Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-31822 | |
Entity Registrant Name | ACCELERATE DIAGNOSTICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1072256 | |
Entity Address, Address Line One | 3950 South Country Club Road, | |
Entity Address, Address Line Two | Suite 470 | |
Entity Address, City or Town | Tucson, | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85714 | |
City Area Code | 520 | |
Local Phone Number | 365-3100 | |
Title of 12(b) Security | Common Stock, $0.001 par | |
Trading Symbol | AXDX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 61,044,021 | |
Entity Central Index Key | 0000727207 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 42,726 | $ 35,781 |
Investments | 23,954 | 32,488 |
Trade accounts receivable | 1,976 | 1,550 |
Inventory | 9,785 | 9,216 |
Prepaid expenses | 1,891 | 1,172 |
Other current assets | 1,479 | 1,780 |
Total current assets | 81,811 | 81,987 |
Property and equipment, net | 5,825 | 6,135 |
Right of use assets | 3,007 | 3,183 |
Other non-current assets | 2,025 | 2,120 |
Total assets | 92,668 | 93,425 |
Current liabilities: | ||
Accounts payable | 1,917 | 1,290 |
Accrued liabilities | 3,221 | 2,991 |
Accrued interest | 191 | 1,262 |
Deferred revenue | 357 | 376 |
Current portion of long-term debt | 1,127 | 553 |
Current operating lease liability | 551 | 497 |
Total current liabilities | 7,364 | 6,969 |
Non-current operating lease liability | 2,900 | 3,063 |
Other non-current liabilities | 453 | 335 |
Long-term debt | 4,108 | 4,659 |
Convertible notes | 144,207 | 141,211 |
Total liabilities | 159,032 | 156,237 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred shares, $0.001 par value | 0 | 0 |
Common stock, $0.001 par value | 60 | 58 |
Contributed capital | 495,857 | 475,072 |
Treasury stock | (45,067) | (45,067) |
Accumulated deficit | (517,205) | (492,966) |
Accumulated other comprehensive income (loss) | (9) | 91 |
Total stockholders’ deficit | (66,364) | (62,812) |
Total liabilities and stockholders’ deficit | $ 92,668 | $ 93,425 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized (shares) | 5,000,000 | 5,000,000 |
Preferred Stock, shares outstanding (shares) | 0 | 0 |
Common Stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized (shares) | 85,000,000 | 85,000,000 |
Common Stock, shares issued (shares) | 59,561,357 | 57,607,939 |
Common Stock, shares outstanding (shares) | 59,561,357 | 57,607,939 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 2,518,000 | $ 2,342,000 |
Cost of sales | 1,621,000 | 1,287,000 |
Gross profit | 897,000 | 1,055,000 |
Costs and expenses: | ||
Research and development | 6,895,000 | 5,842,000 |
Sales, general and administrative | 14,029,000 | 12,943,000 |
Total costs and expenses | 20,924,000 | 18,785,000 |
Loss from operations | (20,027,000) | (17,730,000) |
Other income (expense): | ||
Interest expense | (4,090,000) | (3,749,000) |
Foreign currency exchange loss | (159,000) | (128,000) |
Interest income | 43,000 | 380,000 |
Other expense, net | (6,000) | (82,000) |
Total other expense, net | (4,212,000) | (3,579,000) |
Net loss before income taxes | (24,239,000) | (21,309,000) |
Provision for income taxes | 0 | 0 |
Net loss | $ (24,239,000) | $ (21,309,000) |
Basic and diluted net loss per share (usd per share) | $ (0.41) | $ (0.39) |
Weighted average shares outstanding (shares) | 58,520 | 54,837 |
Other comprehensive loss: | ||
Net loss | $ (24,239,000) | $ (21,309,000) |
Net unrealized (loss) gain on debt securities available-for-sale | (19,000) | 223,000 |
Foreign currency translation adjustment | (81,000) | (15,000) |
Comprehensive loss | $ (24,339,000) | $ (21,101,000) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (24,239) | $ (21,309) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 659 | 755 |
Amortization of investment discount | 49 | (4) |
Equity-based compensation | 8,839 | 4,199 |
Amortization of debt discount and issuance costs | 2,996 | 2,674 |
Loss on disposal of property and equipment | 0 | 432 |
Contributions to deferred compensation plan | (112) | 0 |
(Increase) decrease in assets: | ||
Accounts receivable | (401) | (9) |
Inventory and instruments in property and equipment | (683) | (1,735) |
Prepaid expense and other | (292) | (1,011) |
Increase (decrease) in liabilities: | ||
Accounts payable | 575 | 968 |
Accrued liabilities, and other | 183 | (1,475) |
Accrued interest | (1,048) | (1,071) |
Deferred revenue and income | (19) | (85) |
Deferred compensation | 118 | 74 |
Net cash used in operating activities | (13,375) | (17,597) |
Cash flows from investing activities: | ||
Purchases of equipment | 0 | (438) |
Purchase of marketable securities | (7,307) | (21,582) |
Maturities of marketable securities | 15,829 | 16,664 |
Net cash provided by (used in) investing activities | 8,522 | (5,356) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 10,746 | 111 |
Proceeds from exercise of options | 1,109 | 1,318 |
Net cash provided by financing activities | 11,855 | 1,429 |
Effect of exchange rate on cash | (57) | (3) |
Increase (decrease) in cash and cash equivalents | 6,945 | (21,527) |
Cash and cash equivalents, beginning of period | 35,781 | 61,014 |
Cash and cash equivalents, end of period | 42,726 | 39,487 |
Non-cash investing activities: | ||
Net transfer of instruments from inventory to property and equipment | 306 | 1,282 |
Supplemental cash flow information: | ||
Interest paid | 2,144 | 2,144 |
Income taxes paid, net of refunds | $ 0 | $ 26 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Common stock | Contributed capital | Accumulated deficit | Accumulated deficitCumulative effect of accounting changes | Treasury stock | Accumulated other comprehensive (loss) income |
Beginning Balance (shares) at Dec. 31, 2019 | 54,709,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of options (shares) | 270,000 | ||||||
Issuance of common stock under employee purchase plan (shares) | 15,000 | ||||||
Ending Balance (shares) at Mar. 31, 2020 | 54,994,000 | ||||||
Beginning Balance, amount at Dec. 31, 2019 | $ 55 | $ 452,344 | $ (414,653) | $ (45,067) | $ (58) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of options | 1,318 | ||||||
Issuance of common stock under employee purchase plan | 111 | ||||||
Equity-based compensation | 4,214 | ||||||
Net loss | $ (21,309) | (21,309) | |||||
Net unrealized (loss) gain on debt securities available-for-sale | 223 | 223 | |||||
Foreign currency translation adjustment | (15) | (15) | |||||
Ending Balance, amount at Mar. 31, 2020 | $ (22,942) | $ 55 | 457,987 | (436,067) | $ (105) | (45,067) | 150 |
Beginning Balance (shares) at Dec. 31, 2020 | 57,608,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (shares) | 1,389,000 | ||||||
Exercise of options (shares) | 317,328 | 554,000 | |||||
Issuance of common stock under employee purchase plan (shares) | 10,000 | ||||||
Ending Balance (shares) at Mar. 31, 2021 | 59,561,000 | ||||||
Beginning Balance, amount at Dec. 31, 2020 | $ (62,812) | $ 58 | 475,072 | (492,966) | (45,067) | 91 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Proceeds from issuance of common stock | 1 | 10,665 | |||||
Exercise of options | 1 | 1,108 | |||||
Issuance of common stock under employee purchase plan | 80 | ||||||
Equity-based compensation | 8,932 | ||||||
Net loss | (24,239) | (24,239) | |||||
Net unrealized (loss) gain on debt securities available-for-sale | (19) | (19) | |||||
Foreign currency translation adjustment | (81) | (81) | |||||
Ending Balance, amount at Mar. 31, 2021 | $ (66,364) | $ 60 | $ 495,857 | $ (517,205) | $ (45,067) | $ (9) |
Organization and Nature of Busi
Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies | NOTE 1. ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION; SIGNIFICANT ACCOUNTING POLICIES Accelerate Diagnostics, Inc. (“we” or “us” or “our” or “Accelerate” or the “Company”) is an in vitro diagnostics company dedicated to providing solutions that improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 2, 2021. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date but does not include all disclosures such as notes required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the entire year ending December 31, 2021, or any future period. All amounts are rounded to the nearest thousand dollars unless otherwise indicated. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances. Use of Estimates The preparation of the Company’s condensed consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to accounts receivable, inventory, property and equipment, accrued liabilities, warranty liabilities, tax valuation accounts, equity–based compensation, revenue and leases. Actual results could differ materially from those estimates. Estimated Fair Value of Financial Instruments The Company follows Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, which has defined fair value and requires the Company to establish a framework for measuring and disclosing fair value. The framework requires the valuation of assets and liabilities subject to fair value measurements using a three-tiered approach and fair value measurement be classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts of financial instruments such as cash and cash equivalents, trade accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, and other current liabilities approximate the related fair values due to the short-term maturities of these instruments. The estimated fair value of the Company’s convertible note represents a Level 2 measurement. See Note 10, Convertible Notes for further detail on the Company’s convertible notes. The estimated fair value of the Company’s long-term debt represents a Level 3 measurement. The promissory notes issued under the Paycheck Protection Program (PPP) and other long-term debt is privately held with no public market. The carrying amount of these notes approximates fair value. See Note 9, Long-Term Debt for further detail on the Company’s long-term debt. Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less at time of purchase are considered to be cash equivalents. Cash and cash equivalents include overnight repurchase agreement accounts and other investments. As part of our cash management process, excess operating cash is invested in overnight repurchase agreements with our bank. Repurchase agreements and other investments classified as cash and cash equivalents are not deposits and are not insured by the U.S. Government, the FDIC or any other government agency and involve investment risk including possible loss of principal. We believe, however, that the market risk arising from holding these financial instruments is minimal. Investments The Company invests in various debt and equity securities which are primarily held in the custody of major financial institutions. Debt securities consist of certificates of deposit, U.S. government and agency securities, commercial paper, and corporate notes and bonds. Equity securities consist of mutual funds. The Company records these investments in the condensed consolidated balance sheet at fair value. Unrealized gains or losses for debt securities available-for-sale are included in accumulated other comprehensive income (loss), a component of stockholders’ deficit. Unrealized gains or losses for equity securities are included in other income (expense), net. The Company considers all debt securities available-for-sale, including those with maturity dates beyond 12 months, as available to support current operational liquidity needs. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. We perform an assessment to determine whether there have been any events or economic circumstances to indicate that a debt security available-for-sale in an unrealized loss position has suffered impairment as a result of credit loss or other factors. A debt security is considered impaired if its fair value is less than its amortized cost basis at the reporting date. If we intend to sell the debt security or if it is more-likely-than-not that we will be required to sell the debt security before the recovery of its amortized cost basis, the impairment is recognized and the unrealized loss is recorded as a direct write-down of the security's amortized cost basis with an offsetting entry to earnings. If we do not intend to sell the debt security or believe we will not be required to sell the debt security before the recovery of its amortized cost basis, the impairment is assessed to determine if a credit loss component exists. We use a discounted cash flow method to determine the credit loss component. In the event a credit loss exists, an allowance for credit losses is recorded in earnings for the credit loss component of the impairment while the remaining portion of the impairment attributable to factors other than credit loss is recognized, net of tax, in accumulated other comprehensive income (loss). The amount of impairment recognized due to credit factors is limited to the excess of the amortized cost basis over the fair value of the security. Inventory Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method. The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale or has a cost basis in excess of its estimated realizable value and records a charge to expense for such inventory as appropriate. Accounts Receivable Accounts receivable consist of amounts due to the Company for sales to customers and are based on what we expect to collect in exchange for goods and services. Receivables are considered past due based on the contractual payment terms and are written off if reasonable collection efforts prove unsuccessful. We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the condensed consolidated statements of operations. We assess collectibility by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. In determining the amount of the allowance for credit losses, we consider historical collectibility and make judgments about the creditworthiness of customers based on credit evaluations. Our customers typically have good credit quality. We also consider customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The allowance for credit losses at March 31, 2021 and December 31, 2020 was $0.2 million and $0.4 million, respectively. The allowance for credit losses for the three months ended March 31, 2021 and 2020 is comprised of the following (in thousands): Three Months Ended March 31, 2021 2020 Beginning balance $ 445 $ 110 Provisions 31 — Write-offs (267) — $ 209 $ 110 The write-offs recorded during the three months ended March 31, 2021 were in connection with a one time restructuring activity of the Company's Europe, Middle East and Africa (“EMEA”) business. These credit losses were incurred as part of the Company terminating agreements with select distributors in geographies it exited and did not pursue collection of these accounts receivables. The credit losses were accrued as of December 31, 2020 and the bad debt expense associated with these credit losses was recorded in the prior period. Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and expenditures for major improvements are capitalized. Gains and losses from retirement or replacement are included in costs and expenses. Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the assets, ranging from one Instruments Classified as Property and Equipment Property and equipment includes Accelerate Pheno systems (also referred to as instruments) used for sales demonstrations, instruments under rental agreements and instruments used for research and development. Depreciation expense for instruments used for sales demonstrations is recorded as a component of sales, general and administrative expense. Depreciation expense for instruments placed at customer sites pursuant to reagent rental agreements is recorded as a component of cost of sales. Depreciation expense for instruments used in our laboratory and research is recorded as a component of research and development expense. The Company retains title to these instruments and depreciates them over five years. Losses from the retirement of returned instruments are included in costs and expenses. The Company evaluates the recoverability of the carrying amount of its instruments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, and this evaluation is performed at least annually. This evaluation is based on our estimate of future cash flows and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of instruments. No impairment charges have been recorded as of March 31, 2021 and December 31, 2020. Long-lived Assets Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows from and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of the long-lived asset. Warranty Reserve Instruments are typically sold with a one year limited warranty, while kits and accessories are typically sold with a sixty days limited warranty. Accordingly, a provision for the estimated cost of the limited warranty repair is recorded at the time revenue is recognized. Our estimated warranty provision is based on our estimate of future repair events and the related estimated cost of repairs. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. The expense incurred for these provisions is included in cost of sales on the condensed consolidated statements of operations and comprehensive loss. Warranty reserve activity for the three months ended March 31, 2021 and 2020 is as follows (in thousands): Three Months Ended March 31, 2021 2020 Beginning balance $ 232 $ 403 Provisions (22) 1 Warranty cost incurred (26) (62) Ending balance $ 184 $ 342 Paycheck Protection Program (PPP) Loan The PPP was established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, through a significant expansion of the Small Business Administration (“SBA”) 7(a) loan program. On April 14, 2020, the Company entered into a promissory note (the “PPP Note”) evidencing an unsecured loan in the amount of $4.8 million. The Company elected to account for the PPP Note in accordance with ASC 470, Debt, with interest accrued in accordance with the interest method under ASC 835-30, Imputation of Interest. The Company recognized the entire PPP Note amount as a liability on the balance sheet, with interest accrued and expensed over the term of the loan. The Company did not impute additional interest at a market rate because transactions where interest rates are prescribed by governmental agencies are excluded from the scope of ASC 835-30. The PPP Note will remain a liability until either of the following criteria are met: • the Company has been legally released from being the primary obligor under the liability (i.e. the PPP Note is forgiven); or • the Company pays the lender and is relieved of its obligation for the liability See Note 9, Long-Term Debt for further detail regarding the PPP Note. Convertible Notes The Company accounts for convertible debt instruments that may be settled in cash or equity upon conversion, which includes the 2.50% Senior Convertible Notes due 2023 (the “Notes”), by separating the liability and equity components of the instruments in a manner that reflects our nonconvertible debt borrowing rate. The Company determined the carrying amount of the liability component of the Notes by using estimates and assumptions that market participants would use in pricing a debt instrument. These estimates and assumptions are judgmental in nature and could have a significant impact on the determination of the debt component, and the associated non-cash interest expense. The equity component is treated as a discount on the liability component of the Notes, which is amortized over the term of the Notes using the effective interest rate method. Debt issuance costs related to the Notes are allocated to the liability and equity components of the Notes based on their relative values. Debt issuance costs allocated to the liability component are amortized over the life of the Notes as additional non-cash interest expense. Transaction costs allocated to equity are netted with the equity component of the convertible debt instrument in stockholders’ deficit. Revenue Recognition The Company recognizes revenue when control of the promised good or service is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales taxes are excluded from revenues. The Company determines revenue recognition through the following steps: • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations • Recognition of revenue as we satisfy a performance obligation Product revenue is derived from the sale or rental of our instruments and sales of related consumable products. When an instrument is sold, revenue is generally recognized upon installation of the unit consistent with contract terms, which do not include a right of return. When a consumable product is sold, revenue is generally recognized upon shipment. Invoices are generally issued when revenue is recognized and the term between invoicing and when payment is due is not typically significant. Service revenue is derived from the sale of extended service agreements which are generally non-cancellable. This revenue is recognized on a straight-line basis over the contract term beginning on the effective date of the contract because the Company is standing ready to provide services. Invoices are generally issued annually and coincide with the beginning of individual service terms. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine relative standalone selling prices based on the price charged to customers for each individual performance obligation. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined these costs would have an amortization period of less than one year and has elected to recognize them as an expense when incurred. Contract asset opening and closing balances were immaterial for the three months ended March 31, 2021. Cost of Sales Cost of sales includes cost of materials, direct labor, equity-based compensation, facility and other manufacturing overhead costs for consumable tests and instruments sold to customers. Cost of sales for instruments also includes depreciation on revenue generating instruments that have been placed with our customers under a reagent rental agreement. Cost of sales includes repair and maintenance cost for instruments covered by a service agreement or instruments covered by a reagent rental agreement. Cost of sales also includes warranty related expenses. Shipping and Handling Shipping and handling costs billed to customers are included as a component of revenue. The corresponding expense incurred with third party carriers is included as a component of sales, general and administrative costs on the condensed consolidated statements of operations and comprehensive loss. Leases The Company accounts for commercial leases in accordance with ASC 842, Leases. We determine if an arrangement is or contains a lease and the type of lease at inception. The Company classifies commercial leases as finance leases (lessee) or sales-type leases (lessor) when there is either a transfer of ownership of the underlying asset by the end of the lease term, the lease contains an option to purchase the asset that we are reasonably certain will be exercised, the lease term is for the major part of the remaining economic life of the asset, the present value of the lease payments and any residual value guarantee equals or substantially exceeds all the fair value of the asset, or the asset is of such a specialized nature that it will have no alternative use to the lessor at the end of the lease term. Payments contingent on future events (i.e. based on usage) are considered variable and excluded from lease payments for the purposes of classification and initial measurement. Several of our leases include options to renew or extend the term upon mutual agreement of the parties and others include one-year extensions exercisable by the lessee. None of our leases contain residual value guarantees, restrictions, or covenants. To determine whether a contract contains a lease, the Company uses its judgment in assessing whether the lessor retains a material amount of economic benefit from an underlying asset, whether explicitly or implicitly identified, which party holds control over the direction and use of the asset, and whether any substantive substitution rights over the asset exist. Lessee Operating leases are included in right-of-use (“ROU”) assets and operating lease liabilities within our consolidated balance sheets. These assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and their related liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Typically, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments. We use the implicit rate when readily determinable. ROU assets are net of lease payments made and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term, which may include options to extend or terminate the lease when it is reasonably certain that we will exercise the option. As of March 31, 2021 and December 31, 2020, the Company was not a party to finance lease arrangements. Our operating leases consist primarily of leased office, factory, and laboratory space in the U.S. and office space in Europe, have between two Lessor The Company leases instruments to customers under “reagent rental” agreements, whereby the customer agrees to purchase consumable products over a stated term, typically five years or less, for a volume-based price that includes an embedded rental for the instruments. When collectibility is probable, that amount is recognized as income at lease commencement for sales-type leases and as product is shipped, typically in a straight–line pattern, over the term for operating leases, which typically include a termination without cause or penalty provision given a short notice period. Consideration is allocated between lease and non-lease components based on stand-alone selling price in accordance with ASC 606, Revenue from Contracts with Customers. Net investment in sales-type leases are included within our condensed consolidated balance sheets as a component of other current assets and other non-current assets, which include the present value of lease payments not yet received and the present value of the residual asset, which are determined using the information available at commencement, including the lease term, estimated useful life, rate implicit in the lease, and expected fair value of the instrument. Nonqualified Cash Deferral Plan The Company's Cash Deferral Plan (the “Deferral Plan”), provides certain key employees, with an opportunity to defer the receipt of such participant's base salary. The Deferral Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code. All of the investments held in the Deferral Plan are equity securities consisting of mutual funds and recorded at fair value with changes in the investments' fair value recognized as earnings in the period they occur. The corresponding liability for the Deferral Plan is included in other non-current liabilities in the condensed consolidated balance sheet. Equity-Based Compensation The Company may award stock options, restricted stock units (“RSUs”), performance-based awards, and other equity-based instruments to its employees, directors and consultants. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period for each tranche (an accelerated attribution method) except for performance-based awards. Performance-based awards vest based on the achievement of performance targets. Compensation costs associated with performance-based awards are recognized over the requisite service period based on probability of achievement. Performance-based awards require management to make assumptions regarding the likelihood of achieving performance targets. The Company estimates the fair value of service based and performance based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. • Volatility: The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. • Expected term: The estimated expected term for employee awards is based on the calculation published by the SEC in SAB110 for use when there is not a sufficient history of employee exercise patterns. For consultant awards, the estimated expected term is the same as the life of the award. • Risk-free interest rate: The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term. • Dividend yield: The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future. The Company records the fair value of RSUs or stock grants based on published closing market price on the day before the grant date. The Company accounts for forfeitures as they occur rather than on an estimated basis. Deferred Tax Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets. The change in deferred tax assets and liabilities for the period represents the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws in deferred tax assets and liabilities are reflected as an adjustment to the tax provision or benefit in the period of enactment. The Company follows the provisions of ASC 740, Income Taxes, to account for any uncertainty in income taxes with respect to the accounting for all tax positions taken (or expected to be taken) on any income tax return. This guidance applies to all open tax periods in all tax jurisdictions in which the Company is required to file an income tax return. Under U.S. GAAP, in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not certain of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more likely than not to be realized upon resolution of the position. Interest and penalties, if any, would be recorded within tax expense. In the first quarter of 2021, the Company was informed by the IRS that they would begin an examination of the Company’s 2018 tax year. Due to the early stage of the examination, management is unable to determine the impact the examination will have on the Company's tax position. Foreign Currency Translation and Foreign Currency Transactions Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income loss. The Company has assets and liabilities, including receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to re-measurement, the impact of which is recorded in foreign currency exchange gain and loss, within the condensed consolidated statement of operations and comprehensive loss. Loss Per Share Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Potentially dilutive common shares consist of shares issuable from stock options and unvested RSUs. Potentially dilutive common shares would also include common shares that would be outstanding if the Notes at the balance sheet date were converted and shares issuable in connection with a securities purchase agreement. Diluted earnings are not presented when the effect of adding such additional common shares is antidilutive. Comprehensive Loss In addition to net loss, comprehensive loss includes all changes in equity during a period, except those resulting from investments by and distributions to owners. The Company holds investments classified as debt securities available-for-sale and records the change in fair market value as a component of comprehensive loss. The Company also has adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars which is included as a component of comprehensive loss. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Standards that were recently adopted In January 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force). ASU 2020-01 clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for the equity method investments in Topic 323 and the accounting for certain forward contracts and purchased options in Topic 815. The Company adopted ASU 2020-01 on January 1, 2021, which had no impact to our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740); Simplifying the Accounting for Income Taxes. ASU 2019-12 reduces complexity in the accounting standard. The Company adopted ASU 2019-2 on January 1, 2021, which had no impact to our consolidated financial statements. The Company maintains a full valuation allowance against its net deferred tax assets. The valuation allowance is based on management’s assessment that it is more likely than not that the Company will not have taxable income in the foreseeable future. Standards not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 reduces the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. In addressing the complexity, this ASU amends the guidance on convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity. This ASU will reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP standards. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU is effective for us on January 1, 2022, with early adoption permitted. We are currently assessing the impact this will have on our consolidated financial statements. |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | NOTE 3. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments and accounts receivable. The Company has financial institutions for banking operations that hold 10% or more of the Company’s cash and cash equivalents. As of March 31, 2021, three of the Company's financial institutions held 63%, 14% and 11% of the Company’s cash and cash equivalents, respectively. As of December 31, 2020, three of the Company's financial institutions held 53% and 16% and 14% of the Company’s cash and cash equivalents, respectively. The Company grants credit to domestic and international customers. Exposure to losses on accounts receivable is principally dependent on each client's financial position. None of the Company's customers accounted for 10% or more of the net accounts receivable balance as of March 31, 2021 and December 31, 2020. Customers who represented 10% or more of the Company’s total revenue for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, 2021 2020 Company A * 12 % * Less than 10% for the period indicated |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS The following tables represent the financial instruments measured at fair value on a recurring basis in the financial statements of the Company and the valuation approach applied to each class of financial instruments at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Quoted Prices Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 27,312 $ — $ — $ 27,312 Commercial paper — 250 — 250 Total cash and cash equivalents 27,312 250 — 27,562 Equity investments: Mutual funds 469 — — 469 Total equity investments 469 — — 469 Debt securities available-for-sale: Certificates of deposit — 2,654 — 2,654 U.S. Treasury securities 375 — — 375 Commercial paper — 10,605 — 10,605 Corporate notes and bonds — 9,851 — 9,851 Debt securities available-for-sale 375 23,110 — 23,485 Total assets measured at fair value $ 28,156 $ 23,360 $ — $ 51,516 December 31, 2020 Quoted Prices Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 19,276 $ — $ — $ 19,276 Commercial paper — 885 — 885 Total cash and cash equivalents 19,276 885 — 20,161 Equity investments: Mutual funds 357 — — 357 Total equity investments 357 — — 357 Debt securities available-for-sale: Certificates of deposit — 5,825 — 5,825 U.S. Treasury securities 5,923 — — 5,923 Commercial paper — 10,604 — 10,604 Corporate notes and bonds — 9,779 — 9,779 Debt securities available-for-sale 5,923 26,208 — 32,131 Total assets measured at fair value $ 25,556 $ 27,093 $ — $ 52,649 Highly liquid investments with an original maturity of three months or less at time of purchase are included in cash and cash equivalents on the condensed consolidated balance sheet. Level 1 assets are priced using quoted prices in active markets for identical assets which include money market funds, U.S. Treasury securities and mutual funds as these specific assets are liquid. Level 2 available-for-sale securities are priced using quoted market prices for similar instruments or nonbinding market prices that are corroborated by observable market data. The Company uses inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of these assets and liabilities. The Company uses such pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs. In 2018, the Company issued the Notes, for total proceeds of $171.5 million, as described in Note 10, Convertible Notes. At March 31, 2021 and December 31, 2020, the fair value of the Notes were $115.6 million and $98.7 million, respectively. The fair value of the Notes is highly correlated to the Company’s stock price and as a result, significant changes to the Company’s stock price will have a significant impact on the calculated fair value. The fair value of the Notes are classified as Level 2 within the fair value hierarchy. See Note 10, Convertible Notes for further detail on the Company’s convertible notes. The Company's PPP Note along with its other long-term notes, cumulatively $5.2 million, approximate their fair value. The estimated fair value of the Company’s long-term debt represents a Level 3 measurement. See Note 9, Long-Term Debt for further detail on the Company's long-term debt. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | NOTE 5. INVESTMENTS The following tables summarize the Company’s debt securities available-for-sale investments at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Amortized Gross Gross Fair Value Certificates of deposit $ 2,652 $ 2 $ — $ 2,654 U.S. Treasury securities 375 — — 375 Commercial paper 10,603 2 — 10,605 Corporate notes and bonds 9,853 — (2) 9,851 Total $ 23,483 $ 4 $ (2) $ 23,485 December 31, 2020 Amortized Gross Gross Fair Value Certificates of deposit $ 5,820 $ 5 $ — $ 5,825 U.S. Treasury securities 5,908 15 — 5,923 Commercial paper 10,603 1 — 10,604 Corporate notes and bonds 9,779 1 (1) 9,779 Total $ 32,110 $ 22 $ (1) $ 32,131 The following table summarizes the maturities of the Company’s debt securities available-for-sale investments at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Amortized Fair Value Amortized Fair Value Due in less than 1 year $ 23,483 $ 23,485 $ 32,110 $ 32,131 Proceeds from sales of debt securities available-for-sale (including principal paydowns) for each of the three months ended March 31, 2021 and 2020 was $0. The Company determines gains and losses of marketable securities based on specific identification of the securities sold. There were no material realized gains or losses from debt securities available-for-sale for the three months ended March 31, 2021 and 2020. No material balances were reclassified out of accumulated other comprehensive income (loss) for the three months ended March 31, 2021 and 2020. As of March 31, 2021, there were no holdings of debt securities available-for-sale of any one issuer in an amount greater than 10%. As of March 31, 2021 and December 31, 2020 there were no material debt securities available-for-sale in a material unrealized loss position. As of March 31, 2021 the Company carried $0.3 million of debt securities available-for-sale that were below the Company's minimum credit rating. These debt securities available-for-sale are not in an unrealized loss position and are not subject to credit risk. All other debt securities available-for-sale had a credit rating of A- or better as of March 31, 2021. Equity securities are comprised of investments in mutual funds. The fair value of equity securities at March 31, 2021 and December 31, 2020 was $0.5 million and $0.4 million, respectively. There were no material unrealized gains or losses on equity securities recorded in income for each of the three months ended March 31, 2021 and 2020. These unrealized gains or losses are recorded as a component of other income (expense), net. There were no realized gains or losses from equity securities for each of the three months ended March 31, 2021 and 2020. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 6. INVENTORY Inventories consisted of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Raw materials $ 5,464 $ 4,891 Work in process 2,397 1,942 Finished goods 1,924 2,383 $ 9,785 $ 9,216 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 7. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Computer equipment $ 3,626 $ 3,608 Technical equipment 3,647 3,789 Facilities 3,690 3,693 Instruments 5,814 5,880 Capital projects in progress 29 — Total property and equipment $ 16,806 $ 16,970 Accumulated depreciation (10,981) (10,835) Property and equipment, net $ 5,825 $ 6,135 Depreciation expense for each of the three months ended March 31, 2021 and 2020 was $0.6 million. Gross assets under operating leases where the Company is the lessor at March 31, 2021 and December 31, 2020 were $3.6 million and $3.8 million, respectively. The underlying accumulated depreciation under operating leases where the Company is the lessor at each of March 31, 2021 and December 31, 2020 was $1.1 million. |
Deferred Revenue and Remaining
Deferred Revenue and Remaining Performance Obligations | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue and Remaining Performance Obligations | NOTE 8. DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS Deferred revenue consists of amounts received for products or services not yet delivered or earned. If we anticipate revenue will not be earned within the following twelve months, the amount is reported as other non-current liabilities. A summary of the balances as of March 31, 2021 and December 31, 2020 follows (in thousands): March 31, December 31, 2021 2020 Products and services not yet delivered $ 357 $ 376 We recognized $0.1 million of revenues that were included in the beginning contract liabilities balances during the three months ended March 31, 2021 and $0.1 million of revenues that were included in the beginning contract liabilities balances during the three months ended March 31, 2020. No material amount of revenue recognized during the period was from performance obligations satisfied in prior periods. Transaction Price Allocated to Remaining Performance Obligations As of March 31, 2021, $10.5 million of revenue is expected to be recognized from remaining performance obligations. This balance primarily relates to product shipments for reagents sold to customers under sales-type lease agreements. These agreements have between two and four year terms and revenue is recognized as product is shipped, typically on a straight-line basis. The remaining balance relates to executed service contracts that begin as warranty periods expire. These service contracts typically provide for four-year terms and revenue is recognized on a straight-line basis. The Company elects not to disclose the value of unsatisfied performance obligations for (i) contracts with an expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | NOTE 9. LONG-TERM DEBT As of March 31, 2021 and December 31, 2020, long-term debt consisted of the following (in thousands): March 31, December 31, 2021 2020 PPP Loan - 1% interest $ 4,825 $ 4,812 Other Loans - various interest 410 400 Total debt 5,235 5,212 Current portion of long-term debt 1,127 553 Long-term debt $ 4,108 $ 4,659 The following presents maturities of future principal obligations of long-term debt as of March 31, 2021 (in thousands): Remainder of 2021 $ 546 2022 1,655 2023 1,291 2024 1,304 2025 439 Thereafter — Total $ 5,235 Other notes payable The Company entered into three loan agreements with two capital asset financing companies. Loan proceeds were $0.8 million, with interest rates ranging from 9.8% to 12.4% and maturities ranging from January 1, 2022 to September 2022. As of March 31, 2021, the current portion of long-term debt was $0.3 million and long-term debt was $0.1 million. PPP Loan On April 14, 2020, the Company entered into the PPP Note evidencing an unsecured loan in the amount of $4.8 million made to the Company under the PPP. The PPP was established under the CARES Act and is administered by the SBA. On September 3, 2020 the Company's loan provider amended the PPP Note per the Paycheck Protection Program Flexibility Act (“PPP Flexibility Act”), which was enacted after the PPP Note was approved and funded. The PPP Flexibility Act amended the CARES Act to require that all PPP Notes made prior to June 5, 2020 be extended to a 5-year term. In accordance with this amendment the PPP Notes' original maturity date of April 14, 2022 was amended to April 14, 2025. The original terms of the loan required 18 monthly payments of principal and interest in the amount of $0.3 million starting November 14, 2020. These amended terms now require 45 monthly payments of principal and interest in the amount of $0.1 million starting August 14, 2021. The PPP Note's interest rate was unchanged and bears interest at a rate of 1% per annum. The PPP Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The proceeds from the PPP Note may only be used for payroll costs (including benefits), interest on mortgage obligations, rent, utilities and interest on certain other debt obligations. The PPP Note contains customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the lender or breaching the terms of the PPP Note documents. The occurrence of an event of default will result in an increase in the interest rate to 18% per annum and provides the lender with customary remedies, including the right to require immediate payment of all amounts owed under the PPP Note. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 10. CONVERTIBLE NOTES On March 27, 2018, the Company issued $150.0 million aggregate principal amount of 2.50% Senior Convertible Notes due 2023. In connection with the offering of the Notes, the Company granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $22.5 million aggregate principal amount of the Notes on the same terms and conditions. On April 4, 2018, the option was partially exercised, which resulted in $21.5 million of additional proceeds, for total proceeds of $171.5 million. The Notes are the Company's senior unsecured obligations and mature on March 15, 2023 (the “Maturity Date”), unless earlier repurchased or converted into shares of common stock under certain circumstances described below. Upon conversion of the Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election. The initial conversion rate of the Notes is 32.3428 shares of common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $30.92 per share of common stock, subject to adjustment. The Company pays interest on the Notes semi-annually in arrears on March 15 and September 15 of each year. The $171.5 million of proceeds received from the issuance of the Notes were allocated between long-term debt (the “liability component”) of $116.6 million and contributed capital (the “equity component”) of $54.9 million. The fair value of the liability component was measured using rates determined for similar debt instruments without a conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the aggregate face value of the Notes. The liability component will be accreted up to the face value of the Notes of $171.5 million, which will result in additional non-cash interest expense being recognized through the Maturity Date. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification. The Company incurred approximately $5.0 million of issuance costs related to the issuance of the Notes, of which $3.4 million and $1.6 million were recorded to long-term debt and contributed capital, respectively. The $3.4 million of issuance costs recorded as long-term debt on the condensed consolidated balance sheet are being amortized over the five-year contractual term of the Notes using the effective interest method. The effective interest rate on the Notes, including accretion of the Notes to par and debt issuance cost amortization, is 11.52%. The Notes include customary terms and covenants, including certain events of default upon which the Notes may be due and payable immediately. Holders have the option to convert the Notes in multiples of $1,000 principal amount at any time prior to December 15, 2022, but only in the following circumstances: • if the Company’s stock price exceeds 130% of the conversion price for 20 of the last 30 trading days of any calendar quarter after June 30, 2018; • during the 5 business day period after any 5 consecutive trading day period in which the Notes’ trading price is less than 98% of the product of the common stock price times the conversion rate; or • the occurrence of certain corporate events, such as a change of control, merger or liquidation. At any time on or after December 15, 2022, a holder may convert its Notes in multiples of $1,000 principal amount. Holders of the Notes who convert their Notes in connection with a make-whole fundamental change (as defined in the Indenture pursuant to which the Notes were issued) are, under certain circumstances, entitled to an increase in the conversion rate. In addition, in the event of a fundamental change or event of default prior to the Maturity Date, holders will, subject to certain conditions, have the right, at their option, to require the Company to repurchase for cash all or part of the Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the repurchase date. The Notes at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, December 31, 2021 2020 Outstanding principal $ 171,500 $ 171,500 Unamortized debt discount (25,703) (28,524) Unamortized debt issuance (1,590) (1,765) Net carrying amount of the liability component $ 144,207 $ 141,211 Interest expense for the three months ended March 31, 2021 and 2020 were as follows (in thousands): Three Months Ended March 31, 2021 2020 Contractual coupon interest $ 1,072 $ 1,072 Amortization of the debt discount 2,821 2,518 Amortization of debt issuance costs 175 156 Total interest expense on convertible notes $ 4,068 $ 3,746 As of March 31, 2021 and December 31, 2020, no Notes were convertible pursuant to their terms. In connection with the Notes issuance, the Company entered into a prepaid forward stock repurchase transaction (“Prepaid Forward”) with a financial institution (“Forward Counterparty”). Pursuant to the Prepaid Forward, the Company used approximately $45.1 million of the net proceeds from its issuance of the Notes to fund the Prepaid Forward. The aggregate number of shares of the Company’s common stock underlying the Prepaid Forward was approximately 1,858,500. The expiration date for the Prepaid Forward is March 15, 2023, although it may be settled earlier in whole or in part. Upon settlement of the Prepaid Forward, at expiration or upon any early settlement, the Forward Counterparty will deliver to the Company the number of shares of common stock underlying the Prepaid Forward or the portion thereof being settled early. The shares purchased under the Prepaid Forward are treated as treasury stock and not outstanding for purposes of the calculation of basic and diluted earnings per share, but will remain outstanding for corporate law purposes, including for purposes of any future stockholders’ votes, until the Forward Counterparty delivers the shares underlying the Prepaid Forward to the Company. The Company’s Prepaid Forward hedge transaction exposes the Company to credit risk to the extent that its counterparty may be unable to meet the terms of the transaction. The Company mitigates this risk by limiting its counterparty to a major financial institution. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 11. EARNINGS PER SHARE Basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share are the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive due to the Company’s losses. The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect for each of the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Shares issuable upon the release of restricted stock units 2,457 154 Shares issuable upon exercise of stock options 7,567 10,851 10,024 11,005 Potentially dilutive common shares would also include common shares that would be outstanding if Notes convertible at the balance sheet date were converted. As discussed in Note 10, Convertible Notes, the Company issued $171.5 million of Notes due 2023. Upon conversion of the Notes, the Company will pay or deliver, as the case may be, cash shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election. The initial conversion rate of the Notes is 32.3428 shares of common stock per $1,000 principal amount of the Notes. As of March 31, 2021, no Notes were convertible pursuant to their terms. The number of shares issuable upon conversion of the Notes is 5.5 million shares. In connection with the Notes, the Company entered into a prepaid forward stock repurchase transaction. The aggregate number of shares of the Company’s common stock underlying the Prepaid Forward was approximately 1,858,500. The shares purchased under the Prepaid Forward are treated as treasury stock and not outstanding for purposes of the calculation of basic and diluted earnings per share, but will remain outstanding for corporate law purposes, including for purposes of any future stockholders’ votes, until the Forward Counterparty delivers the shares underlying the Prepaid Forward to the Company. As discussed in Note 17, Securities Purchase Agreement , the Company entered into a securities purchase agreement with certain Purchasers (as defined in Note 18, Securities Purchase Agreement) for the issuance and sale by the Company of an aggregate of 4,166,663 shares of the Company’s common stock. The closing of the purchase and sale of the shares is expected to occur in three approximately equal tranches, with the first and second tranches having closed on February 19, 2021 and April 9, 2021, respectively. The third tranche is expected to close on June 30, 2021, or such other date as the parties may agree. The shares issued or to be issued from the second and third tranches, as applicable, following the three months ended March 31, 2021 were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses. |
Employee Equity-Based Compensat
Employee Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee Equity-Based Compensation | NOTE 12. EMPLOYEE EQUITY-BASED COMPENSATION The following table summarizes option activity under the Company's equity based compensation plans for the three months ended March 31, 2021: Number of Shares Weighted Average Exercise Price per Share Options Outstanding January 1, 2021 8,045,461 $ 14.18 Granted — — Forfeited (91,170) 14.00 Exercised (317,328) 3.49 Expired (70,271) 22.06 Options Outstanding March 31, 2021 7,566,692 $ 14.56 The table below summarizes the resulting weighted average inputs used to calculate the estimated fair value of options awarded for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Expected term (in years) 0.00 5.98 Volatility — % 56 % Expected dividends — — Risk free interest rates — % 0.74 % Weighted average fair value $ — $ 3.98 No stock options were granted during the three months ended March 31, 2021, resulting in no summarized data for the period. The following table shows summary information for outstanding options and options that are exercisable (vested) as of March 31, 2021: Options Options Number of options 7,566,692 4,642,867 Weighted average remaining contractual term (in years) 6.45 5.38 Weighted average exercise price $ 14.56 $ 14.37 Weighted average fair value $ 9.13 $ 9.14 Aggregate intrinsic value (in thousands) $ 5,773 $ 4,765 The following table summarizes RSU and restricted stock award activity for the three months ended March 31, 2021: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding January 1, 2021 526,414 $ 11.17 Granted 2,178,476 12.25 Forfeited (11,237) 8.55 Vested/released (236,535) 13.73 Outstanding March 31, 2021 2,457,118 $ 11.90 The table below summarizes equity-based compensation expense for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Cost of sales $ 101 $ 71 Research and development 2,746 1,123 Sales, general and administrative 5,992 3,005 $ 8,839 $ 4,199 The table below summarizes share-based compensation cost capitalized to inventory or inventory transferred to property and equipment (also referred to as instruments) for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Cost capitalized to inventory $ 155 $ 109 As of March 31, 2021, unrecognized equity-based compensation expense related to unvested stock options and unvested RSUs was $10.0 million and $23.0 million, respectively. This is expected to be recognized over the years 2021 through 2025. Included in the above-noted stock options outstanding and stock compensation expense are performance-based stock options which vest only upon the achievement of certain targets. Performance-based stock options are generally granted at-the-money, contingently vest over a period of 1 to 2 years, depending on the nature of the performance goal, and have contractual lives of 10 years. These options were valued in the same manner as the time-based options, with the assumption that performance goals will be achieved. The inputs for expected volatility, expected dividends, and risk-free rate used in estimating those options’ fair value are the same as the time-based options issued under the Company's 2012 Omnibus Equity Incentive Plan. The expected term for performance-based stock options is 5 to 7 years. However, the Company only recognizes stock compensation expense to the extent that the targets are determined to be probable of being achieved, which triggers the vesting of the performance options. In 2020, the Company granted 105,000 performance-based stock options. 45,000 performance-based stock options vested in a prior periods due to the performance obligations being achieved. During the three months ended March 31, 2021, another 22,500 performance-based stock options vested due to the performance obligations being achieved. Also during the three months ended March 31, 2021, 22,500 performance-based stock options were determined to be probable of being achieved, which started the expense recognition of the performance options. None of these options have been forfeited as of March 31, 2021. The table below summarizes share-based compensation cost in connection with performance-based stock options for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Performance-based stock option expense $ 165 $ — Included in the above-noted RSU and restricted stock award outstanding amounts are performance-based RSUs which vest only upon the achievement of certain targets. Performance-based RSUs contingently vest over a period of 1 to 3 years, depending on the nature of the performance goal, and have contractual lives of 10 years. These units were valued in the same manner as other RSUs, based on the published closing market price on the day before the grant date. However, the Company only recognizes stock compensation expense to the extent that the targets are determined to be probable of being achieved, which triggers the vesting of the performance options. In 2020, the Company granted 364,338 performance-based RSUs. 81,000 performance-based RSUs were released in prior periods due to the performance obligations being achieved. 23,995 performance-based RSUs were forfeited due to the employees separating from the Company. During the three months ended March 31, 2021, 43,500 performance-based RSU's were released due to the performance obligations being achieved. During the three months ended March 31, 2021, 5,621 performance-based RSUs were forfeited for the employees separating from the Company. At March 31, 2021 210,222 performance-based RSUs were outstanding. None of these performance-based RSU have been forfeited due to performance obligations not being achieved. The table below summarizes share-based compensation cost in connection with performance-based RSUs for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Performance-based RSU expense $ 547 $ — |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13. INCOME TAXES For the three months ended March 31, 2021, the Company did not carry an income tax provision amount as the Company does not recognize tax benefits from current year tax losses in the U.S. and other foreign jurisdictions. The Company’s tax expense for the three months ended March 31, 2021 differs from the tax expense computed by applying the U.S. statutory tax rate to its year-to-date pre-tax loss of $24.2 million, as no tax benefits were recorded for tax losses generated in the U.S. and other foreign jurisdictions due to the valuation allowance. At March 31, 2021, the Company had deferred tax assets primarily related to U.S. federal and state tax loss carryforwards and a deferred tax liability related to amortization of the Notes. The Company provided a valuation allowance against its net deferred tax assets as future realization of such assets is not more likely than not to occur. The Company accounts for uncertain tax positions pursuant to the recognition and measurement criteria under ASC 740, Income Taxes. For the three months ended March 31, 2021, we did not note any significant changes to our uncertain tax positions. We do not anticipate significant changes to uncertain tax positions within the next 12 months. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 15. LEASES The following presents supplemental information related to our leases in which we are the lessee for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 159 284 ROU assets obtained in exchange for lease obligations Operating leases $ — 17 Lease Cost Operating leases $ 298 319 Short-term leases $ 18 $ 32 The weighted average remaining lease term on our operating leases is 4.3 years. The weighted average discount rate on those leases is 7%. The following presents maturities of operating lease liabilities in which we are the lessee as of March 31, 2021 (in thousands): Remainder of 2021 $ 553 2022 861 2023 968 2024 1,055 2025 624 Thereafter — Total lease payments 4,061 Less imputed interest (610) $ 3,451 The net investment in sales-type leases, where we are the lessor, is a component of other current assets and other non-current assets in our condensed consolidated balance sheet. As of March 31, 2021, the total net investment in these leases was $3.2 million. The following presents maturities of lease receivables under sales-type leases as of March 31, 2021 (in thousands): Remainder of 2021 $ 842 2022 1,065 2023 694 2024 258 2025 49 Thereafter 300 Total undiscounted cash flows 3,208 Less imputed interest — Present value of lease payments $ 3,208 |
Leases | NOTE 15. LEASES The following presents supplemental information related to our leases in which we are the lessee for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 159 284 ROU assets obtained in exchange for lease obligations Operating leases $ — 17 Lease Cost Operating leases $ 298 319 Short-term leases $ 18 $ 32 The weighted average remaining lease term on our operating leases is 4.3 years. The weighted average discount rate on those leases is 7%. The following presents maturities of operating lease liabilities in which we are the lessee as of March 31, 2021 (in thousands): Remainder of 2021 $ 553 2022 861 2023 968 2024 1,055 2025 624 Thereafter — Total lease payments 4,061 Less imputed interest (610) $ 3,451 The net investment in sales-type leases, where we are the lessor, is a component of other current assets and other non-current assets in our condensed consolidated balance sheet. As of March 31, 2021, the total net investment in these leases was $3.2 million. The following presents maturities of lease receivables under sales-type leases as of March 31, 2021 (in thousands): Remainder of 2021 $ 842 2022 1,065 2023 694 2024 258 2025 49 Thereafter 300 Total undiscounted cash flows 3,208 Less imputed interest — Present value of lease payments $ 3,208 |
Industry, Geographic and Revenu
Industry, Geographic and Revenue Disaggregation | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Industry, Geographic and Revenue Disaggregation | NOTE 16. INDUSTRY, GEOGRAPHIC AND REVENUE DISAGGREGATION The Company operates as one operating segment. Sales to customers outside the U.S. represented 15% and 11% for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021 and December 31, 2020, balances due from foreign customers, in U.S. dollars, were $0.6 million and $0.3 million, respectively. The following presents total net sales by geographic territory for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Domestic $ 2,145 $ 2,087 Foreign 373 255 $ 2,518 $ 2,342 The following presents total net sales by line of business for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Accelerate Pheno revenue $ 2,473 $ 2,304 Other revenue 45 38 $ 2,518 $ 2,342 The following presents total net sales by products and services for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Products $ 2,217 $ 2,141 Services 301 201 $ 2,518 $ 2,342 Lease revenue included in net sales was $0.4 million and $0.5 million for the three months ended March 31, 2021 and 2020, respectively, which does not represent revenues recognized from contracts with customers. The following presents property and equipment, net by geographic territory (in thousands): March 31, December 31, 2021 2020 Domestic $ 5,249 $ 5,658 Foreign 576 477 $ 5,825 $ 6,135 |
Securities Purchase Agreement
Securities Purchase Agreement | 3 Months Ended |
Mar. 31, 2021 | |
Securities Financing Transactions Disclosures [Abstract] | |
Securities Purchase Agreement | NOTE 17. SECURITIES PURCHASE AGREEMENT On December 24, 2020, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Jack W. Schuler, John Patience, Matthew Strobeck, Mark C. Miller, Thomas D. Brown and Jack Phillips, or entities affiliated with such persons (collectively, the “Purchasers”), for the issuance and sale by the Company of an aggregate of 4,166,663 shares of the Company’s common stock (the “Shares”), to the Purchasers in an offering exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and Rule 506 promulgated thereunder. Each of Jack W. Schuler, John Patience, Matthew Strobeck, Mark C. Miller, Thomas D. Brown and Jack Phillips is a member of the Company’s board of directors. Mr. Phillips also serves as the Company’s President and Chief Executive Officer. The entity affiliated with Jack W. Schuler that originally entered into the Securities Purchase Agreement subsequently entered into an assignment and assumption agreement whereby it assigned all of its rights and obligations as a Purchaser to three other entities that became Purchasers under the Securities Purchase Agreement. These three entities are related to Jack W. Schuler but are not affiliates of his. Pursuant to the Securities Purchase Agreement, the Purchasers have agreed to purchase the Shares at a purchase price (determined in accordance with Nasdaq rules relating to the “market value” of the Company’s common stock) of $7.68 per share, which is equal to the consolidated closing bid price reported by Nasdaq immediately preceding the time the Company entered into the Securities Purchase Agreement for an aggregate purchase price of approximately $32 million. The closing of the purchase and sale of the shares is expected to occur in three approximately equal tranches, with the first and tranches having closed on February 19, 2021 and April 9, 2021, respectively. The third tranche is expected to close on June 30, 2021, or such other date as the parties may agree. The $10.7 million of proceeds from the first tranche closing was recorded to contributed capital as of March 31, 2021. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 18. RELATED PARTY TRANSACTIONS Convertible notes As discussed in Note 10, Convertible Notes, the Company issued Notes in March 2018. As of March 31, 2021 and December 31, 2020 an entity controlled by one member of the Company's board of directors held an aggregate of $42.0 million of the Notes. Securities Purchase Agreement On December 24, 2020, the Company entered into the Securities Purchase Agreement with the Purchasers for the issuance and sale by the Company of an aggregate of 4,166,663 Shares to the Purchasers for an aggregate purchase price of approximately $32 million. The Purchasers are comprised of certain directors and officers of the Company, or entities affiliated or related to such persons. See Note 17, Securities Purchase Agreement, for further information. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 19. SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. On April 9, 2021, the Company received gross proceeds of $10.7 million from the second tranche closing of the Securities Purchase Agreement. |
Organization and Nature of Bu_2
Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 2, 2021. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date but does not include all disclosures such as notes required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the entire year ending December 31, 2021, or any future period. All amounts are rounded to the nearest thousand dollars unless otherwise indicated. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances. |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to accounts receivable, inventory, property and equipment, accrued liabilities, warranty liabilities, tax valuation accounts, equity–based compensation, revenue and leases. Actual results could differ materially from those estimates. |
Estimated Fair Value of Financial Instruments | Estimated Fair Value of Financial Instruments The Company follows Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, which has defined fair value and requires the Company to establish a framework for measuring and disclosing fair value. The framework requires the valuation of assets and liabilities subject to fair value measurements using a three-tiered approach and fair value measurement be classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts of financial instruments such as cash and cash equivalents, trade accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, and other current liabilities approximate the related fair values due to the short-term maturities of these instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less at time of purchase are considered to be cash equivalents. Cash and cash equivalents include overnight repurchase agreement accounts and other investments. As part of our cash management process, excess operating cash is invested in overnight repurchase agreements with our bank. Repurchase agreements and other investments classified as cash and cash equivalents are not deposits and are not insured by the U.S. Government, the FDIC or any other government agency and involve investment risk including possible loss of principal. We believe, however, that the market risk arising from holding these financial instruments is minimal. |
Investments | Investments The Company invests in various debt and equity securities which are primarily held in the custody of major financial institutions. Debt securities consist of certificates of deposit, U.S. government and agency securities, commercial paper, and corporate notes and bonds. Equity securities consist of mutual funds. The Company records these investments in the condensed consolidated balance sheet at fair value. Unrealized gains or losses for debt securities available-for-sale are included in accumulated other comprehensive income (loss), a component of stockholders’ deficit. Unrealized gains or losses for equity securities are included in other income (expense), net. The Company considers all debt securities available-for-sale, including those with maturity dates beyond 12 months, as available to support current operational liquidity needs. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. We perform an assessment to determine whether there have been any events or economic circumstances to indicate that a debt security available-for-sale in an unrealized loss position has suffered impairment as a result of credit loss or other factors. A debt security is considered impaired if its fair value is less than its amortized cost basis at the reporting date. If we intend to sell the debt security or if it is more-likely-than-not that we will be required to sell the debt security before the recovery of its amortized cost basis, the impairment is recognized and the unrealized loss is recorded as a direct write-down of the security's amortized cost basis with an offsetting entry to earnings. If we do not intend to sell the debt security or believe we will not be required to sell the debt security before the recovery of its amortized cost basis, the impairment is assessed to determine if a credit loss component exists. We use a discounted cash flow method to determine the credit loss component. In the event a credit loss exists, an allowance for credit losses is recorded in earnings for the credit loss component of the impairment while the remaining portion of the impairment attributable to factors other than credit loss is recognized, net of tax, in accumulated other comprehensive income (loss). The amount of impairment recognized due to credit factors is limited to the excess of the amortized cost basis over the fair value of the security. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method. The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale or has a cost basis in excess of its estimated realizable value and records a charge to expense for such inventory as appropriate. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of amounts due to the Company for sales to customers and are based on what we expect to collect in exchange for goods and services. Receivables are considered past due based on the contractual payment terms and are written off if reasonable collection efforts prove unsuccessful. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and expenditures for major improvements are capitalized. Gains and losses from retirement or replacement are included in costs and expenses. Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the assets, ranging from one Instruments Classified as Property and Equipment Property and equipment includes Accelerate Pheno systems (also referred to as instruments) used for sales demonstrations, instruments under rental agreements and instruments used for research and development. Depreciation expense for instruments used for sales demonstrations is recorded as a component of sales, general and administrative expense. Depreciation expense for instruments placed at customer sites pursuant to reagent rental agreements is recorded as a component of cost of sales. Depreciation expense for instruments used in our laboratory and research is recorded as a component of research and development expense. The Company retains title to these instruments and depreciates them over five years. Losses from the retirement of returned instruments are included in costs and expenses. The Company evaluates the recoverability of the carrying amount of its instruments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, and this evaluation is performed at least annually. This evaluation is based on our estimate of future cash flows and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of instruments. No impairment charges have been recorded as of March 31, 2021 and December 31, 2020. |
Long-lived Assets | Long-lived Assets Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows from and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of the long-lived asset. |
Warranty Reserve | Warranty Reserve Instruments are typically sold with a one year limited warranty, while kits and accessories are typically sold with a sixty days limited warranty. Accordingly, a provision for the estimated cost of the limited warranty repair is recorded at the time revenue is recognized. Our estimated warranty provision is based on our estimate of future repair events and the related estimated cost of repairs. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. The expense incurred for these provisions is included in cost of sales on the condensed consolidated statements of operations and comprehensive loss. |
Convertible Notes | Convertible Notes The Company accounts for convertible debt instruments that may be settled in cash or equity upon conversion, which includes the 2.50% Senior Convertible Notes due 2023 (the “Notes”), by separating the liability and equity components of the instruments in a manner that reflects our nonconvertible debt borrowing rate. The Company determined the carrying amount of the liability component of the Notes by using estimates and assumptions that market participants would use in pricing a debt instrument. These estimates and assumptions are judgmental in nature and could have a significant impact on the determination of the debt component, and the associated non-cash interest expense. The equity component is treated as a discount on the liability component of the Notes, which is amortized over the term of the Notes using the effective interest rate method. Debt issuance costs related to the Notes are allocated to the liability and equity components of the Notes based on their relative values. Debt issuance costs allocated to the liability component are amortized over the life of the Notes as additional non-cash interest expense. Transaction costs allocated to equity are netted with the equity component of the convertible debt instrument in stockholders’ deficit. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when control of the promised good or service is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales taxes are excluded from revenues. The Company determines revenue recognition through the following steps: • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations • Recognition of revenue as we satisfy a performance obligation Product revenue is derived from the sale or rental of our instruments and sales of related consumable products. When an instrument is sold, revenue is generally recognized upon installation of the unit consistent with contract terms, which do not include a right of return. When a consumable product is sold, revenue is generally recognized upon shipment. Invoices are generally issued when revenue is recognized and the term between invoicing and when payment is due is not typically significant. Service revenue is derived from the sale of extended service agreements which are generally non-cancellable. This revenue is recognized on a straight-line basis over the contract term beginning on the effective date of the contract because the Company is standing ready to provide services. Invoices are generally issued annually and coincide with the beginning of individual service terms. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine relative standalone selling prices based on the price charged to customers for each individual performance obligation. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined these costs would have an amortization period of less than one year and has elected to recognize them as an expense when incurred. Contract asset opening and closing balances were immaterial for the three months ended March 31, 2021. Cost of Sales Cost of sales includes cost of materials, direct labor, equity-based compensation, facility and other manufacturing overhead costs for consumable tests and instruments sold to customers. Cost of sales for instruments also includes depreciation on revenue generating instruments that have been placed with our customers under a reagent rental agreement. Cost of sales includes repair and maintenance cost for instruments covered by a service agreement or instruments covered by a reagent rental agreement. Cost of sales also includes warranty related expenses. Shipping and Handling Shipping and handling costs billed to customers are included as a component of revenue. The corresponding expense incurred with third party carriers is included as a component of sales, general and administrative costs on the condensed consolidated statements of operations and comprehensive loss. |
Leases, Lessee | Leases The Company accounts for commercial leases in accordance with ASC 842, Leases. We determine if an arrangement is or contains a lease and the type of lease at inception. The Company classifies commercial leases as finance leases (lessee) or sales-type leases (lessor) when there is either a transfer of ownership of the underlying asset by the end of the lease term, the lease contains an option to purchase the asset that we are reasonably certain will be exercised, the lease term is for the major part of the remaining economic life of the asset, the present value of the lease payments and any residual value guarantee equals or substantially exceeds all the fair value of the asset, or the asset is of such a specialized nature that it will have no alternative use to the lessor at the end of the lease term. Payments contingent on future events (i.e. based on usage) are considered variable and excluded from lease payments for the purposes of classification and initial measurement. Several of our leases include options to renew or extend the term upon mutual agreement of the parties and others include one-year extensions exercisable by the lessee. None of our leases contain residual value guarantees, restrictions, or covenants. To determine whether a contract contains a lease, the Company uses its judgment in assessing whether the lessor retains a material amount of economic benefit from an underlying asset, whether explicitly or implicitly identified, which party holds control over the direction and use of the asset, and whether any substantive substitution rights over the asset exist. Lessee Operating leases are included in right-of-use (“ROU”) assets and operating lease liabilities within our consolidated balance sheets. These assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and their related liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Typically, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments. We use the implicit rate when readily determinable. ROU assets are net of lease payments made and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term, which may include options to extend or terminate the lease when it is reasonably certain that we will exercise the option. As of March 31, 2021 and December 31, 2020, the Company was not a party to finance lease arrangements. Our operating leases consist primarily of leased office, factory, and laboratory space in the U.S. and office space in Europe, have between two |
Leases, Lessor | Leases The Company accounts for commercial leases in accordance with ASC 842, Leases. We determine if an arrangement is or contains a lease and the type of lease at inception. The Company classifies commercial leases as finance leases (lessee) or sales-type leases (lessor) when there is either a transfer of ownership of the underlying asset by the end of the lease term, the lease contains an option to purchase the asset that we are reasonably certain will be exercised, the lease term is for the major part of the remaining economic life of the asset, the present value of the lease payments and any residual value guarantee equals or substantially exceeds all the fair value of the asset, or the asset is of such a specialized nature that it will have no alternative use to the lessor at the end of the lease term. Payments contingent on future events (i.e. based on usage) are considered variable and excluded from lease payments for the purposes of classification and initial measurement. Several of our leases include options to renew or extend the term upon mutual agreement of the parties and others include one-year extensions exercisable by the lessee. None of our leases contain residual value guarantees, restrictions, or covenants. To determine whether a contract contains a lease, the Company uses its judgment in assessing whether the lessor retains a material amount of economic benefit from an underlying asset, whether explicitly or implicitly identified, which party holds control over the direction and use of the asset, and whether any substantive substitution rights over the asset exist. Lessor The Company leases instruments to customers under “reagent rental” agreements, whereby the customer agrees to purchase consumable products over a stated term, typically five years or less, for a volume-based price that includes an embedded rental for the instruments. When collectibility is probable, that amount is recognized as income at lease commencement for sales-type leases and as product is shipped, typically in a straight–line pattern, over the term for operating leases, which typically include a termination without cause or penalty provision given a short notice period. Consideration is allocated between lease and non-lease components based on stand-alone selling price in accordance with ASC 606, Revenue from Contracts with Customers. Net investment in sales-type leases are included within our condensed consolidated balance sheets as a component of other current assets and other non-current assets, which include the present value of lease payments not yet received and the present value of the residual asset, which are determined using the information available at commencement, including the lease term, estimated useful life, rate implicit in the lease, and expected fair value of the instrument. |
Nonqualified Cash Deferral Plan | Nonqualified Cash Deferral Plan The Company's Cash Deferral Plan (the “Deferral Plan”), provides certain key employees, with an opportunity to defer the receipt of such participant's base salary. The Deferral Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code. All of the investments held in the Deferral Plan are equity securities consisting of mutual funds and recorded at fair value with changes in the investments' fair value recognized as earnings in the period they occur. The corresponding liability for the Deferral Plan is included in other non-current liabilities in the condensed consolidated balance sheet. |
Equity-Based Compensation | Equity-Based Compensation The Company may award stock options, restricted stock units (“RSUs”), performance-based awards, and other equity-based instruments to its employees, directors and consultants. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period for each tranche (an accelerated attribution method) except for performance-based awards. Performance-based awards vest based on the achievement of performance targets. Compensation costs associated with performance-based awards are recognized over the requisite service period based on probability of achievement. Performance-based awards require management to make assumptions regarding the likelihood of achieving performance targets. The Company estimates the fair value of service based and performance based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. • Volatility: The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. • Expected term: The estimated expected term for employee awards is based on the calculation published by the SEC in SAB110 for use when there is not a sufficient history of employee exercise patterns. For consultant awards, the estimated expected term is the same as the life of the award. • Risk-free interest rate: The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term. • Dividend yield: The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future. The Company records the fair value of RSUs or stock grants based on published closing market price on the day before the grant date. The Company accounts for forfeitures as they occur rather than on an estimated basis. |
Deferred Tax | Deferred Tax Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets. The change in deferred tax assets and liabilities for the period represents the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws in deferred tax assets and liabilities are reflected as an adjustment to the tax provision or benefit in the period of enactment. The Company follows the provisions of ASC 740, Income Taxes, to account for any uncertainty in income taxes with respect to the accounting for all tax positions taken (or expected to be taken) on any income tax return. This guidance applies to all open tax periods in all tax jurisdictions in which the Company is required to file an income tax return. Under U.S. GAAP, in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not certain of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more likely than not to be realized upon resolution of the position. Interest and penalties, if any, would be recorded within tax expense. In the first quarter of 2021, the Company was informed by the IRS that they would begin an examination of the Company’s 2018 tax year. Due to the early stage of the examination, management is unable to determine the impact the examination will have on the Company's tax position. |
Foreign Currency Translation and Foreign Currency Transactions | Foreign Currency Translation and Foreign Currency Transactions Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income loss. The Company has assets and liabilities, including receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to re-measurement, the impact of which is recorded in foreign currency exchange gain and loss, within the condensed consolidated statement of operations and comprehensive loss. |
Loss Per Share | Loss Per Share Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Potentially dilutive common shares consist of shares issuable from stock options and unvested RSUs. Potentially dilutive common shares would also include common shares that would be outstanding if the Notes at the balance sheet date were converted and shares issuable in connection with a securities purchase agreement. Diluted earnings are not presented when the effect of adding such additional common shares is antidilutive. |
Comprehensive Loss | Comprehensive Loss In addition to net loss, comprehensive loss includes all changes in equity during a period, except those resulting from investments by and distributions to owners. The Company holds investments classified as debt securities available-for-sale and records the change in fair market value as a component of comprehensive loss. The Company also has adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars which is included as a component of comprehensive loss. |
Standards that were recently adopted and standards not yet adopted | Standards that were recently adopted In January 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force). ASU 2020-01 clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for the equity method investments in Topic 323 and the accounting for certain forward contracts and purchased options in Topic 815. The Company adopted ASU 2020-01 on January 1, 2021, which had no impact to our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740); Simplifying the Accounting for Income Taxes. ASU 2019-12 reduces complexity in the accounting standard. The Company adopted ASU 2019-2 on January 1, 2021, which had no impact to our consolidated financial statements. The Company maintains a full valuation allowance against its net deferred tax assets. The valuation allowance is based on management’s assessment that it is more likely than not that the Company will not have taxable income in the foreseeable future. Standards not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 reduces the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. In addressing the complexity, this ASU amends the guidance on convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity. This ASU will reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP standards. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU is effective for us on January 1, 2022, with early adoption permitted. We are currently assessing the impact this will have on our consolidated financial statements. |
Organization and Nature of Bu_3
Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Allowance For Credit Losses | The allowance for credit losses for the three months ended March 31, 2021 and 2020 is comprised of the following (in thousands): Three Months Ended March 31, 2021 2020 Beginning balance $ 445 $ 110 Provisions 31 — Write-offs (267) — $ 209 $ 110 |
Schedule of Warranty Reserve | Warranty reserve activity for the three months ended March 31, 2021 and 2020 is as follows (in thousands): Three Months Ended March 31, 2021 2020 Beginning balance $ 232 $ 403 Provisions (22) 1 Warranty cost incurred (26) (62) Ending balance $ 184 $ 342 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of Customer Concentration | Customers who represented 10% or more of the Company’s total revenue for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, 2021 2020 Company A * 12 % * Less than 10% for the period indicated |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement | The following tables represent the financial instruments measured at fair value on a recurring basis in the financial statements of the Company and the valuation approach applied to each class of financial instruments at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Quoted Prices Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 27,312 $ — $ — $ 27,312 Commercial paper — 250 — 250 Total cash and cash equivalents 27,312 250 — 27,562 Equity investments: Mutual funds 469 — — 469 Total equity investments 469 — — 469 Debt securities available-for-sale: Certificates of deposit — 2,654 — 2,654 U.S. Treasury securities 375 — — 375 Commercial paper — 10,605 — 10,605 Corporate notes and bonds — 9,851 — 9,851 Debt securities available-for-sale 375 23,110 — 23,485 Total assets measured at fair value $ 28,156 $ 23,360 $ — $ 51,516 December 31, 2020 Quoted Prices Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 19,276 $ — $ — $ 19,276 Commercial paper — 885 — 885 Total cash and cash equivalents 19,276 885 — 20,161 Equity investments: Mutual funds 357 — — 357 Total equity investments 357 — — 357 Debt securities available-for-sale: Certificates of deposit — 5,825 — 5,825 U.S. Treasury securities 5,923 — — 5,923 Commercial paper — 10,604 — 10,604 Corporate notes and bonds — 9,779 — 9,779 Debt securities available-for-sale 5,923 26,208 — 32,131 Total assets measured at fair value $ 25,556 $ 27,093 $ — $ 52,649 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Investments | The following tables summarize the Company’s debt securities available-for-sale investments at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Amortized Gross Gross Fair Value Certificates of deposit $ 2,652 $ 2 $ — $ 2,654 U.S. Treasury securities 375 — — 375 Commercial paper 10,603 2 — 10,605 Corporate notes and bonds 9,853 — (2) 9,851 Total $ 23,483 $ 4 $ (2) $ 23,485 December 31, 2020 Amortized Gross Gross Fair Value Certificates of deposit $ 5,820 $ 5 $ — $ 5,825 U.S. Treasury securities 5,908 15 — 5,923 Commercial paper 10,603 1 — 10,604 Corporate notes and bonds 9,779 1 (1) 9,779 Total $ 32,110 $ 22 $ (1) $ 32,131 |
Summary of Maturities of Available-for-sale Investments | The following table summarizes the maturities of the Company’s debt securities available-for-sale investments at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Amortized Fair Value Amortized Fair Value Due in less than 1 year $ 23,483 $ 23,485 $ 32,110 $ 32,131 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | Inventories consisted of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Raw materials $ 5,464 $ 4,891 Work in process 2,397 1,942 Finished goods 1,924 2,383 $ 9,785 $ 9,216 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Computer equipment $ 3,626 $ 3,608 Technical equipment 3,647 3,789 Facilities 3,690 3,693 Instruments 5,814 5,880 Capital projects in progress 29 — Total property and equipment $ 16,806 $ 16,970 Accumulated depreciation (10,981) (10,835) Property and equipment, net $ 5,825 $ 6,135 |
Deferred Revenue and Remainin_2
Deferred Revenue and Remaining Performance Obligations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue and Income Summary | A summary of the balances as of March 31, 2021 and December 31, 2020 follows (in thousands): March 31, December 31, 2021 2020 Products and services not yet delivered $ 357 $ 376 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | As of March 31, 2021 and December 31, 2020, long-term debt consisted of the following (in thousands): March 31, December 31, 2021 2020 PPP Loan - 1% interest $ 4,825 $ 4,812 Other Loans - various interest 410 400 Total debt 5,235 5,212 Current portion of long-term debt 1,127 553 Long-term debt $ 4,108 $ 4,659 |
Schedule of Maturities of Long-term Debt | The following presents maturities of future principal obligations of long-term debt as of March 31, 2021 (in thousands): Remainder of 2021 $ 546 2022 1,655 2023 1,291 2024 1,304 2025 439 Thereafter — Total $ 5,235 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | The Notes at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, December 31, 2021 2020 Outstanding principal $ 171,500 $ 171,500 Unamortized debt discount (25,703) (28,524) Unamortized debt issuance (1,590) (1,765) Net carrying amount of the liability component $ 144,207 $ 141,211 |
Schedule of Interest Expense | Interest expense for the three months ended March 31, 2021 and 2020 were as follows (in thousands): Three Months Ended March 31, 2021 2020 Contractual coupon interest $ 1,072 $ 1,072 Amortization of the debt discount 2,821 2,518 Amortization of debt issuance costs 175 156 Total interest expense on convertible notes $ 4,068 $ 3,746 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Issuable Common Shares not Included in Computation of Diluted Net Loss Per Share | The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect for each of the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Shares issuable upon the release of restricted stock units 2,457 154 Shares issuable upon exercise of stock options 7,567 10,851 10,024 11,005 |
Employee Equity-Based Compens_2
Employee Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Activity | The following table summarizes option activity under the Company's equity based compensation plans for the three months ended March 31, 2021: Number of Shares Weighted Average Exercise Price per Share Options Outstanding January 1, 2021 8,045,461 $ 14.18 Granted — — Forfeited (91,170) 14.00 Exercised (317,328) 3.49 Expired (70,271) 22.06 Options Outstanding March 31, 2021 7,566,692 $ 14.56 |
Black-Scholes Assumptions for Option Granted | The table below summarizes the resulting weighted average inputs used to calculate the estimated fair value of options awarded for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Expected term (in years) 0.00 5.98 Volatility — % 56 % Expected dividends — — Risk free interest rates — % 0.74 % Weighted average fair value $ — $ 3.98 |
Stock Option Supplemental Information | The following table shows summary information for outstanding options and options that are exercisable (vested) as of March 31, 2021: Options Options Number of options 7,566,692 4,642,867 Weighted average remaining contractual term (in years) 6.45 5.38 Weighted average exercise price $ 14.56 $ 14.37 Weighted average fair value $ 9.13 $ 9.14 Aggregate intrinsic value (in thousands) $ 5,773 $ 4,765 |
Restricted Stock Activity | The following table summarizes RSU and restricted stock award activity for the three months ended March 31, 2021: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding January 1, 2021 526,414 $ 11.17 Granted 2,178,476 12.25 Forfeited (11,237) 8.55 Vested/released (236,535) 13.73 Outstanding March 31, 2021 2,457,118 $ 11.90 |
Equity-Based Compensation Expense and Tax Benefit | The table below summarizes equity-based compensation expense for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Cost of sales $ 101 $ 71 Research and development 2,746 1,123 Sales, general and administrative 5,992 3,005 $ 8,839 $ 4,199 The table below summarizes share-based compensation cost capitalized to inventory or inventory transferred to property and equipment (also referred to as instruments) for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Cost capitalized to inventory $ 155 $ 109 The table below summarizes share-based compensation cost in connection with performance-based stock options for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Performance-based stock option expense $ 165 $ — The table below summarizes share-based compensation cost in connection with performance-based RSUs for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Performance-based RSU expense $ 547 $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Supplemental Lease Information | The following presents supplemental information related to our leases in which we are the lessee for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 159 284 ROU assets obtained in exchange for lease obligations Operating leases $ — 17 Lease Cost Operating leases $ 298 319 Short-term leases $ 18 $ 32 |
Lease Costs | The following presents supplemental information related to our leases in which we are the lessee for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 159 284 ROU assets obtained in exchange for lease obligations Operating leases $ — 17 Lease Cost Operating leases $ 298 319 Short-term leases $ 18 $ 32 |
Maturities of Operating Lease Liabilities | The following presents maturities of operating lease liabilities in which we are the lessee as of March 31, 2021 (in thousands): Remainder of 2021 $ 553 2022 861 2023 968 2024 1,055 2025 624 Thereafter — Total lease payments 4,061 Less imputed interest (610) $ 3,451 |
Maturities of Sales-type Lease Receivables | The following presents maturities of lease receivables under sales-type leases as of March 31, 2021 (in thousands): Remainder of 2021 $ 842 2022 1,065 2023 694 2024 258 2025 49 Thereafter 300 Total undiscounted cash flows 3,208 Less imputed interest — Present value of lease payments $ 3,208 |
Industry, Geographic and Reve_2
Industry, Geographic and Revenue Disaggregation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Disaggregation of Revenue | The following presents total net sales by geographic territory for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Domestic $ 2,145 $ 2,087 Foreign 373 255 $ 2,518 $ 2,342 The following presents total net sales by line of business for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Accelerate Pheno revenue $ 2,473 $ 2,304 Other revenue 45 38 $ 2,518 $ 2,342 The following presents total net sales by products and services for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Products $ 2,217 $ 2,141 Services 301 201 $ 2,518 $ 2,342 |
Long-lived Assets by Geographic Territory | The following presents property and equipment, net by geographic territory (in thousands): March 31, December 31, 2021 2020 Domestic $ 5,249 $ 5,658 Foreign 576 477 $ 5,825 $ 6,135 |
Organization and Nature of Bu_4
Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Apr. 14, 2020 | Dec. 31, 2019 | Apr. 04, 2018 | Mar. 27, 2018 | |
Property, Plant and Equipment [Line Items] | |||||||
Accounts Receivable, Allowance for Credit Loss | $ (209,000) | $ (110,000) | $ (445,000) | $ (110,000) | |||
Impairment charges | $ 0 | $ 0 | |||||
Instrument warranty term | 1 year | ||||||
Kits and accessories warranty term | 60 days | ||||||
Lease extension | 1 year | ||||||
Lessor lease term | 5 years | ||||||
Expected dividends | 0.00% | 0.00% | |||||
Unsecured obligations | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Aggregate principal amount | $ 5,200,000 | ||||||
PPP Loan | Unsecured obligations | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Aggregate principal amount | $ 4,800,000 | ||||||
Interest rate | 1.00% | 1.00% | |||||
2.50% Convertible notes due 2023 | Unsecured obligations | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Aggregate principal amount | $ 171,500,000 | $ 150,000,000 | |||||
Interest rate | 2.50% | 2.50% | |||||
Instruments | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful life of assets | 5 years | ||||||
Minimum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful life of assets | 1 year | ||||||
Lease term | 2 years | ||||||
Maximum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful life of assets | 7 years | ||||||
Lease term | 6 years |
Organization and Nature of Bu_5
Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies - Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 445 | $ 110 |
Provisions | 31 | 0 |
Write-offs | (267) | 0 |
Ending balance | $ 209 | $ 110 |
Organization and Nature of Bu_6
Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies - Schedule of Product Warranty Reserve Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 232 | $ 403 |
Provisions | (22) | 1 |
Warranty cost incurred | (26) | (62) |
Ending balance | $ 184 | $ 342 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash and cash equivalents | Concentration of credit risk | Financial institution A | |||
Concentration Risk [Line Items] | |||
Risk concentration | 63.00% | 53.00% | |
Cash and cash equivalents | Concentration of credit risk | Financial institution B | |||
Concentration Risk [Line Items] | |||
Risk concentration | 14.00% | 16.00% | |
Cash and cash equivalents | Concentration of credit risk | Financial institution C | |||
Concentration Risk [Line Items] | |||
Risk concentration | 11.00% | 14.00% | |
Total revenue | Customer concentration | Company A | |||
Concentration Risk [Line Items] | |||
Risk concentration | 12.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Measurement (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of equity securities | $ 500 | $ 400 |
Fair Value | 23,485 | 32,131 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,654 | 5,825 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 375 | 5,923 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 10,605 | 10,604 |
Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 9,851 | 9,779 |
Fair value on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 27,562 | 20,161 |
Fair value of equity securities | 469 | 357 |
Fair Value | 23,485 | 32,131 |
Total assets measured at fair value | 51,516 | 52,649 |
Fair value on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 27,312 | 19,276 |
Fair value of equity securities | 469 | 357 |
Fair Value | 375 | 5,923 |
Total assets measured at fair value | 28,156 | 25,556 |
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 250 | 885 |
Fair value of equity securities | 0 | 0 |
Fair Value | 23,110 | 26,208 |
Total assets measured at fair value | 23,360 | 27,093 |
Fair value on a recurring basis | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair value of equity securities | 0 | 0 |
Fair Value | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Fair value on a recurring basis | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of equity securities | 469 | 357 |
Fair value on a recurring basis | Mutual funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of equity securities | 469 | 357 |
Fair value on a recurring basis | Mutual funds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of equity securities | 0 | 0 |
Fair value on a recurring basis | Mutual funds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of equity securities | 0 | 0 |
Fair value on a recurring basis | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,654 | 5,825 |
Fair value on a recurring basis | Certificates of deposit | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Fair value on a recurring basis | Certificates of deposit | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,654 | 5,825 |
Fair value on a recurring basis | Certificates of deposit | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Fair value on a recurring basis | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 375 | 5,923 |
Fair value on a recurring basis | U.S. Treasury securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 375 | 5,923 |
Fair value on a recurring basis | U.S. Treasury securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Fair value on a recurring basis | U.S. Treasury securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Fair value on a recurring basis | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 10,605 | 10,604 |
Fair value on a recurring basis | Commercial paper | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Fair value on a recurring basis | Commercial paper | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 10,605 | 10,604 |
Fair value on a recurring basis | Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Fair value on a recurring basis | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 9,851 | 9,779 |
Fair value on a recurring basis | Corporate notes and bonds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Fair value on a recurring basis | Corporate notes and bonds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 9,851 | 9,779 |
Fair value on a recurring basis | Corporate notes and bonds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Fair value on a recurring basis | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 27,312 | 19,276 |
Fair value on a recurring basis | Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 27,312 | 19,276 |
Fair value on a recurring basis | Money market funds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair value on a recurring basis | Money market funds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair value on a recurring basis | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 250 | 885 |
Fair value on a recurring basis | Commercial paper | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair value on a recurring basis | Commercial paper | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 250 | 885 |
Fair value on a recurring basis | Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - Unsecured obligations - USD ($) | Apr. 04, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 27, 2018 |
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 5,200,000 | |||
2.50% Convertible notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of notes | $ 171,500,000 | |||
Fair value | $ 115,600,000 | $ 98,700,000 | ||
Aggregate principal amount | $ 171,500,000 | $ 150,000,000 |
Investments - Schedule of Avail
Investments - Schedule of Available-for-sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt and Equity Securities, FV-NI [Line Items] | ||
Amortized Cost | $ 23,483 | $ 32,110 |
Gross Unrealized Gains | 4 | 22 |
Gross Unrealized Losses | (2) | (1) |
Fair Value | 23,485 | 32,131 |
Certificates of deposit | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Amortized Cost | 2,652 | 5,820 |
Gross Unrealized Gains | 2 | 5 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 2,654 | 5,825 |
U.S. Treasury securities | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Amortized Cost | 375 | 5,908 |
Gross Unrealized Gains | 0 | 15 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 375 | 5,923 |
Commercial paper | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Amortized Cost | 10,603 | 10,603 |
Gross Unrealized Gains | 2 | 1 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 10,605 | 10,604 |
Corporate notes and bonds | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Amortized Cost | 9,853 | 9,779 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (2) | (1) |
Fair Value | 9,851 | $ 9,779 |
Debt securities available-for-sale below Company's minimum credit rating | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Fair Value | $ 300 |
Investments - Schedule of Ava_2
Investments - Schedule of Available-for-Sale Investment Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Amortized Cost | ||
Due in less than 1 year | $ 23,483 | $ 32,110 |
Fair Value | ||
Due in less than 1 year | $ 23,485 | $ 32,131 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Debt Securities, Available-for-sale [Line Items] | |||
Proceeds from sales of marketable securities | $ 0 | $ 0 | |
Realized gains or losses from equity securities | 0 | 0 | |
Unrealized loss position of debt securities | 0 | $ 0 | |
Fair Value | 23,485,000 | 32,131,000 | |
Fair value of equity securities | 500,000 | $ 400,000 | |
Unrealized losses on equity securities | 0 | 0 | |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent | |||
Debt Securities, Available-for-sale [Line Items] | |||
Reclassified from accumulated OCI | $ 0 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,464 | $ 4,891 |
Work in process | 2,397 | 1,942 |
Finished goods | 1,924 | 2,383 |
Inventory | $ 9,785 | $ 9,216 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 16,806 | $ 16,970 |
Accumulated depreciation | (10,981) | (10,835) |
Property and equipment, net | 5,825 | 6,135 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,626 | 3,608 |
Technical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,647 | 3,789 |
Facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,690 | 3,693 |
Instruments | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,814 | 5,880 |
Capital projects in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 29 | $ 0 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 600 | $ 600 | |
Accumulated depreciation | 10,981 | $ 10,835 | |
Assets under operating leases | |||
Property, Plant and Equipment [Line Items] | |||
Gross assets | 3,600 | 3,800 | |
Accumulated depreciation | $ 1,100 | $ 1,100 |
Deferred Revenue and Remainin_3
Deferred Revenue and Remaining Performance Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue and income | $ 357 | $ 376 | |
Revenues recognized included in contract liabilities balances | 100 | $ 100 | |
Revenue expected to be recognized from remaining performance obligations | $ 10,500 | ||
Contact period | These agreements have between two and four year terms and revenue is recognized as product is shipped, typically on a straight-line basis. The remaining balance relates to executed service contracts that begin as warranty periods expire. These service contracts typically provide for four-year terms and revenue is recognized on a straight-line basis. | ||
Products and services not yet delivered | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue and income | $ 357 | $ 376 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 14, 2020 |
Debt Instrument [Line Items] | |||
Total debt | $ 5,235 | $ 5,212 | |
Current portion of long-term debt | 1,127 | 553 | |
Long-term debt | $ 4,108 | 4,659 | |
PPP Loan | PPP Loan - 1% interest | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.00% | 1.00% | |
Total debt | $ 4,825 | 4,812 | |
Other Loans - various interest | Other Loans - various interest | |||
Debt Instrument [Line Items] | |||
Total debt | 410 | $ 400 | |
Current portion of long-term debt | 300 | ||
Long-term debt | $ 100 |
Long-term Debt - Schedule of Ma
Long-term Debt - Schedule of Maturities of Future Principal Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Remainder of 2021 | $ 546 | |
2022 | 1,655 | |
2023 | 1,291 | |
2024 | 1,304 | |
2025 | 439 | |
Thereafter | 0 | |
Total debt | $ 5,235 | $ 5,212 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) $ in Thousands | Aug. 14, 2021USD ($)payment | Nov. 14, 2020USD ($)payment | Mar. 31, 2021USD ($)milestoneloan | Dec. 31, 2020USD ($) | Apr. 14, 2020USD ($) |
Debt Instrument [Line Items] | |||||
Current portion of long-term debt | $ 1,127 | $ 553 | |||
Long-term debt | 4,108 | $ 4,659 | |||
Unsecured obligations | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 5,200 | ||||
Other notes payable | Other Loans - various interest | |||||
Debt Instrument [Line Items] | |||||
Number of loan agreements | loan | 3 | ||||
Number of capital asset financing companies | milestone | 2 | ||||
Proceeds from debt | $ 800 | ||||
Current portion of long-term debt | 300 | ||||
Long-term debt | $ 100 | ||||
Other notes payable | Minimum | Other Loans - various interest | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 9.80% | ||||
Other notes payable | Maximum | Other Loans - various interest | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 12.40% | ||||
PPP Loan | Unsecured obligations | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.00% | 1.00% | |||
Aggregate principal amount | $ 4,800 | ||||
Number of monthly payments | payment | 18 | ||||
Monthly payment | $ 300 | ||||
PPP Loan | Unsecured obligations | Forecast | |||||
Debt Instrument [Line Items] | |||||
Number of monthly payments | payment | 45 | ||||
Monthly payment | $ 100 |
Convertible Notes - Narrative (
Convertible Notes - Narrative (Details) | Apr. 04, 2018USD ($)day | Mar. 27, 2018USD ($)$ / shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Outstanding principal | $ 171,500,000 | $ 171,500,000 | ||
Unamortized debt issuance | $ (1,590,000) | $ (1,765,000) | ||
Net proceeds from notes to fund Prepaid Forward | $ 45,100,000 | |||
Aggregate number of shares (shares) | shares | 1,858,500 | |||
Unsecured obligations | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 5,200,000 | |||
Unsecured obligations | 2.50% Convertible notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 171,500,000 | $ 150,000,000 | ||
Interest rate | 2.50% | 2.50% | ||
Over-allotment option, term | 13 days | |||
Over-allotment option | $ 22,500,000 | |||
Additional proceeds | 21,500,000 | |||
Proceeds from Issuance of Debt | $ 171,500,000 | |||
Conversion ratio | 0.0323428 | 0.0323428 | ||
Initial conversion price (usd per share) | $ / shares | $ 30.92 | |||
Outstanding principal | $ 116,600,000 | |||
Equity component | (54,900,000) | |||
Unamortized debt issuance | $ (5,000,000) | |||
Contractual term | 5 years | |||
Effective interest rate | 11.52% | |||
Stock price conversion threshold, percentage | 130.00% | |||
Consecutive trading days | day | 20 | |||
Threshold trading days | day | 30 | |||
Trading price threshold, percentage | 98.00% | |||
Repurchase principal balance, percent | 100.00% | |||
Unsecured obligations | 2.50% Convertible notes due 2023 | Long-term debt | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance | $ (3,400,000) | |||
Unsecured obligations | 2.50% Convertible notes due 2023 | Contributed capital | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance | $ (1,600,000) |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Outstanding principal | $ 171,500 | $ 171,500 |
Unamortized debt discount | (25,703) | (28,524) |
Unamortized debt issuance | (1,590) | (1,765) |
Net carrying amount of the liability component | $ 144,207 | $ 141,211 |
Convertible Notes - Schedule _2
Convertible Notes - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Contractual coupon interest | $ 1,072 | $ 1,072 |
Amortization of the debt discount | 2,821 | 2,518 |
Amortization of debt issuance costs | 175 | 156 |
Total interest expense on convertible notes | $ 4,068 | $ 3,746 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Potentially Issuable Common Shares not Included in Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock instruments outstanding (shares) | 10,024 | 11,005 |
Shares issuable upon the release of restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock instruments outstanding (shares) | 2,457 | 154 |
Shares issuable upon exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock instruments outstanding (shares) | 7,567 | 10,851 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) | Dec. 24, 2020paymentshares | Apr. 04, 2018USD ($) | Mar. 27, 2018USD ($) | Mar. 31, 2021USD ($)shares |
Debt Instrument [Line Items] | ||||
Aggregate number of shares (shares) | 1,858,500 | |||
Sale of stock (shares) | 4,166,663 | |||
Number of equal tranches | payment | 3 | |||
Unsecured obligations | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ | $ 5,200,000 | |||
Unsecured obligations | 2.50% Convertible notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ | $ 171,500,000 | $ 150,000,000 | ||
Conversion ratio | 0.0323428 | 0.0323428 | ||
Shares issued (shares) | 0 | |||
Issuable upon conversion of the Notes (shares) | 5,500,000 |
Employee Equity-Based Compens_3
Employee Equity-Based Compensation - Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance (shares) | shares | 8,045,461 |
Granted (shares) | shares | 0 |
Forfeited (shares) | shares | (91,170) |
Exercised (shares) | shares | (317,328) |
Expired (shares) | shares | (70,271) |
Outstanding, ending balance (shares) | shares | 7,566,692 |
Weighted Average Exercise Price per Share | |
Outstanding, beginning balance (usd per share) | $ / shares | $ 14.18 |
Granted (usd per share) | $ / shares | 0 |
Forfeited (usd per share) | $ / shares | 14 |
Exercised (usd per share) | $ / shares | 3.49 |
Expired (usd per share) | $ / shares | 22.06 |
Outstanding, ending balance (usd per share) | $ / shares | $ 14.56 |
Employee Equity-Based Compens_4
Employee Equity-Based Compensation - Inputs to Calculate Estimated Fair Value of Options Awarded (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Expected term (in years) | 0 years | 5 years 11 months 23 days |
Volatility | 0.00% | 56.00% |
Expected dividends | 0.00% | 0.00% |
Risk free interest rates | 0.00% | 0.74% |
Weighted average fair value (usd per share) | $ 0 | $ 3.98 |
Granted (shares) | 0 |
Employee Equity-Based Compens_5
Employee Equity-Based Compensation - Stock Option Supplemental Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Options Outstanding | ||
Number of options (shares) | 7,566,692 | 8,045,461 |
Weighted average remaining contractual term (in years) | 6 years 5 months 12 days | |
Weighted average exercise price (usd per share) | $ 14.56 | $ 14.18 |
Weighted average fair value (usd per share) | $ 9.13 | |
Aggregate intrinsic value (in thousands) | $ 5,773 | |
Options Exercisable | ||
Number of options (shares) | 4,642,867 | |
Weighted average remaining contractual term (in years) | 5 years 4 months 17 days | |
Weighted average exercise price (usd per share) | $ 14.37 | |
Weighted average fair value (usd per share) | $ 9.14 | |
Aggregate intrinsic value (in thousands) | $ 4,765 |
Employee Equity-Based Compens_6
Employee Equity-Based Compensation - Restricted Stock Activity (Details) - RSUs and RSAs | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Shares | |
Beginning balance (shares) | shares | 526,414 |
Granted (shares) | shares | 2,178,476 |
Forfeited (shares) | shares | (11,237) |
Vested/Released (shares) | shares | (236,535) |
Ending balance (shares) | shares | 2,457,118 |
Weighted Average Grant Date Fair Value per Share | |
Beginning balance (usd per share) | $ / shares | $ 11.17 |
Granted (usd per share) | $ / shares | 12.25 |
Forfeited (usd per share) | $ / shares | 8.55 |
Vested/Released (usd per share) | $ / shares | 13.73 |
Ending balance (usd per share) | $ / shares | $ 11.90 |
Employee Equity-Based Compens_7
Employee Equity-Based Compensation - Equity-Based Compensation Expense and Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Equity-based compensation expense | $ 8,839 | $ 4,199 |
Cost capitalized to inventory | 155 | 109 |
Performance-based stock option expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Equity-based compensation expense | 165 | 0 |
Performance-based RSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Equity-based compensation expense | 547 | 0 |
Cost of sales | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Equity-based compensation expense | 101 | 71 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Equity-based compensation expense | 2,746 | 1,123 |
Sales, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Equity-based compensation expense | $ 5,992 | $ 3,005 |
Employee Equity-Based Compens_8
Employee Equity-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized equity-based compensation cost | $ 10 | |
RSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized equity-based compensation cost, restricted stock units | $ 23 | |
Performance-based stock options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Contractual life | 10 years | |
Granted (shares) | 22,500 | 105,000 |
Vested (shares) | 22,500 | 45,000 |
Performance-based stock options | Minimum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Vesting period | 1 year | |
Expected term of award | 5 years | |
Performance-based stock options | Maximum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Vesting period | 2 years | |
Expected term of award | 7 years | |
Performance-based RSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Contractual life | 10 years | |
Granted (shares) | 364,338 | |
Vested (shares) | 43,500 | 81,000 |
Forfeited (shares) | 5,621 | 23,995 |
Outstanding (shares) | 210,222 | |
Performance-based RSUs | Minimum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Vesting period | 1 year | |
Performance-based RSUs | Maximum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Vesting period | 3 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 0 | $ 0 |
Pre-tax loss | $ (24,239,000) | $ (21,309,000) |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash paid for amounts included in lease liabilities | ||
Operating cash flows from operating leases | $ 159 | $ 284 |
ROU assets obtained in exchange for lease obligations | ||
Operating leases | 0 | 17 |
Lease Cost | ||
Operating leases | 298 | 319 |
Short-term leases | $ 18 | $ 32 |
Weighted average remaining lease term (years) | 4 years 3 months 18 days | |
Weighted average discount rate (%) | 7.00% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 553 |
2022 | 861 |
2023 | 968 |
2024 | 1,055 |
2025 | 624 |
Thereafter | 0 |
Total lease payments | 4,061 |
Less imputed interest | (610) |
Lessee lease liabilities | $ 3,451 |
Leases - Sales-type Lease Recei
Leases - Sales-type Lease Receivable Maturity (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
Net investment in leases | $ 3,200 |
Remainder of 2021 | 842 |
2022 | 1,065 |
2023 | 694 |
2024 | 258 |
2025 | 49 |
Thereafter | 300 |
Total undiscounted cash flows | 3,208 |
Less imputed interest | 0 |
Present value of lease payments | $ 3,208 |
Industry, Geographic and Reve_3
Industry, Geographic and Revenue Disaggregation - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 1 | ||
Segment Reporting Information [Line Items] | |||
Trade accounts receivable | $ 1,976 | $ 1,550 | |
Lease Income | $ 400 | $ 500 | |
Geographic concentration | Outside the U.S. | Total revenue | |||
Segment Reporting Information [Line Items] | |||
Risk concentration | 15.00% | 11.00% | |
Geographic concentration | Outside the U.S. | Net accounts receivable | |||
Segment Reporting Information [Line Items] | |||
Trade accounts receivable | $ 600 | $ 300 |
Industry, Geographic and Reve_4
Industry, Geographic and Revenue Disaggregation - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 2,518 | $ 2,342 |
Accelerate Pheno revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,473 | 2,304 |
Other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 45 | 38 |
Products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,217 | 2,141 |
Services | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 301 | 201 |
Domestic | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,145 | 2,087 |
Foreign | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 373 | $ 255 |
Industry, Geographic and Reve_5
Industry, Geographic and Revenue Disaggregation - Long-lived Assets by Geographic Territory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Long-lived assets (excluding intangible assets) | $ 5,825 | $ 6,135 |
Property and equipment | Geographic concentration | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets (excluding intangible assets) | 5,825 | 6,135 |
Property and equipment | Geographic concentration | Domestic | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets (excluding intangible assets) | 5,249 | 5,658 |
Property and equipment | Geographic concentration | Foreign | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets (excluding intangible assets) | $ 576 | $ 477 |
Securities Purchase Agreement (
Securities Purchase Agreement (Details) $ / shares in Units, $ in Thousands | Dec. 24, 2020USD ($)paymentshares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 23, 2020$ / shares |
Class of Stock [Line Items] | ||||
Sale of stock (shares) | shares | 4,166,663 | |||
Share price (usd per share) | $ / shares | $ 7.68 | |||
Proceeds from issuance of common stock | $ | $ 10,746 | $ 111 | ||
Number of equal tranches | payment | 3 | |||
Plan | ||||
Class of Stock [Line Items] | ||||
Sale of stock (shares) | shares | 4,166,663 | |||
Proceeds from issuance of common stock | $ | $ 32,000 | |||
Number of equal tranches | payment | 3 |
Related Party Transaction (Deta
Related Party Transaction (Details) - USD ($) | Dec. 24, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Sale of stock (shares) | 4,166,663 | |||
Proceeds from issuance of common stock | $ 10,746,000 | $ 111,000 | ||
Plan | ||||
Related Party Transaction [Line Items] | ||||
Sale of stock (shares) | 4,166,663 | |||
Proceeds from issuance of common stock | $ 32,000,000 | |||
Director | Note holder | ||||
Related Party Transaction [Line Items] | ||||
Aggregate principal amount | $ 42,000,000 | $ 42,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Apr. 09, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Subsequent Event [Line Items] | |||
Proceeds from issuance of common stock | $ 10,746 | $ 111 | |
Subsequent event | |||
Subsequent Event [Line Items] | |||
Proceeds from issuance of common stock | $ 10,700 |