Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Cover page. | ||
Entity Registrant Name | Invitae Corp | |
Document Type | 10-Q | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Entity Central Index Key | 0001501134 | |
Document Period End Date | Sep. 30, 2019 | |
Entity File Number | 001-36847 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Security Exchange Name | NYSE | |
Trading Symbol | NVTA | |
Entity Common Stock, Shares Outstanding | 96,522,073 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Tax Identification Number | 27-1701898 | |
Entity Address, Address Line One | 1400 16th Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
City Area Code | 415 | |
Local Phone Number | 374-7782 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 467,012 | $ 112,158 |
Marketable securities | 300 | 13,727 |
Accounts receivable | 26,740 | 26,296 |
Prepaid expenses and other current assets | 14,477 | 13,258 |
Total current assets | 508,529 | 165,439 |
Property and equipment, net | 32,177 | 27,886 |
Operating lease assets | 39,112 | |
Restricted cash | 6,183 | 6,006 |
Intangible assets, net | 99,740 | 30,469 |
Goodwill | 99,851 | 50,095 |
Other assets | 4,795 | 3,064 |
Total assets | 790,387 | 282,959 |
Current liabilities: | ||
Accounts payable | 8,863 | 7,812 |
Accrued liabilities | 53,251 | 26,563 |
Operating lease obligations | 5,186 | |
Finance lease obligations | 1,636 | |
Finance lease obligations | 1,937 | |
Total current liabilities | 68,936 | 36,312 |
Operating lease obligations, net of current portion | 44,408 | |
Finance lease obligations, net of current portion | 168 | |
Finance lease obligations, net of current portion | 1,375 | |
Debt | 0 | 74,477 |
Convertible senior notes, net | 265,194 | 0 |
Other long-term liabilities | 7,800 | 8,956 |
Total liabilities | 386,506 | 121,120 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock | 10 | 8 |
Accumulated other comprehensive loss | 0 | (5) |
Additional paid-in capital | 1,085,643 | 678,548 |
Accumulated deficit | (681,772) | (516,712) |
Total stockholders’ equity | 403,881 | 161,839 |
Total liabilities and stockholders’ equity | $ 790,387 | $ 282,959 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue: | ||||
Total revenue | $ 56,511 | $ 37,366 | $ 150,539 | $ 102,343 |
Cost of revenue | 32,120 | 20,441 | 81,380 | 58,964 |
Research and development | 46,951 | 15,776 | 90,247 | 46,926 |
Selling and marketing | 32,690 | 17,591 | 87,662 | 55,222 |
General and administrative | 21,733 | 13,668 | 56,326 | 37,884 |
Loss from operations | (76,983) | (30,110) | (165,076) | (96,653) |
Other income (expense), net | (7,591) | 231 | (5,572) | 2,066 |
Interest expense | (2,833) | (1,844) | (7,062) | (4,927) |
Net loss before taxes | (87,407) | (31,723) | (177,710) | (99,514) |
Income tax benefit | (8,700) | 0 | (12,650) | 0 |
Net loss | $ (78,707) | $ (31,723) | $ (165,060) | $ (99,514) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.82) | $ (0.45) | $ (1.86) | $ (1.56) |
Shares used in computing net loss per share, basic and diluted | 95,577 | 70,153 | 88,663 | 63,935 |
Test revenue | ||||
Revenue: | ||||
Total revenue | $ 55,502 | $ 36,611 | $ 147,423 | $ 100,014 |
Other revenue | ||||
Revenue: | ||||
Total revenue | 1,009 | 755 | 3,116 | 2,329 |
Accumulated deficit: | ||||
Revenue: | ||||
Net loss | $ (78,707) | $ (31,723) | $ (165,060) | $ (99,514) |
Shares used in computing net loss per share, basic and diluted | 95,577 | 70,153 | 88,663 | 63,935 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (78,707) | $ (31,723) | $ (165,060) | $ (99,514) |
Other comprehensive income: | ||||
Unrealized income on available-for-sale marketable securities, net of tax | 0 | 63 | 5 | 125 |
Comprehensive loss | $ (78,707) | $ (31,660) | $ (165,055) | $ (99,389) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock: | Accumulated other comprehensive income (loss): | Additional paid-in capital: | Accumulated deficit: |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cumulative effect of accounting change | $ 11,241 | ||||
Balance, beginning of period at Dec. 31, 2017 | $ 5 | $ (171) | $ 520,558 | (398,598) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued | 2 | 112,467 | |||
Unrealized income on available-for-sale marketable securities, net of tax | 125 | ||||
Common stock issued on exercise of stock options, net | 2,570 | ||||
Common stock issued pursuant to exercises of warrants | 6,461 | ||||
Common stock issued pursuant to employee stock purchase plan | 1,633 | ||||
Common stock issued or issuable pursuant to business combinations | 6,455 | ||||
Warrants issued pursuant to loan agreement | 383 | ||||
Stock-based compensation expense | 15,711 | ||||
Other | 67 | ||||
Net loss | $ (99,514) | (99,514) | |||
Balance, end of period at Sep. 30, 2018 | 179,395 | 7 | (46) | 666,305 | (486,871) |
Balance, beginning of period at Jun. 30, 2018 | 6 | (109) | 593,898 | (455,148) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued | 1 | 58,988 | |||
Unrealized income on available-for-sale marketable securities, net of tax | 63 | ||||
Common stock issued on exercise of stock options, net | 2,522 | ||||
Common stock issued pursuant to exercises of warrants | 3,209 | ||||
Common stock issued or issuable pursuant to business combinations | 2,482 | ||||
Stock-based compensation expense | 5,206 | ||||
Net loss | (31,723) | (31,723) | |||
Balance, end of period at Sep. 30, 2018 | 179,395 | 7 | (46) | 666,305 | (486,871) |
Balance, beginning of period at Dec. 31, 2018 | 161,839 | 8 | (5) | 678,548 | (516,712) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued | 2 | 204,024 | |||
Unrealized income on available-for-sale marketable securities, net of tax | 5 | ||||
Common stock issued on exercise of stock options, net | 2,985 | ||||
Common stock issued pursuant to exercises of warrants | 171 | ||||
Common stock issued pursuant to employee stock purchase plan | 2,578 | ||||
Common stock issued or issuable pursuant to business combinations | 95,220 | ||||
Equity component of convertible senior notes, net | 75,488 | ||||
Stock-based compensation expense | 26,629 | ||||
Net loss | (165,060) | (165,060) | |||
Balance, end of period at Sep. 30, 2019 | 403,881 | 10 | 0 | 1,085,643 | (681,772) |
Balance, beginning of period at Jun. 30, 2019 | 9 | 0 | 944,559 | (603,065) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued | 1 | 19,534 | |||
Common stock issued on exercise of stock options, net | 553 | ||||
Common stock issued pursuant to exercises of warrants | 58 | ||||
Common stock issued or issuable pursuant to business combinations | 35,778 | ||||
Equity component of convertible senior notes, net | 75,488 | ||||
Stock-based compensation expense | 9,673 | ||||
Net loss | (78,707) | (78,707) | |||
Balance, end of period at Sep. 30, 2019 | $ 403,881 | $ 10 | $ 0 | $ 1,085,643 | $ (681,772) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (165,060) | $ (99,514) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 11,135 | 10,268 |
Stock-based compensation | 47,826 | 15,711 |
Amortization of debt discount and issuance costs | 855 | 681 |
Impairment losses | 0 | 1,883 |
Benefit from income taxes | (12,650) | 0 |
Debt extinguishment costs | 8,926 | 0 |
Other | 901 | 626 |
Changes in operating assets and liabilities, net of businesses acquired: | ||
Accounts receivable | (444) | (4,483) |
Prepaid expenses and other current assets | (1,424) | (1,060) |
Other assets | 2,369 | (555) |
Accounts payable | 87 | (1,226) |
Accrued expenses and other liabilities | 9,692 | 922 |
Net cash used in operating activities | (97,787) | (76,747) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (20,781) | (1,575) |
Proceeds from sales of marketable securities | 0 | 19,965 |
Proceeds from maturities of marketable securities | 34,500 | 10,957 |
Acquisition of businesses, net of cash acquired | (9,801) | 0 |
Purchases of property and equipment | (13,530) | (4,258) |
Other | 0 | (500) |
Net cash provided by (used in) investing activities | (9,612) | 24,589 |
Cash flows from financing activities: | ||
Proceeds from public offerings of common stock, net | 204,024 | 112,480 |
Proceeds from issuance of common stock, net | 5,734 | 10,732 |
Proceeds from issuance of convertible senior notes, net | 339,900 | 0 |
Proceeds from issuance of debt, net | 0 | 19,544 |
Payments of debt extinguishment costs | (10,638) | 0 |
Loan payments | (75,000) | 0 |
Finance lease principal payments | (1,590) | |
Finance lease principal payments | (1,632) | |
Net cash provided by financing activities | 462,430 | 141,124 |
Net increase in cash, cash equivalents and restricted cash | 355,031 | 88,966 |
Cash, cash equivalents and restricted cash at beginning of period | 118,164 | 17,459 |
Cash, cash equivalents and restricted cash at end of period | 473,195 | 106,425 |
Supplemental cash flow information of non-cash investing and financing activities: | ||
Purchases of property and equipment in accounts payable and accrued liabilities | 1,339 | 1,607 |
Amounts related to co-development agreement recognized in other assets | 0 | 2,750 |
Amounts related to co-development agreement recognized in accrued liabilities | 0 | 2,500 |
Warrants issued pursuant to loan and security agreement | 0 | 383 |
Common stock issued for acquisition of businesses | 104,801 | $ 6,443 |
Lease assets obtained in exchange for lease obligations, net | $ 5,615 |
Organization and description of
Organization and description of business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of business | Organization and description of business Invitae Corporation ("Invitae," “the Company," "we," "us," and "our") was incorporated in the State of Delaware on January 13, 2010, as Locus Development, Inc. and changed its name to Invitae Corporation in 2012. We utilize an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyze information about patient-specific genetic variation and generate test reports for clinicians and patients. Our headquarters and main production facility is located in San Francisco, California. We currently have more than 20,000 genes in production and provide a variety of diagnostic tests that can be used in multiple indications. Our tests include genes associated with hereditary cancer, neurological disorders, cardiovascular disorders, pediatric disorders, metabolic disorders and other hereditary conditions. In addition, and as a result of the acquisitions of Good Start Genetics (“Good Start”) and CombiMatrix Corporation (“CombiMatrix”) in 2017, our 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. To complement these, in the first quarter of 2019, we introduced our Non-invasive Prenatal Screen ("NIPS") and to advance this offering, in June 2019, we acquired Singular Bio, Inc. ("Singular Bio") to lower costs associated with NIPS. In July 2019, we acquired Jungla Inc. ("Jungla") to further enhance our genetic variant interpretation. Invitae operates in one segment. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 . The results for the three and nine months ended September 30, 2019 |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Principles of consolidation Our unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base these estimates on historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those 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; • valuation of the liability and equity components of our convertible notes issued in September 2019 ("Convertible Senior Notes"); • the recoverability of long-lived assets; • our incremental borrowing rates used to calculate our lease obligations; • 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 us to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. Our 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 our total revenue presented on the consolidated statements of operations. Our revenue for significant customers as a percentage of our total revenue were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Medicare 27 % 25 % 23 % 20 % United Healthcare * 10 % * * * Balance represents less than 10% of total revenue Accounts receivable for customers that represent 10% or more of our total accounts receivable presented on the consolidated balance sheets were as follows: September 30, 2019 December 31, 2018 Medicare 12 % 21 % Cash, cash equivalents and restricted cash We consider 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. Restricted cash consists primarily of money market funds held in irrevocable standby letters of credit that serve as collateral for security deposits for our facility leases. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): September 30, December 31, Cash and cash equivalents $ 467,012 $ 112,158 Restricted cash 6,183 6,006 Total cash, cash equivalents and restricted cash $ 473,195 $ 118,164 Accounts receivable We receive payment for our tests from partners, patients, institutional customers and third-party payers. See Note 3, “Revenue, accounts receivable and deferred revenue” for further information. Inventory We maintain test reagents and other consumables primarily used in sample collection kits which are valued at the lower of cost or net realizable value. Cost is determined using actual costs on a first-in, first-out basis. Our inventory was $6.0 million and $8.3 million as of September 30, 2019 and December 31, 2018 , respectively, and was recorded in prepaid expenses and other current assets on our 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. We base the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by our management, which consider our 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 , we recognize a liability equal to the fair value of the contingent payments we expect to make as of the acquisition date. We remeasure this liability each reporting period and record 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 our operating results from the date of acquisition. Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”), our 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, we perform annual impairment reviews of our goodwill balance during the fourth fiscal quarter. In testing for impairment, we compare the fair value of our consolidated single 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, we 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 the reporting unit. We have not incurred any goodwill impairment losses in any of the periods presented. Indefinite-lived intangible assets ASC 350 requires companies to test indefinite-lived intangible assets for impairment annually, and more frequently if indicators of impairment exist. ASC 350 includes an optional qualitative assessment for testing indefinite-lived intangible assets for impairment that permits companies to assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that an indefinite-lived intangible asset is impaired. If a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of an indefinite-lived intangible asset or, in the case of goodwill, that the fair value of the related reporting unit, is less than carrying value, it would not have to determine the asset’s or reporting unit’s fair value, as applicable. In-process research and development Intangible assets related to in-process research and development costs (“IPR&D”) are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Prior to completion of the research and development efforts, the assets are considered indefinite-lived. During this period, the assets will not be amortized but will be tested for impairment on an annual basis and between annual tests if we become aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts. During the fourth quarter and if business factors indicate more frequently, we perform an assessment of the qualitative factors affecting the fair value of our IPR&D. Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of an asset to its carrying value, without consideration of any recoverability test. We have not identified any such impairment losses to date. Fair value of financial instruments Our financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, finance leases and contingent consideration. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to us, the carrying value of our finance leases and Convertible Senior Notes approximate their fair values. Revenue recognition We recognize revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration we expect 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 patients 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, amortization of acquired intangibles and utilities. Stock-based compensation We measure stock-based payment awards made to employees and directors based on the estimated fair values of the awards and recognize the compensation expense over the requisite service period. We use the Black-Scholes option-pricing model to estimate the fair value of 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. We grant 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 us. The probability of vesting is assessed at each reporting period and compensation cost is adjusted based on this probability assessment. We recognize 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, our 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. We account for stock issued in connection with business combinations based on the fair value of our common stock on the date of issuance. 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 convertible preferred stock, options to purchase common stock, common stock warrants, Convertible Senior Notes, 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. Prior period reclassifications Statement of cash flow amounts in prior periods have been reclassified to conform with current period presentation, which includes $0.6 million of remeasurement of liabilities associated with business combinations in other adjustments to reconcile net loss to cash used in operating activities during the nine months ended September 30, 2018. Recent accounting pronouncements We evaluate 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 our consolidated financial statements. Recently issued accounting pronouncements not yet adopted In June 2016, FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires measurement and recognition of expected credit losses for financial assets. This guidance will become effective for us beginning in the first quarter of 2020 and must be adopted using a modified retrospective approach, with certain exceptions. We are currently evaluating the effect that adoption of this ASU will have on our consolidated financial statements. Recently adopted accounting pronouncements – Leases 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,l and ASU 2018-11 , Leases (Topic 842): Targeted Improvements (the foregoing ASUs collectively referred to as “Topic 842”). Under this guidance, lessees are required to recognize a lease liability and a right-of-use asset for all leases at the commencement date and also make expanded disclosures about leasing arrangements. On January 1, 2019, we adopted Topic 842 using the modified retrospective approach in accordance with Topic 842. Adoption of Topic 842 had a material impact on our consolidated balance sheets, but did not have an impact on our consolidated statements of operations. Prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under previous lease guidance, ASC 840: Leases. We elected the package of practical expedients permitted under the transition guidance which, among other things, allowed us to carry forward the historical classification of leases in place as of January 1, 2019. The effect of the adoption of Topic 842 on our consolidated balance sheet as of January 1, 2019 was as follows (in thousands): December 31, 2018 Adjustments Due to the Adoption of Topic 842 January 1, 2019 Property and equipment, net $ 27,886 $ (5,159 ) $ 22,727 Operating lease assets $ — $ 36,711 $ 36,711 Other assets $ 3,064 $ 5,159 $ 8,223 Accrued liabilities $ 26,563 $ (490 ) $ 26,073 Operating lease obligations $ — $ 4,697 $ 4,697 Operating lease obligations, net of current portion $ — $ 41,279 $ 41,279 Other long-term liabilities $ 8,956 $ (8,775 ) $ 181 The adjustments due to the adoption of Topic 842 primarily relate to the recognition of operating and finance lease right-of-use assets and operating lease liabilities. Finance lease assets are recorded within other assets on our consolidated balance sheet and were $5.2 million as of implementation of Topic 842 on January 1, 2019 and $4.0 million as of September 30, 2019 . Under Topic 842, we determine if an arrangement is a lease at inception primarily based on the determination of the party responsible for directing the use of an underlying asset within a contract. Operating leases are included in operating lease assets and operating lease obligations in our consolidated balance sheets. Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date which includes significant assumptions made by us including our estimated credit rating. Operating lease right-of-use assets also include any lease payments made prior to the lease commencement date and exclude any lease incentives paid or payable at the lease commencement date. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise any such options. Lease expense is recognized on a straight-line basis over the expected lease term. As allowed under Topic 842, we elected to not apply the recognition requirements of Topic 842 to short-term leases, that is, leases with terms of 12 months or less which do not include an option to purchase the underlying asset that we are reasonably certain to exercise. For short-term leases, we recognize lease payments as operating expenses on a straight-line basis over the lease term. As a result of our election of the package of practical expedients permitted under the Topic 842 transition guidance, for assets related to facilities leases we elected to account for lease and non-lease components, such as common area maintenance charges, as a single lease component. |
Revenue, accounts receivable an
Revenue, accounts receivable and deferred revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, accounts receivable and deferred revenue | Revenue, accounts receivable and deferred revenue Test revenue is generated from sales of diagnostic tests to three groups of customers: institutions, such as hospitals, clinics and partners; patients who pay directly; and patients’ insurance carriers. Amounts billed and collected, and the timing of collections, vary based on whether the payer is an institution, an insurance carrier or a patient. Other revenue consists principally of revenue recognized under collaboration and genome network agreements. The following table includes our revenues as disaggregated by payer category (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Test revenue: Institutions $ 10,407 $ 8,958 $ 28,375 $ 24,761 Patient - direct 4,567 3,280 12,364 9,705 Patient - insurance 40,528 24,373 106,684 65,548 Total test revenue 55,502 36,611 147,423 100,014 Other revenue 1,009 755 3,116 2,329 Total revenue $ 56,511 $ 37,366 $ 150,539 $ 102,343 We recognize 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, and changes in contract provisions and insurance reimbursement policies. Cash collections for certain diagnostic tests delivered may differ from rates originally estimated. As a result of new information, we updated our estimate of the amounts to be recognized for previously delivered tests which resulted in the following increases to revenue and decreases to our loss from operations and basic and diluted net loss per share (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenue $ 1.2 $ 1.5 $ 4.0 $ 3.8 Loss from operations $ (1.2 ) $ (1.5 ) $ (4.0 ) $ (3.8 ) Net loss per share, basic and diluted $ (0.01 ) $ (0.02 ) $ (0.05 ) $ (0.06 ) The changes in estimates in revenue recognized during the three and nine months ended September 30, 2019 were primarily related to adjustments to revenue recognized in 2018 from businesses acquired in 2017. We recorded revenue of $3.8 million in the nine months ended September 30, 2018 which includes the impact of a change in estimate related to deletion/duplication analysis for hereditary breast and ovarian cancer using Current Procedure Terminology (CPT) code 81433 in conjunction with CPT code 81432, for tests completed during the second half of 2017. Accounts receivable The majority of our accounts receivable represents amounts billed to institutions (e.g., hospitals, clinics, partners) and estimated amounts to be collected from third-party insurance payers for diagnostic test revenue recognized. Also included are amounts due under the terms of collaboration and genome network agreements for diagnostic testing and data aggregation reporting services provided and proprietary platform access rights transferred. Deferred revenue We record deferred revenue when cash payments are received or due in advance of our performance related to one or more performance obligations. The amounts deferred to date primarily consist of prepayments related to our consumer direct channel as well as consideration received pertaining to the estimated exercise of certain re-requisition rights. In order to comply with loss contract rules, our re-requisition rights revenue deferral is no less than the estimated cost of fulfilling related obligations. We recognize revenue related to re-requisition rights as the rights are exercised or expire unexercised, which is generally within 90 days of initial deferral. |
Business combinations
Business combinations | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Business combinations | Business combinations Singular Bio In June 2019, we acquired 100% of the fully diluted equity of Singular Bio, a privately held company developing single molecule detection technology, for approximately $57.3 million , comprised of $53.9 million in the form of 2.5 million shares of our common stock and the remainder in cash. As of September 30, 2019 , we had hold-back amounts payable within 12 months of the acquisition date of $1.8 million . Prior to the acquisition, we entered into a co-development agreement with Singular Bio whereby we paid Singular Bio $3.0 million for a 12-month right of first refusal and an opportunity to conduct due diligence on its business. As of January 2019, we made all required payments under the terms of this agreement. In connection with the acquisition, all of Singular Bio's equity awards that were outstanding and unvested prior to the acquisition became fully vested per the terms of the merger agreement. The acceleration of vesting required us to allocate the fair value of the equity attributable to pre-combination service to the purchase price and the remainder was considered our post-combination expense. We recognized post-combination expense related to the acceleration of unvested equity of $3.2 million and we also incurred transaction costs of $1.3 million related to the acquisition of Singular Bio; both of these charges were recorded as general and administrative expense during the nine months ended September 30, 2019. We included the financial results of Singular Bio in our consolidated financial statements from the acquisition date, which were not material for the three or nine months ended September 30, 2019 . Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by us. While we believe that our estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 4,988 Property and equipment 303 In-process research and development 29,988 Total identifiable assets acquired 35,279 Current liabilities assumed (479 ) Deferred tax liability (3,950 ) Net identifiable assets acquired 30,850 Goodwill 26,461 Total purchase price $ 57,311 Based on the guidance provided in ASC 805, we accounted for the acquisition of Singular Bio as a business combination in which we determined that 1) Singular Bio was a business which combines inputs and processes to create outputs, and 2) substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. Our purchase price allocation for our acquisition of Singular Bio is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available. Additional information that existed as of the acquisition date but at the time was unknown to us may become known to us during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Singular Bio resulted in the recognition of $26.5 million of goodwill which we believe consists primarily of technological expertise and capabilities within nucleic acid analysis and the ability to utilize the technology outside NIPS. Goodwill created as a result of the acquisition of Singular Bio is not deductible for tax purposes. We recorded an income tax benefit of $4.0 million in June 2019 due to net deferred tax liabilities assumed in connection with our acquisition of Singular Bio which provided a future source of income to support the realization of our deferred tax assets and resulted in a partial release of our valuation allowance. We granted approximately $90.0 million of RSUs under our 2015 Stock Incentive Plan as inducement awards to new employees who joined Invitae in connection with our acquisition of Singular Bio. $45.0 million of the RSUs are time-based and vest in three equal installments in December 2019, June 2020, and December 2020, subject to the employee's continued service with us ("Time-based RSUs") and $45.0 million of the RSUs are performance-based RSUs ("PRSUs") that vest upon the achievement of certain performance conditions over a period of approximately 12 months, subject to the employee's continued service with us. Since the number of awards granted is based on a 30-day volume weighted-average share price with a fixed dollar value, these Time-based RSUs and PRSUs are liability-classified and the fair value will be estimated at each reporting period based on the number of shares that are expected to be issued at each reporting date and our closing stock price, which combined are categorized as Level 3 inputs. Therefore, fair value of the RSUs and PRSUs and the number of shares to be issued will not be fixed until the RSUs vest. During the three and nine months ended September 30, 2019 , we recorded research and development stock-based compensation expense of $6.7 million and $7.6 million , respectively, related to the Time-based RSUs and $11.9 million and $13.6 million , respectively, related to the PRSUs based on our evaluations of the probability of achieving performance conditions. As of September 30, 2019 , the Time-based RSUs and PRSUs had a total fair value of $41.2 million and $36.7 million , respectively, based on a total estimated issuance of 4.0 million shares and expectation of the achievement of the performance conditions. As of September 30, 2019 , none of the Time-based RSUs or PRSUs granted to these employees had vested. Jungla In July 2019, we acquired 100% of the equity interest of Jungla, a privately held company developing a platform for molecular evidence testing in genes, for approximately $59.0 million , comprised of $44.9 million in the form of shares of our common stock and the remainder in cash. We agreed to pay a portion of the cash and issue approximately 0.2 million shares of our common stock after a 12-month period, subject to a hold back to satisfy indemnification obligations that may arise. We incurred $0.6 million of transaction costs related to the acquisition of Jungla which were recorded as general and administrative expense during the three months ended September 30, 2019. We may be required to pay contingent consideration based on achievement of post-closing development milestones. As of the acquisition date, the fair value of this contingent consideration was $10.7 million , $9.6 million of which would be in the form of shares of our common stock and the remainder in cash. The milestones are expected to be completed within two years . The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related milestones and the discount rate we used to estimate the fair value. Significant changes in any of the probabilities of success would result in a significant change in the fair value, which will be estimated at each reporting date with changes reflected as a general and administrative expense. As of September 30, 2019 , the fair value of the contingent consideration was $11.0 million . In connection with the acquisition, a portion of Jungla's equity awards that were outstanding and unvested prior to the acquisition became fully vested per the terms of the merger agreement. The acceleration of vesting required us to allocate the fair value of the equity attributable to pre-combination service to the purchase price and the remaining amount was considered our post-combination expense. In July 2019, we recognized post-combination expense related to the acceleration of unvested equity of $2.9 million , which was recorded as general and administrative expense. We included the financial results of Jungla in our consolidated financial statements from the acquisition date, which were not material for the three or nine months ended September 30, 2019 . The following table summarizes the purchase price and post-combination expense recorded as a part of the acquisition of Jungla in July 2019 (in thousands): Purchase Price Post-combination Expense Cash transferred $ 13,261 $ 2,151 Hold-back consideration - cash 270 253 Hold-back consideration - common stock 4,574 — Contingent consideration 10,158 542 Common stock transferred 30,753 — Total $ 59,016 $ 2,946 Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by us. While we believe that our estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 289 Developed technology 44,140 Total identifiable assets acquired 44,429 Accounts payable (8 ) Deferred tax liability (8,700 ) Net identifiable assets acquired 35,721 Goodwill 23,295 Total purchase price $ 59,016 Based on the guidance provided in ASC 805, we accounted for the acquisition of Jungla as a business combination in which we determined that 1) Jungla was a business which combines inputs and processes to create outputs, and 2) substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. Our purchase price allocation for our acquisition of Jungla is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available. Additional information that existed as of the acquisition date but at the time was unknown to us may become known to us during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. We measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill. The intangible asset acquired is developed technology related to Jungla's functional molecular platform. The fair value of the developed technology was estimated using an income approach for $44.1 million with an estimated useful life of ten years . Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Jungla resulted in the recognition of $23.3 million of goodwill which we believe consists primarily of technological expertise related to large-scale molecular and genomic technologies and the ability to expand the use of these into other areas of our business. Goodwill created as a result of the acquisition of Jungla is not deductible for tax purposes. We recorded an income tax benefit of $8.7 million in July 2019 due to net deferred tax liabilities assumed in connection with our acquisition of Jungla which provided a future source of income to support the realization of our deferred tax assets and resulted in a partial release of our valuation allowance. Pro forma financial information (unaudited) The unaudited pro forma financial information in the table below summarizes the combined results of operations for Invitae, Singular Bio and Jungla as though the companies had been combined as of January 1, 2018. The pro forma amounts have been adjusted for: • transaction expenses incurred by Singular Bio, Jungla and us, • the impacts of the co-development agreement between Singular Bio and us, • the historical interest expense incurred by Singular Bio on its debt and debt-like items, • compensation expense recognized in relation to the equity awards granted in connection with the acquisition of Singular Bio, • amortization expense resulting from the developed technology acquired through the acquisition of Jungla, • post-combination expense, • income tax benefits resulting from the deferred tax liabilities acquired, and • the 2.5 million and 1.4 million shares of our common stock issued upon the closing of the Singular Bio and Jungla transactions, respectively. The following unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisitions had taken place as of January 1, 2018 (in thousands, except per share data): Three Months Ended September 30, 2019 2018 Invitae Singular Bio Jungla Total Invitae Singular Bio Jungla Total Revenue $ 56,511 $ — $ — $ 56,511 $ 37,366 $ — $ — $ 37,366 Net loss $ (78,707 ) $ 18,613 $ (5,831 ) $ (65,925 ) $ (31,723 ) $ (139 ) $ (1,254 ) $ (33,116 ) Shares 95,577 — 225 95,802 70,153 2,499 1,366 74,018 Basic and diluted net loss per share $ (0.82 ) $ (0.69 ) $ (0.45 ) $ (0.45 ) Nine Months Ended September 30, 2019 2018 Invitae Singular Bio Jungla Total Invitae Singular Bio Jungla Total Revenue $ 150,539 $ — $ — $ 150,539 $ 102,343 $ — $ — $ 102,343 Net loss $ (165,060 ) $ 21,844 $ (8,381 ) $ (151,597 ) $ (99,514 ) $ (1,071 ) $ (3,762 ) $ (104,347 ) Shares 88,663 1,553 984 91,200 63,935 2,499 1,366 67,800 Basic and diluted net loss per share $ (1.86 ) $ (1.66 ) $ (1.56 ) $ (1.54 ) |
Goodwill and intangible assets
Goodwill and intangible assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill The changes in the carrying amounts of goodwill were as follows (in thousands): Balance as of December 31, 2018 $ 50,095 Goodwill acquired - Singular Bio 26,461 Goodwill acquired - Jungla 23,295 Balance as of September 30, 2019 $ 99,851 Intangible assets The following table presents details of our intangible assets (in thousands): September 30, 2019 December 31, 2018 Cost Accumulated Net Weighted-Average Cost Accumulated Net Weighted-Average Customer relationships $ 23,763 $ (4,550 ) $ 19,213 10.0 $ 23,763 $ (2,783 ) $ 20,980 10.0 Developed technology 56,103 (6,298 ) 49,805 8.9 11,963 (3,482 ) 8,481 4.8 Non-compete agreement 286 (157 ) 129 5.0 286 (114 ) 172 5.0 Trade name 576 (441 ) 135 2.7 576 (329 ) 247 2.7 Patent licensing agreement 496 (64 ) 432 15.0 496 (37 ) 459 15.0 Favorable leases 247 (209 ) 38 2.2 247 (117 ) 130 2.2 In-process research and development 29,988 — 29,988 n/a — — — n/a $ 111,459 $ (11,719 ) $ 99,740 6.7 $ 37,331 $ (6,862 ) $ 30,469 8.2 Acquisition-related intangibles included in the above table are finite-lived, other than in-process research and development which has an indefinite life, and are carried at cost less accumulated amortization. Customer relationships are being amortized on an accelerated basis, in proportion to estimated cash flows. All other finite-lived acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are realized. Amortization expense was $2.2 million and $1.3 million for the three months ended September 30, 2019 and 2018 , respectively, and $4.9 million and $3.8 million for the nine months ended September 30, 2019 and 2018 , respectively. Amortization expense is recorded to cost of revenue, research and development, sales and marketing and general and administrative expense. The following table summarizes our estimated future amortization expense of intangible assets with finite lives as of September 30, 2019 (in thousands): 2019 (remainder of year) $ 2,416 2020 9,939 2021 10,243 2022 8,538 2023 7,525 Thereafter 31,091 Total estimated future amortization expense $ 69,752 |
Balance sheet components
Balance sheet components | 9 Months Ended |
Sep. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance sheet components | Balance sheet components Property and equipment, net Property and equipment consisted of the following (in thousands): September 30, 2019 December 31, 2018 Leasehold improvements $ 14,049 $ 13,034 Laboratory equipment 26,136 22,149 Equipment under capital lease — 7,129 Computer equipment 5,454 4,723 Software 2,659 2,594 Furniture and fixtures 941 784 Automobiles 58 20 Construction-in-progress 10,585 1,962 Total property and equipment, gross 59,882 52,395 Accumulated depreciation and amortization (27,705 ) (24,509 ) Total property and equipment, net $ 32,177 $ 27,886 Depreciation expense was $1.8 million and $2.1 million for the three months ended September 30, 2019 and 2018 , respectively, and $5.2 million and $6.5 million for the nine months ended September 30, 2019 and 2018 , respectively. Accrued liabilities Accrued liabilities consisted of the following (in thousands): September 30, 2019 December 31, 2018 Accrued compensation and related expenses $ 12,684 $ 7,917 Liabilities associated with business combinations 26,771 6,460 Liability associated with co-development agreement — 2,000 Deferred revenue 1,151 761 Other 12,645 9,425 Total accrued liabilities $ 53,251 $ 26,563 Other long-term liabilities Other long-term liabilities consisted of the following (in thousands): September 30, 2019 December 31, 2018 Lease incentive obligation, non-current $ — $ 3,280 Deferred rent, non-current — 5,495 Liabilities associated with business combinations, non-current 7,800 — Other non-current liabilities — 181 Total other long-term liabilities $ 7,800 $ 8,956 |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is summarized as follows: Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable. Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions. The following tables set forth the fair value of our consolidated financial instruments that were measured at fair value on a recurring basis (in thousands): September 30, 2019 Amortized Cost Unrealized Estimated Fair Value Gains Losses Level 1 Level 2 Level 3 Financial assets: Money market funds $ 452,306 $ — $ — $ 452,306 $ 452,306 $ — $ — Certificates of deposit 300 — — 300 — 300 — Total financial assets $ 452,606 $ — $ — $ 452,606 $ 452,306 $ 300 $ — Financial liabilities: Contingent consideration $ 11,000 — — $ 11,000 Total financial liabilities $ 11,000 — — $ 11,000 September 30, 2019 Reported as: Cash equivalents $ 446,123 Restricted cash 6,183 Marketable securities 300 Total cash equivalents, restricted cash, and marketable securities $ 452,606 Accrued liabilities $ 3,200 Other long-term liabilities $ 7,800 December 31, 2018 Amortized Cost Unrealized Estimated Fair Value Gains Losses 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 There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. The total fair value of investments with unrealized losses at September 30, 2019 was nil . None of the available-for-sale securities held as of September 30, 2019 has been in a continuous unrealized loss position for more than one year. We have not identified any other-than-temporary declines in market value and thus have not recorded any impairment charges on our financial assets during the nine months ended September 30, 2019 . Our 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. As of September 30, 2019 , we had contingent obligations of $11.0 million of our common stock to the former owners of Jungla in conjunction with our acquisition of Jungla in July 2019. The amount of the contingent obligation is dependent upon achievement of certain post-close development milestones. We estimated the fair value of the contingent consideration as $10.7 million at the acquisition date in July 2019 using a discounted cash flow technique based on estimated achievement of the post-close milestones and discount rates which were Level 3 inputs not supported by market activity. These inputs can significantly affect the estimated fair value of the contingent consideration. The value of the liability is subsequently remeasured to fair value at each reporting date with changes recorded as general and administrative expense. As of December 31, 2018, we had a contingent obligation of $5.0 million of our common stock calculated using a 30-day trailing average share price to the former owners of AltaVoice in conjunction with our acquisition of AltaVoice in January 2017. The amount of the contingent obligation was dependent upon 2017 and 2018 revenue attributable to AltaVoice. Since revenue attributable to AltaVoice for the combined period of 2017 and 2018 was greater than the $10.0 million contingent milestone, in April 2019 we issued 0.2 million shares of our common stock to the former owners of AltaVoice which had a fair value on the date of issuance of $5.2 million to settle this contingent obligation. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Leases Operating leases In 2015, we entered into a lease agreement for our headquarters and main production facility in San Francisco, California which commenced in 2016. This lease expires in July 2026 and we may renew the lease for an additional ten years . This optional period was not considered reasonably certain to be exercised and therefore we determined the lease term to be a ten -year period expiring in 2026. In connection with the execution of the lease, we provided a security deposit of approximately $4.6 million which is included in restricted cash in our consolidated balance sheets. We also have other operating leases for office and laboratory space in California and Massachusetts. We expect to enter into new leases and modifying existing leases as we support continued growth of our operations. As of September 30, 2019 , the weighted-average remaining lease term for our operating leases was 6.1 years and the weighted-average discount rate used to determine our operating lease liability was 11.5% . Cash payments included in the measurement of our operating lease liabilities were $2.7 million for the three months ended September 30, 2019 and $7.6 million for the nine months ended September 30, 2019 . The components of lease costs, which were included in cost of revenue, research and development, selling and marketing and general and administrative expenses on our consolidated statements of operations were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Operating lease costs $ 2,666 $ 2,416 $ 7,747 $ 7,248 Sublease income (43 ) (39 ) (129 ) (117 ) Total operating lease costs 2,623 2,377 7,618 7,131 Finance lease costs 386 410 1,197 1,365 Total lease costs $ 3,009 $ 2,787 $ 8,815 $ 8,496 Future minimum payments under non-cancelable operating leases as of September 30, 2019 are as follows (in thousands): 2019 (remainder of year) $ 2,768 2020 10,637 2021 10,676 2022 10,636 2023 9,912 Thereafter 28,273 Future non-cancelable minimum operating lease payments 72,902 Less: minimum payments to be received from non-cancelable subleases (44 ) Total future non-cancelable minimum operating lease payments, net 72,858 Less: imputed interest (23,264 ) Total operating lease liabilities 49,594 Less: current portion (5,186 ) Operating lease obligations, net of current portion $ 44,408 Finance leases We have entered into various finance lease agreements to obtain laboratory equipment. The terms of our finance leases are generally three years with a weighted-average remaining lease term of 0.9 years as of September 30, 2019 and are typically secured by the underlying equipment. The weighted-average discount rate used to determine our finance lease liability was 6.2% . The portion of the future payments designated as principal repayment was classified as a finance lease obligation on our consolidated balance sheets. Cash payments included in the measurement of our finance lease liabilities were $0.5 million for the three months ended September 30, 2019 and $1.6 million for the nine months ended September 30, 2019 . Future payments under finance leases at September 30, 2019 are as follows (in thousands): 2019 (remainder of year) $ 509 2020 1,355 Total finance lease obligations 1,864 Less: interest (60 ) Present value of net minimum finance lease payments 1,804 Less: current portion (1,636 ) Finance lease obligations, net of current portion $ 168 Debt financing In November 2018, we entered into a Note Purchase Agreement (the "2018 Note Purchase Agreement") pursuant to which we were eligible to borrow an aggregate principal amount up to $200.0 million over a seven year maturity term which included an initial borrowing of $75.0 million in November 2018. We received net proceeds of $10.3 million after terminating and repaying the balance of our obligations of approximately $64.7 million with our previous lender. During September 2019, we settled our obligations under the 2018 Note Purchase Agreement in full for $85.7 million , which included repayment of principal of $75.0 million , accrued interest of $2.4 million , and prepayment fees of $8.9 million which were recorded as debt extinguishment costs in other income (expense) in our statement of operations during the three months ended September 30, 2019. Interest expense related to our debt financings, excluding the impact of our Convertible Senior Notes, was $1.6 million and $1.8 million for the three months ended September 30, 2019 and 2018 , respectively, and $5.5 million and $4.7 million for the nine months ended September 30, 2019 and 2018 , respectively. Convertible Senior Notes In September 2019, we issued, at par value, $350.0 million aggregate principal amount of 2.0% Convertible Senior Notes due 2024 in a private offering. The Convertible Senior Notes are our senior unsecured obligations and will mature on September 1, 2024, unless earlier converted, redeemed or repurchased. The Convertible Senior Notes bear cash interest at a rate of 2.0% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020. In accounting for the issuance of the Convertible Senior Notes, we separated the notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature using the effective interest method. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense over the five-year term of the Convertible Senior Notes. The equity component of $75.5 million , net of issuance costs, was recorded in additional paid-in capital on our consolidated balance sheet and will not be re-measured as long as it continues to meet the conditions for equity classification. We received net proceeds of $339.9 million from the sale of the Convertible Senior Notes after deducting commissions and offering expenses. These transaction costs were allocated to the liability and equity components based on their relative fair values. The transaction costs attributable to the liability component are amortized to interest expense over the term of the Convertible Senior Notes under the effective interest method, and the transaction costs attributable to the equity component were netted with the equity component in stockholder's equity. Upon conversion, the Convertible Senior Notes will be convertible into cash, common shares of our common stock or a combination of cash and shares of our common stock, at our election. Our current intent is to settle the principal amount of the Convertible Senior Notes in cash upon conversion, with any remaining conversion value being delivered in shares of our common stock. The initial conversion rate for the Convertible Senior Notes is 33.6293 shares of our common stock per $1,000 principal amount of the Convertible Senior Notes (equivalent to an initial conversion price of approximately $29.74 per share of common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Convertible Senior Notes in connection with such a corporate event or notice of redemption. If we undergo a fundamental change (as defined in the indenture governing the notes), the holders of the Convertible Senior Notes may require us to repurchase all or any portion of their Convertible Senior Notes for cash at a repurchase equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased plus accrued and unpaid interest to, but excluding, the redemption date. The Convertible Senior Notes will be convertible at the option of the noteholders at any time prior to the close of business on the business day immediately preceding March 1, 2024, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Convertible Senior Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the Convertible Senior Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2024 until the close of business on the business day immediately preceding the maturity date, holders may convert their Convertible Senior Notes at any time, regardless of the foregoing circumstances. As of September 30, 2019 , none of the above circumstances had occurred and therefore the Convertible Senior Notes could not have been converted. We may not redeem the Convertible Senior Notes prior to September 6, 2022. We may redeem for cash all or any portion of the Convertible Senior Notes, at our option, on or after September 6, 2022 and on or before the 30 th scheduled trading day immediately before the maturity date if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The Convertible Senior Notes as of September 30, 2019 consisted of the following (in thousands): Outstanding principal $ 350,000 Unamortized debt discount and issuance costs (84,806 ) Net carrying amount, liability component $ 265,194 We recorded $1.1 million of interest expense related to the Convertible Senior Notes during the three and nine months ended September 30, 2019 . Other commitments In the normal course of business, we enter into various purchase commitments primarily related to service agreements and laboratory supplies. At September 30, 2019 , our total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were $4.7 million . Guarantees and indemnifications As permitted under Delaware law and in accordance with our bylaws, we indemnify our directors and officers for certain events or occurrences while the officer or director is or was serving in such capacity. The maximum amount of potential future indemnification is unlimited; however, we maintain director and officer liability insurance. This insurance allows the transfer of the risk associated with our exposure and may enable us to recover a portion of any future amounts paid. We believe the fair value of these indemnification agreements is minimal. Accordingly, we did not record any liabilities associated with these indemnification agreements at September 30, 2019 or December 31, 2018 . Contingencies We were not a party to any material legal proceedings at September 30, 2019 , or at the date of this report. We may from time to time become involved in various legal proceedings and claims arising in the ordinary course of business, and the resolution of any such claims could be material. |
Stockholders' equity
Stockholders' equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity Shares outstanding Shares of convertible preferred and common stock were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Convertible preferred stock: Shares outstanding, beginning of period 125 3,459 3,459 3,459 Conversion into common stock — — (3,334 ) — Shares outstanding, end of period 125 3,459 125 3,459 Common stock: Shares outstanding, beginning of period 93,763 68,976 75,481 53,597 Common stock issued in connection with public offering 786 4,325 11,136 17,103 Common stock issued on exercise of stock options, net 71 306 411 326 Common stock issued pursuant to vesting of RSUs 476 213 1,721 1,181 Common stock issued pursuant to exercises of warrants 10 552 29 1,098 Common stock issued pursuant to employee stock purchase plan — — 235 276 Common stock issued pursuant to business combinations 1,409 240 4,168 1,023 Common stock issued upon conversion of preferred stock — — 3,334 — Other — — — 8 Shares outstanding, end of period 96,515 74,612 96,515 74,612 2018 Sales Agreement In August 2018, we entered into a Common Stock Sales Agreement (the “2018 Sales Agreement”) with Cowen and Company, LLC (“Cowen”), under which we may offer and sell from time to time at our sole discretion shares of our common stock through Cowen as our sales agent, in an aggregate amount not to exceed $75.0 million . Cowen may sell the shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, including without limitation sales made directly on The New York Stock Exchange, and also may sell the shares in privately negotiated transactions, subject to our prior approval. Per the terms of the agreement, Cowen receives a commission equal to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2018 Sales Agreement. In March 2019, we amended the 2018 Sales Agreement to increase the aggregate amount of our common stock to be sold under this agreement not to exceed $175.0 million . During 2018, we sold 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 . During the three and nine months ended September 30, 2019, we sold a total of 0.8 million shares of common stock under the 2018 Sales Agreement at an average price of $25.71 per share, for gross proceeds of $20.2 million and net proceeds of $19.5 million . Public offerings In March 2019, we sold, in an underwritten public offering, an aggregate of 10.4 million shares of our common stock at a price of $19.00 per share, for gross proceeds of $196.7 million and net proceeds of $184.5 million . In April 2018, we sold, in an underwritten public offering, an aggregate of 12.8 million shares of our common stock at a price of $4.50 per share, for gross proceeds of $57.5 million and net proceeds of $53.5 million . Private placement In August 2017, in a private placement to certain accredited investors, we issued 5.2 million shares of common stock at a price of $8.50 per share, and 3.5 million shares of our 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 convertible into common stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like. During the nine months ended September 30, 2019 , 3.3 million shares of Series A convertible preferred stock were converted to 3.3 million shares of common stock. |
Stock incentive plans
Stock incentive plans | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock incentive plans | Stock incentive plans Stock incentive plans In 2010, we adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors and consultants under terms and provisions established by our Board of Directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than 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 our Board of Directors. The terms of options granted under the 2010 Plan may not exceed ten years . In January 2015, we adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which became effective upon the closing of our initial public offering (“IPO”). Shares outstanding under the 2010 Plan were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards. In June 2019, we amended and restated the 2015 Plan to create a pool of shares to be awarded solely as a material inducement to employees. Options granted generally vest over a period of four years . Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the award vests upon the first anniversary of the employee’s date of hire, with the remainder of the award vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule. RSUs generally vest over a period of three years . Typically, the vesting schedule for RSUs provides that 1/3 of the award vests upon each anniversary of the grant date. In June 2019, we granted Time-based RSUs in connection with the acquisition of Singular Bio which vest in three equal installments over a period of 18 months and PRSUs that vest based on the achievement of performance conditions; see further details in Note 4, "Business combinations." Under our management incentive compensation plan, in July 2019 we granted PRSUs to our executive officers as well as other specified senior level employees based on the level of achievement of a specified 2019 revenue goal. These PRSUs will vest beginning in 2020 over a period of two years and may range from 0% to 115% of the target amount of 1.0 million shares. As of September 30, 2019 , these PRSUs had a fair value of $18.3 million based on an estimated issuance of 0.8 million shares and expectation of achievement of the performance conditions. Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share amounts and years): Shares Available For Grant Stock Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balances at December 31, 2018 118 3,855 $ 8.54 6.8 $ 9,927 Additional shares reserved 13,019 — Options granted (193 ) 193 24.16 Options cancelled 33 (33 ) 12.65 Options exercised — (411 ) 7.25 RSUs and PRSUs granted (1) (6,671 ) — RSUs and PRSUs cancelled 190 — Balances at September 30, 2019 6,496 3,604 $ 9.49 6.3 $ 36,158 Options exercisable at September 30, 2019 2,948 $ 8.71 5.9 $ 31,207 Options vested and expected to vest at September 30, 2019 3,516 $ 9.35 6.3 $ 35,603 (1) Includes the Time-based RSUs and PRSUs granted as a part of the Singular Bio acquisition which are based on a fixed dollar value. The number of shares issued will be variable until the awards vest. See further details in Note 4, "Business combinations." The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of our common stock for stock options that were in-the-money. The weighted-average fair value of options to purchase common stock granted was $14.52 and $4.87 in the nine months ended September 30, 2019 and 2018 , respectively. The total grant-date fair value of options to purchase common stock vested was $3.6 million and $15.9 million in the nine months ended September 30, 2019 and 2018 , respectively. The intrinsic value of options to purchase common stock exercised was $5.8 million and $1.5 million in the nine months ended September 30, 2019 and 2018 , respectively. The following table summarizes RSU activity, which includes the Time-based RSUs and PRSUs granted in connection with our acquisition of Singular Bio and PRSUs granted related to our management incentive compensation plan (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Per Share Balance at December 31, 2018 4,031 $ 8.35 RSUs granted 1,436 $ 21.40 Time-based RSUs and PRSUs granted - Singular Bio (1) 4,280 $ 19.27 PRSUs granted 955 $ 22.62 RSUs vested (1,721 ) $ 10.53 RSUs cancelled (190 ) $ 11.17 Balance at September 30, 2019 8,791 $ 16.86 (1) The Time-based RSUs and PRSUs granted as a part of the Singular Bio acquisition in June 2019 are based on a fixed dollar value. The number of shares issued and weighted-average grant date fair value per share will be variable until the awards vest. See further details in Note 4, "Business combinations." 2015 employee stock purchase plan In January 2015, we adopted the 2015 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the closing of the IPO. Employees participating in the ESPP may purchase common stock at 85% of the lesser of the fair market value of common stock on the purchase date or last trading day preceding the offering date. At September 30, 2019 , cash received from payroll deductions pursuant to the ESPP was $2.8 million . At September 30, 2019 , a total of 0.8 million shares of common stock were reserved for issuance under the ESPP. Stock-based compensation We use the grant date fair value of our common stock to value options when granted. The fair value of share-based payments for options granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing model which requires input of various assumptions. Changes in assumptions can materially affect the fair value and ultimately how much stock-based compensation is recognized. The assumptions used to estimate the fair value of stock options granted are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Expected term (in years) — 6.0 6.0 6.0 Expected volatility —% 59.63% 64.20% 59.58% Risk-free interest rate —% 2.82% 2.58% 2.80% The following table summarizes stock-based compensation expense included in the consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenue $ 822 $ 747 $ 3,678 $ 2,320 Research and development 22,181 1,722 30,753 5,237 Selling and marketing 1,752 1,172 5,909 3,690 General and administrative 3,531 1,565 7,486 4,464 Total stock-based compensation expense $ 28,286 $ 5,206 $ 47,826 $ 15,711 |
Net loss per share
Net loss per share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net loss $ (78,707 ) $ (31,723 ) $ (165,060 ) $ (99,514 ) Shares used in computing net loss per share, basic and diluted 95,577 70,153 88,663 63,935 Net loss per share, basic and diluted $ (0.82 ) $ (0.45 ) $ (1.86 ) $ (1.56 ) The following common stock equivalents have been excluded from diluted net loss per share because their inclusion would be anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Shares of common stock subject to outstanding options 3,647 4,085 3,691 4,081 Shares of common stock subject to outstanding warrants 586 1,354 596 1,718 Shares of common stock subject to outstanding RSUs 5,915 4,061 4,878 3,289 Shares of common stock subject to outstanding PRSUs 2,722 — 994 — Shares of common stock pursuant to ESPP 229 313 219 300 Shares of common stock underlying Series A convertible preferred stock 125 3,459 896 3,459 Shares of common stock subject to convertible senior notes exercise 2,616 — 872 — Total shares of common stock equivalents 15,840 13,272 12,146 12,847 |
Geographic information
Geographic information | 9 Months Ended |
Sep. 30, 2019 | |
Segments, Geographical Areas [Abstract] | |
Geographic information | Geographic information Revenue by country is determined based on the billing address of the customer. The following presents revenue by country (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 United States $ 52,687 $ 34,906 $ 140,700 $ 95,712 Canada 1,158 1,052 3,005 3,156 Rest of world 2,666 1,408 6,834 3,475 Total revenue $ 56,511 $ 37,366 $ 150,539 $ 102,343 All long-lived assets at September 30, 2019 and December 31, 2018 , were located in the United States. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation Our unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base these estimates on historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those 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; • valuation of the liability and equity components of our convertible notes issued in September 2019 ("Convertible Senior Notes"); • the recoverability of long-lived assets; • our incremental borrowing rates used to calculate our lease obligations; • stock-based compensation expense and the fair value of awards issued; and • income tax uncertainties. |
Concentrations of credit risk and other risks and uncertainties | Concentrations of credit risk and other risks and uncertainties Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. Our cash and cash equivalents are held by financial institutions in the United States. Such deposits may exceed federally insured limits. |
Cash cash equivalents and restricted cash | Cash, cash equivalents and restricted cash We consider 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. |
Accounts receivable | Accounts receivable |
Inventory | Inventory |
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. We base the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by our management, which consider our 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 , we recognize a liability equal to the fair value of the contingent payments we expect to make as of the acquisition date. We remeasure this liability each reporting period and record 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 our operating results from the date of acquisition. |
Goodwill | Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”), our 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, we perform annual impairment reviews of our goodwill balance during the fourth fiscal quarter. In testing for impairment, we compare the fair value of our consolidated single 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, we 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 the reporting unit. |
Indefinite-lived intangible assets and in-process research and development | Indefinite-lived intangible assets ASC 350 requires companies to test indefinite-lived intangible assets for impairment annually, and more frequently if indicators of impairment exist. ASC 350 includes an optional qualitative assessment for testing indefinite-lived intangible assets for impairment that permits companies to assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that an indefinite-lived intangible asset is impaired. If a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of an indefinite-lived intangible asset or, in the case of goodwill, that the fair value of the related reporting unit, is less than carrying value, it would not have to determine the asset’s or reporting unit’s fair value, as applicable. In-process research and development Intangible assets related to in-process research and development costs (“IPR&D”) are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Prior to completion of the research and development efforts, the assets are considered indefinite-lived. During this period, the assets will not be amortized but will be tested for impairment on an annual basis and between annual tests if we become aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts. |
Fair value of financial instruments | Fair value of financial instruments Our financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, finance leases and contingent consideration. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to us, the carrying value of our finance leases and Convertible Senior Notes approximate their fair values. |
Revenue recognition and cost of revenue | Revenue recognition We recognize revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration we expect 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 patients 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, amortization of acquired intangibles and utilities. |
Stock-based compensation | Stock-based compensation We measure stock-based payment awards made to employees and directors based on the estimated fair values of the awards and recognize the compensation expense over the requisite service period. We use the Black-Scholes option-pricing model to estimate the fair value of 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. We grant 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 us. The probability of vesting is assessed at each reporting period and compensation cost is adjusted based on this probability assessment. We recognize 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, our 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. We account for stock issued in connection with business combinations based on the fair value of our common stock on the date of issuance. |
Net loss per share | 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 convertible preferred stock, options to purchase common stock, common stock warrants, Convertible Senior Notes, 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. |
Prior period reclassifications | Prior period reclassifications Statement of cash flow amounts in prior periods have been reclassified to conform with current period presentation, which includes $0.6 million of remeasurement of liabilities associated with business combinations in other adjustments to reconcile net loss to cash used in operating activities during the nine months ended September 30, 2018. |
Recent accounting pronouncements | Recent accounting pronouncements We evaluate 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 our consolidated financial statements. Recently issued accounting pronouncements not yet adopted In June 2016, FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires measurement and recognition of expected credit losses for financial assets. This guidance will become effective for us beginning in the first quarter of 2020 and must be adopted using a modified retrospective approach, with certain exceptions. We are currently evaluating the effect that adoption of this ASU will have on our consolidated financial statements. Recently adopted accounting pronouncements – Leases 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,l and ASU 2018-11 , Leases (Topic 842): Targeted Improvements (the foregoing ASUs collectively referred to as “Topic 842”). Under this guidance, lessees are required to recognize a lease liability and a right-of-use asset for all leases at the commencement date and also make expanded disclosures about leasing arrangements. On January 1, 2019, we adopted Topic 842 using the modified retrospective approach in accordance with Topic 842. Adoption of Topic 842 had a material impact on our consolidated balance sheets, but did not have an impact on our consolidated statements of operations. Prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under previous lease guidance, ASC 840: Leases. We elected the package of practical expedients permitted under the transition guidance which, among other things, allowed us to carry forward the historical classification of leases in place as of January 1, 2019. The effect of the adoption of Topic 842 on our consolidated balance sheet as of January 1, 2019 was as follows (in thousands): December 31, 2018 Adjustments Due to the Adoption of Topic 842 January 1, 2019 Property and equipment, net $ 27,886 $ (5,159 ) $ 22,727 Operating lease assets $ — $ 36,711 $ 36,711 Other assets $ 3,064 $ 5,159 $ 8,223 Accrued liabilities $ 26,563 $ (490 ) $ 26,073 Operating lease obligations $ — $ 4,697 $ 4,697 Operating lease obligations, net of current portion $ — $ 41,279 $ 41,279 Other long-term liabilities $ 8,956 $ (8,775 ) $ 181 The adjustments due to the adoption of Topic 842 primarily relate to the recognition of operating and finance lease right-of-use assets and operating lease liabilities. Finance lease assets are recorded within other assets on our consolidated balance sheet and were $5.2 million as of implementation of Topic 842 on January 1, 2019 and $4.0 million as of September 30, 2019 . Under Topic 842, we determine if an arrangement is a lease at inception primarily based on the determination of the party responsible for directing the use of an underlying asset within a contract. Operating leases are included in operating lease assets and operating lease obligations in our consolidated balance sheets. Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date which includes significant assumptions made by us including our estimated credit rating. Operating lease right-of-use assets also include any lease payments made prior to the lease commencement date and exclude any lease incentives paid or payable at the lease commencement date. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise any such options. Lease expense is recognized on a straight-line basis over the expected lease term. As allowed under Topic 842, we elected to not apply the recognition requirements of Topic 842 to short-term leases, that is, leases with terms of 12 months or less which do not include an option to purchase the underlying asset that we are reasonably certain to exercise. For short-term leases, we recognize lease payments as operating expenses on a straight-line basis over the lease term. As a result of our election of the package of practical expedients permitted under the Topic 842 transition guidance, for assets related to facilities leases we elected to account for lease and non-lease components, such as common area maintenance charges, as a single lease component. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of significant customers as percentage of total revenue and total accounts receivable | Our revenue for significant customers as a percentage of our total revenue were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Medicare 27 % 25 % 23 % 20 % United Healthcare * 10 % * * * Balance represents less than 10% of total revenue Accounts receivable for customers that represent 10% or more of our total accounts receivable presented on the consolidated balance sheets were as follows: September 30, 2019 December 31, 2018 Medicare 12 % 21 % |
Summary of restrictions on cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): September 30, December 31, Cash and cash equivalents $ 467,012 $ 112,158 Restricted cash 6,183 6,006 Total cash, cash equivalents and restricted cash $ 473,195 $ 118,164 |
Schedule of cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): September 30, December 31, Cash and cash equivalents $ 467,012 $ 112,158 Restricted cash 6,183 6,006 Total cash, cash equivalents and restricted cash $ 473,195 $ 118,164 |
Summary of effect of the adoption of Topic 842 | The effect of the adoption of Topic 842 on our consolidated balance sheet as of January 1, 2019 was as follows (in thousands): December 31, 2018 Adjustments Due to the Adoption of Topic 842 January 1, 2019 Property and equipment, net $ 27,886 $ (5,159 ) $ 22,727 Operating lease assets $ — $ 36,711 $ 36,711 Other assets $ 3,064 $ 5,159 $ 8,223 Accrued liabilities $ 26,563 $ (490 ) $ 26,073 Operating lease obligations $ — $ 4,697 $ 4,697 Operating lease obligations, net of current portion $ — $ 41,279 $ 41,279 Other long-term liabilities $ 8,956 $ (8,775 ) $ 181 |
Revenue, accounts receivable _2
Revenue, accounts receivable and deferred revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenue by payer category | The following table includes our revenues as disaggregated by payer category (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Test revenue: Institutions $ 10,407 $ 8,958 $ 28,375 $ 24,761 Patient - direct 4,567 3,280 12,364 9,705 Patient - insurance 40,528 24,373 106,684 65,548 Total test revenue 55,502 36,611 147,423 100,014 Other revenue 1,009 755 3,116 2,329 Total revenue $ 56,511 $ 37,366 $ 150,539 $ 102,343 |
Schedule of change in estimate | As a result of new information, we updated our estimate of the amounts to be recognized for previously delivered tests which resulted in the following increases to revenue and decreases to our loss from operations and basic and diluted net loss per share (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenue $ 1.2 $ 1.5 $ 4.0 $ 3.8 Loss from operations $ (1.2 ) $ (1.5 ) $ (4.0 ) $ (3.8 ) Net loss per share, basic and diluted $ (0.01 ) $ (0.02 ) $ (0.05 ) $ (0.06 ) |
Business combinations (Tables)
Business combinations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
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 $ 4,988 Property and equipment 303 In-process research and development 29,988 Total identifiable assets acquired 35,279 Current liabilities assumed (479 ) Deferred tax liability (3,950 ) Net identifiable assets acquired 30,850 Goodwill 26,461 Total purchase price $ 57,311 Cash $ 289 Developed technology 44,140 Total identifiable assets acquired 44,429 Accounts payable (8 ) Deferred tax liability (8,700 ) Net identifiable assets acquired 35,721 Goodwill 23,295 Total purchase price $ 59,016 |
Summary of purchase price and post-combination expense | The following table summarizes the purchase price and post-combination expense recorded as a part of the acquisition of Jungla in July 2019 (in thousands): Purchase Price Post-combination Expense Cash transferred $ 13,261 $ 2,151 Hold-back consideration - cash 270 253 Hold-back consideration - common stock 4,574 — Contingent consideration 10,158 542 Common stock transferred 30,753 — Total $ 59,016 $ 2,946 |
Summary of unaudited pro forma financial information | The following unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisitions had taken place as of January 1, 2018 (in thousands, except per share data): Three Months Ended September 30, 2019 2018 Invitae Singular Bio Jungla Total Invitae Singular Bio Jungla Total Revenue $ 56,511 $ — $ — $ 56,511 $ 37,366 $ — $ — $ 37,366 Net loss $ (78,707 ) $ 18,613 $ (5,831 ) $ (65,925 ) $ (31,723 ) $ (139 ) $ (1,254 ) $ (33,116 ) Shares 95,577 — 225 95,802 70,153 2,499 1,366 74,018 Basic and diluted net loss per share $ (0.82 ) $ (0.69 ) $ (0.45 ) $ (0.45 ) Nine Months Ended September 30, 2019 2018 Invitae Singular Bio Jungla Total Invitae Singular Bio Jungla Total Revenue $ 150,539 $ — $ — $ 150,539 $ 102,343 $ — $ — $ 102,343 Net loss $ (165,060 ) $ 21,844 $ (8,381 ) $ (151,597 ) $ (99,514 ) $ (1,071 ) $ (3,762 ) $ (104,347 ) Shares 88,663 1,553 984 91,200 63,935 2,499 1,366 67,800 Basic and diluted net loss per share $ (1.86 ) $ (1.66 ) $ (1.56 ) $ (1.54 ) |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill | The changes in the carrying amounts of goodwill were as follows (in thousands): Balance as of December 31, 2018 $ 50,095 Goodwill acquired - Singular Bio 26,461 Goodwill acquired - Jungla 23,295 Balance as of September 30, 2019 $ 99,851 |
Schedule of finite-lived intangible assets | The following table presents details of our intangible assets (in thousands): September 30, 2019 December 31, 2018 Cost Accumulated Net Weighted-Average Cost Accumulated Net Weighted-Average Customer relationships $ 23,763 $ (4,550 ) $ 19,213 10.0 $ 23,763 $ (2,783 ) $ 20,980 10.0 Developed technology 56,103 (6,298 ) 49,805 8.9 11,963 (3,482 ) 8,481 4.8 Non-compete agreement 286 (157 ) 129 5.0 286 (114 ) 172 5.0 Trade name 576 (441 ) 135 2.7 576 (329 ) 247 2.7 Patent licensing agreement 496 (64 ) 432 15.0 496 (37 ) 459 15.0 Favorable leases 247 (209 ) 38 2.2 247 (117 ) 130 2.2 In-process research and development 29,988 — 29,988 n/a — — — n/a $ 111,459 $ (11,719 ) $ 99,740 6.7 $ 37,331 $ (6,862 ) $ 30,469 8.2 |
Summary of estimated future amortization expense of intangible assets with finite lives | The following table summarizes our estimated future amortization expense of intangible assets with finite lives as of September 30, 2019 (in thousands): 2019 (remainder of year) $ 2,416 2020 9,939 2021 10,243 2022 8,538 2023 7,525 Thereafter 31,091 Total estimated future amortization expense $ 69,752 |
Balance sheet components (Table
Balance sheet components (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and equipment | Property and equipment consisted of the following (in thousands): September 30, 2019 December 31, 2018 Leasehold improvements $ 14,049 $ 13,034 Laboratory equipment 26,136 22,149 Equipment under capital lease — 7,129 Computer equipment 5,454 4,723 Software 2,659 2,594 Furniture and fixtures 941 784 Automobiles 58 20 Construction-in-progress 10,585 1,962 Total property and equipment, gross 59,882 52,395 Accumulated depreciation and amortization (27,705 ) (24,509 ) Total property and equipment, net $ 32,177 $ 27,886 |
Schedule of Accrued liabilities | Accrued liabilities consisted of the following (in thousands): September 30, 2019 December 31, 2018 Accrued compensation and related expenses $ 12,684 $ 7,917 Liabilities associated with business combinations 26,771 6,460 Liability associated with co-development agreement — 2,000 Deferred revenue 1,151 761 Other 12,645 9,425 Total accrued liabilities $ 53,251 $ 26,563 |
Schedule of Other long-term liabilities | Other long-term liabilities consisted of the following (in thousands): September 30, 2019 December 31, 2018 Lease incentive obligation, non-current $ — $ 3,280 Deferred rent, non-current — 5,495 Liabilities associated with business combinations, non-current 7,800 — Other non-current liabilities — 181 Total other long-term liabilities $ 7,800 $ 8,956 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial instruments at fair value on a recurring basis | The following tables set forth the fair value of our consolidated financial instruments that were measured at fair value on a recurring basis (in thousands): September 30, 2019 Amortized Cost Unrealized Estimated Fair Value Gains Losses Level 1 Level 2 Level 3 Financial assets: Money market funds $ 452,306 $ — $ — $ 452,306 $ 452,306 $ — $ — Certificates of deposit 300 — — 300 — 300 — Total financial assets $ 452,606 $ — $ — $ 452,606 $ 452,306 $ 300 $ — Financial liabilities: Contingent consideration $ 11,000 — — $ 11,000 Total financial liabilities $ 11,000 — — $ 11,000 September 30, 2019 Reported as: Cash equivalents $ 446,123 Restricted cash 6,183 Marketable securities 300 Total cash equivalents, restricted cash, and marketable securities $ 452,606 Accrued liabilities $ 3,200 Other long-term liabilities $ 7,800 December 31, 2018 Amortized Cost Unrealized Estimated Fair Value Gains Losses 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 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of lease cost | The components of lease costs, which were included in cost of revenue, research and development, selling and marketing and general and administrative expenses on our consolidated statements of operations were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Operating lease costs $ 2,666 $ 2,416 $ 7,747 $ 7,248 Sublease income (43 ) (39 ) (129 ) (117 ) Total operating lease costs 2,623 2,377 7,618 7,131 Finance lease costs 386 410 1,197 1,365 Total lease costs $ 3,009 $ 2,787 $ 8,815 $ 8,496 |
Schedule of future minimum payments under operating leases | Future minimum payments under non-cancelable operating leases as of September 30, 2019 are as follows (in thousands): 2019 (remainder of year) $ 2,768 2020 10,637 2021 10,676 2022 10,636 2023 9,912 Thereafter 28,273 Future non-cancelable minimum operating lease payments 72,902 Less: minimum payments to be received from non-cancelable subleases (44 ) Total future non-cancelable minimum operating lease payments, net 72,858 Less: imputed interest (23,264 ) Total operating lease liabilities 49,594 Less: current portion (5,186 ) Operating lease obligations, net of current portion $ 44,408 |
Schedule of future minimum lease payments under finance leases | Future payments under finance leases at September 30, 2019 are as follows (in thousands): 2019 (remainder of year) $ 509 2020 1,355 Total finance lease obligations 1,864 Less: interest (60 ) Present value of net minimum finance lease payments 1,804 Less: current portion (1,636 ) Finance lease obligations, net of current portion $ 168 |
Components of debt | The Convertible Senior Notes as of September 30, 2019 consisted of the following (in thousands): Outstanding principal $ 350,000 Unamortized debt discount and issuance costs (84,806 ) Net carrying amount, liability component $ 265,194 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of convertible preferred and common stock | Shares of convertible preferred and common stock were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Convertible preferred stock: Shares outstanding, beginning of period 125 3,459 3,459 3,459 Conversion into common stock — — (3,334 ) — Shares outstanding, end of period 125 3,459 125 3,459 Common stock: Shares outstanding, beginning of period 93,763 68,976 75,481 53,597 Common stock issued in connection with public offering 786 4,325 11,136 17,103 Common stock issued on exercise of stock options, net 71 306 411 326 Common stock issued pursuant to vesting of RSUs 476 213 1,721 1,181 Common stock issued pursuant to exercises of warrants 10 552 29 1,098 Common stock issued pursuant to employee stock purchase plan — — 235 276 Common stock issued pursuant to business combinations 1,409 240 4,168 1,023 Common stock issued upon conversion of preferred stock — — 3,334 — Other — — — 8 Shares outstanding, end of period 96,515 74,612 96,515 74,612 |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of activity under the plans | Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share amounts and years): Shares Available For Grant Stock Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balances at December 31, 2018 118 3,855 $ 8.54 6.8 $ 9,927 Additional shares reserved 13,019 — Options granted (193 ) 193 24.16 Options cancelled 33 (33 ) 12.65 Options exercised — (411 ) 7.25 RSUs and PRSUs granted (1) (6,671 ) — RSUs and PRSUs cancelled 190 — Balances at September 30, 2019 6,496 3,604 $ 9.49 6.3 $ 36,158 Options exercisable at September 30, 2019 2,948 $ 8.71 5.9 $ 31,207 Options vested and expected to vest at September 30, 2019 3,516 $ 9.35 6.3 $ 35,603 (1) Includes the Time-based RSUs and PRSUs granted as a part of the Singular Bio acquisition which are based on a fixed dollar value. The number of shares issued will be variable until the awards vest. See further details in Note 4, "Business combinations." |
Summary of RSU activity | The following table summarizes RSU activity, which includes the Time-based RSUs and PRSUs granted in connection with our acquisition of Singular Bio and PRSUs granted related to our management incentive compensation plan (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Per Share Balance at December 31, 2018 4,031 $ 8.35 RSUs granted 1,436 $ 21.40 Time-based RSUs and PRSUs granted - Singular Bio (1) 4,280 $ 19.27 PRSUs granted 955 $ 22.62 RSUs vested (1,721 ) $ 10.53 RSUs cancelled (190 ) $ 11.17 Balance at September 30, 2019 8,791 $ 16.86 (1) The Time-based RSUs and PRSUs granted as a part of the Singular Bio acquisition in June 2019 are based on a fixed dollar value. The number of shares issued and weighted-average grant date fair value per share will be variable until the awards vest. See further details in Note 4, "Business combinations." |
Schedule of assumptions used in determination of fair value of options | The assumptions used to estimate the fair value of stock options granted are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Expected term (in years) — 6.0 6.0 6.0 Expected volatility —% 59.63% 64.20% 59.58% Risk-free interest rate —% 2.82% 2.58% 2.80% |
Summary of stock based compensation expense | The following table summarizes stock-based compensation expense included in the consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenue $ 822 $ 747 $ 3,678 $ 2,320 Research and development 22,181 1,722 30,753 5,237 Selling and marketing 1,752 1,172 5,909 3,690 General and administrative 3,531 1,565 7,486 4,464 Total stock-based compensation expense $ 28,286 $ 5,206 $ 47,826 $ 15,711 |
Net loss per share (Tables)
Net loss per share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net loss $ (78,707 ) $ (31,723 ) $ (165,060 ) $ (99,514 ) Shares used in computing net loss per share, basic and diluted 95,577 70,153 88,663 63,935 Net loss per share, basic and diluted $ (0.82 ) $ (0.45 ) $ (1.86 ) $ (1.56 ) |
Schedule of antidilutive securities excluded from computation of earnings per share | The following common stock equivalents have been excluded from diluted net loss per share because their inclusion would be anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Shares of common stock subject to outstanding options 3,647 4,085 3,691 4,081 Shares of common stock subject to outstanding warrants 586 1,354 596 1,718 Shares of common stock subject to outstanding RSUs 5,915 4,061 4,878 3,289 Shares of common stock subject to outstanding PRSUs 2,722 — 994 — Shares of common stock pursuant to ESPP 229 313 219 300 Shares of common stock underlying Series A convertible preferred stock 125 3,459 896 3,459 Shares of common stock subject to convertible senior notes exercise 2,616 — 872 — Total shares of common stock equivalents 15,840 13,272 12,146 12,847 |
Geographic information (Tables)
Geographic information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segments, Geographical Areas [Abstract] | |
Schedule of revenue by country | The following presents revenue by country (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 United States $ 52,687 $ 34,906 $ 140,700 $ 95,712 Canada 1,158 1,052 3,005 3,156 Rest of world 2,666 1,408 6,834 3,475 Total revenue $ 56,511 $ 37,366 $ 150,539 $ 102,343 |
Organization and description _2
Organization and description of business - Additional Information (Details) gene in Thousands | 9 Months Ended |
Sep. 30, 2019Segmentgene | |
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 - Schedule of customers revenue as percentage of total revenue (Details) - Customer Concentration Risk - Total Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Medicare | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk | 27.00% | 25.00% | 23.00% | 20.00% |
United Healthcare | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk | 10.00% |
Summary of significant accoun_5
Summary of significant accounting policies - Schedule of significant customers as percentage of total accounts receivable (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Customer Concentration Risk | Total Accounts Receivable | Medicare | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration risk | 12.00% | 21.00% |
Summary of significant accoun_6
Summary of significant accounting policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||||
Inventory | $ 6,000,000 | $ 6,000,000 | $ 8,300,000 | ||
Goodwill impairment losses | $ 0 | $ 0 | $ 0 | $ 0 | |
Prior period adjustment | $ 600,000 |
Summary of significant accoun_7
Summary of significant accounting policies - Reconciliation of cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 467,012 | $ 112,158 | ||
Restricted cash | 6,183 | 6,006 | ||
Total cash, cash equivalents and restricted cash | $ 473,195 | $ 118,164 | $ 106,425 | $ 17,459 |
Summary of significant accoun_8
Summary of significant accounting policies - Summary of effect of the adoption of Topic 842 (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property and equipment, net | $ 32,177 | $ 22,727 | $ 27,886 |
Operating lease assets | 39,112 | 36,711 | |
Other assets | 4,795 | 8,223 | 3,064 |
Accrued liabilities | 53,251 | 26,073 | 26,563 |
Operating lease obligations | 5,186 | 4,697 | |
Operating lease obligations, net of current portion | 44,408 | 41,279 | |
Other long-term liabilities | 7,800 | 181 | $ 8,956 |
Finance lease asset | $ 4,000 | 5,200 | |
Adjustments Due to the Adoption of Topic 842 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property and equipment, net | (5,159) | ||
Operating lease assets | 36,711 | ||
Other assets | 5,159 | ||
Accrued liabilities | (490) | ||
Operating lease obligations | 4,697 | ||
Operating lease obligations, net of current portion | 41,279 | ||
Other long-term liabilities | $ (8,775) |
Revenue, accounts receivable _3
Revenue, accounts receivable and deferred revenue - Schedule of disaggregated revenue by payer category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 56,511 | $ 37,366 | $ 150,539 | $ 102,343 |
Test revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 55,502 | 36,611 | 147,423 | 100,014 |
Test revenue | Institutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,407 | 8,958 | 28,375 | 24,761 |
Test revenue | Patient - direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,567 | 3,280 | 12,364 | 9,705 |
Test revenue | Patient - insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 40,528 | 24,373 | 106,684 | 65,548 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,009 | $ 755 | $ 3,116 | $ 2,329 |
Revenue, accounts receivable _4
Revenue, accounts receivable and deferred revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 56,511 | $ 37,366 | $ 150,539 | $ 102,343 |
Revenue re-requisition rights period | 90 days | |||
Change in estimate of revenue recognition | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,200 | 1,500 | $ 4,000 | 3,800 |
Test revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 55,502 | $ 36,611 | $ 147,423 | 100,014 |
Test revenue | Change in estimate of revenue recognition | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 3,800 |
Revenue, accounts receivable _5
Revenue, accounts receivable and deferred revenue - Schedule of change in estimate (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | $ 56,511 | $ 37,366 | $ 150,539 | $ 102,343 |
Change in loss from operations | $ 76,983 | $ 30,110 | $ 165,076 | $ 96,653 |
Net loss per share, basic and diluted | $ 0.82 | $ 0.45 | $ 1.86 | $ 1.56 |
Change in estimate of revenue recognition | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | $ 1,200 | $ 1,500 | $ 4,000 | $ 3,800 |
Change in loss from operations | $ (1,200) | $ (1,500) | $ (4,000) | $ (3,800) |
Net loss per share, basic and diluted | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.06) |
Business combinations - Singula
Business combinations - Singular Bio - Additional Information (Details) - USD ($) $ in Thousands | May 31, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||
Business acquisition common stock issued (in shares) | 200,000 | |||||||
Goodwill | $ 99,851 | $ 99,851 | $ 50,095 | |||||
Income tax benefit | 8,700 | $ 0 | 12,650 | $ 0 | ||||
Total stock-based compensation expense | $ 28,286 | $ 5,206 | 47,826 | $ 15,711 | ||||
Singular Bio | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of diluted interest acquired | 100.00% | |||||||
Business combination, total purchase consideration | $ 57,300 | |||||||
Common stock transferred | $ 53,900 | |||||||
Business acquisition common stock issued (in shares) | 2,500,000 | |||||||
Transaction costs | 1,300 | |||||||
Goodwill | $ 26,461 | |||||||
Income tax benefit | 4,000 | |||||||
Common stock | Singular Bio | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition common stock issued, shares related to hold back | 1,800,000 | |||||||
Acceleration of vested equity | Singular Bio | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs | $ 3,200 | |||||||
Stock incentive plans | ||||||||
Business Acquisition [Line Items] | ||||||||
Vesting rate upon anniversaries | 25.00% | |||||||
Vesting period | 4 years | |||||||
Stock incentive plans | Singular Bio | ||||||||
Business Acquisition [Line Items] | ||||||||
RSUs granted (in shares) | 4,000,000 | |||||||
Restricted Stock Units (RSUs) | ||||||||
Business Acquisition [Line Items] | ||||||||
RSUs granted (in shares) | 1,436,000 | |||||||
Vested stock units awarded (in shares) | 1,721,000 | |||||||
Restricted Stock Units (RSUs) | Stock incentive plans | ||||||||
Business Acquisition [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Restricted Stock Units (RSUs) | Stock incentive plans | Singular Bio | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, value of units granted | 90,000 | |||||||
Vested stock units awarded (in shares) | 0 | |||||||
RSU - Service based | Stock incentive plans | Singular Bio | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, value of units granted | 45,000 | |||||||
Total stock-based compensation expense | $ 6,700 | $ 7,600 | ||||||
Fair value | $ 41,200 | |||||||
Performance Restricted Stock Units (PRSUs) | ||||||||
Business Acquisition [Line Items] | ||||||||
RSUs granted (in shares) | 955,000 | |||||||
Performance Restricted Stock Units (PRSUs) | Stock incentive plans | Singular Bio | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, value of units granted | $ 45,000 | |||||||
Vesting period | 12 months | 18 months | ||||||
Total stock-based compensation expense | $ 11,900 | $ 13,600 | ||||||
Fair value | $ 36,700 | |||||||
First anniversary | Restricted Stock Units (RSUs) | Stock incentive plans | ||||||||
Business Acquisition [Line Items] | ||||||||
Vesting rate upon anniversaries | 33.33% | |||||||
First anniversary | Restricted Stock Units (RSUs) | Stock incentive plans | Singular Bio | ||||||||
Business Acquisition [Line Items] | ||||||||
Vesting rate upon anniversaries | 33.33% | 33.33% | ||||||
Second anniversary | Restricted Stock Units (RSUs) | Stock incentive plans | ||||||||
Business Acquisition [Line Items] | ||||||||
Vesting rate upon anniversaries | 33.33% | |||||||
Second anniversary | Restricted Stock Units (RSUs) | Stock incentive plans | Singular Bio | ||||||||
Business Acquisition [Line Items] | ||||||||
Vesting rate upon anniversaries | 33.33% | 33.33% | ||||||
Third anniversary | Restricted Stock Units (RSUs) | Stock incentive plans | ||||||||
Business Acquisition [Line Items] | ||||||||
Vesting rate upon anniversaries | 33.33% | |||||||
Third anniversary | Restricted Stock Units (RSUs) | Stock incentive plans | Singular Bio | ||||||||
Business Acquisition [Line Items] | ||||||||
Vesting rate upon anniversaries | 33.33% | 33.33% | ||||||
Co Development Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Payment of refusal fees related to the acquisition agreement | $ 3,000 |
Business combinations - Singu_2
Business combinations - Singular Bio - Summary of fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 99,851 | $ 50,095 | |
Singular Bio | |||
Business Acquisition [Line Items] | |||
Cash | $ 4,988 | ||
Property and equipment | 303 | ||
In-process research and development | 29,988 | ||
Total identifiable assets acquired | 35,279 | ||
Current liabilities assumed | (479) | ||
Deferred tax liability | (3,950) | ||
Net identifiable assets acquired | 30,850 | ||
Goodwill | 26,461 | ||
Total purchase price | $ 57,311 |
Business combinations - Jungla
Business combinations - Jungla - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2019 | Apr. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||||
Business acquisition common stock issued (in shares) | 200,000 | ||||||
Developed technology estimated useful life | 6 years 8 months 12 days | 8 years 2 months 12 days | |||||
Goodwill | $ 99,851 | $ 99,851 | $ 50,095 | ||||
Income tax benefit | 8,700 | $ 0 | 12,650 | $ 0 | |||
Jungla | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of diluted interest acquired | 100.00% | ||||||
Business combination, total purchase consideration | $ 59,016 | ||||||
Common stock transferred | $ 44,900 | ||||||
Business acquisition common stock issued (in shares) | 1,400,000 | ||||||
Transaction costs | 600 | 600 | |||||
Common stock transferred | $ 30,753 | ||||||
Fair value of developed technology | $ 44,140 | ||||||
Developed technology estimated useful life | 10 years | ||||||
Goodwill | $ 23,295 | ||||||
Income tax benefit | $ 8,700 | ||||||
Indemnification obligations | Jungla | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition common stock issued (in shares) | 200,000 | ||||||
Ongoing development post-close milestones | Jungla | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration | $ 10,700 | ||||||
Common stock transferred | $ 9,600 | ||||||
Business acquisition, expected milestone duration | 2 years | ||||||
Acceleration of vested equity | Jungla | |||||||
Business Acquisition [Line Items] | |||||||
Transaction costs | $ 2,946 | ||||||
Contingent consideration | Level 3 | Ongoing development post-close milestones | Jungla | |||||||
Business Acquisition [Line Items] | |||||||
Contingent obligation, fair value | $ 10,700 | $ 11,000 | $ 11,000 |
Business combinations - Jungl_2
Business combinations - Jungla - Summary of the purchase price and post-combination expense (Details) - Jungla $ in Thousands | 1 Months Ended |
Jul. 31, 2019USD ($) | |
Purchase Price | |
Cash transferred | $ 13,261 |
Hold-back consideration - cash | 270 |
Hold-back consideration - common stock | 4,574 |
Contingent consideration | 10,158 |
Common stock transferred | 30,753 |
Total | 59,016 |
Acceleration of vested equity | |
Post-combination Expense | |
Cash transferred | 2,151 |
Hold-back consideration - cash | 253 |
Hold-back consideration - common stock | 0 |
Contingent consideration | 542 |
Common stock transferred | 0 |
Total | $ 2,946 |
Business combinations - Jungl_3
Business combinations - Jungla - Summary of fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jul. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 99,851 | $ 50,095 | |
Jungla | |||
Business Acquisition [Line Items] | |||
Cash | $ 289 | ||
Developed technology | 44,140 | ||
Total identifiable assets acquired | 44,429 | ||
Accounts payable | (8) | ||
Deferred tax liability | (8,700) | ||
Net identifiable assets acquired | 35,721 | ||
Goodwill | 23,295 | ||
Total purchase price | $ 59,016 |
Business combinations - Pro for
Business combinations - Pro forma financial information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 31, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Business Acquisition [Line Items] | |||||||
Business acquisition common stock issued (in shares) | 200,000 | ||||||
Shares | 95,577,000 | 70,153,000 | 88,663,000 | 63,935,000 | |||
Singular Bio | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition common stock issued (in shares) | 2,500,000 | ||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | |||
Net loss | $ 18,613 | $ (139) | $ 21,844 | $ (1,071) | |||
Shares | 0 | 2,499,000 | 1,553,000 | 2,499,000 | |||
Jungla | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition common stock issued (in shares) | 1,400,000 | ||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | |||
Net loss | $ (5,831) | $ (1,254) | $ (8,381) | $ (3,762) | |||
Shares | 225,000 | 1,366,000 | 984,000 | 1,366,000 | |||
Invitae | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | $ 56,511 | $ 37,366 | $ 150,539 | $ 102,343 | |||
Net loss | $ (78,707) | $ (31,723) | $ (165,060) | $ (99,514) | |||
Shares | 95,577,000 | 70,153,000 | 88,663,000 | 63,935,000 | |||
Basic net loss per share (in dollars per share) | $ (0.82) | $ (0.45) | $ (1.86) | $ (1.56) | |||
Diluted net loss per share (in dollars per share) | $ (0.82) | $ (0.45) | $ (1.86) | $ (1.56) | |||
Total | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | $ 56,511 | $ 37,366 | $ 150,539 | $ 102,343 | |||
Net loss | $ (65,925) | $ (33,116) | $ (151,597) | $ (104,347) | |||
Shares | 95,802,000 | 74,018,000 | 91,200,000 | 67,800,000 | |||
Basic net loss per share (in dollars per share) | $ (0.69) | $ (0.45) | $ (1.66) | $ (1.54) | |||
Diluted net loss per share (in dollars per share) | $ (0.69) | $ (0.45) | $ (1.66) | $ (1.54) |
Goodwill and intangible asset_2
Goodwill and intangible assets - Summary of goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 50,095 |
Ending Balance | 99,851 |
Singular Bio | |
Goodwill [Line Items] | |
Goodwill acquired | 26,461 |
Jungla | |
Goodwill [Line Items] | |
Goodwill acquired | $ 23,295 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 2.2 | $ 1.3 | $ 4.9 | $ 3.8 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Schedule of finite-lived intangible assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (11,719) | $ (6,862) |
Net, finite intangible assets | $ 69,752 | |
Weighted-Average Useful Life (in Years) | 6 years 8 months 12 days | 8 years 2 months 12 days |
Cost | $ 111,459 | $ 37,331 |
Net | 99,740 | 30,469 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | 23,763 | 23,763 |
Accumulated Amortization | (4,550) | (2,783) |
Net, finite intangible assets | $ 19,213 | $ 20,980 |
Weighted-Average Useful Life (in Years) | 10 years | 10 years |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 56,103 | $ 11,963 |
Accumulated Amortization | (6,298) | (3,482) |
Net, finite intangible assets | $ 49,805 | $ 8,481 |
Weighted-Average Useful Life (in Years) | 8 years 10 months 24 days | 4 years 9 months 18 days |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 286 | $ 286 |
Accumulated Amortization | (157) | (114) |
Net, finite intangible assets | $ 129 | $ 172 |
Weighted-Average Useful Life (in Years) | 5 years | 5 years |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 576 | $ 576 |
Accumulated Amortization | (441) | (329) |
Net, finite intangible assets | $ 135 | $ 247 |
Weighted-Average Useful Life (in Years) | 2 years 8 months 12 days | 2 years 8 months 12 days |
Patent licensing agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 496 | $ 496 |
Accumulated Amortization | (64) | (37) |
Net, finite intangible assets | $ 432 | $ 459 |
Weighted-Average Useful Life (in Years) | 15 years | 15 years |
Favorable leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite intangible | $ 247 | $ 247 |
Accumulated Amortization | (209) | (117) |
Net, finite intangible assets | $ 38 | $ 130 |
Weighted-Average Useful Life (in Years) | 2 years 2 months 12 days | 2 years 2 months 12 days |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
In-process research and development | $ 29,988 | $ 0 |
Goodwill and intangible asset_5
Goodwill and intangible assets - Summary of estimated future amortization expense of intangible assets with finite lives (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 (remainder of year) | $ 2,416 |
2020 | 9,939 |
2021 | 10,243 |
2022 | 8,538 |
2023 | 7,525 |
Thereafter | 31,091 |
Net, finite intangible assets | $ 69,752 |
Balance sheet components - Sche
Balance sheet components - Schedule of Property and equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Property and equipment | |||
Total property and equipment, gross | $ 59,882 | $ 52,395 | |
Accumulated depreciation and amortization | (27,705) | (24,509) | |
Total property and equipment, net | 32,177 | $ 22,727 | 27,886 |
Leasehold improvements | |||
Property and equipment | |||
Total property and equipment, gross | 14,049 | 13,034 | |
Laboratory equipment | |||
Property and equipment | |||
Total property and equipment, gross | 26,136 | 22,149 | |
Equipment under capital lease | |||
Property and equipment | |||
Total property and equipment, gross | 0 | 7,129 | |
Computer equipment | |||
Property and equipment | |||
Total property and equipment, gross | 5,454 | 4,723 | |
Software | |||
Property and equipment | |||
Total property and equipment, gross | 2,659 | 2,594 | |
Furniture and fixtures | |||
Property and equipment | |||
Total property and equipment, gross | 941 | 784 | |
Automobiles | |||
Property and equipment | |||
Total property and equipment, gross | 58 | 20 | |
Construction-in-progress | |||
Property and equipment | |||
Total property and equipment, gross | $ 10,585 | $ 1,962 |
Balance sheet components - Addi
Balance sheet components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation | $ 1.8 | $ 2.1 | $ 5.2 | $ 6.5 |
Balance sheet components - Accr
Balance sheet components - Accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | |||
Accrued compensation and related expenses | $ 12,684 | $ 7,917 | |
Liabilities associated with business combinations | 26,771 | 6,460 | |
Liability associated with co-development agreement | 0 | 2,000 | |
Deferred revenue | 1,151 | 761 | |
Other | 12,645 | 9,425 | |
Total accrued liabilities | $ 53,251 | $ 26,073 | $ 26,563 |
Balance sheet components - Othe
Balance sheet components - Other long-term liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | |||
Lease incentive obligation, non-current | $ 0 | $ 3,280 | |
Deferred rent, non-current | 5,495 | ||
Liabilities associated with business combinations, non-current | 7,800 | 0 | |
Other non-current liabilities | 181 | ||
Total other long-term liabilities | $ 7,800 | $ 181 | $ 8,956 |
Fair value measurements - Finan
Fair value measurements - Financial instruments at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | $ 452,606 | $ 121,133 | |
Unrealized Losses | (5) | ||
Estimated Fair Value | 452,606 | 121,128 | |
Cash equivalents | 446,123 | 101,395 | |
Restricted cash | 6,183 | 6,006 | |
Marketable securities | 300 | 13,727 | |
Accrued liabilities | 53,251 | $ 26,073 | 26,563 |
Other long-term liabilities | 7,800 | $ 181 | 8,956 |
Recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | 452,606 | 121,128 | |
Total financial liabilities | 11,000 | 4,998 | |
Recurring basis | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | 452,306 | 103,924 | |
Recurring basis | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | 300 | 17,204 | |
Recurring basis | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial liabilities | 11,000 | 4,998 | |
Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 452,306 | 93,934 | |
Money market funds | Recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated Fair Value | 452,306 | 93,934 | |
Money market funds | Recurring basis | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated Fair Value | 452,306 | 93,934 | |
Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 300 | 300 | |
Certificates of deposit | Recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated Fair Value | 300 | 300 | |
Certificates of deposit | Recurring basis | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated Fair Value | 300 | 300 | |
Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 10,908 | ||
Unrealized Losses | (1) | ||
Commercial paper | Recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated Fair Value | 10,907 | ||
Commercial paper | Recurring basis | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated Fair Value | 10,907 | ||
U.S. treasury notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 9,990 | ||
U.S. treasury notes | Recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated Fair Value | 9,990 | ||
U.S. treasury notes | Recurring basis | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated Fair Value | 9,990 | ||
U.S. government agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 6,001 | ||
Unrealized Losses | (4) | ||
U.S. government agency securities | Recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated Fair Value | 5,997 | ||
U.S. government agency securities | Recurring basis | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated Fair Value | 5,997 | ||
Contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Accrued liabilities | 3,200 | 4,998 | |
Other long-term liabilities | 7,800 | ||
Contingent consideration | Recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial liabilities | 11,000 | 4,998 | |
Contingent consideration | Recurring basis | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial liabilities | $ 11,000 | $ 4,998 |
Fair value measurements - Addit
Fair value measurements - Additional Information (Details) | 1 Months Ended | 9 Months Ended | ||
Jul. 31, 2019USD ($)shares | Apr. 30, 2019USD ($)shares | Sep. 30, 2019USD ($)security | Dec. 31, 2018USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Transfers of assets and liabilities between Level 1, Level 2 and Level 3 | $ 0 | $ 0 | ||
Fair value of investments with unrealized losses | $ 0 | |||
Number of securities that are in continuous unrealized loss position for more than one year | security | 0 | |||
Other than temporary impairment losses | $ 0 | |||
Business acquisition common stock issued (in shares) | shares | 200,000 | |||
Jungla | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business acquisition common stock issued (in shares) | shares | 1,400,000 | |||
Common stock transferred | $ 30,753,000 | |||
AltaVoice | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 5,000,000 | |||
Ongoing development post-close milestones | Jungla | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 10,700,000 | |||
Common stock transferred | 9,600,000 | |||
Contingent milestone | AltaVoice | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent obligation revenue threshold | 10,000,000 | |||
Common stock | AltaVoice | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common stock transferred | $ 5,200,000 | |||
Level 3 | Contingent consideration | Ongoing development post-close milestones | Jungla | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent obligation, fair value | $ 10,700,000 | $ 11,000,000 |
Commitments and contingencies -
Commitments and contingencies - (Operating Leases) - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2015 | |
Lessor, Lease, Description [Line Items] | |||
Weighted-average remaining lease term | 6 years 1 month 6 days | 6 years 1 month 6 days | |
Weighted-average discount rate | 11.50% | 11.50% | |
Operating lease, cash payments | $ 2.7 | $ 7.6 | |
New Leases | Office Facility In San Francisco | |||
Lessor, Lease, Description [Line Items] | |||
Additional term of lease | 10 years | ||
Lease term | 10 years | ||
Security Deposit | $ 4.6 |
Commitments and contingencies_2
Commitments and contingencies - Components of lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease costs | $ 2,666 | $ 7,747 | ||
Operating lease costs | $ 2,416 | $ 7,248 | ||
Sublease income | (43) | (129) | ||
Sublease income | (39) | (117) | ||
Total operating lease costs | 2,623 | 7,618 | ||
Total operating lease costs | 2,377 | 7,131 | ||
Finance lease costs | 386 | 1,197 | ||
Finance lease costs | 410 | 1,365 | ||
Total lease costs | $ 3,009 | $ 8,815 | ||
Total lease costs | $ 2,787 | $ 8,496 |
Commitments and contingencies_3
Commitments and contingencies - Schedule of future minimum payments under operating leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Future minimum lease payments under operating leases | ||
2019 (remainder of year) | $ 2,768 | |
2020 | 10,637 | |
2021 | 10,676 | |
2022 | 10,636 | |
2023 | 9,912 | |
Thereafter | 28,273 | |
Future non-cancelable minimum operating lease payments | 72,902 | |
Less: minimum payments to be received from non-cancelable subleases | (44) | |
Total future non-cancelable minimum operating lease payments, net | 72,858 | |
Less: imputed interest | (23,264) | |
Total operating lease liabilities | 49,594 | |
Less: current portion | (5,186) | $ (4,697) |
Operating lease obligations, net of current portion | $ 44,408 | $ 41,279 |
Commitments and contingencies_4
Commitments and contingencies - (Finance Leases) - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease term | 3 years | 3 years |
Weighted-average remaining lease term | 10 months 24 days | 10 months 24 days |
Weighted-average discount rate | 6.20% | 6.20% |
Finance lease, cash payments | $ 0.5 | $ 1.6 |
Commitments and contingencies_5
Commitments and contingencies - Schedule of future minimum lease payments under finance leases (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Future payments under the finance lease | |
2019 (remainder of year) | $ 509 |
2020 | 1,355 |
Total finance lease obligations | 1,864 |
Less: interest | (60) |
Present value of net minimum finance lease payments | 1,804 |
Less: current portion | (1,636) |
Finance lease obligations, net of current portion | $ 168 |
Commitments and contingencies_6
Commitments and contingencies - (Debt Financing) - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Nov. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Long-term Purchase Commitment [Line Items] | ||||||
Payments of debt extinguishment costs | $ 10,638,000 | $ 0 | ||||
Note Purchase Agreement | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Maximum borrowing capacity | $ 200,000,000 | |||||
Maturity term | 7 years | |||||
Repayment of debt | $ 85,700,000 | |||||
Repayment of principal | 75,000,000 | |||||
Repayment of accrued interest | 2,400,000 | |||||
Payments of debt extinguishment costs | $ 8,900,000 | |||||
Initial sale of notes | Note Purchase Agreement | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Maximum borrowing capacity | $ 75,000,000 | |||||
Proceeds from notes sold | 10,300,000 | |||||
Loan and Security Agreement | Secured Debt | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Repayment of term loan | $ 64,700,000 | |||||
Interest expense | $ 1,600,000 | $ 1,800,000 | $ 5,500,000 | $ 4,700,000 |
Commitments and contingencies_7
Commitments and contingencies - (Convertible Senior Notes) - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019USD ($)Trading_day$ / sharesshares | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2018USD ($) | |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of convertible senior notes, net | $ 339,900,000 | $ 0 | ||
Convertible debt | Convertible Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | |
Stated interest rate | 2.00% | 2.00% | 2.00% | |
Proceeds from issuance of convertible senior notes, net | $ 339,900,000 | |||
Maturity term | 5 years | |||
Equity component | $ 75,500,000 | $ 75,500,000 | $ 75,500,000 | |
Conversion rate, shares | shares | 33.6293 | |||
Conversion rate, principal | $ 1,000 | |||
Conversion price (in dollars per share) | $ / shares | $ 29.74 | $ 29.74 | $ 29.74 | |
Redemption price, percent of principle | 100.00% | |||
Number of trading days | Trading_day | 20 | |||
Number of consecutive trading days | Trading_day | 30 | |||
Threshold percentage of stock price trigger | 130.00% | |||
Number of trading days immediately after five consecutive trading days | Trading_day | 5 | |||
Threshold percentage of stock price trigger, maximum | 98.00% | |||
Redemption period, number of trading days | Trading_day | 30 | |||
Interest expense | $ 1,100,000 | $ 1,100,000 |
Commitments and contingencies_8
Commitments and contingencies - (Convertible Senior Notes) - Components of debt (Details) - Convertible debt - Convertible Senior Notes $ in Thousands | Sep. 30, 2019USD ($) |
Debt Instrument [Line Items] | |
Outstanding principal | $ 350,000 |
Unamortized debt discount and issuance costs | (84,806) |
Net carrying amount, liability component | $ 265,194 |
Commitments and contingencies_9
Commitments and contingencies - (Other Commitments) - Additional Information (Details) $ in Millions | Sep. 30, 2019USD ($) |
Service Agreements and Laboratory Supplies | |
Other Commitments [Line Items] | |
Noncancelable unconditional purchase commitments | $ 4.7 |
Stockholders' equity - Schedule
Stockholders' equity - Schedule of convertible preferred and common stock (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Convertible preferred stock: | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares outstanding, beginning of period | 125 | 3,459 | 3,459 | 3,459 | 3,459 |
Shares converted | 3,334 | ||||
Shares outstanding, end of period | 125 | 3,459 | 125 | 3,459 | 3,459 |
Common stock: | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares outstanding, beginning of period | 93,763 | 68,976 | 75,481 | 53,597 | 53,597 |
Shares converted | 3,334 | ||||
Common stock issued in connection with public offering (in shares) | 786 | 4,325 | 11,136 | 17,103 | |
Common stock issued on exercise of stock options, net (in shares) | 71 | 306 | 411 | 326 | |
Common stock issued pursuant to vesting of RSUs (in shares) | 476 | 213 | 1,721 | 1,181 | |
Common stock issued pursuant to exercises of warrants (in shares) | 10 | 552 | 29 | 1,098 | |
Common stock issued pursuant to employee stock purchase plan (in shares) | 235 | 276 | |||
Common stock issued pursuant to business combinations (in shares) | 1,409 | 240 | 4,168 | 1,023 | |
Other (in shares) | 8 | ||||
Shares outstanding, end of period | 96,515 | 74,612 | 96,515 | 74,612 | 75,481 |
Stockholders' equity - Addition
Stockholders' equity - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019 | Aug. 31, 2018 | Apr. 30, 2018 | Aug. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Class of Stock [Line Items] | |||||||||
Aggregate gross proceeds from issuance of common stock | $ 5,734,000 | $ 10,732,000 | |||||||
Underwritten Public Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate gross proceeds from issuance of common stock | $ 196,700,000 | $ 57,500,000 | |||||||
Net proceeds from underwritten public offering | $ 184,500,000 | $ 53,500,000 | |||||||
Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of private placement, gross | $ 73,500,000 | ||||||||
Proceeds from issuance of private placement, net | $ 68,900,000 | ||||||||
Common stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issued in connection with public offering (in shares) | 786,000 | 4,325,000 | 11,136,000 | 17,103,000 | |||||
Shares converted | 3,334,000 | ||||||||
Common stock | Underwritten Public Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares sold in underwritten public offering | 10,400,000 | 12,800,000 | |||||||
Shares issued price per share (in dollars per share) | $ 19 | $ 4.50 | |||||||
Common stock | Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares sold in underwritten public offering | 5,200,000 | ||||||||
Shares issued, price per share (in dollars per share) | $ 8.50 | ||||||||
2018 Sales Agreement | Cowen and Company, LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of commission payable on gross proceeds | 3.00% | ||||||||
2018 Sales Agreement | Maximum | Cowen and Company, LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate gross proceeds from issuance of common stock | $ 175,000,000 | $ 75,000,000 | |||||||
2018 Sales Agreement | Common stock | Cowen and Company, LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate gross proceeds from issuance of common stock | $ 20,200,000 | $ 20,200,000 | $ 61,100,000 | ||||||
Common stock issued in connection with public offering (in shares) | 800,000 | 800,000 | 4,300,000 | ||||||
Net proceeds from issuance of common stock | $ 19,500,000 | $ 19,500,000 | $ 58,900,000 | ||||||
Shares issued price per share (in dollars per share) | $ 25.71 | $ 25.71 | |||||||
Series A Preferred Stock | Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares sold in underwritten public offering | 3,500,000 | ||||||||
Shares issued, price per share (in dollars per share) | $ 8.50 | ||||||||
Series A Convertible Preferred Stock Converted to Common Stock | Common stock | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued upon conversion | 3,300,000 | 3,300,000 | |||||||
Series A Convertible Preferred Stock Converted to Common Stock | Series A Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Shares converted | 3,300,000 |
Stock incentive plans - Additio
Stock incentive plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | ||
Jul. 31, 2019 | Jan. 31, 2015 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restricted Stock Units (RSUs) | ||||
Stock incentive plan | ||||
Weighted-average grant date fair value (in dollars per share) | $ 21.40 | |||
Performance Restricted Stock Units (PRSUs) | ||||
Stock incentive plan | ||||
Weighted-average grant date fair value (in dollars per share) | 22.62 | |||
Stock options | ||||
Stock incentive plan | ||||
Weighted-average grant date fair value (in dollars per share) | $ 14.52 | $ 4.87 | ||
Stock incentive plans | ||||
Stock incentive plan | ||||
Vesting period | 4 years | |||
Vesting rate upon anniversaries | 25.00% | |||
Monthly vesting rate thereafter | 2.08% | |||
Stock incentive plans | Restricted Stock Units (RSUs) | ||||
Stock incentive plan | ||||
Vesting period | 3 years | |||
Stock incentive plans | Stock options | ||||
Stock incentive plan | ||||
Total grant date fair value of options to purchase common stock vested | $ 3.6 | $ 15.9 | ||
Exercised, aggregate intrinsic value | $ 5.8 | $ 1.5 | ||
Stock incentive plans | First anniversary | Restricted Stock Units (RSUs) | ||||
Stock incentive plan | ||||
Vesting rate upon anniversaries | 33.33% | |||
Stock incentive plans | Second anniversary | Restricted Stock Units (RSUs) | ||||
Stock incentive plan | ||||
Vesting rate upon anniversaries | 33.33% | |||
Stock incentive plans | Third anniversary | Restricted Stock Units (RSUs) | ||||
Stock incentive plan | ||||
Vesting rate upon anniversaries | 33.33% | |||
2019 Incentive Compensation Plan | Performance Restricted Stock Units (PRSUs) | ||||
Stock incentive plan | ||||
Vesting period | 2 years | |||
Potential payout (in shares) | 1,000,000 | |||
Fair value | $ 18.3 | |||
Shares reserved for future issuance | 800,000 | |||
2015 Employee Stock Purchase Plan | ||||
Stock incentive plan | ||||
Shares reserved for future issuance | 800,000 | |||
Purchase price of common stock of the lesser of fair market value on the purchase date or the last trading day preceding the offering date | 85.00% | |||
Cash received from payroll deductions | $ 2.8 | |||
Minimum | 2010 Plan | ||||
Stock incentive plan | ||||
Employees holding voting rights of all classes of stock | 10.00% | |||
Exercise price of options on common stock | 110.00% | |||
Minimum | 2019 Incentive Compensation Plan | Performance Restricted Stock Units (PRSUs) | ||||
Stock incentive plan | ||||
Potential payout, target percentage | 0.00% | |||
Maximum | 2010 Plan | ||||
Stock incentive plan | ||||
Term of options granted | 10 years | |||
Maximum | 2019 Incentive Compensation Plan | Performance Restricted Stock Units (PRSUs) | ||||
Stock incentive plan | ||||
Potential payout, target percentage | 115.00% |
Stock incentive plans - Schedul
Stock incentive plans - Schedule of activity under the plans (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Time-based RSUs and PRSUs | ||
Activity under the plan | ||
RSUs granted (in shares) | (4,280,000) | |
Stock incentive plans | Stock options | ||
Activity under the plan | ||
Shares available for grant, beginning balance (in shares) | 118,000 | |
Stock options outstanding, beginning balance (in shares) | 3,855,000 | |
Additional shares reserved (in shares) | 13,019,000 | |
Options granted (in shares) | 193,000 | |
Option cancelled (in shares) | (33,000) | |
Options exercised (in shares) | (411,000) | |
Shares available for grant, ending balance (in shares) | 6,496,000 | 118,000 |
Stock options outstanding, ending balance (in shares) | 3,604,000 | 3,855,000 |
Weighted-Average Exercise Price | ||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 8.54 | |
Options granted (in dollars per share) | $ / shares | 24.16 | |
Options cancelled (in dollars per share) | $ / shares | 12.65 | |
Options exercised (in dollars per share) | $ / shares | 7.25 | |
Balance at the end of the period (in dollars per share) | $ / shares | $ 9.49 | $ 8.54 |
Additional information | ||
Exercisable, number of shares | 2,948,000 | |
Exercisable, weighted-average exercise price (in dollars per share) | $ / shares | $ 8.71 | |
Weighted-average remaining contractual life | 6 years 3 months 18 days | 6 years 9 months 18 days |
Aggregate Intrinsic Value | $ | $ 36,158 | $ 9,927 |
Exercisable, weighted-average remaining contractual life | 5 years 10 months 24 days | |
Exercisable, aggregate intrinsic value | $ | $ 31,207 | |
Vested and expected to vest | ||
Number of shares | 3,516,000 | |
Weighted-average exercise price (in dollars per share) | $ / shares | $ 9.35 | |
Weighted-average remaining contractual life | 6 years 3 months 18 days | |
Aggregate intrinsic value | $ | $ 35,603 | |
Stock incentive plans | Time-based RSUs and PRSUs | ||
Activity under the plan | ||
RSUs granted (in shares) | (6,671,000) | |
RSUs cancelled (in shares) | 190,000 |
Stock incentive plans - Summary
Stock incentive plans - Summary of RSU activity (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Number of Shares | |
Balance at the beginning of the period (in shares) | shares | 4,031,000 |
RSUs granted (in shares) | shares | 1,436,000 |
Vested stock units awarded (in shares) | shares | (1,721,000) |
RSUs cancelled (in shares) | shares | (190,000) |
Balance at the end of the period (in shares) | shares | 8,791,000 |
Weighted- Average Grant Date Fair Value Per Share | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 8.35 |
RSUs granted (in dollars per share) | $ / shares | 21.40 |
RSUs vested (in dollars per share) | $ / shares | 10.53 |
RSUs cancelled (in dollars per share) | $ / shares | 11.17 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 16.86 |
Time-based RSUs and PRSUs | |
Number of Shares | |
RSUs granted (in shares) | shares | 4,280,000 |
Weighted- Average Grant Date Fair Value Per Share | |
RSUs granted (in dollars per share) | $ / shares | $ 19.27 |
Performance Restricted Stock Units (PRSUs) | |
Number of Shares | |
RSUs granted (in shares) | shares | 955,000 |
Weighted- Average Grant Date Fair Value Per Share | |
RSUs granted (in dollars per share) | $ / shares | $ 22.62 |
Stock incentive plans - Sched_2
Stock incentive plans - Schedule of assumptions used in determination of fair value of options (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||
Expected term (in years) | 0 years | 6 years | 6 years | 6 years |
Expected volatility | 0.00% | 59.63% | 64.20% | 59.58% |
Risk-free interest rate | 0.00% | 2.82% | 2.58% | 2.80% |
Stock incentive plans - Summa_2
Stock incentive plans - Summary of stock based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stock-based compensation | ||||
Total stock-based compensation expense | $ 28,286 | $ 5,206 | $ 47,826 | $ 15,711 |
Cost of revenue | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | 822 | 747 | 3,678 | 2,320 |
Research and development | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | 22,181 | 1,722 | 30,753 | 5,237 |
Selling and marketing | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | 1,752 | 1,172 | 5,909 | 3,690 |
General and administrative | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | $ 3,531 | $ 1,565 | $ 7,486 | $ 4,464 |
Net loss per share - Schedule o
Net loss per share - Schedule of Earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (78,707) | $ (31,723) | $ (165,060) | $ (99,514) |
Shares used in computing net loss per share, basic and diluted | 95,577 | 70,153 | 88,663 | 63,935 |
Net loss per share, basic and diluted (in dollars per share) | $ (0.82) | $ (0.45) | $ (1.86) | $ (1.56) |
Net loss per share - Schedule_2
Net loss per share - Schedule of Antidilutive securities excluded from computation of earnings per share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 15,840 | 13,272 | 12,146 | 12,847 |
Shares of common stock subject to outstanding options | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 3,647 | 4,085 | 3,691 | 4,081 |
Shares of common stock subject to outstanding warrants | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 586 | 1,354 | 596 | 1,718 |
Shares of common stock subject to outstanding RSUs | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 5,915 | 4,061 | 4,878 | 3,289 |
Shares of common stock subject to outstanding PRSUs | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 2,722 | 0 | 994 | 0 |
Shares of common stock pursuant to ESPP | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 229 | 313 | 219 | 300 |
Shares of common stock underlying Series A convertible preferred stock | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 125 | 3,459 | 896 | 3,459 |
Shares of common stock subject to convertible senior notes exercise | ||||
Antidilutive shares excluded from diluted net loss per share | ||||
Total shares of common stock equivalents (in shares) | 2,616 | 0 | 872 | 0 |
Geographic information - Schedu
Geographic information - Schedule of Revenue by country (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Geographic information | ||||
Total revenue | $ 56,511 | $ 37,366 | $ 150,539 | $ 102,343 |
United States | ||||
Geographic information | ||||
Total revenue | 52,687 | 34,906 | 140,700 | 95,712 |
Canada | ||||
Geographic information | ||||
Total revenue | 1,158 | 1,052 | 3,005 | 3,156 |
Rest of world | ||||
Geographic information | ||||
Total revenue | $ 2,666 | $ 1,408 | $ 6,834 | $ 3,475 |