Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 02, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Invitae Corp | ||
Entity Central Index Key | 1,501,134 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Trading Symbol | NVTA | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 53,705,786 | ||
Entity Public Float | $ 252 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 12,053 | $ 66,825 |
Marketable securities | 52,607 | 25,798 |
Accounts receivable | 10,422 | 1,153 |
Prepaid expenses and other current assets | 11,599 | 8,024 |
Total current assets | 86,681 | 101,800 |
Property and equipment, net | 30,341 | 23,793 |
Restricted cash | 5,406 | 4,697 |
Marketable securities, non-current | 5,983 | |
Intangible assets, net | 35,516 | |
Goodwill | 46,575 | |
Other assets | 576 | 361 |
Total assets | 211,078 | 130,651 |
Current liabilities: | ||
Accounts payable | 8,606 | 3,352 |
Accrued liabilities | 22,742 | 6,711 |
Capital lease obligation, current portion | 2,039 | 1,309 |
Debt, current portion | 3,381 | |
Total current liabilities | 33,387 | 14,753 |
Capital lease obligation, net of current portion | 3,373 | 266 |
Debt, net of current portion | 39,084 | 8,721 |
Other long-term liabilities | 13,440 | 7,837 |
Total liabilities | 89,284 | 31,577 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value: Authorized: 20,000,000 shares; Issued and outstanding: 3,458,823 and 0 shares as of December 31, 2017 and December 31, 2016, respectively | ||
Common stock, $0.0001 par value: Authorized: 400,000,000 shares; Issued and outstanding: 53,595,914 and 41,143,513 shares as of December 31, 2017 and December 31, 2016, respectively | 5 | 4 |
Accumulated other comprehensive loss | (171) | |
Additional paid-in capital | 520,558 | 374,288 |
Accumulated deficit | (398,598) | (275,218) |
Total stockholders’ equity | 121,794 | 99,074 |
Total liabilities and stockholders’ equity | $ 211,078 | $ 130,651 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized shares | 20,000,000 | 20,000,000 |
Preferred stock, issued shares | 3,458,823 | 0 |
Preferred stock, outstanding shares | 3,458,823 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 53,595,914 | 41,143,513 |
Common stock, shares outstanding | 53,595,914 | 41,143,513 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||
Test revenue | $ 65,169,000 | $ 24,840,000 | $ 8,378,000 |
Other revenue | 3,052,000 | 208,000 | |
Total revenue | 68,221,000 | 25,048,000 | 8,378,000 |
Costs and operating expenses: | |||
Cost of test revenue | 50,142,000 | 27,878,000 | 16,523,000 |
Research and development | 46,469,000 | 44,630,000 | 42,806,000 |
Selling and marketing | 53,417,000 | 28,638,000 | 22,479,000 |
General and administrative | 39,472,000 | 24,085,000 | 16,047,000 |
Total costs and operating expenses | 189,500,000 | 125,231,000 | 97,855,000 |
Loss from operations | (121,279,000) | (100,183,000) | (89,477,000) |
Other income (expense), net | (303,000) | 348,000 | (94,000) |
Interest expense | (3,654,000) | (421,000) | (211,000) |
Net loss before taxes | (125,236,000) | (100,256,000) | (89,782,000) |
Income tax benefit | (1,856,000) | 0 | 0 |
Net loss | $ (123,380,000) | $ (100,256,000) | $ (89,782,000) |
Net loss per share, basic and diluted | $ (2.65) | $ (3.02) | $ (3.18) |
Shares used in computing net loss per share, basic and diluted | 46,511,739 | 33,176,305 | 28,213,324 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (123,380) | $ (100,256) | $ (89,782) |
Other comprehensive income (loss): | |||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | (171) | 15 | (15) |
Comprehensive loss | $ (123,551) | $ (100,241) | $ (89,797) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at the beginning of the period at Dec. 31, 2014 | $ (83,576) | $ 1,604 | $ (85,180) | ||
Balance at the beginning of the period (in shares) at Dec. 31, 2014 | 944,581 | ||||
Increase (Decrease) in Stockholders' Deficit | |||||
Conversion of preferred stock into common stock upon initial public offering | 202,305 | $ 3 | 202,302 | ||
Conversion of preferred stock into common stock upon initial public offering costs (in shares) | 23,521,889 | ||||
Issuance of common stock in connection with initial public offering, net of offering costs | 105,668 | $ 1 | 105,667 | ||
Issuance of common stock in connection with initial public offering, net of offering costs (in shares) | 7,302,500 | ||||
Common stock issued on exercise of stock options | 288 | 288 | |||
Common stock issued on exercise of stock options (in shares) | 148,870 | ||||
Vesting of common stock related to early exercise of options | 11 | 11 | |||
Vesting of common stock related to early exercise of options (in shares) | 17,281 | ||||
Stock-based compensation expense | 3,477 | 3,477 | |||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | (15) | $ (15) | |||
Net loss | (89,782) | (89,782) | |||
Balance at the end of the period at Dec. 31, 2015 | 138,376 | $ 4 | 313,349 | (15) | (174,962) |
Balance at the end of the period (in shares) at Dec. 31, 2015 | 31,935,121 | ||||
Increase (Decrease) in Stockholders' Deficit | |||||
Common stock issued pursuant to vesting of restricted stock units | (1) | $ (1) | |||
Common stock issued pursuant to vesting of restricted stock units (in shares) | 156,810 | ||||
Common stock issued pursuant to employee stock purchase plan | 2,391 | 2,391 | |||
Common stock issued pursuant to employee stock purchase plan (in shares) | 369,674 | ||||
Issuance of common stock in connection with initial public offering, net of offering costs | 47,102 | $ 1 | 47,101 | ||
Issuance of common stock in connection with initial public offering, net of offering costs (in shares) | 8,433,332 | ||||
Common stock issued on exercise of stock options | 744 | 744 | |||
Common stock issued on exercise of stock options (in shares) | 243,916 | ||||
Vesting of common stock related to early exercise of options | 4 | 4 | |||
Vesting of common stock related to early exercise of options (in shares) | 4,660 | ||||
Stock-based compensation expense | 10,699 | 10,699 | |||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | 15 | 15 | |||
Net loss | (100,256) | (100,256) | |||
Balance at the end of the period at Dec. 31, 2016 | 99,074 | $ 4 | 374,288 | (275,218) | |
Balance at the end of the period (in shares) at Dec. 31, 2016 | 41,143,513 | ||||
Increase (Decrease) in Stockholders' Deficit | |||||
Common stock and convertible preferred stock issued in connection with private placement, net of offering costs | 68,897 | $ 1 | 68,896 | ||
Common stock and convertible preferred stock issued in connectionwith private placement, net of offering costs (in shares) | 5,188,235 | ||||
Common stock issued pursuant to vesting of restricted stock units (in shares) | 924,591 | ||||
Common stock issued pursuant to acquisition-related transaction bonus (in shares) | 4,284 | ||||
Common stock issued pursuant to exercises of warrants | 1,381 | 1,381 | |||
Common stock issued pursuant to exercises of warrants (in shares) | 232,038 | ||||
Common stock issued pursuant to employee stock purchase plan | 2,635 | 2,635 | |||
Common stock issued pursuant to employee stock purchase plan (in shares) | 378,583 | ||||
Common stock issued on exercise of stock options, net | 1,706 | 1,706 | |||
Common stock issued on exercise of stock options (in shares) | 386,868 | ||||
Common stock issued pursuant to business combinations | 50,808 | 50,808 | |||
Common stock issued pursuant to business combinations (in shares) | 5,175,931 | ||||
Common stock issued to settle assumed liabilities | 1,272 | 1,272 | |||
Common stock issued to settle assumed liabilities (in shares) | 161,871 | ||||
Warrants issued pursuant to Loan and Security Agreement | 740 | 740 | |||
Stock-based compensation expense | 18,832 | 18,832 | |||
Unrealized income (loss) on available-for-sale marketable securities, net of tax | (171) | (171) | |||
Net loss | (123,380) | (123,380) | |||
Balance at the end of the period at Dec. 31, 2017 | $ 121,794 | $ 5 | $ 520,558 | $ (171) | $ (398,598) |
Balance at the end of the period (in shares) at Dec. 31, 2017 | 53,595,914 |
Consolidated Statements of Con7
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity 2 (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred stock |
Balance at the beginning of the period at Dec. 31, 2014 | $ 202,305 | |
Balance at the beginning of the period (in shares) at Dec. 31, 2014 | 141,131,524 | |
Increase (Decrease) in Convertible Preferred Stock | ||
Conversion of preferred stock into common stock upon initial public offering costs | $ (202,305) | $ (202,305) |
Conversion of preferred stock into common stock upon initial public offering costs (in shares) | (141,131,524) | |
Balance at the end of the period at Dec. 31, 2015 | $ 0 | |
Balance at the end of the period (in shares) at Dec. 31, 2015 | 0 | |
Balance at the beginning of the period at Dec. 31, 2016 | $ 0 | |
Balance at the beginning of the period (in shares) at Dec. 31, 2016 | 0 | |
Increase (Decrease) in Convertible Preferred Stock | ||
Common stock and convertible preferred stock issued in connection with private placement, net of offering costs (in shares) | 3,458,823 | |
Balance at the end of the period (in shares) at Dec. 31, 2017 | 3,458,823 |
Consolidated Statements of Con8
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Stockholders Equity [Abstract] | |||
Offering costs | $ 4,599 | $ 3,498 | $ 2,961 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (123,380) | $ (100,256) | $ (89,782) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 9,181 | 6,553 | 5,321 |
Stock-based compensation | 19,221 | 10,699 | 3,477 |
Amortization of premium on marketable securities | 136 | 311 | 632 |
Loss on disposal of assets | 268 | 1,030 | 23 |
Remeasurements of liabilities associated with business combinations | 1,810 | ||
Benefit from income taxes | (1,856) | ||
Changes in operating assets and liabilities net of effects of business combination: | |||
Accounts receivable | (1,963) | (843) | (309) |
Prepaid expenses and other current assets | (641) | (1,149) | (1,367) |
Other assets | (185) | 1,465 | 36 |
Accounts payable | (535) | (111) | 508 |
Accrued expenses and other liabilities | (37) | 5,984 | 806 |
Net cash used in operating activities | (97,981) | (76,317) | (80,655) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (101,867) | (90,236) | (216,994) |
Proceeds from sales of marketable securities | 15,891 | ||
Proceeds from maturities of marketable securities | 68,768 | 117,922 | 146,676 |
Acquisition of businesses, acquired cash | 2,821 | ||
Purchases of property and equipment | (6,675) | (11,625) | (6,464) |
Net cash provided by (used in) investing activities | (36,953) | 16,061 | (60,891) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock upon initial public offering, net of issuance costs | 107,120 | ||
Proceeds from underwritten public offering of common stock, net of issuance costs | 47,102 | ||
Proceeds from issuance of common stock | 74,619 | 3,134 | 288 |
Proceeds from loan agreement | 7,500 | 7,500 | |
Proceeds from loan and security agreement | 39,661 | ||
Loan payments | (30,457) | (2,438) | (413) |
Capital lease principal payments | (2,952) | (1,589) | (2,010) |
Loan agreement financing costs | (47) | ||
Net cash provided by financing activities | 80,871 | 53,709 | 112,438 |
Net decrease in cash, cash equivalents and restricted cash | (54,063) | (6,547) | (29,108) |
Cash, cash equivalents and restricted cash at beginning of period | 71,522 | 78,069 | 107,177 |
Cash, cash equivalents and restricted cash at end of period | 17,459 | 71,522 | 78,069 |
Supplemental cash flow information: | |||
Interest paid | 2,852 | 421 | 211 |
Supplemental cash flow information of non-cash investing and financing activities: | |||
Equipment acquired through capital leases | 6,789 | 1,639 | |
Conversion of convertible preferred stock to common stock | 202,305 | ||
Purchases of property and equipment in accounts payable and accrued liabilities | 200 | $ 1,644 | $ 603 |
Warrants issued pursuant to loan and security agreement | 740 | ||
Common stock issued for acquisition of businesses | 50,808 | ||
Consideration payable for acquisition of businesses | 13,276 | ||
Common stock issued to settle assumed liabilities | $ 1,272 |
Organization and description of
Organization and description of business | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and description of business | 1. Organization and description of business Invitae Corporation (the “Company”) was incorporated in the State of Delaware on January 13, 2010, as Locus Development, Inc. and changed its name to Invitae Corporation in 2012. The Company utilizes an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyze information about patient-specific genetic variation and generate test reports for clinicians and their patients. The Company’s production facility and headquarters is located in San Francisco, California. The Company currently has more than 20,000 genes in production and provides a variety of diagnostic tests that can be used in multiple indications. The Company’s tests include multiple genes associated with hereditary cancer, neurological disorders, cardiovascular disorders, pediatric disorders, metabolic disorders and other hereditary conditions. In addition, and as a result of the acquisitions of Good Start Genetics in August 2017 and CombiMatrix Corporation in November 2017, the Company’s tests also include preimplantation and carrier screening for inherited disorders, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders. The Company operates in one segment. The Company has incurred substantial losses since its inception and expects to continue to incur operating losses in the near-term. For the year ended December 31, 2017, the Company’s net loss was $123.4 million. At December 31, 2017, the Company’s accumulated deficit was $398.6 million. To date, the Company has generated only limited revenue, and it may never achieve revenue sufficient to offset its expenses. The Company believes its existing cash, cash equivalents and marketable securities as of December 31, 2017, revenue from the sale of its tests, and amounts available under a loan agreement will be sufficient to meet its anticipated cash requirements for its currently-planned operations for the 12-month period following the filing date of this report. The Company may need to obtain additional funding to finance operations prior to achieving profitability. Company management regularly considers fundraising opportunities and will determine the timing, nature and size of future financings based upon various factors, including market conditions and management’s operating plans. The Company may in the future elect to finance operations by selling equity or debt securities or borrowing money. If additional funding is required, there can be no assurance that additional funds will be available to the Company on acceptable terms on a timely basis, if at all. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities to reduce costs. Doing so will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. The Company has implemented the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company believes judgment is involved in determining revenue recognition; the acquisition-date fair value of intangible assets; the fair value of contingent consideration associated with acquisitions; the recoverability of long-lived assets; impairment of goodwill and intangible assets; stock-based compensation expense; and income tax uncertainties. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates and assumptions. Concentrations of credit risk and other risks and uncertainties Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. The Company’s cash and cash equivalents are held by financial institutions in the United States. Such deposits may exceed federally insured limits. The Company does not perform evaluations of customers’ financial condition and does not require collateral. Significant customers are those that represent 10% or more of the Company’s total revenue for each year presented on the statements of operations. For each significant customer, revenue as a percentage of total revenue is as follows: December 31, Customers 2017 2016 2015 Customer A 13 % 11 % * Customer B * * 13 % * Less than 10% of total revenue Customer A represented 13% of accounts receivable in the consolidated financial statements as of December 31, 2017. No single customer represented 10% or more of accounts receivable in the consolidated financial statements as of December 31, 2016. Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market funds and U.S. government agency securities. Marketable securities All marketable securities have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its marketable debt securities at the time of purchase and reevaluates such designation at each balance sheet date. Short-term marketable securities have maturities less than 365 days at the balance sheet date. Unrealized gains and losses are excluded from earnings and are reported as a component of other comprehensive loss. Realized gains and losses and declines in fair value judged to be other than temporary, if any, on available-for-sale securities are included in interest and other income (expense), net. The cost of securities sold is based on the specific-identification method. Interest on marketable securities is included in interest and other income (expense), net. Accounts receivable The Company receives payment for its tests from partners, patients, institutional customers and third-party payers. For most payers, the Company has not been able to demonstrate a predictable pattern of collectability, and therefore recognizes revenue when payment is received. For payers who have demonstrated a consistent pattern of payment of tests billed, the Company recognizes revenue, at estimated realizable amounts, upon delivery of test results. Accounts receivable balances primarily represent partner, patient, institutional customer and Medicare billings. Restricted cash Restricted cash consists of money market funds that serve as: collateral for a security deposit for the Company’s lease agreement for its production facility and headquarters; collateral for security deposits for facilities of the Company’s subsidiary Good Start; collateral for a credit card agreement at one of the Company’s financial institutions; and for securing a letter of credit as collateral for a facility sublease agreement. Cash, cash equivalents and restricted cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): December 31, 2017 December 31, 2016 Cash and cash equivalents $ 12,053 $ 66,825 Restricted cash 5,406 4,697 Total cash, cash equivalents and restricted cash $ 17,459 $ 71,522 Business combinations The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under FASB Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. Intangible assets Amortizable intangible assets include trade names, non-compete agreements, developed technology and customer relationships acquired as part of business combinations. Customer relationships are amortized on an accelerated basis, utilizing free cash flows, over periods ranging from five years to eleven years. All other intangible assets subject to amortization are amortized using the straight-line method over their estimated useful lives ranging from two to 15 years. All intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, Property, Plant and Equipment. Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other . The Company performed its first annual impairment review of its goodwill balance as of October 1, 2017. The Company determined, after performing a quantitative review, that it is more likely than not that the fair value of its reporting unit is substantially in excess of its carrying amount. Accordingly, there was no impairment. The Company did not incur any goodwill impairment losses in any of the periods presented. Leases The Company rents its facilities under operating lease agreements and recognizes related rent expense on a straight-line basis over the term of the applicable lease agreement. Some of the lease agreements contain rent holidays, scheduled rent increases, lease incentives, and renewal options. Rent holidays and scheduled rent increases are included in the determination of rent expense to be recorded over the lease term. Lease incentives are recognized as a reduction of rent expense on a straight-line basis over the term of the lease. Renewals are not assumed in the determination of the lease term unless they are deemed to be reasonably assured at the inception of the lease. The Company recognizes rent expense beginning on the date it obtains the legal right to use and control the leased space. Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight‑line method over the estimated useful lives of the assets, generally between three and seven years. Leasehold improvements are amortized using the straight‑line method over the shorter of the estimated useful life of the asset or the term of the lease. Amortization expense of assets acquired through capital leases is included in depreciation and amortization expense in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in the statements of operations in the period realized. The useful lives of the property and equipment are as follows: Furniture and fixtures 7 years Automobiles 7 years Laboratory equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of lease term or estimated useful life Long‑lived assets The Company reviews long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. The Company recorded asset impairment losses of $1.0 million in 2016 relating to leasehold improvements and to the shutdown of the Company’s Chilean operations. All impairment losses were charged to general and administrative expense. There were no impairment losses recorded for any other period presented. Fair value of financial instruments The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, capital leases and debt. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to the Company, the carrying value of capital leases approximates fair value. See Note 6, “Fair value measurements” for disclosure of the fair value of debt and further information on the fair value of the Company’s financial instruments. Revenue recognition Test revenue is generated primarily from the sale of tests that provide analysis and associated interpretation of the sequencing of parts of the genome. Revenue associated with subsequent re-requisition services and family variant tests was de minimis for all periods presented. Test revenue is recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. The criterion for whether the fee is fixed or determinable and whether collectability is reasonably assured are based on management’s judgments. When evaluating collectability, in situations where contracted reimbursement coverage does not exist, the Company considers whether the Company has sufficient history to reliably estimate a payer’s individual payment patterns. The Company reviews the number of tests paid against the number of tests billed over at least six months of payment history and the payer’s outstanding balance for unpaid tests to determine whether payments are being made at a consistently high percentage of tests billed and at appropriate amounts given the amount billed. For most payers, the Company has not been able to demonstrate a predictable pattern of collectability, and therefore recognizes revenue when payment is received. For payers who have demonstrated a consistent pattern of payment of tests billed at appropriate amounts, the Company recognizes revenue, at estimated realizable amounts, upon delivery of test results. Other revenue consists primarily of revenue from genome network subscription services which is recognized on a straight-line basis over the subscription term, and revenue from collaboration agreements. Cost of test revenue Cost of test revenue reflects the aggregate costs incurred in delivering the genetic testing results to clinicians and includes expenses for personnel costs including stock-based compensation, materials and supplies, equipment and infrastructure expenses associated with testing and allocated overhead including rent, equipment depreciation and utilities. Costs associated with performing the Company’s test are recorded as the test is processed regardless of whether and when revenue is recognized with respect to that test. Income taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Stock-based compensation The Company measures its stock-based payment awards made to employees and directors based on the estimated fair values of the awards and recognizes the compensation expense over the requisite service period. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and employee stock purchase plan (“ESPP”) purchases. The fair value of restricted stock unit (“RSU”) awards with time-based vesting terms is based on the grant date share price. The Company grants performance-based restricted stock unit (“PRSU”) awards to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service relationship with the Company. The probability of vesting is assessed at each reporting period and compensation cost is adjusted based on this probability assessment. The Company recognizes such compensation expense on an accelerated vesting method. Stock-based compensation expense for awards without a performance condition is recognized using the straight-line method. Stock-based compensation expense is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company accounts for compensation expense related to stock options granted to non-employees based on fair values estimated using the Black-Scholes option-pricing model. Stock options granted to non-employees are re-measured at each reporting date until the award is vested. The Company accounts for stock issued as compensation in connection with business combinations based on the fair value of the Company’s common stock on the date of issuance. Advertising Advertising expenses are expensed as incurred. The Company recorded advertising expenses of $0.6 million, $0.5 million and $0.4 million in 2017, 2016 and 2015, respectively. Comprehensive loss Comprehensive loss is composed of two components: net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity (deficit), but are excluded from net loss. The Company’s other comprehensive loss consists of unrealized losses on investments in available-for-sale securities. Net loss per common share Basic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities, consisting of preferred stock, options to purchase common stock, common stock warrants, RSUs and PRSUs, are considered to be common stock equivalents and were excluded from the calculation of diluted net loss per share because their effect would be antidilutive for all periods presented. Recent accounting pronouncements Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”), which requires an entity to recognize the amount of revenue to which it expects to be entitled upon the transfer of control of the promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. Topic 606 provides for the use of either of two methods of adoption: retrospectively to each prior reporting period presented (the full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company implemented Topic 606 effective January 1, 2018 using the modified retrospective method. Based upon its work performed to date, the Company expects the implementation of Topic 606 will have a significant impact on its accounts receivable at January 1, 2018, and the timing of revenue recognition for its diagnostic test revenue thereafter. Under current GAAP, the Company recognizes test revenue generated from the majority of third-party payers on a cash basis, while under Topic 606, the Company will recognize the vast majority of test revenue on an accrual basis at the time of delivery of genetic test results to its customers. The accrual amounts to be recognized under Topic 606 in periods subsequent to the date of transition will be based on an estimate of the consideration that the Company expects to receive, and such estimates will be updated and subsequently adjusted as necessary until fully settled. This policy change will result in earlier revenue recognition under ASC 606 relative to the cash-basis revenue recognition policy utilized by the Company through December 31, 2017 for many of its payers. The Company has not completed the work required to implement Topic 606 as of January 1, 2018. The work required to complete the implementation primarily relates to the determination of estimated variable consideration, including such consideration arising from recently acquired businesses, as of the date of transition. Recently adopted accounting pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In December 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting The Company has determined there are no other recently adopted or issued accounting standards that had, or will have, a material impact on its consolidated financial statements. Prior period reclassifications Revenue amounts in prior periods have been reclassified to conform with current period presentation, which separates test revenue from other revenue, which consists principally of revenue from genome network subscription services and collaboration arrangements. |
Business combinations
Business combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business combinations | 3. Business combinations AltaVoice On January 6, 2017, the Company acquired AltaVoice (formerly Patient Crossroads, Inc.), a privately-owned patient-centered data company with a global platform for collecting, curating, coordinating, and delivering safeguarded data from patients and clinicians. The acquisition, complemented by several other strategic partnerships, will expand the Company's genome network, designed to connect patients, clinicians, advocacy organizations, researchers and therapeutic developers to accelerate the understanding, diagnosis, and treatment of hereditary disease. Pursuant to the terms of the Stock Purchase Agreement entered into on January 6, 2017, the Company acquired all of the outstanding shares of AltaVoice for total purchase consideration of $12.4 million, payable in the Company’s common stock, as follows: (a) payment of $5.5 million through the issuance of 641,126 shares of the Company’s common stock; (b) payment of $5.0 million in the Company’s common stock, payable on March 31, 2018, with the common shares deliverable equal to $5.0 million divided by the trailing average share price of the Company’s common stock for the 30 days preceding March 31, 2018; (c) payment of $5.0 million in the Company’s common stock, contingently payable on March 31, 2018 if a milestone based on a certain threshold of revenue is achieved during 2017, with the shares deliverable equal to $5.0 million divided by the trailing average share price of the Company’s common stock for the 30 days preceding March 31, 2018; or should the foregoing milestone not be achieved, then there is a new contingent milestone based on achieving a revenue target during 2017 and 2018. Should the new milestone revenue target be achieved, then on March 31, 2019, a payment of up to $5.0 million in the Company’s common stock would be payable. The actual payout is dependent upon the 2017 and 2018 revenue target (capped at $14.0 million) times 75% less $5.5 million. This formula in effect caps the possible payout amount at $5.0 million in the Company’s common shares. The number of shares to be issued will be equal to the payout amount divided by the trailing average share price of the Company’s common stock for the 30 days preceding March 31, 2019. The first payment of $5.5 million was classified as equity. The second payment was discounted to $4.7 million and recorded as a liability, and will be accreted to fair value at each reporting date until the extinguishment of the liability on March 31, 2018. The third payment, representing contingent consideration, was determined to have a fair value of $2.2 million and was recorded as a liability. The Company’s calculation of this fair value was based on a Monte Carlo simulation, as well as estimates of the 30-day trailing price of the Company’s stock at certain dates, its volatility assumptions and its revenue forecast. In accordance with ASC Topic 805, Business Combinations, For the second payment, whose acquisition-date fair value was $4.7 million, the Company recorded an accretion loss of $0.2 million in other income (expense), net, for the year ended December 31, 2017. This accretion loss resulted from adjustments to the discounted value of the second payment, reflecting the passage of time. For the third payment, whose contingent acquisition-date fair value was $2.2 million, the Company recorded remeasurement losses of $1.6 million in operating expense for the year ended December 31, 2017. This remeasurement loss reflects an updated estimation of fair value of the third payment, based upon achieving a revenue target during 2017 and 2018, as the milestone based on a certain threshold of revenue to be achieved during 2017 was not met. The principal inputs affecting that estimation were updates to the Company’s revenue forecasts and the passage of time. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 54 Accounts receivable 274 Prepaid expense and other assets 52 Non-compete agreement 286 Developed technology 570 Customer relationships 3,389 Total identifiable assets acquired 4,625 Accounts payable (28 ) Deferred revenue (202 ) Accrued expenses (21 ) Deferred tax liability (1,422 ) Total liabilities assumed (1,673 ) Net identifiable assets acquired 2,952 Goodwill 9,432 Net assets acquired $ 12,384 Acquisition-related intangibles included in the above table are finite-lived. Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of ten years. All other acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Non-compete agreement $ 286 5 Developed technology 570 6 Customer relationships 3,389 10 $ 4,245 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of AltaVoice resulted in $9.4 million of goodwill. The Company believes this goodwill consists principally of expected synergies to be realized by combining capabilities, technology and data to accelerate the use of genetic information for the diagnosis and treatment of hereditary diseases. In accordance with ASC 350, goodwill will not be amortized but will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes. Concurrent with the acquisition, the Company recorded additional goodwill of $1.4 million relating to the tax consequence of recognizing the fair value of the acquisition-related intangibles, with an equal offset to deferred tax liability. The results of operations of AltaVoice for the period from the acquisition date through December 31, 2017 are included in the accompanying consolidated statements of operations. Pursuant to ASC 805, the Company incurred and expensed approximately $159,000 in acquisition and transitional costs associated with the acquisition of AltaVoice during the year ended December 31, 2016 and the three months ended March 31, 2017, which were primarily general and administrative related. Ommdom On June 11, 2017, the Company acquired Ommdom, Inc. (“Ommdom”), a privately-held company that develops, commercializes and sells hereditary risk assessment and management software, including CancerGene Connect, a cancer genetic counseling platform. The acquisition expands Invitae’s suite of genome management offerings designed to help patients and clinicians use genetic information as part of mainstream medical care. CancerGene Connect is a platform for collecting and managing genetic family histories. The platform uses a cloud-based, mobile friendly patient interface to gather family history information from patients prior to a clinician appointment. Then, analysis tools analyze patients’ predisposition to disease and provide actionable analysis to inform therapeutic decisions, such as genetic testing or treatment approaches. In addition, the platform provides clinicians with the ability to look beyond the individual to understand trends across all of their patients. Pursuant to the terms of the Stock Exchange Agreement entered into on June 11, 2017, the Company acquired all of the outstanding shares of Ommdom for consideration of $6.1 million, payable entirely in the Company’s common stock. There was no cash consideration nor any contingent payments associated with the acquisition, other than a hold-back amount of $613,000. Per the terms of the agreement, the Company will issue shares of its common stock as follows: (a) payment of $5.5 million through the issuance of 600,108 shares of the Company’s common stock; and (b) payment of $0.6 million through the issuance of 66,582 shares of the Company’s common stock, representing a hold-back amount, and payable on the twelve-month anniversary of the acquisition date. The first payment of $5.5 million was classified as equity. The second payment of $0.6 million was recorded as a stock payable liability and will be reclassified to equity upon the issuance of the Company’s common stock on the twelve-month anniversary of the acquisition date. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 53 Accounts receivable 10 Prepaid expense and other assets 4 Trade name 13 Developed technology 2,335 Customer relationships 147 Total identifiable assets acquired 2,562 Accounts payable (16 ) Accrued expenses (17 ) Deferred tax liability (434 ) Total liabilities assumed (467 ) Net identifiable assets acquired 2,095 Goodwill 4,045 Net assets acquired $ 6,140 Finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Trade name $ 13 5 Developed technology 2,335 5 Customer relationships 147 5 $ 2,495 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Ommdom resulted in the recognition of $4.0 million of goodwill. The Company believes this goodwill consists principally of expected synergies to be realized by expanding the Company’s suites of genome management offerings designed to help patients and clinicians use genetic information as part of mainstream medical care. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes. Concurrent with the acquisition, the Company recorded additional goodwill of $434,000 relating to the tax consequence of recognizing the fair value of the acquisition-related intangibles, with an equal offset to deferred tax liability. The results of operations of Ommdom for the period from the acquisition date through December 31, 2017 are included in the accompanying consolidated statements of operations. Pursuant to ASC 805, during the year ended December 31, 2017, the Company incurred and expensed approximately $164,000 in acquisition and transitional costs associated with the acquisition of Ommdom, which were primarily general and administrative related. Good Start Genetics On August 4, 2017, the Company acquired 100% of the fully diluted equity of Good Start, a privately-held molecular diagnostics company focused on preimplantation and carrier screening for inherited disorders. The acquisition of Good Start is intended to further Invitae’s intention to create a comprehensive genetic information platform providing high-quality, affordable genetic information coupled with world-class clinical expertise to inform healthcare decisions throughout every stage of an individual’s life. The purchase consideration for the Good Start acquisition consisted of the assumption of the net liabilities of Good Start of $24.4 million at the acquisition date, August 4, 2017. Immediately subsequent to the acquisition of Good Start, the Company paid $18.4 million in cash to settle the outstanding notes payable, accrued interest and related costs. In addition, and immediately subsequent to the acquisition, the Company settled the outstanding convertible promissory notes payable through: (a) payment of $11.9 million through the issuance of 1,148,283 shares of the Company’s common stock; and (b) payment of $3.6 million through the issuance of 343,986 shares of the Company’s common stock, representing a hold-back amount payable on the one-year anniversary of the acquisition date. Also in connection with the acquisition of Good Start and immediately subsequent to the acquisition, the Company paid bonuses to certain members of Good Start’s management team through: (a) payment of $0.9 million through the issuance of 83,025 shares of the Company’s common stock; and (b) payment of $0.4 million through the issuance of 37,406 shares of the Company’s common stock, representing a hold-back amount payable on the one-year anniversary of the acquisition date. These bonus payments were recorded as general and administrative expense. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. The amount recorded as accounts receivable is provisional as the Company expects to receive future cash collections pertaining to Good Start revenue activities completed but not recognized at the acquisition date. The amount recorded as deferred tax liability, zero as of December 31, 2017, is provisional because certain information and analysis related to Good Start’s historical net operating losses that may affect the Company’s valuation is still being obtained or reviewed. Thus, the provisional measurement of fair value discussed above is subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. At acquisition date, the Company also recorded $4.8 million as a provisional amount for a deferred tax liability because certain information and analysis related to Good Start’s historical net operating losses that may affect the Company’s initial valuation was still being obtained or reviewed at that time. This provisional amount for the deferred tax liability was subsequently reversed during the fourth quarter of 2017 based on the results of further analysis of Good Start’s historical net operating losses. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash and restricted cash $ 1,381 Accounts receivable 2,904 Prepaid expense and other assets 1,579 Property and equipment 1,320 Trade name 460 Developed technology 5,896 Customer relationships 7,830 Total identifiable assets acquired 21,370 Accounts payable (5,418 ) Accrued expenses (6,802 ) Notes payable (17,904 ) Convertible promissory notes payable (15,430 ) Other liabilities (222 ) Total liabilities assumed (45,776 ) Net identifiable assets acquired (24,406 ) Goodwill 24,406 Net assets acquired $ — Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of eight years. All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Trade name $ 460 3 Developed technology 5,896 5 Customer relationships 7,830 8 $ 14,186 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Good Start resulted in the recognition of $24.4 million of goodwill. The Company believes this goodwill consists principally of expected synergies to be realized by expanding the Company’s suite of genome management offerings designed to help patients and clinicians use genetic information as part of mainstream medical care. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes. The results of operations of Good Start for the period from the acquisition date through December 31, 2017 are included in the accompanying consolidated statements of operations. Pursuant to ASC 805, the Company incurred and expensed approximately $1.7 million in acquisition and transitional costs associated with the acquisition of Good Start during the year ended December 31, 2017, which were recorded as general and administrative expense. CombiMatrix On November 14, 2017, the Company completed its acquisition of CombiMatrix in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of July 31, 2017 (the “Merger Agreement”), by and among the Company, Coronado Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and CombiMatrix, pursuant to which Merger Sub merged with and into CombiMatrix, with CombiMatrix surviving as a wholly owned subsidiary of the Company (the “Merger”). At the closing of the Merger, the Company issued shares of its common stock to (i) CombiMatrix’s common stockholders, at an exchange ratio of 0.8692 of a share of the Company’s common stock (the “Merger Exchange Ratio”) for each share of CombiMatrix common stock outstanding immediately prior to the Merger, (ii) CombiMatrix’s Series F preferred stockholders, at the Merger Exchange Ratio for each share of CombiMatrix common stock underlying Series F preferred stock outstanding immediately prior to the Merger, (iii) holders of outstanding and unexercised in-the-money CombiMatrix stock options, which were fully accelerated to the extent of any applicable vesting period and converted into the right to receive the number of shares of the Company’s common stock equal to the Merger Exchange Ratio multiplied by the number of shares of CombiMatrix common stock issuable upon exercise of such option, minus the number of shares of the Company’s common stock determined by dividing the aggregate exercise price for such option by $9.491 (the “Invitae Trailing Average Share Value”), and (iv) holders of outstanding and unsettled CombiMatrix restricted stock units, which were fully accelerated to the extent of any applicable vesting period and converted into the right to receive a number of shares of the Company’s common stock determined by multiplying the number of shares of CombiMatrix common stock that were subject to such restricted stock unit by the Merger Exchange Ratio. In addition, at the closing of the Merger, (a) all outstanding and unexercised out-of-the money CombiMatrix stock options were cancelled and terminated without the right to receive any consideration, (b) all CombiMatrix Series D Warrants and Series F Warrants outstanding and unexercised immediately prior to the closing of the Merger were assumed by the Company and converted into warrants to purchase the number of shares of the Company’s common stock determined by multiplying the number of shares of CombiMatrix common stock subject to such warrants by the Merger Exchange Ratio, and with the exercise price adjusted by dividing the per share exercise price of the CombiMatrix common stock subject to such warrants by the Merger Exchange Ratio, and (c) certain entitlements under CombiMatrix’s executive compensation transaction bonus plan (the “Transaction Bonus Plan”) were paid in shares of the Company’s common stock or RSUs to be settled in shares of the Company’s common stock. All outstanding and unexercised CombiMatrix Series A, Series B, Series C, Series E, and PIPE warrants were repurchased by CombiMatrix prior to closing pursuant to that certain CombiMatrix Common Stock Purchase Warrants Repurchase Agreement dated July 11, 2016. Pursuant to the Merger Agreement, the Company issued an aggregate of 2,703,389 shares of its common stock as follows: (a) payment of $20.5 million through the issuance of 2,611,703 shares of the Company’s common stock to holders of CombiMatrix common stock outstanding; (b) payment of $0.7 million through the issuance of 85,219 shares of the Company’s RSUs to holders of outstanding and unsettled CombiMatrix restricted stock units. (c) payment of $26,000 through the issuance of 3,323 shares of the Company’s common stock to holders of outstanding and unexercised in-the-money CombiMatrix stock options; and (d) payment of $25,000 through the issuance of 3,144 shares of the Company’s common stock to holders of CombiMatrix Series F preferred stock. In addition, and pursuant to the Merger Agreement, the Company issued warrants to purchase an aggregate of 2,077,273 shares of its common stock as follows: (a) payment of $7.4 million through the issuance of warrants to purchase a total of 1,739,689 shares of the Company’s common stock in exchange for all outstanding CombiMatrix Series F warrants; and (b) payment of $1,000 through the issuance of warrants to purchase a total of 337,584 shares of the Company’s common stock in exchange for all outstanding CombiMatrix Series D warrants. In connection with the acquisition of CombiMatrix, the Company paid bonuses to certain members of CombiMatrix’s management team through: (a) payment of $1.7 million through the issuance of common stock and RSUs totaling 214,976 shares of the Company’s common stock to settle payments pursuant to CombiMatrix’s executive compensation transaction bonus plan (the “Transaction Bonus Plan”), recorded as post-combination compensation expense and included in general and administrative expense; and (b) payment of $0.2 million through the issuance of 22,966 shares of the Company’s common stock to settle payments pursuant to the Transaction Bonus Plan, recorded as an assumed liability at the acquisition date. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. The amount recorded as deferred tax liability, zero at December 31, 2017, is provisional because certain information and analysis related to CombiMatrix’s tax attributes and ownership change history that may affect the Company’s valuation is still being obtained or reviewed. Thus, the provisional measurement of fair value discussed above is subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash and restricted cash $ 1,333 Accounts receivable 4,118 Prepaid expense and other assets 1,299 Property and equipment 437 Other assets - non current 30 Favorable leases 247 Trade name 103 Patent licensing agreement 496 Developed technology 3,162 Customer relationships 12,397 Total identifiable assets acquired 23,622 Accounts payable (276 ) Accrued expenses (3,925 ) Other liabilities (180 ) Total liabilities assumed (4,381 ) Net identifiable assets acquired 19,241 Goodwill 8,692 Net assets acquired $ 27,933 Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of eleven years. All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Favorable leases $ 247 2 Trade name 103 1 Patent licensing agreement 496 15 Developed technology 3,162 4 Customer relationships 12,397 11 $ 16,405 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of CombiMatrix resulted in the recognition of $8.7 million of goodwill. The Company believes this goodwill consists principally of expected synergies to be realized by expanding the Company’s suite of genome management offerings designed to help patients and clinicians use genetic information as part of mainstream medical care. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes. The results of operations of CombiMatrix for the period from the acquisition date through December 31, 2017 are included in the accompanying consolidated statements of operations. Pursuant to ASC 805, the Company incurred and expensed approximately $1.8 million in acquisition and transitional costs associated with the acquisition of CombiMatrix during the year ended December 31, 2017, which were recorded as general and administrative expense. Pro Forma Financial Information The financial information in the table below summarizes the combined results of operations of the Company, AltaVoice, Ommdom, Good Start and CombiMatrix on an unaudited pro forma basis, as though the companies had been combined as of the beginning of each of the periods presented. The unaudited pro forma financial information has been calculated after adjusting the results of the Company, AltaVoice, Ommdom, Good Start and CombiMatrix to reflect the business combination accounting effects resulting from the acquisitions. These accounting effects consist of income tax benefits relating to the tax consequences of recognizing fair value of acquired intangible assets, amortization expense from acquired intangible assets and stock-based compensation expense relating to acquisitions. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of each of the periods presented. The pro forma financial information for the year ended December 31, 2017 combines the adjusted results of the Company for the year ended December 31, 2017, which include the adjusted results of AltaVoice subsequent to January 6, 2017, the adjusted results of Ommdom subsequent to June 11, 2017, the adjusted results of Good Start subsequent to August 4, 2017 and the adjusted results of CombiMatrix for the period subsequent to November 14, 2017 (the acquisition dates for AltaVoice, Ommdom, Good Start and CombiMatrix, respectively), with the adjusted historical results for AltaVoice for the period from January 1, 2017 to January 6, 2017, the adjusted historical results for Ommdom for the period from January 1, 2017 to June 11, 2017, the adjusted historical results of Good Start for the period from January 1, 2017 to August 4, 2017, and the adjusted historical results of CombiMatrix for the period from January 1, 2017 to November 14, 2017. The pro forma financial information for the year ended December 31, 2016 combines the adjusted historical results for the Company for those periods, with the adjusted historical results for AltaVoice, Ommdom, Good Start and CombiMatrix for the same periods. The following table summarizes the pro forma financial information for the years ended December 31, 2017 and 2016 (in thousands): Year Ended December 31, 2017 2016 Total revenue $ 94,001 $ 62,991 Net loss $ (149,596 ) $ (123,148 ) Revenue attributable to AltaVoice, Good Start and CombiMatrix since their acquisition dates and recognized in the year ended December 31, 2017 was $2.7 million, $6.2 million and $2.0 million, respectively. As the Company combined operations with AltaVoice, Ommdom, Good Start and CombiMatrix at the acquisition dates, net loss attributable to AltaVoice, Ommdom, Good Start and CombiMatrix since their acquisition dates cannot be practically calculated. |
Goodwill and intangible assets
Goodwill and intangible assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | 4. Goodwill and intangible assets Goodwill Details of the Company’s goodwill for the year ended December 31, 2017 are as follows (in thousands): AltaVoice Ommdom Good Start CombiMatrix Total Balance as of December 31, 2016 $ — $ — $ — $ — $ — Goodwill acquired 9,432 4,045 29,366 8,692 51,535 Goodwill adjustment — — (4,960 ) — (4,960 ) Balance as of December 31, 2017 $ 9,432 $ 4,045 $ 24,406 $ 8,692 $ 46,575 The goodwill adjustment was principally due to the reversal, in the fourth quarter of 2017, of a provisional deferred tax liability of $4.8 million recorded in August 2017. The reversal of this deferred tax liability resulted from the completion of the Company’s analysis of Good Start’s historical net operating losses. Intangible assets The following table presents details of the Company’s finite-lived intangible assets as of December 31, 2017 (in thousands): Cost Accumulated Amortization Net Weighted Average Useful Life (in Years) Weighted Average Estimated Remaining Useful Life (in Years) Customer relationships $ 23,763 $ (717 ) $ 23,046 10.0 9.6 Developed technology 11,963 (949 ) 11,014 4.8 4.4 Non-compete agreement 286 (57 ) 229 5.0 4.0 Trade name 576 (78 ) 498 2.7 2.3 Patent licensing agreement 496 (4 ) 492 15.0 14.9 Favorable leases 247 (10 ) 237 2.2 2.1 $ 37,331 $ (1,815 ) $ 35,516 8.2 7.8 Acquisition-related intangibles included in the above table are finite-lived. Customer relationships are being amortized on an accelerated basis, in proportion to estimated cash flows, over periods ranging from five to eleven years. All other acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are realized. Amortization expense was $1.8 million for the year ended December 31, 2017. As all acquisition-related intangible assets were acquired in 2017, no amortization was recorded for year ended December 31, 2016. Intangible assets are carried at cost less accumulated amortization. Amortization expense is recorded to research and development, sales and marketing and general and administrative expense. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2017 (in thousands): Amount 2018 $ 5,059 2019 5,250 2020 5,525 2021 5,829 2022 4,123 Thereafter 9,730 $ 35,516 |
Balance sheet components
Balance sheet components | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance sheet components | 5. Balance sheet components Cash equivalents and marketable securities The following is a summary of cash equivalents and marketable securities (in thousands): December 31, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 5,998 $ — $ — $ 5,998 Certificates of deposit 300 — — 300 U.S. treasury notes 12,010 — (19 ) 11,991 U.S. government agency securities 46,451 — (152 ) 46,299 $ 64,759 $ — $ (171 ) $ 64,588 Reported as: Cash equivalents $ 592 Restricted cash 5,406 Marketable securities 58,590 Total cash equivalents, restricted cash and marketable securities $ 64,588 December 31, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 19,457 $ — $ — $ 19,457 U.S. treasury notes 11,515 2 — 11,517 U.S. government agency securities 14,283 — (2 ) 14,281 $ 45,255 $ 2 $ (2 ) $ 45,255 Reported as: Cash equivalents $ 14,760 Restricted cash 4,697 Marketable securities 25,798 Total cash equivalents, restricted cash and marketable securities $ 45,255 The total amount of unrealized losses at December 31, 2017 was $171,000. The total fair value of investments with unrealized losses at December 31, 2017 was $58.3 million. None of the available-for-sale securities held as of December 31, 2017 has been in a continuous unrealized loss position for more than one year. At December 31, 2017, unrealized losses on available-for-sale investments are not attributed to credit risk and are considered to be temporary. The Company believes it is more likely than not that investments in an unrealized loss position will be held until maturity or the recovery of the cost basis of the investment. To date, the Company has not recorded any impairment charges on marketable securities related to other-than-temporary declines in market value. At December 31, 2017, the remaining contractual maturities of available-for-sale securities ranged from less than one to 13 months. For the years ended December 31, 2017, 2016 and 2015, there were no realized gains or losses on available-for-sale securities. Property and equipment, net Property and equipment consisted of the following (in thousands): December 31, 2017 December 31, 2016 Leasehold improvements $ 12,623 $ 1,256 Laboratory equipment 17,705 13,644 Equipment under capital lease 11,446 5,871 Computer equipment 4,023 2,514 Software 2,520 2,489 Furniture and fixtures 569 238 Automobiles 20 20 Construction-in-progress 965 12,229 Total property and equipment, gross 49,871 38,261 Accumulated depreciation and amortization (19,530 ) (14,468 ) Total property and equipment, net $ 30,341 $ 23,793 Depreciation expense was $7.2 million, $6.6 million and $5.3 million for the years ended December 31, 2017, 2016 and 2015, respectively. Accrued liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2017 December 31, 2016 Accrued compensation and related expenses $ 7,406 $ 3,072 Accrued laboratory materials purchases 1,242 338 Accrued outsourced services 142 — Accrued professional services 1,077 446 Accrued construction in progress — 1,215 Lease incentive obligation, current 489 468 Liabilities associated with business combinations 9,497 — Other 2,889 1,172 Total accrued liabilities $ 22,742 $ 6,711 Other long-term liabilities Other long-term liabilities consisted of the following (in thousands): December 31, 2017 December 31, 2016 Lease incentive obligation, non-current $ 3,831 $ 4,243 Deferred rent, non-current 5,153 3,419 Liabilities associated with business combination 3,779 — Other non-current liabilities 677 175 Total other long-term liabilities $ 13,440 $ 7,837 |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 6. Fair value measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is summarized as follows: Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable. Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions. The following tables set forth the fair value of the Company’s consolidated financial instruments that were measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016 (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 5,998 $ — $ — $ 5,998 Certificates of deposit 300 — — 300 U.S. treasury notes 11,991 — — 11,991 U.S. government agency securities — 46,299 — 46,299 Total financial assets $ 18,289 $ 46,299 $ — $ 64,588 Financial liabilities: Contingent consideration $ — $ — $ 3,779 $ 3,779 Total financial liabilities $ — $ — $ 3,779 $ 3,779 December 31, 2016 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 19,457 $ — $ — $ 19,457 U.S. treasury notes 11,517 — — 11,517 U.S. government agency securities — 14,281 — 14,281 Total financial assets $ 30,974 $ 14,281 $ — $ 45,255 There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. The following table presents the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands): Level 3 Contingent Consideration Liability Balance as of December 31, 2016 $ — Contingent consideration 2,200 Change in estimate of fair value 1,579 Balance as of December 31, 2017 $ 3,779 The Company’s debt securities of U.S. government agency entities are classified as Level 2 as they are valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third party data providers, including but not limited to benchmark yields, interest rate curves, reported trades, broker/dealer quotes and reference data. As of December 31, 2017, the Company had a contingent obligation of up to $5.0 million payable in the Company’s common stock to the former owners of AltaVoice in conjunction with the Company’s acquisition of AltaVoice in January 2017. The contingency is dependent upon future revenues attributable to AltaVoice. If the revenue attributable to AltaVoice for the combined period of 2017 and 2018 is at least $10 million, the Company will make a payment of up to $5.0 million in the Company’s common stock on March 31, 2019. The Company estimated the fair value of the contingent consideration at $2.2 million at the acquisition date of January 6, 2017, based on a Monte Carlo simulation, as well as estimates of the 30-day trailing price of its stock at certain dates, its volatility assumptions and its revenue forecasts, all of which were significant inputs in the Level 3 measurement not supported by market activity. The value of the liability will be subsequently remeasured to fair value at each reporting date. Changes to revenue forecasts can significantly affect the estimated fair value of the contingent consideration. Changes in estimated fair value will be recorded as a component of operating expenses until the contingency is paid or expires. The change in the fair value of the contingent consideration between the acquisition date and December 31, 2017 was an increase of $1.6 million. The fair value of the Company’s outstanding debt is estimated using the net present value of future debt payments, discounted at an interest rate that is consistent with market interest rates, which is a Level 2 input. The carrying amount and the estimated fair value of the Company’s outstanding debt at December 31, 2017 and December 31, 2016, are as follows (in thousands): December 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Debt $ 39,084 $ 40,526 $ 12,102 $ 11,905 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 7. Commitments and contingencies Operating leases In September 2015, the Company entered into a lease agreement for a production facility and headquarters in San Francisco, California. This lease expires in July 2026 and the Company may renew the lease for an additional ten years. The Company has determined the lease term to be a ten-year period expiring in 2026. The lease term commenced when the Company took occupancy of the facility in February 2016. In connection with the execution of the lease, the Company provided a security deposit of approximately $4.6 million which is included in restricted cash in the Company’s consolidated balance sheets. Minimum annual rent under the lease is subject to increases based on stated rental adjustment terms. In addition, per the terms of the lease, the Company received a $5.2 million lease incentive in the form of reimbursement from the landlord for a portion of the costs of leasehold improvements the Company has made to the facility. The assets purchased with the lease incentive are included in property and equipment, net, in the Company’s consolidated balance sheets and the lease incentive is recognized as a reduction of rental expense on a straight-line basis over the term of the lease. At December 31, 2017, all of the lease incentive had been utilized by the Company and all related reimbursements had been received from the landlord. Aggregate future minimum lease payments for this facility at December 31, 2017 were approximately $64.2 million. In addition to the security deposit of $4.6 million for its production facility and headquarters, the Company has provided, as collateral for other leases, security deposits of $0.4 million and $0.8 million at December 31, 2017 and December 31, 2016, respectively, which are included in other assets in the Company’s consolidated balance sheets. Security deposits relating to Good Start facilities were $0.4 million at December 31, 2017 and are included in restricted cash in the Company’s consolidated balance sheet as of that date. Future minimum payments under non-cancelable operating leases as of December 31, 2017 are as follows (in thousands): Amounts 2018 $ 9,707 2019 9,633 2020 9,512 2021 9,727 2022 9,676 Thereafter 29,846 Total minimum lease payments $ 78,101 Rent expense was $8.6 million, $8.6 million and $3.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. Debt financing In July 2015, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with a bank under which term loans were available for purchases of equipment up to an aggregate of $15.0 million. As of December 31, 2016, obligations under the Loan Agreement were $12.1 million. On March 15, 2017, the Company entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with a lender pursuant to which the Company borrowed an initial term loan of $40.0 million, and received net proceeds of approximately $39.7 million. Subject to certain conditions, the Company will also be eligible to borrow a second term loan of $20.0 million in the first quarter of 2018. In connection with entering into the Loan and Security Agreement, the Company terminated the Loan Agreement and repaid in full the balance of its obligations under such agreement, approximately $12.1 million. The payment to the lender under the Loan Agreement included a prepayment premium of $670,000, which was classified as extinguishment of debt and included in other income (expense), net. Term loans under the Loan and Security Agreement bear interest at a floating rate equal to an index rate plus 7.73%, where the index rate is the greater of 0.77% or the 30-day U.S. Dollar London Interbank Offered Rate “LIBOR” as reported in The Wall Street Journal The Company’s obligations under the Loan and Security Agreement are subject to quarterly covenants to achieve certain revenue levels as well as additional covenants, including limits on the Company’s ability to dispose of assets, undergo a change in control, merge with or acquire other entities, incur debt, incur liens, pay dividends or other distributions to holders of its capital stock, repurchase stock and make investments, in each case subject to certain exceptions. The Company’s obligations under the Loan and Security Agreement are secured by a security interest on substantially all the Company’s assets, excluding its intellectual property. At December 31, 2017, obligations under the Loan and Security Agreement were $40.0 million. Debt issuance costs related to the Loan and Security Agreement of $339,000 and the warrant fair value of $740,000 were recorded as a direct deduction from the debt liability and are being amortized to interest expense over the term of the Loan and Security Agreement. Future payments under the Loan and Security Agreement as of December 31, 2017 are as follows (in thousands): Amounts 2018 $ 3,691 2019 12,587 2020 15,988 2021 14,716 2022 5,482 Thereafter — Total remaining debt payments 52,464 Less: amount representing debt discount (916 ) Less: amount representing interest (12,464 ) Present value of remaining debt payments 39,084 Less: current portion — Total non-current debt obligation $ 39,084 Interest expense related to the Loan and Security Agreement and the Loan Agreement was $3.5 million, $315,000 and $58,000 for the years ended December 31, 2017, 2016 and 2015, respectively. On February 26, 2018, the Company and the lender amended the Loan and Security Agreement (see note 14). Capital leases The Company has entered into various capital lease agreements to obtain laboratory equipment. The terms of the capital leases are typically three years with interest rates ranging from 4.3% to 6.4%. The leases are secured by the underlying equipment. The portion of the future payments designated as principal repayment was classified as a capital lease obligation on the consolidated balance sheets. Future payments under capital leases at December 31, 2017 are as follows (in thousands): Amounts 2018 $ 2,369 2019 2,087 2020 1,394 2021 21 Total capital lease obligations 5,871 Less: amount representing interest (459 ) Present value of net minimum capital lease payments 5,412 Less: current portion (2,039 ) Total non-current capital lease obligations $ 3,373 Interest expense related to capital leases was $163,000, $103,000 and $141,000 for the years ended December 31, 2017, 2016 and 2015, respectively. Property and equipment under capital leases was $11.4 million and $5.9 million as of December 31, 2017 and December 31, 2016, respectively. Accumulated depreciation and amortization, collectively, on these assets was $3.0 million and $2.4 million at December 31, 2017 and December 31, 2016, respectively. Guarantees and indemnifications As permitted under Delaware law and in accordance with the Company’s bylaws, the Company indemnifies its directors and officers for certain events or occurrences while the officer or director is or was serving in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company maintains director and officer liability insurance. This insurance allows the transfer of the risk associated with the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company did not record any liabilities associated with these indemnification agreements at December 31, 2017 or December 31, 2016. Contingencies The Company was not a party to any material legal proceedings at December 31, 2017, or at the date of this report. The Company may from time to time become involved in various legal proceedings arising in the ordinary course of business, and the resolution of any such claims could be material. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders Equity Note [Abstract] | |
Stockholders’ Equity | 8. Stockholders’ Equity Common stock As of December 31, 2017 and 2016, the Company had reserved shares of common stock, on an as‑if converted basis, for issuance as follows: As of December 31, 2017 2016 Options issued and outstanding 4,114,874 4,490,662 RSU awards issued and outstanding 2,387,120 1,421,757 Shares available for grant under stock option plan 2,397,234 1,375,766 Shares reserved for issuance under the 2015 Employee Stock Purchase Plan 307,538 274,686 Common stock underlying warrants 1,962,074 — Common stock issuable upon conversion of preferred stock 3,458,823 — Common stock underlying stock payable liabilities 689,347 — Common stock payable as contingent consideration 550,660 — Total 15,867,670 7,562,871 Private placement On August 3, 2017, in a private placement to certain accredited investors, the Company sold 5,188,235 shares of its common stock at a price of $8.50 per share, and 3,458,823 shares of its Series A convertible preferred stock at a price of $8.50 per share, for gross proceeds of approximately $73.5 million and net proceeds of $68.9 million. The Series A preferred stock is a non-voting common stock equivalent and conversion of the Series A preferred stock is prohibited if the holder exceeds a specified threshold of voting security ownership. The Series A preferred stock is convertible into common stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like. The Series A Preferred Stock has the right to receive dividends first or simultaneously with payment of dividends on common stock, in an amount equal to the product of (i) the dividend payable on each share of common stock and (ii) the number of shares of common stock issuable upon conversion of a share of Series A Preferred Stock. The Series A Preferred Stock has no voting rights except as required by law, as modified by the Company’s Amended and Restated Certificate of Incorporation. In the event of any liquidation or dissolution of the Company, the Series A Preferred Stock is entitled to receive $0.001 per share prior to the payment of any amount to any holders of capital stock of the Company ranking junior to the Series A Preferred Stock and thereafter shall participate pari passu with the holders of the Company’s common stock (on an as-if-converted-to-common-stock basis). Common stock warrants As of December 31, 2017, the Company had outstanding warrants to purchase common stock as follows: Warrant Issuance Date Expiration Date Exercise Price Per Share Number of Warrants Outstanding Warrants issued in exchange for CombiMatrix Series D warrants November 14, 2017 December 19, 2018 $ 53.84 337,584 Warrants issued in exchange for CombiMatrix Series F warrants November 14, 2017 March 24, 2021 $ 5.95 1,507,645 Warrants issued to lender under Loan and Security Agreement March 15, 2017 March 15, 2027 $ 10.27 116,845 1,962,074 The exercise price of warrants issued in exchange for CombiMatix Series D and Series F warrants was determined pursuant to the terms of the Merger Agreement (See Note 3). The exercise price of the warrants issued to the lender under the Loan and Security Agreement was the closing price of the Company’s common stock on the date of the agreement. |
Stock incentive plans
Stock incentive plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock incentive plans | 9. Stock incentive plans Stock incentive plans In 2010, the Company adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors, and consultants under terms and provisions established by the Board of Directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than fair market value. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market of the common stock on the grant date, as determined by the Board of Directors. The terms of options granted under the 2010 Plan may not exceed ten years. In January 2015, the Company adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which became effective upon the closing of the Company’s initial public offering (“IPO”). The 2015 Plan had 4,370,452 shares of common stock reserved for future issuance at the time of its effectiveness, which included 120,452 shares under the 2010 Plan which were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards. Options granted generally vest over a period of four years. Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the award vests upon the first anniversary of the employee’s date of hire, with the remainder of the award vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule. RSUs generally vest over a period of three years. Typically, the vesting schedule for RSUs provides that one third of the award vests upon each anniversary of the grant date. In February 2016, the Company granted PRSUs under the 2015 Plan, which PRSUs could be earned based on the achievement of specified performance conditions measured over a period of approximately 12 months. In February 2017, upon the Audit Committee’s determination of the level of achievement, 352,045 fully vested stock units were awarded to holders of PRSUs. Based on its evaluations of the probability of achieving performance conditions, the Company recorded stock-based compensation expense of $0.4 million and $1.9 million for the years ended December 31, 2017 and 2016, respectively, related to the PRSUs. Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except share and per share amounts and years): Shares Available For Grant Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value (000's) Balances at December 31, 2016 1,375,766 4,490,662 $ 8.21 8.11 $ 5,312 Additional shares reserved 2,923,183 — Options granted (607,398 ) 607,398 $ 9.20 Options cancelled 595,763 (595,763 ) $ 9.67 Options exercised (387,423 ) $ 4.38 RSUs granted (2,360,511 ) RSUs cancelled 292,471 PRSUs cancelled 177,960 Balances at December 31, 2017 2,397,234 4,114,874 $ 8.51 7.63 $ 5,128 Options exercisable at December 31, 2017 2,213,417 $ 7.75 7.09 $ 4,411 Options vested and expected to vest at December 31, 2017 3,861,828 $ 8.45 7.59 $ 5,043 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock for stock options that were in-the-money. The weighted-average fair value of options to purchase common stock granted was $5.82, $6.18 and $6.26 in the years ended December 31, 2017, 2016 and 2015, respectively. The weighted-average fair value of RSUs granted was $10.03, $9.80 and $10.72 in the years ended December 31, 2017, 2016 and 2015, respectively. No PRSUs were granted in the year ended December 31, 2017 and the weighted average fair value of PRSUs granted in the year ended December 31, 2016 was $6.50. The total grant-date fair value of options to purchase common stock vested was $6.9 million, $5.6 million and $2.1 million in the year ended December 31, 2017 and 2016, respectively. The intrinsic value of options to purchase common stock exercised was $2.1 million, $1.4 million and $1.2 million in the years ended December 31, 2017, 2016 and 2015, respectively. The following table summarizes RSU and PRSU activity for the year ended December 31, 2017: Number of Shares Weighted- Average Grant Date Fair Value Balance at December 31, 2016 1,421,757 $ 8.77 RSUs granted 2,360,511 $ 10.03 RSUs vested (572,672 ) $ 10.51 PRSUs vested (352,045 ) $ 6.54 RSUs cancelled (292,471 ) $ 10.17 PRSUs cancelled (177,960 ) $ 6.53 Balance at December 31, 2017 2,387,120 $ 9.91 2015 employee stock purchase plan In January 2015, the Company adopted the 2015 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the closing of the IPO. Employees participating in the ESPP may purchase common stock at 85% of the lesser of the fair market value of common stock on the purchase date or last trading day preceding the offering date. At December 31, 2017, cash received from payroll deductions pursuant to the ESPP was $0.4 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, 2017, a total of 307,538 shares of common stock are reserved for issuance under the ESPP. Stock-based compensation The Company uses the grant date fair value of its common stock to value both employee and non-employee options when granted. The Company revalues non-employee options each reporting period using the fair market value of the Company’s common stock as of the last day of each reporting period. In determining the fair value of stock options and ESPP purchases, the Company uses the Black-Scholes option-pricing model and, for stock options, the assumptions discussed below. Each of these inputs is subjective and its determination generally requires significant judgment. The fair value of RSU and PRSU awards is based on the grant date share price. Compensation cost is recognized as expense on a straight-line basis over the vesting period for options and RSUs and on an accelerated basis for PRSUs. In 2016, the Company modified certain stock options and RSU awards. The terms of the stock option modifications included acceleration of vesting and extensions of post-termination exercise periods. The terms of the RSU award modifications included acceleration of vesting. A total of 14 employees were affected by the stock option and RSU modifications and the total incremental compensation cost relating to these modifications was $323,000. Expected term —The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term). Expected volatility —Because the Company was privately held until February 2015 and did not have any trading history for its common stock prior to its IPO, the expected volatility was estimated based on the average volatility for comparable publicly traded biopharmaceutical companies over a period equal to the expected term of stock option grants and restricted stock units. When selecting comparable companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. Historical volatility data has been computed using the daily closing prices for the selected companies’ common stock during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company estimates expected volatility for ESPP purchases using its own stock price volatility over the expected, six-month term ESPP purchase periods. Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. Dividend yield —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. The fair value of share-based payments for stock options granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing model based on the following assumptions: Year Ended December 31, 2017 2016 2015 Expected term (in years) 6.03 6.03 6.03 Expected volatility 72.64% 71.42% 68.2 – 79.7% Risk-free interest rate 2.01% 1.37% 1.28 – 1.86% Dividend yield — — — Stock-based compensation related to stock options granted to non-employees is recognized as the stock options vest. The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option-pricing model based on the following assumptions: Year Ended December 31, 2017 2016 2015 Expected term (in years) 8.41 – 8.83 6.25 – 10.00 7.25 – 9.82 Expected volatility 69.9 – 78.70% 76.92% 69.9 – 78.70% Risk-free interest rate 1.83 – 2.04% 1.55 – 2.37% 1.86 – 2.25% Dividend yield — — — 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, 2017, 2016 and 2015, the weighted average grant date fair value per share for the ESPP was $2.51, $2.66 and $2.17, respectively and stock‑based compensation expense for the ESPP was $1.1 million, $0.9 million and $102,000, respectively. The fair value of the shares purchased pursuant to the ESPP was estimated using the following assumptions: Year Ended December 31, 2017 2016 2015 Expected term (in years) 0.50 0.50 0.50 Expected volatility 52.50 % 66.31 % 74.13 % Risk-free interest rate 1.23 % 0.50 % 0.33 % Dividend yield — — — The following table summarizes stock-based compensation expense for the years ended December 31, 2017, 2016 and 2015, included in the consolidated statements of operations (in thousands): Year Ended December 31, 2017 2016 2015 Cost of test revenue $ 2,093 $ 1,353 $ 368 Research and development 6,158 4,976 1,545 Selling and marketing 3,956 1,709 688 General and administrative 7,014 2,661 876 Total stock-based compensation expense $ 19,221 $ 10,699 $ 3,477 At December 31, 2017, unrecognized compensation expense related to unvested stock options, net of estimated forfeitures, was $9.0 million, which the Company expects to recognize on a straight-line basis over a weighted-average period of 2.2 years. Unrecognized compensation expense related to RSUs at December 31, 2017, net of estimated forfeitures, was $14.6 million, which the Company expects to recognize on a straight-line basis over a weighted-average period of 2.1 years. At December 31, 2017, there was no unrecognized compensation expense related to PRSUs and no capitalized stock-based employee compensation. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 10. Income taxes The Company recorded a benefit for income taxes in the year ended December 31, 2017. The Company did not record a provision or benefit for income taxes during the years ended December 31, 2016 and 2015. The components of loss before income taxes by U.S. and foreign jurisdictions are as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 124,108 $ 99,793 $ 88,112 Foreign 1,128 463 1,670 Total $ 125,236 $ 100,256 $ 89,782 The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2017 2016 2015 Current $ — $ — $ — Federal — — — State — — — Foreign — — — Total Current — — — Deferred Federal (1,704 ) — — State (152 ) — — Foreign — — — Total Deferred (1,856 ) — — Tax Provision $ (1,856 ) $ — $ — The following table presents a reconciliation of the tax expense computed at the statutory federal rate and the Company’s tax expense for the periods presented: Year Ended December 31, 2017 2016 2015 U.S. federal taxes at statutory rate 34.0 % 34.0 % 34.0 % State taxes (net of federal benefit) 3.3 % 1.4 % 0.8 % Stock-based compensation (1.1 )% (1.7 )% (— )% Non-deductible expenses (— )% 0.2 % (0.8 )% Foreign tax differential (0.3 )% (0.2 )% (0.2 )% Other (— )% 1.1 % (— )% Change in valuation allowance (34.4 )% (34.8 )% (33.8 )% Change in deferred—Tax Reform (39.0 )% (— )% (— )% Change in valuation allowance—Tax Reform 39.0 % (— )% (— )% Total 1.5 % (— )% (— )% The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows (in thousands): As of December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 70,825 $ 76,353 Tax credits 15 13 Revenue recognition reserves 29,819 14,291 Accruals and other 5,544 3,405 Gross deferred tax assets 106,203 94,062 Valuation allowance (95,687 ) (93,666 ) Net deferred tax assets 10,516 396 Deferred tax liabilities: Property and equipment (10,516 ) (396 ) Total deferred tax liabilities (10,516 ) (396 ) Net deferred tax assets $ — $ — On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes including 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 is generally effective January 1, 2018, GAAP requires 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, the Company recorded a provisional estimate to reduce deferred tax assets by $48.8. The reduction in deferred tax assets was offset by a corresponding reduction in the valuation allowance resulting in no net impact to tax expense. On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, the Company has been able to make a reasonable estimate of the impact to deferred taxes as a result of Tax Reform. The Company has recorded a provisional estimate which resulted in a $48.8 million reduction in deferred tax assets as of December 31, 2017. The provisional amount will be updated as IRS, Treasury and state tax guidance is issued and as the Company finalizes its deferred tax accounting for the GSG and CombiMatrix acquisitions. The Company has established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding realization of such assets. During 2017, the change in the valuation allowance of $2.0 million consisted of a $50.8 million increase as result of operations with an offsetting $48.8 million reduction due to the Tax Act. The valuation allowance increased by $33.4 million during the year ended December 31, 2016 as a result of operations. As of December 31, 2017, the Company had net operating loss carryforwards of approximately $292.2 million and $145.6 million available to reduce future taxable income, if any, for Federal and state income tax purposes, respectively. The U.S. Federal and California state net operating loss carryforwards will begin to expire in 2018. As of December 31, 2017, the Company had research and development credit carryforwards of approximately $5.5 million and $5.1 million available to reduce its future tax liability, if any, for Federal and California state income tax purposes, respectively. The Federal credit carryforwards begin to expire in 2030. California credit carryforwards have no expiration date. Internal Revenue Code 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 (“NOL”) 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 in August 2017 and CombiMatrix in November 2017, tax loss carryforwards from acquired entities are also subject to the Section 382 limitation due to the change in control in the acquired entities in the current year. The Company performed an IRC Section 382 analysis for Good Start Genetics and CombiMatrix and concluded that a substantial portion of the acquired operating loss and credit carryovers would expire unused as a result of annual limitations under IRC sections 382 and 383. As a result, the federal and state operating loss and credit carryforwards acquired in connection with the Good Start Genetics and CombiMatrix acquisitions were reduced by the amount of tax attributes estimated to expire during their respective carryforward periods. In addition, as a result of equity issued in connection with its 2017 acquisitions, the Company also performed an IRC section 382 analysis through December 31, 2017 with respect to its legacy operating loss and credit carryforwards. The Company concluded while an ownership change occurred in 2017 as defined under IRC section 382, none of the Company’s legacy carryforwards would expire unused solely as a result of annual limitations imposed on the use of the carryforwards under IRC sections 382 and 383. As of December 31, 2017, the Company had unrecognized tax benefits of $10.6 million, none of which would currently affect the Company’s effective tax rate if recognized due to the Company’s deferred tax assets being fully offset by a valuation allowance. Unrecognized tax benefits are not expected to change in the next 12 months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, 2017 2016 2015 Unrecognized tax benefits, beginning of period $ 7,791 $ 11,429 $ 5,661 Gross increases—current period tax positions 2,552 782 2,993 Gross increases—prior period tax positions 218 (4,420 ) 2,775 Unrecognized tax benefits, end of period $ 10,561 $ 7,791 $ 11,429 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, 2017, 2016 and 2015. The Company’s major tax jurisdictions are the United States and California. All of the Company’s tax years will remain open for examination by the Federal and state tax authorities for three and four years, respectively, from the date of utilization of the net operating loss or research and development credit. The Company does not have any tax audits pending. |
Net loss per common share
Net loss per common share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net loss per common share | 11. Net loss per common share The following table presents the calculation of basic and diluted net loss per common share for the years ended December 31, 2017, 2016 and 2015 (in thousands, except share and per share amounts): Year ended December 31, 2017 2016 2015 Net loss $ (123,380 ) $ (100,256 ) $ (89,782 ) Shares used in computing net loss per share, basic and diluted 46,511,739 33,176,305 28,213,324 Net loss per share, basic and diluted $ (2.65 ) $ (3.02 ) $ (3.18 ) The following common stock equivalents have been excluded from diluted net loss per share for the years ended December 31, 2017, 2016 and 2015 because their inclusion would be anti-dilutive: Year Ended December 31, 2017 2016 2015 Shares of common stock subject to outstanding options 4,114,874 4,490,662 3,659,713 Shares of common stock subject to outstanding warrants 1,962,074 — — Shares of common stock subject to outstanding RSUs 2,387,120 891,752 482,818 Shares of common stock subject to outstanding PRSUs — 530,005 — Shares of common stock pursuant to ESPP 59,259 55,078 45,963 Shares of common stock underlying Series A convertible preferred stock 3,458,823 — — Shares of common stock subject to unvested early exercise of outstanding options subject to repurchase — — 4,659 Total shares of common stock equivalents 11,982,150 5,967,497 4,193,153 |
Geographic information
Geographic information | 12 Months Ended |
Dec. 31, 2017 | |
Segments Geographical Areas [Abstract] | |
Geographic information | 12. 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, 2017 2016 2015 United States $ 62,446 $ 20,758 $ 5,432 Canada 3,226 2,526 2,112 Rest of world 2,549 1,764 834 Total revenue $ 68,221 $ 25,048 $ 8,378 Long-lived assets (net) by location are summarized as follows (in thousands): December 31, 2017 2016 2015 United States $ 30,341 $ 23,793 $ 17,180 Chile — — 1,529 Total long-lived assets, net $ 30,341 $ 23,793 $ 18,709 |
Selected Quarterly Data (Unaudi
Selected Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data (Unaudited) | 13. Selected quarterly data (unaudited) The following table contains quarterly financial information for 2017 and 2016. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Three Months Ended (In thousands, except per share amounts) Dec 31, 2017 Sept 30, 2017 June 30, 2017 Mar 31, 2017 Dec 31, 2016 Sept 30, 2016 June 30, 2016 Mar 31, 2016 Revenue $ 25,399 $ 18,148 $ 14,336 $ 10,338 $ 9,236 $ 6,276 $ 5,581 $ 3,955 Loss from operations $ (34,891 ) $ (30,976 ) $ (28,075 ) $ (27,337 ) $ (24,952 ) $ (24,906 ) $ (24,835 ) $ (25,490 ) Net loss $ (40,493 ) $ (27,402 ) $ (28,557 ) $ (26,928 ) $ (24,848 ) $ (24,971 ) $ (24,847 ) $ (25,590 ) Net loss per share, basic and diluted $ (0.78 ) $ (0.57 ) $ (0.66 ) $ (0.64 ) $ (0.69 ) $ (0.77 ) $ (0.77 ) $ (0.80 ) |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14. Subsequent event On February 26, 2018, the Company entered into an agreement (the “Amended 2017 Loan Agreement”) to modify the Loan and Security Agreement pursuant to which the Company is eligible to borrow a third term loan of $20.0 million in the second quarter of 2018. If the third term loan becomes available and is not fully drawn, a line fee of 1% will be applied to the difference between $20.0 million and the amount drawn. The Amended 2017 Loan Agreement adds a quarterly covenant to achieve certain accession volumes. Substantially all other terms of the Amended 2017 Loan Agreement are consistent with the terms of the Loan and Security Agreement. |
Summary of significant accoun24
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company believes judgment is involved in determining revenue recognition; the acquisition-date fair value of intangible assets; the fair value of contingent consideration associated with acquisitions; the recoverability of long-lived assets; impairment of goodwill and intangible assets; stock-based compensation expense; and income tax uncertainties. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates and assumptions. |
Concentrations of credit risk and other risks and uncertainties | Concentrations of credit risk and other risks and uncertainties Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. The Company’s cash and cash equivalents are held by financial institutions in the United States. Such deposits may exceed federally insured limits. The Company does not perform evaluations of customers’ financial condition and does not require collateral. Significant customers are those that represent 10% or more of the Company’s total revenue for each year presented on the statements of operations. For each significant customer, revenue as a percentage of total revenue is as follows: December 31, Customers 2017 2016 2015 Customer A 13 % 11 % * Customer B * * 13 % * Less than 10% of total revenue Customer A represented 13% of accounts receivable in the consolidated financial statements as of December 31, 2017. No single customer represented 10% or more of accounts receivable in the consolidated financial statements as of December 31, 2016. |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market funds and U.S. government agency securities. |
Marketable securities | Marketable securities All marketable securities have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its marketable debt securities at the time of purchase and reevaluates such designation at each balance sheet date. Short-term marketable securities have maturities less than 365 days at the balance sheet date. Unrealized gains and losses are excluded from earnings and are reported as a component of other comprehensive loss. Realized gains and losses and declines in fair value judged to be other than temporary, if any, on available-for-sale securities are included in interest and other income (expense), net. The cost of securities sold is based on the specific-identification method. Interest on marketable securities is included in interest and other income (expense), net. |
Accounts receivable | Accounts receivable The Company receives payment for its tests from partners, patients, institutional customers and third-party payers. For most payers, the Company has not been able to demonstrate a predictable pattern of collectability, and therefore recognizes revenue when payment is received. For payers who have demonstrated a consistent pattern of payment of tests billed, the Company recognizes revenue, at estimated realizable amounts, upon delivery of test results. Accounts receivable balances primarily represent partner, patient, institutional customer and Medicare billings. |
Restricted cash | Restricted cash Restricted cash consists of money market funds that serve as: collateral for a security deposit for the Company’s lease agreement for its production facility and headquarters; collateral for security deposits for facilities of the Company’s subsidiary Good Start; collateral for a credit card agreement at one of the Company’s financial institutions; and for securing a letter of credit as collateral for a facility sublease agreement. Cash, cash equivalents and restricted cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): December 31, 2017 December 31, 2016 Cash and cash equivalents $ 12,053 $ 66,825 Restricted cash 5,406 4,697 Total cash, cash equivalents and restricted cash $ 17,459 $ 71,522 |
Business combinations | Business combinations The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under FASB Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. |
Intangible assets | Intangible assets Amortizable intangible assets include trade names, non-compete agreements, developed technology and customer relationships acquired as part of business combinations. Customer relationships are amortized on an accelerated basis, utilizing free cash flows, over periods ranging from five years to eleven years. All other intangible assets subject to amortization are amortized using the straight-line method over their estimated useful lives ranging from two to 15 years. All intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, Property, Plant and Equipment. |
Goodwill | Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other . The Company performed its first annual impairment review of its goodwill balance as of October 1, 2017. The Company determined, after performing a quantitative review, that it is more likely than not that the fair value of its reporting unit is substantially in excess of its carrying amount. Accordingly, there was no impairment. The Company did not incur any goodwill impairment losses in any of the periods presented. |
Leases | Leases The Company rents its facilities under operating lease agreements and recognizes related rent expense on a straight-line basis over the term of the applicable lease agreement. Some of the lease agreements contain rent holidays, scheduled rent increases, lease incentives, and renewal options. Rent holidays and scheduled rent increases are included in the determination of rent expense to be recorded over the lease term. Lease incentives are recognized as a reduction of rent expense on a straight-line basis over the term of the lease. Renewals are not assumed in the determination of the lease term unless they are deemed to be reasonably assured at the inception of the lease. The Company recognizes rent expense beginning on the date it obtains the legal right to use and control the leased space. |
Property and equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight‑line method over the estimated useful lives of the assets, generally between three and seven years. Leasehold improvements are amortized using the straight‑line method over the shorter of the estimated useful life of the asset or the term of the lease. Amortization expense of assets acquired through capital leases is included in depreciation and amortization expense in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in the statements of operations in the period realized. The useful lives of the property and equipment are as follows: Furniture and fixtures 7 years Automobiles 7 years Laboratory equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of lease term or estimated useful life |
Long-lived assets | Long‑lived assets The Company reviews long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. The Company recorded asset impairment losses of $1.0 million in 2016 relating to leasehold improvements and to the shutdown of the Company’s Chilean operations. All impairment losses were charged to general and administrative expense. There were no impairment losses recorded for any other period presented. |
Fair value of financial instruments | Fair value of financial instruments The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, capital leases and debt. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to the Company, the carrying value of capital leases approximates fair value. See Note 6, “Fair value measurements” for disclosure of the fair value of debt and further information on the fair value of the Company’s financial instruments. |
Revenue recognition | Revenue recognition Test revenue is generated primarily from the sale of tests that provide analysis and associated interpretation of the sequencing of parts of the genome. Revenue associated with subsequent re-requisition services and family variant tests was de minimis for all periods presented. Test revenue is recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. The criterion for whether the fee is fixed or determinable and whether collectability is reasonably assured are based on management’s judgments. When evaluating collectability, in situations where contracted reimbursement coverage does not exist, the Company considers whether the Company has sufficient history to reliably estimate a payer’s individual payment patterns. The Company reviews the number of tests paid against the number of tests billed over at least six months of payment history and the payer’s outstanding balance for unpaid tests to determine whether payments are being made at a consistently high percentage of tests billed and at appropriate amounts given the amount billed. For most payers, the Company has not been able to demonstrate a predictable pattern of collectability, and therefore recognizes revenue when payment is received. For payers who have demonstrated a consistent pattern of payment of tests billed at appropriate amounts, the Company recognizes revenue, at estimated realizable amounts, upon delivery of test results. Other revenue consists primarily of revenue from genome network subscription services which is recognized on a straight-line basis over the subscription term, and revenue from collaboration agreements. |
Cost of test revenue | Cost of test revenue Cost of test revenue reflects the aggregate costs incurred in delivering the genetic testing results to clinicians and includes expenses for personnel costs including stock-based compensation, materials and supplies, equipment and infrastructure expenses associated with testing and allocated overhead including rent, equipment depreciation and utilities. Costs associated with performing the Company’s test are recorded as the test is processed regardless of whether and when revenue is recognized with respect to that test. |
Income taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. |
Stock-based compensation | Stock-based compensation The Company measures its stock-based payment awards made to employees and directors based on the estimated fair values of the awards and recognizes the compensation expense over the requisite service period. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and employee stock purchase plan (“ESPP”) purchases. The fair value of restricted stock unit (“RSU”) awards with time-based vesting terms is based on the grant date share price. The Company grants performance-based restricted stock unit (“PRSU”) awards to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service relationship with the Company. The probability of vesting is assessed at each reporting period and compensation cost is adjusted based on this probability assessment. The Company recognizes such compensation expense on an accelerated vesting method. Stock-based compensation expense for awards without a performance condition is recognized using the straight-line method. Stock-based compensation expense is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company accounts for compensation expense related to stock options granted to non-employees based on fair values estimated using the Black-Scholes option-pricing model. Stock options granted to non-employees are re-measured at each reporting date until the award is vested. The Company accounts for stock issued as compensation in connection with business combinations based on the fair value of the Company’s common stock on the date of issuance. |
Advertising | Advertising Advertising expenses are expensed as incurred. The Company recorded advertising expenses of $0.6 million, $0.5 million and $0.4 million in 2017, 2016 and 2015, respectively. |
Comprehensive loss | Comprehensive loss Comprehensive loss is composed of two components: net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity (deficit), but are excluded from net loss. The Company’s other comprehensive loss consists of unrealized losses on investments in available-for-sale securities. |
Net loss per common share | Net loss per common share Basic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities, consisting of preferred stock, options to purchase common stock, common stock warrants, RSUs and PRSUs, are considered to be common stock equivalents and were excluded from the calculation of diluted net loss per share because their effect would be antidilutive for all periods presented. |
Recent accounting pronouncements | Recent accounting pronouncements Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”), which requires an entity to recognize the amount of revenue to which it expects to be entitled upon the transfer of control of the promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. Topic 606 provides for the use of either of two methods of adoption: retrospectively to each prior reporting period presented (the full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company implemented Topic 606 effective January 1, 2018 using the modified retrospective method. Based upon its work performed to date, the Company expects the implementation of Topic 606 will have a significant impact on its accounts receivable at January 1, 2018, and the timing of revenue recognition for its diagnostic test revenue thereafter. Under current GAAP, the Company recognizes test revenue generated from the majority of third-party payers on a cash basis, while under Topic 606, the Company will recognize the vast majority of test revenue on an accrual basis at the time of delivery of genetic test results to its customers. The accrual amounts to be recognized under Topic 606 in periods subsequent to the date of transition will be based on an estimate of the consideration that the Company expects to receive, and such estimates will be updated and subsequently adjusted as necessary until fully settled. This policy change will result in earlier revenue recognition under ASC 606 relative to the cash-basis revenue recognition policy utilized by the Company through December 31, 2017 for many of its payers. The Company has not completed the work required to implement Topic 606 as of January 1, 2018. The work required to complete the implementation primarily relates to the determination of estimated variable consideration, including such consideration arising from recently acquired businesses, as of the date of transition. Recently adopted accounting pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In December 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting The Company has determined there are no other recently adopted or issued accounting standards that had, or will have, a material impact on its consolidated financial statements. |
Prior period reclassifications | Prior period reclassifications Revenue amounts in prior periods have been reclassified to conform with current period presentation, which separates test revenue from other revenue, which consists principally of revenue from genome network subscription services and collaboration arrangements. |
Summary of significant accoun25
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule significant customer, revenue as a percentage | December 31, Customers 2017 2016 2015 Customer A 13 % 11 % * Customer B * * 13 % * Less than 10% of total revenue |
Reconciliation of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands): December 31, 2017 December 31, 2016 Cash and cash equivalents $ 12,053 $ 66,825 Restricted cash 5,406 4,697 Total cash, cash equivalents and restricted cash $ 17,459 $ 71,522 |
Schedule of useful lives of property and equipment | The useful lives of the property and equipment are as follows: Furniture and fixtures 7 years Automobiles 7 years Laboratory equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of lease term or estimated useful life |
Business combinations (Tables)
Business combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of pro forma financial information | The following table summarizes the pro forma financial information for the years ended December 31, 2017 and 2016 (in thousands): Year Ended December 31, 2017 2016 Total revenue $ 94,001 $ 62,991 Net loss $ (149,596 ) $ (123,148 ) |
AltaVoice | |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 54 Accounts receivable 274 Prepaid expense and other assets 52 Non-compete agreement 286 Developed technology 570 Customer relationships 3,389 Total identifiable assets acquired 4,625 Accounts payable (28 ) Deferred revenue (202 ) Accrued expenses (21 ) Deferred tax liability (1,422 ) Total liabilities assumed (1,673 ) Net identifiable assets acquired 2,952 Goodwill 9,432 Net assets acquired $ 12,384 |
Schedule of economic benefits of intangible assets are expected to be realized | Acquisition-related intangibles included in the above table are finite-lived. Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of ten years. All other acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Non-compete agreement $ 286 5 Developed technology 570 6 Customer relationships 3,389 10 $ 4,245 |
Ommdom, Inc. | |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 53 Accounts receivable 10 Prepaid expense and other assets 4 Trade name 13 Developed technology 2,335 Customer relationships 147 Total identifiable assets acquired 2,562 Accounts payable (16 ) Accrued expenses (17 ) Deferred tax liability (434 ) Total liabilities assumed (467 ) Net identifiable assets acquired 2,095 Goodwill 4,045 Net assets acquired $ 6,140 |
Schedule of economic benefits of intangible assets are expected to be realized | Finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Trade name $ 13 5 Developed technology 2,335 5 Customer relationships 147 5 $ 2,495 |
Good Start Genetics | |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash and restricted cash $ 1,381 Accounts receivable 2,904 Prepaid expense and other assets 1,579 Property and equipment 1,320 Trade name 460 Developed technology 5,896 Customer relationships 7,830 Total identifiable assets acquired 21,370 Accounts payable (5,418 ) Accrued expenses (6,802 ) Notes payable (17,904 ) Convertible promissory notes payable (15,430 ) Other liabilities (222 ) Total liabilities assumed (45,776 ) Net identifiable assets acquired (24,406 ) Goodwill 24,406 Net assets acquired $ — |
Schedule of economic benefits of intangible assets are expected to be realized | Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of eight years. All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Trade name $ 460 3 Developed technology 5,896 5 Customer relationships 7,830 8 $ 14,186 |
CombiMatrix | |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash and restricted cash $ 1,333 Accounts receivable 4,118 Prepaid expense and other assets 1,299 Property and equipment 437 Other assets - non current 30 Favorable leases 247 Trade name 103 Patent licensing agreement 496 Developed technology 3,162 Customer relationships 12,397 Total identifiable assets acquired 23,622 Accounts payable (276 ) Accrued expenses (3,925 ) Other liabilities (180 ) Total liabilities assumed (4,381 ) Net identifiable assets acquired 19,241 Goodwill 8,692 Net assets acquired $ 27,933 |
Schedule of economic benefits of intangible assets are expected to be realized | Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of eleven years. All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Favorable leases $ 247 2 Trade name 103 1 Patent licensing agreement 496 15 Developed technology 3,162 4 Customer relationships 12,397 11 $ 16,405 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of goodwill | Details of the Company’s goodwill for the year ended December 31, 2017 are as follows (in thousands): AltaVoice Ommdom Good Start CombiMatrix Total Balance as of December 31, 2016 $ — $ — $ — $ — $ — Goodwill acquired 9,432 4,045 29,366 8,692 51,535 Goodwill adjustment — — (4,960 ) — (4,960 ) Balance as of December 31, 2017 $ 9,432 $ 4,045 $ 24,406 $ 8,692 $ 46,575 |
Schedule of finite-lived intangible assets | The following table presents details of the Company’s finite-lived intangible assets as of December 31, 2017 (in thousands): Cost Accumulated Amortization Net Weighted Average Useful Life (in Years) Weighted Average Estimated Remaining Useful Life (in Years) Customer relationships $ 23,763 $ (717 ) $ 23,046 10.0 9.6 Developed technology 11,963 (949 ) 11,014 4.8 4.4 Non-compete agreement 286 (57 ) 229 5.0 4.0 Trade name 576 (78 ) 498 2.7 2.3 Patent licensing agreement 496 (4 ) 492 15.0 14.9 Favorable leases 247 (10 ) 237 2.2 2.1 $ 37,331 $ (1,815 ) $ 35,516 8.2 7.8 |
Summary of estimated future amortization expense of intangible assets with finite lives | The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2017 (in thousands): Amount 2018 $ 5,059 2019 5,250 2020 5,525 2021 5,829 2022 4,123 Thereafter 9,730 $ 35,516 |
Balance sheet components (Table
Balance sheet components (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule cash, cash equivalents, short-term investments, and long-term investments | The following is a summary of cash equivalents and marketable securities (in thousands): December 31, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 5,998 $ — $ — $ 5,998 Certificates of deposit 300 — — 300 U.S. treasury notes 12,010 — (19 ) 11,991 U.S. government agency securities 46,451 — (152 ) 46,299 $ 64,759 $ — $ (171 ) $ 64,588 Reported as: Cash equivalents $ 592 Restricted cash 5,406 Marketable securities 58,590 Total cash equivalents, restricted cash and marketable securities $ 64,588 December 31, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 19,457 $ — $ — $ 19,457 U.S. treasury notes 11,515 2 — 11,517 U.S. government agency securities 14,283 — (2 ) 14,281 $ 45,255 $ 2 $ (2 ) $ 45,255 Reported as: Cash equivalents $ 14,760 Restricted cash 4,697 Marketable securities 25,798 Total cash equivalents, restricted cash and marketable securities $ 45,255 |
Schedule of Property and equipment | Property and equipment consisted of the following (in thousands): December 31, 2017 December 31, 2016 Leasehold improvements $ 12,623 $ 1,256 Laboratory equipment 17,705 13,644 Equipment under capital lease 11,446 5,871 Computer equipment 4,023 2,514 Software 2,520 2,489 Furniture and fixtures 569 238 Automobiles 20 20 Construction-in-progress 965 12,229 Total property and equipment, gross 49,871 38,261 Accumulated depreciation and amortization (19,530 ) (14,468 ) Total property and equipment, net $ 30,341 $ 23,793 |
Schedule of Accrued liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2017 December 31, 2016 Accrued compensation and related expenses $ 7,406 $ 3,072 Accrued laboratory materials purchases 1,242 338 Accrued outsourced services 142 — Accrued professional services 1,077 446 Accrued construction in progress — 1,215 Lease incentive obligation, current 489 468 Liabilities associated with business combinations 9,497 — Other 2,889 1,172 Total accrued liabilities $ 22,742 $ 6,711 |
Schedule of Other long-term liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2017 December 31, 2016 Lease incentive obligation, non-current $ 3,831 $ 4,243 Deferred rent, non-current 5,153 3,419 Liabilities associated with business combination 3,779 — Other non-current liabilities 677 175 Total other long-term liabilities $ 13,440 $ 7,837 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial instruments at fair value on a recurring basis | The following tables set forth the fair value of the Company’s consolidated financial instruments that were measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016 (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 5,998 $ — $ — $ 5,998 Certificates of deposit 300 — — 300 U.S. treasury notes 11,991 — — 11,991 U.S. government agency securities — 46,299 — 46,299 Total financial assets $ 18,289 $ 46,299 $ — $ 64,588 Financial liabilities: Contingent consideration $ — $ — $ 3,779 $ 3,779 Total financial liabilities $ — $ — $ 3,779 $ 3,779 December 31, 2016 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 19,457 $ — $ — $ 19,457 U.S. treasury notes 11,517 — — 11,517 U.S. government agency securities — 14,281 — 14,281 Total financial assets $ 30,974 $ 14,281 $ — $ 45,255 |
Financial instruments measured at fair value on a recurring basis | The following table presents the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands): Level 3 Contingent Consideration Liability Balance as of December 31, 2016 $ — Contingent consideration 2,200 Change in estimate of fair value 1,579 Balance as of December 31, 2017 $ 3,779 |
Carrying amount and the estimated fair value of the Company's outstanding debt | The carrying amount and the estimated fair value of the Company’s outstanding debt at December 31, 2017 and December 31, 2016, are as follows (in thousands): December 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Debt $ 39,084 $ 40,526 $ 12,102 $ 11,905 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under operating leases | Future minimum payments under non-cancelable operating leases as of December 31, 2017 are as follows (in thousands): Amounts 2018 $ 9,707 2019 9,633 2020 9,512 2021 9,727 2022 9,676 Thereafter 29,846 Total minimum lease payments $ 78,101 |
Schedule of future payments under loan and security agreement | Future payments under the Loan and Security Agreement as of December 31, 2017 are as follows (in thousands): Amounts 2018 $ 3,691 2019 12,587 2020 15,988 2021 14,716 2022 5,482 Thereafter — Total remaining debt payments 52,464 Less: amount representing debt discount (916 ) Less: amount representing interest (12,464 ) Present value of remaining debt payments 39,084 Less: current portion — Total non-current debt obligation $ 39,084 |
Schedule of future minimum lease payments under capital leases | Future payments under capital leases at December 31, 2017 are as follows (in thousands): Amounts 2018 $ 2,369 2019 2,087 2020 1,394 2021 21 Total capital lease obligations 5,871 Less: amount representing interest (459 ) Present value of net minimum capital lease payments 5,412 Less: current portion (2,039 ) Total non-current capital lease obligations $ 3,373 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders Equity Note [Abstract] | |
Schedule of shares of common stock reserved for future issuance | As of December 31, 2017 2016 Options issued and outstanding 4,114,874 4,490,662 RSU awards issued and outstanding 2,387,120 1,421,757 Shares available for grant under stock option plan 2,397,234 1,375,766 Shares reserved for issuance under the 2015 Employee Stock Purchase Plan 307,538 274,686 Common stock underlying warrants 1,962,074 — Common stock issuable upon conversion of preferred stock 3,458,823 — Common stock underlying stock payable liabilities 689,347 — Common stock payable as contingent consideration 550,660 — Total 15,867,670 7,562,871 |
Schedule of outstanding warrants to purchase common stock | As of December 31, 2017, the Company had outstanding warrants to purchase common stock as follows: Warrant Issuance Date Expiration Date Exercise Price Per Share Number of Warrants Outstanding Warrants issued in exchange for CombiMatrix Series D warrants November 14, 2017 December 19, 2018 $ 53.84 337,584 Warrants issued in exchange for CombiMatrix Series F warrants November 14, 2017 March 24, 2021 $ 5.95 1,507,645 Warrants issued to lender under Loan and Security Agreement March 15, 2017 March 15, 2027 $ 10.27 116,845 1,962,074 |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of activity under the plans | Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except share and per share amounts and years): Shares Available For Grant Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value (000's) Balances at December 31, 2016 1,375,766 4,490,662 $ 8.21 8.11 $ 5,312 Additional shares reserved 2,923,183 — Options granted (607,398 ) 607,398 $ 9.20 Options cancelled 595,763 (595,763 ) $ 9.67 Options exercised (387,423 ) $ 4.38 RSUs granted (2,360,511 ) RSUs cancelled 292,471 PRSUs cancelled 177,960 Balances at December 31, 2017 2,397,234 4,114,874 $ 8.51 7.63 $ 5,128 Options exercisable at December 31, 2017 2,213,417 $ 7.75 7.09 $ 4,411 Options vested and expected to vest at December 31, 2017 3,861,828 $ 8.45 7.59 $ 5,043 |
Summary of RSU and PRSU activity | The following table summarizes RSU and PRSU activity for the year ended December 31, 2017: Number of Shares Weighted- Average Grant Date Fair Value Balance at December 31, 2016 1,421,757 $ 8.77 RSUs granted 2,360,511 $ 10.03 RSUs vested (572,672 ) $ 10.51 PRSUs vested (352,045 ) $ 6.54 RSUs cancelled (292,471 ) $ 10.17 PRSUs cancelled (177,960 ) $ 6.53 Balance at December 31, 2017 2,387,120 $ 9.91 |
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, 2017, 2016 and 2015, included in the consolidated statements of operations (in thousands): Year Ended December 31, 2017 2016 2015 Cost of test revenue $ 2,093 $ 1,353 $ 368 Research and development 6,158 4,976 1,545 Selling and marketing 3,956 1,709 688 General and administrative 7,014 2,661 876 Total stock-based compensation expense $ 19,221 $ 10,699 $ 3,477 |
2015 Employee Stock Purchase Plan | |
Schedule of assumptions used in determination of fair value of options using Black-Scholes model | The fair value of the shares purchased pursuant to the ESPP was estimated using the following assumptions: Year Ended December 31, 2017 2016 2015 Expected term (in years) 0.50 0.50 0.50 Expected volatility 52.50 % 66.31 % 74.13 % Risk-free interest rate 1.23 % 0.50 % 0.33 % Dividend yield — — — |
Options | |
Schedule of assumptions used in determination of fair value of options using Black-Scholes model | 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, 2017 2016 2015 Expected term (in years) 6.03 6.03 6.03 Expected volatility 72.64% 71.42% 68.2 – 79.7% Risk-free interest rate 2.01% 1.37% 1.28 – 1.86% Dividend yield — — — |
Non-Employee Options | |
Schedule of assumptions used in determination of fair value of options using Black-Scholes model | The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option-pricing model based on the following assumptions: Year Ended December 31, 2017 2016 2015 Expected term (in years) 8.41 – 8.83 6.25 – 10.00 7.25 – 9.82 Expected volatility 69.9 – 78.70% 76.92% 69.9 – 78.70% Risk-free interest rate 1.83 – 2.04% 1.55 – 2.37% 1.86 – 2.25% Dividend yield — — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of loss before income taxes by U.S. and foreign jurisdictions | The components of loss before income taxes by U.S. and foreign jurisdictions are as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 124,108 $ 99,793 $ 88,112 Foreign 1,128 463 1,670 Total $ 125,236 $ 100,256 $ 89,782 |
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, 2017 2016 2015 Current $ — $ — $ — Federal — — — State — — — Foreign — — — Total Current — — — Deferred Federal (1,704 ) — — State (152 ) — — Foreign — — — Total Deferred (1,856 ) — — Tax Provision $ (1,856 ) $ — $ — |
Schedule of reconciliation of the tax expense computed at the statutory federal rate and Company's tax expense | The following table presents a reconciliation of the tax expense computed at the statutory federal rate and the Company’s tax expense for the periods presented: Year Ended December 31, 2017 2016 2015 U.S. federal taxes at statutory rate 34.0 % 34.0 % 34.0 % State taxes (net of federal benefit) 3.3 % 1.4 % 0.8 % Stock-based compensation (1.1 )% (1.7 )% (— )% Non-deductible expenses (— )% 0.2 % (0.8 )% Foreign tax differential (0.3 )% (0.2 )% (0.2 )% Other (— )% 1.1 % (— )% Change in valuation allowance (34.4 )% (34.8 )% (33.8 )% Change in deferred—Tax Reform (39.0 )% (— )% (— )% Change in valuation allowance—Tax Reform 39.0 % (— )% (— )% Total 1.5 % (— )% (— )% |
Schedule of net deferred tax assets | The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows (in thousands): As of December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 70,825 $ 76,353 Tax credits 15 13 Revenue recognition reserves 29,819 14,291 Accruals and other 5,544 3,405 Gross deferred tax assets 106,203 94,062 Valuation allowance (95,687 ) (93,666 ) Net deferred tax assets 10,516 396 Deferred tax liabilities: Property and equipment (10,516 ) (396 ) Total deferred tax liabilities (10,516 ) (396 ) Net deferred tax assets $ — $ — |
Schedule of reconciliation of gross unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, 2017 2016 2015 Unrecognized tax benefits, beginning of period $ 7,791 $ 11,429 $ 5,661 Gross increases—current period tax positions 2,552 782 2,993 Gross increases—prior period tax positions 218 (4,420 ) 2,775 Unrecognized tax benefits, end of period $ 10,561 $ 7,791 $ 11,429 |
Net loss per common share (Tabl
Net loss per common share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 common share for the years ended December 31, 2017, 2016 and 2015 (in thousands, except share and per share amounts): Year ended December 31, 2017 2016 2015 Net loss $ (123,380 ) $ (100,256 ) $ (89,782 ) Shares used in computing net loss per share, basic and diluted 46,511,739 33,176,305 28,213,324 Net loss per share, basic and diluted $ (2.65 ) $ (3.02 ) $ (3.18 ) |
Schedule of Antidilutive securities excluded from computation of earnings per share | The following common stock equivalents have been excluded from diluted net loss per share for the years ended December 31, 2017, 2016 and 2015 because their inclusion would be anti-dilutive: Year Ended December 31, 2017 2016 2015 Shares of common stock subject to outstanding options 4,114,874 4,490,662 3,659,713 Shares of common stock subject to outstanding warrants 1,962,074 — — Shares of common stock subject to outstanding RSUs 2,387,120 891,752 482,818 Shares of common stock subject to outstanding PRSUs — 530,005 — Shares of common stock pursuant to ESPP 59,259 55,078 45,963 Shares of common stock underlying Series A convertible preferred stock 3,458,823 — — Shares of common stock subject to unvested early exercise of outstanding options subject to repurchase — — 4,659 Total shares of common stock equivalents 11,982,150 5,967,497 4,193,153 |
Geographic information (Tables)
Geographic information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segments Geographical Areas [Abstract] | |
Schedule of Revenue by country | Revenue by country is determined based on the billing address of the customer and is summarized as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 62,446 $ 20,758 $ 5,432 Canada 3,226 2,526 2,112 Rest of world 2,549 1,764 834 Total revenue $ 68,221 $ 25,048 $ 8,378 |
Summary of Long-lived assets (net) by location | Long-lived assets (net) by location are summarized as follows (in thousands): December 31, 2017 2016 2015 United States $ 30,341 $ 23,793 $ 17,180 Chile — — 1,529 Total long-lived assets, net $ 30,341 $ 23,793 $ 18,709 |
Selected Quarterly Data (Unau36
Selected Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected quarterly data | Three Months Ended (In thousands, except per share amounts) Dec 31, 2017 Sept 30, 2017 June 30, 2017 Mar 31, 2017 Dec 31, 2016 Sept 30, 2016 June 30, 2016 Mar 31, 2016 Revenue $ 25,399 $ 18,148 $ 14,336 $ 10,338 $ 9,236 $ 6,276 $ 5,581 $ 3,955 Loss from operations $ (34,891 ) $ (30,976 ) $ (28,075 ) $ (27,337 ) $ (24,952 ) $ (24,906 ) $ (24,835 ) $ (25,490 ) Net loss $ (40,493 ) $ (27,402 ) $ (28,557 ) $ (26,928 ) $ (24,848 ) $ (24,971 ) $ (24,847 ) $ (25,590 ) Net loss per share, basic and diluted $ (0.78 ) $ (0.57 ) $ (0.66 ) $ (0.64 ) $ (0.69 ) $ (0.77 ) $ (0.77 ) $ (0.80 ) |
Organization and description 37
Organization and description of business - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||||||||
Number of operating segments | segment | 1 | ||||||||||
Net loss | $ 40,493 | $ 27,402 | $ 28,557 | $ 26,928 | $ 24,848 | $ 24,971 | $ 24,847 | $ 25,590 | $ 123,380 | $ 100,256 | $ 89,782 |
Accumulated deficit | $ 398,598 | $ 275,218 | $ 398,598 | $ 275,218 |
Summary of significant accoun38
Summary of significant accounting policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)Customer | Dec. 31, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful lives | 8 years 2 months 12 days | |||
Intangible assets amortization method | Customer relationships are amortized on an accelerated basis, utilizing free cash flows, over periods ranging from five years to eleven years. All other intangible assets subject to amortization are amortized using the straight-line method over their estimated useful lives ranging from two to 15 years. All intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, Property, Plant and Equipment. | |||
Goodwill impairment losses | $ 0 | $ 0 | $ 0 | |
Asset impairment losses | 0 | 0 | ||
Advertising expense | $ 600,000 | 500,000 | $ 400,000 | |
ASU 2016-09 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
New accounting pronouncement or change in accounting principle, deferred tax asset cumulative effect adjustment to retained earnings | $ 400,000 | |||
New accounting pronouncement or change in accounting principle, offset deferred tax asset valuation allowance percentage | 100.00% | |||
Leasehold improvements | General and Administrative Expense | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Asset impairment losses | $ 1,000,000 | |||
Customer relationships | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful lives | 10 years | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful lives | 2 years | |||
Property and equipment, estimated useful lives | 3 years | |||
Minimum | Customer relationships | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful lives | 5 years | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful lives | 15 years | |||
Property and equipment, estimated useful lives | 7 years | |||
Maximum | Customer relationships | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful lives | 11 years | |||
Customer A | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk | 13.00% | 11.00% | ||
Customer A | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk | 10.00% | |||
Revenue | Customer Concentration Risk | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk | 10.00% | |||
Accounts Receivable | Customer Concentration Risk | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk | 10.00% | |||
Number of customer | Customer | 0 | |||
Accounts Receivable | Customer Concentration Risk | Customer A | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk | 13.00% |
Summary of significant accoun39
Summary of significant accounting policies - Schedule significant customer, revenue as a percentage (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Customer A | |||
Product Information [Line Items] | |||
Concentration risk (as a percent) | 13.00% | 11.00% | |
Customer A | Maximum | |||
Product Information [Line Items] | |||
Concentration risk (as a percent) | 10.00% | ||
Customer B | |||
Product Information [Line Items] | |||
Concentration risk (as a percent) | 13.00% | ||
Customer B | Maximum | |||
Product Information [Line Items] | |||
Concentration risk (as a percent) | 10.00% | 10.00% |
Summary of significant accoun40
Summary of significant accounting policies - Reconciliation of cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 12,053 | $ 66,825 | ||
Restricted cash | 5,406 | 4,697 | ||
Total cash, cash equivalents and restricted cash | $ 17,459 | $ 71,522 | $ 78,069 | $ 107,177 |
Summary of significant accoun41
Summary of significant accounting policies - Schedule of useful lives of property and equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Furniture and fixtures | |
Useful lives | 7 years |
Automobiles | |
Useful lives | 7 years |
Laboratory equipment | |
Useful lives | 5 years |
Computer equipment | |
Useful lives | 3 years |
Software | |
Useful lives | 3 years |
Leasehold improvements | |
Useful lives | Shorter of lease term or estimated useful life |
Business combinations - Additio
Business combinations - Additional Information (Details) - USD ($) | Mar. 31, 2018 | Aug. 04, 2017 | Jul. 31, 2017 | Jun. 11, 2017 | Jan. 06, 2017 | Nov. 14, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||||||||||
Intangible assets estimated useful lives | 8 years 2 months 12 days | ||||||||||
Goodwill | $ 46,575,000 | ||||||||||
Additional goodwill acquired | 51,535,000 | ||||||||||
Revenue | $ 68,221,000 | $ 25,048,000 | $ 8,378,000 | ||||||||
Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets estimated useful lives | 10 years | ||||||||||
Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets estimated useful lives | 15 years | ||||||||||
Maximum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets estimated useful lives | 11 years | ||||||||||
Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets estimated useful lives | 2 years | ||||||||||
Minimum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets estimated useful lives | 5 years | ||||||||||
AltaVoice | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, agreement date | Jan. 6, 2017 | ||||||||||
Business combination, total purchase consideration | $ 12,400,000 | ||||||||||
Business acquisition payment through issuance of shares company's common stock | 5,500,000 | ||||||||||
Business combination basis of shares to be issued description | The number of shares to be issued will be equal to the payout amount divided by the trailing average share price of the Company’s common stock for the 30 days preceding March 31, 2019. | ||||||||||
Purchase consideration, second payment discounted and recorded as liability | 4,700,000 | ||||||||||
Change in fair value of contingent consideration | 2,200,000 | ||||||||||
Goodwill | 9,432,000 | $ 9,432,000 | |||||||||
Additional goodwill acquired | $ 1,400,000 | 9,432,000 | |||||||||
Acquisition and transitional costs | $ 159,000 | $ 159,000 | |||||||||
Revenue | 2,700,000 | ||||||||||
AltaVoice | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets estimated useful lives | 10 years | ||||||||||
AltaVoice | Other Income Expense | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, accretion loss | 200,000 | ||||||||||
AltaVoice | Operating Expense | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, remeasurement losses | $ 1,600,000 | ||||||||||
AltaVoice | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination actual payout description | The actual payout is dependent upon the 2017 and 2018 revenue target (capped at $14.0 million) times 75% less $5.5 million. | ||||||||||
AltaVoice | Scenario, Forecast | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition contingently payable amount | $ 5,000,000 | ||||||||||
AltaVoice | Scenario, Forecast | Milestone Based on Certain Threshold of Revenue Achieved During 2017 [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition common stock issued, value | 5,000,000 | ||||||||||
AltaVoice | Scenario, Forecast | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, contingent consideration, actual revenue target for payout | $ 14,000,000 | ||||||||||
Business combination contingent consideration, percentage of actual revenue target | 75.00% | ||||||||||
Business combination contingent consideration, amount deducted on actual revenue target | $ 5,500,000 | ||||||||||
Business combination possible payout amount | 5,000,000 | ||||||||||
AltaVoice | Scenario, Forecast | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition common stock issued, value | $ 5,000,000 | ||||||||||
AltaVoice | Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | $ 5,500,000 | ||||||||||
Business acquisition common stock issued, shares | 641,126 | ||||||||||
AltaVoice | Common Stock | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition contingently payable amount | $ 5,000,000 | ||||||||||
AltaVoice | Common Stock | Scenario, Forecast | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | 5,000,000 | ||||||||||
Business acquisition common stock issued, value | $ 5,000,000 | ||||||||||
Ommdom, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, agreement date | Jun. 11, 2017 | ||||||||||
Business combination, total purchase consideration | $ 6,100,000 | ||||||||||
Business acquisition payment through issuance of shares company's common stock | 5,500,000 | ||||||||||
Business acquisition contingently payable amount | 0 | ||||||||||
Purchase consideration, second payment discounted and recorded as liability | 600,000 | ||||||||||
Goodwill | 4,045,000 | $ 4,045,000 | |||||||||
Additional goodwill acquired | 434,000 | 4,045,000 | |||||||||
Acquisition and transitional costs | $ 164,000 | ||||||||||
Business combination, cash consideration | 0 | ||||||||||
Business combination, hold-back consideration amount | $ 613,000 | ||||||||||
Ommdom, Inc. | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets estimated useful lives | 5 years | ||||||||||
Ommdom, Inc. | Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | $ 5,500,000 | ||||||||||
Business acquisition common stock issued, shares | 600,108 | ||||||||||
Business combination, hold-back consideration amount | $ 600,000 | ||||||||||
Business acquisition common stock issued, shares related to hold back | 66,582 | ||||||||||
Good Start Genetics | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, agreement date | Aug. 4, 2017 | ||||||||||
Business combination, total purchase consideration | $ 24,400,000 | ||||||||||
Goodwill | 24,406,000 | $ 24,406,000 | |||||||||
Additional goodwill acquired | 29,366,000 | ||||||||||
Business combination, cash consideration | $ 18,400,000 | ||||||||||
Percentage of diluted interest acquired | 100.00% | ||||||||||
Provisional deferred tax liability | $ 4,800,000 | 0 | |||||||||
Revenue | 6,200,000 | ||||||||||
Good Start Genetics | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets estimated useful lives | 8 years | ||||||||||
Good Start Genetics | General and Administrative Expense | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition and transitional costs | 1,700,000 | ||||||||||
Good Start Genetics | Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination consideration transferred equity interests issued and issuable for settlement of convertible debt | $ 11,900,000 | ||||||||||
Business acquisition equity interests issued or issuable number of shares for settlement of convertible debt | 1,148,283 | ||||||||||
Business combination sale of hold back stock for payment of bonus | $ 3,600,000 | ||||||||||
Business acquisition number of hold back shares Issued or Issuable for payment of bonus | 343,986 | ||||||||||
Good Start Genetics | Common Stock | General and Administrative Expense | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | $ 900,000 | ||||||||||
Business acquisition common stock issued, shares | 83,025 | ||||||||||
Business combination, hold-back consideration amount | $ 400,000 | ||||||||||
Business acquisition common stock issued, shares related to hold back | 37,406 | ||||||||||
CombiMatrix | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition common stock issued, shares | 2,703,389 | ||||||||||
Goodwill | $ 8,700,000 | $ 8,692,000 | 8,692,000 | ||||||||
Additional goodwill acquired | 8,692,000 | ||||||||||
Provisional deferred tax liability | $ 0 | ||||||||||
Date of acquisition | Nov. 14, 2017 | ||||||||||
Trailing average share value | $ 9.491 | ||||||||||
Revenue | $ 2,000,000 | ||||||||||
CombiMatrix | Series F Preferred Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | $ 25,000 | ||||||||||
Business acquisition common stock issued, shares | 3,144 | ||||||||||
CombiMatrix | Series F Warrants | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | $ 7,400,000 | ||||||||||
Business acquisition common stock issued, shares | 1,739,689 | ||||||||||
CombiMatrix | Series D Warrants | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | $ 1,000 | ||||||||||
Business acquisition common stock issued, shares | 337,584 | ||||||||||
CombiMatrix | Restricted Stock Units (RSUs) | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | $ 700,000 | ||||||||||
Business acquisition common stock issued, shares | 85,219 | ||||||||||
CombiMatrix | Options | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | $ 26,000 | ||||||||||
Business acquisition common stock issued, shares | 3,323 | ||||||||||
CombiMatrix | Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination common stock conversion ratio | 86.92% | ||||||||||
CombiMatrix | Warrants | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition common stock issued, shares | 2,077,273 | ||||||||||
CombiMatrix | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets estimated useful lives | 11 years | 11 years | |||||||||
CombiMatrix | General and Administrative Expense | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition and transitional costs | $ 1,800,000 | ||||||||||
CombiMatrix | General and Administrative Expense | Common Stock | Restricted Stock Units (RSUs) | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | $ 1,700,000 | ||||||||||
Business acquisition common stock issued, shares | 214,976 | ||||||||||
CombiMatrix | Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | $ 20,500,000 | ||||||||||
Business acquisition common stock issued, shares | 2,611,703 | ||||||||||
CombiMatrix | Common Stock | General and Administrative Expense | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition payment through issuance of shares company's common stock | $ 200,000 | ||||||||||
Business acquisition common stock issued, shares | 22,966 | ||||||||||
Coronado Merger Sub, Inc | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of merger agreement | Jul. 31, 2017 |
Business combinations - Summary
Business combinations - Summary of fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Nov. 14, 2017 | Aug. 04, 2017 | Jul. 31, 2017 | Jun. 11, 2017 | Jan. 06, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 46,575 | |||||
AltaVoice | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 54 | |||||
Accounts receivable | 274 | |||||
Prepaid expense and other assets | 52 | |||||
Total identifiable assets acquired | 4,625 | |||||
Accounts payable | (28) | |||||
Deferred revenue | (202) | |||||
Accrued expenses | (21) | |||||
Deferred tax liability | (1,422) | |||||
Total liabilities assumed | (1,673) | |||||
Net identifiable assets acquired | 2,952 | |||||
Goodwill | 9,432 | 9,432 | ||||
Net assets acquired | 12,384 | |||||
AltaVoice | Non-compete agreement | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 286 | |||||
AltaVoice | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 570 | |||||
AltaVoice | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | $ 3,389 | |||||
Ommdom, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 53 | |||||
Accounts receivable | 10 | |||||
Prepaid expense and other assets | 4 | |||||
Total identifiable assets acquired | 2,562 | |||||
Accounts payable | (16) | |||||
Accrued expenses | (17) | |||||
Deferred tax liability | (434) | |||||
Total liabilities assumed | (467) | |||||
Net identifiable assets acquired | 2,095 | |||||
Goodwill | 4,045 | 4,045 | ||||
Net assets acquired | 6,140 | |||||
Ommdom, Inc. | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 13 | |||||
Ommdom, Inc. | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 2,335 | |||||
Ommdom, Inc. | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | $ 147 | |||||
Good Start Genetics | ||||||
Business Acquisition [Line Items] | ||||||
Cash and restricted cash | $ 1,381 | |||||
Accounts receivable | 2,904 | |||||
Prepaid expense and other assets | 1,579 | |||||
Property and equipment | 1,320 | |||||
Total identifiable assets acquired | 21,370 | |||||
Accounts payable | (5,418) | |||||
Accrued expenses | (6,802) | |||||
Notes payable | (17,904) | |||||
Convertible promissory notes payable | (15,430) | |||||
Other liabilities | (222) | |||||
Total liabilities assumed | (45,776) | |||||
Net identifiable assets acquired | (24,406) | |||||
Goodwill | 24,406 | 24,406 | ||||
Good Start Genetics | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 460 | |||||
Good Start Genetics | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 5,896 | |||||
Good Start Genetics | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | $ 7,830 | |||||
CombiMatrix | ||||||
Business Acquisition [Line Items] | ||||||
Cash and restricted cash | $ 1,333 | |||||
Accounts receivable | 4,118 | |||||
Prepaid expense and other assets | 1,299 | |||||
Property and equipment | 437 | |||||
Other assets - non current | 30 | |||||
Total identifiable assets acquired | 23,622 | |||||
Accounts payable | (276) | |||||
Accrued expenses | (3,925) | |||||
Other liabilities | (180) | |||||
Total liabilities assumed | (4,381) | |||||
Net identifiable assets acquired | 19,241 | |||||
Goodwill | $ 8,692 | 8,692 | $ 8,700 | |||
Net assets acquired | 27,933 | |||||
CombiMatrix | Favorable leases | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 247 | |||||
CombiMatrix | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 103 | |||||
CombiMatrix | Patent Licensing Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 496 | |||||
CombiMatrix | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | 3,162 | |||||
CombiMatrix | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | $ 12,397 |
Business combinations - Schedul
Business combinations - Schedule of economic benefits of intangible assets are expected to be realized (Details) - USD ($) $ in Thousands | Aug. 04, 2017 | Jul. 31, 2017 | Jun. 11, 2017 | Jan. 06, 2017 | Nov. 14, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 37,331 | |||||
Intangible assets estimated useful lives | 8 years 2 months 12 days | |||||
Non-compete agreement | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 286 | |||||
Intangible assets estimated useful lives | 5 years | |||||
Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 576 | |||||
Intangible assets estimated useful lives | 2 years 8 months 12 days | |||||
Patent Licensing Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 496 | |||||
Intangible assets estimated useful lives | 15 years | |||||
Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 11,963 | |||||
Intangible assets estimated useful lives | 4 years 9 months 18 days | |||||
Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 23,763 | |||||
Intangible assets estimated useful lives | 10 years | |||||
AltaVoice | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 4,245 | |||||
AltaVoice | Non-compete agreement | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 286 | |||||
Intangible assets estimated useful lives | 5 years | |||||
AltaVoice | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 570 | |||||
Intangible assets estimated useful lives | 6 years | |||||
AltaVoice | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 3,389 | |||||
Intangible assets estimated useful lives | 10 years | |||||
Ommdom, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 2,495 | |||||
Ommdom, Inc. | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 13 | |||||
Intangible assets estimated useful lives | 5 years | |||||
Ommdom, Inc. | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 2,335 | |||||
Intangible assets estimated useful lives | 5 years | |||||
Ommdom, Inc. | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 147 | |||||
Intangible assets estimated useful lives | 5 years | |||||
Good Start Genetics | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 14,186 | |||||
Good Start Genetics | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 460 | |||||
Intangible assets estimated useful lives | 3 years | |||||
Good Start Genetics | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 5,896 | |||||
Intangible assets estimated useful lives | 5 years | |||||
Good Start Genetics | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 7,830 | |||||
Intangible assets estimated useful lives | 8 years | |||||
CombiMatrix | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 16,405 | |||||
CombiMatrix | Favorable leases | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 247 | |||||
Intangible assets estimated useful lives | 2 years | |||||
CombiMatrix | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 103 | |||||
Intangible assets estimated useful lives | 1 year | |||||
CombiMatrix | Patent Licensing Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 496 | |||||
Intangible assets estimated useful lives | 15 years | |||||
CombiMatrix | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 3,162 | |||||
Intangible assets estimated useful lives | 4 years | |||||
CombiMatrix | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Gross Purchased Intangible Assets | $ 12,397 | |||||
Intangible assets estimated useful lives | 11 years | 11 years |
Business combinations - Summa45
Business combinations - Summary of pro forma financial information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Total revenue | $ 94,001 | $ 62,991 |
Net loss | $ (149,596) | $ (123,148) |
Goodwill and intangible asset46
Goodwill and intangible assets - Summary of goodwill (Details) - USD ($) | Jun. 11, 2017 | Jan. 06, 2017 | Dec. 31, 2017 |
Goodwill [Line Items] | |||
Goodwill acquired | $ 51,535,000 | ||
Goodwill adjustment | (4,960,000) | ||
Ending Balance | 46,575,000 | ||
AltaVoice | |||
Goodwill [Line Items] | |||
Goodwill acquired | $ 1,400,000 | 9,432,000 | |
Ending Balance | $ 9,432,000 | 9,432,000 | |
Ommdom | |||
Goodwill [Line Items] | |||
Goodwill acquired | $ 434,000 | 4,045,000 | |
Ending Balance | $ 4,045,000 | 4,045,000 | |
Good Start | |||
Goodwill [Line Items] | |||
Goodwill acquired | 29,366,000 | ||
Goodwill adjustment | (4,960,000) | ||
Ending Balance | 24,406,000 | ||
CombiMatrix | |||
Goodwill [Line Items] | |||
Goodwill acquired | 8,692,000 | ||
Ending Balance | $ 8,692,000 |
Goodwill and intangible asset47
Goodwill and intangible assets - Additional Information (Details) - USD ($) | Aug. 04, 2017 | Aug. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | ||||
Amortization expense | $ 1,800,000 | $ 0 | ||
Intangible assets estimated useful lives | 8 years 2 months 12 days | |||
Minimum | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 2 years | |||
Maximum | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 15 years | |||
Customer relationships | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 10 years | |||
Customer relationships | Minimum | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 5 years | |||
Customer relationships | Maximum | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 11 years | |||
Good Start Genetics | ||||
Goodwill [Line Items] | ||||
Reversal of provisional deferred tax liability | $ 4,800,000 | |||
Good Start Genetics | Customer relationships | ||||
Goodwill [Line Items] | ||||
Intangible assets estimated useful lives | 8 years |
Goodwill and intangible asset48
Goodwill and intangible assets - Schedule of finite-lived intangible assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Cost | $ 37,331 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,815) |
Finite-Lived Intangible Assets, Net | $ 35,516 |
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) | 8 years 2 months 12 days |
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) | 7 years 9 months 18 days |
Customer relationships | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Cost | $ 23,763 |
Finite-Lived Intangible Assets, Accumulated Amortization | (717) |
Finite-Lived Intangible Assets, Net | $ 23,046 |
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) | 10 years |
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) | 9 years 7 months 6 days |
Developed technology | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Cost | $ 11,963 |
Finite-Lived Intangible Assets, Accumulated Amortization | (949) |
Finite-Lived Intangible Assets, Net | $ 11,014 |
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) | 4 years 9 months 18 days |
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) | 4 years 4 months 24 days |
Non-compete agreement | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Cost | $ 286 |
Finite-Lived Intangible Assets, Accumulated Amortization | (57) |
Finite-Lived Intangible Assets, Net | $ 229 |
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) | 5 years |
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) | 4 years |
Trade name | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Cost | $ 576 |
Finite-Lived Intangible Assets, Accumulated Amortization | (78) |
Finite-Lived Intangible Assets, Net | $ 498 |
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) | 2 years 8 months 12 days |
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) | 2 years 3 months 18 days |
Patent Licensing Agreement | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Cost | $ 496 |
Finite-Lived Intangible Assets, Accumulated Amortization | (4) |
Finite-Lived Intangible Assets, Net | $ 492 |
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) | 15 years |
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) | 14 years 10 months 24 days |
Favorable leases | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Cost | $ 247 |
Finite-Lived Intangible Assets, Accumulated Amortization | (10) |
Finite-Lived Intangible Assets, Net | $ 237 |
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) | 2 years 2 months 12 days |
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) | 2 years 1 month 6 days |
Goodwill and intangible asset49
Goodwill and intangible assets - Summary of estimated future amortization expense of intangible assets with finite lives (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,018 | $ 5,059 |
2,019 | 5,250 |
2,020 | 5,525 |
2,021 | 5,829 |
2,022 | 4,123 |
Thereafter | 9,730 |
Finite-Lived Intangible Assets, Net | $ 35,516 |
Balance sheet components - Cash
Balance sheet components - Cash equivalents and marketable securities (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)item | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Investment Holdings | |||
Cash equivalents | $ 592,000 | $ 14,760,000 | |
Restricted cash | 5,406,000 | 4,697,000 | |
Marketable securities, Estimated Fair Value | 58,590,000 | 25,798,000 | |
Total cash equivalents, restricted cash and marketable securities | 64,588,000 | 45,255,000 | |
Amortized Cost | 64,759,000 | 45,255,000 | |
Gross Unrealized Gains | 2,000 | ||
Gross Unrealized Losses | (171,000) | (2,000) | |
Total amount of unrealized losses on available-for-sale securities | 171,000 | ||
Total fair value of investments with unrealized losses | $ 58,300,000 | ||
Available for sale securities maximum remaining contractual maturity | 13 months | ||
Available-for-sale Securities, Continuous Unrealized Loss Position | |||
Number of securities that are in continuous unrealized loss position for more than one year | item | 0 | ||
Realized gains or losses on available-for-sale securities | $ 0 | 0 | $ 0 |
Maximum | |||
Investment Holdings | |||
Available for sale securities minimum remaining contractual maturity | 1 month | ||
Certificate of deposits | |||
Investment Holdings | |||
Amortized Cost | $ 300,000 | ||
Marketable securities, Estimated Fair Value | 300,000 | ||
Money market funds | |||
Investment Holdings | |||
Estimated Fair Value | 5,998,000 | 19,457,000 | |
U.S. treasury notes | |||
Investment Holdings | |||
Amortized Cost | 12,010,000 | 11,515,000 | |
Gross Unrealized Gains | 2,000 | ||
Gross Unrealized Losses | (19,000) | ||
Marketable securities, Estimated Fair Value | 11,991,000 | 11,517,000 | |
U.S. government agency securities | |||
Investment Holdings | |||
Amortized Cost | 46,451,000 | 14,283,000 | |
Gross Unrealized Losses | (152,000) | (2,000) | |
Marketable securities, Estimated Fair Value | $ 46,299,000 | $ 14,281,000 |
Balance sheet components - Prop
Balance sheet components - Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property and equipment | |||
Total property and equipment, gross | $ 49,871 | $ 38,261 | |
Accumulated depreciation and amortization | (19,530) | (14,468) | |
Total property and equipment, net | 30,341 | 23,793 | $ 18,709 |
Depreciation | 7,200 | 6,600 | $ 5,300 |
Leasehold improvements | |||
Property and equipment | |||
Total property and equipment, gross | 12,623 | 1,256 | |
Laboratory equipment | |||
Property and equipment | |||
Total property and equipment, gross | 17,705 | 13,644 | |
Equipment under capital lease | |||
Property and equipment | |||
Total property and equipment, gross | 11,446 | 5,871 | |
Computer equipment | |||
Property and equipment | |||
Total property and equipment, gross | 4,023 | 2,514 | |
Software | |||
Property and equipment | |||
Total property and equipment, gross | 2,520 | 2,489 | |
Furniture and fixtures | |||
Property and equipment | |||
Total property and equipment, gross | 569 | 238 | |
Automobiles | |||
Property and equipment | |||
Total property and equipment, gross | 20 | 20 | |
Construction-in-progress | |||
Property and equipment | |||
Total property and equipment, gross | $ 965 | $ 12,229 |
Balance sheet components - Accr
Balance sheet components - Accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related expenses | $ 7,406 | $ 3,072 |
Accrued laboratory materials purchases | 1,242 | 338 |
Accrued outsourced services | 142 | |
Accrued professional services | 1,077 | 446 |
Accrued construction in progress | 1,215 | |
Lease incentive obligation, current | 489 | 468 |
Liabilities associated with business combinations | 9,497 | |
Other | 2,889 | 1,172 |
Total accrued liabilities | $ 22,742 | $ 6,711 |
Balance sheet components - Othe
Balance sheet components - Other long-term liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Lease incentive obligation, non-current | $ 3,831 | $ 4,243 |
Deferred rent, non-current | 5,153 | 3,419 |
Liabilities associated with business combination | 3,779 | |
Other non-current liabilities | 677 | 175 |
Total other long-term liabilities | $ 13,440 | $ 7,837 |
Fair value measurements - Finan
Fair value measurements - Financial instruments at fair value on a recurring basis (Details) - Recurring basis - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Total financial assets | $ 64,588 | $ 45,255 |
Total financial liabilities | 3,779 | |
Contingent consideration | ||
Total financial liabilities | 3,779 | |
Money market funds | ||
Estimated Fair Value | 5,998 | 19,457 |
Certificate of deposits | ||
Certificates of deposit | 300 | |
Level 1 | ||
Total financial assets | 18,289 | 30,974 |
Level 1 | Money market funds | ||
Estimated Fair Value | 5,998 | 19,457 |
Level 1 | Certificate of deposits | ||
Certificates of deposit | 300 | |
Level 2 | ||
Total financial assets | 46,299 | 14,281 |
Level 3 | ||
Total financial liabilities | 3,779 | |
Level 3 | Contingent consideration | ||
Total financial liabilities | 3,779 | |
U.S. treasury notes | ||
Total financial assets | 11,991 | 11,517 |
U.S. treasury notes | Level 1 | ||
Total financial assets | 11,991 | 11,517 |
U.S. government agency securities | ||
Total financial assets | 46,299 | 14,281 |
U.S. government agency securities | Level 2 | ||
Total financial assets | $ 46,299 | $ 14,281 |
Fair value measurements - Addit
Fair value measurements - Additional Information (Details) - USD ($) | Jan. 06, 2017 | Dec. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 |
Transfers from Level 1 to Level 2 | $ 0 | $ 0 | |||
Transfers from Level 2 to Level 1 | 0 | 0 | |||
Transfers from Level 1 to Level 3 | 0 | 0 | |||
Transfers from Level 3 to Level 1 | 0 | 0 | |||
Transfers from Level 2 to Level 3 | 0 | 0 | |||
Transfers from Level 3 to Level 2 | 0 | $ 0 | |||
AltaVoice | |||||
Increase in fair value of contingent consideration | $ 2,200,000 | ||||
AltaVoice | Scenario, Forecast | |||||
Business acquisition contingently payable amount | $ 5,000,000 | ||||
AltaVoice | Contingent consideration | Level 3 | Recurring basis | |||||
Estimated fair value for contingent consideration | $ 2,200,000 | ||||
Increase in fair value of contingent consideration | 1,600,000 | ||||
AltaVoice | Common Stock | Scenario, Forecast | |||||
Business acquisition common stock issued, value | $ 5,000,000 | ||||
AltaVoice | Maximum | Common Stock | |||||
Business acquisition contingently payable amount | $ 5,000,000 | ||||
AltaVoice | Maximum | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | Scenario, Forecast | |||||
Business acquisition common stock issued, value | $ 5,000,000 | ||||
AltaVoice | Minimum | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | Scenario, Forecast | |||||
Contingent revenue threshold | $ 10,000,000 |
Fair value measurements - Fin56
Fair value measurements - Financial instruments measured at fair value on a recurring basis (Details) - Contingent consideration - Recurring basis - Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Contingent consideration | $ 2,200 |
Change in estimate of fair value | 1,579 |
Balance as of December 31, 2017 | $ 3,779 |
Fair value measurements - Carry
Fair value measurements - Carrying amount and the estimated fair value of the Company's outstanding debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt | $ 39,084 | |
Recurring basis | Level 2 | Carrying Amount | ||
Debt | 39,084 | $ 12,102 |
Recurring basis | Level 2 | Fair Value | ||
Debt | $ 40,526 | $ 11,905 |
Commitments and contingencies -
Commitments and contingencies - (Operating Leases) - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Total minimum lease payments | $ 78,101 | |||
Future minimum lease payments under operating leases | ||||
Rent expense | 8,600 | $ 8,600 | $ 3,700 | |
Other Noncurrent Assets | ||||
Security Deposit | 400 | $ 800 | ||
Good Start Facilities | ||||
Security Deposit | 400 | |||
Office Facility In San Francisco | New Leases | ||||
Additional term of lease | 10 years | |||
Actual lease expiration term | 2026-07 | |||
Lease term | 10 years | |||
Security Deposit | $ 4,600 | |||
Lease incentive in form of lease improvements | $ 5,200 | |||
Total minimum lease payments | $ 64,200 |
Commitments and contingencies59
Commitments and contingencies - Schedule of future minimum payments under operating leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Future minimum lease payments under operating leases | |
2,018 | $ 9,707 |
2,019 | 9,633 |
2,020 | 9,512 |
2,021 | 9,727 |
2,022 | 9,676 |
Thereafter | 29,846 |
Total minimum lease payments | $ 78,101 |
Commitments and contingencies60
Commitments and contingencies - (Debt Financing) - Additional Information (Details) - USD ($) | Mar. 15, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2018 | Jul. 31, 2015 |
Net proceeds from term loan | $ 39,661,000 | |||||
Loan and Security Agreement | Initial term loan | ||||||
Term loan, borrowing amount | $ 40,000,000 | |||||
Net proceeds from term loan | 39,700,000 | |||||
Loan and Security Agreement | Second Term Loan | Scenario, Forecast | ||||||
Term loan, borrowing amount | $ 20,000,000 | |||||
Loan and Security Agreement | Secured Debt | ||||||
Maximum borrowing capacity | $ 15,000,000 | |||||
Obligations under Loan Agreement | 40,000,000 | $ 12,100,000 | ||||
Repayment of balance debt obligations | $ 12,100,000 | |||||
Term loans, variable interest rate | 7.73% | |||||
Term loans, index interest rate, minimum | 0.77% | |||||
Term loans, floor interest rate | 8.50% | |||||
Term loans, variable interest rate description | Term loans under the Loan and Security Agreement bear interest at a floating rate equal to an index rate plus 7.73%, where the index rate is the greater of 0.77% or the 30-day U.S. Dollar London Interbank Offered Rate “LIBOR” as reported in The Wall Street Journal, with the floating rate resetting monthly subject to a floor of 8.5%. | |||||
Term loans, payment description | The Company is required to make monthly interest-only payments until May 1, 2019 (or, subject to certain conditions, May 1, 2020), and thereafter monthly payments of principal and interest are required to fully amortize the borrowed amount by a final maturity date of March 1, 2022. | |||||
Term loans, frequency of periodic payment | monthly | |||||
Term loans, maturity date | Mar. 1, 2022 | |||||
Term loans, fee percentage of funded draw | 5.00% | |||||
Term loans, facility fee percentage | 0.50% | |||||
Warrants granted to acquire shares, percentage of funded amount | 3.00% | |||||
Warrants granted to acquire shares description | the Company will grant to the lender a warrant to acquire shares of the Company’s common stock equal to the quotient of 3% of the funded amount divided by a per share exercise price equal to the lower of the average closing price for the previous ten days of trading (calculated on the day prior to funding) or the closing price on the day prior to funding. | |||||
Warrants granted to purchase shares of common stock | 116,845 | |||||
Warrants granted to purchase common stock exercise price | $ 10.27 | |||||
Fair value of warrant | $ 740,000 | 740,000 | ||||
Warrants term | 10 years | |||||
Debt issuance cost | 339,000 | |||||
Interest expense | $ 3,500,000 | $ 315,000 | $ 58,000 | |||
Loan and Security Agreement | Secured Debt | Minimum | ||||||
Term loans, prepayment fee percentage of outstanding balance | 1.00% | |||||
Loan and Security Agreement | Secured Debt | Maximum | ||||||
Term loans, prepayment fee percentage of outstanding balance | 3.00% | |||||
Loan and Security Agreement | Secured Debt | Other Income (Expense), Net | ||||||
Prepayment premium classified as extinguishment of debt | $ 670,000 |
Commitments and contingencies61
Commitments and contingencies - Schedule of future payments under loan and security agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Future payments under the Loan Agreement | ||
2,018 | $ 3,691 | |
2,019 | 12,587 | |
2,020 | 15,988 | |
2,021 | 14,716 | |
2,022 | 5,482 | |
Total remaining debt payments | 52,464 | |
Less: amount representing debt discount | (916) | |
Less: amount representing interest | (12,464) | |
Present value of remaining debt payments | 39,084 | |
Less: current portion | $ (3,381) | |
Total non-current debt obligation | $ 39,084 | $ 8,721 |
Commitments and Contingencies62
Commitments and Contingencies - (Capital Leases) - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Lease term | 3 years | ||
Interest expense | $ 163,000 | $ 103,000 | $ 141,000 |
Property and equipment under capital lease | 11,400,000 | 5,900,000 | |
Accumulated depreciation and amortization | $ 3,000,000 | $ 2,400,000 | |
Minimum | |||
Interest rate (as a percent) | 4.30% | ||
Maximum | |||
Interest rate (as a percent) | 6.40% |
Commitments and Contingencies63
Commitments and Contingencies - Schedule of future minimum lease payments under capital leases (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Future payments under the capital lease | ||
2,018 | $ 2,369 | |
2,019 | 2,087 | |
2,020 | 1,394 | |
2,021 | 21 | |
Total capital lease obligations | 5,871 | |
Less: amount representing interest | (459) | |
Present value of net minimum capital lease payments | 5,412 | |
Less: current portion | (2,039) | $ (1,309) |
Total non-current capital lease obligations | $ 3,373 | $ 266 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock | ||
Options issued and outstanding | 4,114,874 | 4,490,662 |
Shares available for grant under stock option plan | 2,397,234 | 1,375,766 |
Common stock reserved for future issuance | 15,867,670 | 7,562,871 |
Convertible Preferred stock | ||
Class of Stock | ||
Common stock reserved for future issuance | 3,458,823 | |
Stock Payable Liabilities | ||
Class of Stock | ||
Common stock reserved for future issuance | 689,347 | |
Payable as Contingent Consideration | ||
Class of Stock | ||
Common stock reserved for future issuance | 550,660 | |
Warrants | ||
Class of Stock | ||
Common stock reserved for future issuance | 1,962,074 | |
RSUs | ||
Class of Stock | ||
RSU awards issued and outstanding | 2,387,120 | 1,421,757 |
2015 Employee Stock Purchase Plan | ||
Class of Stock | ||
Common stock reserved for future issuance | 307,538 | 274,686 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - Private Placement $ / shares in Units, $ in Millions | Aug. 03, 2017USD ($)$ / sharesshares |
Class Of Stock [Line Items] | |
Gross proceeds from private placement | $ | $ 73.5 |
Net proceeds from private placement | $ | $ 68.9 |
Preferred stock convertible into common stock conversion ratio | 100.00% |
Description of preferred stock convertible into common stock | The Series A preferred stock is convertible into common stock on a one-for-one basis |
Description of preferred stock voting rights | The Series A Preferred Stock has no voting rights except as required by law, as modified by the Company’s Amended and Restated Certificate of Incorporation. |
Preferred stock liquidation preference per share | $ 0.001 |
Series A Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Number of shares sold in private placement | shares | 3,458,823 |
Shares issued price per share | $ 8.50 |
Common Stock | |
Class Of Stock [Line Items] | |
Number of shares sold in private placement | shares | 5,188,235 |
Shares issued price per share | $ 8.50 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Outstanding Warrants to Purchase Common Stock (Details) - Common Stock | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants Outstanding | 1,962,074 |
CombiMatrix | Series D Warrants | |
Class Of Warrant Or Right [Line Items] | |
Issuance Date | Nov. 14, 2017 |
Expiration Date | Dec. 19, 2018 |
Exercise Price Per Share | $ / shares | $ 53.84 |
Number of Warrants Outstanding | 337,584 |
CombiMatrix | Series F Warrants | |
Class Of Warrant Or Right [Line Items] | |
Issuance Date | Nov. 14, 2017 |
Expiration Date | Mar. 24, 2021 |
Exercise Price Per Share | $ / shares | $ 5.95 |
Number of Warrants Outstanding | 1,507,645 |
Warrants Issued to Lender Under Loan and Security Agreement | |
Class Of Warrant Or Right [Line Items] | |
Issuance Date | Mar. 15, 2017 |
Expiration Date | Mar. 15, 2027 |
Exercise Price Per Share | $ / shares | $ 10.27 |
Number of Warrants Outstanding | 116,845 |
Stock incentive plans - Additio
Stock incentive plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2017 | Feb. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2015 | |
Stock incentive plan | ||||||
Additional shares reserved | 15,867,670 | 7,562,871 | ||||
Stock-based compensation | $ 19,221 | $ 10,699 | $ 3,477 | |||
RSUs | ||||||
Stock incentive plan | ||||||
Vested stock units awarded | 572,672 | |||||
Vested and expected to vest | ||||||
Weighted-average grant date fair value (in dollars per share) | $ 10.03 | $ 9.80 | $ 10.72 | |||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period | 2,360,511 | |||||
PRSU | ||||||
Stock incentive plan | ||||||
Vested stock units awarded | 352,045 | |||||
Vested and expected to vest | ||||||
Weighted-average grant date fair value (in dollars per share) | $ 6.50 | |||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period | 0 | |||||
2010 Plan | ||||||
Stock incentive plan | ||||||
Additional shares reserved | 120,452 | |||||
2015 Plan | ||||||
Stock incentive plan | ||||||
Additional shares reserved | 4,370,452 | |||||
2015 Plan | PRSU | ||||||
Stock incentive plan | ||||||
Vesting period | 12 months | |||||
Vested stock units awarded | 352,045 | |||||
Stock-based compensation | $ 400 | $ 1,900 | ||||
Stock incentive plans | ||||||
Stock incentive plan | ||||||
Vesting period | 4 years | |||||
Vesting rate upon anniversaries (as a percent) | 25.00% | |||||
Monthly vesting rate thereafter (as a percent) | 2.08% | |||||
Stock incentive plans | RSUs | ||||||
Stock incentive plan | ||||||
Vesting period | 3 years | |||||
Vested and expected to vest | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period | 2,360,511 | |||||
Stock incentive plans | Options | ||||||
Vested and expected to vest | ||||||
Weighted-average grant date fair value (in dollars per share) | $ 5.82 | $ 6.18 | $ 6.26 | |||
Total grant date fair value of options to purchase common stock vested | $ 6,900 | $ 5,600 | $ 2,100 | |||
Exercised, aggregate intrinsic value | $ 2,100 | $ 1,400 | $ 1,200 | |||
Stock incentive plans | First anniversary | RSUs | ||||||
Stock incentive plan | ||||||
Vesting rate upon anniversaries (as a percent) | 33.33% | |||||
Stock incentive plans | Second anniversary | RSUs | ||||||
Stock incentive plan | ||||||
Vesting rate upon anniversaries (as a percent) | 33.33% | |||||
Stock incentive plans | Third anniversary | RSUs | ||||||
Stock incentive plan | ||||||
Vesting rate upon anniversaries (as a percent) | 33.33% | |||||
Minimum | 2010 Plan | ||||||
Stock incentive plan | ||||||
Employees holding voting rights of all classes of stock (as a percent) | 10.00% | |||||
Exercise price of options on common stock (as a percent) | 110.00% | |||||
Maximum | 2010 Plan | ||||||
Stock incentive plan | ||||||
Term of options granted | 10 years |
Stock incentive plans - Stock i
Stock incentive plans - Stock incentive plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Activity under the plan | ||
Shares Available For Grant | 1,375,766 | |
Balance at the beginning of the period | 4,490,662 | |
Shares Available For Grant | 2,397,234 | 1,375,766 |
Balance at the end of the period | 4,114,874 | 4,490,662 |
RSUs | ||
Activity under the plan | ||
Units granted | (2,360,511) | |
Units cancelled | 292,471 | |
PRSU | ||
Activity under the plan | ||
Units granted | 0 | |
Units cancelled | 177,960 | |
Stock incentive plans | Options | ||
Activity under the plan | ||
Shares Available For Grant | 1,375,766 | |
Balance at the beginning of the period | 4,490,662 | |
Additional shares reserved | 2,923,183 | |
Options granted (in shares) | 607,398 | |
Option cancelled (in shares) | (595,763) | |
Options exercised (in shares) | (387,423) | |
Shares Available For Grant | 2,397,234 | 1,375,766 |
Balance at the end of the period | 4,114,874 | 4,490,662 |
Weighted-Average Exercise Price | ||
Balance at the beginning of the period (in dollars per share) | $ 8.21 | |
Options granted (in dollars per share) | 9.20 | |
Options cancelled (in dollars per share) | 9.67 | |
Options exercised (in dollars per share) | 4.38 | |
Balance at the end of the period (in dollars per share) | $ 8.51 | $ 8.21 |
Additional information | ||
Exercisable, Number of shares | 2,213,417 | |
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 7.75 | |
Weighted-Average Remaining Contractual Life | 7 years 7 months 17 days | 8 years 1 month 9 days |
Exercisable, Weighted-Average Remaining Contractual Life | 7 years 1 month 2 days | |
Aggregate Intrinsic Value | $ 5,128 | $ 5,312 |
Exercisable, Aggregate Intrinsic Value | $ 4,411 | |
Vested and expected to vest | ||
Number of shares | 3,861,828 | |
Weighted-Average Exercise Price (in dollars per share) | $ 8.45 | |
Weighted-Average Remaining Contractual Life | 7 years 7 months 2 days | |
Aggregate Intrinsic Value | $ 5,043 | |
Stock incentive plans | RSUs | ||
Activity under the plan | ||
Units granted | (2,360,511) | |
Units cancelled | 292,471 | |
2015 Plan | PRSU | ||
Activity under the plan | ||
Units cancelled | 177,960 |
Stock incentive plans - RSU and
Stock incentive plans - RSU and PRSU Activity (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
RSUs | |
Number of Shares | |
Balance at the beginning of the period | 1,421,757 |
Granted | 2,360,511 |
Vested | (572,672) |
Cancelled | (292,471) |
Balance at the end of the period | 2,387,120 |
Weighted-Average Grant Date Fair Value | |
Balance at the beginning of the period | $ / shares | $ 8.77 |
Granted | $ / shares | 10.03 |
Vested | $ / shares | 10.51 |
Cancelled | $ / shares | 10.17 |
Balance at the end of the period | $ / shares | $ 9.91 |
PRSU | |
Number of Shares | |
Granted | 0 |
Vested | (352,045) |
Cancelled | (177,960) |
Weighted-Average Grant Date Fair Value | |
Vested | $ / shares | $ 6.54 |
Cancelled | $ / shares | $ 6.53 |
Stock incentive plans - Risk-fr
Stock incentive plans - Risk-free interest rate & Dividend yield (Details) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)Employee$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | |
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model | ||||
Common stock reserved for future issuance | shares | 15,867,670 | 7,562,871 | ||
Number of employees affected by the stock option and RSU modifications | Employee | 14 | |||
Incremental compensation cost relating to stock option and RSU modifications | $ 323,000 | |||
Stock-based compensation | $ 19,221,000 | $ 10,699,000 | $ 3,477,000 | |
Non-Employee Options | ||||
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model | ||||
Expected volatility | 76.92% | |||
Non-Employee Options | Minimum | ||||
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model | ||||
Expected term (in years) | 8 years 4 months 28 days | 6 years 3 months | 7 years 3 months | |
Expected volatility | 69.90% | 69.90% | ||
Risk-free interest rate | 1.83% | 1.55% | 1.86% | |
Non-Employee Options | Maximum | ||||
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model | ||||
Expected term (in years) | 8 years 9 months 29 days | 10 years | 9 years 9 months 25 days | |
Expected volatility | 78.70% | 78.70% | ||
Risk-free interest rate | 2.04% | 2.37% | 2.25% | |
Employees and directors stock options | Options | ||||
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model | ||||
Expected term (in years) | 6 years 10 days | 6 years 10 days | 6 years 10 days | |
Expected volatility | 72.64% | 71.42% | ||
Risk-free interest rate | 2.01% | 1.37% | ||
Employees and directors stock options | Options | Minimum | ||||
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model | ||||
Expected volatility | 68.20% | |||
Risk-free interest rate | 1.28% | |||
Employees and directors stock options | Options | Maximum | ||||
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model | ||||
Expected volatility | 79.70% | |||
Risk-free interest rate | 1.86% | |||
2015 Employee Stock Purchase Plan | ||||
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model | ||||
Purchase price of common stock of the lesser of fair market value on the purchase date or the last trading day preceding the offering date (as a percent) | 85.00% | |||
Cash received from payroll deductions | $ 400,000 | |||
Common stock reserved for future issuance | shares | 307,538 | 274,686 | ||
Purchase period term | 6 months | |||
Expected term (in years) | 6 months | 6 months | 6 months | |
Expected volatility | 52.50% | 66.31% | 74.13% | |
Risk-free interest rate | 1.23% | 0.50% | 0.33% | |
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 2.51 | $ 2.66 | $ 2.17 | |
Stock-based compensation | $ 1,100,000 | $ 900,000 | $ 102,000 |
Stock incentive plans - Stock-b
Stock incentive plans - Stock-based compensation expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based compensation | |||
Total stock-based compensation expense | $ 19,221,000 | $ 10,699,000 | $ 3,477,000 |
Unrecognized stock-based compensation | $ 9,000,000 | ||
Expected period to recognize on a straight-line basis | 2 years 2 months 12 days | ||
Capitalized stock-based employee compensation | $ 0 | ||
RSUs | |||
Stock-based compensation | |||
Unrecognized stock-based compensation | $ 14,600,000 | ||
Expected period to recognize on a straight-line basis | 2 years 1 month 6 days | ||
PRSU | |||
Stock-based compensation | |||
Unrecognized stock-based compensation | $ 0 | ||
Cost of test revenue | |||
Stock-based compensation | |||
Total stock-based compensation expense | 2,093,000 | 1,353,000 | 368,000 |
Research and development | |||
Stock-based compensation | |||
Total stock-based compensation expense | 6,158,000 | 4,976,000 | 1,545,000 |
Selling and marketing | |||
Stock-based compensation | |||
Total stock-based compensation expense | 3,956,000 | 1,709,000 | 688,000 |
General and Administrative Expense | |||
Stock-based compensation | |||
Total stock-based compensation expense | $ 7,014,000 | $ 2,661,000 | $ 876,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income tax provision (benefit) | $ (1,856,000) | $ 0 | $ 0 | ||
Corporate tax rate | 34.00% | 34.00% | 34.00% | ||
Provisional amount related to the remeasurement of certain deferred tax assets and liabilities | $ 48,800,000 | ||||
Provisional amount related to the one-time transition tax on mandatory deemed repatriation of foreign earnings | 0 | ||||
Adjustment to deferred tax assets and valuation allowance | 48,800,000 | ||||
Increase in valuation allowance | 2,000,000 | $ 33,400,000 | |||
Increase in valuation allowance as result of operation | 50,800,000 | ||||
Valuation allowance reduction due to Tax Act | $ 48,800,000 | ||||
Net operating loss carryforwards change in ownership percentage minimum | 50.00% | ||||
Unrecognized tax benefits | $ 10,561,000 | 7,791,000 | $ 11,429,000 | $ 5,661,000 | |
Interest and penalties related to unrecognized tax benefits | 0 | $ 0 | $ 0 | ||
State | |||||
Net operating loss carryforwards | 145,600,000 | ||||
Federal | |||||
Net operating loss carryforwards | $ 292,200,000 | ||||
Number of tax years open for examination | 3 years | ||||
Federal | Research and development | |||||
Tax credit carryforwards | $ 5,500,000 | ||||
California | |||||
Number of tax years open for examination | 4 years | ||||
California | Research and development | |||||
Tax credit carryforwards | $ 5,100,000 | ||||
Scenario, Forecast | |||||
Corporate tax rate | 21.00% |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Components of loss before income taxes | |||
United States | $ 124,108 | $ 99,793 | $ 88,112 |
Foreign | 1,128 | 463 | 1,670 |
Total | $ 125,236 | $ 100,256 | $ 89,782 |
Income Taxes - Schedule of co74
Income Taxes - Schedule of components of the provision for income taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred | |||
Federal | $ (1,704,000) | ||
State | (152,000) | ||
Total Deferred | (1,856,000) | ||
Tax Provision | $ (1,856,000) | $ 0 | $ 0 |
Income Taxes - Schedule of reco
Income Taxes - Schedule of reconciliation of the tax expense computed at the statutory federal rate and Company's tax expense (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of the tax expense computed at the statutory federal rate and Company's tax expense | |||
U.S. federal taxes at statutory rate | 34.00% | 34.00% | 34.00% |
State taxes (net of federal benefit) | 3.30% | 1.40% | 0.80% |
Stock-based compensation | (1.10%) | (1.70%) | |
Non-deductible expenses | 0.20% | (0.80%) | |
Foreign tax differential | (0.30%) | (0.20%) | (0.20%) |
Other | 1.10% | ||
Change in valuation allowance | (34.40%) | (34.80%) | (33.80%) |
Change in deferred—Tax Reform | (39.00%) | ||
Change in valuation allowance—Tax Reform | 39.00% | ||
Total | 1.50% |
Income Taxes - Schedule of net
Income Taxes - Schedule of net deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 70,825 | $ 76,353 |
Tax credits | 15 | 13 |
Revenue recognition reserves | 29,819 | 14,291 |
Accruals and other | 5,544 | 3,405 |
Gross deferred tax assets | 106,203 | 94,062 |
Valuation allowance | (95,687) | (93,666) |
Net deferred tax assets | 10,516 | 396 |
Deferred tax liabilities: | ||
Property and equipment | (10,516) | (396) |
Total deferred tax liabilities | $ (10,516) | $ (396) |
Income Taxes - Schedule of re77
Income Taxes - Schedule of reconciliation of unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of unrecognized tax benefits | |||
Unrecognized tax benefits, beginning of period | $ 7,791 | $ 11,429 | $ 5,661 |
Gross increases—current period tax positions | 2,552 | 782 | 2,993 |
Gross increases—prior period tax positions | 218 | (4,420) | 2,775 |
Unrecognized tax benefits, end of period | $ 10,561 | $ 7,791 | $ 11,429 |
Net loss per common share - Sch
Net loss per common share - Schedule of Earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss | $ (40,493) | $ (27,402) | $ (28,557) | $ (26,928) | $ (24,848) | $ (24,971) | $ (24,847) | $ (25,590) | $ (123,380) | $ (100,256) | $ (89,782) |
Shares used in computing net loss per share, basic and diluted | 46,511,739 | 33,176,305 | 28,213,324 | ||||||||
Net loss per share, basic and diluted | $ (2.65) | $ (3.02) | $ (3.18) |
Net loss per common share - S79
Net loss per common share - Schedule of Antidilutive securities excluded from computation of earnings per share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive shares excluded from diluted net loss per share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,982,150 | 5,967,497 | 4,193,153 |
Options | |||
Antidilutive shares excluded from diluted net loss per share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,114,874 | 4,490,662 | 3,659,713 |
Warrants | |||
Antidilutive shares excluded from diluted net loss per share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,962,074 | ||
RSUs | |||
Antidilutive shares excluded from diluted net loss per share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,387,120 | 891,752 | 482,818 |
PRSU | |||
Antidilutive shares excluded from diluted net loss per share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 530,005 | ||
ESPP | |||
Antidilutive shares excluded from diluted net loss per share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 59,259 | 55,078 | 45,963 |
Series A convertible preferred stock | |||
Antidilutive shares excluded from diluted net loss per share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,458,823 | ||
Unvested early exercise of outstanding options subject to repurchase | |||
Antidilutive shares excluded from diluted net loss per share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,659 |
Geographic information - Schedu
Geographic information - Schedule of Revenue by country (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Geographic information | |||
Revenue | $ 68,221 | $ 25,048 | $ 8,378 |
United States | |||
Geographic information | |||
Revenue | 62,446 | 20,758 | 5,432 |
Canada | |||
Geographic information | |||
Revenue | 3,226 | 2,526 | 2,112 |
Rest of World | |||
Geographic information | |||
Revenue | $ 2,549 | $ 1,764 | $ 834 |
Geographic information - Summar
Geographic information - Summary of Long-lived assets (net) by location (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Geographic information | |||
Total long-lived assets, net | $ 30,341 | $ 23,793 | $ 18,709 |
United States | |||
Geographic information | |||
Total long-lived assets, net | $ 30,341 | $ 23,793 | 17,180 |
Chile | |||
Geographic information | |||
Total long-lived assets, net | $ 1,529 |
Selected Quarterly Data (Unau82
Selected Quarterly Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 25,399 | $ 18,148 | $ 14,336 | $ 10,338 | $ 9,236 | $ 6,276 | $ 5,581 | $ 3,955 | |||
Loss from operations | (34,891) | (30,976) | (28,075) | (27,337) | (24,952) | (24,906) | (24,835) | (25,490) | $ (121,279) | $ (100,183) | $ (89,477) |
Net loss | $ (40,493) | $ (27,402) | $ (28,557) | $ (26,928) | $ (24,848) | $ (24,971) | $ (24,847) | $ (25,590) | $ (123,380) | $ (100,256) | $ (89,782) |
Net loss per share, basic and diluted | $ (0.78) | $ (0.57) | $ (0.66) | $ (0.64) | $ (0.69) | $ (0.77) | $ (0.77) | $ (0.80) | $ (2.65) | $ (3.02) | $ (3.18) |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - Amended 2017 Loan Agreement - Third Term Loan - USD ($) $ in Millions | Jun. 30, 2018 | Feb. 26, 2018 |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Term loan, line fee percentage on unused commitment amount | 1.00% | |
Scenario, Forecast | ||
Subsequent Event [Line Items] | ||
Term loan, borrowing amount | $ 20 |