619,000 | 3,134,000 |
Net proceeds from issuance of debt | 93,909,000 | 39,661,000 | 7,500,000 |
Payments for debt extinguishment costs | (4,609,000) | 0 | 0 |
Loan payments | (60,000,000) | (30,457,000) | (2,438,000) |
Capital lease principal payments | (2,100,000) | (2,952,000) | (1,589,000) |
Net cash provided by financing activities | 157,152,000 | 80,871,000 | 53,709,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 100,705,000 | (54,063,000) | (6,547,000) |
Cash, cash equivalents and restricted cash at beginning of period | 17,459,000 | 71,522,000 | 78,069,000 |
Cash, cash equivalents and restricted cash at end of period | 118,164,000 | 17,459,000 | 71,522,000 |
Supplemental cash flow information: | |||
Interest paid | 6,231,000 | 2,852,000 | 421,000 |
Supplemental cash flow information of non-cash investing and financing activities: | |||
Equipment acquired through capital leases | 0 | 6,789,000 | 0 |
Purchases of property and equipment in accounts payable and accrued liabilities | 510,000 | 200,000 | 1,644,000 |
Amounts related to co-development agreement in other assets and accrued liabilities | 2,000,000 | 0 | 0 |
Warrants issued pursuant to 2017 Loan Agreement | 383,000 | 740,000 | 0 |
Common stock issued for acquisition of businesses | 6,445,000 | 50,808,000 | 0 |
Consideration payable for acquisition of businesses | 0 | 13,276,000 | 0 |
Common stock issued to settle assumed liabilities | $ 0 | $ 1,272,000 | $ 0 |
Organization and description of
Organization and description of business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of business | Organization and description of business Invitae Corporation (the “Company”) was incorporated in the State of Delaware on January 13, 2010, as Locus Development, Inc. and changed its name to Invitae Corporation in 2012. The Company utilizes an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyze information about patient-specific genetic variation and generate test reports for clinicians and their patients. The Company’s headquarters and main production facility is located in San Francisco, California. The Company currently has more than 20,000 genes in production and provides a variety of diagnostic tests that can be used in multiple indications. The Company’s tests include genes associated with hereditary cancer, neurological disorders, cardiovascular disord ers, pediatric disorders, metabolic disorders and other hereditary conditions. In addition, and as a result of the acquisitions of Good Start Genetics ("Good Start") in August 2017 and CombiMatrix Corporation ("CombiMatrix") in November 2017, the C ompany’s services also include screening and testing in reproductive health, including preimplantation and carrier screening for inherited disorders, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders. The Company operates in one |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates and assumptions. Significant estimates and assumptions made by management include the determination of: • revenue recognition (See Note 3, “Revenue, accounts receivable and deferred revenue” for further information); • the fair value of assets acquired and liabilities assumed for business combinations; • the fair value of goodwill and intangible assets; • the recoverability of long-lived assets; • stock-based compensation expense and the fair value of awards issued; and • income tax uncertainties. Concentrations of credit risk and other risks and uncertainties Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. The Company’s cash and cash equivalents are held by financial institutions in the United States. Such deposits may exceed federally insured limits. Significant customers are those that represent 10% or more of the Company’s total revenue for each year presented on the statements of operations. For the significant customer, revenue as a percentage of total revenue were as follows: December 31, Customers 2018 2017 2016 Medicare 22 % 13 % 11 % Medicare represented 21% and 13% of accounts receivable as of December 31, 2018 and 2017 . Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market funds and U.S. government agency securities. Restricted cash consists of money market funds that serve as collateral for security deposits for the Company’s facility lease and sublease agreements and collateral for a credit card agreement at one of the Company’s financial institutions. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): December 31, 2018 December 31, 2017 Cash and cash equivalents $ 112,158 $ 12,053 Restricted cash 6,006 5,406 Total cash, cash equivalents and restricted cash $ 118,164 $ 17,459 Marketable securities All marketable securities have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its marketable debt securities at the time of purchase and reevaluates such designation at each balance sheet date. Short-term marketable securities have maturities less than 365 days at the balance sheet date. Unrealized gains and losses are excluded from earnings and are reported as a component of other comprehensive loss. Realized gains and losses and declines in fair value judged to be other than temporary, if any, on available-for-sale securities are included in interest and other income (expense), net. The cost of securities sold is based on the specific-identification method. Interest on marketable securities is included in interest and other income (expense), net. Accounts receivable The Company receives payment for its tests from partners, patients, institutional customers and third-party payers. See Note 3, "Revenue, accounts receivable and deferred revenue" for further information. Inventory The Company maintains test reagents and other consumables primarily used in sample collection kits which are valued at the lower of cost or market value. Cost is determined using actual costs on a first-in, first-out basis. The Company's inventory was $8.3 million and $5.4 million as of December 31, 2018 and 2017 , respectively, and was recorded in prepaid expenses and other current assets in the Company's consolidated balance sheets. Business combinations The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under Financial Accounting Standards Board (“FASB") Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity , the Company recognizes a liability equal to the fair value of the contingent payments the Company expects to make as of the acquisition date. The Company remeasures this liability each reporting period and records changes in the fair value as a component of operating expenses. Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. Intangible assets Amortizable intangible assets include trade names, non-compete agreements, developed technology and customer relationships acquired as part of business combinations. Customer relationships are amortized on an accelerated basis, utilizing free cash flows, over periods ranging from five to 11 years . All other intangible assets subject to amortization are amortized using the straight-line method over their estimated useful lives ranging from two to 15 years . All intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, Property, Plant and Equipment. Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”), the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Under ASC 350, the Company performs annual impairment reviews of its goodwill balance during the fourth fiscal quarter. In testing for impairment, the Company compares the fair value of its reporting unit to its carrying value including the goodwill of that unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. The Company did not incur any goodwill impairment losses in any of the periods presented. Leases The Company rents its facilities under operating lease agreements and recognizes related rent expense on a straight-line basis over the term of the applicable lease agreement. Some of the lease agreements contain rent holidays, scheduled rent increases, lease incentives, and renewal options. Rent holidays and scheduled rent increases are included in the determination of rent expense to be recorded over the lease term. Lease incentives are recognized as a reduction of rent expense on a straight-line basis over the term of the lease. Renewals are not assumed in the determination of the lease term unless they are deemed to be reasonably assured at the inception of the lease. The Company recognizes rent expense beginning on the date it obtains the legal right to use and control the leased space. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight‑line method over the estimated useful lives of the assets, generally between three and seven years . Leasehold improvements are amortized using the straight‑line method over the shorter of the estimated useful life of the asset or the term of the lease. Amortization expense of assets acquired through capital leases is included in depreciation and amortization expense in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in the statements of operations in the period realized. The estimated useful lives of property and equipment are as follows: Furniture and fixtures 7 years Automobiles 7 years Laboratory equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of lease term or estimated useful life Long‑lived assets The Company reviews long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. Other than impairment losses of $1.0 million in 2016 relating to leasehold improvements and to the shutdown of the Company’s Chilean operations, there were no long-lived asset impairment losses recorded for any period presented. All impairment losses were charged to general and administrative expense. Variable interest entity The Company had a variable interest in a variable interest entity (“VIE”) through an investment in convertible notes issued by the VIE. The convertible notes do not provide the Company with voting rights in the VIE or with power to direct the activities of the VIE which most significantly affect its economic performance. The Company is not the VIE’s primary beneficiary and it does not consolidate the VIE. Fair value of financial instruments The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, capital leases and debt. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to the Company, the carrying value of capital leases and debt approximate their fair values. Revenue recognition The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. All revenues are generated from contracts with customers. Test revenue is generated primarily from the sale of tests that provide analysis and associated interpretation of the sequencing of parts of the genome. Other revenue consists primarily of revenue from genome network subscription services which is recognized on a straight-line basis over the subscription term, and revenue from collaboration agreements. Cost of revenue Cost of revenue reflects the aggregate costs incurred in delivering the genetic testing results to clinicians and includes expenses for personnel-related costs including stock-based compensation, materials and supplies, equipment and infrastructure expenses associated with testing and allocated overhead including rent, equipment depreciation and utilities. Income taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Stock-based compensation The Company measures its stock-based payment awards made to employees and directors based on the estimated fair values of the awards and recognizes the compensation expense over the requisite service period. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and employee stock purchase plan (“ESPP”) purchases. The fair value of restricted stock unit (“RSU”) awards with time-based vesting terms is based on the grant date share price. The Company grants performance-based restricted stock unit (“PRSU”) awards to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service relationship with the Company. The probability of vesting is assessed at each reporting period and compensation cost is adjusted based on this probability assessment. The Company recognizes such compensation expense on an accelerated vesting method. Stock-based compensation expense for awards without a performance condition is recognized using the straight-line method. Stock-based compensation expense is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company accounts for compensation expense related to stock options granted to non-employees based on fair values estimated using the Black-Scholes option-pricing model. Stock options granted to non-employees are re-measured at each reporting date until the award is vested. The Company accounts for stock issued as compensation in connection with business combinations based on the fair value of the Company’s common stock on the date of issuance. Advertising Advertising expenses are expensed as incurred. The Company incurred advertising expenses of $0.6 million , $0.6 million and $0.5 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. Comprehensive loss Comprehensive loss is composed of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity, but are excluded from net loss. The Company’s other comprehensive income (loss) consists of unrealized gains or losses on investments in available-for-sale securities. Net loss per share Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities, consisting of preferred stock, options to purchase common stock, common stock warrants, RSUs and PRSUs, are considered to be common stock equivalents and were excluded from the calculation of diluted net loss per share because their effect would be antidilutive for all periods presented. Recent accounting pronouncements The Company evaluates all Accounting Standards Updates (“ASUs”) issued by the FASB for consideration of their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements. Recently issued accounting pronouncements not yet adopted In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under Accounting Standards Codification ("ASC") 606 when the counterparty is a customer. In addition, Topic 808 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. This guidance will be effective for the Company beginning January 1, 2020. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) , which replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and in July 2018 issued ASU 2018-10 , Codification Improvements to Topic 842, Leases and ASU 2018-11 , Leases (Topic 842): Targeted Improvements (the foregoing ASUs collectively referred to as “Topic 842”). Under the new guidance, lessees are required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date and also requires expanded disclosures about leasing arrangements. Topic 842 is effective for annual and interim periods beginning on or after December 15, 2018 and early adoption is permitted. Entities may initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is evaluating the final effect that Topic 842 and related standards will have on its consolidated financial statements, related disclosures and ongoing financial reporting, but expects implementation of Topic 842 to result in the recognition of material right of use assets and corresponding lease liabilities in its consolidated balance sheets as of the implementation of Topic 842 on January 1, 2019, principally relating to facilities leases. The Company does not have any material embedded leases and the implementation of Topic 842 is primarily focused on the treatment of the Company's previously identified leases. As of December 31, 2018, the Company's total future undiscounted capital lease payments were $3.5 million and future undiscounted non-cancelable minimum operating lease payments, net of subleases were $78.4 million Recently adopted accounting pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), designed to enable users of financial statements to better understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On January 1, 2018, the Company adopted the provisions of Topic 606 using the modified retrospective method. From adoption to date, the Company has recognized all its revenue from contracts with customers within the scope of Topic 606. In connection with the adoption, the Company recognized the cumulative effect of initially applying this standard as an adjustment to retained earnings on the date of adoption. Comparative information prior to the date of adoption has not been restated and continues to be reported under the accounting standards in effect for those periods. In connection with the adoption of Topic 606, the Company amended its revenue recognition policy to provide for the recognition of certain variable consideration related to diagnostic tests that was previously deferred pending cash collection. Under Topic 606, the Company records variable consideration based on an estimate of the consideration to which it will be entitled. The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. All revenues are generated from contracts with customers. Diagnostic tests The majority of the Company’s revenue is generated from genetic testing services that provide analysis and associated interpretation of the sequencing of parts of the genome. Test orders are placed under signed requisitions, and the Company often enters into contracts with institutions (e.g., hospitals and clinics) and insurance companies that include pricing provisions under which such tests are billed. Billing terms are generally net thirty days. While the transaction price of diagnostic tests is originally established either via contract or pursuant to the Company’s standard list price, the Company often provides concessions for tests billed to insurance carriers, and therefore the transaction price for patient insurance-billed tests is considered to be variable and revenue is recognized based on an estimate of the consideration to which the Company will be entitled at an amount for which it is probable that a reversal of cumulative consideration will not occur. Making these estimates requires significant judgments based upon such factors as length of payer relationship, historical payment patterns, changes in contract provisions and insurance reimbursement policies. These judgments are reviewed quarterly and revenue recognized is updated, as necessary, until the Company’s obligations are fully settled. In connection with some diagnostic test orders, the Company offers limited re-requisition rights (“Re-Requisition Rights”) that are considered distinct at contract inception, and therefore certain diagnostic test orders contain two performance obligations, the performance of the original test and the Re-Requisition Rights. When Re-Requisition Rights are granted, the Company allocates the transaction price to each performance obligation based on the relative estimated standalone selling prices. In order to comply with loss contract rules, the allocations are adjusted, if necessary, to ensure the amount deferred for Re-Requisition Rights is no less than the estimated cost of fulfilling the Company’s related obligations. The Company looks to transfer of control in assessing timing of recognition of revenue in connection with each performance obligation. In general, revenue in connection with diagnostic tests is recognized upon delivery of the underlying clinical report or when the report is made available on the Company’s web portal. Outstanding performance obligations pertaining to orders received but for which the underlying report has not been issued are generally satisfied within a thirty-day period. Revenue in connection with Re-Requisition Rights is recognized as the rights are exercised or expire unexercised, which is generally within ninety days of initial deferral. Other contracts The Company also enters into collaboration and genome network contracts. Collaboration agreements provide customers with diagnostic testing and related data aggregation reporting services that are provided over the contract term. Collaboration revenue is recognized as the testing and reporting services are delivered to the customer. Genome network offerings consist of subscription services related to a proprietary software platform designed to connect patients, clinicians, advocacy organizations, researchers and therapeutic developers to accelerate the understanding, diagnosis and treatment of hereditary disease. Such services are recognized on a straight-line basis over the subscription periods. |
Revenue, accounts receivable an
Revenue, accounts receivable and deferred revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, accounts receivable and deferred revenue | Revenue, accounts receivable and deferred revenue As described in Note 2, "Summary of significant accounting policies," the Company adopted Topic 606 effective January 1, 2018. In connection with the adoption the Company utilized the following practical expedients and exemptions: • Certain information about remaining performance obligations is not disclosed because the underlying contracts have an original expected duration of one year or less. • Costs to obtain or fulfill a contract are expensed when incurred because the amortization period would have been one year or less. • No adjustments to promised consideration were made for financing as the Company expects, at contract inception, that the period between the transfer of a promised good or service and when the customer pays for that good or service will be one year or less. The adoption of Topic 606 resulted in a cumulative-effect adjustment to accounts receivable and accumulated deficit of $11.2 million as of January 1, 2018 primarily related to the recognition of uncollected diagnostic test variable consideration as of the date of adoption. Test revenue without adoption of Topic 606 for the year ended December 31, 2018 includes cash collections related to accounts receivable recorded as of January 1, 2018 in connection with the Topic 606 cumulative-effect adjustment. The effect of the adoption of Topic 606 on financial statement line items in the Company’s consolidated statement of operations for the year ended December 31, 2018 , and the Company’s consolidated balance sheet as of December 31, 2018 was as follows (in thousands, except per share amounts): Year Ended December 31, 2018 Without Effect of Adoption of Adoption As Reported Topic 606 Higher/(Lower) Test revenue $ 144,560 $ 144,222 $ 338 Net loss $ (129,355 ) $ (129,693 ) $ 338 Net loss per share, basic and diluted $ (1.94 ) $ (1.94 ) $ — As of December 31, 2018 Without Effect of Adoption of Adoption As Reported Topic 606 Higher/(Lower) Accounts receivable $ 26,296 $ 14,150 $ 12,146 Accumulated deficit $ (516,712 ) $ (528,291 ) $ 11,579 Stockholders' equity $ 161,839 $ 150,260 $ 11,579 Disaggregation of revenue Test revenue is generated from sales of diagnostic tests to three groups of customers: institutions, such as hospitals, clinics and partners; patients who pay directly; and patients’ insurance carriers. Amounts billed and collected, and the timing of collections, vary based on whether the payer is an institution, an insurance carrier or a patient. Other revenue consists principally of revenue recognized under collaboration and genome network agreements. The following table includes the Company’s revenues as disaggregated by payer category (in thousands): Year Ended December 31, 2018 2017 (1) Test revenue: Institutions $ 34,618 $ 17,238 Patient - direct 13,589 5,638 Patient - insurance 96,353 42,293 Total test revenue 144,560 65,169 Other revenue 3,139 3,052 Total revenue $ 147,699 $ 68,221 ___________________________________________________________________ (1) As noted above, prior period amounts are presented as originally reported based upon the accounting standards in effect for those periods. Included in revenue in the Company’s consolidated statements of operations for the year ended December 31, 2018 was $0.3 million that was included in deferred revenue at January 1, 2018. The Company recognizes revenue related to billings based on estimates of the amount that will ultimately be realized. The estimate of the transaction price of test revenue is based on many factors such as length of payer relationship, historical payment patterns, changes in contract provisions and insurance reimbursement policies. Cash collections for certain tests delivered may differ from rates originally estimated. As a result of new information, the Company updated its estimate of the amounts to be recognized for previously delivered tests which resulted in an additional $4.5 million of test revenue for the year ended December 31, 2018 . These changes in estimates decreased the Company’s loss from operations by $4.5 million and decreased basic and diluted net loss per share by approximately $0.07 for the year ended December 31, 2018 . Accounts receivable The majority of the Company’s accounts receivable represents amounts billed to institutions (e.g., hospitals, clinics) and estimated amounts to be collected from third-party insurance payers for test revenue recognized. Also included is amounts due under the terms of collaboration and genome network agreements for diagnostic testing and data aggregation reporting services provided and proprietary platform access rights transferred. Deferred revenues |
Business combinations
Business combinations | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business combinations | Business combinations AltaVoice On January 6, 2017, the Company acquired AltaVoice (formerly PatientCrossroads, Inc.), a privately-owned patient-centered data company with a global platform for collecting, curating, coordinating and delivering safeguarded data from patients and clinicians. The acquisition, complemented by several other strategic partnerships, expanded the Company's genome network, designed to connect patients, clinicians, advocacy organizations, researchers and therapeutic developers to accelerate the understanding, diagnosis, and treatment of hereditary disease. Pursuant to the terms of the Stock Purchase Agreement, the Company acquired all of the outstanding shares of AltaVoice for total purchase consideration of $12.4 million , payable in the Company’s common stock, as follows: (a) payment of $5.5 million through the issuance of 641,126 shares of the Company’s common stock; (b) payment of $5.0 million in the Company’s common stock, payable on March 31, 2018, with the common shares deliverable equal to $5.0 million divided by the trailing average share price of the Company’s common stock for the 30 days preceding March 31, 2018. This payment was made in April 2018 through the issuance of 716,332 shares of the Company's common stock; (c) payment of $5.0 million in the Company’s common stock, which was contingently payable on March 31, 2018 if a milestone based on a certain threshold of revenue was achieved during 2017, with the shares deliverable equal to $5.0 million divided by the trailing average share price of the Company’s common stock for the 30 days preceding March 31, 2018. As the foregoing milestone was not achieved, there was a new contingent milestone based on achieving a revenue target during 2017 and 2018. Since this new contingent milestone was achieved, on March 31, 2019, a payment of $5.0 million in the Company’s common stock will be payable. The actual payout is dependent upon meeting the 2017 and 2018 revenue targets (capped at $14.0 million ) times 75% less $5.5 million . This formula in effect caps the possible payout amount at $5.0 million in the Company’s common shares. The number of shares to be issued will be equal to the payout amount divided by the trailing average share price of the Company’s common stock for the 30 days preceding March 31, 2019. The first payment of $5.5 million was classified as equity. The second payment was discounted to $4.7 million as of the acquisition date, recorded as a liability, and was accreted to fair value at each reporting date until the extinguishment of the liability in April 2018. The third payment, representing contingent consideration, was determined to have a fair value of $2.2 million as of the acquisition date and was recorded as a liability. In accordance with ASC Topic 805, Business Combinations, the contingent consideration of $2.2 million was remeasured to fair value at each reporting date until the contingency was resolved, with changes in fair value recognized in earnings. For the second payment, the acquisition-date fair value was $4.7 million , and the Company recorded accretion gains (losses) of $1.6 million and $(0.2) million in other income (expense), net, for the years ended December 31, 2018 and 2017 , respectively. The accretion gains in 2018 resulted from an adjustment to the value of the second payment as of March 31, 2018, and principally reflected the difference between the value of the common shares deliverable, based upon the closing price of the Company’s stock on March 29, 2018, and the value per share used to calculate the number of common shares deliverable. The accretion losses in 2017 resulted from adjustments to the discounted value of the second payment, reflecting the passage of time. For the third payment, the acquisition-date fair value was $2.2 million , and the Company recorded remeasurement losses of $1.2 million and $1.6 million in general and administrative expense for the years ended December 31, 2018 and 2017 , respectively. The remeasurement losses in 2018 reflect updated estimations of fair value of the third payment, based upon achieving a revenue target during 2017 and 2018, as the milestone based on a certain threshold of revenue to be achieved during 2017 was not met. The principal inputs affecting those estimations have been updates to the Company’s revenue forecasts and the passage of time. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 54 Accounts receivable 274 Prepaid expense and other assets 52 Non-compete agreement 286 Developed technology 570 Customer relationships 3,389 Total identifiable assets acquired 4,625 Accounts payable (28 ) Deferred revenue (202 ) Accrued expenses (21 ) Deferred tax liability (1,422 ) Total liabilities assumed (1,673 ) Net identifiable assets acquired 2,952 Goodwill 9,432 Net assets acquired $ 12,384 Acquisition-related intangibles included in the above table are finite-lived. Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of ten years . All other acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Non-compete agreement $ 286 5 Developed technology 570 6 Customer relationships 3,389 10 $ 4,245 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of AltaVoice resulted in $9.4 million of goodwill which the Company believes consists principally of expected synergies to be realized by combining capabilities, technology and data to accelerate the use of genetic information for the diagnosis and treatment of hereditary diseases. In accordance with ASC 350, goodwill will not be amortized but will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes. The Company has finalized its assessment of fair value of the assets and liabilities assumed at the acquisition date. Ommdom On June 11, 2017, the Company acquired Ommdom, Inc. (“Ommdom”), a privately held company that develops, commercializes and sells hereditary risk assessment and management software, including CancerGene Connect, a cancer genetic counseling platform. The acquisition expanded Invitae’s suite of genome management offerings designed to help patients and clinicians use genetic information as part of mainstream medical care. CancerGene Connect is a platform for collecting and managing genetic family histories. Pursuant to the terms of a Stock Exchange Agreement, the Company acquired all of the outstanding shares of Ommdom for consideration of $6.1 million , payable entirely in the Company’s common stock. There was no cash consideration nor any contingent payments associated with the acquisition, other than a hold-back amount of $0.6 million . Per the terms of the agreement, the Company was obligated to issue shares of its common stock as follows: (a) payment of $5.5 million through the issuance of 600,108 shares of the Company’s common stock on the acquisition date; and (b) payment of $0.6 million through the issuance of 66,582 shares of the Company’s common stock, representing a hold-back amount, and payable on the twelve-month anniversary of the acquisition date. The first payment of $5.5 million was classified as equity. The second payment of $0.6 million was recorded as a stock payable liability on the acquisition date and was reclassified to equity upon the issuance of 66,582 shares of the Company’s common stock in June 2018. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 53 Accounts receivable 10 Prepaid expense and other assets 4 Trade name 13 Developed technology 2,335 Customer relationships 147 Total identifiable assets acquired 2,562 Accounts payable (16 ) Accrued expenses (17 ) Deferred tax liability (434 ) Total liabilities assumed (467 ) Net identifiable assets acquired 2,095 Goodwill 4,045 Net assets acquired $ 6,140 Finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Trade name $ 13 5 Developed technology 2,335 5 Customer relationships 147 5 $ 2,495 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Ommdom resulted in the recognition of $4.0 million of goodwill which the Company believes consists principally of expected synergies to be realized by expanding the Company’s suite of genome management offerings. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes. The Company has finalized its assessment of fair value of the assets and liabilities assumed at the acquisition date. Good Start Genetics On August 4, 2017, the Company acquired 100% of the fully diluted equity of Good Start, a privately held molecular diagnostics company focused on preimplantation and carrier screening for inherited disorders. The acquisition of Good Start was intended to further Invitae’s plan to create a comprehensive genetic information platform providing high-quality, affordable genetic information coupled with world-class clinical expertise to inform healthcare decisions throughout every stage of an individual’s life. The purchase consideration for the Good Start acquisition consisted of the assumption of the net liabilities of Good Start of $24.4 million at the acquisition date. Immediately subsequent to the acquisition of Good Start, the Company paid $18.4 million in cash to settle outstanding notes payable, accrued interest and related costs. In addition, and immediately subsequent to the acquisition, the Company settled outstanding convertible promissory notes payable through: (a) payment of $11.9 million through the issuance of 1,148,283 shares of the Company’s common stock; and (b) payment of $3.6 million through the issuance of 343,986 shares of the Company’s common stock, representing a hold-back amount payable on the one-year anniversary of the acquisition date. In September 2018, the Company issued 212,260 shares in partial payment of the hold-back amount payable. The remainder of the hold-back amount payable, approximately $1.3 million as of December 31, 2018, will be settled upon resolution of outstanding claims from Good Start customers, of which $0.6 million was settled in January 2019. Also in connection with the acquisition of Good Start and immediately subsequent to the acquisition, the Company paid bonuses to certain members of Good Start’s management team through: (a) payment of $0.9 million through the issuance of 83,025 shares of the Company’s common stock; and (b) payment of $0.4 million through the issuance of 37,406 shares of the Company’s common stock, representing a hold-back amount payable on the one-year anniversary of the acquisition date. In September 2018, the Company issued 27,784 shares in partial payment of the hold-back amount payable to settle bonuses to Good Start's management team. The remainder of the hold-back amount payable, approximately $0.2 million as of December 31, 2018, will be settled upon resolution of outstanding claims from Good Start customers, of which $0.1 million was settled in January 2019. These bonus payments were recorded as general and administrative expense. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. At acquisition date, the Company also recorded $4.8 million as a provisional amount for a deferred tax liability because certain information and analysis related to Good Start’s historical net operating losses that could have affected the Company’s initial valuation was still being obtained or reviewed at that time. This provisional amount for the deferred tax liability was subsequently reversed during the fourth quarter of 2017 based on the results of further analysis of Good Start’s historical net operating losses. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash and restricted cash $ 1,381 Accounts receivable 2,246 Prepaid expense and other assets 1,579 Property and equipment 1,320 Trade name 460 Developed technology 5,896 Customer relationships 7,830 Total identifiable assets acquired 20,712 Accounts payable (5,418 ) Accrued expenses (6,802 ) Notes payable (17,904 ) Convertible promissory notes payable (15,430 ) Other liabilities (222 ) Total liabilities assumed (45,776 ) Net identifiable assets acquired (25,064 ) Goodwill 25,064 Net assets acquired $ — During the year ended December 31, 2018, the Company recorded adjustments to its accounting for the amount recorded as accounts receivable at acquisition. Accordingly, the fair value of accounts receivable was decreased by $0.7 million during the year ended December 31, 2018, with corresponding increases to goodwill. Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of eight years . All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Trade name $ 460 3 Developed technology 5,896 5 Customer relationships 7,830 8 $ 14,186 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Good Start resulted in the recognition of $25.1 million of goodwill which the Company believes consists principally of expected synergies to be realized by expanding the Company’s suite of genome management offerings. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes. The Company has finalized its assessment of fair value of the assets and liabilities assumed at the acquisition date. CombiMatrix On November 14, 2017, the Company completed its acquisition of CombiMatrix in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of July 31, 2017 (the “Merger Agreement”), by and among the Company, Coronado Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and CombiMatrix, pursuant to which Merger Sub merged with and into CombiMatrix, with CombiMatrix surviving as a wholly owned subsidiary of the Company (the “Merger”). At the closing of the Merger, the Company issued shares of its common stock to (i) CombiMatrix’s common stockholders, at an exchange ratio of 0.8692 of a share of the Company’s common stock (the “Merger Exchange Ratio”) for each share of CombiMatrix common stock outstanding immediately prior to the Merger, (ii) CombiMatrix’s Series F preferred stockholders, at the Merger Exchange Ratio for each share of CombiMatrix common stock underlying Series F preferred stock outstanding immediately prior to the Merger, (iii) holders of outstanding and unexercised in-the-money CombiMatrix stock options, which were fully accelerated to the extent of any applicable vesting period and converted into the right to receive the number of shares of the Company’s common stock equal to the Merger Exchange Ratio multiplied by the number of shares of CombiMatrix common stock issuable upon exercise of such option, minus the number of shares of the Company’s common stock determined by dividing the aggregate exercise price for such option by $9.491 , and (iv) holders of outstanding and unsettled CombiMatrix restricted stock units, which were fully accelerated to the extent of any applicable vesting period and converted into the right to receive a number of shares of the Company’s common stock determined by multiplying the number of shares of CombiMatrix common stock that were subject to such restricted stock unit by the Merger Exchange Ratio. In addition, at the closing of the Merger, (a) all outstanding and unexercised out-of-the money CombiMatrix stock options were cancelled and terminated without the right to receive any consideration, (b) all CombiMatrix Series D Warrants and Series F Warrants outstanding and unexercised immediately prior to the closing of the Merger were assumed by the Company and converted into warrants to purchase the number of shares of the Company’s common stock determined by multiplying the number of shares of CombiMatrix common stock subject to such warrants by the Merger Exchange Ratio, and with the exercise price adjusted by dividing the per share exercise price of the CombiMatrix common stock subject to such warrants by the Merger Exchange Ratio, and (c) certain entitlements under CombiMatrix’s executive compensation transaction bonus plan (the “Transaction Bonus Plan”) were paid in shares of the Company’s common stock or RSUs to be settled in shares of the Company’s common stock. All outstanding and unexercised CombiMatrix Series A, Series B, Series C, Series E, and PIPE warrants were repurchased by CombiMatrix prior to closing pursuant to that certain CombiMatrix Common Stock Purchase Warrants Repurchase Agreement dated July 11, 2016. Pursuant to the Merger Agreement, the Company issued an aggregate of 2,703,389 shares of its common stock as follows: (a) payment of $20.5 million through the issuance of 2,611,703 shares of the Company’s common stock to holders of CombiMatrix common stock outstanding; (b) payment of $0.7 million through the issuance of 85,219 shares of the Company’s RSUs to holders of outstanding and unsettled CombiMatrix restricted stock units; (c) payment of $0.1 million through the issuance of 3,323 shares of the Company’s common stock to holders of outstanding and unexercised in-the-money CombiMatrix stock options; and (d) payment of $0.1 million through the issuance of 3,144 shares of the Company’s common stock to holders of CombiMatrix Series F preferred stock. In addition, and pursuant to the Merger Agreement, the Company issued warrants to purchase an aggregate of 2,077,273 shares of its common stock as follows: (a) payment of $7.4 million through the issuance of warrants to purchase a total of 1,739,689 shares of the Company’s common stock in exchange for all outstanding CombiMatrix Series F warrants; and (b) payment of $1,000 through the issuance of warrants to purchase a total of 337,584 shares of the Company’s common stock in exchange for all outstanding CombiMatrix Series D warrants. In connection with the acquisition of CombiMatrix, the Company paid bonuses to certain members of CombiMatrix’s management team through: (a) payment of $1.7 million through the issuance of common stock and RSUs totaling 214,976 shares of the Company’s common stock to settle payments pursuant to CombiMatrix’s executive compensation transaction bonus plan (the “Transaction Bonus Plan”), recorded as post-combination compensation expense and included in general and administrative expense; and (b) payment of $0.2 million through the issuance of 22,966 shares of the Company’s common stock to settle payments pursuant to the Transaction Bonus Plan, recorded as an assumed liability at the acquisition date. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash and restricted cash $ 1,333 Accounts receivable 4,118 Prepaid expense and other assets 1,299 Property and equipment 437 Other assets - non current 30 Favorable leases 247 Trade name 103 Patent licensing agreement 496 Developed technology 3,162 Customer relationships 12,397 Total identifiable assets acquired 23,622 Accounts payable (276 ) Accrued expenses (3,925 ) Deferred tax liability (2,862 ) Other liabilities (180 ) Total liabilities assumed (7,243 ) Net identifiable assets acquired 16,379 Goodwill 11,554 Net assets acquired $ 27,933 During the year ended December 31, 2018, upon the completion of the Company's analysis of CombiMatrix's historical net operating losses, the Company recorded a deferred tax liability of $2.9 million with corresponding increases to goodwill. The $2.9 million net deferred tax liability represents the excess of the financial reporting over tax basis in acquired intangibles over the amount of CombiMatrix’s historical net operating loss carryovers that were determined to be available to offset future income due to change in ownership operating loss carryover limitation rules under Internal Revenue Code section 382. Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of eleven years . All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Favorable leases $ 247 2 Trade name 103 1 Patent licensing agreement 496 15 Developed technology 3,162 4 Customer relationships 12,397 11 $ 16,405 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of CombiMatrix resulted in the recognition of $11.6 million |
Goodwill and intangible assets
Goodwill and intangible assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill Details of the Company’s goodwill for the year ended December 31, 2018 are as follows (in thousands): AltaVoice Ommdom Good Start CombiMatrix Total Balance as of December 31, 2017 $ 9,432 $ 4,045 $ 24,406 $ 8,692 $ 46,575 Goodwill adjustment — — 658 2,862 3,520 Balance as of December 31, 2018 $ 9,432 $ 4,045 $ 25,064 $ 11,554 $ 50,095 The goodwill adjustments were principally due to changes in the fair value of accounts receivable for Good Start as well as the recognition of a $2.9 million deferred tax liability for CombiMatrix resulting from the completion of the Company’s analysis of historical net operating losses. Intangible assets The following table presents details of the Company’s finite-lived intangible assets as of December 31, 2018 (in thousands): Cost Accumulated Amortization Net Weighted Average Useful Life (in Years) Weighted Average Estimated Remaining Useful Life (in Years) Customer relationships $ 23,763 $ (2,783 ) $ 20,980 10.0 8.6 Developed technology 11,963 (3,482 ) 8,481 4.8 3.4 Non-compete agreement 286 (114 ) 172 5.0 3.0 Trade name 576 (329 ) 247 2.7 1.4 Patent licensing agreement 496 (37 ) 459 15.0 13.9 Favorable leases 247 (117 ) 130 2.2 1.1 $ 37,331 $ (6,862 ) $ 30,469 8.2 6.8 Acquisition-related intangibles included in the above table are finite-lived. Customer relationships are being amortized on an accelerated basis, in proportion to estimated cash flows, over periods ranging from five to eleven years . All other acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are realized. Amortization expense was $5.0 million , $1.8 million , and nil for the years ended December 31, 2018 , 2017 , and 2016 , respectively. Intangible assets are carried at cost less accumulated amortization. Amortization expense is recorded to research and development, sales and marketing and general and administrative expense. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2018 (in thousands): Amount 2019 $ 5,250 2020 5,525 2021 5,829 2022 4,124 2023 3,111 Thereafter 6,630 Total estimated future amortization expense $ 30,469 |
Balance sheet components
Balance sheet components | 12 Months Ended |
Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance sheet components | Balance sheet components Property and equipment, net Property and equipment consisted of the following (in thousands): December 31, 2018 December 31, 2017 Leasehold improvements $ 13,034 $ 12,623 Laboratory equipment 22,149 17,705 Equipment under capital lease 7,129 11,446 Computer equipment 4,723 4,023 Software 2,594 2,520 Furniture and fixtures 784 569 Automobiles 20 20 Construction-in-progress 1,962 965 Total property and equipment, gross 52,395 49,871 Accumulated depreciation and amortization (24,509 ) (19,530 ) Total property and equipment, net $ 27,886 $ 30,341 Depreciation expense was $8.5 million , $7.2 million and $6.6 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Accrued liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2018 December 31, 2017 Accrued compensation and related expenses $ 7,917 $ 7,406 Deferred revenue 761 307 Liabilities associated with business combinations 6,460 9,497 Liability associated with co-development agreement 2,000 — Other 9,425 5,532 Total accrued liabilities $ 26,563 $ 22,742 Other long-term liabilities Other long-term liabilities consisted of the following (in thousands): December 31, 2018 December 31, 2017 Lease incentive obligation, non-current $ 3,280 $ 3,831 Deferred rent, non-current 5,495 5,153 Liabilities associated with business combinations — 3,779 Other non-current liabilities 181 677 Total other long-term liabilities $ 8,956 $ 13,440 |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is summarized as follows: Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable. Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions. The following tables set forth the fair value of the Company’s consolidated financial instruments that were measured at fair value on a recurring basis (in thousands): December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1 Level 2 Level 3 Financial assets: Money market funds $ 93,934 $ — $ — $ 93,934 $ 93,934 $ — $ — Certificates of deposit 300 — — 300 — 300 — Commercial paper 10,908 — (1 ) 10,907 — 10,907 — U.S. treasury notes 9,990 — — 9,990 9,990 — — U.S. government agency securities 6,001 — (4 ) 5,997 — 5,997 — Total financial assets $ 121,133 $ — $ (5 ) $ 121,128 $ 103,924 $ 17,204 $ — Financial liabilities: Contingent consideration $ 4,998 $ — $ — $ 4,998 Total financial liabilities $ 4,998 $ — $ — $ 4,998 December 31, 2018 Reported as: Cash equivalents $ 101,395 Restricted cash 6,006 Marketable securities 13,727 Total cash equivalents, restricted cash, and marketable securities $ 121,128 Accrued liabilities $ 4,998 December 31, 2017 Amortized Gross Gross Estimated Level 1 Level 2 Level 3 Financial assets: Money market funds $ 5,998 $ — $ — $ 5,998 $ 5,998 $ — $ — Certificates of deposit 300 — — 300 300 — — U.S. treasury notes 12,010 — (19 ) 11,991 11,991 — — U.S. government agency securities 46,451 — (152 ) 46,299 — 46,299 — Total financial assets $ 64,759 $ — $ (171 ) $ 64,588 $ 18,289 $ 46,299 $ — Financial liabilities: Contingent consideration $ 3,779 $ — $ — $ 3,779 Total financial liabilities $ 3,779 $ — $ — $ 3,779 December 31, 2017 Reported as: Cash equivalents $ 592 Restricted cash 5,406 Marketable securities 58,590 Total cash equivalents, restricted cash, and marketable securities $ 64,588 Accrued liabilities $ 3,779 There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. The total fair value of investments with unrealized losses at December 31, 2018 was $13.4 million . None of the available-for-sale securities held as of December 31, 2018 has been in a material continuous unrealized loss position for more than one year. At December 31, 2018 , unrealized losses on available-for-sale investments are not attributed to credit risk and are considered to be temporary. The Company believes it is more likely than not that investments in an unrealized loss position will be held until maturity or the recovery of the cost basis of the investment. To date, the Company has not identified any other-than-temporary declines in market value and thus has not recorded any impairment charges on its financial assets other than on the convertible notes which are described in Note 8, “Investment in privately held company.” At December 31, 2018 , the remaining contractual maturities of available-for-sale securities ranged from less than one to 4 months. For the years ended December 31, 2018 , 2017 and 2016 , there were no realized gains or losses on available-for-sale securities. The Company’s certificates of deposit, commercial paper, and debt securities of U.S. government agency entities are classified as Level 2 as they are valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third party data providers, including but not limited to benchmark yields, interest rate curves, reported trades, broker/dealer quotes and reference data. The following table presents the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands): Level 3 Contingent Consideration Liability Balance as of December 31, 2017 $ 3,779 Change in estimate of fair value 1,219 Balance as of December 31, 2018 $ 4,998 As of December 31, 2018 , the Company had a contingent obligation of up to $5.0 million payable in the Company’s common stock to the former owners of AltaVoice in conjunction with the Company’s acquisition of AltaVoice in January 2017. The contingency was dependent upon future revenues attributable to AltaVoice. If the revenue attributable to AltaVoice for the combined period of 2017 and 2018 was at least $10 million , the Company would make a payment of up to $5.0 million in the Company’s common stock in March 2019. The Company estimated the fair value of the contingent consideration at $2.2 million at the acquisition date in January 2017, based on a Monte Carlo simulation, as well as estimates of the 30-day trailing price of its stock at certain dates, its volatility assumptions and its revenue forecasts, all of which were significant inputs in the Level 3 measurement not supported by market activity. The value of the liability was subsequently remeasured to fair value at each reporting date. Changes in estimated fair value are recorded as general and administrative expense until the contingency is paid or expires. The change in the fair value of the contingent consideration between the acquisition date and December 31, 2018 was an increase of $2.8 million . The fair value of the Company’s outstanding debt is estimated using the net present value of future debt payments, discounted at an interest rate that is consistent with market interest rates, which is a Level 2 input. The carrying amount of the Company’s outstanding debt at December 31, 2018 approximated its fair value and as of December 31, 2017 , the Company's debt carrying amount and fair value were as follows (in thousands): December 31, 2017 Carrying Amount Fair Value Debt $ 39,084 $ 40,526 |
Investment in privately held co
Investment in privately held company Investment in privately held company | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Investment in privately held company | Investment in privately held company On March 15, 2018, the Company entered into a collaboration agreement with KEW, Inc. (“KEW”), a privately held comprehensive genomic profiling company . The Company determined it had a variable interest in a VIE through its investment in a convertible note issued by KEW . During the year ended December 31, 2018 , the Company incurred losses relating to this collaboration agreement with KEW of $2.9 million which were recognized in general and administrative expenses in the Company’s consolidated statements of operations. As of December 31, 2018 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Operating leases In September 2015, the Company entered into a lease agreement for its headquarters and main production facility in San Francisco, California. This lease expires in July 2026 and the Company may renew the lease for an additional ten years . The Company has determined the lease term to be a ten-year period expiring in 2026. The lease term commenced when the Company took occupancy of the facility in February 2016. In connection with the execution of the lease, the Company provided a security deposit of approximately $4.6 million which is included in restricted cash in the Company’s consolidated balance sheets. Minimum annual rent under the lease is subject to increases based on stated rental adjustment terms. In addition, per the terms of the lease, the Company received a $5.2 million lease incentive in the form of reimbursement from the landlord for a portion of the costs of leasehold improvements the Company has made to the facility. The assets purchased with the lease incentive are included in property and equipment, net, in the Company’s consolidated balance sheets and the lease incentive is recognized as a reduction of rental expense on a straight-line basis over the term of the lease. At December 31, 2018 , all of the lease incentive had been utilized by the Company and all related reimbursements had been received from the landlord. Aggregate future minimum lease payments for this facility at December 31, 2018 were approximately $57.8 million . Future minimum payments under non-cancelable operating leases and future minimum payments to be received from non-cancelable subleases as of December 31, 2018 are as follows (in thousands): Amounts 2019 $ 10,948 2020 10,860 2021 11,109 2022 11,067 2023 8,898 Thereafter 25,715 Future non-cancelable minimum operating lease payments 78,597 Less: minimum payments to be received from non-cancelable subleases (174 ) Total future non-cancelable minimum operating lease payments, net $ 78,423 The following table summarizes rent expense related to non-cancelable operating leases (in thousands): Year Ended December 31, 2018 2017 2016 Rent expense $ 9,720 $ 8,950 $ 8,901 Sublease income 227 398 257 Rent expense, net of sublease income $ 9,493 $ 8,552 $ 8,644 Debt financing In March 2017, the Company entered into a Loan and Security Agreement (the “2017 Loan Agreement”) with a lender pursuant to which the Company borrowed an initial term loan of $40.0 million , and received net proceeds of approximately $39.7 million . Subject to certain conditions, the Company was eligible to borrow a second term loan pursuant to the 2017 Loan Agreement of $20.0 million in the first quarter of 2018 and did so in March 2018, receiving net proceeds of approximately $19.8 million . In February 2018 and June 2018, the Company entered into amendments to the 2017 Loan Agreement (the “2018 Amendments”) pursuant to which the Company, subject to certain conditions, was eligible to borrow a third term loan of $20.0 million during the period from April 2, 2018 to December 31, 2018. Pursuant to the 2018 Amendments, since the third term loan became available and the Company did not draw upon the third term loan, a fee of 1% was applied to the difference between $20.0 million and the amount drawn, or $0.2 million . Term loans under the amended 2017 Loan Agreement bore interest at a floating rate equal to an index rate plus 7.73% , where the index rate was the greater of 0.77% or the 30 -day U.S. Dollar London Interbank Offered Rate (“LIBOR”) as reported in The Wall Street Journal , with the floating rate resetting monthly subject to a floor of 8.5% . The Company could make monthly interest-only payments until May 1, 2019 (or, subject to certain conditions, May 1, 2020), and thereafter monthly payments of principal and interest were required to fully amortize the borrowed amount by a final maturity date of March 1, 2022 . A fee of 5% of each funded draw was due at the earlier of prepayment or loan maturity, a facility fee of 0.5% was due upon funding for each draw, and a prepayment fee of between 1% and 3% of the outstanding balance applied in the event of a prepayment. Concurrent with each term loan, the Company granted to the lender a warrant to acquire shares of the Company’s common stock equal to the quotient of 3% of the funded amount divided by a per share exercise price equal to the lower of the average closing price for the previous ten days of trading (calculated on the day prior to funding) or the closing price on the day prior to funding. In connection with the initial term loan, in 2017, the Company issued the lender warrants to purchase 116,845 shares of common stock at an exercise price of $10.27 per share. The Company classified these warrants as equity with a fair value of $0.7 million . In connection with the second term loan, in 2018, the Company issued the lender warrants to purchase 85,482 shares of common stock at an exercise price of $7.02 per share. The Company classified these warrants as equity with a fair value of $0.4 million . All warrants issued pursuant to the amended 2017 Loan Agreement have a term of ten years from the date of issuance and include a cashless exercise provision. In November 2018, the Company entered into a Note Purchase Agreement (the "2018 Note Purchase Agreement") pursuant to which the Company was eligible to borrow an aggregate principal amount up to $200.0 million over a seven year maturity term which included an initial borrowing of $75.0 million in November 2018. The Company received net proceeds of $10.3 million after terminating and repaying the balance of its obligations of approximately $64.7 million under the 2017 Loan Agreement and associated amendments with its previous lender. The Company incurred $5.3 million of debt extinguishment costs upon terminating its previous debt facility which the Company recorded as other income (expense), net in its consolidated statements of operations during the year ended December 31, 2018. At December 31, 2018 , obligations under the 2018 Note Purchase Agreement were $75.0 million which are required to be repaid to the lender in a balloon payment no later than 2025. If the Company repays prior to the three year anniversary following the initial borrowing, the amount due will be: 117.5% of the principal amount if payment is made within 12 months after the borrowing; 132.5% of the principal amount if payment is made between 12 and 24 months after the borrowing; and 145.0% of the principal amount if payment is made between 24 and 36 months after the borrowing. The outstanding principal amount under the 2018 Note Purchase Agreement bears interest at a rate of 8.75% annually. In addition, beginning on January 1, 2020 and continuing until repayment or maturity of any outstanding principal, the Company will make quarterly payments of 0.5% of the Company's annual net revenues subject to a maximum annual amount of such payments of $1.6 million which will be recognized as interest expense. Through the fixed interest charges and the quarterly revenue payments, the Company is required to pay total amounts to generate an 11% internal rate of return to the lender on any outstanding principal balances due in a lump-sum upon the repayment or maturity of any outstanding principal. During the year ended December 31, 2018 , the 2018 Note Purchase Agreement bore interest at an average interest rate of 10.6% . The 2018 Note Purchase Agreement contains quarterly covenants to achieve certain revenue levels as well as additional covenants, including limits on the Company’s ability to dispose of assets, undergo a change of control, merge with or acquire other entities, incur debt, incur liens, pay dividends or other distributions to holders of its capital stock, repurchase stock and make investments, in each case subject to certain exceptions. The Company’s obligations under the 2018 Note Purchase Agreement are secured by a security interest on substantially all of its and certain of its subsidiaries’ assets. In connection with the 2018 Note Purchase Agreement, in November 2018, the Company entered into a Securities Purchase Agreement with the lender pursuant to which the Company issued 373,524 shares of its common stock at a price of $13.39 per share for an aggregate amount of $5.0 million . The share price paid by the lender was calculated based on the 15-day average closing share price prior to the issuance. The relative fair value method was used to allocate the proceeds between the common stock issued and the note proceeds; the fair value of the common stock issued to the lender was determined to be $5.4 million . Debt discounts, including debt issuance costs, related to the 2018 Note Purchase Agreement of $0.7 million were recorded as a direct deduction from the debt liability and are being amortized to interest expense over the term of the 2018 Note Purchase Agreement. Future estimated payments under the 2018 Note Purchase Agreement as of December 31, 2018 are as follows (in thousands): Amounts 2019 $ 6,654 2020 8,297 2021 8,279 2022 8,279 2023 8,279 Thereafter 89,998 Total remaining payments 129,786 Less: amount representing debt discount (721 ) Less: amount representing interest (54,588 ) Total non-current debt obligation $ 74,477 Interest expense related to the Company's debt financings was $6.7 million , $3.5 million and $0.3 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Capital leases The Company has entered into various capital lease agreements to obtain laboratory equipment. The terms of the Company's capital leases are typically three years and are secured by the underlying equipment. The portion of the future payments designated as principal repayment was classified as a capital lease obligation on the consolidated balance sheets. Future payments under capital leases at December 31, 2018 were as follows (in thousands): Amounts 2019 $ 2,087 2020 1,392 2021 21 Total capital lease obligations 3,500 Less: amount representing interest (188 ) Present value of net minimum capital lease payments 3,312 Less: current portion (1,937 ) Total non-current capital lease obligations $ 1,375 Interest expense related to capital leases was $0.3 million , $0.2 million and $0.1 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Property and equipment under capital leases was $7.1 million and $11.4 million as of December 31, 2018 and 2017 , respectively. Accumulated depreciation, collectively, on these assets was $2.0 million and $3.0 million at December 31, 2018 and 2017 , respectively. Guarantees and indemnifications As permitted under Delaware law and in accordance with the Company’s bylaws, the Company indemnifies its directors and officers for certain events or occurrences while the officer or director is or was serving in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company maintains director and officer liability insurance. This insurance allows the transfer of the risk associated with the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company did not record any liabilities associated with these indemnification agreements at December 31, 2018 or December 31, 2017 . Other commitments In the normal course of business, the Company enters into various purchase commitments primarily related to service agreements, laboratory supplies, and a co-development agreement. At December 31, 2018 , the Company’s total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were as follows (in thousands): Amount 2019 $ 3,040 2020 3,040 2021 1,440 Total $ 7,520 In addition, in September 2018, the Company entered into a co-development agreement with a privately held genetics testing company. The co-development agreement grants the Company the right of first refusal to enter into an agreement for an acquisition of the entity in return for total fees of $3.0 million over the term of the 12-month agreement, of which $1.0 million has been paid by the Company as of December 31, 2018 . The unpaid fees of $2.0 million were paid in January 2019, and as of December 31, 2018 , were recorded as an accrued liability in the Company’s consolidated balance sheets. Contingencies The Company was not a party to any material legal proceedings at December 31, 2018 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common stock As of December 31, 2018 and 2017 , the Company had reserved shares of common stock, on an as‑if converted basis, for issuance as follows (in thousands): As of December 31, 2018 2017 Options issued and outstanding 3,855 4,115 RSU awards issued and outstanding 4,031 2,387 Shares available for grant under stock option plans 118 2,397 Shares reserved for issuance under the 2015 Employee Stock Purchase Plan 278 308 Common stock underlying warrants 611 1,962 Common stock issuable upon conversion of preferred stock 3,459 3,459 Common stock underlying stock payable liabilities 132 689 Common stock payable as contingent consideration 452 551 Total 12,936 15,868 Private placement In August 2017, in a private placement to certain accredited investors, the Company issued 5.2 million shares of its common stock at a price of $8.50 per share, and 3.5 million shares of its Series A convertible preferred stock at a price of $8.50 per share, for gross proceeds of approximately $73.5 million and net proceeds of $68.9 million . The Series A preferred stock is a non-voting common stock equivalent and conversion of the Series A preferred stock is prohibited if the holder exceeds a specified threshold of voting security ownership. The Series A preferred stock is convertible into common stock on a one-for-one basis , subject to adjustment for events such as stock splits, combinations and the like. The Series A Preferred Stock has the right to receive dividends first or simultaneously with payment of dividends on common stock, in an amount equal to the product of (i) the dividend payable on each share of common stock and (ii) the number of shares of common stock issuable upon conversion of a share of Series A Preferred Stock. The Series A Preferred Stock has no voting rights except as required by law, as modified by the Company’s Amended and Restated Certificate of Incorporation. In the event of any liquidation or dissolution of the Company, the Series A Preferred Stock is entitled to receive $0.001 per share prior to the payment of any amount to any holders of capital stock of the Company ranking junior to the Series A Preferred Stock and thereafter shall participate pari passu with the holders of the Company’s common stock (on an as-if-converted-to-common-stock basis). During January and February 2019, 1.1 million shares of Series A convertible preferred stock were converted to 1.1 million shares of common stock. Public offering In April 2018, the Company issued, in an underwritten public offering, an aggregate of 12.8 million shares of its common stock at a price of $4.50 per share, for gross proceeds of $57.5 million and net proceeds of $53.5 million . 2018 Sales Agreement In August 2018, the Company entered into a Common Stock Sales Agreement (the “2018 Sales Agreement”) with Cowen and Company, LLC (“Cowen”), under which the Company may offer and sell from time to time at its sole discretion shares of its common stock through Cowen as its sales agent, in an aggregate amount not to exceed $75.0 million . Cowen may sell the shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on The New York Stock Exchange, and also may sell the shares in privately negotiated transactions, subject to the Company’s prior approval. The Company is obligated to pay Cowen a commission equal to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2018 Sales Agreement. During the year ended December 31, 2018, the Company issued a total of 4.3 million shares of common stock under the 2018 Sales Agreement for aggregate gross proceeds of $61.1 million and net proceeds of $58.9 million . Common stock warrants As of December 31, 2018 , the Company had outstanding warrants to purchase common stock as follows: Warrant Issuance Date Expiration Date Exercise Price Per Share Number of Shares of Common Stock Underlying Warrants Warrants issued in exchange for CombiMatrix Series F warrants November 2017 March 2021 $ 5.95 408,548 Warrants issued to lender under 2017 Loan Agreement March 2017 March 2027 $ 10.27 116,845 Warrants issued to lender under 2017 Loan Agreement - 2018 Amendments March 2018 March 2028 $ 7.02 85,482 610,875 The exercise price of warrants issued in exchange for CombiMatrix Series F warrants was determined pursuant to the terms of the Merger Agreement (See Note 4, "Business Combinations"). The CombiMatrix Series D warrants expired during the year ended December 31, 2018. The exercise price of the warrants issued to the lender under the 2017 Loan Agreement was the closing price of the Company’s common stock on the date of the agreements. During the year ended December 31, 2018 , the Company received $6.5 million from exercises 1.0 million |
Stock incentive plans
Stock incentive plans | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock incentive plans | Stock incentive plans Stock incentive plans In 2010, the Company adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors and consultants under terms and provisions established by the Board of Directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than fair market value. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market of the common stock on the grant date, as determined by the Board of Directors. The terms of options granted under the 2010 Plan may not exceed ten years . In January 2015, the Company adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which became effective upon the closing of the Company’s initial public offering (“IPO”). Shares outstanding under the 2010 Plan were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards. Options granted generally vest over a period of four years . Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the award vests upon the first anniversary of the employee’s date of hire, with the remainder of the award vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four -year vesting schedule. RSUs generally vest over a period of three years . Typically, the vesting schedule for RSUs provides that one third of the award vests upon each anniversary of the grant date. In February 2016, the Company granted PRSUs under the 2015 Plan, which PRSUs could be earned based on the achievement of specified performance conditions measured over a period of approximately 12 months . In February 2017, upon the Audit Committee’s determination of the level of achievement, 352,045 fully vested stock units were awarded to holders of PRSUs. The Company has not granted any PRSUs since 2016. Based on its evaluations of the probability of achieving performance conditions, the Company recorded stock-based compensation expense of nil , $0.4 million , and $1.9 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively, related to the PRSUs. Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share amounts and years): Shares Available For Grant Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance at December 31, 2017 2,397 4,115 $ 8.51 7.6 $ 5,128 Additional shares reserved 754 — Options granted (260 ) 260 $ 8.50 Options cancelled 169 (169 ) $ 9.35 Options exercised — (351 ) $ 7.73 RSUs granted (3,282 ) — RSUs cancelled 340 — Balance at December 31, 2018 118 3,855 $ 8.54 6.8 $ 9,927 Options exercisable at December 31, 2018 2,737 $ 8.27 6.4 $ 7,787 Options vested and expected to vest at December 31, 2018 3,710 $ 8.52 6.8 $ 9,626 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock for stock options that were in-the-money. The weighted-average fair value of options to purchase common stock granted was $4.87 , $5.82 and $6.18 in the years ended December 31, 2018 , 2017 and 2016 , respectively. The weighted-average fair value of RSUs granted was $7.46 , $10.03 and $9.80 in the years ended December 31, 2018 , 2017 and 2016 , respectively. No PRSUs were granted in the years ended December 31, 2018 or 2017 and the weighted average fair value of PRSUs granted in the year ended December 31, 2016 was $6.50 . The total grant-date fair value of options to purchase common stock vested was $5.9 million , $6.9 million and $5.6 million in the year ended December 31, 2018 , 2017 , and 2016 , respectively. The intrinsic value of options to purchase common stock exercised was $1.7 million , $2.1 million and $1.4 million in the years ended December 31, 2018 , 2017 and 2016 , respectively. The following table summarizes RSU activity for the year ended December 31, 2018 (in thousands, except per share data: Number of Shares Weighted-Average Grant Date Fair Value Balance at December 31, 2017 2,387 $ 9.91 RSUs granted 3,282 $ 7.46 RSUs vested (1,298 ) $ 8.84 RSUs cancelled (340 ) $ 8.84 Balance at December 31, 2018 4,031 $ 8.35 2015 employee stock purchase plan In January 2015, the Company adopted the 2015 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the closing of the IPO. Employees participating in the ESPP may purchase common stock at 85% of the lesser of the fair market value of common stock on the purchase date or last trading day preceding the offering date. At December 31, 2018 , cash received from payroll deductions pursuant to the ESPP was $0.6 million . The ESPP provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 and continuing through January 1, 2025. At December 31, 2018 , a total of 277,577 shares of common stock are reserved for issuance under the ESPP. Stock-based compensation The Company uses the grant date fair value of its common stock to value both employee and non-employee options when granted. The Company revalues non-employee options each reporting period using the fair market value of the Company’s common stock as of the last day of each reporting period. In determining the fair value of stock options and ESPP purchases, the Company uses the Black-Scholes option-pricing model and, for stock options, the assumptions discussed below. Each of these inputs is subjective and its determination generally requires significant judgment. The fair value of RSU and PRSU awards is based on the grant date share price. Compensation cost is recognized as expense on a straight-line basis over the vesting period for options and RSUs and on an accelerated basis for PRSUs. In 2016, the Company modified certain stock options and RSU awards. The terms of the stock option modifications included acceleration of vesting and extensions of post-termination exercise periods. The terms of the RSU award modifications included acceleration of vesting. A total of 14 employees were affected by the stock option and RSU modifications and the total incremental compensation cost relating to these modifications was $0.3 million . Expected term —The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term). Expected volatility —Because the Company was privately held until its initial public offering in February 2015 and did not have any trading history for its common stock, the Company estimates expected volatility using its own stock price volatility when available as well as the average volatility for comparable publicly traded life sciences companies, including molecular diagnostics companies, over a period equal to the expected term of stock option grants and RSUs. When selecting comparable publicly-traded biopharmaceutical companies, including molecular diagnostics companies, the Company selected companies with comparable characteristics, including enterprise value, risk profiles, position within the industry and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computed historical volatility data using daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company estimates expected volatility for ESPP purchases using its own stock price volatility over the expected six -month term ESPP purchase periods. Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. Dividend yield —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. The fair value of share-based payments for stock options granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing model based on the following assumptions: Year Ended December 31, 2018 2017 2016 Expected term (in years) 6.00 6.03 6.03 Expected volatility 59.58% 72.64% 71.42% Risk-free interest rate 2.80% 2.01% 1.37% Stock-based compensation related to stock options granted to non-employees is recognized as the stock options vest. The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option-pricing model based on the following assumptions: Year Ended December 31, 2018 2017 2016 Expected term (in years) — 8.41 – 8.83 6.25 – 10.00 Expected volatility — 69.9 – 78.70% 76.92% Risk-free interest rate — 1.83 – 2.04% 1.55 – 2.37% No stock options granted to non-employees vested during the year ended December 31, 2018. The fair value of shares purchased pursuant to the ESPP is estimated using the Black‑Scholes option pricing model. For the years ended December 31, 2018 , 2017 and 2016 , the weighted average grant date fair value per share for the ESPP was $3.26 , $2.51 and $2.66 , respectively and stock‑based compensation expense for the ESPP was $1.4 million , $1.1 million and $0.9 million , respectively. The fair value of the shares purchased pursuant to the ESPP was estimated using the following assumptions: Year Ended December 31, 2018 2017 2016 Expected term (in years) 0.5 0.5 0.5 Expected volatility 71.66% 52.50% 66.31% Risk-free interest rate 2.09% 1.23% 0.50% The following table summarizes stock-based compensation expense for the years ended December 31, 2018 , 2017 and 2016 , included in the consolidated statements of operations (in thousands): Year Ended December 31, 2018 2017 2016 Cost of revenue $ 2,960 $ 2,093 $ 1,353 Research and development 7,017 6,158 4,976 Selling and marketing 4,887 3,956 1,709 General and administrative 5,986 7,014 2,661 Total stock-based compensation expense $ 20,850 $ 19,221 $ 10,699 At December 31, 2018 , unrecognized compensation expense related to unvested stock options, net of estimated forfeitures, was $4.5 million , which the Company expects to recognize on a straight-line basis over a weighted-average period of 1.8 years . Unrecognized compensation expense related to RSUs at December 31, 2018 , net of estimated forfeitures, was $22.6 million , which the Company expects to recognize on a straight-line basis over a weighted-average period of 2.1 years . At December 31, 2018 , there was no unrecognized compensation expense related to PRSUs and no |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The Company recorded a benefit for income taxes in the years ended December 31, 2018 and 2017 . The Company did not record a provision or benefit for income taxes during the year ended December 31, 2016 . The components of net loss before taxes by U.S. and foreign jurisdictions are as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 132,194 $ 124,108 $ 99,793 Foreign (39 ) 1,128 463 Total $ 132,155 $ 125,236 $ 100,256 The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current: Foreign 62 — — Total current benefit for income taxes 62 — — Deferred: Federal (2,862 ) (1,704 ) — State — (152 ) — Total deferred benefit for income taxes (2,862 ) (1,856 ) — Total income tax benefit $ (2,800 ) $ (1,856 ) $ — The following table presents a reconciliation of the tax expense computed at the statutory federal rate and the Company’s tax expense for the periods presented: Year Ended December 31, 2018 2017 2016 U.S. federal taxes at statutory rate 21.0 % 34.0 % 34.0 % State taxes (net of federal benefit) 5.2 % 3.3 % 1.4 % Stock-based compensation (0.7 )% (1.1 )% (1.7 )% Research and development credits 2.7 % — % — % Non-deductible expenses (0.6 )% — % 0.2 % Foreign tax differential — % (0.3 )% (0.2 )% Other — % — % 1.1 % Change in valuation allowance (25.5 )% (34.4 )% (34.8 )% Change in deferred—Tax Reform — % (39.0 )% — % Change in valuation allowance—Tax Reform — % 39.0 % — % Total 2.1 % 1.5 % — % The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows (in thousands): As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 76,972 $ 70,825 Tax credits 15 15 Revenue recognition differences 47,650 29,819 Accruals and other 7,262 5,544 Gross deferred tax assets 131,899 106,203 Valuation allowance (121,954 ) (95,687 ) Total deferred tax assets 9,945 10,516 Deferred tax liabilities: Property and equipment (9,945 ) (10,516 ) Total deferred tax liabilities (9,945 ) (10,516 ) Net deferred tax assets $ — $ — On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes included among other items, a reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21% . Although the Tax Act was generally effective January 1, 2018, GAAP required recognition of the tax effects of new legislation during the reporting period that includes the enactment date, which was December 22, 2017. As a result of the lower corporate tax rate enacted as part of the Tax Act, during 2017, the Company recorded a provisional estimate to reduce deferred tax assets by $ 48.8 million offset by a corresponding reduction in the valuation allowance resulting in no net impact to the Company's income tax benefit or expense. On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. In accordance with SAB 118, during 2017, the Company recorded a provisional estimate which resulted in a $48.8 million reduction in deferred tax assets and in the fourth quarter of 2018, the Company completed its analysis of the impact of the Tax Act and determined that no material adjustments were required to the provisional amounts previously recorded. The Company has established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding realization of such assets. The Company's valuation allowance increased by $26.3 million , $2.0 million , and $33.4 million during the years ended December 31, 2018 , 2017 , and 2016 , respectively. As of December 31, 2018 , the Company had net operating loss carryforwards of approximately $318.7 million and $134.3 million available to reduce future taxable income, if any, for Federal and state income tax purposes, respectively. Of the $318.7 million , $277.3 million will begin to expire in 2030 while $41.4 million have no expiration date. The state net operating loss carryforwards will begin to expire in 2030. As of December 31, 2018 , the Company had research and development credit carryforwards of approximately $9.0 million and $7.4 million available to reduce its future tax liability, if any, for Federal and state income tax purposes, respectively. The Federal credit carryforwards begin to expire in 2030. California credit carryforwards have no expiration date. Internal Revenue Code ("IRC") section 382 places a limitation (the “Section 382 limitation” or “annual limitation”) on the amount of taxable income that can be offset by net operating loss carryforwards after a change in control (generally greater than 50% change in ownership) of a loss corporation. Similar provisions exist for states. In addition, and as a result of the acquisitions of Good Start Genetics and CombiMatrix in 2017, tax loss carryforwards from acquired entities are also subject to the Section 382 limitation due to the change in control in the acquired entities in the current year. The Company performed a section 382 analysis for Good Start Genetics and CombiMatrix and concluded that a substantial portion of the acquired operating loss and credit carryovers would expire unused as a result of annual limitations under IRC sections 382 and 383 in 2017. As a result, the federal and state operating loss and credit carryforwards acquired in connection with the Good Start Genetics and CombiMatrix acquisitions were reduced by the amount of tax attributes estimated to expire during their respective carryforward periods. In addition, as a result of equity issued in connection with its 2017 acquisitions, the Company also performed a section 382 analysis with respect to its legacy operating loss and credit carryforwards. The Company concluded while an ownership change occurred in 2017 as defined under IRC section 382, none of the Company’s legacy carryforwards would expire unused solely as a result of annual limitations imposed on the use of the carryforwards under IRC sections 382 and 383. As of December 31, 2018 , the Company had unrecognized tax benefits of $16.4 million , which primarily relates to research and development credits, none of which would currently affect the Company’s effective tax rate if recognized due to the Company’s deferred tax assets being fully offset by a valuation allowance. Unrecognized tax benefits are not expected to change in the next 12 months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, 2018 2017 2016 Unrecognized tax benefits, beginning of period $ 10,561 $ 7,791 $ 11,429 Gross increases—current period tax positions 5,686 2,552 782 Gross increases (decreases)—prior period tax positions 128 218 (4,420 ) Unrecognized tax benefits, end of period $ 16,375 $ 10,561 $ 7,791 The Company’s policy is to include penalties and interest expense related to income taxes as a component of tax expense. The Company has not accrued interest and penalties related to the unrecognized tax benefits reflected in the financial statements for the years ended December 31, 2018 , 2017 and 2016 . The Company’s major tax jurisdictions are the United States and California. All of the Company’s tax years will remain open for examination by the Federal and state tax authorities for three and four years |
Net loss per common share
Net loss per common share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net loss per common share | Net loss per share The following table presents the calculation of basic and diluted net loss per share for the years ended December 31, 2018 , 2017 and 2016 (in thousands, except per share data): Year ended December 31, 2018 2017 2016 Net loss $ (129,355 ) $ (123,380 ) $ (100,256 ) Shares used in computing net loss per share, basic and diluted 66,747 46,512 33,176 Net loss per share, basic and diluted $ (1.94 ) $ (2.65 ) $ (3.02 ) The following common stock equivalents have been excluded from diluted net loss per share for the years ended December 31, 2018 , 2017 and 2016 because their inclusion would be anti-dilutive (in thousands): Year Ended December 31, 2018 2017 2016 Shares of common stock subject to outstanding options 3,855 4,115 4,491 Shares of common stock subject to outstanding warrants 611 1,962 — Shares of common stock subject to outstanding RSUs 4,031 2,387 892 Shares of common stock subject to outstanding PRSUs — — 530 Shares of common stock pursuant to ESPP 63 59 55 Shares of common stock underlying Series A convertible preferred stock 3,459 3,459 — Total shares of common stock equivalents 12,019 11,982 5,968 |
Geographic information
Geographic information | 12 Months Ended |
Dec. 31, 2018 | |
Segments, Geographical Areas [Abstract] | |
Geographic information | Geographic information Revenue by country is determined based on the billing address of the customer and is summarized as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 138,239 $ 62,446 $ 20,758 Canada 4,206 3,226 2,526 Rest of world 5,254 2,549 1,764 Total revenue $ 147,699 $ 68,221 $ 25,048 As of December 31, 2018 and 2017 |
Selected quarterly data (unaudi
Selected quarterly data (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected quarterly data (unaudited) | Selected quarterly data (unaudited) The following table summarizes the Company's quarterly financial information for 2018 and 2017 (in thousands, except per share amounts): Three Months Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Revenue $ 27,671 $ 37,306 $ 37,366 $ 45,356 Cost of revenue $ 18,076 $ 20,447 $ 20,441 $ 21,141 Loss from operations $ (36,475 ) $ (30,068 ) $ (30,110 ) $ (25,904 ) Net loss (2) $ (36,120 ) $ (31,671 ) $ (31,723 ) $ (29,841 ) Net loss per share, basic and diluted (1) $ (0.66 ) $ (0.47 ) $ (0.45 ) $ (0.40 ) Three Months Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 Revenue $ 10,338 $ 14,336 $ 18,148 $ 25,399 Cost of revenue $ 9,329 $ 10,490 $ 13,274 $ 17,049 Loss from operations $ (27,337 ) $ (28,075 ) $ (30,976 ) $ (34,891 ) Net loss (2) $ (26,928 ) $ (28,557 ) $ (27,402 ) $ (40,493 ) Net loss per share, basic and diluted (1) $ (0.64 ) $ (0.66 ) $ (0.57 ) $ (0.78 ) ___________________________________________________________________ (1) Net loss per share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net loss per share information may not equal annual net loss per share. (2) Includes $5.3 million |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidationThe consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates and assumptions. Significant estimates and assumptions made by management include the determination of: • revenue recognition (See Note 3, “Revenue, accounts receivable and deferred revenue” for further information); • the fair value of assets acquired and liabilities assumed for business combinations; • the fair value of goodwill and intangible assets; • the recoverability of long-lived assets; • stock-based compensation expense and the fair value of awards issued; and • |
Concentrations of credit risk and other risks and uncertainties | Concentrations of credit risk and other risks and uncertainties Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. The Company’s cash and cash equivalents are held by financial institutions in the United States. Such deposits may exceed federally insured limits. Significant customers are those that represent 10% |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market funds and U.S. government agency securities. |
Marketable securities | Marketable securitiesAll marketable securities have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its marketable debt securities at the time of purchase and reevaluates such designation at each balance sheet date. Short-term marketable securities have maturities less than 365 days at the balance sheet date. Unrealized gains and losses are excluded from earnings and are reported as a component of other comprehensive loss. Realized gains and losses and declines in fair value judged to be other than temporary, if any, on available-for-sale securities are included in interest and other income (expense), net. The cost of securities sold is based on the specific-identification method. Interest on marketable securities is included in interest and other income (expense), net. |
Accounts receivable | Accounts receivableThe Company receives payment for its tests from partners, patients, institutional customers and third-party payers. |
Inventory | InventoryThe Company maintains test reagents and other consumables primarily used in sample collection kits which are valued at the lower of cost or market value. Cost is determined using actual costs on a first-in, first-out basis. |
Business combinations | Business combinations The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under Financial Accounting Standards Board (“FASB") Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity , the Company recognizes a liability equal to the fair value of the contingent payments the Company expects to make as of the acquisition date. The Company remeasures this liability each reporting period and records changes in the fair value as a component of operating expenses. |
Intangible assets | Intangible assets Amortizable intangible assets include trade names, non-compete agreements, developed technology and customer relationships acquired as part of business combinations. Customer relationships are amortized on an accelerated basis, utilizing free cash flows, over periods ranging from five to 11 years . All other intangible assets subject to amortization are amortized using the straight-line method over their estimated useful lives ranging from two to 15 years . All intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, |
Goodwill | Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other |
Leases | LeasesThe Company rents its facilities under operating lease agreements and recognizes related rent expense on a straight-line basis over the term of the applicable lease agreement. Some of the lease agreements contain rent holidays, scheduled rent increases, lease incentives, and renewal options. Rent holidays and scheduled rent increases are included in the determination of rent expense to be recorded over the lease term. Lease incentives are recognized as a reduction of rent expense on a straight-line basis over the term of the lease. Renewals are not assumed in the determination of the lease term unless they are deemed to be reasonably assured at the inception of the lease. The Company recognizes rent expense beginning on the date it obtains the legal right to use and control the leased space. |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight‑line method over the estimated useful lives of the assets, generally between three and seven years . Leasehold improvements are amortized using the straight‑line method over the shorter of the estimated useful life of the asset or the term of the lease. Amortization expense of assets acquired through capital leases is included in depreciation and amortization expense in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in the statements of operations in the period realized. The estimated useful lives of property and equipment are as follows: Furniture and fixtures 7 years Automobiles 7 years Laboratory equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of lease term or estimated useful life |
Long-lived assets | Long‑lived assetsThe Company reviews long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. |
Variable interest entity | Variable interest entityThe Company had a variable interest in a variable interest entity (“VIE”) through an investment in convertible notes issued by the VIE. The convertible notes do not provide the Company with voting rights in the VIE or with power to direct the activities of the VIE which most significantly affect its economic performance. The Company is not the VIE’s primary beneficiary and it does not consolidate the VIE. |
Fair value of financial instruments | Fair value of financial instrumentsThe Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, capital leases and debt. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to the Company, the carrying value of capital leases and debt approximate their fair values. |
Revenue recognition and cost of revenue | Revenue recognition The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. All revenues are generated from contracts with customers. Test revenue is generated primarily from the sale of tests that provide analysis and associated interpretation of the sequencing of parts of the genome. Other revenue consists primarily of revenue from genome network subscription services which is recognized on a straight-line basis over the subscription term, and revenue from collaboration agreements. Cost of revenue |
Income taxes | Income taxesThe Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. |
Stock-based compensation | Stock-based compensation The Company measures its stock-based payment awards made to employees and directors based on the estimated fair values of the awards and recognizes the compensation expense over the requisite service period. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and employee stock purchase plan (“ESPP”) purchases. The fair value of restricted stock unit (“RSU”) awards with time-based vesting terms is based on the grant date share price. The Company grants performance-based restricted stock unit (“PRSU”) awards to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service relationship with the Company. The probability of vesting is assessed at each reporting period and compensation cost is adjusted based on this probability assessment. The Company recognizes such compensation expense on an accelerated vesting method. Stock-based compensation expense for awards without a performance condition is recognized using the straight-line method. Stock-based compensation expense is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company accounts for compensation expense related to stock options granted to non-employees based on fair values estimated using the Black-Scholes option-pricing model. Stock options granted to non-employees are re-measured at each reporting date until the award is vested. |
Advertising | AdvertisingAdvertising expenses are expensed as incurred. |
Comprehensive loss | Comprehensive lossComprehensive loss is composed of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity, but are excluded from net loss. The Company’s other comprehensive income (loss) consists of unrealized gains or losses on investments in available-for-sale securities. |
Net loss per share | Net loss per shareBasic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities, consisting of preferred stock, options to purchase common stock, common stock warrants, RSUs and PRSUs, are considered to be common stock equivalents and were excluded from the calculation of diluted net loss per share because their effect would be antidilutive for all periods presented. |
Recent accounting pronouncements | Recent accounting pronouncements The Company evaluates all Accounting Standards Updates (“ASUs”) issued by the FASB for consideration of their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements. Recently issued accounting pronouncements not yet adopted In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under Accounting Standards Codification ("ASC") 606 when the counterparty is a customer. In addition, Topic 808 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. This guidance will be effective for the Company beginning January 1, 2020. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) , which replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and in July 2018 issued ASU 2018-10 , Codification Improvements to Topic 842, Leases and ASU 2018-11 , Leases (Topic 842): Targeted Improvements (the foregoing ASUs collectively referred to as “Topic 842”). Under the new guidance, lessees are required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date and also requires expanded disclosures about leasing arrangements. Topic 842 is effective for annual and interim periods beginning on or after December 15, 2018 and early adoption is permitted. Entities may initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is evaluating the final effect that Topic 842 and related standards will have on its consolidated financial statements, related disclosures and ongoing financial reporting, but expects implementation of Topic 842 to result in the recognition of material right of use assets and corresponding lease liabilities in its consolidated balance sheets as of the implementation of Topic 842 on January 1, 2019, principally relating to facilities leases. The Company does not have any material embedded leases and the implementation of Topic 842 is primarily focused on the treatment of the Company's previously identified leases. As of December 31, 2018, the Company's total future undiscounted capital lease payments were $3.5 million and future undiscounted non-cancelable minimum operating lease payments, net of subleases were $78.4 million Recently adopted accounting pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), designed to enable users of financial statements to better understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On January 1, 2018, the Company adopted the provisions of Topic 606 using the modified retrospective method. From adoption to date, the Company has recognized all its revenue from contracts with customers within the scope of Topic 606. In connection with the adoption, the Company recognized the cumulative effect of initially applying this standard as an adjustment to retained earnings on the date of adoption. Comparative information prior to the date of adoption has not been restated and continues to be reported under the accounting standards in effect for those periods. In connection with the adoption of Topic 606, the Company amended its revenue recognition policy to provide for the recognition of certain variable consideration related to diagnostic tests that was previously deferred pending cash collection. Under Topic 606, the Company records variable consideration based on an estimate of the consideration to which it will be entitled. The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. All revenues are generated from contracts with customers. Diagnostic tests The majority of the Company’s revenue is generated from genetic testing services that provide analysis and associated interpretation of the sequencing of parts of the genome. Test orders are placed under signed requisitions, and the Company often enters into contracts with institutions (e.g., hospitals and clinics) and insurance companies that include pricing provisions under which such tests are billed. Billing terms are generally net thirty days. While the transaction price of diagnostic tests is originally established either via contract or pursuant to the Company’s standard list price, the Company often provides concessions for tests billed to insurance carriers, and therefore the transaction price for patient insurance-billed tests is considered to be variable and revenue is recognized based on an estimate of the consideration to which the Company will be entitled at an amount for which it is probable that a reversal of cumulative consideration will not occur. Making these estimates requires significant judgments based upon such factors as length of payer relationship, historical payment patterns, changes in contract provisions and insurance reimbursement policies. These judgments are reviewed quarterly and revenue recognized is updated, as necessary, until the Company’s obligations are fully settled. In connection with some diagnostic test orders, the Company offers limited re-requisition rights (“Re-Requisition Rights”) that are considered distinct at contract inception, and therefore certain diagnostic test orders contain two performance obligations, the performance of the original test and the Re-Requisition Rights. When Re-Requisition Rights are granted, the Company allocates the transaction price to each performance obligation based on the relative estimated standalone selling prices. In order to comply with loss contract rules, the allocations are adjusted, if necessary, to ensure the amount deferred for Re-Requisition Rights is no less than the estimated cost of fulfilling the Company’s related obligations. The Company looks to transfer of control in assessing timing of recognition of revenue in connection with each performance obligation. In general, revenue in connection with diagnostic tests is recognized upon delivery of the underlying clinical report or when the report is made available on the Company’s web portal. Outstanding performance obligations pertaining to orders received but for which the underlying report has not been issued are generally satisfied within a thirty-day period. Revenue in connection with Re-Requisition Rights is recognized as the rights are exercised or expire unexercised, which is generally within ninety days of initial deferral. Other contracts The Company also enters into collaboration and genome network contracts. Collaboration agreements provide customers with diagnostic testing and related data aggregation reporting services that are provided over the contract term. Collaboration revenue is recognized as the testing and reporting services are delivered to the customer. Genome network offerings consist of subscription services related to a proprietary software platform designed to connect patients, clinicians, advocacy organizations, researchers and therapeutic developers to accelerate the understanding, diagnosis and treatment of hereditary disease. Such services are recognized on a straight-line basis over the subscription periods. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule significant customer, revenue as a percentage | For the significant customer, revenue as a percentage of total revenue were as follows: December 31, Customers 2018 2017 2016 Medicare 22 % 13 % 11 % |
Schedule of restrictions on cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): December 31, 2018 December 31, 2017 Cash and cash equivalents $ 112,158 $ 12,053 Restricted cash 6,006 5,406 Total cash, cash equivalents and restricted cash $ 118,164 $ 17,459 |
Schedule of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): December 31, 2018 December 31, 2017 Cash and cash equivalents $ 112,158 $ 12,053 Restricted cash 6,006 5,406 Total cash, cash equivalents and restricted cash $ 118,164 $ 17,459 |
Schedule of useful lives of property and equipment | The estimated useful lives of property and equipment are as follows: Furniture and fixtures 7 years Automobiles 7 years Laboratory equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of lease term or estimated useful life |
Revenue, accounts receivable _2
Revenue, accounts receivable and deferred revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of impact of adoption of topic 606 on condensed consolidated statement of operations and balance sheet | The effect of the adoption of Topic 606 on financial statement line items in the Company’s consolidated statement of operations for the year ended December 31, 2018 , and the Company’s consolidated balance sheet as of December 31, 2018 was as follows (in thousands, except per share amounts): Year Ended December 31, 2018 Without Effect of Adoption of Adoption As Reported Topic 606 Higher/(Lower) Test revenue $ 144,560 $ 144,222 $ 338 Net loss $ (129,355 ) $ (129,693 ) $ 338 Net loss per share, basic and diluted $ (1.94 ) $ (1.94 ) $ — As of December 31, 2018 Without Effect of Adoption of Adoption As Reported Topic 606 Higher/(Lower) Accounts receivable $ 26,296 $ 14,150 $ 12,146 Accumulated deficit $ (516,712 ) $ (528,291 ) $ 11,579 Stockholders' equity $ 161,839 $ 150,260 $ 11,579 |
Schedule of disaggregated revenue by payer category | The following table includes the Company’s revenues as disaggregated by payer category (in thousands): Year Ended December 31, 2018 2017 (1) Test revenue: Institutions $ 34,618 $ 17,238 Patient - direct 13,589 5,638 Patient - insurance 96,353 42,293 Total test revenue 144,560 65,169 Other revenue 3,139 3,052 Total revenue $ 147,699 $ 68,221 ___________________________________________________________________ (1) |
Business combinations (Tables)
Business combinations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
AltaVoice | |
Business Acquisition [Line Items] | |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 54 Accounts receivable 274 Prepaid expense and other assets 52 Non-compete agreement 286 Developed technology 570 Customer relationships 3,389 Total identifiable assets acquired 4,625 Accounts payable (28 ) Deferred revenue (202 ) Accrued expenses (21 ) Deferred tax liability (1,422 ) Total liabilities assumed (1,673 ) Net identifiable assets acquired 2,952 Goodwill 9,432 Net assets acquired $ 12,384 |
Schedule of economic benefits of intangible assets expected to be realized | Acquisition-related intangibles included in the above table are finite-lived. Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of ten years . All other acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Non-compete agreement $ 286 5 Developed technology 570 6 Customer relationships 3,389 10 $ 4,245 |
Ommdom, Inc. | |
Business Acquisition [Line Items] | |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 53 Accounts receivable 10 Prepaid expense and other assets 4 Trade name 13 Developed technology 2,335 Customer relationships 147 Total identifiable assets acquired 2,562 Accounts payable (16 ) Accrued expenses (17 ) Deferred tax liability (434 ) Total liabilities assumed (467 ) Net identifiable assets acquired 2,095 Goodwill 4,045 Net assets acquired $ 6,140 |
Schedule of economic benefits of intangible assets expected to be realized | Finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Trade name $ 13 5 Developed technology 2,335 5 Customer relationships 147 5 $ 2,495 |
Good Start Genetics | |
Business Acquisition [Line Items] | |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash and restricted cash $ 1,381 Accounts receivable 2,246 Prepaid expense and other assets 1,579 Property and equipment 1,320 Trade name 460 Developed technology 5,896 Customer relationships 7,830 Total identifiable assets acquired 20,712 Accounts payable (5,418 ) Accrued expenses (6,802 ) Notes payable (17,904 ) Convertible promissory notes payable (15,430 ) Other liabilities (222 ) Total liabilities assumed (45,776 ) Net identifiable assets acquired (25,064 ) Goodwill 25,064 Net assets acquired $ — |
Schedule of economic benefits of intangible assets expected to be realized | Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of eight years . All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Trade name $ 460 3 Developed technology 5,896 5 Customer relationships 7,830 8 $ 14,186 |
CombiMatrix | |
Business Acquisition [Line Items] | |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash and restricted cash $ 1,333 Accounts receivable 4,118 Prepaid expense and other assets 1,299 Property and equipment 437 Other assets - non current 30 Favorable leases 247 Trade name 103 Patent licensing agreement 496 Developed technology 3,162 Customer relationships 12,397 Total identifiable assets acquired 23,622 Accounts payable (276 ) Accrued expenses (3,925 ) Deferred tax liability (2,862 ) Other liabilities (180 ) Total liabilities assumed (7,243 ) Net identifiable assets acquired 16,379 Goodwill 11,554 Net assets acquired $ 27,933 |
Schedule of economic benefits of intangible assets expected to be realized | Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of eleven years . All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Favorable leases $ 247 2 Trade name 103 1 Patent licensing agreement 496 15 Developed technology 3,162 4 Customer relationships 12,397 11 $ 16,405 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill | Details of the Company’s goodwill for the year ended December 31, 2018 are as follows (in thousands): AltaVoice Ommdom Good Start CombiMatrix Total Balance as of December 31, 2017 $ 9,432 $ 4,045 $ 24,406 $ 8,692 $ 46,575 Goodwill adjustment — — 658 2,862 3,520 Balance as of December 31, 2018 $ 9,432 $ 4,045 $ 25,064 $ 11,554 $ 50,095 |
Schedule of finite-lived intangible assets | The following table presents details of the Company’s finite-lived intangible assets as of December 31, 2018 (in thousands): Cost Accumulated Amortization Net Weighted Average Useful Life (in Years) Weighted Average Estimated Remaining Useful Life (in Years) Customer relationships $ 23,763 $ (2,783 ) $ 20,980 10.0 8.6 Developed technology 11,963 (3,482 ) 8,481 4.8 3.4 Non-compete agreement 286 (114 ) 172 5.0 3.0 Trade name 576 (329 ) 247 2.7 1.4 Patent licensing agreement 496 (37 ) 459 15.0 13.9 Favorable leases 247 (117 ) 130 2.2 1.1 $ 37,331 $ (6,862 ) $ 30,469 8.2 6.8 |
Summary of estimated future amortization expense of intangible assets with finite lives | The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2018 (in thousands): Amount 2019 $ 5,250 2020 5,525 2021 5,829 2022 4,124 2023 3,111 Thereafter 6,630 Total estimated future amortization expense $ 30,469 |
Balance sheet components (Table
Balance sheet components (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of property and equipment, net | Property and equipment consisted of the following (in thousands): December 31, 2018 December 31, 2017 Leasehold improvements $ 13,034 $ 12,623 Laboratory equipment 22,149 17,705 Equipment under capital lease 7,129 11,446 Computer equipment 4,723 4,023 Software 2,594 2,520 Furniture and fixtures 784 569 Automobiles 20 20 Construction-in-progress 1,962 965 Total property and equipment, gross 52,395 49,871 Accumulated depreciation and amortization (24,509 ) (19,530 ) Total property and equipment, net $ 27,886 $ 30,341 |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2018 December 31, 2017 Accrued compensation and related expenses $ 7,917 $ 7,406 Deferred revenue 761 307 Liabilities associated with business combinations 6,460 9,497 Liability associated with co-development agreement 2,000 — Other 9,425 5,532 Total accrued liabilities $ 26,563 $ 22,742 |
Schedule of other long-term liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2018 December 31, 2017 Lease incentive obligation, non-current $ 3,280 $ 3,831 Deferred rent, non-current 5,495 5,153 Liabilities associated with business combinations — 3,779 Other non-current liabilities 181 677 Total other long-term liabilities $ 8,956 $ 13,440 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial instruments at fair value on a recurring basis | The following tables set forth the fair value of the Company’s consolidated financial instruments that were measured at fair value on a recurring basis (in thousands): December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1 Level 2 Level 3 Financial assets: Money market funds $ 93,934 $ — $ — $ 93,934 $ 93,934 $ — $ — Certificates of deposit 300 — — 300 — 300 — Commercial paper 10,908 — (1 ) 10,907 — 10,907 — U.S. treasury notes 9,990 — — 9,990 9,990 — — U.S. government agency securities 6,001 — (4 ) 5,997 — 5,997 — Total financial assets $ 121,133 $ — $ (5 ) $ 121,128 $ 103,924 $ 17,204 $ — Financial liabilities: Contingent consideration $ 4,998 $ — $ — $ 4,998 Total financial liabilities $ 4,998 $ — $ — $ 4,998 December 31, 2018 Reported as: Cash equivalents $ 101,395 Restricted cash 6,006 Marketable securities 13,727 Total cash equivalents, restricted cash, and marketable securities $ 121,128 Accrued liabilities $ 4,998 December 31, 2017 Amortized Gross Gross Estimated Level 1 Level 2 Level 3 Financial assets: Money market funds $ 5,998 $ — $ — $ 5,998 $ 5,998 $ — $ — Certificates of deposit 300 — — 300 300 — — U.S. treasury notes 12,010 — (19 ) 11,991 11,991 — — U.S. government agency securities 46,451 — (152 ) 46,299 — 46,299 — Total financial assets $ 64,759 $ — $ (171 ) $ 64,588 $ 18,289 $ 46,299 $ — Financial liabilities: Contingent consideration $ 3,779 $ — $ — $ 3,779 Total financial liabilities $ 3,779 $ — $ — $ 3,779 December 31, 2017 Reported as: Cash equivalents $ 592 Restricted cash 5,406 Marketable securities 58,590 Total cash equivalents, restricted cash, and marketable securities $ 64,588 Accrued liabilities $ 3,779 |
Schedule of Level 3 financial instruments measured at fair value on a recurring basis | The following table presents the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands): Level 3 Contingent Consideration Liability Balance as of December 31, 2017 $ 3,779 Change in estimate of fair value 1,219 Balance as of December 31, 2018 $ 4,998 |
Schedule of Carrying amount and the estimated fair value of the Company's outstanding debt | The carrying amount of the Company’s outstanding debt at December 31, 2018 approximated its fair value and as of December 31, 2017 , the Company's debt carrying amount and fair value were as follows (in thousands): December 31, 2017 Carrying Amount Fair Value Debt $ 39,084 $ 40,526 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under operating leases | Future minimum payments under non-cancelable operating leases and future minimum payments to be received from non-cancelable subleases as of December 31, 2018 are as follows (in thousands): Amounts 2019 $ 10,948 2020 10,860 2021 11,109 2022 11,067 2023 8,898 Thereafter 25,715 Future non-cancelable minimum operating lease payments 78,597 Less: minimum payments to be received from non-cancelable subleases (174 ) Total future non-cancelable minimum operating lease payments, net $ 78,423 |
Schedule of rent expense related to non-cancelable operating leases | The following table summarizes rent expense related to non-cancelable operating leases (in thousands): Year Ended December 31, 2018 2017 2016 Rent expense $ 9,720 $ 8,950 $ 8,901 Sublease income 227 398 257 Rent expense, net of sublease income $ 9,493 $ 8,552 $ 8,644 |
Schedule of future payments under loan and security agreement | Future estimated payments under the 2018 Note Purchase Agreement as of December 31, 2018 are as follows (in thousands): Amounts 2019 $ 6,654 2020 8,297 2021 8,279 2022 8,279 2023 8,279 Thereafter 89,998 Total remaining payments 129,786 Less: amount representing debt discount (721 ) Less: amount representing interest (54,588 ) Total non-current debt obligation $ 74,477 |
Schedule of future minimum lease payments under capital leases | Future payments under capital leases at December 31, 2018 were as follows (in thousands): Amounts 2019 $ 2,087 2020 1,392 2021 21 Total capital lease obligations 3,500 Less: amount representing interest (188 ) Present value of net minimum capital lease payments 3,312 Less: current portion (1,937 ) Total non-current capital lease obligations $ 1,375 |
Schedule of future payments under noncancelable unconditional purchase commitments | At December 31, 2018 , the Company’s total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were as follows (in thousands): Amount 2019 $ 3,040 2020 3,040 2021 1,440 Total $ 7,520 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of shares of common stock reserved for future issuance | As of December 31, 2018 and 2017 , the Company had reserved shares of common stock, on an as‑if converted basis, for issuance as follows (in thousands): As of December 31, 2018 2017 Options issued and outstanding 3,855 4,115 RSU awards issued and outstanding 4,031 2,387 Shares available for grant under stock option plans 118 2,397 Shares reserved for issuance under the 2015 Employee Stock Purchase Plan 278 308 Common stock underlying warrants 611 1,962 Common stock issuable upon conversion of preferred stock 3,459 3,459 Common stock underlying stock payable liabilities 132 689 Common stock payable as contingent consideration 452 551 Total 12,936 15,868 |
Schedule of outstanding warrants to purchase common stock | As of December 31, 2018 , the Company had outstanding warrants to purchase common stock as follows: Warrant Issuance Date Expiration Date Exercise Price Per Share Number of Shares of Common Stock Underlying Warrants Warrants issued in exchange for CombiMatrix Series F warrants November 2017 March 2021 $ 5.95 408,548 Warrants issued to lender under 2017 Loan Agreement March 2017 March 2027 $ 10.27 116,845 Warrants issued to lender under 2017 Loan Agreement - 2018 Amendments March 2018 March 2028 $ 7.02 85,482 610,875 |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock incentive plan | |
Schedule of activity under stock incentive plans | Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share amounts and years): Shares Available For Grant Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance at December 31, 2017 2,397 4,115 $ 8.51 7.6 $ 5,128 Additional shares reserved 754 — Options granted (260 ) 260 $ 8.50 Options cancelled 169 (169 ) $ 9.35 Options exercised — (351 ) $ 7.73 RSUs granted (3,282 ) — RSUs cancelled 340 — Balance at December 31, 2018 118 3,855 $ 8.54 6.8 $ 9,927 Options exercisable at December 31, 2018 2,737 $ 8.27 6.4 $ 7,787 Options vested and expected to vest at December 31, 2018 3,710 $ 8.52 6.8 $ 9,626 |
Summary of RSU activity | The following table summarizes RSU activity for the year ended December 31, 2018 (in thousands, except per share data: Number of Shares Weighted-Average Grant Date Fair Value Balance at December 31, 2017 2,387 $ 9.91 RSUs granted 3,282 $ 7.46 RSUs vested (1,298 ) $ 8.84 RSUs cancelled (340 ) $ 8.84 Balance at December 31, 2018 4,031 $ 8.35 |
Summary of stock based compensation expense related to stock options included in consolidated statements of operations | The following table summarizes stock-based compensation expense for the years ended December 31, 2018 , 2017 and 2016 , included in the consolidated statements of operations (in thousands): Year Ended December 31, 2018 2017 2016 Cost of revenue $ 2,960 $ 2,093 $ 1,353 Research and development 7,017 6,158 4,976 Selling and marketing 4,887 3,956 1,709 General and administrative 5,986 7,014 2,661 Total stock-based compensation expense $ 20,850 $ 19,221 $ 10,699 |
Employee Stock Option | |
Stock incentive plan | |
Schedule of assumptions used in determination of fair value of options | The fair value of share-based payments for stock options granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing model based on the following assumptions: Year Ended December 31, 2018 2017 2016 Expected term (in years) 6.00 6.03 6.03 Expected volatility 59.58% 72.64% 71.42% Risk-free interest rate 2.80% 2.01% 1.37% |
Non-Employee Options | |
Stock incentive plan | |
Schedule of assumptions used in determination of fair value of options | The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option-pricing model based on the following assumptions: Year Ended December 31, 2018 2017 2016 Expected term (in years) — 8.41 – 8.83 6.25 – 10.00 Expected volatility — 69.9 – 78.70% 76.92% Risk-free interest rate — 1.83 – 2.04% 1.55 – 2.37% |
2015 Employee Stock Purchase Plan | |
Stock incentive plan | |
Schedule of assumptions used in determination of fair value of options | The fair value of the shares purchased pursuant to the ESPP was estimated using the following assumptions: Year Ended December 31, 2018 2017 2016 Expected term (in years) 0.5 0.5 0.5 Expected volatility 71.66% 52.50% 66.31% Risk-free interest rate 2.09% 1.23% 0.50% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of loss before income taxes by U.S. and foreign jurisdictions | The components of net loss before taxes by U.S. and foreign jurisdictions are as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 132,194 $ 124,108 $ 99,793 Foreign (39 ) 1,128 463 Total $ 132,155 $ 125,236 $ 100,256 |
Schedule of components of the provision for income taxes | The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current: Foreign 62 — — Total current benefit for income taxes 62 — — Deferred: Federal (2,862 ) (1,704 ) — State — (152 ) — Total deferred benefit for income taxes (2,862 ) (1,856 ) — Total income tax benefit $ (2,800 ) $ (1,856 ) $ — |
Schedule of reconciliation of the tax expense computed at the statutory federal rate and Company's tax expense | The following table presents a reconciliation of the tax expense computed at the statutory federal rate and the Company’s tax expense for the periods presented: Year Ended December 31, 2018 2017 2016 U.S. federal taxes at statutory rate 21.0 % 34.0 % 34.0 % State taxes (net of federal benefit) 5.2 % 3.3 % 1.4 % Stock-based compensation (0.7 )% (1.1 )% (1.7 )% Research and development credits 2.7 % — % — % Non-deductible expenses (0.6 )% — % 0.2 % Foreign tax differential — % (0.3 )% (0.2 )% Other — % — % 1.1 % Change in valuation allowance (25.5 )% (34.4 )% (34.8 )% Change in deferred—Tax Reform — % (39.0 )% — % Change in valuation allowance—Tax Reform — % 39.0 % — % Total 2.1 % 1.5 % — % |
Schedule of net deferred tax assets | The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows (in thousands): As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 76,972 $ 70,825 Tax credits 15 15 Revenue recognition differences 47,650 29,819 Accruals and other 7,262 5,544 Gross deferred tax assets 131,899 106,203 Valuation allowance (121,954 ) (95,687 ) Total deferred tax assets 9,945 10,516 Deferred tax liabilities: Property and equipment (9,945 ) (10,516 ) Total deferred tax liabilities (9,945 ) (10,516 ) Net deferred tax assets $ — $ — |
Schedule of reconciliation of gross unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, 2018 2017 2016 Unrecognized tax benefits, beginning of period $ 10,561 $ 7,791 $ 11,429 Gross increases—current period tax positions 5,686 2,552 782 Gross increases (decreases)—prior period tax positions 128 218 (4,420 ) Unrecognized tax benefits, end of period $ 16,375 $ 10,561 $ 7,791 |
Net loss per common share (Tabl
Net loss per common share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table presents the calculation of basic and diluted net loss per share for the years ended December 31, 2018 , 2017 and 2016 (in thousands, except per share data): Year ended December 31, 2018 2017 2016 Net loss $ (129,355 ) $ (123,380 ) $ (100,256 ) Shares used in computing net loss per share, basic and diluted 66,747 46,512 33,176 Net loss per share, basic and diluted $ (1.94 ) $ (2.65 ) $ (3.02 ) |
Schedule of antidilutive securities excluded from computation of earnings per share | The following common stock equivalents have been excluded from diluted net loss per share for the years ended December 31, 2018 , 2017 and 2016 because their inclusion would be anti-dilutive (in thousands): Year Ended December 31, 2018 2017 2016 Shares of common stock subject to outstanding options 3,855 4,115 4,491 Shares of common stock subject to outstanding warrants 611 1,962 — Shares of common stock subject to outstanding RSUs 4,031 2,387 892 Shares of common stock subject to outstanding PRSUs — — 530 Shares of common stock pursuant to ESPP 63 59 55 Shares of common stock underlying Series A convertible preferred stock 3,459 3,459 — Total shares of common stock equivalents 12,019 11,982 5,968 |
Geographic information (Tables)
Geographic information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segments, Geographical Areas [Abstract] | |
Schedule of revenue by country | Revenue by country is determined based on the billing address of the customer and is summarized as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 138,239 $ 62,446 $ 20,758 Canada 4,206 3,226 2,526 Rest of world 5,254 2,549 1,764 Total revenue $ 147,699 $ 68,221 $ 25,048 |
Selected Quarterly Data (Unau_2
Selected Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected quarterly data | The following table summarizes the Company's quarterly financial information for 2018 and 2017 (in thousands, except per share amounts): Three Months Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Revenue $ 27,671 $ 37,306 $ 37,366 $ 45,356 Cost of revenue $ 18,076 $ 20,447 $ 20,441 $ 21,141 Loss from operations $ (36,475 ) $ (30,068 ) $ (30,110 ) $ (25,904 ) Net loss (2) $ (36,120 ) $ (31,671 ) $ (31,723 ) $ (29,841 ) Net loss per share, basic and diluted (1) $ (0.66 ) $ (0.47 ) $ (0.45 ) $ (0.40 ) Three Months Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 Revenue $ 10,338 $ 14,336 $ 18,148 $ 25,399 Cost of revenue $ 9,329 $ 10,490 $ 13,274 $ 17,049 Loss from operations $ (27,337 ) $ (28,075 ) $ (30,976 ) $ (34,891 ) Net loss (2) $ (26,928 ) $ (28,557 ) $ (27,402 ) $ (40,493 ) Net loss per share, basic and diluted (1) $ (0.64 ) $ (0.66 ) $ (0.57 ) $ (0.78 ) ___________________________________________________________________ (1) Net loss per share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net loss per share information may not equal annual net loss per share. (2) Includes $5.3 million |
Organization and description _2
Organization and description of business - Narrative (Details) gene in Thousands | 12 Months Ended |
Dec. 31, 2018Segmentgene | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of genes | gene | 20 |
Number of operating segments | Segment | 1 |
Summary of significant accoun_4
Summary of significant accounting policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Inventory | $ 8,300,000 | $ 5,400,000 | |
Intangible assets estimated useful lives | 8 years 2 months 12 days | ||
Goodwill impairment loss | $ 0 | 0 | $ 0 |
Impairment losses | 2,925,000 | 0 | 0 |
Long-lived asset impairment losses | 0 | 0 | 0 |
Advertising expense | 600,000 | $ 600,000 | 500,000 |
Future undiscounted capital lease payments | 3,500,000 | ||
Future undiscounted non-cancelable minimum operating lease payments | $ 78,423,000 | ||
Leasehold improvements | General and administrative | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Impairment losses | $ 1,000,000 | ||
Customer relationships | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets estimated useful lives | 10 years | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets estimated useful lives | 2 years | ||
Property and equipment, estimated useful lives | 3 years | ||
Minimum | Customer relationships | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets estimated useful lives | 5 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets estimated useful lives | 15 years | ||
Property and equipment, estimated useful lives | 7 years | ||
Maximum | Customer relationships | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets estimated useful lives | 11 years | ||
Revenue | Customer concentration risk | Medicare | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk (as a percent) | 22.00% | 13.00% | 11.00% |
Revenue | Customer concentration risk | Medicare | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk (as a percent) | 10.00% | ||
Accounts receivable | Customer concentration risk | Medicare | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk (as a percent) | 21.00% | 13.00% |
Summary of significant accoun_5
Summary of significant accounting policies - Schedule of significant customers, revenue as a percentage (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Customer concentration risk | Revenue | Medicare | |||
Product Information [Line Items] | |||
Concentration risk (as a percent) | 22.00% | 13.00% | 11.00% |
Summary of significant accoun_6
Summary of significant accounting policies - Schedule of cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 112,158 | $ 12,053 | ||
Restricted cash | 6,006 | 5,406 | ||
Total cash, cash equivalents and restricted cash | $ 118,164 | $ 17,459 | $ 71,522 | $ 78,069 |
Summary of significant accoun_7
Summary of significant accounting policies - Schedule of useful lives of property and equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Furniture and fixtures | |
Property and equipment | |
Useful lives | 7 years |
Automobiles | |
Property and equipment | |
Useful lives | 7 years |
Laboratory equipment | |
Property and equipment | |
Useful lives | 5 years |
Computer equipment | |
Property and equipment | |
Useful lives | 3 years |
Software | |
Property and equipment | |
Useful lives | 3 years |
Revenue, accounts receivable _3
Revenue, accounts receivable and deferred revenue - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Disaggregation of Revenue [Line Items] | ||||||||||||
Cumulative effect of accounting change | $ 11,241 | |||||||||||
Revenue recognized | $ 300 | |||||||||||
Total revenue | $ 45,356 | $ 37,366 | $ 37,306 | $ 27,671 | $ 25,399 | $ 18,148 | $ 14,336 | $ 10,338 | 147,699 | $ 68,221 | $ 25,048 | |
Loss from operations | $ (25,904) | $ (30,110) | $ (30,068) | $ (36,475) | $ (34,891) | $ (30,976) | $ (28,075) | $ (27,337) | $ (122,557) | $ (121,279) | $ (100,183) | |
Net loss per share, basic and diluted (in dollars per share) | $ (0.40) | $ (0.45) | $ (0.47) | $ (0.66) | $ (0.78) | $ (0.57) | $ (0.66) | $ (0.64) | $ (1.94) | $ (2.65) | $ (3.02) | |
Topic 606 | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Cumulative effect of accounting change | $ 11,200 | |||||||||||
Test revenue | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Total revenue | $ 144,560 | $ 65,169 | $ 24,840 | |||||||||
Test revenue | Change in estimate of revenue recognition | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Total revenue | 4,500 | |||||||||||
Loss from operations | $ 4,500 | |||||||||||
Net loss per share, basic and diluted (in dollars per share) | $ 0.07 | |||||||||||
Maximum | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Performance obligations underlying contracts period | 1 year | |||||||||||
Sales commissions amortization period | 1 year | |||||||||||
Period of payments to be received for goods or service | 1 year |
Revenue, accounts receivable _4
Revenue, accounts receivable and deferred revenue - Schedule of impact of adoption of topic 606 on condensed statement of operations and balance sheet (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Total revenue | $ 45,356 | $ 37,366 | $ 37,306 | $ 27,671 | $ 25,399 | $ 18,148 | $ 14,336 | $ 10,338 | $ 147,699 | $ 68,221 | $ 25,048 | |
Net loss | $ (29,841) | $ (31,723) | $ (31,671) | $ (36,120) | $ (40,493) | $ (27,402) | $ (28,557) | $ (26,928) | $ (129,355) | $ (123,380) | $ (100,256) | |
Net loss per share, basic and diluted (in dollars per share) | $ (0.40) | $ (0.45) | $ (0.47) | $ (0.66) | $ (0.78) | $ (0.57) | $ (0.66) | $ (0.64) | $ (1.94) | $ (2.65) | $ (3.02) | |
Accounts receivable | $ 26,296 | $ 10,422 | $ 26,296 | $ 10,422 | ||||||||
Accumulated deficit | (516,712) | (398,598) | (516,712) | (398,598) | ||||||||
Stockholders' equity | 161,839 | $ 121,794 | 161,839 | 121,794 | $ 99,074 | $ 138,376 | ||||||
Without adoption of topic 606 | Topic 606 | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Net loss | $ (129,693) | |||||||||||
Net loss per share, basic and diluted (in dollars per share) | $ (1.94) | |||||||||||
Accounts receivable | 14,150 | $ 14,150 | ||||||||||
Accumulated deficit | (528,291) | (528,291) | ||||||||||
Stockholders' equity | 150,260 | 150,260 | ||||||||||
Effect of adoption higher/lower | Topic 606 | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Net loss | $ 338 | |||||||||||
Net loss per share, basic and diluted (in dollars per share) | $ 0 | |||||||||||
Accounts receivable | 12,146 | $ 12,146 | ||||||||||
Accumulated deficit | 11,579 | 11,579 | ||||||||||
Stockholders' equity | $ 11,579 | 11,579 | ||||||||||
Test revenue | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Total revenue | 144,560 | $ 65,169 | $ 24,840 | |||||||||
Test revenue | Without adoption of topic 606 | Topic 606 | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Total revenue | 144,222 | |||||||||||
Test revenue | Effect of adoption higher/lower | Topic 606 | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Total revenue | $ 338 |
Revenue, accounts receivable _5
Revenue, accounts receivable and deferred revenue - Schedule of disaggregated revenue by payer category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 45,356 | $ 37,366 | $ 37,306 | $ 27,671 | $ 25,399 | $ 18,148 | $ 14,336 | $ 10,338 | $ 147,699 | $ 68,221 | $ 25,048 |
Test revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 144,560 | 65,169 | 24,840 | ||||||||
Test revenue | Institutions | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 34,618 | 17,238 | |||||||||
Test revenue | Patient - direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 13,589 | 5,638 | |||||||||
Test revenue | Patient - insurance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 96,353 | 42,293 | |||||||||
Other revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 3,139 | $ 3,052 | $ 208 |
Business combinations - Narrati
Business combinations - Narrative (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 | Nov. 14, 2017 | Aug. 04, 2017 | Jul. 31, 2017 | Jun. 11, 2017 | Jan. 06, 2017 | Jan. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets estimated useful lives | 8 years 2 months 12 days | |||||||||||||
Goodwill | $ 50,095,000 | $ 46,575,000 | ||||||||||||
Decrease in accounts receivable | (5,291,000) | (1,963,000) | $ (843,000) | |||||||||||
Goodwill adjustment | $ 3,520,000 | |||||||||||||
Non-compete agreement | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets estimated useful lives | 5 years | |||||||||||||
Customer relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets estimated useful lives | 10 years | |||||||||||||
Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets estimated useful lives | 15 years | |||||||||||||
Maximum | Customer relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets estimated useful lives | 11 years | |||||||||||||
AltaVoice | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Total purchase consideration | $ 12,400,000 | |||||||||||||
Payment through issuance of shares company's common stock | 5,500,000 | |||||||||||||
Contingently payable amount | $ 5,000,000 | |||||||||||||
Purchase consideration, second payment discounted and recorded as liability | 4,700,000 | |||||||||||||
Change in fair value of contingent consideration | 2,200,000 | |||||||||||||
Goodwill acquired | $ 9,400,000 | |||||||||||||
Goodwill | 9,432,000 | 9,432,000 | 9,432,000 | |||||||||||
Goodwill adjustment | $ 0 | |||||||||||||
Deferred tax liability | $ 1,422,000 | |||||||||||||
AltaVoice | Non-compete agreement | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets estimated useful lives | 5 years | 10 years | ||||||||||||
AltaVoice | Customer relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets estimated useful lives | 10 years | |||||||||||||
AltaVoice | Other (income) expense | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accretion gains (losses) | $ 1,600,000 | (200,000) | ||||||||||||
AltaVoice | General and administrative | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Change in estimate of fair value | 1,200,000 | 1,600,000 | ||||||||||||
AltaVoice | Milestone Based on Certain Threshold of Revenue Achieved During 2017 [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Common stock issued, value | 5,000,000 | |||||||||||||
AltaVoice | Scenario, forecast | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent consideration, revenue target for payout | $ 14,000,000 | |||||||||||||
Contingent consideration, revenue target (as a percent) | 75.00% | |||||||||||||
Contingent consideration, amount deducted on revenue target | $ 5,500,000 | |||||||||||||
Business combination possible payout amount | 5,000,000 | |||||||||||||
AltaVoice | Scenario, forecast | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Common stock issued, value | $ 5,000,000 | |||||||||||||
AltaVoice | Common stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment through issuance of shares company's common stock | 5,000,000 | $ 5,500,000 | ||||||||||||
Common stock issued (in shares) | 641,126 | 716,332 | ||||||||||||
Common stock issued, value | $ 5,000,000 | |||||||||||||
AltaVoice | Common stock | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingently payable amount | 5,000,000 | |||||||||||||
Ommdom, Inc. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Total purchase consideration | $ 6,100,000 | |||||||||||||
Payment through issuance of shares company's common stock | 5,500,000 | |||||||||||||
Purchase consideration, second payment discounted and recorded as liability | 600,000 | |||||||||||||
Hold-back consideration amount | 600,000 | |||||||||||||
Goodwill | 4,045,000 | 4,045,000 | 4,045,000 | |||||||||||
Goodwill adjustment | 0 | |||||||||||||
Deferred tax liability | $ 434,000 | |||||||||||||
Ommdom, Inc. | Customer relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets estimated useful lives | 5 years | |||||||||||||
Ommdom, Inc. | Common stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment through issuance of shares company's common stock | $ 5,500,000 | |||||||||||||
Common stock issued (in shares) | 600,108 | |||||||||||||
Hold-back consideration amount | $ 600,000 | |||||||||||||
Common stock issued, related to hold back (in shares) | 66,582 | 66,582 | ||||||||||||
Good Start Genetics | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Total purchase consideration | $ 24,400,000 | |||||||||||||
Percentage of diluted interest acquired | 100.00% | |||||||||||||
Goodwill | $ 25,064,000 | 25,064,000 | 24,406,000 | |||||||||||
Cash consideration | 18,400,000 | |||||||||||||
Provisional deferred tax liability | $ 4,800,000 | |||||||||||||
Decrease in accounts receivable | 700,000 | |||||||||||||
Goodwill adjustment | $ 658,000 | |||||||||||||
Good Start Genetics | Customer relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets estimated useful lives | 8 years | 8 years | ||||||||||||
Good Start Genetics | Common stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Hold-back consideration amount | $ 3,600,000 | |||||||||||||
Common stock issued, related to hold back (in shares) | 343,986 | 212,260 | ||||||||||||
Equity interests issued for settlement of convertible debt | $ 11,900,000 | |||||||||||||
Equity interests issued for settlement of convertible debt (in shares) | 1,148,283 | |||||||||||||
Remaining hold-back amount payable to settle outstanding claims | $ 1,300,000 | |||||||||||||
Remaining hold back amount payable to settle bonuses | 200,000 | |||||||||||||
Good Start Genetics | Common stock | General and administrative | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment through issuance of shares company's common stock | $ 900,000 | |||||||||||||
Common stock issued (in shares) | 83,025 | |||||||||||||
Payment by issuance of common stock to settle bonuses | $ 400,000 | |||||||||||||
Issuance of common stock to settle bonuses (in shares) | 37,406 | 27,784 | ||||||||||||
CombiMatrix | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Common stock issued (in shares) | 2,703,389 | |||||||||||||
Goodwill | $ 11,554,000 | 11,554,000 | $ 8,692,000 | |||||||||||
Goodwill adjustment | 2,862,000 | |||||||||||||
Trailing average share value (in dollars per share) | $ 9.491 | |||||||||||||
Deferred tax liability | $ 2,862,000 | $ 2,900,000 | ||||||||||||
CombiMatrix | Series F Preferred Stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment through issuance of shares company's common stock | $ 100,000 | |||||||||||||
Common stock issued (in shares) | 3,144 | |||||||||||||
CombiMatrix | Series F Warrants | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment through issuance of shares company's common stock | $ 7,400,000 | |||||||||||||
Common stock issued (in shares) | 1,739,689 | |||||||||||||
CombiMatrix | Series D Warrants | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment through issuance of shares company's common stock | $ 1,000 | |||||||||||||
Common stock issued (in shares) | 337,584 | |||||||||||||
CombiMatrix | Restricted Stock Units (RSUs) | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment through issuance of shares company's common stock | $ 700,000 | |||||||||||||
Common stock issued (in shares) | 85,219 | |||||||||||||
CombiMatrix | Shares of common stock subject to outstanding options | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment through issuance of shares company's common stock | $ 100,000 | |||||||||||||
Common stock issued (in shares) | 3,323 | |||||||||||||
CombiMatrix | Common stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination common stock conversion ratio | 86.92% | |||||||||||||
CombiMatrix | Shares of common stock subject to outstanding warrants | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Common stock issued (in shares) | 2,077,273 | |||||||||||||
CombiMatrix | Customer relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets estimated useful lives | 11 years | 11 years | ||||||||||||
CombiMatrix | General and administrative | Common stock | Restricted Stock Units (RSUs) | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment through issuance of shares company's common stock | $ 1,700,000 | |||||||||||||
Common stock issued (in shares) | 214,976 | |||||||||||||
CombiMatrix | Common stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment through issuance of shares company's common stock | $ 20,500,000 | |||||||||||||
Common stock issued (in shares) | 2,611,703 | |||||||||||||
CombiMatrix | Common stock | General and administrative | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment through issuance of shares company's common stock | $ 200,000 | |||||||||||||
Common stock issued (in shares) | 22,966 | |||||||||||||
Subsequent event | Good Start Genetics | Common stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Hold-back consideration amount | $ 600,000 | |||||||||||||
Subsequent event | Good Start Genetics | Common stock | General and administrative | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment by issuance of common stock to settle bonuses | $ 100,000 |
Business combinations - Summary
Business combinations - Summary of fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 14, 2017 | Aug. 04, 2017 | Jun. 11, 2017 | Jan. 06, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 50,095 | $ 46,575 | ||||
AltaVoice | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 54 | |||||
Accounts receivable | 274 | |||||
Prepaid expense and other assets | 52 | |||||
Total identifiable assets acquired | 4,625 | |||||
Accounts payable | (28) | |||||
Deferred revenue | (202) | |||||
Accrued expenses | (21) | |||||
Deferred tax liability | (1,422) | |||||
Total liabilities assumed | (1,673) | |||||
Net identifiable assets acquired | 2,952 | |||||
Goodwill | 9,432 | 9,432 | 9,432 | |||
Net assets acquired | 12,384 | |||||
AltaVoice | Non-compete agreement | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 286 | |||||
AltaVoice | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 570 | |||||
AltaVoice | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | $ 3,389 | |||||
Ommdom, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 53 | |||||
Accounts receivable | 10 | |||||
Prepaid expense and other assets | 4 | |||||
Total identifiable assets acquired | 2,562 | |||||
Accounts payable | (16) | |||||
Accrued expenses | (17) | |||||
Deferred tax liability | (434) | |||||
Total liabilities assumed | (467) | |||||
Net identifiable assets acquired | 2,095 | |||||
Goodwill | 4,045 | 4,045 | 4,045 | |||
Net assets acquired | 6,140 | |||||
Ommdom, Inc. | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 13 | |||||
Ommdom, Inc. | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 2,335 | |||||
Ommdom, Inc. | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | $ 147 | |||||
Good Start Genetics | ||||||
Business Acquisition [Line Items] | ||||||
Cash and restricted cash | $ 1,381 | |||||
Accounts receivable | 2,246 | |||||
Prepaid expense and other assets | 1,579 | |||||
Property and equipment | 1,320 | |||||
Total identifiable assets acquired | 20,712 | |||||
Accounts payable | (5,418) | |||||
Accrued expenses | (6,802) | |||||
Notes payable | (17,904) | |||||
Convertible promissory notes payable | (15,430) | |||||
Other liabilities | (222) | |||||
Total liabilities assumed | (45,776) | |||||
Net identifiable assets acquired | (25,064) | |||||
Goodwill | 25,064 | 24,406 | 25,064 | |||
Net assets acquired | 0 | |||||
Good Start Genetics | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 460 | |||||
Good Start Genetics | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 5,896 | |||||
Good Start Genetics | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | $ 7,830 | |||||
CombiMatrix | ||||||
Business Acquisition [Line Items] | ||||||
Cash and restricted cash | $ 1,333 | |||||
Accounts receivable | 4,118 | |||||
Prepaid expense and other assets | 1,299 | |||||
Property and equipment | 437 | |||||
Other assets - non current | 30 | |||||
Total identifiable assets acquired | 23,622 | |||||
Accounts payable | (276) | |||||
Accrued expenses | (3,925) | |||||
Deferred tax liability | (2,900) | (2,862) | ||||
Other liabilities | (180) | |||||
Total liabilities assumed | (7,243) | |||||
Net identifiable assets acquired | 16,379 | |||||
Goodwill | $ 11,554 | $ 8,692 | 11,554 | |||
Net assets acquired | 27,933 | |||||
CombiMatrix | Favorable leases | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 247 | |||||
CombiMatrix | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 103 | |||||
CombiMatrix | Patent licensing agreement | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 496 | |||||
CombiMatrix | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 3,162 | |||||
CombiMatrix | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | $ 12,397 |
Business combinations - Schedul
Business combinations - Schedule of economic benefits of intangible assets expected to be realized (Details) - USD ($) $ in Thousands | Nov. 14, 2017 | Aug. 04, 2017 | Jun. 11, 2017 | Jan. 06, 2017 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 37,331 | ||||
Intangible assets estimated useful lives | 8 years 2 months 12 days | ||||
Non-compete agreement | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 286 | ||||
Intangible assets estimated useful lives | 5 years | ||||
Trade name | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 576 | ||||
Intangible assets estimated useful lives | 2 years 8 months 12 days | ||||
Patent licensing agreement | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 496 | ||||
Intangible assets estimated useful lives | 15 years | ||||
Developed technology | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 11,963 | ||||
Intangible assets estimated useful lives | 4 years 9 months 18 days | ||||
Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 23,763 | ||||
Intangible assets estimated useful lives | 10 years | ||||
AltaVoice | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 4,245 | ||||
AltaVoice | Non-compete agreement | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 286 | ||||
Intangible assets estimated useful lives | 5 years | 10 years | |||
AltaVoice | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 570 | ||||
Intangible assets estimated useful lives | 6 years | ||||
AltaVoice | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 3,389 | ||||
Intangible assets estimated useful lives | 10 years | ||||
Ommdom, Inc. | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 2,495 | ||||
Ommdom, Inc. | Trade name | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 13 | ||||
Intangible assets estimated useful lives | 5 years | ||||
Ommdom, Inc. | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 2,335 | ||||
Intangible assets estimated useful lives | 5 years | ||||
Ommdom, Inc. | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 147 | ||||
Intangible assets estimated useful lives | 5 years | ||||
Good Start Genetics | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 14,186 | ||||
Good Start Genetics | Trade name | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 460 | ||||
Intangible assets estimated useful lives | 3 years | ||||
Good Start Genetics | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 5,896 | ||||
Intangible assets estimated useful lives | 5 years | ||||
Good Start Genetics | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 7,830 | ||||
Intangible assets estimated useful lives | 8 years | 8 years | |||
CombiMatrix | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 16,405 | ||||
CombiMatrix | Favorable leases | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 247 | ||||
Intangible assets estimated useful lives | 2 years | ||||
CombiMatrix | Trade name | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 103 | ||||
Intangible assets estimated useful lives | 1 year | ||||
CombiMatrix | Patent licensing agreement | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 496 | ||||
Intangible assets estimated useful lives | 15 years | ||||
CombiMatrix | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 3,162 | ||||
Intangible assets estimated useful lives | 4 years | ||||
CombiMatrix | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Gross Purchased Intangible Assets | $ 12,397 | ||||
Intangible assets estimated useful lives | 11 years | 11 years |
Goodwill and intangible asset_2
Goodwill and intangible assets - Summary of goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
December 31, 2017 | $ 46,575 |
Goodwill adjustment | 3,520 |
December 31, 2018 | 50,095 |
AltaVoice | |
Goodwill [Roll Forward] | |
December 31, 2017 | 9,432 |
Goodwill adjustment | 0 |
December 31, 2018 | 9,432 |
Ommdom | |
Goodwill [Roll Forward] | |
December 31, 2017 | 4,045 |
Goodwill adjustment | 0 |
December 31, 2018 | 4,045 |
Good Start | |
Goodwill [Roll Forward] | |
December 31, 2017 | 24,406 |
Goodwill adjustment | 658 |
December 31, 2018 | 25,064 |
CombiMatrix | |
Goodwill [Roll Forward] | |
December 31, 2017 | 8,692 |
Goodwill adjustment | 2,862 |
December 31, 2018 | $ 11,554 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Narrative (Details) - USD ($) $ in Thousands | Nov. 14, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | ||||
Goodwill adjustment | $ 3,520 | |||
Intangible assets estimated useful lives | 8 years 2 months 12 days | |||
Amortization expense | $ 5,000 | $ 1,800 | ||
Minimum | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 2 years | |||
Maximum | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 15 years | |||
Customer relationships | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 10 years | |||
Customer relationships | Minimum | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 5 years | |||
Customer relationships | Maximum | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 11 years | |||
CombiMatrix | ||||
Goodwill [Line Items] | ||||
Goodwill adjustment | $ 2,862 | |||
CombiMatrix | Customer relationships | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 11 years | 11 years |
Goodwill and intangible asset_4
Goodwill and intangible assets - Schedule of finite-lived intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 37,331 | |
Accumulated Amortization | (6,862) | |
Net | $ 30,469 | $ 35,516 |
Weighted Average Useful Life (in Years) | 8 years 2 months 12 days | |
Weighted Average Estimated Remaining Useful Life (in Years) | 6 years 9 months 18 days | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 23,763 | |
Accumulated Amortization | (2,783) | |
Net | $ 20,980 | |
Weighted Average Useful Life (in Years) | 10 years | |
Weighted Average Estimated Remaining Useful Life (in Years) | 8 years 7 months 6 days | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 11,963 | |
Accumulated Amortization | (3,482) | |
Net | $ 8,481 | |
Weighted Average Useful Life (in Years) | 4 years 9 months 18 days | |
Weighted Average Estimated Remaining Useful Life (in Years) | 3 years 4 months 24 days | |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 286 | |
Accumulated Amortization | (114) | |
Net | $ 172 | |
Weighted Average Useful Life (in Years) | 5 years | |
Weighted Average Estimated Remaining Useful Life (in Years) | 3 years | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 576 | |
Accumulated Amortization | (329) | |
Net | $ 247 | |
Weighted Average Useful Life (in Years) | 2 years 8 months 12 days | |
Weighted Average Estimated Remaining Useful Life (in Years) | 1 year 4 months 24 days | |
Patent licensing agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 496 | |
Accumulated Amortization | (37) | |
Net | $ 459 | |
Weighted Average Useful Life (in Years) | 15 years | |
Weighted Average Estimated Remaining Useful Life (in Years) | 13 years 10 months 24 days | |
Favorable leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 247 | |
Accumulated Amortization | (117) | |
Net | $ 130 | |
Weighted Average Useful Life (in Years) | 2 years 2 months 12 days | |
Weighted Average Estimated Remaining Useful Life (in Years) | 1 year 1 month 6 days |
Goodwill and intangible asset_5
Goodwill and intangible assets - Summary of estimated future amortization expense of intangible assets with finite lives (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 5,250 | |
2,020 | 5,525 | |
2,021 | 5,829 | |
2,022 | 4,124 | |
2,023 | 3,111 | |
Thereafter | 6,630 | |
Net | $ 30,469 | $ 35,516 |
Balance sheet components - Prop
Balance sheet components - Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and equipment | |||
Total property and equipment, gross | $ 52,395 | $ 49,871 | |
Accumulated depreciation and amortization | (24,509) | (19,530) | |
Total property and equipment, net | 27,886 | 30,341 | |
Depreciation | 8,500 | 7,200 | $ 6,600 |
Leasehold improvements | |||
Property and equipment | |||
Total property and equipment, gross | 13,034 | 12,623 | |
Laboratory equipment | |||
Property and equipment | |||
Total property and equipment, gross | 22,149 | 17,705 | |
Equipment under capital lease | |||
Property and equipment | |||
Total property and equipment, gross | 7,129 | 11,446 | |
Computer equipment | |||
Property and equipment | |||
Total property and equipment, gross | 4,723 | 4,023 | |
Software | |||
Property and equipment | |||
Total property and equipment, gross | 2,594 | 2,520 | |
Furniture and fixtures | |||
Property and equipment | |||
Total property and equipment, gross | 784 | 569 | |
Automobiles | |||
Property and equipment | |||
Total property and equipment, gross | 20 | 20 | |
Construction-in-progress | |||
Property and equipment | |||
Total property and equipment, gross | $ 1,962 | $ 965 |
Balance sheet components - Accr
Balance sheet components - Accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related expenses | $ 7,917 | $ 7,406 |
Deferred revenue | 761 | 307 |
Liabilities associated with business combinations | 6,460 | 9,497 |
Liability associated with co-development agreement | 2,000 | 0 |
Other | 9,425 | 5,532 |
Total accrued liabilities | $ 26,563 | $ 22,742 |
Balance sheet components - Othe
Balance sheet components - Other long-term liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Lease incentive obligation, non-current | $ 3,280 | $ 3,831 |
Deferred rent, non-current | 5,495 | 5,153 |
Liabilities associated with business combinations | 0 | 3,779 |
Other non-current liabilities | 181 | 677 |
Total other long-term liabilities | $ 8,956 | $ 13,440 |
Fair value measurements - Finan
Fair value measurements - Financial instruments at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, amortized cost | $ 121,133 | $ 64,759 |
Cash equivalents, restricted cash and marketable securities, gross unrealized loss before tax | (5) | (171) |
Cash equivalents, restricted cash and marketable securities, estimated fair value | 121,128 | 64,588 |
Cash equivalents | 101,395 | 592 |
Restricted cash | 6,006 | 5,406 |
Marketable securities | 13,727 | 58,590 |
Accrued liabilities | 26,563 | 22,742 |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 121,128 | 64,588 |
Total financial liabilities | 4,998 | 3,779 |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 103,924 | 18,289 |
Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 17,204 | 46,299 |
Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 4,998 | 3,779 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, amortized cost | 93,934 | 5,998 |
Money market funds | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 93,934 | 5,998 |
Money market funds | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 93,934 | 5,998 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, amortized cost | 300 | 300 |
Certificates of deposit | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 300 | 300 |
Certificates of deposit | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 0 | 300 |
Certificates of deposit | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 300 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, amortized cost | 10,908 | |
Cash equivalents, restricted cash and marketable securities, gross unrealized loss before tax | (1) | |
Commercial paper | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 10,907 | |
Commercial paper | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 0 | |
Commercial paper | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 10,907 | |
U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, amortized cost | 9,990 | 12,010 |
Cash equivalents, restricted cash and marketable securities, gross unrealized loss before tax | (19) | |
U.S. treasury notes | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 9,990 | 11,991 |
U.S. treasury notes | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 9,990 | 11,991 |
U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, amortized cost | 6,001 | 46,451 |
Cash equivalents, restricted cash and marketable securities, gross unrealized loss before tax | (4) | (152) |
U.S. government agency securities | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 5,997 | 46,299 |
U.S. government agency securities | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, restricted cash and marketable securities, estimated fair value | 5,997 | 46,299 |
Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued liabilities | 4,998 | 3,779 |
Contingent consideration | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 4,998 | 3,779 |
Contingent consideration | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | $ 4,998 | $ 3,779 |
Fair value measurements - Narra
Fair value measurements - Narrative (Details) - USD ($) | Jan. 06, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 31, 2017 |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Transfers of assets and liabilities between Level 1, Level 2 and Level 3 | $ 0 | $ 0 | |||||
Total fair value of investments with unrealized losses | 13,400,000 | ||||||
Available-for-sale securities gross realized gain (loss) | 0 | $ 0 | $ 0 | ||||
AltaVoice | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Contingently payable amount | $ 5,000,000 | ||||||
Increase in fair value of contingent consideration | $ 2,200,000 | ||||||
AltaVoice | Common stock | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Common stock issued, value | $ 5,000,000 | ||||||
AltaVoice | Maximum | Common stock | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Contingently payable amount | 5,000,000 | ||||||
AltaVoice | Maximum | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | Scenario, forecast | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Common stock issued, value | $ 5,000,000 | ||||||
AltaVoice | Minimum | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | Scenario, forecast | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Contingent revenue threshold | $ 10,000,000 | ||||||
Contingent consideration | AltaVoice | Level 3 | Recurring basis | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Estimated fair value for contingent consideration | $ 2,200,000 | ||||||
Increase in fair value of contingent consideration | $ 2,800,000 |
Fair value measurements - Level
Fair value measurements - Level 3 financial instruments measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
AltaVoice | General and administrative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in estimate of fair value | $ 1,200 | $ 1,600 |
AltaVoice | General and administrative | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in estimate of fair value | 1,219 | |
Contingent consideration | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
December 31, 2017 | 3,779 | |
December 31, 2018 | $ 4,998 | $ 3,779 |
Fair value measurements - Carry
Fair value measurements - Carrying amount and the estimated fair value of the Company's outstanding debt (Details) - Recurring basis - Level 2 $ in Thousands | Dec. 31, 2017USD ($) |
Carrying Amount | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt | $ 39,084 |
Fair Value | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt | $ 40,526 |
Investment in privately held _2
Investment in privately held company (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
KEW | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Loss on license agreement | $ 2.9 |
Commitments and contingencies -
Commitments and contingencies - Operating leases narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2015 |
Operating Leased Assets [Line Items] | ||
Total minimum lease payments | $ 78,597 | |
Office Facility In San Francisco | New leases | ||
Operating Leased Assets [Line Items] | ||
Additional term of lease | 10 years | |
Lease term | 10 years | |
Security deposit | $ 4,600 | |
Lease incentive in form of lease improvements | $ 5,200 | |
Total minimum lease payments | $ 57,800 |
Commitments and contingencies_2
Commitments and contingencies - Schedule of future minimum payments under operating leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 10,948 |
2,020 | 10,860 |
2,021 | 11,109 |
2,022 | 11,067 |
2,023 | 8,898 |
Thereafter | 25,715 |
Future non-cancelable minimum operating lease payments | 78,597 |
Less: minimum payments to be received from non-cancelable subleases | (174) |
Total future non-cancelable minimum operating lease payments, net | $ 78,423 |
Commitments and contingencies_3
Commitments and contingencies - Schedule of rent expense related to non-cancelable operating leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 9,720 | $ 8,950 | $ 8,901 |
Sublease income | 227 | 398 | 257 |
Rent expense, net of sublease income | $ 9,493 | $ 8,552 | $ 8,644 |
Commitments and contingencies_4
Commitments and contingencies - Debt financing narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2020 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | ||||||||
Debt extinguishment costs | $ 4,609,000 | $ 0 | $ 0 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock issued pursuant to Securities Purchase Agreement (see Note 9) | $ 5,353,000 | |||||||
Note Purchase Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 200,000,000 | |||||||
Debt instrument, term | 7 years | |||||||
Debt instrument, interest rate, stated percentage | 8.75% | 8.75% | ||||||
Internal rate of return percentage | 11.00% | |||||||
Debt instrument, average effective interest rate | 10.60% | |||||||
Note Purchase Agreement | Payment made within 12 months after closing date | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans, fee percentage of funded draw | 117.50% | |||||||
Note Purchase Agreement | Payment made within 24 months after closing date | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans, fee percentage of funded draw | 132.50% | |||||||
Note Purchase Agreement | Payment made within 36 months after closing date | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans, fee percentage of funded draw | 145.00% | |||||||
Note Purchase Agreement | Scenario, forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of net annual revenue receivable by purchasers in addition to interest, beginning on January 1, 2020 | 0.50% | |||||||
Maximum net annual revenue receivable by purchasers in addition to interest, beginning on January 1, 2020 | $ 1,600,000 | |||||||
Loan and Security Agreement | Initial term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, borrowing amount | $ 40,000,000 | |||||||
Net proceeds from term loan | 39,700,000 | |||||||
Loan and Security Agreement | Second Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, borrowing amount | $ 20,000,000 | |||||||
Net proceeds from term loan | $ 19,800,000 | |||||||
Loan and Security Agreement | Third Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, borrowing amount | $ 20,000,000 | $ 20,000,000 | ||||||
Loan and Security Agreement | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, line fee percentage on unused commitment amount | 1.00% | 1.00% | ||||||
Term loan, line fee on unused commitment amount | $ 200,000 | $ 200,000 | ||||||
Term loans, variable interest rate | 7.73% | |||||||
Term loans, index interest rate, minimum | 0.77% | |||||||
Term loans, frequency of periodic payment | monthly | |||||||
Term loans, floor interest rate | 8.50% | |||||||
Term loans, fee percentage of funded draw | 5.00% | |||||||
Term loans, facility fee percentage | 0.50% | |||||||
Warrants issued to acquire shares, percentage of funded amount | 3.00% | |||||||
Warrants issued to purchase shares of common stock (in shares) | 116,845 | |||||||
Warrants issued to purchase common stock exercise price (in dollars per share) | $ 10.27 | |||||||
Fair value of warrant | $ 700,000 | |||||||
Repayments of Long-term Debt | $ 64,700,000 | 75,000,000 | ||||||
Debt extinguishment costs | $ 5,300,000 | |||||||
Debt issuance cost | 700,000 | |||||||
Interest expense | $ 6,700,000 | $ 3,500,000 | $ 300,000 | |||||
Loan and Security Agreement | Secured Debt | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans, prepayment fee percentage of outstanding balance | 1.00% | |||||||
Loan and Security Agreement | Secured Debt | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans, prepayment fee percentage of outstanding balance | 3.00% | |||||||
Loan and Security Agreement | Secured Debt | Second Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued to purchase shares of common stock (in shares) | 85,482 | |||||||
Warrants issued to purchase common stock exercise price (in dollars per share) | $ 7.02 | |||||||
Fair value of warrant | $ 400,000 | |||||||
Warrants term | 10 years | |||||||
Initial sale of notes | Note Purchase Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 75,000,000 | |||||||
Proceeds from Notes Payable | $ 10,300,000 | |||||||
Common stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock issued during period (in shares) | 17,103,000 | 8,433,000 | ||||||
Common stock | Note Purchase Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock issued during period (in shares) | 373,524 | |||||||
Shares issued price per share (in dollars per share) | $ 13.39 | |||||||
Common stock issued pursuant to Securities Purchase Agreement (see Note 9) | $ 5,000,000 | |||||||
Fair value of common stock | $ 5,400,000 |
Commitments and contingencies_5
Commitments and contingencies - Schedule of future payments under loan and security agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Future payments under the Loan Agreement | ||
2,019 | $ 6,654 | |
2,020 | 8,297 | |
2,021 | 8,279 | |
2,022 | 8,279 | |
2,023 | 8,279 | |
Thereafter | 89,998 | |
Total remaining payments | 129,786 | |
Less: amount representing debt discount | (721) | |
Less: amount representing interest | (54,588) | |
Total non-current debt obligation | $ 74,477 | $ 39,084 |
Commitments and contingencies_6
Commitments and contingencies - Capital leases narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Capital Leased Assets [Line Items] | |||
Lease term | 3 years | ||
Interest expense | $ 300 | $ 200 | $ 100 |
Total property and equipment, gross | 52,395 | 49,871 | |
Accumulated depreciation and amortization | 2,000 | 3,000 | |
Equipment under capital lease | |||
Capital Leased Assets [Line Items] | |||
Total property and equipment, gross | $ 7,129 | $ 11,446 |
Commitments and contingencies_7
Commitments and contingencies - Schedule of future minimum lease payments under capital leases (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Future payments under the capital lease | ||
2,019 | $ 2,087 | |
2,020 | 1,392 | |
2,021 | 21 | |
Total capital lease obligations | 3,500 | |
Less: amount representing interest | (188) | |
Present value of net minimum capital lease payments | 3,312 | |
Less: current portion | (1,937) | $ (2,039) |
Total non-current capital lease obligations | $ 1,375 | $ 3,373 |
Commitments and contingencies_8
Commitments and contingencies - Schedule of future payments under noncancelable unconditional purchase commitments (Details) - Service agreements and laboratory supplies $ in Thousands | Dec. 31, 2018USD ($) |
Long-term Purchase Commitment [Line Items] | |
2,019 | $ 3,040 |
2,020 | 3,040 |
2,021 | 1,440 |
Total | $ 7,520 |
Commitments and contingencies_9
Commitments and contingencies - Other commitments narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Other Commitments [Line Items] | ||
Registration payment arrangement term | P12M | |
Accrued liabilities | $ 26,563 | $ 22,742 |
Co Development Agreement | ||
Other Commitments [Line Items] | ||
Right of refusal fees related to acquisition agreement | 3,000 | |
Payment of refusal fees related to the acquisition agreement | 1,000 | |
Accrued liabilities | $ 2,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of shares of common stock reserved for future issuance (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock | ||
Common stock reserved for future issuance (in shares) | 12,936,000 | 15,868,000 |
Convertible Preferred Stock | ||
Class of Stock | ||
Common stock reserved for future issuance (in shares) | 3,459,000 | 3,459,000 |
Stock Payable Liabilities | ||
Class of Stock | ||
Common stock reserved for future issuance (in shares) | 132,000 | 689,000 |
Payable as Contingent Consideration | ||
Class of Stock | ||
Common stock reserved for future issuance (in shares) | 452,000 | 551,000 |
Shares of common stock subject to outstanding warrants | ||
Class of Stock | ||
Number of shares of common stock underlying warrants (in shares) | 611,000 | 1,962,000 |
Shares of common stock subject to outstanding RSUs | ||
Class of Stock | ||
RSU awards issued and outstanding (in shares) | 4,031,000 | 2,387,000 |
Stock incentive plans | Employee Stock Option | ||
Class of Stock | ||
Options issued and outstanding (in shares) | 3,855,000 | 4,115,000 |
Shares available for grant under stock options plans (in shares) | 118,000 | 2,397,000 |
2015 Employee Stock Purchase Plan | ||
Class of Stock | ||
Common stock reserved for future issuance (in shares) | 277,577 | 308,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||
Aug. 31, 2018 | Apr. 30, 2018 | Aug. 31, 2017 | Feb. 28, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock | $ 17,511 | $ 74,619 | $ 3,134 | ||||
Common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued during period (in shares) | 17,103,000 | 8,433,000 | |||||
Common stock issued pursuant to exercise of warrants (in shares) | 1,022,000 | 5,176,000 | |||||
Private placement | |||||||
Class of Stock [Line Items] | |||||||
Gross proceeds from private placement | $ 73,500 | ||||||
Net proceeds from private placement | $ 68,900 | ||||||
Preferred stock to common stock conversion ratio | 100.00% | ||||||
Preferred stock liquidation preference per share (in dollars per share) | $ 0.001 | ||||||
Private placement | Series A Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares sold in private placement (in shares) | 3,500,000 | ||||||
Shares issued price per share (in dollars per share) | $ 8.50 | ||||||
Private placement | Common stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares sold in private placement (in shares) | 5,200,000 | ||||||
Shares issued price per share (in dollars per share) | $ 8.50 | ||||||
Underwritten public offering | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock | $ 57,500 | ||||||
Net proceeds from issuance of common stock | $ 53,500 | ||||||
Underwritten public offering | Common stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares sold in private placement (in shares) | 12,800,000 | ||||||
Shares issued price per share (in dollars per share) | $ 4.50 | ||||||
2018 Sales Agreement | Cowen and Company, LLC | |||||||
Class of Stock [Line Items] | |||||||
Percentage of commission payable on gross proceeds | 3.00% | ||||||
2018 Sales Agreement | Cowen and Company, LLC | Common stock | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock | $ 61,100 | ||||||
Net proceeds from issuance of common stock | $ 58,900 | ||||||
Common stock issued during period (in shares) | 4,300,000 | ||||||
Maximum | 2018 Sales Agreement | Cowen and Company, LLC | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock | $ 75,000 | ||||||
CombiMatrix | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from warrant exercises | $ 6,500 | ||||||
Common stock issued pursuant to exercise of warrants (in shares) | 1,000,000 | ||||||
Subsequent event | Series A Convertible Preferred Stock | Series A convertible preferred stock converted to common stock | |||||||
Class of Stock [Line Items] | |||||||
Shares converted (in shares) | 1,100,000 | ||||||
Subsequent event | Common stock | Series A convertible preferred stock converted to common stock | |||||||
Class of Stock [Line Items] | |||||||
Shares issued upon conversion (in shares) | 1,100,000 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of outstanding warrants to purchase common stock (Details) - Common Stock | Dec. 31, 2018$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Number of shares of common stock underlying warrants (in shares) | 610,875 |
CombiMatrix | Series F Warrants | |
Class of Warrant or Right [Line Items] | |
Exercise price per share (in dollars per share) | $ / shares | $ 5.95 |
Number of shares of common stock underlying warrants (in shares) | 408,548 |
Warrants issued to lender under Loan and Security Agreement | |
Class of Warrant or Right [Line Items] | |
Exercise price per share (in dollars per share) | $ / shares | $ 10.27 |
Number of shares of common stock underlying warrants (in shares) | 116,845 |
Warrants issued to lender under Loan and Security Agreement - 2018 Amendments | |
Class of Warrant or Right [Line Items] | |
Exercise price per share (in dollars per share) | $ / shares | $ 7.02 |
Number of shares of common stock underlying warrants (in shares) | 85,482 |
Stock incentive plans - Narrati
Stock incentive plans - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2017shares | Feb. 29, 2016 | Jan. 31, 2015 | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)Employee$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | |
Stock incentive plan | ||||||
Stock-based compensation | $ 20,850,000 | $ 19,221,000 | $ 10,699,000 | |||
Additional shares reserved (in shares) | shares | 12,936,000 | 15,868,000 | ||||
Number of employees affected by the stock option and RSU modifications | Employee | 14 | |||||
Incremental compensation cost relating to stock option and RSU modifications | $ 300,000 | |||||
Unrecognized stock-based compensation | $ 4,500,000 | |||||
Expected period to recognize on a straight-line basis | 1 year 9 months 18 days | |||||
Capitalized stock-based employee compensation | $ 0 | |||||
Shares of common stock subject to outstanding RSUs | ||||||
Stock incentive plan | ||||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 7.46 | $ 10.03 | $ 9.80 | |||
Share-based compensation arrangement by share-based payment award equity instruments other than options granted in period (in shares) | shares | 3,282,000 | |||||
Unrecognized stock-based compensation | $ 22,600,000 | |||||
Expected period to recognize on a straight-line basis | 2 years 1 month 6 days | |||||
Shares of common stock subject to outstanding PRSUs | ||||||
Stock incentive plan | ||||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 6.50 | |||||
Share-based compensation arrangement by share-based payment award equity instruments other than options granted in period (in shares) | shares | 0 | 0 | ||||
Unrecognized stock-based compensation | $ 0 | |||||
Non-Employee Options | ||||||
Stock incentive plan | ||||||
Vested stock units awarded (in shares) | shares | 0 | |||||
2015 Plan | Shares of common stock subject to outstanding PRSUs | ||||||
Stock incentive plan | ||||||
Vesting period | 12 months | |||||
Vested stock units awarded (in shares) | shares | 352,045 | |||||
Stock-based compensation | $ 400,000 | $ 1,900,000 | ||||
Stock incentive plans | ||||||
Stock incentive plan | ||||||
Vesting period | 4 years | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | |||||
Share-based compensation arrangement by share-based payment award, vesting rights, equal monthly vesting percentage | 2.08% | |||||
Stock incentive plans | Shares of common stock subject to outstanding RSUs | ||||||
Stock incentive plan | ||||||
Vesting period | 3 years | |||||
Share-based compensation arrangement by share-based payment award equity instruments other than options granted in period (in shares) | shares | 3,282,000 | |||||
Stock incentive plans | Shares of common stock subject to outstanding options | ||||||
Stock incentive plan | ||||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 4.87 | $ 5.82 | $ 6.18 | |||
Total grant date fair value of options to purchase common stock vested | $ 5,900,000 | $ 6,900,000 | $ 5,600,000 | |||
Exercised, aggregate intrinsic value | $ 1,700,000 | $ 2,100,000 | $ 1,400,000 | |||
Stock incentive plans | First anniversary | Shares of common stock subject to outstanding RSUs | ||||||
Stock incentive plan | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33.33% | |||||
Stock incentive plans | Second anniversary | Shares of common stock subject to outstanding RSUs | ||||||
Stock incentive plan | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33.33% | |||||
Stock incentive plans | Third anniversary | Shares of common stock subject to outstanding RSUs | ||||||
Stock incentive plan | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33.33% | |||||
2015 Employee Stock Purchase Plan | ||||||
Stock incentive plan | ||||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 3.26 | $ 2.51 | $ 2.66 | |||
Stock-based compensation | $ 1,400,000 | $ 1,100,000 | $ 900,000 | |||
Purchase price of common stock of the lesser of fair market value on the purchase date or the last trading day preceding the offering date (as a percent) | 85.00% | |||||
Proceeds from stock plans | $ 600,000 | |||||
Additional shares reserved (in shares) | shares | 277,577 | 308,000 | ||||
Minimum | 2010 Plan | ||||||
Stock incentive plan | ||||||
Employees holding voting rights of all classes of stock (as a percent) | 10.00% | |||||
Exercise price of options on common stock (as a percent) | 110.00% | |||||
Maximum | 2010 Plan | ||||||
Stock incentive plan | ||||||
Term of options granted | 10 years |
Stock incentive plans - Schedul
Stock incentive plans - Schedule of activity under stock incentive plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Shares of common stock subject to outstanding RSUs | ||
Activity under the plan | ||
Units granted (in shares) | (3,282) | |
Units cancelled (in shares) | 340 | |
Stock incentive plans | Shares of common stock subject to outstanding options | ||
Activity under the plan | ||
Shares available for grant, beginning balance (in shares) | 2,397 | |
Stock options outstanding, beginning balance (in shares) | 4,115 | |
Additional shares reserved (in shares) | 754 | |
Options granted (in shares) | 260 | |
Option cancelled (in shares) | (169) | |
Options exercised (in shares) | (351) | |
Shares available for grant, ending balance (in shares) | 118 | 2,397 |
Stock options outstanding, ending balance (in shares) | 3,855 | 4,115 |
Weighted- Average Exercise Price | ||
Balance at the beginning of the period (in dollars per share) | $ 8.51 | |
Options granted (in dollars per share) | 8.50 | |
Options cancelled (in dollars per share) | 9.35 | |
Options exercised (in dollars per share) | 7.73 | |
Balance at the end of the period (in dollars per share) | $ 8.54 | $ 8.51 |
Additional information | ||
Exercisable (in shares) | 2,737 | |
Exercisable, weighted-average exercise price (in dollars per share) | $ 8.27 | |
Weighted-average remaining contractual life | 6 years 9 months 18 days | 7 years 7 months 6 days |
Exercisable, weighted-average remaining contractual life | 6 years 4 months 24 days | |
Aggregate intrinsic value | $ 9,927 | $ 5,128 |
Exercisable, aggregate intrinsic value | $ 7,787 | |
Vested and expected to vest | ||
Number of options (in shares) | 3,710 | |
Weighted-average exercise price (in dollars per share) | $ 8.52 | |
Weighted-average remaining contractual life | 6 years 9 months 18 days | |
Aggregate intrinsic value | $ 9,626 | |
Stock incentive plans | Shares of common stock subject to outstanding RSUs | ||
Activity under the plan | ||
Units granted (in shares) | (3,282) | |
Units cancelled (in shares) | 340 |
Stock incentive plans - Summary
Stock incentive plans - Summary of RSU activity (Details) - Shares of common stock subject to outstanding RSUs - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | |||
Balance at the beginning of the period (in shares) | 2,387 | ||
Granted (in shares) | 3,282 | ||
Vested (in shares) | (1,298) | ||
Cancelled (in shares) | (340) | ||
Balance at the end of the period (in shares) | 4,031 | 2,387 | |
Weighted-Average Grant Date Fair Value | |||
Balance at the beginning of the period (in dollars per share) | $ 9.91 | ||
Granted (in dollars per share) | 7.46 | $ 10.03 | $ 9.80 |
Vested (in dollars per share) | 8.84 | ||
Canceled (in dollars per share) | 8.84 | ||
Balance at the end of the period (in dollars per share) | $ 8.35 | $ 9.91 |
Stock incentive plans - Sched_2
Stock incentive plans - Schedule of assumptions used in determination of fair value of options (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Non-Employee Options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Expected volatility | 76.92% | ||
Non-Employee Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Expected term (in years) | 8 years 4 months 28 days | 6 years 3 months | |
Expected volatility | 69.90% | ||
Risk-free interest rate | 1.83% | 1.55% | |
Non-Employee Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Expected term (in years) | 8 years 9 months 29 days | 10 years | |
Expected volatility | 78.70% | 0.00% | |
Risk-free interest rate | 2.04% | 2.37% | |
Employees and directors stock options | Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Expected term (in years) | 6 years | 6 years 10 days | 6 years 10 days |
Expected volatility | 59.58% | 72.64% | 71.42% |
Risk-free interest rate | 2.80% | 2.01% | 1.37% |
2015 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Expected term (in years) | 15 days | 15 days | 15 days |
Expected volatility | 71.66% | 52.50% | 66.31% |
Risk-free interest rate | 2.09% | 1.23% | 0.50% |
Stock incentive plans - Stock-b
Stock incentive plans - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-based compensation | |||
Total stock-based compensation expense | $ 20,850 | $ 19,221 | $ 10,699 |
Cost of revenue | |||
Stock-based compensation | |||
Total stock-based compensation expense | 2,960 | 2,093 | 1,353 |
Research and development | |||
Stock-based compensation | |||
Total stock-based compensation expense | 7,017 | 6,158 | 4,976 |
Selling and marketing | |||
Stock-based compensation | |||
Total stock-based compensation expense | 4,887 | 3,956 | 1,709 |
General and administrative | |||
Stock-based compensation | |||
Total stock-based compensation expense | $ 5,986 | $ 7,014 | $ 2,661 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||||
Corporate tax rate | 21.00% | 34.00% | 34.00% | ||
Provisional amount related to the remeasurement of certain deferred tax assets and liabilities | $ 48,800 | $ 48,800 | |||
Increase in valuation allowance | $ 26,300 | 2,000 | $ 33,400 | ||
Net operating loss carryforwards change in ownership percentage minimum | 50.00% | ||||
Unrecognized tax benefits | 16,375 | $ 16,375 | $ 10,561 | $ 7,791 | $ 11,429 |
Federal | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | 318,700 | $ 318,700 | |||
Number of tax years open for examination | 3 years | ||||
California | |||||
Income Tax Contingency [Line Items] | |||||
Number of tax years open for examination | 4 years | ||||
Research and development | Federal | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforwards | 9,000 | $ 9,000 | |||
Research and development | California | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforwards | 7,400 | 7,400 | |||
State | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | 134,300 | 134,300 | |||
Begins to expire 2030 | Federal | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | 277,300 | 277,300 | |||
No expiration date | Federal | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | $ 41,400 | $ 41,400 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of loss before income taxes by U.S. and foreign jurisdictions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 132,194 | $ 124,108 | $ 99,793 |
Foreign | (39) | 1,128 | 463 |
Total | $ 132,155 | $ 125,236 | $ 100,256 |
Income Taxes - Schedule of co_2
Income Taxes - Schedule of components of the provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Foreign | $ 62 | $ 0 | $ 0 |
Total current benefit for income taxes | 62 | 0 | 0 |
Deferred | |||
Federal | (2,862) | (1,704) | 0 |
State | 0 | (152) | 0 |
Total deferred benefit for income taxes | (2,862) | (1,856) | 0 |
Total income tax benefit | $ (2,800) | $ (1,856) | $ 0 |
Income Taxes - Schedule of reco
Income Taxes - Schedule of reconciliation of the tax expense computed at the statutory federal rate and Company's tax expense (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of the tax expense computed at the statutory federal rate and Company's tax expense | |||
U.S. federal taxes at statutory rate | 21.00% | 34.00% | 34.00% |
State taxes (net of federal benefit) | 5.20% | 3.30% | 1.40% |
Stock-based compensation | (0.70%) | (1.10%) | (1.70%) |
Research and development credits | (2.70%) | 0.00% | 0.00% |
Non-deductible expenses | (0.60%) | 0.00% | 0.20% |
Foreign tax differential | 0.00% | (0.30%) | (0.20%) |
Other | 0.00% | 0.00% | 1.10% |
Change in valuation allowance | (25.50%) | (34.40%) | (34.80%) |
Change in deferred—Tax Reform | 0.00% | (39.00%) | 0.00% |
Change in valuation allowance—Tax Reform | 0.00% | 39.00% | 0.00% |
Total | 2.10% | 1.50% | 0.00% |
Income Taxes - Schedule of net
Income Taxes - Schedule of net deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 76,972 | $ 70,825 |
Tax credits | 15 | 15 |
Revenue recognition differences | 47,650 | 29,819 |
Accruals and other | 7,262 | 5,544 |
Gross deferred tax assets | 131,899 | 106,203 |
Valuation allowance | (121,954) | (95,687) |
Total deferred tax assets | 9,945 | 10,516 |
Deferred tax liabilities: | ||
Property and equipment | (9,945) | (10,516) |
Total deferred tax liabilities | (9,945) | (10,516) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of re_2
Income Taxes - Schedule of reconciliation of unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, beginning of period | $ 10,561 | $ 7,791 | $ 11,429 |
Gross increases—current period tax positions | 5,686 | 2,552 | 782 |
Gross increases (decreases)—prior period tax positions | 128 | 218 | (4,420) |
Unrecognized tax benefits, end of period | $ 16,375 | $ 10,561 | $ 7,791 |
Net loss per common share - Sch
Net loss per common share - Schedule of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss | $ (29,841) | $ (31,723) | $ (31,671) | $ (36,120) | $ (40,493) | $ (27,402) | $ (28,557) | $ (26,928) | $ (129,355) | $ (123,380) | $ (100,256) |
Shares used in computing net loss per share, basic and diluted (in shares) | 66,747 | 46,512 | 33,176 | ||||||||
Net loss per share, basic and diluted (in dollars per share) | $ (1.94) | $ (2.65) | $ (3.02) |
Net loss per common share - S_2
Net loss per common share - Schedule of antidilutive securities excluded from computation of earnings per share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,019 | 11,982 | 5,968 |
Shares of common stock subject to outstanding options | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,855 | 4,115 | 4,491 |
Shares of common stock subject to outstanding warrants | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 611 | 1,962 | 0 |
Shares of common stock subject to outstanding RSUs | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,031 | 2,387 | 892 |
Shares of common stock subject to outstanding PRSUs | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 530 |
Shares of common stock pursuant to ESPP | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 63 | 59 | 55 |
Shares of common stock underlying Series A convertible preferred stock | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,459 | 3,459 | 0 |
Geographic information - Schedu
Geographic information - Schedule of revenue by country (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Geographic information | |||||||||||
Total revenue | $ 45,356 | $ 37,366 | $ 37,306 | $ 27,671 | $ 25,399 | $ 18,148 | $ 14,336 | $ 10,338 | $ 147,699 | $ 68,221 | $ 25,048 |
United States | |||||||||||
Geographic information | |||||||||||
Total revenue | 138,239 | 62,446 | 20,758 | ||||||||
Canada | |||||||||||
Geographic information | |||||||||||
Total revenue | 4,206 | 3,226 | 2,526 | ||||||||
Rest of world | |||||||||||
Geographic information | |||||||||||
Total revenue | $ 5,254 | $ 2,549 | $ 1,764 |
Selected Quarterly Data (Unau_3
Selected Quarterly Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total revenue | $ 45,356 | $ 37,366 | $ 37,306 | $ 27,671 | $ 25,399 | $ 18,148 | $ 14,336 | $ 10,338 | $ 147,699 | $ 68,221 | $ 25,048 |
Cost of revenue | 21,141 | 20,441 | 20,447 | 18,076 | 17,049 | 13,274 | 10,490 | 9,329 | 80,105 | 50,142 | 27,878 |
Loss from operations | (25,904) | (30,110) | (30,068) | (36,475) | (34,891) | (30,976) | (28,075) | (27,337) | (122,557) | (121,279) | (100,183) |
Net loss | $ (29,841) | $ (31,723) | $ (31,671) | $ (36,120) | $ (40,493) | $ (27,402) | $ (28,557) | $ (26,928) | $ (129,355) | $ (123,380) | $ (100,256) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.40) | $ (0.45) | $ (0.47) | $ (0.66) | $ (0.78) | $ (0.57) | $ (0.66) | $ (0.64) | $ (1.94) | $ (2.65) | $ (3.02) |
Debt extinguishment costs | $ 4,609 | $ 0 | $ 0 | ||||||||
Secured Debt | Loan and Security Agreement | |||||||||||
Debt extinguishment costs | $ 5,300 |
Uncategorized Items - nvta-10k.
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 11,241,000 |