INVITAE CORP, 10-Q filed on 5/4/2021
Quarterly Report
v3.21.1
Cover Page - shares
3 Months Ended
Mar. 31, 2021
Apr. 30, 2021
Cover [Abstract]    
Entity Registrant Name Invitae Corp  
Document Type 10-Q  
Document Period End Date Mar. 31, 2021  
Current Fiscal Year End Date --12-31  
Document Quarterly Report true  
Document Transition Report false  
Title of 12(b) Security Common Stock, $0.0001 par value per share  
Trading Symbol NVTA  
Security Exchange Name NYSE  
Entity Incorporation, State or Country Code DE  
Entity Central Index Key 0001501134  
Entity File Number 001-36847  
Amendment Flag false  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   199,837,259
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q1  
Entity Tax Identification Number 27-1701898  
Entity Address, Address Line One 1400 16th Street  
Entity Address, City or Town San Francisco  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94103  
City Area Code 415  
Local Phone Number 374-7782  
Entity Current Reporting Status Yes  
v3.21.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 194,218 $ 124,794
Marketable securities 477,380 229,186
Accounts receivable 45,592 47,722
Inventory 30,656 32,030
Prepaid expenses and other current assets 31,889 20,200
Total current assets 779,735 453,932
Property and equipment, net 72,909 66,102
Operating lease assets 75,546 45,109
Restricted cash 10,275 6,686
Intangible assets, net 994,071 981,845
Goodwill 1,925,889 1,863,623
Other assets 14,889 13,188
Total assets 3,873,314 3,430,485
Current liabilities:    
Accounts payable 38,989 25,203
Accrued liabilities 94,036 86,058
Operating lease obligations 10,569 8,789
Finance lease obligations 2,190 1,695
Total current liabilities 145,784 121,745
Operating lease obligations, net of current portion 78,129 48,357
Finance lease obligations, net of current portion 3,645 3,123
Debt 106,685 104,449
Convertible senior notes, net 342,919 283,724
Deferred tax liability 50,568 51,538
Other long-term liabilities 769,295 841,256
Total liabilities 1,497,025 1,454,192
Commitments and contingencies (Note 8)
Stockholders’ equity:    
Common stock 20 19
Accumulated other comprehensive income 50 1
Additional paid-in capital 3,829,553 3,337,120
Accumulated deficit (1,453,334) (1,360,847)
Total stockholders’ equity 2,376,289 1,976,293
Total liabilities and stockholders’ equity $ 3,873,314 $ 3,430,485
v3.21.1
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Revenue:    
Total revenue $ 103,621 $ 64,248
Cost of revenue 75,491 40,422
Research and development 80,358 55,668
Selling and marketing 51,240 42,120
General and administrative 8,896 23,822
Loss from operations (112,364) (97,784)
Other income, net 4,465 4,708
Interest expense (8,393) (5,451)
Net loss before taxes (116,292) (98,527)
Income tax benefit (6,800) 0
Net loss $ (109,492) $ (98,527)
Net loss per share, basic (in dollars per share) $ (0.56) $ (0.99)
Net loss per share, diluted (in dollars per share) $ (0.56) $ (0.99)
Shares used in computing net loss per share, basic 194,000 99,632
Shares used in computing net loss per share, diluted 194,000 99,632
Test revenue    
Revenue:    
Total revenue $ 99,276 $ 63,078
Other revenue    
Revenue:    
Total revenue $ 4,345 $ 1,170
v3.21.1
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Statement of Comprehensive Income [Abstract]    
Net loss $ (109,492) $ (98,527)
Other comprehensive income:    
Unrealized income on available-for-sale marketable securities, net of tax 49 1,303
Comprehensive loss $ (109,443) $ (97,224)
v3.21.1
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common stock:
Accumulated other comprehensive income (loss):
Additional paid-in capital:
Accumulated deficit:
Accumulated deficit:
Cumulative effect of adoption of ASU 2020-06
Adjustment
Additional paid-in capital:
Balance, beginning of period at Dec. 31, 2019   $ 10 $ (9) $ 1,138,316 $ (758,677)    
Balance, beginning of period (Reclassification of stock payable liabilities) at Dec. 31, 2019             $ (10,387)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Unrealized income on available-for-sale marketable securities, net of tax $ 1,303   1,303        
Common stock issued on exercise of stock options, net       1,145      
Common stock issued pursuant to exercises of warrants       27      
Common stock issued or issuable pursuant to acquisitions       42,453      
Stock-based compensation expense       10,479      
Net loss (98,527)       (98,527)    
Balance, end of period at Mar. 31, 2020 $ 326,133 10 1,294 1,182,033 (857,204)    
Balance, end of period (Reclassification of stock payable liabilities) at Mar. 31, 2020             (10,400)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Accounting standards update, extensible list us-gaap:AccountingStandardsUpdate202006Member            
Balance, beginning of period at Dec. 31, 2019   10 (9) 1,138,316 (758,677)    
Balance, beginning of period (Reclassification of stock payable liabilities) at Dec. 31, 2019             $ (10,387)
Balance, end of period at Dec. 31, 2020 $ 1,976,293 19 1 3,337,120 (1,360,847) $ 17,005  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Common stock issued   1   434,263      
Unrealized income on available-for-sale marketable securities, net of tax 49   49        
Common stock issued on exercise of stock options, net       1,760      
Common stock issued pursuant to exercises of warrants       1,242      
Common stock issued or issuable pursuant to acquisitions       74,822      
Stock-based compensation expense       55,834      
Reclassification of equity component of convertible senior notes       (75,488)      
Net loss (109,492)       (109,492)    
Balance, end of period at Mar. 31, 2021 $ 2,376,289 $ 20 $ 50 $ 3,829,553 $ (1,453,334)    
v3.21.1
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 $ (109,492) $ (98,527)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 16,574 6,056
Stock-based compensation 58,775 29,278
Amortization of debt discount and issuance costs 2,735 3,632
Remeasurements of liabilities associated with business combinations (66,999) (3,367)
Benefit from income taxes (6,800) 0
Post-combination expense for acceleration of unvested equity 2,959 0
Other 3,790 (659)
Changes in operating assets and liabilities, net of businesses acquired:    
Accounts receivable 2,814 (5,167)
Inventory 1,374 (6,619)
Prepaid expenses and other current assets (11,237) (434)
Other assets 811 602
Accounts payable 10,232 13,085
Accrued expenses and other long-term liabilities 4,944 (240)
Net cash used in operating activities (89,520) (62,360)
Cash flows from investing activities:    
Purchases of marketable securities (325,956) 0
Proceeds from sales of marketable securities 0 12,532
Proceeds from maturities of marketable securities 74,763 24,965
Acquisition of businesses, net of cash acquired (14,954) (32,199)
Purchases of property and equipment (6,431) (3,831)
Other (980) (667)
Net cash provided by (used in) investing activities (273,558) 800
Cash flows from financing activities:    
Proceeds from public offerings of common stock, net 434,263 0
Proceeds from issuance of common stock, net 2,551 1,172
Other (723) (621)
Net cash provided by financing activities 436,091 551
Net increase (decrease) in cash, cash equivalents and restricted cash 73,013 (61,009)
Cash, cash equivalents and restricted cash at beginning of period 131,480 157,572
Cash, cash equivalents and restricted cash at end of period 204,493 96,563
Supplemental cash flow information of non-cash investing and financing activities:    
Equipment acquired through finance leases 1,740 0
Purchases of property and equipment in accounts payable and accrued liabilities 6,341 3,956
Common stock issued for acquisition of businesses 74,822 42,453
Consideration payable for acquisition of businesses 0 5,773
Operating lease assets obtained in exchange for lease obligations, net $ 32,279 $ 2,131
v3.21.1
Organization and description of business
3 Months Ended
Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and description of business Organization and description of business
Invitae Corporation ("Invitae," “the Company," "we," "us," and "our") was incorporated in the State of Delaware on January 13, 2010, as Locus Development, Inc. and we changed our name to Invitae Corporation in 2012. We offer high-quality, comprehensive, affordable genetic testing across multiple clinical areas, including hereditary cancer, cardiology, neurology, pediatrics, personalized oncology, metabolic conditions and rare diseases. To augment our offering and realize our mission, we have acquired multiple assets and businesses which further expanded our test menu and suite of genome management offerings and accelerated our entry into key genomics markets. Invitae operates in one segment.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. The results for the three months ended March 31, 2021 are not necessarily indicative of the results expected for the full fiscal year or any other periods.
v3.21.1
Summary of significant accounting policies
3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]  
Summary of significant accounting policies Summary of significant accounting policies
Principles of consolidation
Our unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base these estimates on current facts, historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those judgments, estimates and assumptions. We evaluate our estimates on an ongoing basis.
Concentrations of credit risk and other risks and uncertainties
Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. Our cash and cash equivalents are primarily held by financial institutions in the United States. Such deposits may exceed federally insured limits.
Cash, cash equivalents and restricted cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):
March 31, 2021December 31, 2020
Cash and cash equivalents$194,218 $124,794 
Restricted cash10,275 6,686 
Total cash, cash equivalents and restricted cash$204,493 $131,480 
Fair value of financial instruments
Our financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, finance leases and liabilities associated with business combinations. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to us, the carrying value of our finance leases approximate their fair values. Liabilities associated with business combinations are recorded at their estimated fair value.
Prior period reclassifications
We have reclassified certain amounts in prior periods to conform with current presentation.
Immaterial correction of an error
We determined the historical classification of certain acquisition-related obligations as equity and the subsequent measurement of such obligations was inappropriate and instead should have been classified as liabilities and subsequently measured at fair value with changes recognized in other income (expense), net during the three months ended March 31, 2020. We determined that the impact of the error to previously issued financial statements was not material and have corrected the immaterial error in the three months ended March 31, 2020. The impact of this correction was an increase to other long-term liabilities of $10.1 million, a corresponding decrease to additional paid-in capital of $10.4 million and an increase to other income, net of $0.3 million.
Recent accounting pronouncements
We evaluate all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board ("FASB") for consideration of their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated financial statements.
Recently adopted accounting pronouncements
In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for our interim and annual periods beginning January 1, 2022, and earlier adoption is permitted. We elected to adopt the amendments on a modified retrospective basis effective January 1, 2021 which required a cumulative-effect adjustment to retained earnings. The cumulative-effect adjustment resulted in a decrease in accumulated deficit of $17.0 million related to the reversal of the equity component and associated issuance costs as well as adjustment of the related amortization costs of our existing convertible senior notes due in 2024. Reporting periods beginning on or after January 1, 2021 are presented under this new guidance while prior periods have not been adjusted and continue to be reported in accordance with our historic accounting under GAAP. See further information about our Senior Convertible Notes in Note 8, “Commitments and contingencies.”
v3.21.1
Revenue, accounts receivable and deferred revenue
3 Months Ended
Mar. 31, 2021
Revenue from Contract with Customer [Abstract]  
Revenue, accounts receivable and deferred revenue Revenue, accounts receivable and deferred revenueTest revenue is generated from sales of diagnostic tests and precision oncology products to four groups of customers: biopharmaceutical partners, patients who pay directly, patients' insurance carriers, and other business-to-business customers (e.g., hospitals, clinics, medical centers). Test revenue is generated in two ways: through a centralized lab and decentralized through the shipment of reactions to biopharmaceutical partners and other business-to-business customers. We refer to the set of reagents needed to perform a next-generation sequencing test as a "reaction." Amounts billed and collected, and the timing of collections, vary based on the type of payer. Other revenue consists principally of revenue recognized under contracts for biopharmaceutical development services and other collaboration and genome network agreements and is accounted for under the provisions provided in ASC 606, Revenue from Contracts with Customers.
Our revenue as disaggregated by payer category and revenue subtype was as follows (in thousands):
 PatientBiopharma partnerOther business-to-businessThree Months Ended
March 31, 2021
 InsuranceDirect
Test revenue:
Centralized$60,891 $8,949 $10,274 $10,472 $90,586 
Decentralized— — 383 8,307 8,690 
 Total test revenue60,891 8,949 10,657 18,779 99,276 
Other revenue— — 3,062 1,283 4,345 
Total revenue$60,891 $8,949 $13,719 $20,062 $103,621 
 PatientBiopharma partnerOther business-to-businessThree Months Ended
March 31, 2020
 InsuranceDirect
Test revenue:
Centralized$43,790 $5,791 $4,312 $9,185 $63,078 
 Total test revenue43,790 5,791 4,312 9,185 63,078 
Other revenue— — 453 717 1,170 
Total revenue$43,790 $5,791 $4,765 $9,902 $64,248 
We recognize revenue related to billings based on estimates of the amount that will ultimately be realized. Cash collections for certain tests delivered may differ from rates originally estimated. As a result of new information, we update our estimate quarterly of the amounts to be recognized for previously delivered tests which resulted in the following increases to revenue and decreases to our loss from operations and basic and diluted net loss per share (in millions, except per share amounts):
 Three Months Ended March 31,
 20212020
Revenue$4.3 $1.4 
Loss from operations$(4.3)$(1.4)
Net loss per share, basic and diluted$(0.02)$(0.01)
Influence of COVID-19
Our billable volumes decreased significantly in the second half of March 2020 as compared to the first few months of 2020 as a result of COVID-19 and related limitations and priorities across the healthcare system. Our daily test volumes have consistently increased from the low in March 2020, although we are currently still experiencing changes in product mix due to the impact of COVID-19. COVID-19 could have a material impact on our financial results for the foreseeable future, particularly on product mix and as a result, the revenue we recognize. We have reviewed and adjusted for the impact of COVID-19 on our estimates related to revenue recognition and expected credit losses.
In March 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law which was a stimulus bill intended to bolster the economy, among other things, and provide assistance to qualifying businesses and individuals. The CARES Act included an infusion of funds into the healthcare system; in April 2020, we received $3.8 million as a part of this initiative, and in January 2021, we received an additional $2.3 million. These payments were recognized as other income, net in our consolidated statement of operations in the period received. At this time, we are not certain of the availability, extent or impact of any future relief provided under the CARES Act.
Accounts receivable
The majority of our accounts receivable represents amounts billed to biopharmaceutical partners and other business-to-business customers for test and other revenue recognized, and estimated amounts to be collected from third-party insurance payers for genetic testing revenue recognized. Also included are amounts due under the terms of collaboration and genome network agreements for diagnostic testing and data aggregation reporting services provided and proprietary platform access rights transferred.
We also record unbilled revenue for revenue recognized but yet to be billed for services provided to biopharmaceutical companies related to companion diagnostic development. This contract receivable was $6.6 million and $4.3 million as of March 31, 2021 and December 31, 2020, respectively, and was included in prepaid expenses and other current assets on the consolidated balance sheets.
Deferred revenue
We record a contract liability when cash payments are received or due in advance of our performance related to one or more performance obligations. The deferred revenue balance primarily consists of advanced billings for biopharmaceutical development services, including billings at the initiation of performance-based milestones, and recognized as revenue in the applicable future period when the revenue is earned. Also included are prepayments related to our consumer direct channel. During the three months ended March 31, 2021, we recognized revenue of $1.7 million from deferred revenue recorded in prior periods.
v3.21.1
Business combinations
3 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]  
Business combinations Business combinations
Singular Bio
In June 2019, we acquired 100% of the fully diluted equity of Singular Bio, Inc. ("Singular Bio"), a privately held company developing single molecule detection technology, for approximately $57.3 million, comprised of $53.9 million in the form of 2.5 million shares of our common stock and the remainder in cash.
In June 2019, we granted approximately $90.0 million of restricted stock units ("RSU") under our 2015 Stock Incentive Plan as inducement awards to new employees who joined Invitae in connection with our acquisition of Singular Bio. $45.0 million of the RSUs are time-based and vested in three equal installments in December 2019, June 2020, and December 2020, subject to the employee's continued service with us ("Time-based RSUs") and $45.0 million of the RSUs are performance-based RSUs ("PRSUs") that vest upon the achievement of certain performance conditions. Since the number of awards granted is based on a 30-day volume weighted-average share price with a fixed dollar value, these Time-based RSUs and PRSUs are liability-classified and the fair value is estimated at each reporting period based on the number of shares that are expected to be issued at each reporting date and our closing stock price, which combined are categorized as Level 3 inputs. Therefore, fair value of these awards and the number of shares issued are not fixed until the awards vest.
During the three months ended March 31, 2021, we recorded research and development stock-based compensation expense of nil related to the Time-based RSUs, and $2.4 million related to the PRSUs based on our evaluation of the probability of achieving performance conditions. During the three months ended March 31, 2020, we recorded research and development stock-based compensation expense of $7.6 million related to the Time-based RSUs and $11.2 million related to the PRSUs. As of March 31, 2021, the Time-based RSUs and PRSUs had a total fair value of $43.9 million and $46.2 million, respectively, based on a total estimated issuance of 3.6 million shares and expectation of the achievement of the performance conditions. As of March 31, 2021, all of the Time-based RSUs and 1.3 million of the PRSUs had vested with a total fair value of $80.0 million which was recorded in common stock issued or issuable pursuant to business combinations in the consolidated statements of stockholders' equity upon issuance.
Jungla
In July 2019, we acquired 100% of the equity interest of Jungla Inc. ("Jungla"), a privately held company developing a platform for molecular evidence testing in genes, for approximately $59.0 million, comprised of $44.9 million in the form of shares of our common stock and the remainder in cash.
We may be required to pay contingent consideration based on achievement of post-closing development milestones. As of the acquisition date, the fair value of this contingent consideration was $10.7 million including cash and common stock. These milestones are expected to be completed within approximately two years of the date of acquisition. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related milestones and the discount rate used to estimate the fair value. Significant changes in any of the probabilities of success would result in a significant change in the fair value, which is estimated at each reporting date with changes reflected as a general and administrative expense. As of March 31, 2021, the fair value of this contingent consideration was $7.1 million.
Diploid
In March 2020, we acquired 100% of the equity interest of Orbicule BV ("Diploid"), a developer of artificial intelligence software capable of diagnosing genetic disorders using sequencing data and patient information, for approximately $82.3 million in cash and shares of our common stock. Of the stock purchase price consideration issued, approximately 0.4 million shares are subject to a hold-back to satisfy indemnification obligations that may arise.
As of March 31, 2021, we had a stock payable liability related to our acquisition of Diploid of $16.1 million which represents the hold-back obligation to issue 0.4 million shares subject to indemnification claims that may arise. This liability is adjusted at each reporting period based on the fair value of our common stock, which is a Level 3 input, with the change recorded in other income (expense), net.
Genelex and YouScript
In April 2020, we acquired 100% of the equity interest of Genelex Solutions, LLC ("Genelex") and YouScript Incorporated ("YouScript") to bring pharmacogenetic testing and integrated clinical decision support to Invitae. We acquired Genelex for approximately $13.2 million, primarily in shares of our common stock. Of the stock purchase price consideration issued, approximately 0.1 million shares were subject to a hold-back to satisfy indemnification obligations that may arise. We acquired YouScript for approximately $52.7 million, including cash consideration of $24.5 million and the remainder in shares of our common stock. Of the purchase price consideration for YouScript, approximately $1.4 million and 0.5 million shares of our common stock were subject to a hold-back to satisfy indemnification obligations that may arise.
As of the acquisition date, we recorded stock payable liabilities of $6.2 million to represent the hold-back obligation to issue shares subject to indemnification claims that may arise. These liabilities are adjusted at each reporting period based on the fair value of our common stock, which is a Level 3 input. As of March 31, 2021, the value of this liability was $19.7 million with the change recorded in other income (expense), net. In April 2021, the amounts held back to satisfy indemnification obligations for Genelex were released in full to the former shareholders.
We may be required to pay contingent consideration in the form of additional shares of our common stock in connection with the acquisition of Genelex if, within a specified period following the closing, we achieve a certain product milestone, in which case we would issue shares of our common stock with a value equal to a portion of the gross revenues actually received by us for a pharmacogenetic product reimbursed through certain payers during an earn-out period of up to four years. As of the acquisition date, the fair value of this contingent consideration was $2.0 million in the form of shares of our common stock. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related milestone, the estimated revenues achieved for a pharmacogenetic product and the discount rate used to estimate the fair value. Significant changes in any of the probabilities of success would result in a significant change in the fair value, which is estimated at each reporting date with changes reflected as general and administrative expense. As of March 31, 2021, the fair value of this contingent consideration was $1.3 million.
ArcherDX
In October 2020, we acquired ArcherDX, Inc. ("ArcherDX"), a genomics analysis company democratizing precision oncology. Under the terms of the agreement, we acquired ArcherDX for upfront consideration consisting of 30.0 million shares of our common stock and $325.0 million in cash, plus up to an additional 27.0 million shares of our common stock payable in connection with the achievement of certain milestones. During the three months ended March 31, 2021, Invitae and the sellers of ArcherDX reached an agreement to reduce the purchase price by $1.2 million based on the final acquired net working capital. This adjustment was recorded during the three months ended March 31, 2021 and reduced the contingent consideration liability and goodwill by approximately $1.2 million.
Our purchase price allocation for the acquisition is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available, primarily related to our deferred tax liability assumed in connection with the acquisition. Additional information that existed as of the acquisition date but at the time was unknown to us may become known to us during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date.
We may be required to pay contingent consideration based on achievement of post-closing development and revenue milestones. As of the acquisition date, the total fair value of the contingent consideration was $945.2 million. The milestones are expected to be completed within approximately two years from the date of the acquisition, with one of them being achieved in November 2020 which resulted in the issuance of 5.0 million shares of our common stock and a cash payment of $1.9 million. The material factors that may impact the fair value of the contingent consideration, and therefore the liability, are (i) the estimated number of shares issued, (ii) the volatility assumptions of our common stock used in the Monte Carlo simulation, (iii) the probabilities and timing of achievement of milestones and (iv) discount rates, all of which are Level 3 inputs not supported by market activity. Significant changes in any of these inputs may result in a significant change in fair value, which is estimated at each reporting date with changes reflected as general and administrative expense. As of March 31, 2021, the fair value of the contingent consideration representing the remaining milestones was $723.5 million.
In connection with the acquisition, we granted awards of Invitae common stock to new employees who joined Invitae in connection with our acquisition of ArcherDX which vest upon the achievement of the contingent consideration milestones discussed above and are subject to the employee’s continued service with us, unless terminated without cause in which case vesting is only dependent on milestone achievement. As the number of shares that are expected to be issued are fixed, the awards are equity-classified. During the three months ended March 31, 2021, we recorded $40.6 million in stock-based compensation expense related to the ArcherDX milestones, of which $30.4 million was due to an accounting modification of certain awards whereby the employee's continued substantive services are no longer required.
One Codex
In February 2021, we acquired 100% of the equity interest of Reference Genomics, Inc. d/b/a One Codex ("One Codex"), a company developing and commercializing products and services relating to microbiome sequencing, analysis and reporting, for upfront consideration consisting of $17.3 million in cash and 1.4 million shares of our common stock, of which approximately 0.2 million shares are subject to a hold back to satisfy indemnification obligations that may arise following the closing. These shares subject to a hold back were issued to a third-party at the closing date to hold in escrow until the escrow period is complete, and as such were classified as equity. We included the financial results of One Codex in our consolidated financial statements from the acquisition date, which were not material.
The following table summarizes the purchase price and post-combination expense recorded as a part of the acquisition of One Codex (in thousands):
Purchase PricePost-combination Expense
Cash transferred$16,504 $783 
Hold-back consideration - common stock8,113 359 
Common stock transferred58,774 2,600 
Total$83,391 $3,742 
Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by us. While we believe that our estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed through our acquisition of One Codex at the date of acquisition (in thousands):
Cash$1,549 
Accounts receivable684 
Developed technology23,841 
Customer relationships440 
Total identifiable assets acquired26,514 
Other liabilities(415)
Deferred tax liability(6,150)
Net identifiable assets acquired19,949 
Goodwill63,442 
Total purchase price$83,391 
Based on the guidance provided in ASC 805, Business Combinations, we accounted for the acquisition of One Codex as a business combination and determined that 1) One Codex was a business which combines inputs and processes to create outputs, and 2) substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets.
Our purchase price allocation for the acquisition is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available, primarily related to our deferred tax liability assumed in connection with the acquisition. Additional information that existed as of the acquisition date but at the time was unknown to us may become known to us during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date.
We measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill. The intangible assets acquired were developed technology related to One Codex's microbiome and infectious disease platform and its customer relationships in place at time of acquisition. The fair value of the intangible assets was estimated using an income approach with an estimated useful life of nine years.
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of One Codex resulted in the recognition of $63.4 million of goodwill which we believe relates primarily to expansion of the acquired technology to apply to new areas of genetic testing. The goodwill created as a result of the acquisition of One Codex is not deductible for tax purposes.
v3.21.1
Goodwill and intangible assets
3 Months Ended
Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and intangible assets Goodwill and intangible assets
Goodwill
The changes in the carrying amounts of goodwill were as follows (in thousands):
Balance as of December 31, 2020$1,863,623 
Goodwill adjustment(1,176)
Goodwill acquired63,442 
Balance as of March 31, 2021$1,925,889 
Intangible assets
The following table presents details of our intangible assets (in thousands):
March 31, 2021December 31, 2020
 
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(in Years)
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(in Years)
Customer relationships$41,515 $(9,497)$32,018 10.8$41,075 $(8,292)$32,783 10.8
Developed technology421,404 (41,079)380,325 10.5397,563 (31,013)366,550 10.6
Non-compete agreement286 (243)43 5.0286 (229)57 5.0
Trade name21,085 (888)20,197 12.021,085 (447)20,638 12.0
Patent assets and licenses496(112)384 15.0496 (103)393 15.0
Right to develop new technology19,359 (643)18,716 15.019,359 (323)19,036 15.0
In-process research and development542,388 — 542,388 n/a542,388 — 542,388 n/a
 $1,046,533 $(52,462)$994,071 10.8$1,022,252 $(40,407)$981,845 10.9
Acquisition-related intangibles included in the above table are finite-lived, other than in-process research and development which has an indefinite life, and are carried at cost less accumulated amortization. Customer relationships related to our 2017 business combinations are being amortized on an accelerated basis, in proportion to estimated cash flows. All other finite-lived acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are realized. Amortization expense was $12.1 million and $3.6 million for the three months ended March 31, 2021 and 2020, respectively. Amortization expense is recorded to cost of revenue, research and development, selling and marketing and general and administrative expense.
The following table summarizes our estimated future amortization expense of intangible assets with finite lives as of March 31, 2021 (in thousands):
2021 (remainder of year)$37,325 
202248,095 
202347,083 
202446,804 
202545,051 
Thereafter227,325 
Total estimated future amortization expense$451,683 
v3.21.1
Balance sheet components
3 Months Ended
Mar. 31, 2021
Balance Sheet Related Disclosures [Abstract]  
Balance sheet components Balance sheet components
Inventory
Inventory consisted of the following (in thousands):
 March 31, 2021December 31, 2020
Raw materials$20,976 $21,324 
Work in progress7,743 8,847 
Finished goods1,937 1,859 
Total inventory$30,656 $32,030 
While we have not experienced significant disruption in our supply chain and we do not yet know the full impact COVID-19 will have on our supply chain, we have increased our inventory on hand to respond to potential future disruptions that may occur.
Property and equipment, net
Property and equipment consisted of the following (in thousands):
March 31, 2021December 31, 2020
Leasehold improvements$26,224 $26,516 
Laboratory equipment48,434 45,342 
Computer equipment11,141 10,939 
Software705 566 
Furniture and fixtures1,968 1,967 
Automobiles58 58 
Construction-in-progress19,446 12,061 
Total property and equipment, gross107,976 97,449 
Accumulated depreciation and amortization(35,067)(31,347)
Total property and equipment, net$72,909 $66,102 
Depreciation expense was $3.8 million and $2.0 million for the three months ended March 31, 2021 and 2020, respectively.
Accrued liabilities
Accrued liabilities consisted of the following (in thousands):
 March 31, 2021December 31, 2020
Accrued compensation and related expenses$33,348 $25,221 
Compensation and other liabilities associated with business combinations27,515 25,600 
Deferred revenue5,264 6,378 
Other27,909 28,859 
Total accrued liabilities$94,036 $86,058 
Other long-term liabilities
Other long-term liabilities consisted of the following (in thousands):
 March 31, 2021December 31, 2020
Deferred revenue, non-current1,380 1,380 
Compensation and other liabilities associated with business combinations, non-current753,815 825,976 
Other14,100 13,900 
Total other long-term liabilities$769,295 $841,256 
v3.21.1
Fair value measurements
3 Months Ended
Mar. 31, 2021
Fair Value Disclosures [Abstract]  
Fair value measurements Fair value measurements
 Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity.
The three-level hierarchy for the inputs to valuation techniques is summarized as follows:
Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.
Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable.
Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions.
The following tables set forth the fair value of our consolidated financial instruments that were measured at fair value on a recurring basis (in thousands):
 March 31, 2021
 
Amortized
Cost
Unrealized
Estimated
Fair Value
   
 GainsLossesLevel 1Level 2Level 3
Financial assets:       
Money market funds$177,176 $— $— $177,176 $177,176 $— $— 
U.S. Treasury notes403,840 47 (4)403,883 403,883 — — 
U.S. government agency securities73,490 — 73,497 — 73,497 — 
Total financial assets$654,506 $54 $(4)$654,556 $581,059 $73,497 $— 
Financial liabilities:
Stock payable liability$35,858 $— $— $35,858 
Contingent consideration731,842 — — 731,842 
Total financial liabilities$767,700 $— $— $767,700 
 March 31, 2021
Reported as: 
Cash equivalents$166,901 
Restricted cash10,275 
Marketable securities477,380 
Total cash equivalents, restricted cash, and marketable securities$654,556 
Accrued liabilities$14,577 
Other long-term liabilities753,123 
Total liabilities$767,700 
 December 31, 2020
 
Amortized
Cost
Unrealized
Estimated
Fair Value
   
 GainsLossesLevel 1Level 2Level 3
Financial assets:       
Money market funds$83,109 $— $— $83,109 $83,109 $— $— 
U.S. Treasury notes164,894 (15)164,886 164,886 — — 
U.S. government agency securities64,291 — 64,300 — 64,300 — 
Total financial assets$312,294 $16 $(15)$312,295 $247,995 $64,300 $— 
Financial liabilities:
Stock payable liability$39,237 $— $— $39,237 
Contingent consideration796,639 — — 796,639 
Total financial liabilities$835,876 $— $— $835,876 
 December 31, 2020
Reported as: 
Cash equivalents$76,423 
Restricted cash6,686 
Marketable securities229,186 
Total cash equivalents, restricted cash, and marketable securities$312,295 
Accrued liabilities$10,592 
Other long-term liabilities825,284 
Total liabilities$835,876 
There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. The total fair value of investments with unrealized losses at March 31, 2021 was $82.5 million. Our debt securities of U.S. government agencies are classified as Level 2 as they are valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to benchmark yields, interest rate curves, reported trades, broker/dealer quotes and reference data.
Stock payable liabilities relate to certain indemnification hold-backs resulting from business combinations that are settled in shares of our common stock. We elected to account for these liabilities using the fair value option due to the inherent nature of the liabilities and the changes in value of the underlying shares that will ultimately be issued to settle the liabilities. The estimated fair value of these liabilities is classified as Level 3 and determined based upon the number of shares that are issuable to the sellers and the quoted closing price of our common stock as of the reporting date. The number of shares that will ultimately be issued is subject to adjustment for indemnified claims that existed as of the closing date for each acquisition. Changes in the number of shares issued and share price can significantly affect the estimated fair value of the liabilities. During the three months ended March 31, 2021 and 2020, the change in fair value related to stock payable liabilities recorded to other income (expense), net was income of $3.4 million during both periods.
v3.21.1
Commitments and contingencies
3 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies Commitments and contingencies
Leases
In 2015, we entered into an operating lease agreement for our headquarters and main production facility in San Francisco, California which commenced in 2016. This lease expires in 2026 and we may renew the lease for an additional ten years. This optional period was not considered reasonably certain to be exercised and therefore we determined the lease term to be a ten-year period expiring in 2026. In connection with the execution of the lease, we provided a security deposit of approximately $4.6 million which is included in restricted cash in our consolidated balance sheets. We also have other operating leases for office and laboratory space domestically and internationally. We expect to enter into new leases and modify existing leases as we support continued growth of our operations.
We have entered into various finance lease agreements to obtain laboratory equipment. The terms of our finance leases are generally three years and are typically secured by the underlying equipment. The portion of the future payments designated as principal repayment and related interest was classified as a finance lease obligation on our consolidated balance sheets. Finance lease assets are recorded within other assets on our consolidated balance sheets.
Debt financing
In October 2020, we entered into a credit agreement with a financial institution under which we borrowed $135.0 million (the "2020 Term Loan") concurrent with the closing of the ArcherDX acquisition. The 2020 Term Loan is secured by a first priority lien on all of our and our subsidiaries' assets, and is guaranteed by us and our subsidiaries. The 2020 Term Loan bears interest at an annual rate equal to three-month LIBOR, subject to a 2.00% LIBOR floor, plus a margin of 8.75%. If three-month LIBOR can no longer be determined or if the applicable governmental authority ceases to supervise or sanction such rates, then we shall endeavor to agree with the administrative agent, an alternate rate of interest that gives due consideration to the then prevailing market convention for determining interest for comparable loans in the United States; provided that until such alternative rate of interest is agreed, the 2020 Term Loan shall bear interest at the Wall Street Journal Prime Rate. The 2020 Term Loan will mature on (i) June 1, 2024 if at such time our 2024 Notes (defined below) are outstanding and are due to mature on September 1, 2024 (provided that if, prior to such date, the maturity date of at least 80% of the 2024 Notes is extended to a date that is prior to September 1, 2025, the maturity date for the 2020 Term Loan will be automatically extended to a date that is 90 days prior to such 2024 Notes maturity date as extended), or (ii) otherwise, on June 1, 2025. The full amount of the 2020 Term Loan is due upon maturity. Debt discounts, including debt issuance costs, related to the 2020 Term Loan of $32.8 million were recorded as a direct deduction from the debt liability and are being amortized to interest expense over the term of the 2020 Term Loan. Interest expense related to our debt financings, excluding the impact of our 2024 Notes (defined below), was $5.9 million and nil for the three months ended March 31, 2021 and 2020, respectively.
Convertible senior notes due 2024
In September 2019, we issued, at par value, $350.0 million aggregate principal amount of 2.00% convertible senior notes due 2024 (the "2024 Notes") in a private offering. The 2024 Notes are our senior unsecured obligations and will mature on September 1, 2024, unless earlier converted, redeemed or repurchased. The 2024 Notes bear cash interest at a rate of 2.0% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020.
Upon conversion, the 2024 Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the 2024 Notes is 33.6293 shares of our common stock per $1,000 principal amount of the 2024 Notes (equivalent to an initial conversion price of approximately $29.74 per share of common stock).
If we undergo a fundamental change (as defined in the indenture governing the 2024 Notes), the holders of the 2024 Notes may require us to repurchase all or any portion of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased plus accrued and unpaid interest to, but excluding, the redemption date.
The 2024 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 1, 2024, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the 2024 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2024 until the close of business on the business day immediately preceding the maturity date, holders may convert their 2024 Notes at any time, regardless of the foregoing circumstances. These notes were convertible at the option of the holders during the quarters beginning on January 1, 2021 and April 1, 2021 due to the sale price of our common stock during the quarters ended December 31, 2020 and March 31, 2021, respectively. No holders converted their notes during the three months ended March 31, 2021.
We may not redeem the 2024 Notes prior to September 6, 2022. We may redeem for cash all or any portion of the 2024 Notes, at our option, on or after September 6, 2022 and on or before the 30th scheduled trading day immediately before the maturity date if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
We adopted the provisions of ASU 2020-06 on January 1, 2021; see further information in Note 2, "Summary of significant accounting policies." The 2024 Notes consisted of the following (in thousands):
March 31, 2021December 31, 2020
Outstanding principal$350,000 $350,000 
Unamortized debt discount and issuance costs(7,081)(66,276)
Net carrying amount, liability component$342,919 $283,724 
As of March 31, 2021, the fair value of the 2024 Notes was $527.1 million. The estimated fair value of the 2024 Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the 2024 Notes in an over-the-counter market. We recognized $2.2 million and $5.4 million of interest expense related to the 2024 Notes during the three months ended March 31, 2021 and 2020, respectively. Of the interest expense recognized during the three months ended March 31, 2021, $0.5 million was related to amortization of issuance costs and the remainder was related to contractual interest incurred.
Other commitments
In the normal course of business, we enter into various purchase commitments primarily related to service agreements and laboratory supplies. At March 31, 2021, our total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were $59.6 million.
Guarantees and indemnifications
As permitted under Delaware law and in accordance with our bylaws, we indemnify our directors and officers for certain events or occurrences while the officer or director is or was serving in such capacity. The maximum amount of potential future indemnification is unlimited; however, we maintain director and officer liability insurance. This insurance allows the transfer of the risk associated with our exposure and may enable us to recover a portion of any future amounts paid. We believe the fair value of these indemnification agreements is minimal. Accordingly, we did not record any liabilities associated with these indemnification agreements at March 31, 2021 or December 31, 2020.
Contingencies
We were not a party to any material legal proceedings at March 31, 2021, or at the date of this report except for matters listed below. We cannot currently predict the outcome of these actions. We are and may from time to time become involved in various legal proceedings and claims arising in the ordinary course of business. While we believe any such claims are unsubstantiated, and we believe we are in compliance with applicable laws and regulations applicable to our business, the resolution of any such claims could be material.
Natera, Inc.
On January 27, 2020, Natera filed a lawsuit against ArcherDX (a subsidiary of Invitae effective October 2, 2020) in the United States District Court for the District of Delaware, alleging that ArcherDX’s products using AMP chemistry, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,538,814. On March 25, 2020, ArcherDX filed an answer denying Natera’s allegations and asserting certain affirmative defenses and counterclaims, including that U.S. Patent No. 10,538,814 is invalid and not infringed. On April 15, 2020, Natera filed an answer denying ArcherDX’s counterclaims and filed an amended complaint alleging that ArcherDX’s products using AMP chemistry, including STRATAFIDE, PCM, LiquidPlex, ArcherMET, FusionPlex, and VariantPlex, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, U.S. Patent No. 10,590,482, and U.S. Patent No. 10,597,708, each of which are held by Natera. Natera seeks, among other things, damages and other monetary relief, costs and attorneys’ fees, and an order enjoining ArcherDX from further infringement of such patents. On May 13, 2020, ArcherDX filed an answer to Natera’s amended complaint denying Natera’s allegations and asserting certain affirmative defenses and counterclaims, including that the asserted patents are invalid and not infringed. On June 3, 2020, Natera filed an answer denying ArcherDX’s counterclaims. On June 4, 2020, ArcherDX filed a motion seeking dismissal of Natera’s infringement claims against STRATAFIDE, PCM, and ArcherMET, and for a judgment that U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, and U.S. Patent No. 10,590,482 are invalid. On August 6, 2020, Natera filed another complaint against ArcherDX in the United States District Court for the District of Delaware alleging that ArcherDX’s products using AMP chemistry, including STRATAFIDE, PCM, LiquidPlex, ArcherMET, and VariantPlex, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,731,220. Natera seeks, among other things, damages and other monetary relief, costs and attorneys’ fees, and an order enjoining ArcherDX from further infringement of the patent. On October 13, 2020, the court issued an order denying ArcherDX's motion for dismissal of Natera’s infringement claims against STRATAFIDE, PCM, and ArcherMET, and declined to enter judgment that U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, and U.S. Patent No. 10,590,482 are invalid. On January 12, 2021, the court issued an order granting Natera leave to amend its complaint to add Invitae as a co-defendant and plead allegations that ArcherDX and Invitae induce end-users to infringe the patents-in-suit. Natera filed its Second Amended Complaint on the same day, with service completed on January 15, 2021. ArcherDX and Invitae filed answers to the Second Amended Complaint on January 26, 2021 and February 5, 2021, respectively, denying Natera's allegations and restating certain affirmative defenses and counterclaims of non-infringement and invalidity. The litigations have now been consolidated for all purposes. A claim construction briefing is complete, and a hearing was held on April 26, 2021. Discovery is ongoing, and trial has been scheduled for May 2022.
QIAGEN Sciences
On July 10, 2018, ArcherDX and the General Hospital Corporation d/b/a Massachusetts General Hospital, which we refer to as MGH, filed a lawsuit in the United States District Court for the District of Delaware against QIAGEN Sciences, LLC, QIAGEN LLC, QIAGEN Beverly, Inc., QIAGEN Gaithersburg, Inc., QIAGEN GmbH and QIAGEN N.V., which is collectively referred to herein as QIAGEN, and a named QIAGEN executive who was a former member of ArcherDX’s board of directors, alleging several causes of action, including infringement of the ’810 Patent, trade secret misappropriation, breach of fiduciary duty, false advertising, tortious interference and deceptive trade practices. The ’810 Patent relates to methods for preparing a nucleic acid for sequencing and aspects of ArcherDX’s AMP technology. On October 30, 2019, with the permission of the Court, ArcherDX amended ArcherDX’s complaint to add a claim for infringement of the ’597 Patent. The ’597 Patent relates to methods of preparing and analyzing nucleic acids, such as by enriching target sequences prior to sequencing, and aspects of ArcherDX’s AMP technology. The QIAGEN products that ArcherDX alleges infringe the ’810 Patent and the ’597 Patent include, but are not limited to, QIAseq Targeted DNA Panels, QIAseq Targeted RNAscan Panels, QIAseq Index Kits and QIAseq Immune Repertoire RNA Library Kits. ArcherDX is seeking, among other things, damages for ArcherDX’s lost profits due to QIAGEN’s infringement and a permanent injunction enjoining QIAGEN from marketing and selling the infringing products and from using ArcherDX’s trade secrets. On December 5, 2019, QIAGEN and the named QIAGEN executive submitted their answer denying the allegations in ArcherDX’s complaint and asserting affirmative defenses that, among other things, the ’810 Patent and ’597 Patent are not infringed by QIAGEN’s products, that both patents are invalid, and that the complaint fails to state any claim for which relief may be granted. On March 1, 2021, each of ArcherDX and QIAGEN moved for summary judgment on issues relating to infringement and validity of ArcherDX's patents and trade secret misappropriation; briefing closed on April 19, 2021 and the court has not yet issued its decision. A mediation conference is set for June 15, 2021. Trial is currently scheduled for August 2021.
v3.21.1
Stockholders' equity
3 Months Ended
Mar. 31, 2021
Equity [Abstract]  
Stockholders' equity Stockholders’ equity
Shares outstanding
Shares of convertible preferred and common stock were as follows (in thousands):
 Three Months Ended March 31,
 20212020
Convertible preferred stock:
Shares outstanding, beginning and end of period125 125 
Common stock:
Shares outstanding, beginning of period185,886 98,796 
Common stock issued in connection with public offering8,932 — 
Common stock issued on exercise of stock options, net401 178 
Common stock issued pursuant to vesting of RSUs712 426 
Common stock issued pursuant to exercises of warrants208 142 
Common stock issued pursuant to business combinations1,375 2,378 
Shares outstanding, end of period197,514 101,920 
Convertible preferred stock
In August 2017, in a private placement to certain accredited investors, we issued shares of our Series A convertible preferred stock which are convertible into common stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like. The Series A convertible preferred stock is a non-voting common stock equivalent with a par value of $0.0001 and has the right to receive dividends first or simultaneously with payment of dividends on common stock. In the event of any liquidation or dissolution of the Company, the Series A preferred stock is entitled to receive $0.001 per share prior to the payment of any amount to any holders of capital stock ranking junior to the Series A preferred stock and thereafter shall participate pari passu with the holders of our common stock (on an as-if-converted-to-common-stock basis). As of March 31, 2021 and 2020, 0.1 million shares of our Series A convertible preferred stock were outstanding.
2018 Sales Agreement
In August 2018, we entered into a Common Stock Sales Agreement (the “2018 Sales Agreement”) with Cowen and Company, LLC (“Cowen”) under which we may have offered and sold from time to time at our sole discretion shares of our common stock through Cowen as our sales agent, in an aggregate amount not to exceed $75.0 million. Cowen may have sold the shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, or Securities Act, including without limitation sales made directly on The New York Stock Exchange, as well as in privately negotiated transactions, subject to our prior approval. Per the terms of the agreement, Cowen received a commission equal to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2018 Sales Agreement. In March 2019, we amended the 2018 Sales Agreement to increase the aggregate amount of our common stock to be sold under this agreement not to exceed $175.0 million. During 2018, 2019 and 2020, we sold 8.7 million shares of our common stock for gross proceeds of the full $175.0 million under this agreement, and generated net proceeds of $169.1 million.
Public offering
In January 2021, we issued, in an underwritten public offering, an aggregate of 8.9 million shares of our common stock at a price of $51.50 per share, for gross proceeds of $460.0 million and net proceeds of $434.3 million after deducting underwriting discounts and commissions and offering expenses.
In April 2020, we sold, in an underwritten public offering, an aggregate of 20.4 million shares of our common stock at a price of $9.00 per share, for gross proceeds of $184.0 million and net proceeds of $173.0 million.
Private placement
In connection with our acquisition of ArcherDX, in June 2020 we entered into a definitive agreement to sell $275.0 million in common stock in a private placement at a price of $16.85 per share. We received net proceeds of $263.7 million after deducting underwriting discounts and commissions and offering expenses upon the closing of the private placement in October 2020, concurrently with our acquisition of ArcherDX.
v3.21.1
Stock incentive plans
3 Months Ended
Mar. 31, 2021
Share-based Payment Arrangement [Abstract]  
Stock incentive plans Stock incentive plans
Stock incentive plans
In 2010, we adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors and consultants under terms and provisions established by our Board of Directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than the fair market value of our common stock. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market of our common stock on the grant date, as determined by our Board of Directors. The terms of options granted under the 2010 Plan may not exceed ten years.
In January 2015, we adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which became effective upon the closing of our initial public offering (“IPO”). Shares outstanding under the 2010 Plan were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards.
Options granted generally vest over a period of four years. Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the award vests upon the first anniversary of the employee’s date of hire, with the remainder of the award vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule. Upon the acquisition of ArcherDX in October 2020, any option that was outstanding was converted into a fully vested option to purchase a share of our common stock, which resulted in the issuance of options to purchase 3.7 million shares of our common stock.
RSUs generally vest over a period of three years. Typically, the vesting schedule for RSUs provides that 1/3 of the award vests upon each anniversary of the grant date, with certain awards that include a portion that vests immediately upon grant. In June 2019, we granted Time-based RSUs in connection with the acquisition of Singular Bio which vested in three equal installments over a period of 18 months and PRSUs that vest based on the achievement of performance conditions; see further details in Note 4, "Business combinations." In December 2020, we granted RSUs in connection with an asset acquisition which vest in two equal installments in December 2021 and December 2022, subject to the employee's continued service with us.
Under our management incentive compensation plan, in April 2021, we granted 0.2 million PRSUs to our executive officers as well as other specified senior level employees based on the level of achievement of specified 2021 performance goals directed at cash burn, revenue, operating expenses as a percentage of revenue, and volume. Also in April 2021, we granted 0.5 million RSUs and 0.3 million options to acquire shares of our common stock to our executive officers, as well as other specified senior level employees and members of our board of directors.
Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share amounts and years):
 Shares Available For GrantStock Options OutstandingWeighted-Average Exercise Price Per ShareWeighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
Balances at December 31, 20207,447 4,877 $7.75 6.8$166,130 
Additional shares reserved7,620 — 
Options exercised— (403)4.40 
RSUs and PRSUs granted (1)
(502)— 
RSUs and PRSUs cancelled93 — 
Balances at March 31, 202114,658 4,474 $8.05 6.5$134,967 
Options exercisable at March 31, 20214,091 $7.20 6.3$126,858 
Options vested and expected to vest at March 31, 20214,427 $7.94 6.5$133,999 
(1)     Includes the changes in RSUs and PRSUs granted as a part of the Singular Bio acquisition in June 2019 and awards granted in an asset acquisition in December 2020 which are based on a fixed dollar value. The estimated number of shares issued will be variable until the awards vest.
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of our common stock for stock options that were in-the-money.
The following table summarizes RSU activity (in thousands, except per share data):
 Number of SharesWeighted- Average Grant Date Fair Value Per Share
Balance at December 31, 20206,602 $12.89 
RSUs and PRSUs granted (1)
502 $35.81 
RSUs and PRSUs vested(713)$18.60 
RSUs and PRSUs cancelled(93)$18.40 
Balance at March 31, 20216,298 $13.99 
 (1)     Includes the changes in RSUs and PRSUs granted as a part of the Singular Bio acquisition in June 2019 and awards granted in an asset acquisition in December 2020 which are based on a fixed dollar value. The estimated number of shares issued will be variable until the awards vest which are adjusted above. The weighted-average grant date fair value per share reflects the fair value pricing of the full award.
 Stock-based compensation
The following table summarizes stock-based compensation expense included in the consolidated statements of operations (in thousands): 
 Three Months Ended March 31,
 20212020
Cost of revenue$2,185 $861 
Research and development15,534 22,204 
Selling and marketing3,431 1,823 
General and administrative37,625 4,390 
Total stock-based compensation expense$58,775 $29,278 
v3.21.1
Net loss per share
3 Months Ended
Mar. 31, 2021
Earnings Per Share [Abstract]  
Net loss per share Net loss per share
The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share amounts):
 Three Months Ended March 31,
 20212020
Net loss$(109,492)$(98,527)
Shares used in computing net loss per share, basic and diluted194,000 99,632 
Net loss per share, basic and diluted$(0.56)$(0.99)
The following common stock equivalents have been excluded from diluted net loss per share because their inclusion would be anti-dilutive (in thousands):
 Three Months Ended March 31,
 20212020
Shares of common stock subject to outstanding options4,679 3,478 
Shares of common stock subject to outstanding warrants118 489 
Shares of common stock subject to outstanding RSUs and PRSUs6,531 9,691 
Shares of common stock pursuant to ESPP174 368 
Shares of common stock underlying Series A convertible preferred stock125 125 
Shares of common stock subject to convertible senior notes conversion11,770 11,770 
Total shares of common stock equivalents23,397 25,921 
v3.21.1
Geographic information
3 Months Ended
Mar. 31, 2021
Segments, Geographical Areas [Abstract]  
Geographic information Geographic information
Revenue by country is determined based on the billing address of the customer. The following presents revenue by country (in thousands):
 Three Months Ended March 31,
 20212020
United States$90,412 $59,806 
Rest of world13,209 4,442 
Total revenue$103,621 $64,248 
v3.21.1
Subsequent events
3 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]  
Subsequent events Subsequent events
Genosity
In April 2021, we acquired 100% of the fully diluted equity of Genosity Inc. ("Genosity"), a genomics and laboratory services company offering software and laboratory solutions that enable development and deployment of complex sequencing based tests for approximately $200.0 million, consisting of approximately $120.0 million in cash and approximately $80.0 million in shares of our common stock based on a trailing average closing price prior to the date of closing. In connection with this transaction, we granted RSUs having a value of up to $15.0 million to certain continuing employees.
Given the timing of the transaction with Genosity, we are currently in the process of valuing the assets acquired and liabilities assumed. As a result, we are not yet able to provide the amounts to be recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed and other related disclosures. We will disclose this and other related information in our Quarterly Report on Form 10-Q for the period ending June 30, 2021.
Convertible senior notes
In April 2021, we issued, at 99% of par value, $1.2 billion aggregate principal amount of 1.5% convertible senior notes due 2028 (the "2028 Notes") in a private offering. The 2028 Notes are our senior unsecured obligations and will mature on April 1, 2028, unless earlier converted, redeemed or repurchased. The 2028 Notes bear cash interest at a rate of 1.5% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. Upon conversion, the 2028 Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the 2028 Notes is 23.1589 shares of our common stock per $1,000 principal amount of the 2028 Notes (equivalent to an initial conversion price of approximately $43.18 per share of common stock), and the conversion rate is subject to customary anti-dilution and other adjustments as a result of certain extraordinary transactions. Further information regarding the 2028 Notes will be provided in our Quarterly Report on Form 10-Q for the period ending June 30, 2021.
Leases
In April 2021, we entered into a lease agreement for a new 250,000 square foot laboratory and production facility in North Carolina for an initial lease term of 160 months estimated to commence on December 1, 2021. We will recognize the related right-of-use asset and lease liability when we have obtained the right to use the facility, which we currently expect to occur in the second or third quarter of 2021. Upon execution of the lease in April 2021, we have agreed to deliver to the lessor a sum of $2.6 million, consisting of a security deposit and one month's rent.
v3.21.1
Summary of significant accounting policies (Policies)
3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]  
Basis of presentation Basis of presentationThe accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. The results for the three months ended March 31, 2021 are not necessarily indicative of the results expected for the full fiscal year or any other periods.
Principles of consolidation
Principles of consolidation
Our unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of estimates
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base these estimates on current facts, historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those judgments, estimates and assumptions. We evaluate our estimates on an ongoing basis.
Concentrations of credit risk and other risks and uncertainties
Concentrations of credit risk and other risks and uncertainties
Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. Our cash and cash equivalents are primarily held by financial institutions in the United States. Such deposits may exceed federally insured limits.
Fair value of financial instruments Fair value of financial instrumentsOur financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, finance leases and liabilities associated with business combinations. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to us, the carrying value of our finance leases approximate their fair values. Liabilities associated with business combinations are recorded at their estimated fair value.
Prior period reclassifications
Prior period reclassifications
We have reclassified certain amounts in prior periods to conform with current presentation.
Recent accounting pronouncements
Recent accounting pronouncements
We evaluate all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board ("FASB") for consideration of their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated financial statements.
Recently adopted accounting pronouncements
In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for our interim and annual periods beginning January 1, 2022, and earlier adoption is permitted. We elected to adopt the amendments on a modified retrospective basis effective January 1, 2021 which required a cumulative-effect adjustment to retained earnings. The cumulative-effect adjustment resulted in a decrease in accumulated deficit of $17.0 million related to the reversal of the equity component and associated issuance costs as well as adjustment of the related amortization costs of our existing convertible senior notes due in 2024. Reporting periods beginning on or after January 1, 2021 are presented under this new guidance while prior periods have not been adjusted and continue to be reported in accordance with our historic accounting under GAAP. See further information about our Senior Convertible Notes in Note 8, “Commitments and contingencies.”
v3.21.1
Summary of significant accounting policies (Tables)
3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]  
Summary of restrictions on cash and cash equivalents
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):
March 31, 2021December 31, 2020
Cash and cash equivalents$194,218 $124,794 
Restricted cash10,275 6,686 
Total cash, cash equivalents and restricted cash$204,493 $131,480 
Schedule of cash and cash equivalents
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):
March 31, 2021December 31, 2020
Cash and cash equivalents$194,218 $124,794 
Restricted cash10,275 6,686 
Total cash, cash equivalents and restricted cash$204,493 $131,480 
v3.21.1
Revenue, accounts receivable and deferred revenue (Tables)
3 Months Ended
Mar. 31, 2021
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregated revenue
Our revenue as disaggregated by payer category and revenue subtype was as follows (in thousands):
 PatientBiopharma partnerOther business-to-businessThree Months Ended
March 31, 2021
 InsuranceDirect
Test revenue:
Centralized$60,891 $8,949 $10,274 $10,472 $90,586 
Decentralized— — 383 8,307 8,690 
 Total test revenue60,891 8,949 10,657 18,779 99,276 
Other revenue— — 3,062 1,283 4,345 
Total revenue$60,891 $8,949 $13,719 $20,062 $103,621 
 PatientBiopharma partnerOther business-to-businessThree Months Ended
March 31, 2020
 InsuranceDirect
Test revenue:
Centralized$43,790 $5,791 $4,312 $9,185 $63,078 
 Total test revenue43,790 5,791 4,312 9,185 63,078 
Other revenue— — 453 717 1,170 
Total revenue$43,790 $5,791 $4,765 $9,902 $64,248 
Schedule of change in estimate As a result of new information, we update our estimate quarterly of the amounts to be recognized for previously delivered tests which resulted in the following increases to revenue and decreases to our loss from operations and basic and diluted net loss per share (in millions, except per share amounts):
 Three Months Ended March 31,
 20212020
Revenue$4.3 $1.4 
Loss from operations$(4.3)$(1.4)
Net loss per share, basic and diluted$(0.02)$(0.01)
v3.21.1
Business combinations (Tables)
3 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]  
Summary of purchase price and post-combination expense The following table summarizes the purchase price and post-combination expense recorded as a part of the acquisition of One Codex (in thousands):
Purchase PricePost-combination Expense
Cash transferred$16,504 $783 
Hold-back consideration - common stock8,113 359 
Common stock transferred58,774 2,600 
Total$83,391 $3,742 
Summary of fair values of assets acquired and liabilities assumed The following table summarizes the fair values of assets acquired and liabilities assumed through our acquisition of One Codex at the date of acquisition (in thousands):
Cash$1,549 
Accounts receivable684 
Developed technology23,841 
Customer relationships440 
Total identifiable assets acquired26,514 
Other liabilities(415)
Deferred tax liability(6,150)
Net identifiable assets acquired19,949 
Goodwill63,442 
Total purchase price$83,391 
v3.21.1
Goodwill and intangible assets (Tables)
3 Months Ended
Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of goodwill
The changes in the carrying amounts of goodwill were as follows (in thousands):
Balance as of December 31, 2020$1,863,623 
Goodwill adjustment(1,176)
Goodwill acquired63,442 
Balance as of March 31, 2021$1,925,889 
Schedule of intangible assets, indefinite-lived
The following table presents details of our intangible assets (in thousands):
March 31, 2021December 31, 2020
 
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(in Years)
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(in Years)
Customer relationships$41,515 $(9,497)$32,018 10.8$41,075 $(8,292)$32,783 10.8
Developed technology421,404 (41,079)380,325 10.5397,563 (31,013)366,550 10.6
Non-compete agreement286 (243)43 5.0286 (229)57 5.0
Trade name21,085 (888)20,197 12.021,085 (447)20,638 12.0
Patent assets and licenses496(112)384 15.0496 (103)393 15.0
Right to develop new technology19,359 (643)18,716 15.019,359 (323)19,036 15.0
In-process research and development542,388 — 542,388 n/a542,388 — 542,388 n/a
 $1,046,533 $(52,462)$994,071 10.8$1,022,252 $(40,407)$981,845 10.9
Schedule of intangible assets, finite-lived
The following table presents details of our intangible assets (in thousands):
March 31, 2021December 31, 2020
 
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(in Years)
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(in Years)
Customer relationships$41,515 $(9,497)$32,018 10.8$41,075 $(8,292)$32,783 10.8
Developed technology421,404 (41,079)380,325 10.5397,563 (31,013)366,550 10.6
Non-compete agreement286 (243)43 5.0286 (229)57 5.0
Trade name21,085 (888)20,197 12.021,085 (447)20,638 12.0
Patent assets and licenses496(112)384 15.0496 (103)393 15.0
Right to develop new technology19,359 (643)18,716 15.019,359 (323)19,036 15.0
In-process research and development542,388 — 542,388 n/a542,388 — 542,388 n/a
 $1,046,533 $(52,462)$994,071 10.8$1,022,252 $(40,407)$981,845 10.9
Summary of estimated future amortization expense of intangible assets with finite lives
The following table summarizes our estimated future amortization expense of intangible assets with finite lives as of March 31, 2021 (in thousands):
2021 (remainder of year)$37,325 
202248,095 
202347,083 
202446,804 
202545,051 
Thereafter227,325 
Total estimated future amortization expense$451,683