Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36847 | ||
Entity Registrant Name | Invitae Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
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 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | NVTA | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6.8 | ||
Entity Common Stock, Shares Outstanding | 228,356,928 | ||
Documents Incorporated by Reference | Items 10 (as to directors and Section 16(a) Beneficial Ownership Reporting Compliance), 11, 12, 13 and 14 of Part III incorporate by reference information from the registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the registrant’s 2022 Annual Meeting of Stockholders . | ||
Entity Central Index Key | 0001501134 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Redwood City, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 923,250 | $ 124,794 |
Marketable securities | 122,121 | 229,186 |
Accounts receivable | 66,227 | 47,722 |
Inventory | 33,516 | 32,030 |
Prepaid expenses and other current assets | 33,691 | 20,200 |
Total current assets | 1,178,805 | 453,932 |
Property and equipment, net | 114,714 | 66,102 |
Operating lease assets | 121,169 | 45,109 |
Restricted cash | 10,275 | 6,686 |
Intangible assets, net | 1,187,994 | 981,845 |
Goodwill | 2,283,059 | 1,863,623 |
Other assets | 23,551 | 13,188 |
Total assets | 4,919,567 | 3,430,485 |
Current liabilities: | ||
Accounts payable | 21,127 | 25,203 |
Accrued liabilities | 106,453 | 86,058 |
Operating lease obligation | 12,359 | 8,789 |
Finance lease obligation | 4,156 | 1,695 |
Total current liabilities | 144,095 | 121,745 |
Operating lease obligation, net of current portion | 124,369 | 48,357 |
Finance lease obligation, net of current portion | 5,683 | 3,123 |
Debt | 113,391 | 104,449 |
Convertible senior notes, net | 1,464,138 | 283,724 |
Deferred tax liability | 51,696 | 51,538 |
Other long-term liabilities | 37,797 | 841,256 |
Total liabilities | 1,941,169 | 1,454,192 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value: 20,000 shares authorized; nil and 125 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 0 | 0 |
Common stock, $0.0001 par value: 400,000 shares authorized; 228,116 and 185,886 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 23 | 19 |
Accumulated other comprehensive (loss) income | (7) | 1 |
Additional paid-in capital | 4,701,230 | 3,337,120 |
Accumulated deficit | (1,722,848) | (1,360,847) |
Total stockholders’ equity | 2,978,398 | 1,976,293 |
Total liabilities and stockholders’ equity | $ 4,919,567 | $ 3,430,485 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, outstanding (in shares) | 0 | 125,000 |
Preferred stock, issued (in shares) | 0 | 125,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, issued (in shares) | 228,116,000 | 185,886,000 |
Common stock, outstanding (in shares) | 228,116,000 | 185,886,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 460,449 | $ 279,598 | $ 216,824 |
Cost of revenue | 348,669 | 198,275 | 118,103 |
Research and development | 416,087 | 240,605 | 141,526 |
Selling and marketing | 225,910 | 168,317 | 122,237 |
General and administrative | 248,070 | 270,029 | 78,963 |
Change in fair value of contingent consideration | (386,646) | 54,544 | 107 |
Total costs and operating expenses | 852,090 | 931,770 | 460,936 |
(Loss) income from operations | (391,641) | (652,172) | (244,112) |
Other income (expense), net | 25,678 | (32,332) | (3,891) |
Interest expense | (49,900) | (29,766) | (12,412) |
Net loss before taxes | (415,863) | (714,270) | (260,415) |
Income tax benefit | (36,857) | (112,100) | (18,450) |
Net loss | $ (379,006) | $ (602,170) | $ (241,965) |
Net loss per share, basic (in dollars per share) | $ (1.80) | $ (4.47) | $ (2.66) |
Net loss per share, diluted (in dollars per share) | $ (1.80) | $ (4.47) | $ (2.66) |
Shares used in computing net loss per share, basic (in shares) | 210,946,000 | 134,587,000 | 90,859,000 |
Shares used in computing net loss per share, diluted (in shares) | 210,946,000 | 134,587,000 | 90,859,000 |
Test revenue | |||
Total revenue | $ 444,072 | $ 272,310 | $ 212,473 |
Other revenue | |||
Total revenue | $ 16,377 | $ 7,288 | $ 4,351 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (379,006) | $ (602,170) | $ (241,965) |
Other comprehensive (loss) income: | |||
Unrealized (loss) income on available-for-sale marketable securities, net of tax | (8) | 10 | (4) |
Comprehensive loss | $ (379,014) | $ (602,160) | $ (241,969) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock: | Accumulated other comprehensive (loss) income: | Additional paid-in capital: | Additional paid-in capital:Revision of prior period, adjustment | Accumulated deficit: | Accumulated deficit:Cumulative effect of accounting change |
Balance, beginning of period at Dec. 31, 2018 | $ 8 | $ (5) | $ 678,548 | $ (516,712) | |||
Increase (Decrease) in Stockholders' Deficit | |||||||
Unrealized (loss) income on available-for-sale marketable securities, net of tax | (4) | ||||||
Common stock issued in connection with public offering, net | 2 | 204,024 | |||||
Common stock issued on exercise of stock options, net | 3,456 | ||||||
Common stock issued pursuant to exercises of warrants | 181 | ||||||
Common stock issued pursuant to employee stock purchase plan | 5,833 | ||||||
Common stock issued or issuable pursuant to acquisitions and equity awards issued in connection with such acquisitions | 133,942 | ||||||
Equity component of convertible senior notes, net | 75,488 | ||||||
Stock-based compensation expense | 36,844 | ||||||
Net loss | $ (241,965) | (241,965) | |||||
Balance, end of period at Dec. 31, 2019 | 379,640 | 10 | (9) | 1,138,316 | (758,677) | ||
Balance, end of period (Reclassification of stock payable liabilities) at Dec. 31, 2019 | $ (10,387) | ||||||
Increase (Decrease) in Stockholders' Deficit | |||||||
Unrealized (loss) income on available-for-sale marketable securities, net of tax | 10 | ||||||
Common stock issued in private placement, net | 263,628 | ||||||
Common stock issued in connection with public offering, net | 9 | 263,685 | |||||
Common stock issued on exercise of stock options, net | 10,730 | ||||||
Common stock issued pursuant to exercises of warrants | 974 | ||||||
Common stock issued pursuant to employee stock purchase plan | 8,871 | ||||||
Common stock issued or issuable pursuant to acquisitions and equity awards issued in connection with such acquisitions | 1,524,227 | ||||||
Warrants issued pursuant to loan agreement | 27,000 | ||||||
Stock-based compensation expense | 110,076 | ||||||
Net loss | (602,170) | (602,170) | |||||
Balance, end of period at Dec. 31, 2020 | 1,976,293 | 19 | 1 | 3,337,120 | $ (75,488) | (1,360,847) | $ 17,005 |
Increase (Decrease) in Stockholders' Deficit | |||||||
Unrealized (loss) income on available-for-sale marketable securities, net of tax | (8) | ||||||
Common stock issued in connection with public offering, net | 4 | 434,263 | |||||
Common stock issued on exercise of stock options, net | 8,984 | ||||||
Common stock issued pursuant to exercises of warrants | 1,242 | ||||||
Common stock issued pursuant to employee stock purchase plan | 13,550 | ||||||
Common stock issued or issuable pursuant to acquisitions and equity awards issued in connection with such acquisitions | 805,124 | ||||||
Stock-based compensation expense | 176,435 | ||||||
Net loss | (379,006) | (379,006) | |||||
Balance, end of period at Dec. 31, 2021 | $ 2,978,398 | $ 23 | $ (7) | $ 4,701,230 | $ (1,722,848) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (379,006) | $ (602,170) | $ (241,965) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 80,472 | 39,050 | 16,206 |
Stock-based compensation | 180,075 | 158,747 | 75,948 |
Amortization of debt discount and issuance costs | 14,226 | 17,204 | 4,416 |
Remeasurements of liabilities associated with business combinations | (411,842) | 92,348 | 0 |
Benefit from income taxes | (36,857) | (112,100) | (18,450) |
Debt extinguishment costs | 0 | 0 | 8,926 |
Post-combination expense for acceleration of unvested equity and deferred stock compensation | 9,530 | 91,021 | 0 |
Amortization of premiums and discounts on investment securities | 6,221 | 1,236 | (296) |
Other | 4,983 | 189 | 1,391 |
Changes in operating assets and liabilities, net of businesses acquired: | |||
Accounts receivable | (16,696) | (2,814) | (6,131) |
Inventory | (1,486) | (7,832) | 1,645 |
Prepaid expenses and other current assets | (14,563) | (2,010) | (6,624) |
Other assets | (3,274) | 895 | 2,026 |
Accounts payable | (9,258) | 10,186 | 1,558 |
Accrued expenses and other long-term liabilities | 17,660 | 17,548 | 16,297 |
Net cash used in operating activities | (559,815) | (298,502) | (145,053) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (325,957) | (280,258) | (260,917) |
Proceeds from sales of marketable securities | 0 | 12,832 | 0 |
Proceeds from maturities of marketable securities | 425,293 | 277,487 | 34,500 |
Acquisition of businesses, net of cash acquired | (247,396) | (383,753) | (33,846) |
Purchases of property and equipment | (54,720) | (22,865) | (20,047) |
Other | (1,300) | (4,026) | 0 |
Net cash used in investing activities | (204,080) | (400,583) | (280,310) |
Cash flows from financing activities: | |||
Proceeds from public offerings of common stock, net | 434,263 | 263,688 | 204,024 |
Proceeds from issuance of common stock | 23,767 | 284,203 | 9,470 |
Proceeds from issuance of convertible senior notes, net | 1,116,427 | 0 | 339,900 |
Proceeds from issuance of debt, net | 0 | 129,214 | 0 |
Payments of debt extinguishment costs | 0 | 0 | (10,638) |
Loan payments | 0 | 0 | (75,000) |
Finance lease principal payments | (3,759) | (2,655) | (2,075) |
Other | (4,758) | (1,457) | (910) |
Net cash provided by financing activities | 1,565,940 | 672,993 | 464,771 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 802,045 | (26,092) | 39,408 |
Cash, cash equivalents and restricted cash at beginning of period | 131,480 | 157,572 | 118,164 |
Cash, cash equivalents and restricted cash at end of period | 933,525 | 131,480 | 157,572 |
Supplemental cash flow information: | |||
Interest paid | 31,400 | 12,130 | 4,731 |
Supplemental cash flow information of non-cash investing and financing activities: | |||
Equipment acquired through finance leases | 8,224 | 4,463 | 1,892 |
Purchases of property and equipment in accounts payable and accrued liabilities | 13,222 | 1,869 | 2,422 |
Warrants issued pursuant to debt agreement | 0 | 27,000 | 0 |
Common stock issued for acquisition of businesses | 802,073 | 1,157,958 | 108,573 |
Consideration payable for acquisition of businesses | 46,649 | 940,829 | 21,449 |
Operating lease assets obtained in exchange for lease obligations, net | $ 88,777 | $ 14,058 | $ 4,261 |
Organization and description of
Organization and description of business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of business | Organization and description of businessInvitae Corporation ("Invitae," “the Company," "we," "us," and "our") was incorporated in the State of Delaware on January 13, 2010, as Locus Development, Inc. and we changed our name to Invitae Corporation in 2012. We offer high-quality, comprehensive, affordable genetic testing across multiple clinical areas, including hereditary cancer, cardiology, neurology, pediatrics, personalized oncology, metabolic conditions and rare diseases. To augment our offering and realize our mission, we have acquired multiple assets and businesses that further expand our test menu and suite of genome management offerings and accelerated our entry into key genomics markets. We are building a platform to harness genetics on a global scale to diagnose more patients correctly, earlier and bring therapies to market faster. Our genome management offerings will provide information services to the patient that are intended to enhance the customer experience through personalized insights, technology-enabled services and network connections that inform genetic healthcare throughout life. Invitae operates in one segment. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Principles of consolidation Our consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base these estimates on current facts, historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those judgments, estimates and assumptions. We evaluate our estimates on an ongoing basis. Significant estimates and assumptions made by management include the determination of: • revenue recognition; • inventory adjustments; • the fair value of assets and liabilities associated with business combinations; • the valuation of our 2.00% convertible senior notes due 2024 issued in September 2019 and our 1.5% convertible senior notes due 2028 issued in April 2021 (collectively, our "Convertible Senior Notes"); • our incremental borrowing rates used to calculate our lease balances; • stock-based compensation expense and the fair value of awards and warrants issued; and • income tax uncertainties. Prior period reclassifications We have reclassified certain amounts in prior periods to conform with current presentation. During the current period, we have disclosed the change in fair value of our contingent consideration separately in our statements of operations. These amounts are general and administrative in nature and were disclosed in general and administrative expense in previous periods. Immaterial correction of an error We determined the historical classification of certain acquisition-related obligations as equity and the subsequent measurement of such obligations was inappropriate and instead should have been classified as liabilities and subsequently measured at fair value with changes recognized in other expense, net during the year ended December 31, 2020. We determined that the impact of the error to previously issued consolidated financial statements was not material and have corrected the immaterial error in the current period financial statements. The impact of this correction was an increase to other long-term liabilities of $10.1 million, a corresponding decrease to additional paid-in capital of $10.4 million and an increase to other income, net of $0.3 million. 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 for each year presented on the consolidated statements of operations. Our revenue from significant customers as a percentage of our total revenue was as follows: Year Ended December 31, 2021 2020 2019 Medicare 15 % 19 % 25 % No customers represented more than 10% of accounts receivable as of December 31, 2021 and 2020. 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, U.S. Treasury notes and government agency securities. Restricted cash consists primarily of money market funds that secure 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 consolidated statements of cash flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 923,250 $ 124,794 Restricted cash 10,275 6,686 Total cash, cash equivalents and restricted cash $ 933,525 $ 131,480 Restricted cash serves as the security deposit for the Company's leases. Marketable securities All marketable securities have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its marketable debt securities at the time of purchase and reevaluates such designation at each balance sheet date. Short-term marketable securities have maturities one year or less at the balance sheet date. Unrealized gains and losses are excluded from earnings and are reported as a component of other comprehensive loss. Realized gains and losses and impairments, if any, on available-for-sale securities are included in other expense, net. The cost of securities sold is based on the specific-identification method. Interest on marketable securities is included in other income (expense), net. For marketable securities in an unrealized loss position, we assess our intent to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the security’s amortized cost basis is written down to fair value through other income (expense), net. Accounts receivable We receive payment from patients, biopharmaceutical partners, third-party payers and other business-to-business customers. See Note 3, "Revenue, accounts receivable and deferred revenue" for further information. Allowances for losses on certain financial assets We assess our accounts receivables for expected credit losses at each reporting period by disaggregating by payer type and further by portfolios of customers with similar characteristics, such as customer type and geographic location. We then review each portfolio for expected credit losses based on historical payment trends as well as forward looking data and current economic trends. If a credit loss is determined, we record a reduction to our accounts receivable balance with a corresponding general and administrative expense. We review available-for-sale debt securities in an unrealized loss positions quarterly and assess whether such unrealized loss positions are credit-related. Our expected loss allowance methodology for these securities is developed by reviewing the extent of the unrealized loss, the issuers’ credit ratings and any changes in those ratings, as well as reviewing current and future economic market conditions and the issuers’ current status and financial condition. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in other income (expense), net. Unrealized gains and losses that are not credit-related are included in accumulated other comprehensive income (loss). Deferred revenue We record a contract liability when cash payments are received or due in advance of our performance related to one or more performance obligations. See Note 3, "Revenue, accounts receivable and deferred revenue" for further information. Inventory Our inventory consists of raw materials, work in progress, and finished goods, which are stated at the lower of cost or net realizable value on a first-in, first-out basis. We periodically analyze our inventory levels and expiration dates, and write down inventory that has become obsolete, inventory that has a cost basis in excess of its net realizable value, and inventory in excess of expected sales requirements as cost of revenue. We record an allowance for obsolete inventory using an estimate based on historical trends and evaluation of near-term expirations. Business combinations We apply ASC 805, Business Combinations , which requires recognition of assets acquired, liabilities assumed, and contingent consideration at their fair value on the acquisition date with subsequent changes recognized in earnings; requires acquisition-related expenses and restructuring costs to be recognized separately from the business combination and expensed as incurred; requires in-process research and development to be capitalized at fair value as an indefinite-lived intangible asset until completion or abandonment; and requires that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes. We account for acquisitions of entities that include inputs and processes and have the ability to create outputs as 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 third-party 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, estimated cost savings, 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 ASC 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 in change in fair value of contingent consideration in our consolidated statements of operations. 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. Asset acquisitions In circumstances where substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset is not considered a business and we account for the transaction as an asset acquisition. We recognize the assets acquired based on their relative fair value, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts. The form of consideration transferred may be cash, liabilities incurred, or equity interests issued. Intangible assets Amortizable intangible assets include trade names, non-compete agreements, patent licensing agreements, favorable leases, developed technology, customer relationships, and rights to develop new technology acquired as part of business combinations. Customer relationships acquired through our business combinations in 2017 are amortized on an accelerated basis, utilizing free cash flows, over periods ranging from five five Property, Plant and Equipment. Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other , 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 or more frequently if business factors indicate. In testing for impairment, we compare the fair value of our 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 that reporting unit. We did not incur any goodwill impairment losses in any of the periods presented. 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. 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 projects. If the fair value exceeds the carrying value, there is no impairment. 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. Leases Under ASC 842, Leases , we determine if an arrangement is a lease at inception. Operating leases are included in operating lease assets and operating lease obligations in our consolidated balance sheets. Finance leases are included in other assets and finance 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 assets and liabilities are recognized at commencement based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments. The operating lease asset also includes any lease payments made and is adjusted for lease incentives. Our lease terms may include options to extend or terminate the lease which are recognized when it is reasonably certain that we will exercise that option. Leases with terms of 12 months or less are not recorded on our balance sheet. Lease expense is recognized on a straight-line basis over the lease terms, or in some cases, the useful life of the underlying asset. We account for the lease and non-lease components as a single lease component. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally between three The estimated useful lives of property and equipment are as follows: Furniture and fixtures 7 years Automobiles 7 years Manufacturing and Laboratory equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of lease term or estimated useful life Long-lived assets We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. There were no long-lived asset impairment losses recorded for any period presented. Fair value of financial instruments Our financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, finance leases, and liabilities associated with business combinations. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to us, the carrying value of finance leases approximate their fair values. Liabilities associated with business combinations are recorded at their estimated fair value. 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. We utilize the following practical expedients and exemptions: • Costs to obtain or fulfill a contract are expensed when incurred because the amortization period would have been one year or less, and • No adjustments to promised consideration were made for financing as we expect, at contract inception, that the period between the transfer of a promised good or service and when the customer pays for that good or service will be one year or less. Test revenue Test revenue is comprised of testing services and sales of distributed precision oncology products. The majority of our test revenue is generated from genetic testing, in addition to somatic testing for therapy selection and personalized cancer monitoring. These testing services provide analysis and associated interpretation of the sequencing of parts of the genome. Test orders are placed under signed requisitions or contractual agreements, and we often enter into contracts with biopharmaceutical partners, other business-to-business customers and insurance companies that include pricing provisions under which such tests are billed. Billing terms are generally net 30 to 60 days. While the transaction price of diagnostic tests is originally established either via contract or pursuant to our standard list price, we often provide concessions for tests billed to insurance carriers, and therefore the transaction price for patient insurance-billed tests is considered to be variable and revenue is recognized based on an estimate of the consideration to which we will be entitled at an amount for which it is probable that a reversal of cumulative consideration will not occur. Making these estimates requires significant judgments based upon such factors as length of payer relationship, historical payment patterns, changes in contract provisions and insurance reimbursement policies. These judgments are reviewed each reporting period and updated as necessary. We look to transfer of control in assessing timing of recognition of revenue in connection with each performance obligation. In general, revenue in connection with the service portion of our diagnostic tests is recognized upon delivery of the underlying clinical report or when the report is made available on our web portal. Outstanding performance obligations pertaining to orders received but for which the underlying report has not been issued are generally satisfied within a 30-day period. We also generate test revenue through the sale of our precision oncology products, which is comprised primarily of sales of our distributed RUO and IVD products for therapy selection. We recognize revenue on these sales once shipment has occurred. Product sales are recorded net of discounts and other deductions. Billing terms are generally net 30 days. Shipping and handling fees billed to customers are recorded as revenue on the consolidated statements of operations. The associated shipping and handling costs are recorded as cost of revenue. Other revenue Other revenue is primarily generated from pharma development services provided to biopharmaceutical companies related to companion diagnostic development as well as through collaboration agreements and genome network contracts. Contracts for companion diagnostic development consist primarily of milestone-based payments along with annual fees and marked-up pass-through costs. The arrangements are treated as short-term contracts for revenue recognition purposes because they allow termination of the agreements by the customers with 30 to 120 days’ written notice without a termination penalty. Upon termination, customers are required to pay for the proportion of services provided under milestones that were in progress. We recognize revenue in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. We recognize revenue over time based on the progress made toward achieving the performance obligation, utilizing input methods, including labor hours expended, tests processed, or time elapsed, that measure our progress toward the achievement of the milestone. We also enter into collaboration and genome network contracts. Collaboration agreements provide customers with diagnostic testing and related data aggregation reporting services that are provided over the contract term. Collaboration revenue is recognized as the data and reporting services are delivered to the customer. Genome network offerings consist of subscription services related to a proprietary software platform designed to connect patients, clinicians, advocacy organizations, researchers and therapeutic developers to accelerate the understanding, diagnosis and treatment of hereditary disease. Such services are recognized on a straight-line basis over the subscription periods. Amounts due under collaboration and genome network agreements are typically billable on net 30-day terms. Cost of revenue Cost of revenue reflects the aggregate costs incurred in delivering our products and services and includes expenses for materials and supplies, personnel-related costs, freight, costs for lab services and clinical trial support, equipment and infrastructure expenses and allocated overhead including rent, information technology costs, equipment depreciation, amortization of acquired intangibles, and utilities. License Agreements We have entered and may continue to enter into license agreements to access and utilize certain technology. We evaluate if the license agreement results in the acquisition of an asset or a business and then determine if the acquired asset has the ability to generate revenues or is subject to regulatory approval. When regulatory approval is not required, we record the license as an asset and amortize it over the estimated economic life. When regulatory approval is required, we record the amount paid as a research and development expense. Income taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Significant judgment is required in determining the net valuation allowance which includes our evaluation of all available evidence including past operating results, estimates on future taxable income and acquisition-related tax assets and liabilities. We historically established a full valuation allowance against our deferred tax assets due to the uncertainty surrounding realization of such assets. In 2021, we released approximately $37.2 million of our valuation allowance to account for acquired intangibles that support the future realization of some of our deferred tax assets. Due to the overall increase of deferred tax assets, our valuation allowance has also increased from the prior year. 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 ESPP purchases. The fair value of RSU awards with time-based vesting terms is based on the grant date share price. We grant 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 on the date of issuance. Advertising Advertising expenses are expensed as incurred. We incurred advertising expenses of $20.2 million, $11.4 million and $9.9 million during the years ended December 31, 2021, 2020 and 2019, respectively. Comprehensive loss Comprehensive loss is composed of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity, but are excluded from net loss. Our other comprehensive income (loss) consists of unrealized gains or losses on investments in available-for-sale securities. Net loss per share Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities, consisting of preferred stock, options to purchase common stock, common stock warrants, shares of common stock pursuant to ESPP, common stock issuable in connection with our 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. Recent accounting pronouncements We evaluate all 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 October 2021, the FASB issued ASU 2021-08, Business Combinations ("Topic 805"): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments of this ASU require entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers . At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC Topic 606 as if it had originated the contracts. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments in this update should be applied prospectively and are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements and related disclosures. Recently adopted accounting pronouncements In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for our interim and annual periods beginning January 1, 2022, and earlier adoption is permitted. We elected to adopt the amendments on a modified retrospective basis effective January 1, 2021, which required a cumulative-effect adjustment to retained earnings. The cumulative-effect adjustment resulted in a decrease in accumulated deficit of $17.0 million related to the reversal of the equity component and associated issuance costs as well as adjustment of the related amortization costs of our convertible senior notes due 2024. Reporting periods beginning on or after January 1, 2021 are presented under this new guidance while prior periods have not been adjusted and continue to be reported in accordance with our historic accounting under U.S. GAAP. See further information about our Convertible Senior Notes in Note 8, "Commitments and contingencies." |
Revenue, accounts receivable an
Revenue, accounts receivable and deferred revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, accounts receivable and deferred revenue | Revenue, accounts receivable and deferred revenue Test revenue is generated from sales of diagnostic tests and precision oncology products to four groups of customers: biopharmaceutical partners; patients who pay directly; patients' insurance carriers; and other business-to-business customers (e.g., hospitals, clinics, medical centers). Test revenue is generated in two ways: through a centralized lab and decentralized through the shipment of reactions to biopharmaceutical partners and other business-to-business customers. We refer to the set of reagents needed to perform a next-generation sequencing test as a "reaction." Amounts billed and collected, and the timing of collections, vary based on the type of payer. Other revenue consists principally of revenue recognized under contracts for biopharmaceutical development services and other collaboration and genome network agreements and is accounted for under the provisions provided in ASC Topic 606. Our revenue as disaggregated by payer category and revenue subtype is as follows (in thousands): Patient Biopharma partner Other business-to-business Year Ended Insurance Direct Test revenue: Centralized $ 276,916 $ 41,668 $ 40,181 $ 48,696 $ 407,461 Decentralized — — 1,278 35,333 36,611 Total test revenue 276,916 41,668 41,459 84,029 444,072 Other revenue — — 11,578 4,799 16,377 Total revenue $ 276,916 $ 41,668 $ 53,037 $ 88,828 $ 460,449 Patient Biopharma partner Other business-to-business Year Ended Insurance Direct Test revenue: Centralized $ 181,026 $ 23,972 $ 26,228 $ 32,736 $ 263,962 Decentralized — — 837 7,511 8,348 Total test revenue 181,026 23,972 27,065 40,247 272,310 Other revenue — — 4,488 2,800 7,288 Total revenue $ 181,026 $ 23,972 $ 31,553 $ 43,047 $ 279,598 Patient Biopharma partner Other business-to-business Year Ended Insurance Direct Test revenue: Centralized $ 153,827 $ 17,597 $ 10,876 $ 30,173 $ 212,473 Total test revenue 153,827 17,597 10,876 30,173 212,473 Other revenue — — 2,077 2,274 4,351 Total revenue $ 153,827 $ 17,597 $ 12,953 $ 32,447 $ 216,824 We recognize revenue related to billings based on estimates of the amount that will ultimately be realized. Cash collections for certain tests delivered may differ from rates originally estimated. As a result of new information, we update our estimate quarterly of the amounts to be recognized for previously delivered tests which resulted in the following increases to revenue and decreases to our loss from operations and basic and diluted net loss per share (in millions, except per share amounts): Year Ended December 31, 2021 2020 2019 Revenue $ 13.5 $ 4.4 $ 4.1 Loss from operations $ (13.5) $ (4.4) $ (4.1) Net loss per share, basic and diluted $ (0.06) $ (0.03) $ (0.05) The increase in revenue from previously delivered tests for the year ended December 31, 2021 as compared to the same period in 2020 and 2019, respectively, was primarily due to increased billable volumes during 2021 and higher average revenue per test across all test categories when compared to initial estimates. Impact of COVID-19 Our daily test volumes have recovered from the low in March 2020, although the ongoing COVID-19 pandemic continues to impact our business operations and practices. While we expect that it may continue to impact our business, we experienced limited disruption during 2021. We have reviewed and adjusted for the impact of COVID-19 on our estimates related to revenue recognition and expected credit losses. Approximately 8% of our workforce as of March 31, 2020 was impacted by a reduction in force in April 2020 in an initiative to manage costs and cash burn that resulted in one-time costs in the second quarter of 2020 of $3.8 million. In addition, effective May 2020, we reduced the salaries of our named executive officers by approximately 20%, which reductions ceased as of January 2021. In March 2020, the CARES Act was signed into law as a stimulus bill intended to bolster the economy, among other things, and provide assistance to qualifying businesses and individuals. The CARES Act included an infusion of funds into the healthcare system. In April 2020, we received $3.8 million as a part of this initiative, and in January 2021, we received an additional $2.3 million. These payments were recognized as other income (expense), net in our consolidated statements of operations during the periods received. At this time, we are not certain of the availability, extent or impact of any future relief provided under the CARES Act. Accounts receivable The majority of our accounts receivable represents amounts billed to biopharmaceutical partners and other business-to-business customers for test and other revenue recognized, and estimated amounts to be collected from third-party insurance payers for genetic testing revenue recognized. Also included are amounts due under the terms of collaboration and genome network agreements for diagnostic testing and data aggregation reporting services provided and proprietary platform access rights transferred. We also record unbilled revenue for revenue recognized but yet to be billed for services provided to biopharmaceutical companies related to companion diagnostic development. This contract receivable was $4.3 million as of both December 31, 2021 and 2020 and was included in prepaid expenses and other current assets on the consolidated balance sheets. Deferred revenue We record a contract liability when cash payments are received or due in advance of our performance related to one or more performance obligations. The deferred revenue balance primarily consists of advanced billings for biopharmaceutical development services, including billings at the initiation of a performance-based milestones, and recognized as revenue in the applicable future period when the revenue is earned. Also included are prepayments related to our consumer direct channel. We recognized revenue of $2.9 million and $1.4 million from deferred revenue for the year ended as of December 31, 2021 and 2020, respectively. |
Business combinations
Business combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business combinations | Business combinations Singular Bio In June 2019, we acquired 100% of the fully diluted equity of Singular Bio Inc. ("Singular Bio"), a privately held company developing single molecule detection technology, for approximately $57.3 million, comprised of $53.9 million in the form of 2.5 million shares of our common stock and the remainder in cash. In June 2019, we granted approximately $90.0 million of 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 vested in three equal installments in December 2019, June 2020, and December 2020, subject to the employee's continued service with us ("Time-based RSUs"), and $45.0 million of the RSUs are PRSUs that vest upon the achievement of certain performance conditions. Since the number of awards granted is based on a 30-day volume weighted-average share price with a fixed dollar value, these Time-based RSUs and PRSUs are liability-classified and the fair value is estimated at each reporting period based on the number of shares that are expected to be issued at each reporting date and our closing stock price, which combined are categorized as Level 3 inputs. Therefore, fair value of the RSUs and PRSUs and the number of shares to be issued are not fixed until the awards vest. During the years ended December 31, 2021 and 2020, we recorded research and development stock-based compensation expense of nil and $29.1 million, respectively, related to the Time-based RSUs, and $1.2 million and $19.4 million, respectively, related to the PRSUs based on our evaluations of the probability of achieving performance conditions. As of December 31, 2021, there was no remaining liability related to the Singular Bio transaction. Jungla In July 2019, we acquired 100% of the equity interest of Jungla Inc. ("Jungla"), a privately held company developing a platform for molecular evidence testing in genes, for approximately $59.0 million, comprised of $44.9 million in the form of shares of our common stock and the remainder in cash. We may be required to pay contingent consideration based on achievement of post-closing development milestones. As of the acquisition date, the fair value of this contingent consideration was $10.7 million, which includes cash and common stock. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement. The material factors that may impact fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related milestones and the discount rate used to estimate fair value. Significant changes in any of the probabilities of success would result in a significant change in the fair value, which is estimated at each reporting date with changes reflected as change in fair value of contingent consideration. The remaining milestone was achieved in July 2021 and the fair value of the contingent consideration was reduced to nil as of December 31, 2021. Diploid In March 2020, we acquired 100% of the equity interest of Orbicule BV ("Diploid"), a developer of artificial intelligence software capable of diagnosing genetic disorders using sequencing data and patient information, for approximately $82.3 million in cash and shares of our common stock. Of the stock purchase price consideration issued, approximately 0.4 million shares are subject to a hold-back to satisfy indemnification obligations that may arise. In September 2021, the amounts held back to satisfy indemnification obligations for Diploid were released in full to the former shareholders. Genelex and YouScript In April 2020, we acquired 100% of the equity interest of Genelex Solutions, LLC ("Genelex") and YouScript Incorporated ("YouScript") to bring pharmacogenetic testing and integrated clinical decision support to Invitae. We acquired Genelex for approximately $13.2 million, primarily in shares of our common stock. Of the stock purchase price consideration issued, approximately 0.1 million shares were subject to a hold-back to satisfy indemnification obligations that may arise. We acquired YouScript for approximately $52.7 million, including cash consideration of $24.5 million and the remainder in shares of our common stock. Of the purchase price consideration for YouScript, approximately $1.4 million and 0.5 million shares of our common stock are subject to a hold-back to satisfy indemnification obligations that may arise. As of the acquisition date, we recorded stock payable liabilities of $6.2 million to represent the hold-back obligation to issue shares subject to indemnification claims that may arise. In April 2021, the amounts held back to satisfy indemnification obligations for Genelex were released in full to the former shareholders. As of December 31, 2021, the value of these liabilities were $3.5 million related to YouScript with the $15.4 million change in fair value year over year recorded in other income (expense), net. We may be required to pay contingent consideration in the form of additional shares of our common stock in connection with the acquisition of Genelex if, within a specified period following the closing, we achieve a certain product milestone, in which case we would issue shares of our common stock with a value equal to a portion of the gross revenues actually received by us for a pharmacogenetic product reimbursed through certain payers during an earn-out period of up to four years. As of the acquisition date, the fair value of this contingent consideration was $2.0 million. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related milestone, the estimated revenues achieved for a pharmacogenetic product and the discount rate used to estimate the fair value. Significant changes in any of the probabilities of success would result in a significant change in the fair value, which is estimated at each reporting date. As of December 31, 2021, the fair value of this contingent consideration was $1.9 million. ArcherDX In October 2020, we acquired ArcherDX Inc. ("ArcherDX"), a genomics analysis company democratizing precision oncology. Under the terms of the agreement, we acquired ArcherDX for upfront consideration consisting of 30.0 million shares of our common stock and $325.0 million in cash, plus up to an additional 27.0 million shares of our common stock payable in connection with the achievement of certain milestones. During the three months ended March 31, 2021, Invitae and the sellers of ArcherDX reached an agreement to reduce the purchase price by $1.2 million based on the final acquired net working capital. This adjustment was recorded during the three months ended March 31, 2021 and reduced the contingent consideration liability and goodwill by approximately $1.2 million. We were required to pay contingent consideration based on achievement of post-closing development and revenue milestones. As of the acquisition date, the total fair value of the contingent consideration was $945.2 million. Of the five milestones, one milestone was achieved in November 2020, which resulted in the issuance of 5.0 million shares of our common stock and a cash payment of $1.9 million, and three milestones were achieved or deemed to be achieved during the three months ended June 30, 2021, which resulted in the issuance of 13.8 million shares of our common stock and a cash payment of $3.3 million in July 2021. The remaining milestone is based upon receiving FDA clearance or approval of a therapy selection IVD, which per the terms of the acquisition agreement, must be completed by March 31, 2022, subject to certain extensions (the "ArcherDX Final Milestone"). The material factors that may impact the fair value of the contingent consideration, and therefore the liability, are (i) the estimated number of shares to be issued, (ii) the volatility of our common stock, (iii) the probabilities of achievement of milestones within the timeframes prescribed in the acquisition agreement and (iv) discount rates, all of which are Level 3 inputs not supported by market activity. Significant changes in any of these inputs may result in a significant change in fair value, which is estimated at each reporting date. As of December 31, 2020, the fair value of the contingent consideration representing the remaining milestones was $788.3 million. With respect to the ArcherDX Final Milestone, the liability was reduced to nil as of June 30, 2021 from $262.5 million as of March 31, 2021 and $287.7 million as of December 31, 2020, with the offsetting change recorded as changes in fair value of contingent consideration in our consolidated statements of operations. The removal of the liability balance and the associated change in fair value of contingent consideration was a result of our reassessment of the steps necessary to achieve clearance or approval based on FDA feedback received principally in the three months ended June 30, 2021. As a result of our reassessment, we do not believe achievement of the conditions will occur within the specified timeframe prescribed in the acquisition agreement. We expect FDA clearance or approval of a therapy selection IVD at a later date subject to resolution of the necessary steps. In connection with the acquisition, we granted awards of common stock to new employees who joined Invitae in connection with our acquisition of ArcherDX that vest upon the achievement of the contingent consideration milestones discussed above and are subject to the employees' continued service with us, unless terminated without cause in which case vesting is only dependent on milestone achievement. As the number of shares that are expected to be issued are fixed, the awards are equity-classified. During the year ended December 31, 2021, we recorded a net $41.8 million in stock-based compensation expense related to the ArcherDX milestones, which includes $38.5 million related to milestones achieved in prior periods, $33.0 million due to an accounting modification of certain awards whereby the employees' continued substantive services were no longer required, offset by a reversal of $29.7 million recognized in prior periods related to the determination that the ArcherDX Final Milestone will not be achieved within the specified timeframe prescribed in the acquisition agreement. One Codex In February 2021, we acquired 100% of the equity interest of Reference Genomics, Inc. d/b/a One Codex ("One Codex"), a company developing and commercializing products and services relating to microbiome sequencing, analysis and reporting, for upfront consideration consisting of $17.3 million in cash and 1.4 million shares of our common stock, of which approximately 0.2 million shares are subject to a hold-back to satisfy indemnification obligations that may arise following the closing. These shares subject to a hold-back were issued to a third-party at the closing date to hold in escrow until the escrow period is complete, and as such were classified as equity. We included the financial results of One Codex in our consolidated financial statements from the acquisition date, which were not material. The following table summarizes the purchase price and post-combination expense recorded as a part of the acquisition of One Codex (in thousands): Purchase Price Post-combination Expense Cash transferred $ 16,504 $ 783 Hold-back consideration - common stock 8,113 359 Common stock transferred 58,774 2,600 Total $ 83,391 $ 3,742 Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by us. While we believe that our estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed through our acquisition of One Codex at the date of acquisition (in thousands): Cash $ 1,549 Accounts receivable 684 Developed technology 23,841 Customer relationships 440 Total identifiable assets acquired 26,514 Other liabilities (415) Deferred tax liability (6,150) Net identifiable assets acquired 19,949 Goodwill 63,442 Total purchase price $ 83,391 Based on the guidance provided in ASC 805, we accounted for the acquisition of One Codex as a business combination and determined that 1) One Codex was a business that 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. We measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill, which represent Level 3 fair value measurements. The intangible assets acquired were developed technology related to One Codex's microbiome and infectious disease platform and its customer relationships in place at time of acquisition. The fair value of the intangible assets was estimated using an income approach with an estimated useful life of nine years. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of One Codex resulted in the recognition of $63.4 million of goodwill, which we believe relates primarily to expansion of the acquired technology to apply to new areas of genetic testing. The goodwill created as a result of the acquisition of One Codex is not deductible for tax purposes. Genosity In April 2021, we acquired 100% of the fully diluted equity of Genosity Inc. ("Genosity"), a company providing genomic laboratory services, for approximately $196.0 million, consisting of approximately $120.0 million in cash and 1.9 million shares of our common stock. In connection with this transaction, we granted RSUs having a value of up to $5.0 million to certain continuing employees and recognized $0.8 million in stock-based compensation expense for the year ended December 31, 2021. We included the financial results of Genosity in our consolidated financial statements from the acquisition date, which were not material. The following table summarizes the purchase price recorded as a part of the acquisition of Genosity (in thousands): Purchase Price Cash transferred $ 119,959 Hold-back and other consideration 8,774 Common stock transferred 67,308 Total $ 196,041 Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by us. While we believe that our estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed through our acquisition of Genosity at the date of acquisition (in thousands): Cash $ 906 Accounts receivable 355 Developed technology 76,500 Other assets 3,732 Total identifiable assets acquired 81,493 Other liabilities (2,852) Deferred tax liability (17,600) Net identifiable assets acquired 61,041 Goodwill 135,000 Total purchase price $ 196,041 Based on the guidance provided in ASC 805, we accounted for the acquisition of Genosity as a business combination and determined that 1) Genosity was a business that combines inputs and processes to create outputs, and 2) substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. Pursuant to the terms of the acquisition, a provision was incorporated to provide additional shares in the event that our common stock share price decreased after the acquisition, but prior to filing a resale registration statement. At the time of the acquisition, we estimated this provision to be $7.0 million. On filing the resale registration statement during the period ended June 30, 2021, the fair value was $3.2 million; the difference of $3.8 million was recorded in general and administrative expense. Our purchase price allocation for the acquisition is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available, primarily related to our deferred tax liability assumed in connection with the acquisition. Additional information that existed as of the acquisition date but at the time was unknown to us may become known to us during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. We measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill, which represent Level 3 fair value measurements. The intangible assets acquired were developed technology related to Genosity's genomic laboratory services and sequencing software in place at the time of acquisition. The fair value of the intangible assets was estimated using an income approach with an estimated useful life of 12 years. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Genosity resulted in the recognition of $135.0 million of goodwill, which we believe relates primarily to expansion of the acquired technology to apply to new areas of genetic testing. The goodwill created as a result of the acquisition of Genosity is not deductible for tax purposes. Ciitizen In September 2021, we acquired 100% of the equity of Ciitizen Corporation ("Ciitizen"), a patient-centric health technology company, for approximately $308.3 million, consisting of approximately $87.4 million in cash and 6.3 million shares of our common stock, of which approximately $10.4 million in cash and 0.8 million shares are subject to a hold-back to satisfy indemnification obligations that may arise following the closing. As of December 31, 2021, the value of the stock payable liability was $12.1 million with the $10.6 million change recorded in other income (expense), net. In connection with this transaction, we granted RSUs having a value of up to $246.9 million to certain continuing employees. For the year ended December 31, 2021, we recorded stock-based compensation expense of $24.4 million primarily in research and development expense. We included the financial results of Ciitizen in our consolidated financial statements from the acquisition date, which were not material. The following table summarizes the purchase price recorded as a part of the acquisition of Ciitizen (in thousands): Purchase Price Cash transferred $ 87,361 Hold-back and other consideration 34,161 Common stock transferred 186,778 Total $ 308,300 Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by us. While we believe that our estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed through our acquisition of Ciitizen at the date of acquisition (in thousands): Cash $ 274 Accounts receivable 748 Other receivables 688 Developed technology 92,900 Other assets 970 Total identifiable assets acquired 95,580 Other liabilities (2,550) Deferred tax liability (6,900) Net identifiable assets acquired 86,130 Goodwill 222,170 Total purchase price $ 308,300 Based on the guidance provided in ASC 805, we accounted for the acquisition of Ciitizen as a business combination and determined that 1) Ciitizen was a business that combines inputs and processes to create outputs, and 2) substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. Our purchase price allocation for the acquisition is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available, primarily related to certain aspects of our deferred tax liability assumed in connection with the acquisition. Additional information that existed as of the acquisition date but at the time was unknown to us may become known to us during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. We measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill, which represent Level 3 fair value measurements. The intangible asset acquired were developed technology related to Ciitizen’s patient data platform. The fair value of the intangible assets was estimated using an income approach with an estimated useful life of 12 years. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Ciitizen resulted in the recognition of $222.2 million of goodwill, which we believe relates primarily to expansion of the acquired technology to apply to new areas of patient-centric consumer health tech company. The goodwill created as a result of the acquisition of Ciitizen is not deductible for tax purposes. |
Goodwill and intangible assets
Goodwill and intangible assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill The changes in the carrying amounts of goodwill were as follows (in thousands): Balance as of December 31, 2020 $ 1,863,623 Goodwill adjustment (1,176) Goodwill acquired 420,612 Balance as of December 31, 2021 $ 2,283,059 Intangible assets The following table presents details of our acquired intangible assets as of December 31, 2021 (in thousands): Cost Accumulated Net Weighted-Average Weighted-Average Customer relationships $ 41,515 $ (13,096) $ 28,419 10.8 7.8 Developed technology 662,106 (81,902) 580,204 10.2 9.1 Non-compete agreement 286 (286) — 0.0 0.0 Tradename 21,085 (2,207) 18,878 12.0 10.8 Patent licensing agreement 495 (136) 359 15.0 10.9 Right to develop new technology 19,359 (1,613) 17,746 15.0 13.8 In-process research and development 542,388 — 542,388 n/a n/a $ 1,287,234 $ (99,240) $ 1,187,994 10.4 9.2 Acquisition-related intangibles included in the above table are generally finite-lived, other than in-process research and development, which has an indefinite life, and are carried at cost less accumulated amortization. Customer relationships related to our 2017 business combinations are being amortized on an accelerated basis in proportion to estimated cash flows. All other finite-lived acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Amortization expense was $58.8 million, $26.6 million, and $7.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amortization expense is recorded to cost of revenue, research and development, sales and marketing and general and administrative expense. The following table summarizes our estimated future amortization expense of intangible assets with finite lives as of December 31, 2021 (in thousands): 2022 $ 73,706 2023 72,693 2024 72,414 2025 70,661 2026 70,627 Thereafter 285,505 Total estimated future amortization expense $ 645,606 In December 2021, we acquired 100% of the equity interest of Stratify Genomics Inc., a cancer risk stratification company, for $29.0 million consisting of 1.0 million shares of common stock, $4.2 million in assumed liabilities, and $8.0 million in cash. We accounted for this transaction as an asset acquisition, as substantially all of the fair value is concentrated in the developed technology acquired. As goodwill is not recorded under an asset acquisition, an $8.7 million deferred tax liability arising from book/tax basis differences increased the value of the assets acquired above the purchase price. As a result, the fair value of the developed technology is $37.5 million, which will be amortized over eight years to cost of revenue. The remaining purchase price of $0.2 million is the fair value of cash and cash equivalents. In July 2021, we acquired 100% of the equity interest of Medneon LLC, a digital health artificial intelligence company, for $34.1 million consisting of 0.4 million shares of common stock, $4.9 million in assumed liabilities, and $12.9 million in cash. We accounted for this transaction as an asset acquisition, as substantially all of the fair value is concentrated in the developed technology acquired. The fair value the of the developed technology is $33.9 million, which will be amortized over eight years to cost of revenue. The remaining purchase price of $0.2 million is the fair value of cash and cash equivalents. In December 2020, we entered into an agreement to acquire technology focused on informing clinical decisions for $2.9 million. We accounted for this transaction as an asset acquisition of developed technology, which will be amortized over eight years to research and development expense. |
Balance sheet components
Balance sheet components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance sheet components | Balance sheet components Inventory Inventory consisted of the following (in thousands): December 31, 2021 2020 Raw materials $ 27,178 $ 21,324 Work in progress 5,342 8,847 Finished goods 996 1,859 Total inventory $ 33,516 $ 32,030 Property and equipment, net Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Leasehold improvements $ 31,159 $ 26,516 Laboratory equipment 61,317 45,342 Computer equipment 15,452 10,939 Furniture and fixtures 2,130 1,967 Construction-in-progress 52,039 12,061 Other 925 624 Total property and equipment, gross 163,022 97,449 Accumulated depreciation and amortization (48,308) (31,347) Total property and equipment, net $ 114,714 $ 66,102 Depreciation expense was $18.1 million, $10.5 million and $7.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Accrued liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued compensation and related expenses $ 35,877 $ 25,221 Accrued expenses 32,136 14,933 Compensation and other liabilities associated with business combinations 11,622 25,600 Deferred revenue 9,431 6,378 Accrued interest 6,646 2,333 Other accrued liabilities 10,741 11,593 Total accrued liabilities $ 106,453 $ 86,058 Other long-term liabilities Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Compensation and other liabilities associated with business combinations, non-current $ 27,919 $ 825,976 Deferred revenue, non-current 663 1,380 Other 9,215 13,900 Total other long-term liabilities $ 37,797 $ 841,256 |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is summarized as follows: Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable. Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions. The following tables set forth the fair value of our consolidated financial instruments that were measured at fair value on a recurring basis (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1 Level 2 Level 3 Financial assets: Money market funds $ 913,990 $ — $ — $ 913,990 $ 913,990 $ — $ — U.S. Treasury notes 111,187 — (6) 111,181 111,181 — — U.S. government agency securities 10,941 — (1) 10,940 — 10,940 — Total financial assets $ 1,036,118 $ — $ (7) $ 1,036,111 $ 1,025,171 $ 10,940 $ — Financial liabilities: Stock payable liability $ 20,925 $ — $ — $ 20,925 Contingent consideration 1,875 — — 1,875 Total financial liabilities $ 22,800 $ — $ — $ 22,800 December 31, 2021 Reported as: Cash equivalents $ 903,715 Restricted cash 10,275 Marketable securities 122,121 Total cash equivalents, restricted cash, and marketable securities $ 1,036,111 Other long-term liabilities $ 22,800 December 31, 2020 Amortized Gross Gross Estimated Level 1 Level 2 Level 3 Financial assets: Money market funds $ 83,109 $ — $ — $ 83,109 $ 83,109 $ — $ — U.S. Treasury notes 164,894 7 (15) 164,886 164,886 — — U.S. government agency securities 64,291 9 — 64,300 — 64,300 — Total financial assets $ 312,294 $ 16 $ (15) $ 312,295 $ 247,995 $ 64,300 $ — Financial liabilities: Stock payable liability $ 39,237 $ — $ — $ 39,237 Contingent consideration $ 796,639 $ — $ — $ 796,639 Total financial liabilities $ 835,876 $ — $ — $ 835,876 December 31, 2020 Reported as: Cash equivalents $ 76,423 Restricted cash 6,686 Marketable securities 229,186 Total cash equivalents, restricted cash, and marketable securities $ 312,295 Accrued liabilities $ 10,592 Other long-term liabilities 825,284 Total liabilities $ 835,876 There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. The total fair value of investments with unrealized losses at December 31, 2021 was $122.1 million. Our debt securities of U.S. government agencies are classified as Level 2 as they are valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to benchmark yields, interest rate curves, reported trades, broker/dealer quotes and reference data. None of the available-for-sale securities held as of December 31, 2021 have been in an unrealized loss position for more than one year. At December 31, 2021, the remaining contractual maturities of available-for-sale securities ranged from zero |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Leases In 2015, we entered into an operating lease agreement for our headquarters and main production facility in San Francisco, California which commenced in 2016. This lease expires in 2026 and we may renew the lease for an additional ten years. This optional period was not considered reasonably certain to be exercised and therefore we determined the lease term to be a ten-year period expiring in 2026. In connection with the execution of the lease, we provided a security deposit of approximately $4.6 million which is included in restricted cash in our consolidated balance sheets. We also have other operating leases for office and laboratory space domestically and internationally. We expect to enter into new leases and modify existing leases as we support continued growth of our operations. We have entered into various finance lease agreements to obtain laboratory equipment. The terms of our finance leases are generally three years and are typically secured by the underlying equipment. The portion of the future payments designated as principal repayment and related interest was classified as a finance lease obligation on our consolidated balance sheets. Finance lease assets are recorded within other assets on our consolidated balance sheets. Supplemental information regarding our operating and finance leases were as follows: Year Ended December 31, 2021 2020 Weighted-average remaining lease term: Operating leases 9.0 years 5.4 years Finance leases 2.4 years 2.6 years Weighted-average discount rate: Operating leases 7.0 % 10.6 % Finance leases 7.2 % 4.8 % Cash payments included in the measurement of lease liabilities (in millions): Operating leases $ 18.3 $ 11.6 Finance leases $ 2.9 $ 2.0 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): Year Ended December 31, 2021 2020 2019 Operating lease costs $ 21,151 $ 11,329 $ 10,329 Sublease income — — (173) Finance lease costs: Amortization of right-of-use assets 3,488 2,084 1,546 Interest on lease liabilities 496 — — Total lease costs $ 25,135 $ 13,413 $ 11,702 Future payments under operating and finance leases as of December 31, 2021 are as follows (in thousands): Operating leases Finance leases 2022 $ 18,470 $ 4,719 2023 23,108 4,133 2024 28,000 1,758 2025 26,647 177 2026 24,031 — Thereafter 80,464 — Future non-cancelable minimum lease payments 200,720 10,787 Less: interest (63,992) (948) Total lease liabilities 136,728 9,839 Less: current portion (12,359) (4,156) Lease obligations, net of current portion $ 124,369 $ 5,683 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. In September 2019, we settled our obligations under the 2018 Note Purchase Agreement in full for $85.7 million, which included repayment of principal of $75.0 million, accrued interest of $2.4 million, and prepayment fees of $8.9 million which were recorded as debt extinguishment costs in other expense, net in our consolidated statement of operations during the year ended December 31, 2019. In October 2020, we entered into a credit agreement with a financial institution under which we borrowed $135.0 million (the "2020 Term Loan") concurrent with the closing of the ArcherDX acquisition. The 2020 Term Loan is secured by a first priority lien on all of our and our subsidiaries' assets, and is guaranteed by us and our subsidiaries. The 2020 Term Loan bears interest at an annual rate equal to three-month LIBOR, subject to a 2.00% LIBOR floor, plus a margin of 8.75%. If three-month LIBOR can no longer be determined or if the applicable governmental authority ceases to supervise or sanction such rates, then we will endeavor to agree with the administrative agent, an alternate rate of interest that gives due consideration to the then prevailing market convention for determining interest for comparable loans in the United States, provided that until such alternative rate of interest is agreed, the 2020 Term Loan shall bear interest at the Wall Street Journal Prime Rate. The three-month LIBOR is expected to be available and representative through June 30, 2023. The 2020 Term Loan will mature on (i) June 1, 2024 if at such time our 2024 Notes (defined below) are outstanding and are due to mature on September 1, 2024 (provided that if, prior to such date, the maturity date of at least 80% of the 2024 Notes is extended to a date that is prior to September 1, 2025 the maturity date for the 2020 Term Loan will be automatically extended to a date that is 90 days prior to such 2024 Notes maturity date as extended), or (ii) otherwise, on June 1, 2025. The full amount of the 2020 Term Loan is due upon maturity. If the 2020 Term Loan is prepaid (whether such prepayment is optional or mandatory), we must pay a prepayment fee of 6% if the prepayment occurs prior to the third anniversary of the closing date or 4% if the prepayment occurs after the third anniversary of the closing date and we must also pay a make-whole fee if the prepayment occurs prior to the second anniversary of the closing date. In connection with the 2020 Term Loan, we issued warrants to purchase 1.0 million shares of our common stock with an exercise price of $16.85 per share, exercisable through October 2027. The warrants, which were classified as equity, were recorded at an amount based on the allocated proceeds and do not require subsequent remeasurement. In October 2020, these warrants were exercised in full through net settlement resulting in the issuance of 0.7 million shares. The credit agreement contains customary events of default and covenants, including among others, covenants limiting our ability to incur debt, incur liens, undergo a change in control, merge with or acquire other entities, make investments, pay dividends or other distributions to holders of our equity securities, repurchase stock, and dispose of assets, in each case subject to certain customary exceptions. In addition, the credit agreement contains financial covenants that require us to maintain a minimum cash balance and minimum quarterly revenue levels. Debt discounts, including debt issuance costs, related to the 2020 Term Loan of $32.8 million were recorded as a direct deduction from the debt liability and are being amortized to interest expense over the term of the 2020 Term Loan. Interest expense related to our debt financings, excluding the impact of our convertible senior notes, was $23.7 million, $7.4 million and $5.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Convertible Senior Notes Convertible senior notes due 2024 In September 2019, we issued, at par value, $350.0 million aggregate principal amount of 2.00% convertible senior notes due 2024 (the "2024 Notes") in a private offering. The 2024 Notes are our senior unsecured obligations and will mature on September 1, 2024, unless earlier converted, redeemed or repurchased. The 2024 Notes bear cash interest at a rate of 2.0% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020. Upon conversion, the 2024 Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the 2024 Notes is 33.6293 shares of our common stock per $1,000 principal amount of the 2024 Notes (equivalent to an initial conversion price of approximately $29.74 per share of common stock). If we undergo a fundamental change (as defined in the indenture governing the 2024 Notes), the holders of the 2024 Notes may require us to repurchase all or any portion of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased plus accrued and unpaid interest to, but excluding, the redemption date. The 2024 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 1, 2024, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the 2024 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2024 until the close of business on the business day immediately preceding the maturity date, holders may convert their 2024 Notes at any time, regardless of the foregoing circumstances. These notes were convertible at the option of the holders during the quarters beginning on January 1, 2021 and April 1, 2021 due to the sale price of our common stock during the quarter ended December 31, 2020 and March 31, 2021, respectively. No holders converted their notes during the twelve months ended December 31, 2021. We may not redeem the 2024 Notes prior to September 6, 2022. We may redeem for cash all or any portion of the 2024 Notes, at our option, on or after September 6, 2022 and on or before the 30th scheduled trading day immediately before the maturity date if the last reported sale price of 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. Convertible senior notes due 2028 In April 2021, we issued, at 99% of par value, $1,150.0 million aggregate principal amount of 1.5% convertible senior notes due 2028 (the "2028 Notes") in a private offering. The 2028 Notes are our senior unsecured obligations and will mature on April 1, 2028, unless earlier converted, redeemed or repurchased. The 2028 Notes bear cash interest at a rate of 1.5% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. Upon conversion, the 2028 Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The 2028 Notes will be convertible at the option of the holder at any time until the second scheduled trading day prior to the maturity date, including in connection with a redemption by us. The 2028 Notes will be convertible into shares of our common stock based on an initial conversion rate of 23.1589 shares of common stock per $1,000 principal amount of the 2028 Notes (which is equal to an initial conversion price of $43.18 per share), in each case subject to customary anti-dilution and other adjustments as a result of certain extraordinary transactions. We may not redeem the 2028 Notes prior to April 6, 2025. On or after April 6, 2025, the 2028 Notes will be redeemable by us in the event that the closing sale price of our common stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the redemption notice at a redemption price of 100% of the principal amount of such 2028 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. With certain exceptions, upon a change of control of the Company or the failure of our common stock to be listed on certain stock exchanges, the holders of the 2028 Notes may require that we repurchase all or part of the principal amount of the Notes at a repurchase price of 100% of the principal amount of the 2028 Notes to be repurchased, plus unpaid interest to, but excluding, the maturity date. Convertible senior notes We adopted the provisions of ASU 2020-06 on January 1, 2021; see further information in Note 2, "Summary of significant accounting policies." Our Convertible Senior Notes consisted of the following (in thousands): December 31, 2021 2020 Outstanding principal $ 1,499,996 $ 350,000 Unamortized debt discount and issuance costs (35,858) (66,276) Net carrying amount, liability component $ 1,464,138 $ 283,724 As of December 31, 2021, the fair value of the 2024 Notes and 2028 Notes was $325.6 million and $1.2 billion, respectively. The estimated fair value of the 2024 Notes and 2028 Notes, which use Level 2 fair value inputs, was determined based on the estimated or actual bid prices in an over-the-counter market and/or market conditions including the price and volatility of our common stock and comparable company information. We recognized $24.9 million and $22.0 million of interest expense related to our convertible senior notes during the years ended December 31, 2021 and 2020, respectively. Of the interest expense recognized during the years ended December 31, 2021 and 2020, $5.3 million and $1.9 million, respectively, was related to amortization of issuance costs and the remainder was related to contractual interest incurred. Other commitments In the normal course of business, we enter into various purchase commitments primarily related to service agreements and laboratory supplies. At December 31, 2021, our total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were as follows (in thousands): 2022 25,893 2023 21,904 2024 7,367 2025 614 2026 — Thereafter — Total $ 55,778 Guarantees and indemnification 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 December 31, 2021 or 2020. Contingencies We are and may from time to time be involved in various legal proceedings and claims arising in the ordinary course of business. Legal proceedings, including litigation, government investigations and enforcement actions could result in material costs, occupy significant management resources and entail civil and criminal penalties, even if we ultimately prevail. If an investigation results in a proceeding against us, an adverse outcome could include us being required to pay treble damages, and incur attorneys’ fees, civil or criminal penalties and other adverse actions that could materially and adversely affect our business, financial condition and results of operations. While we believe any such claims are unsubstantiated, and we believe we are in compliance with applicable laws and regulations applicable to our business, the resolution of any such claims could be material. We were not a party to any material legal proceedings at December 31, 2021, or at the date of this report except for matters listed below. We cannot currently predict the outcome of these actions. Natera, Inc. On January 27, 2020, Natera filed a lawsuit against ArcherDX (a subsidiary of Invitae effective October 2, 2020) in the United States District Court for the District of Delaware, alleging that ArcherDX’s products using AMP chemistry, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,538,814. On March 25, 2020, ArcherDX filed an answer denying Natera’s allegations and asserting certain affirmative defenses and counterclaims, including that U.S. Patent No. 10,538,814 is invalid and not infringed. On April 15, 2020, Natera filed an answer denying ArcherDX’s counterclaims and filed an amended complaint alleging that ArcherDX’s products using AMP chemistry, including our therapy selection IVDs, PCM, LiquidPlex, ArcherMET, FusionPlex, and VariantPlex, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, U.S. Patent No. 10,590,482, and U.S. Patent No. 10,597,708, each of which are held by Natera. Natera seeks, among other things, damages and other monetary relief, costs and attorneys’ fees, and an order enjoining ArcherDX from further infringement of such patents. On May 13, 2020, ArcherDX filed an answer to Natera’s amended complaint denying Natera’s allegations and asserting certain affirmative defenses and counterclaims, including that the asserted patents are invalid and not infringed. On June 3, 2020, Natera filed an answer denying ArcherDX’s counterclaims. On June 4, 2020, ArcherDX filed a motion seeking dismissal of Natera’s infringement claims against our therapy selection IVDs, PCM, and ArcherMET, and for a judgment that U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, and U.S. Patent No. 10,590,482 are invalid. On August 6, 2020, Natera filed another complaint against ArcherDX in the United States District Court for the District of Delaware alleging that ArcherDX’s products using AMP chemistry, including our therapy selection IVDs, PCM, LiquidPlex, ArcherMET, and VariantPlex, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,731,220. Natera seeks, among other things, damages and other monetary relief, costs and attorneys’ fees, and an order enjoining ArcherDX from further infringement of the patent. On October 13, 2020, the court issued an order denying ArcherDX's motion for dismissal of Natera’s infringement claims against our therapy selection IVDs, PCM, and ArcherMET, and declined to enter judgment that U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, and U.S. Patent No. 10,590,482 are invalid. On January 12, 2021, the court issued an order granting Natera leave to amend its complaint to add Invitae as a co-defendant and plead allegations that ArcherDX and Invitae induce end-users to infringe the patents-in-suit. Natera filed its Second Amended Complaint on the same day, with service completed on January 15, 2021. ArcherDX and Invitae filed answers to the Second Amended Complaint on January 26, 2021 and February 5, 2021, respectively, denying Natera's allegations and restating certain affirmative defenses and counterclaims of non-infringement and invalidity. The litigations have now been consolidated for all purposes. A claim construction order was issued on June 28, 2021. On October 27, 2021, Natera filed its Third Amended Complaint to add a Certificate of Correction to U.S. Patent No. 10,590,482. On November 3, 2021, ArcherDX filed its Answer and Counterclaims to Natera's Third Amended Complaint, adding an inequitable conduct defense and declaratory judgment counterclaims. Discovery concluded in December 2021. On January 21, 2022, Natera, ArcherDX and Invitae moved for summary judgment, wherein Natera seeks a determination on certain legal and equitable defenses and ArcherDX and Invitae seek a determination of non-infringement and invalidity of the asserted patents. Trial is scheduled for May 2022. In addition, on October 6, 2020, Natera filed a complaint against Genosity in the United States District Court for the District of Delaware, alleging that Genosity's use of its AsTra products, and the manufacture, use, sale, and offer for sale of such products, infringes U.S. Patent No. 10,731,220. Natera's complaint further alleges that Genosity's accused products use ArcherDX's ctDNA and region-specific primers. Genosity filed an answer to the complaint on February 15, 2021, denying Natera's allegations and setting forth affirmative defenses and counterclaims of non-infringement, invalidity and unenforceability due to inequitable conduct. On March 8, 2021, Natera filed a motion to dismiss and strike certain affirmative defenses and counterclaims brought by Genosity relating to inequitable conduct; the court has not yet issued a decision. No case schedule has been set. QIAGEN Sciences On July 10, 2018, ArcherDX and the General Hospital Corporation d/b/a Massachusetts General Hospital, which we refer to as MGH, filed a lawsuit in the United States District Court for the District of Delaware against QIAGEN Sciences, LLC, QIAGEN LLC, QIAGEN Beverly, Inc., QIAGEN Gaithersburg, Inc., QIAGEN GmbH and QIAGEN N.V., which is collectively referred to herein as QIAGEN, and a named QIAGEN executive who was a former member of ArcherDX’s board of directors, alleging several causes of action, including infringement of the ’810 Patent, trade secret misappropriation, breach of fiduciary duty, false advertising, tortious interference and deceptive trade practices. The ’810 Patent relates to methods for preparing a nucleic acid for sequencing and aspects of ArcherDX’s AMP technology. On October 30, 2019, with the permission of the Court, ArcherDX amended ArcherDX’s complaint to add a claim for infringement of the ’597 Patent. The ’597 Patent relates to methods of preparing and analyzing nucleic acids, such as by enriching target sequences prior to sequencing, and aspects of ArcherDX’s AMP technology. The QIAGEN products that ArcherDX alleges infringe the ’810 Patent and the ’597 Patent include, but are not limited to, QIAseq Targeted DNA Panels, QIAseq Targeted RNAscan Panels, QIAseq Index Kits and QIAseq Immune Repertoire RNA Library Kits. ArcherDX is seeking, among other things, damages for ArcherDX’s lost profits due to QIAGEN’s infringement and a permanent injunction enjoining QIAGEN from marketing and selling the infringing products and from using ArcherDX’s trade secrets. On December 5, 2019, QIAGEN and the named QIAGEN executive submitted their answer denying the allegations in ArcherDX’s complaint and asserting affirmative defenses that, among other things, the ’810 Patent and ’597 Patent are not infringed by QIAGEN’s products, that both patents are invalid, and that the complaint fails to state any claim for which relief may be granted. On March 1, 2021, each of ArcherDX and QIAGEN moved for summary judgment on issues relating to infringement and validity of ArcherDX's patents, breach of fiduciary duty and trade secret misappropriation. On June 18, 2021, ArcherDX informed the court that it would not assert the following claims to streamline the issues for trial: trade secret misappropriation, false advertising, deceptive trade practices, and tortious interference. The court denied QIAGEN's motion for summary judgment on trade secret misappropriation as moot on June 21, 2021, denied QIAGEN's motion for summary judgment on breach of fiduciary duty on July 26, 2021, and granted QIAGEN's motion for summary judgment of no literal infringement of the '810 Patent on August 21, 2021. Trial proceeded on August 23 through August 27, 2021, resulting in a unanimous jury verdict, which found that: (i) all asserted claims of the '810 and '597 Patents are valid, (ii) QIAGEN willfully infringed the asserted claims of the '810 patent (under the doctrine of equivalents) and the '597 patent (literal infringement), and (iii) ArcherDX and MGH are entitled to recover approximately $4.7 million in damages. Both parties filed post-trial |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ equity | Stockholders’ equity Shares outstanding Shares of convertible preferred and common stock were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Convertible preferred stock: Shares outstanding, beginning of period 125 125 3,459 Conversion into common stock (125) — (3,334) Shares outstanding, end of period — 125 125 Common stock: Shares outstanding, beginning of period 185,886 98,796 75,481 Common stock issued in private placement — 16,320 — Common stock issued in connection with public offering 8,932 24,005 11,136 Common stock issued on exercise of stock options, net 2,068 2,659 468 Common stock issued pursuant to vesting of RSUs 4,325 5,304 2,683 Common stock issued pursuant to exercises of warrants 208 968 31 Common stock issued pursuant to employee stock purchase plan 654 671 455 Common stock issued pursuant to acquisitions 25,918 37,163 5,208 Common stock issued upon conversion of preferred stock 125 — 3,334 Shares outstanding, end of period 228,116 185,886 98,796 Convertible preferred stock In August 2017, in a private placement to certain accredited investors, we issued shares of our Series A convertible preferred stock which are convertible into common stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like. The Series A convertible preferred stock is a non-voting common stock equivalent with a par value of $0.0001 and has the right to receive dividends first or simultaneously with payment of dividends on common stock. In the event of any liquidation or dissolution of the Company, the Series A preferred stock is entitled to receive $0.001 per share prior to the payment of any amount to any holders of capital stock ranking junior to the Series A preferred stock and thereafter shall participate pari passu with the holders of our common stock (on an as-if-converted-to-common-stock basis). During the year ended December 31, 2021, 124,913 shares of Series A convertible preferred stock were converted into 124,913 shares of common stock. As of December 31, 2021, there were no shares of Series A convertible preferred stock outstanding. Sales Agreement In May 2021, we entered into a sales agreement (the "2021 Sales Agreement") with Cowen and Company, LLC (“Cowen”) under which we may offer and sell from time to time at our sole discretion shares of our common stock through Cowen as our sales agent, in an aggregate amount not to exceed $400.0 million. Per the terms of the agreement, Cowen will receive a commission of up to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2021 Sales Agreement. In August 2018, we entered into a Common Stock Sales Agreement (the “2018 Sales Agreement”) with Cowen under which we may have offered and sold from time to time at our sole discretion shares of our common stock through Cowen as our sales agent, in an aggregate amount not to exceed $75.0 million. Per the terms of the agreement, Cowen received a commission equal to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2018 Sales Agreement. In March 2019, we amended the 2018 Sales Agreement to increase the aggregate amount of our common stock to be sold under this agreement to an amount not to exceed $175.0 million. During 2018, 2019 and 2020, we sold 8.7 million shares of our common stock for gross proceeds of the full $175.0 million under this agreement, and generated net proceeds of $169.1 million. Public offerings In January 2021, we sold, in an underwritten public offering, an aggregate of 8.9 million shares of our common stock at a price of $51.50 per share, for gross proceeds of $460.0 million and net proceeds of approximately $434.3 million after deducting underwriting discounts and commissions and offering expenses. In April 2020, we sold, in an underwritten public offering, an aggregate of 20.4 million shares of our common stock at a price of $9.00 per share, for gross proceeds of $184.0 million and net proceeds of $173.0 million after deducting underwriting discounts and commissions and offering expenses. Private placement |
Stock incentive plans
Stock incentive plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock incentive plans | Stock incentive plans Stock incentive plans In 2010, we adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors and consultants under terms and provisions established by our Board of Directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than the fair market value of our common stock. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market value of our common stock on the grant date, as determined by our Board of Directors. The terms of options granted under the 2010 Plan may not exceed ten years. In January 2015, we adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which became effective upon the closing of our initial public offering. Shares outstanding under the 2010 Plan were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards. Options granted generally vest over a period of four years. Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the award vests upon the first anniversary of the employee’s date of hire, with the remainder of the award vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule. Upon the acquisition of ArcherDX in October 2020, any option that was outstanding was converted into a fully vested option to purchase a share of our common stock, which resulted in the issuance of options to purchase 3.7 million shares of our common stock. RSUs generally vest over a period of three years. Typically, the vesting schedule for RSUs provides that 1/3 of the award vests upon each anniversary of the grant date, with certain awards that include a portion that vests immediately upon grant. We have certain awards granted in connection with our management incentive plan that vest over a period of two years. 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." In December 2020, we granted RSUs in connection with an asset acquisition which vest in two Under our management incentive compensation plan, in July 2019 we granted PRSUs to our executive officers as well as other specified senior level employees based on the level of achievement of a specified 2019 revenue goal. One-third of the 0.8 million shares that were ultimately awarded under this plan vested during the year ended December 31, 2020 and the remaining shares will vest through March 2022. In June 2020, we granted 0.3 million PRSUs under this plan which are based on the level of achievement of a specified 2020 cash burn goal. Upon achievement of the specified 2020 cash burn goal, 0.3 million shares were ultimately awarded and began vesting in 2021 over a one year period. These PRSUs had a grant date fair value of $4.2 million based on an estimated issuance of 0.3 million shares and expectation of the performance conditions. During the year ended December 31, 2021, $2.7 million was recorded as stock-based compensation expense related to the awards. 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 Balance at December 31, 2020 7,447 4,877 $ 7.75 6.8 $ 166,130 Additional shares reserved 17,138 — Options granted (267) 267 $ 32.25 Options cancelled 42 (42) $ 25.24 Options exercised — (2,068) $ 4.34 RSUs and PRSUs granted (15,322) — RSUs and PRSUs cancelled 1,204 — Balance at December 31, 2021 10,242 3,034 $ 11.98 5.5 $ 16,431 Options exercisable at December 31, 2021 2,598 $ 9.75 4.9 $ 15,989 Options vested and expected to vest at December 31, 2021 3,009 $ 11.93 5.4 $ 16,401 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 $22.46, $10.10 and $14.52 in the years ended December 31, 2021, 2020 and 2019, respectively. The total grant-date fair value of options to purchase common stock vested was $2.4 million, $2.8 million and $4.3 million in the year ended December 31, 2021, 2020, and 2019, respectively. The intrinsic value of options to purchase common stock exercised was $55.0 million, $104.4 million and $6.3 million in the years ended December 31, 2021, 2020 and 2019, respectively. The following table summarizes RSU, including PRSU, activity (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance at December 31, 2020 6,602 $ 12.89 RSUs granted 6,468 $ 30.01 Time-based RSUs and PRSUs granted - variable 8,645 $ 31.23 PRSUs granted 209 $ 34.75 RSUs vested (4,473) $ 22.16 RSUs cancelled (1,204) $ 26.11 Balance at December 31, 2021 16,247 $ 26.21 2015 ESPP In January 2015, we adopted the 2015 ESPP, which became effective upon the closing of the IPO. Employees participating in the ESPP may purchase common stock at 85% of the lesser of the fair market value of common stock on the purchase date or last trading day preceding the offering date. At December 31, 2021, cash received from payroll deductions pursuant to the ESPP was $3.0 million. The ESPP provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 and continuing through January 1, 2025. At December 31, 2021, a total of 2.1 million shares of common stock are 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. In determining the fair value of stock options and ESPP purchases, we use the Black-Scholes option-pricing model and, for stock options, the assumptions discussed below. Each of these inputs is subjective and its determination generally requires significant judgment. The fair value of RSU and PRSU awards is based on the grant date share price. Compensation cost is recognized as expense on a straight-line basis over the vesting period for options and RSUs and on an accelerated basis for PRSUs. Expected term —The expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term). Expected volatility —We estimate expected volatility based on the historical volatility of our common stock over a period equal to the expected term of stock option grants and RSUs and over the expected six-month term ESPP purchase periods. Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. Dividend yield —We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero. The fair value of share-based payments for stock options granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing model based on the following assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 6.0 6.0 6.0 Expected volatility 73.5% 71.0% 64.2% Risk-free interest rate 1.1% 0.5% 2.6% The fair value of shares purchased pursuant to the ESPP is estimated using the Black-Scholes option pricing model. For the years ended December 31, 2021, 2020 and 2019, the weighted-average grant date fair value per share for the ESPP was $8.10, $10.98 and $6.05, respectively. The fair value of the shares purchased pursuant to the ESPP was estimated using the following assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 0.5 0.5 0.5 Expected volatility 66.1% 105.7% 66.3% Risk-free interest rate 0.0% 0.1% 2.0% The following table summarizes stock-based compensation expense for the years ended December 31, 2021, 2020 and 2019, included in the consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 12,033 $ 8,713 $ 4,563 Research and development 92,407 91,762 52,450 Selling and marketing 15,641 14,418 7,641 General and administrative 59,994 43,854 11,294 Total stock-based compensation expense $ 180,075 $ 158,747 $ 75,948 At December 31, 2021, unrecognized compensation expense related to unvested stock options, net of estimated forfeitures, was $5.8 million, which we expect to recognize on a straight-line basis over a weighted-average period of 2.3 years. Unrecognized compensation expense related to RSUs, including PRSUs, and awards that are contingently issuable upon the completion of certain milestones related to our acquisitions of ArcherDX and IntelliGene Health Informatics, LLC at December 31, 2021, net of estimated forfeitures, was $327.4 million, which we expect to recognize on a straight-line basis over a weighted-average period of 2.0 years. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes We recorded a benefit for income taxes in the years ended December 31, 2021, 2020 and 2019. The components of net loss before taxes by U.S. and foreign jurisdictions are as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 414,657 $ 712,409 $ 260,531 Foreign 1,206 1,861 (116) Total $ 415,863 $ 714,270 $ 260,415 The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Foreign 2,069 171 85 Total current benefit for income taxes 2,069 171 85 Deferred: Federal (28,348) (94,279) (16,011) State (8,809) (17,730) (2,524) Foreign (1,769) (262) — Total deferred benefit for income taxes (38,926) (112,271) (18,535) Total income tax benefit $ (36,857) $ (112,100) $ (18,450) The following table presents a reconciliation of the tax expense computed at the statutory federal rate and our tax expense for the periods presented: Year Ended December 31, 2021 2020 2019 U.S. federal taxes at statutory rate 21.0 % 21.0 % 21.0 % State taxes (net of federal benefit) 7.3 % 3.4 % 3.7 % Stock-based compensation (1.2) % (1.6) % 1.3 % Research and development credits 3.8 % 1.1 % — % Non-deductible expenses (0.9) % (0.7) % (1.6) % Foreign tax differential (0.1) % — % — % Acquisition contingent liabilities 18.5 % (0.8) % — % Change in valuation allowance (39.5) % (6.7) % (17.3) % Total 8.9 % 15.7 % 7.1 % The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 530,663 $ 337,866 Tax credits 36,188 19,969 Revenue recognition differences 2,560 9,099 Leasing liabilities 34,403 14,274 Accruals and other 36,689 37,677 Gross deferred tax assets 640,503 418,885 Valuation allowance (386,950) (209,308) Total deferred tax assets 253,553 209,577 Deferred tax liabilities: Amortization and depreciation (271,517) (233,150) Convertible Senior Notes — (14,658) Leasing Assets (33,732) (13,307) Total deferred tax liabilities (305,249) (261,115) Net deferred tax liabilities $ (51,696) $ (51,538) In December 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes included among other items, a reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%. Although the Tax Act was generally effective January 1, 2018, GAAP required recognition of the tax effects of new legislation during the reporting period that includes the enactment date, which was December 22, 2017. As a result of the lower corporate tax rate enacted as part of the Tax Act, during 2017, the Company recorded a provisional estimate to reduce deferred tax assets by $48.8 million offset by a corresponding reduction in the valuation allowance resulting in no net impact to our income tax benefit or expense. In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. In accordance with SAB 118, during 2017, we recorded a provisional estimate which resulted in a $48.8 million reduction in deferred tax assets and in the fourth quarter of 2018, we completed our analysis of the impact of the Tax Act and determined that no material adjustments were required to the provisional amounts previously recorded. The Company historically established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding realization of such assets. In 2021 the Company released approximately $37.2 million of its valuation allowance to account for acquired intangibles that support the future realization of some of the Company's deferred tax assets. Due to the overall increase of deferred tax assets, the Company's valuation allowance also increased from the prior year. The Company's valuation allowance increased by $177.6 million, $64.0 million, and $23.4 million during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, the Company had net operating loss carryforwards of approximately $2.2 billion and $1.3 billion available to reduce future taxable income, if any, for federal and state income tax purposes, respectively. Of the $2.2 billion, $284.9 million will begin to expire in 2030 while $1.9 billion have no expiration date. The state net operating loss carryforwards will begin to expire in 2030. As of December 31, 2021, the Company had research and development credit carryforwards of approximately $58.3 million and $25.2 million available to reduce our future tax liability, if any, for federal and state income tax purposes, respectively. The federal credit carryforwards begin to expire in 2030. California credit carryforwards have no expiration date. Internal Revenue Code ("IRC") section 382 places a limitation (the “Section 382 limitation” or “annual limitation”) on the amount of taxable income that can be offset by net operating loss carryforwards after a change in control (generally greater than 50% change in ownership) of a loss corporation. Similar provisions exist for states. In addition, and as a result of the acquisitions of Good Start Genetics and CombiMatrix in 2017, acquisitions of Singular Bio, Jungla, and Clear Genetics in 2019, acquisitions of YouScript and ArcherDX in 2020, and acquisitions of One Codex, Genosity, Ciitizen, and Stratify in 2021, tax loss carryforwards from acquired entities are also subject to the Section 382 limitation due to the change in control in the acquired entities in the current year. In addition, as a result of equity issued in connection with various acquisitions, the Company also performed a section 382 analysis in 2021 with respect to our operating loss and credit carryforwards. The Company concluded while an ownership change occurred in 2020 as defined under IRC section 382, none of the Company's net operating loss carryforwards would expire unused solely as a result of annual limitations imposed on the use of the carryforwards under IRC sections 382 and 383. Our policy with respect to undistributed foreign subsidiaries’ earnings is to consider those earnings to be indefinitely reinvested. As a result of the enactment in the Tax Cuts and Job Acts of 2017, if and when funds are actually distributed in the form of dividends or otherwise, we expect minimal tax consequences, except for withholding taxes, which would be applicable in some jurisdiction. As of December 31, 2021, we had unrecognized tax benefits of $46.7 million, which primarily relates to research and development credits, $1.9 million of which would currently affect the Company's effective tax rate if recognized due to the Company's valuation allowance against its deferred tax assets. During the year, the Company benchmarked the reserves of similar tax positions within the industry based on IRS and state audits of comparable companies. Based on its analysis, the Company decreased its unrecognized tax benefits to more closely align with other comparable companies within the industry. As these reserves relate primarily to research and development credits which have a full valuation allowance, such adjustments did not impact the Company's income tax provision. Unrecognized tax benefits are not expected to materially change in the next 12 months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, 2021 2020 2019 Unrecognized tax benefits, beginning of period $ 21,965 $ 26,985 $ 16,375 Gross increases—current period tax positions 18,165 8,368 10,311 Gross increases—prior period tax positions 6,539 53 299 Gross decreases—prior period tax positions — (13,441) — Unrecognized tax benefits, end of period $ 46,669 $ 21,965 $ 26,985 The Company's policy is to include penalties and interest expense related to income taxes as a component of tax expense. The Company has not accrued interest and penalties related to the unrecognized tax benefits reflected in the financial statements for the years ended December 31, 2021, 2020 and 2019. The Company's major tax jurisdictions are the United States and California. All of the Company's tax years will remain open for examination by the Federal and state tax authorities for three |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2021 | |
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 data): Year ended December 31, 2021 2020 2019 Net loss $ (379,006) $ (602,170) $ (241,965) Shares used in computing net loss per share, basic and diluted 210,946 134,587 90,859 Net loss per share, basic and diluted $ (1.80) $ (4.47) $ (2.66) The following common stock equivalents have been excluded from diluted net loss per share because their inclusion would be anti-dilutive (in thousands): Year Ended December 31, 2021 2020 2019 Shares of common stock subject to outstanding options 4,069 6,878 3,662 Shares of common stock subject to outstanding warrants 29 405 592 Shares of common stock subject to outstanding RSUs 9,146 5,590 5,293 Shares of common stock subject to outstanding PRSUs 737 1,658 1,860 Shares of common stock pursuant to ESPP 425 294 239 Shares of common stock underlying Series A convertible preferred stock 93 125 702 Shares of common stock subject to Convertible Senior Notes conversion 38,403 8,371 3,612 Total shares of common stock equivalents 52,902 23,321 15,960 |
Geographic information
Geographic information | 12 Months Ended |
Dec. 31, 2021 | |
Segments, Geographical Areas [Abstract] | |
Geographic information | Geographic information Revenue by country is determined based on the billing address of the customer and is summarized as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 404,013 $ 255,680 $ 202,550 Canada 7,553 4,529 4,356 Rest of world 48,883 19,389 9,918 Total revenue $ 460,449 $ 279,598 $ 216,824 As of December 31, 2021, 2020 and 2019, our long-lived assets were primarily located in the United States other than operating lease assets representing our right-of-use for leased facilities in Australia, Belgium and Israel. |
Selected quarterly data (unaudi
Selected quarterly data (unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected quarterly data (unaudited) | Selected quarterly data (unaudited) The following table summarizes our quarterly financial information for 2021 and 2020 (in thousands, except per share amounts): Three Months Ended March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 Revenue $ 103,621 $ 116,312 $ 114,395 $ 126,121 Cost of revenue $ 75,491 $ 89,331 $ 87,741 $ 96,106 (Loss) income from operations $ (112,364) $ 128,609 $ (193,312) $ (214,574) Net (loss) income $ (109,492) $ 133,786 $ (198,176) $ (205,124) Net loss per share, basic (1) $ (0.56) $ 0.66 $ (0.91) $ (0.90) Net loss per share, diluted (1) $ (0.56) $ 0.53 $ (0.91) $ (0.90) Three Months Ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Revenue $ 64,248 $ 46,191 $ 68,728 $ 100,431 Cost of revenue $ 40,422 $ 42,952 $ 46,643 $ 68,258 Loss from operations $ (97,784) $ (142,082) $ (80,823) $ (331,483) Net loss $ (98,527) $ (166,403) $ (102,902) $ (234,338) Net loss per share, basic and diluted (1) $ (0.99) $ (1.29) $ (0.78) $ (1.30) ___________________________________________________________________ (1) Net loss (income) per share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net loss per share information may not equal annual net loss per share. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation Our consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base these estimates on current facts, historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those judgments, estimates and assumptions. We evaluate our estimates on an ongoing basis. Significant estimates and assumptions made by management include the determination of: • revenue recognition; • inventory adjustments; • the fair value of assets and liabilities associated with business combinations; • the valuation of our 2.00% convertible senior notes due 2024 issued in September 2019 and our 1.5% convertible senior notes due 2028 issued in April 2021 (collectively, our "Convertible Senior Notes"); • our incremental borrowing rates used to calculate our lease balances; • stock-based compensation expense and the fair value of awards and warrants issued; and • income tax uncertainties. |
Prior period reclassifications | Prior period reclassifications We have reclassified certain amounts in prior periods to conform with current presentation. During the current period, we have disclosed the change in fair value of our contingent consideration separately in our statements of operations. These amounts are general and administrative in nature and were disclosed in general and administrative expense in previous periods. |
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, U.S. Treasury notes and government agency securities. Restricted cash consists primarily of money market funds that secure irrevocable standby letters of credit that serve as collateral for security deposits for our facility leases. |
Marketable securities | Marketable securities All marketable securities have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its marketable debt securities at the time of purchase and reevaluates such designation at each balance sheet date. Short-term marketable securities have maturities one year or less at the balance sheet date. Unrealized gains and losses are excluded from earnings and are reported as a component of other comprehensive loss. Realized gains and losses and impairments, if any, on available-for-sale securities are included in other expense, net. The cost of securities sold is based on the specific-identification method. Interest on marketable securities is included in other income (expense), net. For marketable securities in an unrealized loss position, we assess our intent to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the security’s amortized cost basis is written down to fair value through other income (expense), net. |
Accounts receivable | Accounts receivableWe receive payment from patients, biopharmaceutical partners, third-party payers and other business-to-business customers. |
Allowance for losses on certain financial assets | Allowances for losses on certain financial assets We assess our accounts receivables for expected credit losses at each reporting period by disaggregating by payer type and further by portfolios of customers with similar characteristics, such as customer type and geographic location. We then review each portfolio for expected credit losses based on historical payment trends as well as forward looking data and current economic trends. If a credit loss is determined, we record a reduction to our accounts receivable balance with a corresponding general and administrative expense. |
Deferred revenue | Deferred revenueWe record a contract liability when cash payments are received or due in advance of our performance related to one or more performance obligations. 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. We utilize the following practical expedients and exemptions: • Costs to obtain or fulfill a contract are expensed when incurred because the amortization period would have been one year or less, and • No adjustments to promised consideration were made for financing as we expect, at contract inception, that the period between the transfer of a promised good or service and when the customer pays for that good or service will be one year or less. Test revenue Test revenue is comprised of testing services and sales of distributed precision oncology products. The majority of our test revenue is generated from genetic testing, in addition to somatic testing for therapy selection and personalized cancer monitoring. These testing services provide analysis and associated interpretation of the sequencing of parts of the genome. Test orders are placed under signed requisitions or contractual agreements, and we often enter into contracts with biopharmaceutical partners, other business-to-business customers and insurance companies that include pricing provisions under which such tests are billed. Billing terms are generally net 30 to 60 days. While the transaction price of diagnostic tests is originally established either via contract or pursuant to our standard list price, we often provide concessions for tests billed to insurance carriers, and therefore the transaction price for patient insurance-billed tests is considered to be variable and revenue is recognized based on an estimate of the consideration to which we will be entitled at an amount for which it is probable that a reversal of cumulative consideration will not occur. Making these estimates requires significant judgments based upon such factors as length of payer relationship, historical payment patterns, changes in contract provisions and insurance reimbursement policies. These judgments are reviewed each reporting period and updated as necessary. We look to transfer of control in assessing timing of recognition of revenue in connection with each performance obligation. In general, revenue in connection with the service portion of our diagnostic tests is recognized upon delivery of the underlying clinical report or when the report is made available on our web portal. Outstanding performance obligations pertaining to orders received but for which the underlying report has not been issued are generally satisfied within a 30-day period. We also generate test revenue through the sale of our precision oncology products, which is comprised primarily of sales of our distributed RUO and IVD products for therapy selection. We recognize revenue on these sales once shipment has occurred. Product sales are recorded net of discounts and other deductions. Billing terms are generally net 30 days. Shipping and handling fees billed to customers are recorded as revenue on the consolidated statements of operations. The associated shipping and handling costs are recorded as cost of revenue. Other revenue Other revenue is primarily generated from pharma development services provided to biopharmaceutical companies related to companion diagnostic development as well as through collaboration agreements and genome network contracts. Contracts for companion diagnostic development consist primarily of milestone-based payments along with annual fees and marked-up pass-through costs. The arrangements are treated as short-term contracts for revenue recognition purposes because they allow termination of the agreements by the customers with 30 to 120 days’ written notice without a termination penalty. Upon termination, customers are required to pay for the proportion of services provided under milestones that were in progress. We recognize revenue in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. We recognize revenue over time based on the progress made toward achieving the performance obligation, utilizing input methods, including labor hours expended, tests processed, or time elapsed, that measure our progress toward the achievement of the milestone. We also enter into collaboration and genome network contracts. Collaboration agreements provide customers with diagnostic testing and related data aggregation reporting services that are provided over the contract term. Collaboration revenue is recognized as the data and reporting services are delivered to the customer. Genome network offerings consist of subscription services related to a proprietary software platform designed to connect patients, clinicians, advocacy organizations, researchers and therapeutic developers to accelerate the understanding, diagnosis and treatment of hereditary disease. Such services are recognized on a straight-line basis over the subscription periods. Amounts due under collaboration and genome network agreements are typically billable on net 30-day terms. Cost of revenue Cost of revenue reflects the aggregate costs incurred in delivering our products and services and includes expenses for materials and supplies, personnel-related costs, freight, costs for lab services and clinical trial support, equipment and infrastructure expenses and allocated overhead including rent, information technology costs, equipment depreciation, amortization of acquired intangibles, and utilities. |
Inventory | Inventory Our inventory consists of raw materials, work in progress, and finished goods, which are stated at the lower of cost or net realizable value on a first-in, first-out basis. We periodically analyze our inventory levels and expiration dates, and write down inventory that has become obsolete, inventory that has a cost basis in excess of its net realizable value, and inventory in excess of expected sales requirements as cost of revenue. We record an allowance for obsolete inventory using an estimate based on historical trends and evaluation of near-term expirations. |
Business combinations and asset acquisitions | Business combinations We apply ASC 805, Business Combinations , which requires recognition of assets acquired, liabilities assumed, and contingent consideration at their fair value on the acquisition date with subsequent changes recognized in earnings; requires acquisition-related expenses and restructuring costs to be recognized separately from the business combination and expensed as incurred; requires in-process research and development to be capitalized at fair value as an indefinite-lived intangible asset until completion or abandonment; and requires that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes. We account for acquisitions of entities that include inputs and processes and have the ability to create outputs as 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 third-party 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, estimated cost savings, 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 ASC 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 in change in fair value of contingent consideration in our consolidated statements of operations. 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. Asset acquisitions In circumstances where substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset is not considered a business and we account for the transaction as an asset acquisition. We recognize the assets acquired based on their relative fair value, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts. The form of consideration transferred may be cash, liabilities incurred, or equity interests issued. License Agreements We have entered and may continue to enter into license agreements to access and utilize certain technology. We evaluate if the license agreement results in the acquisition of an asset or a business and then determine if the acquired asset has the ability to generate revenues or is subject to regulatory approval. When regulatory approval is not required, we record the license as an asset and amortize it over the estimated economic life. When regulatory approval is required, we record the amount paid as a research and development expense. |
Intangible assets and in-process research and development | Intangible assets Amortizable intangible assets include trade names, non-compete agreements, patent licensing agreements, favorable leases, developed technology, customer relationships, and rights to develop new technology acquired as part of business combinations. Customer relationships acquired through our business combinations in 2017 are amortized on an accelerated basis, utilizing free cash flows, over periods ranging from five five Property, Plant and Equipment. 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. 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. |
Goodwill | Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other |
Leases | Leases Under ASC 842, Leases , we determine if an arrangement is a lease at inception. Operating leases are included in operating lease assets and operating lease obligations in our consolidated balance sheets. Finance leases are included in other assets and finance 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 assets and liabilities are recognized at commencement based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments. The operating lease asset also includes any lease payments made and is adjusted for lease incentives. Our lease terms may include options to extend or terminate the lease which are recognized when it is reasonably certain that we will exercise that option. Leases with terms of 12 months or less are not recorded on our balance sheet. Lease expense is recognized on a straight-line basis over the lease terms, or in some cases, the useful life of the underlying asset. We account for the lease and non-lease components as a single lease component. |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally between three The estimated useful lives of property and equipment are as follows: Furniture and fixtures 7 years Automobiles 7 years Manufacturing and Laboratory equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of lease term or estimated useful life |
Long-lived assets | Long-lived assetsWe review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. |
Fair value of financial instruments | Fair value of financial instrumentsOur financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, finance leases, and liabilities associated with business combinations. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to us, the carrying value of finance leases approximate their fair values. Liabilities associated with business combinations are recorded at their estimated fair value. |
Revenue recognition | Deferred revenueWe record a contract liability when cash payments are received or due in advance of our performance related to one or more performance obligations. 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. We utilize the following practical expedients and exemptions: • Costs to obtain or fulfill a contract are expensed when incurred because the amortization period would have been one year or less, and • No adjustments to promised consideration were made for financing as we expect, at contract inception, that the period between the transfer of a promised good or service and when the customer pays for that good or service will be one year or less. Test revenue Test revenue is comprised of testing services and sales of distributed precision oncology products. The majority of our test revenue is generated from genetic testing, in addition to somatic testing for therapy selection and personalized cancer monitoring. These testing services provide analysis and associated interpretation of the sequencing of parts of the genome. Test orders are placed under signed requisitions or contractual agreements, and we often enter into contracts with biopharmaceutical partners, other business-to-business customers and insurance companies that include pricing provisions under which such tests are billed. Billing terms are generally net 30 to 60 days. While the transaction price of diagnostic tests is originally established either via contract or pursuant to our standard list price, we often provide concessions for tests billed to insurance carriers, and therefore the transaction price for patient insurance-billed tests is considered to be variable and revenue is recognized based on an estimate of the consideration to which we will be entitled at an amount for which it is probable that a reversal of cumulative consideration will not occur. Making these estimates requires significant judgments based upon such factors as length of payer relationship, historical payment patterns, changes in contract provisions and insurance reimbursement policies. These judgments are reviewed each reporting period and updated as necessary. We look to transfer of control in assessing timing of recognition of revenue in connection with each performance obligation. In general, revenue in connection with the service portion of our diagnostic tests is recognized upon delivery of the underlying clinical report or when the report is made available on our web portal. Outstanding performance obligations pertaining to orders received but for which the underlying report has not been issued are generally satisfied within a 30-day period. We also generate test revenue through the sale of our precision oncology products, which is comprised primarily of sales of our distributed RUO and IVD products for therapy selection. We recognize revenue on these sales once shipment has occurred. Product sales are recorded net of discounts and other deductions. Billing terms are generally net 30 days. Shipping and handling fees billed to customers are recorded as revenue on the consolidated statements of operations. The associated shipping and handling costs are recorded as cost of revenue. Other revenue Other revenue is primarily generated from pharma development services provided to biopharmaceutical companies related to companion diagnostic development as well as through collaboration agreements and genome network contracts. Contracts for companion diagnostic development consist primarily of milestone-based payments along with annual fees and marked-up pass-through costs. The arrangements are treated as short-term contracts for revenue recognition purposes because they allow termination of the agreements by the customers with 30 to 120 days’ written notice without a termination penalty. Upon termination, customers are required to pay for the proportion of services provided under milestones that were in progress. We recognize revenue in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. We recognize revenue over time based on the progress made toward achieving the performance obligation, utilizing input methods, including labor hours expended, tests processed, or time elapsed, that measure our progress toward the achievement of the milestone. We also enter into collaboration and genome network contracts. Collaboration agreements provide customers with diagnostic testing and related data aggregation reporting services that are provided over the contract term. Collaboration revenue is recognized as the data and reporting services are delivered to the customer. Genome network offerings consist of subscription services related to a proprietary software platform designed to connect patients, clinicians, advocacy organizations, researchers and therapeutic developers to accelerate the understanding, diagnosis and treatment of hereditary disease. Such services are recognized on a straight-line basis over the subscription periods. Amounts due under collaboration and genome network agreements are typically billable on net 30-day terms. Cost of revenue Cost of revenue reflects the aggregate costs incurred in delivering our products and services and includes expenses for materials and supplies, personnel-related costs, freight, costs for lab services and clinical trial support, equipment and infrastructure expenses and allocated overhead including rent, information technology costs, equipment depreciation, amortization of acquired intangibles, and utilities. |
License agreements | Business combinations We apply ASC 805, Business Combinations , which requires recognition of assets acquired, liabilities assumed, and contingent consideration at their fair value on the acquisition date with subsequent changes recognized in earnings; requires acquisition-related expenses and restructuring costs to be recognized separately from the business combination and expensed as incurred; requires in-process research and development to be capitalized at fair value as an indefinite-lived intangible asset until completion or abandonment; and requires that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes. We account for acquisitions of entities that include inputs and processes and have the ability to create outputs as 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 third-party 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, estimated cost savings, 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 ASC 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 in change in fair value of contingent consideration in our consolidated statements of operations. 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. Asset acquisitions In circumstances where substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset is not considered a business and we account for the transaction as an asset acquisition. We recognize the assets acquired based on their relative fair value, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts. The form of consideration transferred may be cash, liabilities incurred, or equity interests issued. License Agreements We have entered and may continue to enter into license agreements to access and utilize certain technology. We evaluate if the license agreement results in the acquisition of an asset or a business and then determine if the acquired asset has the ability to generate revenues or is subject to regulatory approval. When regulatory approval is not required, we record the license as an asset and amortize it over the estimated economic life. When regulatory approval is required, we record the amount paid as a research and development expense. |
Income taxes | Income taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Significant judgment is required in determining the net valuation allowance which includes our evaluation of all available evidence including past operating results, estimates on future taxable income and acquisition-related tax assets and liabilities. We historically established a full valuation allowance against our deferred tax assets due to the uncertainty surrounding realization of such assets. In 2021, we released approximately $37.2 million of our valuation allowance to account for acquired intangibles that support the future realization of some of our deferred tax assets. Due to the overall increase of deferred tax assets, our valuation allowance has also increased from the prior year. |
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 ESPP purchases. The fair value of RSU awards with time-based vesting terms is based on the grant date share price. We grant 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 on the date of issuance. |
Advertising | AdvertisingAdvertising expenses are expensed as incurred. |
Comprehensive loss | Comprehensive loss Comprehensive loss is composed of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity, but are excluded from net loss. Our other comprehensive income (loss) consists of unrealized gains or losses on investments in available-for-sale securities. |
Net loss per share | Net loss per shareBasic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities, consisting of preferred stock, options to purchase common stock, common stock warrants, shares of common stock pursuant to ESPP, common stock issuable in connection with our 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. |
Recent accounting pronouncements | Recent accounting pronouncements We evaluate all 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 October 2021, the FASB issued ASU 2021-08, Business Combinations ("Topic 805"): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments of this ASU require entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers . At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC Topic 606 as if it had originated the contracts. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments in this update should be applied prospectively and are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements and related disclosures. Recently adopted accounting pronouncements In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for our interim and annual periods beginning January 1, 2022, and earlier adoption is permitted. We elected to adopt the amendments on a modified retrospective basis effective January 1, 2021, which required a cumulative-effect adjustment to retained earnings. The cumulative-effect adjustment resulted in a decrease in accumulated deficit of $17.0 million related to the reversal of the equity component and associated issuance costs as well as adjustment of the related amortization costs of our convertible senior notes due 2024. Reporting periods beginning on or after January 1, 2021 are presented under this new guidance while prior periods have not been adjusted and continue to be reported in accordance with our historic accounting under U.S. GAAP. See further information about our Convertible Senior Notes in Note 8, "Commitments and contingencies." |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule significant customer, revenue as a percentage | Our revenue from significant customers as a percentage of our total revenue was as follows: Year Ended December 31, 2021 2020 2019 Medicare 15 % 19 % 25 % |
Schedule of restrictions on cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 923,250 $ 124,794 Restricted cash 10,275 6,686 Total cash, cash equivalents and restricted cash $ 933,525 $ 131,480 |
Schedule of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 923,250 $ 124,794 Restricted cash 10,275 6,686 Total cash, cash equivalents and restricted cash $ 933,525 $ 131,480 |
Schedule of property and equipment, net | The estimated useful lives of property and equipment are as follows: Furniture and fixtures 7 years Automobiles 7 years Manufacturing and Laboratory equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of lease term or estimated useful life Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Leasehold improvements $ 31,159 $ 26,516 Laboratory equipment 61,317 45,342 Computer equipment 15,452 10,939 Furniture and fixtures 2,130 1,967 Construction-in-progress 52,039 12,061 Other 925 624 Total property and equipment, gross 163,022 97,449 Accumulated depreciation and amortization (48,308) (31,347) Total property and equipment, net $ 114,714 $ 66,102 |
Revenue, accounts receivable _2
Revenue, accounts receivable and deferred revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenue by payer category | Our revenue as disaggregated by payer category and revenue subtype is as follows (in thousands): Patient Biopharma partner Other business-to-business Year Ended Insurance Direct Test revenue: Centralized $ 276,916 $ 41,668 $ 40,181 $ 48,696 $ 407,461 Decentralized — — 1,278 35,333 36,611 Total test revenue 276,916 41,668 41,459 84,029 444,072 Other revenue — — 11,578 4,799 16,377 Total revenue $ 276,916 $ 41,668 $ 53,037 $ 88,828 $ 460,449 Patient Biopharma partner Other business-to-business Year Ended Insurance Direct Test revenue: Centralized $ 181,026 $ 23,972 $ 26,228 $ 32,736 $ 263,962 Decentralized — — 837 7,511 8,348 Total test revenue 181,026 23,972 27,065 40,247 272,310 Other revenue — — 4,488 2,800 7,288 Total revenue $ 181,026 $ 23,972 $ 31,553 $ 43,047 $ 279,598 Patient Biopharma partner Other business-to-business Year Ended Insurance Direct Test revenue: Centralized $ 153,827 $ 17,597 $ 10,876 $ 30,173 $ 212,473 Total test revenue 153,827 17,597 10,876 30,173 212,473 Other revenue — — 2,077 2,274 4,351 Total revenue $ 153,827 $ 17,597 $ 12,953 $ 32,447 $ 216,824 |
Schedule of change in estimate | As a result of new information, we update our estimate quarterly of the amounts to be recognized for previously delivered tests which resulted in the following increases to revenue and decreases to our loss from operations and basic and diluted net loss per share (in millions, except per share amounts): Year Ended December 31, 2021 2020 2019 Revenue $ 13.5 $ 4.4 $ 4.1 Loss from operations $ (13.5) $ (4.4) $ (4.1) Net loss per share, basic and diluted $ (0.06) $ (0.03) $ (0.05) |
Business combinations (Tables)
Business combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of purchase price and post-combination expense | The following table summarizes the purchase price and post-combination expense recorded as a part of the acquisition of One Codex (in thousands): Purchase Price Post-combination Expense Cash transferred $ 16,504 $ 783 Hold-back consideration - common stock 8,113 359 Common stock transferred 58,774 2,600 Total $ 83,391 $ 3,742 The following table summarizes the purchase price recorded as a part of the acquisition of Genosity (in thousands): Purchase Price Cash transferred $ 119,959 Hold-back and other consideration 8,774 Common stock transferred 67,308 Total $ 196,041 The following table summarizes the purchase price recorded as a part of the acquisition of Ciitizen (in thousands): Purchase Price Cash transferred $ 87,361 Hold-back and other consideration 34,161 Common stock transferred 186,778 Total $ 308,300 |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of assets acquired and liabilities assumed through our acquisition of One Codex at the date of acquisition (in thousands): Cash $ 1,549 Accounts receivable 684 Developed technology 23,841 Customer relationships 440 Total identifiable assets acquired 26,514 Other liabilities (415) Deferred tax liability (6,150) Net identifiable assets acquired 19,949 Goodwill 63,442 Total purchase price $ 83,391 Cash $ 906 Accounts receivable 355 Developed technology 76,500 Other assets 3,732 Total identifiable assets acquired 81,493 Other liabilities (2,852) Deferred tax liability (17,600) Net identifiable assets acquired 61,041 Goodwill 135,000 Total purchase price $ 196,041 Cash $ 274 Accounts receivable 748 Other receivables 688 Developed technology 92,900 Other assets 970 Total identifiable assets acquired 95,580 Other liabilities (2,550) Deferred tax liability (6,900) Net identifiable assets acquired 86,130 Goodwill 222,170 Total purchase price $ 308,300 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill | The changes in the carrying amounts of goodwill were as follows (in thousands): Balance as of December 31, 2020 $ 1,863,623 Goodwill adjustment (1,176) Goodwill acquired 420,612 Balance as of December 31, 2021 $ 2,283,059 |
Schedule of intangible assets | The following table presents details of our acquired intangible assets as of December 31, 2021 (in thousands): Cost Accumulated Net Weighted-Average Weighted-Average Customer relationships $ 41,515 $ (13,096) $ 28,419 10.8 7.8 Developed technology 662,106 (81,902) 580,204 10.2 9.1 Non-compete agreement 286 (286) — 0.0 0.0 Tradename 21,085 (2,207) 18,878 12.0 10.8 Patent licensing agreement 495 (136) 359 15.0 10.9 Right to develop new technology 19,359 (1,613) 17,746 15.0 13.8 In-process research and development 542,388 — 542,388 n/a n/a $ 1,287,234 $ (99,240) $ 1,187,994 10.4 9.2 |
Schedule of intangible assets | The following table presents details of our acquired intangible assets as of December 31, 2021 (in thousands): Cost Accumulated Net Weighted-Average Weighted-Average Customer relationships $ 41,515 $ (13,096) $ 28,419 10.8 7.8 Developed technology 662,106 (81,902) 580,204 10.2 9.1 Non-compete agreement 286 (286) — 0.0 0.0 Tradename 21,085 (2,207) 18,878 12.0 10.8 Patent licensing agreement 495 (136) 359 15.0 10.9 Right to develop new technology 19,359 (1,613) 17,746 15.0 13.8 In-process research and development 542,388 — 542,388 n/a n/a $ 1,287,234 $ (99,240) $ 1,187,994 10.4 9.2 |
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 December 31, 2021 (in thousands): 2022 $ 73,706 2023 72,693 2024 72,414 2025 70,661 2026 70,627 Thereafter 285,505 Total estimated future amortization expense $ 645,606 |
Balance sheet components (Table
Balance sheet components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of inventory | Inventory consisted of the following (in thousands): December 31, 2021 2020 Raw materials $ 27,178 $ 21,324 Work in progress 5,342 8,847 Finished goods 996 1,859 Total inventory $ 33,516 $ 32,030 |
Schedule of property and equipment, net | The estimated useful lives of property and equipment are as follows: Furniture and fixtures 7 years Automobiles 7 years Manufacturing and Laboratory equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of lease term or estimated useful life Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Leasehold improvements $ 31,159 $ 26,516 Laboratory equipment 61,317 45,342 Computer equipment 15,452 10,939 Furniture and fixtures 2,130 1,967 Construction-in-progress 52,039 12,061 Other 925 624 Total property and equipment, gross 163,022 97,449 Accumulated depreciation and amortization (48,308) (31,347) Total property and equipment, net $ 114,714 $ 66,102 |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued compensation and related expenses $ 35,877 $ 25,221 Accrued expenses 32,136 14,933 Compensation and other liabilities associated with business combinations 11,622 25,600 Deferred revenue 9,431 6,378 Accrued interest 6,646 2,333 Other accrued liabilities 10,741 11,593 Total accrued liabilities $ 106,453 $ 86,058 |
Schedule of other long-term liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Compensation and other liabilities associated with business combinations, non-current $ 27,919 $ 825,976 Deferred revenue, non-current 663 1,380 Other 9,215 13,900 Total other long-term liabilities $ 37,797 $ 841,256 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of 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): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1 Level 2 Level 3 Financial assets: Money market funds $ 913,990 $ — $ — $ 913,990 $ 913,990 $ — $ — U.S. Treasury notes 111,187 — (6) 111,181 111,181 — — U.S. government agency securities 10,941 — (1) 10,940 — 10,940 — Total financial assets $ 1,036,118 $ — $ (7) $ 1,036,111 $ 1,025,171 $ 10,940 $ — Financial liabilities: Stock payable liability $ 20,925 $ — $ — $ 20,925 Contingent consideration 1,875 — — 1,875 Total financial liabilities $ 22,800 $ — $ — $ 22,800 December 31, 2021 Reported as: Cash equivalents $ 903,715 Restricted cash 10,275 Marketable securities 122,121 Total cash equivalents, restricted cash, and marketable securities $ 1,036,111 Other long-term liabilities $ 22,800 December 31, 2020 Amortized Gross Gross Estimated Level 1 Level 2 Level 3 Financial assets: Money market funds $ 83,109 $ — $ — $ 83,109 $ 83,109 $ — $ — U.S. Treasury notes 164,894 7 (15) 164,886 164,886 — — U.S. government agency securities 64,291 9 — 64,300 — 64,300 — Total financial assets $ 312,294 $ 16 $ (15) $ 312,295 $ 247,995 $ 64,300 $ — Financial liabilities: Stock payable liability $ 39,237 $ — $ — $ 39,237 Contingent consideration $ 796,639 $ — $ — $ 796,639 Total financial liabilities $ 835,876 $ — $ — $ 835,876 December 31, 2020 Reported as: Cash equivalents $ 76,423 Restricted cash 6,686 Marketable securities 229,186 Total cash equivalents, restricted cash, and marketable securities $ 312,295 Accrued liabilities $ 10,592 Other long-term liabilities 825,284 Total liabilities $ 835,876 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of lease cost | Supplemental information regarding our operating and finance leases were as follows: Year Ended December 31, 2021 2020 Weighted-average remaining lease term: Operating leases 9.0 years 5.4 years Finance leases 2.4 years 2.6 years Weighted-average discount rate: Operating leases 7.0 % 10.6 % Finance leases 7.2 % 4.8 % Cash payments included in the measurement of lease liabilities (in millions): Operating leases $ 18.3 $ 11.6 Finance leases $ 2.9 $ 2.0 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): Year Ended December 31, 2021 2020 2019 Operating lease costs $ 21,151 $ 11,329 $ 10,329 Sublease income — — (173) Finance lease costs: Amortization of right-of-use assets 3,488 2,084 1,546 Interest on lease liabilities 496 — — Total lease costs $ 25,135 $ 13,413 $ 11,702 |
Schedule of future payments under operating leases | Future payments under operating and finance leases as of December 31, 2021 are as follows (in thousands): Operating leases Finance leases 2022 $ 18,470 $ 4,719 2023 23,108 4,133 2024 28,000 1,758 2025 26,647 177 2026 24,031 — Thereafter 80,464 — Future non-cancelable minimum lease payments 200,720 10,787 Less: interest (63,992) (948) Total lease liabilities 136,728 9,839 Less: current portion (12,359) (4,156) Lease obligations, net of current portion $ 124,369 $ 5,683 |
Schedule of future lease payments under finance leases | Future payments under operating and finance leases as of December 31, 2021 are as follows (in thousands): Operating leases Finance leases 2022 $ 18,470 $ 4,719 2023 23,108 4,133 2024 28,000 1,758 2025 26,647 177 2026 24,031 — Thereafter 80,464 — Future non-cancelable minimum lease payments 200,720 10,787 Less: interest (63,992) (948) Total lease liabilities 136,728 9,839 Less: current portion (12,359) (4,156) Lease obligations, net of current portion $ 124,369 $ 5,683 |
Components of debt | Our Convertible Senior Notes consisted of the following (in thousands): December 31, 2021 2020 Outstanding principal $ 1,499,996 $ 350,000 Unamortized debt discount and issuance costs (35,858) (66,276) Net carrying amount, liability component $ 1,464,138 $ 283,724 |
Schedule of future payments under noncancelable unconditional purchase commitments | At December 31, 2021, our total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were as follows (in thousands): 2022 25,893 2023 21,904 2024 7,367 2025 614 2026 — Thereafter — Total $ 55,778 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of convertible preferred and common stock | Shares of convertible preferred and common stock were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Convertible preferred stock: Shares outstanding, beginning of period 125 125 3,459 Conversion into common stock (125) — (3,334) Shares outstanding, end of period — 125 125 Common stock: Shares outstanding, beginning of period 185,886 98,796 75,481 Common stock issued in private placement — 16,320 — Common stock issued in connection with public offering 8,932 24,005 11,136 Common stock issued on exercise of stock options, net 2,068 2,659 468 Common stock issued pursuant to vesting of RSUs 4,325 5,304 2,683 Common stock issued pursuant to exercises of warrants 208 968 31 Common stock issued pursuant to employee stock purchase plan 654 671 455 Common stock issued pursuant to acquisitions 25,918 37,163 5,208 Common stock issued upon conversion of preferred stock 125 — 3,334 Shares outstanding, end of period 228,116 185,886 98,796 |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of activity under stock incentive plans | Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share amounts and years): Shares Available For Grant Stock Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance at December 31, 2020 7,447 4,877 $ 7.75 6.8 $ 166,130 Additional shares reserved 17,138 — Options granted (267) 267 $ 32.25 Options cancelled 42 (42) $ 25.24 Options exercised — (2,068) $ 4.34 RSUs and PRSUs granted (15,322) — RSUs and PRSUs cancelled 1,204 — Balance at December 31, 2021 10,242 3,034 $ 11.98 5.5 $ 16,431 Options exercisable at December 31, 2021 2,598 $ 9.75 4.9 $ 15,989 Options vested and expected to vest at December 31, 2021 3,009 $ 11.93 5.4 $ 16,401 |
Summary of RSU activity | The following table summarizes RSU, including PRSU, activity (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance at December 31, 2020 6,602 $ 12.89 RSUs granted 6,468 $ 30.01 Time-based RSUs and PRSUs granted - variable 8,645 $ 31.23 PRSUs granted 209 $ 34.75 RSUs vested (4,473) $ 22.16 RSUs cancelled (1,204) $ 26.11 Balance at December 31, 2021 16,247 $ 26.21 |
Schedule of assumptions used in determination of fair value of options | The fair value of share-based payments for stock options granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing model based on the following assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 6.0 6.0 6.0 Expected volatility 73.5% 71.0% 64.2% Risk-free interest rate 1.1% 0.5% 2.6% The fair value of the shares purchased pursuant to the ESPP was estimated using the following assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 0.5 0.5 0.5 Expected volatility 66.1% 105.7% 66.3% Risk-free interest rate 0.0% 0.1% 2.0% |
Summary of stock based compensation expense related to stock options included in consolidated statements of operations | The following table summarizes stock-based compensation expense for the years ended December 31, 2021, 2020 and 2019, included in the consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 12,033 $ 8,713 $ 4,563 Research and development 92,407 91,762 52,450 Selling and marketing 15,641 14,418 7,641 General and administrative 59,994 43,854 11,294 Total stock-based compensation expense $ 180,075 $ 158,747 $ 75,948 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of loss before income taxes by U.S. and foreign jurisdictions | The components of net loss before taxes by U.S. and foreign jurisdictions are as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 414,657 $ 712,409 $ 260,531 Foreign 1,206 1,861 (116) Total $ 415,863 $ 714,270 $ 260,415 |
Schedule of components of the provision for income taxes | The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Foreign 2,069 171 85 Total current benefit for income taxes 2,069 171 85 Deferred: Federal (28,348) (94,279) (16,011) State (8,809) (17,730) (2,524) Foreign (1,769) (262) — Total deferred benefit for income taxes (38,926) (112,271) (18,535) Total income tax benefit $ (36,857) $ (112,100) $ (18,450) |
Schedule of reconciliation of the tax expense computed at the statutory federal rate and Company's tax expense | The following table presents a reconciliation of the tax expense computed at the statutory federal rate and our tax expense for the periods presented: Year Ended December 31, 2021 2020 2019 U.S. federal taxes at statutory rate 21.0 % 21.0 % 21.0 % State taxes (net of federal benefit) 7.3 % 3.4 % 3.7 % Stock-based compensation (1.2) % (1.6) % 1.3 % Research and development credits 3.8 % 1.1 % — % Non-deductible expenses (0.9) % (0.7) % (1.6) % Foreign tax differential (0.1) % — % — % Acquisition contingent liabilities 18.5 % (0.8) % — % Change in valuation allowance (39.5) % (6.7) % (17.3) % Total 8.9 % 15.7 % 7.1 % |
Schedule of net deferred tax assets | The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 530,663 $ 337,866 Tax credits 36,188 19,969 Revenue recognition differences 2,560 9,099 Leasing liabilities 34,403 14,274 Accruals and other 36,689 37,677 Gross deferred tax assets 640,503 418,885 Valuation allowance (386,950) (209,308) Total deferred tax assets 253,553 209,577 Deferred tax liabilities: Amortization and depreciation (271,517) (233,150) Convertible Senior Notes — (14,658) Leasing Assets (33,732) (13,307) Total deferred tax liabilities (305,249) (261,115) Net deferred tax liabilities $ (51,696) $ (51,538) |
Schedule of reconciliation of gross unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, 2021 2020 2019 Unrecognized tax benefits, beginning of period $ 21,965 $ 26,985 $ 16,375 Gross increases—current period tax positions 18,165 8,368 10,311 Gross increases—prior period tax positions 6,539 53 299 Gross decreases—prior period tax positions — (13,441) — Unrecognized tax benefits, end of period $ 46,669 $ 21,965 $ 26,985 |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 data): Year ended December 31, 2021 2020 2019 Net loss $ (379,006) $ (602,170) $ (241,965) Shares used in computing net loss per share, basic and diluted 210,946 134,587 90,859 Net loss per share, basic and diluted $ (1.80) $ (4.47) $ (2.66) |
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): Year Ended December 31, 2021 2020 2019 Shares of common stock subject to outstanding options 4,069 6,878 3,662 Shares of common stock subject to outstanding warrants 29 405 592 Shares of common stock subject to outstanding RSUs 9,146 5,590 5,293 Shares of common stock subject to outstanding PRSUs 737 1,658 1,860 Shares of common stock pursuant to ESPP 425 294 239 Shares of common stock underlying Series A convertible preferred stock 93 125 702 Shares of common stock subject to Convertible Senior Notes conversion 38,403 8,371 3,612 Total shares of common stock equivalents 52,902 23,321 15,960 |
Geographic information (Tables)
Geographic information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segments, Geographical Areas [Abstract] | |
Schedule of revenue by geographic region | Revenue by country is determined based on the billing address of the customer and is summarized as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 404,013 $ 255,680 $ 202,550 Canada 7,553 4,529 4,356 Rest of world 48,883 19,389 9,918 Total revenue $ 460,449 $ 279,598 $ 216,824 |
Selected quarterly data (unau_2
Selected quarterly data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected quarterly data | The following table summarizes our quarterly financial information for 2021 and 2020 (in thousands, except per share amounts): Three Months Ended March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 Revenue $ 103,621 $ 116,312 $ 114,395 $ 126,121 Cost of revenue $ 75,491 $ 89,331 $ 87,741 $ 96,106 (Loss) income from operations $ (112,364) $ 128,609 $ (193,312) $ (214,574) Net (loss) income $ (109,492) $ 133,786 $ (198,176) $ (205,124) Net loss per share, basic (1) $ (0.56) $ 0.66 $ (0.91) $ (0.90) Net loss per share, diluted (1) $ (0.56) $ 0.53 $ (0.91) $ (0.90) Three Months Ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Revenue $ 64,248 $ 46,191 $ 68,728 $ 100,431 Cost of revenue $ 40,422 $ 42,952 $ 46,643 $ 68,258 Loss from operations $ (97,784) $ (142,082) $ (80,823) $ (331,483) Net loss $ (98,527) $ (166,403) $ (102,902) $ (234,338) Net loss per share, basic and diluted (1) $ (0.99) $ (1.29) $ (0.78) $ (1.30) ___________________________________________________________________ (1) Net loss (income) per share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net loss per share information may not equal annual net loss per share. |
Organization and description _2
Organization and description of business (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Summary of significant accoun_4
Summary of significant accounting policies - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life, intangible assets | 10 years 4 months 24 days | ||||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 | ||
Long-lived asset impairment losses | 0 | 0 | 0 | ||
Advertising expense | 20,200,000 | 11,400,000 | 9,900,000 | ||
Other long-term liabilities | 37,797,000 | 841,256,000 | |||
Decrease to additional paid-in-capital | (2,978,398,000) | (1,976,293,000) | (379,640,000) | ||
Other income (expense), net | 25,678,000 | (32,332,000) | (3,891,000) | ||
Additional paid-in capital: | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Decrease to additional paid-in-capital | $ (4,701,230,000) | (3,337,120,000) | (1,138,316,000) | $ (678,548,000) | |
Revision of prior period, adjustment | Additional paid-in capital: | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Decrease to additional paid-in-capital | $ 75,488,000 | ||||
Revision of prior period, adjustment | Reclassification of stock payable liabilities | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Other long-term liabilities | 10,100,000 | ||||
Other income (expense), net | 300,000 | ||||
Revision of prior period, adjustment | Reclassification of stock payable liabilities | Additional paid-in capital: | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Decrease to additional paid-in-capital | $ 10,387,000 | ||||
Customer relationships | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life, intangible assets | 10 years 9 months 18 days | ||||
Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life, intangible assets | 5 years | ||||
Estimated useful life, property and equipment | 3 years | ||||
Minimum | Customer relationships | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life, intangible assets | 5 years | ||||
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life, intangible assets | 15 years | ||||
Estimated useful life, property and equipment | 7 years | ||||
Maximum | Customer relationships | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life, intangible assets | 11 years | ||||
Convertible Senior Notes Due 2024 | Convertible debt | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Stated interest rate | 2.00% |
Summary of significant accoun_5
Summary of significant accounting policies - Schedule of significant customers, revenue as a percentage (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer concentration risk | Revenue | Medicare | |||
Product Information [Line Items] | |||
Concentration risk | 15.00% | 19.00% | 25.00% |
Summary of significant accoun_6
Summary of significant accounting policies - Schedule of cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 923,250 | $ 124,794 | ||
Restricted cash | 10,275 | 6,686 | ||
Total cash, cash equivalents and restricted cash | $ 933,525 | $ 131,480 | $ 157,572 | $ 118,164 |
Summary of significant accoun_7
Summary of significant accounting policies - Schedule of useful lives of property and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | |
Property and equipment | |
Useful lives | 7 years |
Automobiles | |
Property and equipment | |
Useful lives | 7 years |
Manufacturing and Laboratory equipment | |
Property and equipment | |
Useful lives | 5 years |
Computer equipment | |
Property and equipment | |
Useful lives | 3 years |
Software | |
Property and equipment | |
Useful lives | 3 years |
Revenue, accounts receivable _3
Revenue, accounts receivable and deferred revenue - Schedule of disaggregated revenue by payer category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 126,121 | $ 114,395 | $ 116,312 | $ 103,621 | $ 100,431 | $ 68,728 | $ 46,191 | $ 64,248 | $ 460,449 | $ 279,598 | $ 216,824 |
Patient Insurance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 276,916 | 181,026 | 153,827 | ||||||||
Patient Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 41,668 | 23,972 | 17,597 | ||||||||
Biopharma partner | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 53,037 | 31,553 | 12,953 | ||||||||
Other business-to-business | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 88,828 | 43,047 | 32,447 | ||||||||
Test revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 444,072 | 272,310 | 212,473 | ||||||||
Test revenue | Patient Insurance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 276,916 | 181,026 | 153,827 | ||||||||
Test revenue | Patient Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 41,668 | 23,972 | 17,597 | ||||||||
Test revenue | Biopharma partner | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 41,459 | 27,065 | 10,876 | ||||||||
Test revenue | Other business-to-business | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 84,029 | 40,247 | 30,173 | ||||||||
Centralized | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 407,461 | 263,962 | 212,473 | ||||||||
Centralized | Patient Insurance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 276,916 | 181,026 | 153,827 | ||||||||
Centralized | Patient Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 41,668 | 23,972 | 17,597 | ||||||||
Centralized | Biopharma partner | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 40,181 | 26,228 | 10,876 | ||||||||
Centralized | Other business-to-business | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 48,696 | 32,736 | 30,173 | ||||||||
Decentralized | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 36,611 | 8,348 | |||||||||
Decentralized | Patient Insurance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 0 | 0 | |||||||||
Decentralized | Patient Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 0 | 0 | |||||||||
Decentralized | Biopharma partner | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 1,278 | 837 | |||||||||
Decentralized | Other business-to-business | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 35,333 | 7,511 | |||||||||
Other revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 16,377 | 7,288 | 4,351 | ||||||||
Other revenue | Patient Insurance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 0 | 0 | 0 | ||||||||
Other revenue | Patient Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 0 | 0 | 0 | ||||||||
Other revenue | Biopharma partner | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 11,578 | 4,488 | 2,077 | ||||||||
Other revenue | Other business-to-business | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 4,799 | $ 2,800 | $ 2,274 |
Revenue, accounts receivable _4
Revenue, accounts receivable and deferred revenue - Schedule of change in estimate (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change in Accounting Estimate [Line Items] | |||||||||||
Total revenue | $ 126,121 | $ 114,395 | $ 116,312 | $ 103,621 | $ 100,431 | $ 68,728 | $ 46,191 | $ 64,248 | $ 460,449 | $ 279,598 | $ 216,824 |
(Loss) income from operations | $ (214,574) | $ (193,312) | $ 128,609 | $ (112,364) | $ (331,483) | $ (80,823) | $ (142,082) | $ (97,784) | $ (391,641) | $ (652,172) | $ (244,112) |
Net loss per share, basic (in dollars per share) | $ (0.90) | $ (0.91) | $ 0.66 | $ (0.56) | $ (1.30) | $ (0.78) | $ (1.29) | $ (0.99) | $ (1.80) | $ (4.47) | $ (2.66) |
Net loss per share, diluted (in dollars per share) | $ (0.90) | $ (0.91) | $ 0.53 | $ (0.56) | $ (1.30) | $ (0.78) | $ (1.29) | $ (0.99) | $ (1.80) | $ (4.47) | $ (2.66) |
Change in estimate of revenue recognition | |||||||||||
Change in Accounting Estimate [Line Items] | |||||||||||
Total revenue | $ 13,500 | $ 4,400 | $ 4,100 | ||||||||
(Loss) income from operations | $ (13,500) | $ (4,400) | $ (4,100) | ||||||||
Net loss per share, basic (in dollars per share) | $ (0.06) | $ (0.03) | $ (0.05) | ||||||||
Net loss per share, diluted (in dollars per share) | $ (0.06) | $ (0.03) | $ (0.05) |
Revenue, accounts receivable _5
Revenue, accounts receivable and deferred revenue - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Apr. 30, 2020 | Jun. 30, 2020 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Unbilled revenue | $ 4.3 | $ 4.3 | ||||
Deferred revenue, revenue recognized | $ 2.9 | $ 1.4 | ||||
One-time termination costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Positions eliminated, percent of total workforce | 8.00% | |||||
Restructuring charges | $ 3.8 | |||||
Reduction in officer salary | 20.00% | |||||
CARES Act | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Income received under the CARES Act | $ 2.3 | $ 3.8 |
Business combinations - Singula
Business combinations - Singular Bio (Details) $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2019USD ($)tradingDayshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |||||
Stock-based compensation expense (income) | $ 180,075 | $ 158,747 | $ 75,948 | ||
Singular Bio | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest acquired | 100.00% | ||||
Business combination, total purchase consideration | $ 57,300 | ||||
Common stock transferred | $ 53,900 | ||||
Business acquisition common stock issued (in shares) | shares | 2.5 | ||||
RSUs | Stock incentive plans | First anniversary | |||||
Business Acquisition [Line Items] | |||||
Vesting rate upon anniversaries | 50.00% | ||||
RSUs | Stock incentive plans | Second anniversary | |||||
Business Acquisition [Line Items] | |||||
Vesting rate upon anniversaries | 50.00% | ||||
RSUs | Stock incentive plans | Singular Bio | |||||
Business Acquisition [Line Items] | |||||
Value of units granted | $ 90,000 | ||||
Threshold trading days | tradingDay | 30 | ||||
RSUs | Stock incentive plans | Singular Bio | First anniversary | |||||
Business Acquisition [Line Items] | |||||
Vesting rate upon anniversaries | 33.33% | ||||
RSUs | Stock incentive plans | Singular Bio | Second anniversary | |||||
Business Acquisition [Line Items] | |||||
Vesting rate upon anniversaries | 33.33% | ||||
RSUs | Stock incentive plans | Singular Bio | Third anniversary | |||||
Business Acquisition [Line Items] | |||||
Vesting rate upon anniversaries | 33.33% | ||||
Time-based RSUs | Stock incentive plans | Singular Bio | |||||
Business Acquisition [Line Items] | |||||
Value of units granted | $ 45,000 | ||||
Stock-based compensation expense (income) | 0 | 29,100 | |||
PRSU | Stock incentive plans | Singular Bio | |||||
Business Acquisition [Line Items] | |||||
Value of units granted | $ 45,000 | ||||
Stock-based compensation expense (income) | $ 1,200 | $ 19,400 |
Business combinations - Jungla
Business combinations - Jungla (Details) - Jungla - USD ($) $ in Millions | 1 Months Ended | |
Jul. 31, 2019 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Percentage of interest acquired | 100.00% | |
Business combination, total purchase consideration | $ 59 | |
Common stock transferred | 44.9 | |
Ongoing development post-close milestones | ||
Business Acquisition [Line Items] | ||
Contingent consideration | $ 10.7 | $ 0 |
Business combinations - Diploid
Business combinations - Diploid (Details) - Diploid shares in Millions, $ in Millions | 1 Months Ended |
Mar. 31, 2020USD ($)shares | |
Business Acquisition [Line Items] | |
Percentage of interest acquired | 100.00% |
Business combination, total purchase consideration | $ | $ 82.3 |
Indemnification obligations | |
Business Acquisition [Line Items] | |
Business acquisition common stock issued (in shares) | shares | 0.4 |
Business combinations - Genelex
Business combinations - Genelex and YouScript (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||
Change in fair value of contingent consideration | $ (1,200) | $ (386,646) | $ 54,544 | $ 107 | |
YouScript | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest acquired | 100.00% | ||||
Business combination, total purchase consideration | $ 52,700 | ||||
Cash transferred | $ 24,500 | ||||
Hold-back consideration - common stock | 3,500 | ||||
Change in fair value of contingent consideration | 15,400 | ||||
Genelex | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest acquired | 100.00% | ||||
Business combination, total purchase consideration | $ 13,200 | ||||
Business acquisition, expected milestone duration | 4 years | ||||
Contingent consideration | $ 2,000 | $ 1,900 | |||
Genelex and YouScript | |||||
Business Acquisition [Line Items] | |||||
Hold-back consideration - common stock | $ 6,200 | ||||
Indemnification obligations | YouScript | |||||
Business Acquisition [Line Items] | |||||
Business acquisition common stock issued (in shares) | 0.5 | ||||
Hold-back consideration - common stock | $ 1,400 | ||||
Indemnification obligations | Genelex | |||||
Business Acquisition [Line Items] | |||||
Business acquisition common stock issued (in shares) | 0.1 |
Business combinations - ArcherD
Business combinations - ArcherDX (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jul. 31, 2021 | Nov. 30, 2020 | Oct. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||||||
Reduction in goodwill | $ 1,200 | $ 1,176 | ||||||
Reduction in amount of contingent consideration liability | 1,200 | 386,646 | $ (54,544) | $ (107) | ||||
Stock-based compensation expense (income) | 180,075 | 158,747 | $ 75,948 | |||||
ArcherDX, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition common stock issued (in shares) | 30 | |||||||
Cash transferred | $ 325,000 | |||||||
Reduction in purchase price | 1,200 | |||||||
ArcherDX, Inc. | ArcherDX Milestone Achievement Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition common stock issued (in shares) | 13.8 | 5 | 27 | |||||
Cash transferred | $ 3,300 | $ 1,900 | ||||||
Stock-based compensation expense (income) | 41,800 | |||||||
ArcherDX, Inc. | ArcherDX Milestone Achievement Agreement | Recurring basis | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration | $ 945,200 | |||||||
ArcherDX, Inc. | ArcherDX Milestone, one through four | ||||||||
Business Acquisition [Line Items] | ||||||||
Reduction in amount of contingent consideration liability | 38,500 | |||||||
Contingent consideration | 788,300 | |||||||
Share-based compensation expense, incremental cost | 33,000 | |||||||
ArcherDX, Inc. | ArcherDX Final Milestone | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration | $ 262,500 | $ 287,700 | $ 0 | |||||
Stock-based compensation expense (income) | $ (29,700) |
Business combinations - One Cod
Business combinations - One Codex (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | ||
Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,283,059 | $ 1,863,623 | |
OneCodex | |||
Business Acquisition [Line Items] | |||
Percentage of interest acquired | 100.00% | ||
Cash transferred | $ 17,300 | ||
Business acquisition common stock issued (in shares) | 1.4 | ||
Estimated useful life | 9 years | ||
Goodwill | $ 63,442 | ||
Indemnification obligations | OneCodex | |||
Business Acquisition [Line Items] | |||
Business acquisition common stock issued (in shares) | 0.2 |
Business combinations - Summary
Business combinations - Summary of the purchase price and post-combination expense (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Sep. 30, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | |
OneCodex | |||
Purchase Price | |||
Cash transferred | $ 17,300 | ||
OneCodex | Initial Purchase Price | |||
Purchase Price | |||
Cash transferred | 16,504 | ||
Hold-back consideration - common stock | 8,113 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 58,774 | ||
Total | 83,391 | ||
OneCodex | Post Combination Expense | |||
Post-combination Expense | |||
Cash transferred | 783 | ||
Hold-back consideration - common stock | 359 | ||
Common stock transferred | 2,600 | ||
Total | $ 3,742 | ||
Genosity Inc | |||
Purchase Price | |||
Cash transferred | $ 119,959 | ||
Hold-back and other consideration | 8,774 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 67,308 | ||
Total | $ 196,041 | ||
Ciitizen | |||
Purchase Price | |||
Cash transferred | $ 87,361 | ||
Hold-back and other consideration | 34,161 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 186,778 | ||
Total | $ 308,300 |
Business combinations - Summa_2
Business combinations - Summary of fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,283,059 | $ 1,863,623 | |||
OneCodex | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 1,549 | ||||
Accounts receivable | 684 | ||||
Total identifiable assets acquired | 26,514 | ||||
Other liabilities | (415) | ||||
Deferred tax liability | (6,150) | ||||
Net identifiable assets acquired | 19,949 | ||||
Goodwill | 63,442 | ||||
Total purchase price | 83,391 | ||||
OneCodex | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 23,841 | ||||
OneCodex | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 440 | ||||
Genosity Inc | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 906 | ||||
Accounts receivable | 355 | ||||
Other assets | 3,732 | ||||
Total identifiable assets acquired | 81,493 | ||||
Other liabilities | (2,852) | ||||
Deferred tax liability | (17,600) | ||||
Net identifiable assets acquired | 61,041 | ||||
Goodwill | 135,000 | ||||
Total purchase price | 196,041 | ||||
Genosity Inc | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 76,500 | ||||
Ciitizen | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 274 | ||||
Accounts receivable | 748 | ||||
Other receivables | 688 | ||||
Other assets | 970 | ||||
Total identifiable assets acquired | 95,580 | ||||
Other liabilities | (2,550) | ||||
Deferred tax liability | (6,900) | ||||
Net identifiable assets acquired | 86,130 | ||||
Goodwill | 222,170 | ||||
Total purchase price | 308,300 | ||||
Ciitizen | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 92,900 |
Business combinations - Genosit
Business combinations - Genosity (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||||
Total stock-based compensation expense | $ 180,075 | $ 158,747 | $ 75,948 | |||
Change in fair value of contingent consideration | $ (1,200) | (386,646) | 54,544 | $ 107 | ||
Goodwill | 2,283,059 | $ 1,863,623 | ||||
Genosity | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of interest acquired | 100.00% | |||||
Business combination, total purchase consideration | $ 196,000 | |||||
Cash transferred | $ 120,000 | |||||
Business acquisition common stock issued (in shares) | 1.9 | |||||
Total stock-based compensation expense | 800 | |||||
Contingent consideration | $ 7,000 | $ 3,200 | ||||
Change in fair value of contingent consideration | $ (3,800) | |||||
Estimated useful life | 12 years | |||||
Goodwill | $ 135,000 | |||||
Genosity | RSUs | ||||||
Business Acquisition [Line Items] | ||||||
Value of units granted | $ 5,000 |
Business combinations - Ciitize
Business combinations - Ciitizen (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||
Change in fair value of contingent consideration | $ (1,200) | $ (386,646) | $ 54,544 | $ 107 | |
Total stock-based compensation expense | 180,075 | 158,747 | $ 75,948 | ||
Goodwill | 2,283,059 | $ 1,863,623 | |||
Ciitizen | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest acquired | 100.00% | ||||
Business combination, total purchase consideration | $ 308,300 | ||||
Cash transferred | $ 87,361 | ||||
Business acquisition common stock issued (in shares) | 6.3 | ||||
Contingent consideration | 12,100 | ||||
Change in fair value of contingent consideration | 10,600 | ||||
Total stock-based compensation expense | $ 24,400 | ||||
Estimated useful life | 12 years | ||||
Goodwill | $ 222,170 | ||||
Ciitizen | RSUs | |||||
Business Acquisition [Line Items] | |||||
Value of units granted | 246,900 | ||||
Ciitizen | Indemnification obligations | |||||
Business Acquisition [Line Items] | |||||
Cash transferred | $ 10,400 | ||||
Business acquisition common stock issued (in shares) | 0.8 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Summary of goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 1,863,623 | $ 1,863,623 |
Goodwill adjustment | $ (1,200) | (1,176) |
Goodwill acquired | 420,612 | |
Goodwill, ending balance | $ 2,283,059 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (99,240) | |
Net, finite-lived intangible assets | 645,606 | |
Cost | 1,287,234 | |
Net | $ 1,187,994 | $ 981,845 |
Weighted-Average Useful Life (in Years) | 10 years 4 months 24 days | |
Weighted-Average Estimated Remaining Useful Life (in Years) | 9 years 2 months 12 days | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite-lived intangible assets | $ 41,515 | |
Accumulated Amortization | (13,096) | |
Net, finite-lived intangible assets | $ 28,419 | |
Weighted-Average Useful Life (in Years) | 10 years 9 months 18 days | |
Weighted-Average Estimated Remaining Useful Life (in Years) | 7 years 9 months 18 days | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite-lived intangible assets | $ 662,106 | |
Accumulated Amortization | (81,902) | |
Net, finite-lived intangible assets | $ 580,204 | |
Weighted-Average Useful Life (in Years) | 10 years 2 months 12 days | |
Weighted-Average Estimated Remaining Useful Life (in Years) | 9 years 1 month 6 days | |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite-lived intangible assets | $ 286 | |
Accumulated Amortization | (286) | |
Net, finite-lived intangible assets | $ 0 | |
Weighted-Average Useful Life (in Years) | 0 years | |
Weighted-Average Estimated Remaining Useful Life (in Years) | 0 years | |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite-lived intangible assets | $ 21,085 | |
Accumulated Amortization | (2,207) | |
Net, finite-lived intangible assets | $ 18,878 | |
Weighted-Average Useful Life (in Years) | 12 years | |
Weighted-Average Estimated Remaining Useful Life (in Years) | 10 years 9 months 18 days | |
Patent licensing agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite-lived intangible assets | $ 495 | |
Accumulated Amortization | (136) | |
Net, finite-lived intangible assets | $ 359 | |
Weighted-Average Useful Life (in Years) | 15 years | |
Weighted-Average Estimated Remaining Useful Life (in Years) | 10 years 10 months 24 days | |
Right to develop new technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, finite-lived intangible assets | $ 19,359 | |
Accumulated Amortization | (1,613) | |
Net, finite-lived intangible assets | $ 17,746 | |
Weighted-Average Useful Life (in Years) | 15 years | |
Weighted-Average Estimated Remaining Useful Life (in Years) | 13 years 9 months 18 days | |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
In-process research and development | $ 542,388 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 58,800 | $ 26,600 | $ 7,700 | |||
Stratify Genomics Inc. | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Percentage of voting interests acquired | 100.00% | 100.00% | ||||
Consideration transferred | $ 29,000 | |||||
Equity interest issued or issuable, number of shares | 1 | |||||
Consideration transferred, liabilities incurred | $ 4,200 | |||||
Payments to acquire productive assets | 8,000 | |||||
Deferred tax liabilities, other finite-lived assets | 8,700 | $ 8,700 | ||||
Recognized identifiable assets acquired and liabilities assumed, cash and equivalents | 200 | $ 200 | ||||
Shares of common stock subject to outstanding RSUs | Stock incentive plans | First anniversary | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Vesting rate upon anniversaries | 50.00% | |||||
Shares of common stock subject to outstanding RSUs | Stock incentive plans | Second anniversary | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Vesting rate upon anniversaries | 50.00% | |||||
Medneon LLC | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Payments to acquire productive assets | $ 12,900 | |||||
Percentage of interest acquired | 100.00% | |||||
Business combination, total purchase consideration | $ 34,100 | |||||
Business combination, equity interest issued, (in shares) | 0.4 | |||||
Business combination, liabilities incurred | $ 4,900 | |||||
Cash | 200 | |||||
Developed technology | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 2,900 | |||||
Estimated useful life | 8 years | |||||
Developed technology | Stratify Genomics Inc. | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 37,500 | |||||
Estimated useful life | 8 years | |||||
Developed technology | Medneon LLC | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 33,900 | |||||
Estimated useful life | 8 years |
Goodwill and intangible asset_5
Goodwill and intangible assets - Summary of estimated future amortization expense of intangible assets with finite lives (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 73,706 |
2023 | 72,693 |
2024 | 72,414 |
2025 | 70,661 |
2026 | 70,627 |
Thereafter | 285,505 |
Net, finite-lived intangible assets | $ 645,606 |
Balance sheet components - Sche
Balance sheet components - Schedule of inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Offsetting [Abstract] | ||
Raw materials | $ 27,178 | $ 21,324 |
Work in progress | 5,342 | 8,847 |
Finished goods | 996 | 1,859 |
Total inventory | $ 33,516 | $ 32,030 |
Balance sheet components - Prop
Balance sheet components - Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and equipment | |||
Property and equipment, gross | $ 163,022 | $ 97,449 | |
Accumulated depreciation and amortization | (48,308) | (31,347) | |
Total property and equipment, net | 114,714 | 66,102 | |
Depreciation | 18,100 | 10,500 | $ 7,100 |
Leasehold improvements | |||
Property and equipment | |||
Property and equipment, gross | 31,159 | 26,516 | |
Laboratory equipment | |||
Property and equipment | |||
Property and equipment, gross | 61,317 | 45,342 | |
Computer equipment | |||
Property and equipment | |||
Property and equipment, gross | 15,452 | 10,939 | |
Furniture and fixtures | |||
Property and equipment | |||
Property and equipment, gross | 2,130 | 1,967 | |
Construction-in-progress | |||
Property and equipment | |||
Property and equipment, gross | 52,039 | 12,061 | |
Other | |||
Property and equipment | |||
Property and equipment, gross | $ 925 | $ 624 |
Balance sheet components - Accr
Balance sheet components - Accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related expenses | $ 35,877 | $ 25,221 |
Accrued expenses | 32,136 | 14,933 |
Compensation and other liabilities associated with business combinations | 11,622 | 25,600 |
Deferred revenue | 9,431 | 6,378 |
Accrued interest | 6,646 | 2,333 |
Other accrued liabilities | 10,741 | 11,593 |
Accrued liabilities | $ 106,453 | $ 86,058 |
Balance sheet components - Othe
Balance sheet components - Other long-term liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Compensation and other liabilities associated with business combinations, non-current | $ 27,919 | $ 825,976 |
Deferred revenue, non-current | 663 | 1,380 |
Other | 9,215 | 13,900 |
Total other long-term liabilities | $ 37,797 | $ 841,256 |
Fair value measurements - Finan
Fair value measurements - Financial instruments at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 1,036,118 | $ 312,294 |
Gross Unrealized Gains | 0 | 16 |
Gross Unrealized Losses | (7) | (15) |
Financial assets | 1,036,111 | 312,295 |
Total financial liabilities | 835,876 | |
Cash equivalents | 903,715 | 76,423 |
Restricted cash | 10,275 | 6,686 |
Marketable securities | 122,121 | 229,186 |
Accrued liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 10,592 | |
Other long-term liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 22,800 | 825,284 |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 1,036,111 | 312,295 |
Total financial liabilities | 22,800 | 835,876 |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 1,025,171 | 247,995 |
Total financial liabilities | 0 | 0 |
Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 10,940 | 64,300 |
Total financial liabilities | 0 | 0 |
Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | 0 |
Total financial liabilities | 22,800 | 835,876 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 913,990 | 83,109 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Money market funds | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 913,990 | 83,109 |
Money market funds | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 913,990 | 83,109 |
Money market funds | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Money market funds | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
U.S. Treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 111,187 | 164,894 |
Gross Unrealized Gains | 0 | 7 |
Gross Unrealized Losses | (6) | (15) |
U.S. Treasury notes | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 111,181 | 164,886 |
U.S. Treasury notes | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 111,181 | 164,886 |
U.S. Treasury notes | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
U.S. Treasury notes | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 10,941 | 64,291 |
Gross Unrealized Gains | 0 | 9 |
Gross Unrealized Losses | (1) | 0 |
U.S. government agency securities | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 10,940 | 64,300 |
U.S. government agency securities | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
U.S. government agency securities | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 10,940 | 64,300 |
U.S. government agency securities | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Stock payable liability | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 20,925 | 39,237 |
Stock payable liability | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | 0 |
Stock payable liability | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | 0 |
Stock payable liability | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 20,925 | 39,237 |
Contingent consideration | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 1,875 | 796,639 |
Contingent consideration | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | 0 |
Contingent consideration | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | 0 |
Contingent consideration | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | $ 1,875 | $ 796,639 |
Fair value measurements - Narra
Fair value measurements - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Transfers of assets and liabilities between Level 1, Level 2 and Level 3 | $ 0 | $ 0 |
Total fair value of investments with unrealized losses | 122,100,000 | |
Investments, interest income | 6,900,000 | $ 4,000,000 |
Change in fair value, expense | $ 25,200,000 | |
Minimum | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Maturities period of available-for-sale securities | 0 months | |
Maximum | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Maturities period of available-for-sale securities | 3 months |
Commitments and contingencies -
Commitments and contingencies - Lease additional information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2016 |
Operating Leased Assets [Line Items] | ||
Finance lease, term of contract | 3 years | |
New Leases | Office Facility In San Francisco | ||
Operating Leased Assets [Line Items] | ||
Operating lease, renewal term | 10 years | |
Operating lease, term of contract | 10 years | |
Security deposit | $ 4.6 |
Commitments and contingencies_2
Commitments and contingencies - Supplemental information regarding our operating and finance leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted-average remaining lease term: | |||
Operating leases | 9 years | 5 years 4 months 24 days | |
Finance leases | 2 years 4 months 24 days | 2 years 7 months 6 days | |
Weighted-average discount rate: | |||
Operating leases | 7.00% | 10.60% | |
Finance leases | 7.20% | 4.80% | |
Cash payments included in the measurement of lease liabilities (in millions): | |||
Operating leases | $ 18,300 | $ 11,600 | |
Finance leases | 2,900 | 2,000 | |
Lease Cost | |||
Operating lease costs | 21,151 | 11,329 | $ 10,329 |
Sublease income | 0 | 0 | (173) |
Amortization of right-of-use assets | 3,488 | 2,084 | 1,546 |
Finance lease costs: | 496 | 0 | 0 |
Total lease costs | $ 25,135 | $ 13,413 | $ 11,702 |
Commitments and contingencies_3
Commitments and contingencies - Schedule of future payments under operating and finance leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases | ||
2022 | $ 18,470 | |
2023 | 23,108 | |
2024 | 28,000 | |
2025 | 26,647 | |
2026 | 24,031 | |
Thereafter | 80,464 | |
Future non-cancelable minimum lease payments | 200,720 | |
Less: interest | (63,992) | |
Total lease liabilities | 136,728 | |
Less: current portion | (12,359) | $ (8,789) |
Lease obligations, net of current portion | 124,369 | 48,357 |
Finance leases | ||
2022 | 4,719 | |
2023 | 4,133 | |
2024 | 1,758 | |
2025 | 177 | |
2026 | 0 | |
Thereafter | 0 | |
Future non-cancelable minimum lease payments | 10,787 | |
Less: interest | (948) | |
Total lease liabilities | 9,839 | |
Less: current portion | (4,156) | (1,695) |
Lease obligations, net of current portion | $ 5,683 | $ 3,123 |
Commitments and contingencies_4
Commitments and contingencies - Debt financing (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2020 | Sep. 30, 2019 | Nov. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Long-term Purchase Commitment [Line Items] | ||||||
Debt extinguishment costs | $ 0 | $ 0 | $ 10,638,000 | |||
Warrant | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Number of shares issued in transaction | 0.7 | |||||
Debt financing contingency | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Warrants issued (in shares) | 1 | |||||
Exercise price (in dollars per share) | $ 16.85 | |||||
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 | |||||
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 | |||||
Loan and Security Agreement | Secured Debt | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Interest expense | 23,700,000 | 7,400,000 | $ 5,700,000 | |||
2020 Term Loan | Secured Debt | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Aggregate principal amount | $ 135,000,000 | |||||
Days prior to convertible debt extended maturity date | 90 days | |||||
Debt discounts and issuance costs | $ 32,800,000 | |||||
2020 Term Loan | Secured Debt | Prior to third anniversary of closing date | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Prepayment fee | 6.00% | |||||
2020 Term Loan | Secured Debt | After the third anniversary of closing date | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Prepayment fee | 4.00% | |||||
2020 Term Loan | Secured Debt | LIBOR | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Floor rate | 2.00% | |||||
Basis spread on variable rate | 8.75% | |||||
Convertible Senior Notes Due 2024 | Convertible debt | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Aggregate principal amount | $ 350,000,000 | |||||
Percent of debt extended | 80.00% | |||||
Interest expense | $ 24,900,000 | $ 22,000,000 |
Commitments and contingencies_5
Commitments and contingencies - Convertible senior notes (Details) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021USD ($)tradingDay$ / shares | Sep. 30, 2019USD ($)tradingDay$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ | $ 5,300,000 | $ 1,900,000 | ||
Convertible Senior Notes Due 2024 | Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ | $ 350,000,000 | |||
Stated interest rate | 2.00% | |||
Conversion ratio | 0.0336293 | |||
Conversion price (in dollars per share) | $ / shares | $ 29.74 | |||
Redemption price percentage | 100.00% | |||
Number of threshold trading days | tradingDay | 20 | |||
Number of consecutive trading days | tradingDay | 30 | |||
Threshold percentage of stock price trigger | 130.00% | |||
Threshold trading days immediately after five consecutive trading days | tradingDay | 5 | |||
Maximum threshold percentage of stock price trigger | 98.00% | |||
Threshold trading days | tradingDay | 30 | |||
Interest expense | $ | 24,900,000 | $ 22,000,000 | ||
Convertible Senior Notes Due 2028 | Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ | $ 1,150,000,000 | |||
Stated interest rate | 1.50% | |||
Conversion ratio | 0.0231589 | |||
Conversion price (in dollars per share) | $ / shares | $ 43.18 | |||
Redemption price percentage | 100.00% | |||
Number of threshold trading days | tradingDay | 20 | |||
Number of consecutive trading days | tradingDay | 30 | |||
Threshold percentage of stock price trigger | 150.00% | |||
Percent of par value | 99.00% | |||
Level 2 | ||||
Debt Instrument [Line Items] | ||||
Fair value | $ | 325,600,000 | |||
Level 2 | Convertible Senior Notes Due 2028 | ||||
Debt Instrument [Line Items] | ||||
Fair value | $ | $ 1,200,000,000 |
Commitments and contingencies_6
Commitments and contingencies - Components of debt (Details) - Convertible debt - Convertible senior notes - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Outstanding principal | $ 1,499,996 | $ 350,000 |
Unamortized debt discount and issuance costs | (35,858) | (66,276) |
Net carrying amount, liability component | $ 1,464,138 | $ 283,724 |
Commitments and contingencies_7
Commitments and contingencies - Other commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Other Commitments [Line Items] | |
Future non-cancelable minimum operating lease payments | $ 200,720 |
Service agreements and laboratory supplies | |
Other Commitments [Line Items] | |
2022 | 25,893 |
2023 | 21,904 |
2024 | 7,367 |
2025 | 614 |
2026 | 0 |
Thereafter | 0 |
Total | $ 55,778 |
Commitments and contingencies_8
Commitments and contingencies - Contingencies (Details) $ in Millions | Aug. 27, 2021USD ($) |
Positive outcome of litigation | |
Gain Contingencies [Line Items] | |
Amount awarded from other party | $ 4.7 |
Stockholders' equity - Schedule
Stockholders' equity - Schedule of convertible preferred and common stock (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred Stock | |||
Increase (Decrease) in Stockholders' Deficit | |||
Shares outstanding, beginning of period | 125 | 125 | 3,459 |
Common stock issued upon conversion of preferred stock (in shares) | 125 | 0 | 3,334 |
Shares outstanding, end of period | 0 | 125 | 125 |
Common stock | |||
Increase (Decrease) in Stockholders' Deficit | |||
Shares outstanding, beginning of period | 185,886 | 98,796 | 75,481 |
Common stock issued upon conversion of preferred stock (in shares) | 125 | 0 | 3,334 |
Common stock issued in private placement (in shares) | 0 | 16,320 | 0 |
Common stock issued in connection with initial public offering, net of offering costs (in shares) | 8,932 | 24,005 | 11,136 |
Options exercised (in shares) | 2,068 | 2,659 | 468 |
Common stock issued pursuant to vesting of restricted stock units (in shares) | 4,325 | 5,304 | 2,683 |
Common stock issued pursuant to exercises of warrants (in shares) | 208 | 968 | 31 |
Common stock issued pursuant to employee stock purchase plan (in shares) | 654 | 671 | 455 |
Common stock issued pursuant to acquisitions (in shares) | 25,918 | 37,163 | 5,208 |
Shares outstanding, end of period | 228,116 | 185,886 | 98,796 |
Stockholders' equity - Narrativ
Stockholders' equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | 36 Months Ended | ||||||||
May 30, 2021USD ($) | Jan. 31, 2021USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / shares | Apr. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Aug. 31, 2018USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 31, 2017$ / shares | |
Class of Stock [Line Items] | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, outstanding (in shares) | shares | 0 | 125,000 | 125,000 | ||||||||
Proceeds from issuance of common stock | $ 23,767 | $ 284,203 | $ 9,470 | ||||||||
Convertible Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, conversion ratio | 1 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 0.001 | ||||||||||
Common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued upon conversion of preferred stock (in shares) | shares | 125,000 | 0 | 3,334,000 | ||||||||
Conversion of stock, shares issued (in shares) | shares | 124,913 | ||||||||||
Common stock issued during period (in shares) | shares | 8,932,000 | 24,005,000 | 11,136,000 | ||||||||
Common stock issued in connection with public offering, net | $ 4 | $ 9 | $ 2 | ||||||||
Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued upon conversion of preferred stock (in shares) | shares | 125,000 | 0 | 3,334,000 | ||||||||
Preferred Stock | Convertible Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued upon conversion of preferred stock (in shares) | shares | 124,913 | ||||||||||
Underwritten public offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 460,000 | $ 184,000 | |||||||||
Net proceeds from issuance of underwritten public offering | $ 434,300 | $ 173,000 | |||||||||
Underwritten public offering | Common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued in transaction | shares | 8,900,000 | 20,400,000 | |||||||||
Shares issued price per share (in dollars per share) | $ / shares | $ 51.50 | $ 9 | |||||||||
Private placement | Common stock | ArcherDX, Inc. | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued price per share (in dollars per share) | $ / shares | $ 16.85 | ||||||||||
Common stock issued in connection with public offering, net | $ 275,000 | ||||||||||
Net proceeds upon closing of private placement | $ 263,700 | ||||||||||
2018 Sales Agreement | Cowen and Company, LLC | |||||||||||
Class of Stock [Line Items] | |||||||||||
Percentage of commission payable on gross proceeds | 3.00% | 3.00% | |||||||||
2018 Sales Agreement | Cowen and Company, LLC | Common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 175,000 | ||||||||||
Common stock issued during period (in shares) | shares | 8,700,000 | ||||||||||
Net proceeds from issuance of common stock | $ 169,100 | ||||||||||
Maximum | 2018 Sales Agreement | Cowen and Company, LLC | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 400,000 | $ 175,000 | $ 75,000 |
Stock incentive plans - Additio
Stock incentive plans - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2020 | Oct. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jan. 31, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock incentive plan | ||||||||
Stock-based compensation expense (income) | $ 180,075 | $ 158,747 | $ 75,948 | |||||
Unrecognized stock-based compensation | 5,800 | |||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 327,400 | |||||||
RSUs | ||||||||
Stock incentive plan | ||||||||
Vested stock units awarded (in shares) | 4,473 | |||||||
RSUs granted (in shares) | 6,468 | |||||||
Weighted-average grant date fair value (in dollars per share) | $ 30.01 | |||||||
PRSUs | ||||||||
Stock incentive plan | ||||||||
RSUs granted (in shares) | 209 | |||||||
Weighted-average grant date fair value (in dollars per share) | $ 34.75 | |||||||
Shares of common stock subject to outstanding options | ||||||||
Stock incentive plan | ||||||||
Expected period to recognize on a straight-line basis | 2 years 3 months 18 days | |||||||
Employee Stock | ||||||||
Stock incentive plan | ||||||||
Purchase period | 6 months | |||||||
RSUs and PRSUs | ||||||||
Stock incentive plan | ||||||||
Expected period to recognize on a straight-line basis | 2 years | |||||||
Stock incentive plans | ||||||||
Stock incentive plan | ||||||||
Vesting period | 4 years | |||||||
Stock incentive plans | RSUs | ||||||||
Stock incentive plan | ||||||||
Vesting period | 3 years | |||||||
Stock incentive plans | Shares of common stock subject to outstanding options | ||||||||
Stock incentive plan | ||||||||
Weighted-average grant date fair value (in dollars per share) | $ 22.46 | $ 10.10 | $ 14.52 | |||||
Total grant date fair value of options to purchase common stock vested | $ 2,400 | $ 2,800 | $ 4,300 | |||||
Exercised, aggregate intrinsic value | $ 55,000 | $ 104,400 | $ 6,300 | |||||
Vesting rate upon anniversaries | 25.00% | |||||||
Monthly vesting percentage | 2.08% | |||||||
Stock incentive plans | RSUs and PRSUs | ||||||||
Stock incentive plan | ||||||||
RSUs granted (in shares) | 15,322 | |||||||
2019 Incentive Compensation Plan | PRSUs | ||||||||
Stock incentive plan | ||||||||
Vesting period | 1 year | |||||||
Vested stock units awarded (in shares) | 800 | |||||||
RSUs granted (in shares) | 300 | |||||||
Value of units granted | $ 4,200 | |||||||
Common stock reserved for future issuance (in shares) | 300 | |||||||
Stock-based compensation expense (income) | $ 2,700 | |||||||
2015 Employee Stock Purchase Plan | ||||||||
Stock incentive plan | ||||||||
Common stock reserved for future issuance (in shares) | 2,100 | |||||||
Weighted-average grant date fair value (in dollars per share) | $ 8.10 | $ 10.98 | $ 6.05 | |||||
Purchase price, percent of fair market value of common stock | 85.00% | |||||||
Proceeds from stock plans | $ 3,000 | |||||||
Management Incentive Plan | RSUs | ||||||||
Stock incentive plan | ||||||||
Vesting period | 2 years | |||||||
Minimum | 2010 Plan | ||||||||
Stock incentive plan | ||||||||
Employees holding voting rights of all classes of stock (as a percent) | 10.00% | |||||||
Exercise price of options on common stock (as a percent) | 110.00% | |||||||
Maximum | 2010 Plan | ||||||||
Stock incentive plan | ||||||||
Term of options granted | 10 years | |||||||
Singular Bio | Stock incentive plans | RSUs | ||||||||
Stock incentive plan | ||||||||
Value of units granted | $ 90,000 | |||||||
Singular Bio | Stock incentive plans | PRSUs | ||||||||
Stock incentive plan | ||||||||
Vesting period | 18 months | |||||||
Value of units granted | $ 45,000 | |||||||
Stock-based compensation expense (income) | $ 1,200 | $ 19,400 | ||||||
ArcherDX, Inc. | Stock incentive plans | RSUs | ||||||||
Stock incentive plan | ||||||||
Vesting period | 2 years | |||||||
ArcherDX, Inc. | Stock incentive plans | Shares of common stock subject to outstanding options | ||||||||
Stock incentive plan | ||||||||
Number of options vested (in shares) | 3,700 |
Stock incentive plans - Schedul
Stock incentive plans - Schedule of activity under stock incentive plans (Details) - Stock incentive plans - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Stock Option | ||
Activity under the plan | ||
Shares available for grant, beginning balance (in shares) | 7,447 | |
Stock options outstanding, beginning balance (in shares) | 4,877 | |
Additional shares reserved (in shares) | 17,138 | |
Options granted (in shares) | 267 | |
Option cancelled (in shares) | (42) | |
Options exercised (in shares) | (2,068) | |
Shares available for grant, ending balance (in shares) | 10,242 | 7,447 |
Stock options outstanding, ending balance (in shares) | 3,034 | 4,877 |
Exercisable (in shares) | 2,598 | |
Number of options (in shares) | 3,009 | |
Weighted-Average Exercise Price Per Share | ||
Balance at the beginning of the period (in dollars per share) | $ 7.75 | |
Options granted (in dollars per share) | 32.25 | |
Options cancelled (in dollars per share) | 25.24 | |
Options exercised (in dollars per share) | 4.34 | |
Balance at the end of the period (in dollars per share) | 11.98 | $ 7.75 |
Exercisable, weighted-average exercise price (in dollars per share) | 9.75 | |
Weighted-average exercise price (in dollars per share) | $ 11.93 | |
Additional information | ||
Weighted-average remaining contractual life | 5 years 6 months | 6 years 9 months 18 days |
Exercisable, weighted-average remaining contractual life | 4 years 10 months 24 days | |
Weighted-average remaining contractual life | 5 years 4 months 24 days | |
Aggregate intrinsic value | $ 16,431 | $ 166,130 |
Exercisable, aggregate intrinsic value | 15,989 | |
Aggregate intrinsic value | $ 16,401 | |
RSUs and PRSUs | ||
Activity under the plan | ||
Units granted (in shares) | (15,322) | |
Units cancelled (in shares) | 1,204 |
Stock incentive plans - Summary
Stock incentive plans - Summary of RSU activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
RSUs | |
Number of Shares | |
Balance at the beginning of the period (in shares) | shares | 6,602 |
Granted (in shares) | shares | 6,468 |
Vested (in shares) | shares | (4,473) |
Cancelled (in shares) | shares | (1,204) |
Balance at the end of the period (in shares) | shares | 16,247 |
Weighted-Average Grant Date Fair Value Per Share | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 12.89 |
Granted (in dollars per share) | $ / shares | 30.01 |
Vested (in dollars per share) | $ / shares | 22.16 |
Canceled (in dollars per share) | $ / shares | 26.11 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 26.21 |
Time-based RSUs and PRSUs | |
Number of Shares | |
Granted and adjustments (in shares) | shares | 8,645 |
Weighted-Average Grant Date Fair Value Per Share | |
Granted (in dollars per share) | $ / shares | $ 31.23 |
PRSUs | |
Number of Shares | |
Granted (in shares) | shares | 209 |
Weighted-Average Grant Date Fair Value Per Share | |
Granted (in dollars per share) | $ / shares | $ 34.75 |
Stock incentive plans - Sched_2
Stock incentive plans - Schedule of assumptions used in determination of fair value of options (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Stock Option | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Expected term (in years) | 6 years | 6 years | 6 years |
Expected volatility | 73.50% | 71.00% | 64.20% |
Risk-free interest rate | 1.10% | 0.50% | 2.60% |
2015 Employee Stock Purchase Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Expected term (in years) | 6 months | 6 months | 6 months |
Expected volatility | 66.10% | 105.70% | 66.30% |
Risk-free interest rate | 0.00% | 0.10% | 2.00% |
Stock incentive plans - Stock-b
Stock incentive plans - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based compensation | |||
Total stock-based compensation expense | $ 180,075 | $ 158,747 | $ 75,948 |
Cost of revenue | |||
Stock-based compensation | |||
Total stock-based compensation expense | 12,033 | 8,713 | 4,563 |
Research and development | |||
Stock-based compensation | |||
Total stock-based compensation expense | 92,407 | 91,762 | 52,450 |
Selling and marketing | |||
Stock-based compensation | |||
Total stock-based compensation expense | 15,641 | 14,418 | 7,641 |
General and administrative | |||
Stock-based compensation | |||
Total stock-based compensation expense | $ 59,994 | $ 43,854 | $ 11,294 |
Income taxes - Schedule of comp
Income taxes - Schedule of components of loss before income taxes by U.S. and foreign jurisdictions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 414,657 | $ 712,409 | $ 260,531 |
Foreign | 1,206 | 1,861 | (116) |
Total | $ 415,863 | $ 714,270 | $ 260,415 |
Income taxes - Schedule of co_2
Income taxes - Schedule of components of the provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Foreign | $ 2,069 | $ 171 | $ 85 |
Total current benefit for income taxes | 2,069 | 171 | 85 |
Deferred: | |||
Federal | (28,348) | (94,279) | (16,011) |
State | (8,809) | (17,730) | (2,524) |
Foreign | (1,769) | (262) | 0 |
Total deferred benefit for income taxes | (38,926) | (112,271) | (18,535) |
Total income tax benefit | $ (36,857) | $ (112,100) | $ (18,450) |
Income taxes - Schedule of reco
Income taxes - Schedule of reconciliation of the tax expense computed at the statutory federal rate and Company's tax expense (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of the tax expense computed at the statutory federal rate and Company's tax expense | |||
U.S. federal taxes at statutory rate | 21.00% | 21.00% | 21.00% |
State taxes (net of federal benefit) | 7.30% | 3.40% | 3.70% |
Stock-based compensation | (1.20%) | (1.60%) | 1.30% |
Research and development credits | 3.80% | 1.10% | 0.00% |
Non-deductible expenses | (0.90%) | (0.70%) | (1.60%) |
Foreign tax differential | (0.10%) | 0.00% | 0.00% |
Acquisition contingent liabilities | 18.50% | (0.80%) | 0.00% |
Change in valuation allowance | (39.50%) | (6.70%) | (17.30%) |
Total | 8.90% | 15.70% | 7.10% |
Income taxes - Schedule of net
Income taxes - Schedule of net deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 530,663 | $ 337,866 |
Tax credits | 36,188 | 19,969 |
Revenue recognition differences | 2,560 | 9,099 |
Leasing liabilities | 34,403 | 14,274 |
Accruals and other | 36,689 | 37,677 |
Gross deferred tax assets | 640,503 | 418,885 |
Valuation allowance | (386,950) | (209,308) |
Total deferred tax assets | 253,553 | 209,577 |
Deferred tax liabilities: | ||
Amortization and depreciation | (271,517) | (233,150) |
Convertible Senior Notes | 0 | (14,658) |
Leasing Assets | (33,732) | (13,307) |
Total deferred tax liabilities | (305,249) | (261,115) |
Net deferred tax liabilities | $ (51,696) | $ (51,538) |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | |||||
Tax Cuts and Jobs Act, deferred tax asset, income tax expense | $ 48,800 | ||||
Valuation allowance available to reduce intangible assets | $ 37,200 | ||||
Increase in valuation allowance | 177,600 | $ 64,000 | $ 23,400 | ||
Unrecognized tax benefits | 46,669 | $ 21,965 | $ 26,985 | $ 16,375 | |
Unrecognized tax benefits that would impact effective tax rate | 1,900 | ||||
Federal | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | $ 2,200,000 | ||||
Number of tax years open for examination | 3 years | ||||
Federal | Research and development | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforwards | $ 58,300 | ||||
State | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | $ 1,300,000 | ||||
Number of tax years open for examination | 4 years | ||||
State | Research and development | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforwards | $ 25,200 | ||||
Begins to expire 2030 | Federal | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | 284,900 | ||||
No expiration date | Federal | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | $ 1,900,000 |
Income taxes - Schedule of re_2
Income taxes - Schedule of reconciliation of unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, beginning of period | $ 21,965 | $ 26,985 | $ 16,375 |
Gross increases—current period tax positions | 18,165 | 8,368 | 10,311 |
Gross increases—prior period tax positions | 6,539 | 53 | 299 |
Gross decreases—prior period tax positions | 0 | (13,441) | 0 |
Unrecognized tax benefits, end of period | $ 46,669 | $ 21,965 | $ 26,985 |
Net loss per share - Schedule o
Net loss per share - Schedule of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss | $ (205,124) | $ (198,176) | $ 133,786 | $ (109,492) | $ (234,338) | $ (102,902) | $ (166,403) | $ (98,527) | $ (379,006) | $ (602,170) | $ (241,965) |
Shares used in computing net loss per share, basic (in shares) | 210,946,000 | 134,587,000 | 90,859,000 | ||||||||
Shares used in computing net loss per share, diluted (in shares) | 210,946,000 | 134,587,000 | 90,859,000 | ||||||||
Net loss per share, basic (in dollars per share) | $ (1.80) | $ (4.47) | $ (2.66) | ||||||||
Net loss per share, diluted (in dollars per share) | $ (1.80) | $ (4.47) | $ (2.66) |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 52,902 | 23,321 | 15,960 |
Shares of common stock subject to outstanding options | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,069 | 6,878 | 3,662 |
Shares of common stock subject to outstanding warrants | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 29 | 405 | 592 |
Shares of common stock subject to outstanding RSUs | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,146 | 5,590 | 5,293 |
Shares of common stock subject to outstanding PRSUs | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 737 | 1,658 | 1,860 |
Shares of common stock pursuant to ESPP | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 425 | 294 | 239 |
Shares of common stock underlying Series A convertible preferred stock | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 93 | 125 | 702 |
Shares of common stock subject to Convertible Senior Notes conversion | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 38,403 | 8,371 | 3,612 |
Geographic information (Details
Geographic information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Geographic information | |||||||||||
Total revenue | $ 126,121 | $ 114,395 | $ 116,312 | $ 103,621 | $ 100,431 | $ 68,728 | $ 46,191 | $ 64,248 | $ 460,449 | $ 279,598 | $ 216,824 |
United States | |||||||||||
Geographic information | |||||||||||
Total revenue | 404,013 | 255,680 | 202,550 | ||||||||
Canada | |||||||||||
Geographic information | |||||||||||
Total revenue | 7,553 | 4,529 | 4,356 | ||||||||
Rest of world | |||||||||||
Geographic information | |||||||||||
Total revenue | $ 48,883 | $ 19,389 | $ 9,918 |
Selected quarterly data (unau_3
Selected quarterly data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 126,121 | $ 114,395 | $ 116,312 | $ 103,621 | $ 100,431 | $ 68,728 | $ 46,191 | $ 64,248 | $ 460,449 | $ 279,598 | $ 216,824 |
Cost of revenue | 96,106 | 87,741 | 89,331 | 75,491 | 68,258 | 46,643 | 42,952 | 40,422 | 348,669 | 198,275 | 118,103 |
(Loss) income from operations | (214,574) | (193,312) | 128,609 | (112,364) | (331,483) | (80,823) | (142,082) | (97,784) | (391,641) | (652,172) | (244,112) |
Net loss | $ (205,124) | $ (198,176) | $ 133,786 | $ (109,492) | $ (234,338) | $ (102,902) | $ (166,403) | $ (98,527) | $ (379,006) | $ (602,170) | $ (241,965) |
Net loss per share, basic (in dollars per share) | $ (0.90) | $ (0.91) | $ 0.66 | $ (0.56) | $ (1.30) | $ (0.78) | $ (1.29) | $ (0.99) | $ (1.80) | $ (4.47) | $ (2.66) |
Net loss per share, diluted (in dollars per share) | $ (0.90) | $ (0.91) | $ 0.53 | $ (0.56) | $ (1.30) | $ (0.78) | $ (1.29) | $ (0.99) | $ (1.80) | $ (4.47) | $ (2.66) |
Uncategorized Items - nvta-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |