INVITAE CORP, 10-Q filed on 8/9/2022
Quarterly Report
v3.22.2
Cover Page - shares
6 Months Ended
Jun. 30, 2022
Aug. 05, 2022
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2022  
Document Transition Report false  
Entity File Number 001-36847  
Entity Registrant Name Invitae Corporation  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-1701898  
Entity Address, Address Line One 1400 16th Street  
Entity Address, City or Town San Francisco  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94103  
City Area Code 415  
Local Phone Number 374-7782  
Title of 12(b) Security Common Stock, $0.0001 par value per share  
Trading Symbol NVTA  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   235,266,077
Entity Central Index Key 0001501134  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q2  
v3.22.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 303,626 $ 923,250
Marketable securities 423,137 122,121
Accounts receivable 82,586 66,227
Inventory 49,073 33,516
Prepaid expenses and other current assets 35,825 33,691
Total current assets 894,247 1,178,805
Property and equipment, net 132,935 114,714
Operating lease assets 117,977 121,169
Restricted cash 10,026 10,275
Intangible assets, net 1,107,821 1,187,994
Goodwill 0 2,283,059
Other assets 27,520 23,551
Total assets 2,290,526 4,919,567
Current liabilities:    
Accounts payable 26,751 21,127
Accrued liabilities 93,772 106,453
Operating lease obligations 13,388 12,359
Finance lease obligations 5,340 4,156
Total current liabilities 139,251 144,095
Operating lease obligations, net of current portion 142,509 124,369
Finance lease obligations, net of current portion 6,294 5,683
Debt 117,862 113,391
Convertible senior notes, net 1,467,443 1,464,138
Deferred tax liability 11,341 51,696
Other long-term liabilities 19,921 37,797
Total liabilities 1,904,621 1,941,169
Commitments and contingencies
Stockholders’ equity:    
Common stock 24 23
Accumulated other comprehensive loss (1,334) (7)
Additional paid-in capital 4,815,383 4,701,230
Accumulated deficit (4,428,168) (1,722,848)
Total stockholders’ equity 385,905 2,978,398
Total liabilities and stockholders’ equity $ 2,290,526 $ 4,919,567
v3.22.2
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Revenue:        
Total revenue $ 136,622 $ 116,312 $ 260,313 $ 219,933
Cost of revenue 110,340 89,331 207,456 164,822
Research and development 115,146 106,454 243,382 186,812
Selling and marketing 62,749 56,964 122,893 108,204
General and administrative 52,858 38,303 104,132 110,820
Asset impairment 2,317,864 0 2,317,864 0
Change in fair value of contingent consideration (2,004) (303,349) (1,850) (366,970)
Total cost and operating expenses 2,656,953 (12,297) 2,993,877 203,688
(Loss) income from operations (2,520,331) 128,609 (2,733,564) 16,245
Other income, net 7,326 2,024 17,765 6,489
Interest expense (14,019) (13,407) (28,004) (21,800)
Net (loss) income before taxes (2,527,024) 117,226 (2,743,803) 934
Income tax benefit (3,563) (16,560) (38,483) (23,360)
Net (loss) income $ (2,523,461) $ 133,786 $ (2,705,320) $ 24,294
Net (loss) income per share, basic (in dollars per share) $ (10.87) $ 0.66 $ (11.75) $ 0.12
Net (loss) income per share, diluted (in dollars per share) $ (10.87) $ 0.53 $ (11.75) $ 0.11
Shares used in computing net loss per share, basic 232,117 204,110 230,304 199,083
Shares used in computing net loss per share, diluted 232,117 264,921 230,304 216,595
Test revenue        
Revenue:        
Total revenue $ 133,182 $ 111,496 $ 252,679 $ 210,772
Other revenue        
Revenue:        
Total revenue $ 3,440 $ 4,816 $ 7,634 $ 9,161
v3.22.2
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Statement of Comprehensive Income [Abstract]        
Net (loss) income $ (2,523,461) $ 133,786 $ (2,705,320) $ 24,294
Other comprehensive (loss) income:        
Unrealized (loss) income on available-for-sale marketable securities, net of tax (549) (16) (1,327) 33
Comprehensive (loss) income $ (2,524,010) $ 133,770 $ (2,706,647) $ 24,327
v3.22.2
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common stock:
Accumulated other comprehensive (loss) income:
Additional paid-in capital:
Accumulated deficit:
Accumulated deficit:
Cumulative effect of accounting change
Adjustment
Additional paid-in capital:
Balance, beginning of period at Dec. 31, 2020   $ 19 $ 1 $ 3,337,120 $ (1,360,847) $ 17,005 $ (75,488)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Common stock issued   1   434,263      
Unrealized (loss) income on available-for-sale marketable securities, net of tax $ 33   33        
Common stock issued on exercise of stock options, net       2,952      
Common stock issued pursuant to exercises of warrants       1,242      
Common stock issued pursuant to employee stock purchase plan       7,974      
Common stock issued or issuable pursuant to acquisitions and equity awards issued in connection with such acquisitions       163,876      
Stock-based compensation expense       101,540      
Net (loss) income 24,294       24,294    
Balance, end of period at Jun. 30, 2021 2,653,985 20 34 3,973,479 (1,319,548)    
Balance, beginning of period at Mar. 31, 2021   20 50 3,829,553 (1,453,334)    
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Unrealized (loss) income on available-for-sale marketable securities, net of tax (16)   (16)        
Common stock issued on exercise of stock options, net       1,192      
Common stock issued pursuant to employee stock purchase plan       7,974      
Common stock issued or issuable pursuant to acquisitions and equity awards issued in connection with such acquisitions       89,054      
Stock-based compensation expense       45,706      
Net (loss) income 133,786       133,786    
Balance, end of period at Jun. 30, 2021 2,653,985 20 34 3,973,479 (1,319,548)    
Balance, beginning of period at Dec. 31, 2021 2,978,398 23 (7) 4,701,230 (1,722,848)    
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Common stock issued   1          
Unrealized (loss) income on available-for-sale marketable securities, net of tax (1,327)   (1,327)        
Common stock issued on exercise of stock options, net       597      
Common stock issued pursuant to employee stock purchase plan       5,637      
Common stock issued or issuable pursuant to acquisitions and equity awards issued in connection with such acquisitions       5,269      
Stock-based compensation expense       102,650      
Net (loss) income (2,705,320)       (2,705,320)    
Balance, end of period at Jun. 30, 2022 385,905 24 (1,334) 4,815,383 (4,428,168)    
Balance, beginning of period at Mar. 31, 2022   23 (785) 4,749,402 (1,904,707)    
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Common stock issued   1          
Unrealized (loss) income on available-for-sale marketable securities, net of tax (549)   (549)        
Common stock issued on exercise of stock options, net       172      
Common stock issued pursuant to employee stock purchase plan       5,637      
Common stock issued or issuable pursuant to acquisitions and equity awards issued in connection with such acquisitions       3,609      
Stock-based compensation expense       56,563      
Net (loss) income (2,523,461)       (2,523,461)    
Balance, end of period at Jun. 30, 2022 $ 385,905 $ 24 $ (1,334) $ 4,815,383 $ (4,428,168)    
v3.22.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Cash flows from operating activities:    
Net (loss) income $ (2,705,320) $ 24,294
Adjustments to reconcile net (loss) income to net cash used in operating activities:    
Asset impairment 2,317,864 0
Depreciation and amortization 64,247 35,262
Stock-based compensation 103,901 106,337
Amortization of debt discount and issuance costs 7,776 6,492
Remeasurements of liabilities associated with business combinations (18,043) (372,722)
Benefit from income taxes (38,483) (23,360)
Post-combination expense for acceleration of unvested equity and deferred stock compensation 3,320 2,959
Amortization of premiums and discounts on investment securities 1,178 3,465
Other 3,721 1,808
Changes in operating assets and liabilities, net of businesses acquired:    
Accounts receivable (16,359) (6,953)
Inventory (15,557) 2,048
Prepaid expenses and other current assets (2,134) (8,346)
Other assets (2,104) (2,165)
Accounts payable 6,575 3,781
Accrued expenses and other long-term liabilities 7,186 8,255
Net cash used in operating activities (282,232) (218,845)
Cash flows from investing activities:    
Purchases of marketable securities (605,454) (325,957)
Proceeds from maturities of marketable securities 301,933 127,738
Acquisition of businesses, net of cash acquired 0 (134,006)
Purchases of property and equipment (36,970) (20,154)
Other 0 (1,880)
Net cash used in investing activities (340,491) (354,259)
Cash flows from financing activities:    
Proceeds from public offerings of common stock, net 0 434,263
Proceeds from issuance of common stock 6,234 11,717
Proceeds from issuance of convertible senior notes, net 0 1,116,850
Finance lease principal payments (2,677) (2,126)
Other (707) (1,060)
Net cash provided by financing activities 2,850 1,559,644
Net (decrease) increase in cash, cash equivalents and restricted cash (619,873) 986,540
Cash, cash equivalents and restricted cash at beginning of period 933,525 131,480
Cash, cash equivalents and restricted cash at end of period 313,652 1,118,020
Supplemental cash flow information of non-cash investing and financing activities:    
Equipment acquired through finance leases 4,472 2,578
Purchases of property and equipment in accounts payable and accrued liabilities 9,177 5,016
Common stock issued for acquisition of businesses 0 163,876
Operating lease assets obtained in exchange for lease obligations, net $ 4,495 $ 80,157
v3.22.2
Organization and description of business
6 Months Ended
Jun. 30, 2022
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 that 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, 2021. The results for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full fiscal year or any other periods.
v3.22.2
Summary of significant accounting policies
6 Months Ended
Jun. 30, 2022
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.
Prior period reclassifications
We have reclassified certain amounts in prior periods to conform with the current period presentation.
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, restricted cash, 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
Cash, cash equivalents and restricted cash reported within the consolidated balance sheets are reconciled to the amounts reported in the consolidated statements of cash flows as follows (in thousands):
June 30, 2022June 30, 2021
Cash and cash equivalents$303,626 $1,107,745 
Restricted cash10,026 10,275 
Total cash, cash equivalents and restricted cash$313,652 $1,118,020 
Restricted cash serves as the security deposits for the Company's leases.
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 approximates their fair values. Liabilities associated with business combinations are recorded at their estimated fair value.
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 issued accounting pronouncements not yet adopted
In October 2021, the FASB issued ASU 2021-08, Business Combinations ("Topic 805"): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments of this ASU require entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC Topic 606 as if it had originated the contracts. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to all business combinations occurring after the date of adoption. Early adoption is permitted by us at any time. We are currently evaluating the impact this guidance will have on our consolidated financial statements and the timing of adoption.
Recently adopted accounting pronouncements
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for our interim and annual periods beginning January 1, 2022, with early adoption permitted. We elected to adopt the amendments on a modified retrospective basis effective January 1, 2021, which required a cumulative-effect adjustment to retained earnings. The cumulative-effect adjustment resulted in a decrease in accumulated deficit of $17.0 million related to the reversal of the equity component and associated issuance costs as well as adjustment of the related amortization costs of our convertible senior notes due 2024. Reporting periods beginning on or after January 1, 2021 are presented under this new guidance while prior periods have not been adjusted and continue to be reported in accordance with our historic accounting under U.S. GAAP. See further information about our convertible senior notes in Note 8, “Commitments and contingencies.”
v3.22.2
Revenue, accounts receivable and deferred revenue
6 Months Ended
Jun. 30, 2022
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 Topic 606.
Our revenue as disaggregated by payer category and revenue subtype is as follows (in thousands):
Three Months Ended June 30, 2022
 PatientBiopharma partnerOther business-to-businessTotal
 InsuranceDirect
Test revenue:
Centralized$80,966 $10,420 $17,047 $13,641 $122,074 
Decentralized— — 1,393 9,715 11,108 
 Total test revenue80,966 10,420 18,440 23,356 133,182 
Other revenue— — 2,239 1,201 3,440 
Total revenue$80,966 $10,420 $20,679 $24,557 $136,622 
Three Months Ended June 30, 2021
 PatientBiopharma partnerOther business-to-businessTotal
 InsuranceDirect
Test revenue:
Centralized$71,254 $10,523 $8,688 $12,172 $102,637 
Decentralized— — 214 8,645 8,859 
 Total test revenue71,254 10,523 8,902 20,817 111,496 
Other revenue— — 1,768 3,048 4,816 
Total revenue$71,254 $10,523 $10,670 $23,865 $116,312 
Six Months Ended June 30, 2022
 PatientBiopharma partnerOther business-to-businessTotal
 InsuranceDirect
Test revenue:
Centralized$152,870 $22,577 $30,010 $26,306 $231,763 
Decentralized— — 2,736 18,180 20,916 
 Total test revenue152,870 22,577 32,746 44,486 252,679 
Other revenue— — 5,193 2,441 7,634 
Total revenue$152,870 $22,577 $37,939 $46,927 $260,313 
Six Months Ended June 30, 2021
 PatientBiopharma partnerOther business-to-businessTotal
 InsuranceDirect
Test revenue:
Centralized$132,145 $19,472 $19,260 $22,348 $193,225 
Decentralized— — 596 16,951 17,547 
 Total test revenue132,145 19,472 19,856 39,299 210,772 
Other revenue— — 4,830 4,331 9,161 
Total revenue$132,145 $19,472 $24,686 $43,630 $219,933 
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. In subsequent periods, we update our estimate of the amounts recognized for previously delivered tests which resulted in the following increases to revenue and decreases to our net (loss) income from operations and basic and diluted net (loss) income per share (in millions, except per share data):
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Revenue$1.2 $4.2 $2.4 $8.5 
(Loss) income from operations$(1.2)$4.2 $(2.4)$8.5 
Net (loss) income per share, basic$(0.01)$0.02 $(0.01)$0.04 
Net (loss) income per share, diluted$(0.01)$0.02 $(0.01)$0.04 
Impact of COVID-19
We expect the COVID-19 pandemic may continue to impact our business. We have reviewed and adjusted, when necessary, for the impact of COVID-19 on our estimates related to revenue recognition and expected credit losses.
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 $7.7 million and $4.3 million as of June 30, 2022 and December 31, 2021, 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 and six months ended June 30, 2022, we recognized revenue of $2.9 million and $2.5 million, respectively, from deferred revenue recorded in prior periods. The current contract liability was $5.2 million and $9.4 million as of June 30, 2022 and December 31, 2021, respectively, and was included in accrued liabilities on the consolidated balance sheets. The long-term contract liability was $2.6 million and $0.7 million as of June 30, 2022 and December 31, 2021, respectively, and was included in other long-term liabilities on the consolidated balance sheets.
Performance obligationsTest and other revenue is generally recognized upon completion of our performance obligation when the customer obtains control of the promised good or service, typically a test report or upon shipment of our precision oncology products or other contractually defined milestone(s). The Company has applied the practical expedient in relation to information about our remaining performance obligations, as we have a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. Most remaining performance obligations are primarily related to Personalized Cancer Monitoring ("PCM") services included in test revenue in our consolidated statement of operations and are generally satisfied over one to six months.
v3.22.2
Business combinations
6 Months Ended
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Business combinations Business combinations
ArcherDX
In October 2020, we acquired ArcherDX, Inc. ("ArcherDX"), a genomics analysis company democratizing precision oncology. Under the terms of the agreement, we acquired ArcherDX for upfront consideration consisting of 30.0 million shares of our common stock and $325.0 million in cash, plus up to an additional 27.0 million shares of our common stock payable in connection with the achievement of certain milestones. During the three months ended March 31, 2021, Invitae and the sellers of ArcherDX reached an agreement to reduce the purchase price by $1.2 million based on the final acquired net working capital. This adjustment was recorded during the three months ended March 31, 2021 and reduced the contingent consideration liability and goodwill by approximately $1.2 million.
We were required to pay contingent consideration based on achievement of post-closing development and revenue milestones. The material factors that may impact the fair value of the contingent consideration, and therefore the liability, are (i) the estimated number of shares to be issued, (ii) the volatility of our common stock, (iii) the probabilities of achievement of milestones within the timeframes prescribed in the acquisition agreement and (iv) discount rates, all of which are Level 3 inputs not supported by market activity with the exception of the volatility of our common stock. Significant changes in any of these inputs may result in a significant change in fair value, which is estimated at each reporting date. Of the five milestones, one milestone was achieved in November 2020, which resulted in the issuance of 5.0 million shares of our common stock and a cash payment of $1.9 million, and three milestones were achieved or deemed to be achieved during the three months ended June 30, 2021, which resulted in the issuance of 13.8 million shares of our common stock and a cash payment of $3.3 million in July 2021. The remaining milestone is based upon receiving U.S. Food and Drug Administration ("FDA") clearance or approval of a therapy selection in vitro diagnostic ("IVD") product, which per the terms of the acquisition agreement, must be completed by March 31, 2022, subject to certain extensions (the "ArcherDX Final Milestone"). With respect to the ArcherDX Final Milestone, the liability was reduced to nil as of June 30, 2021 from $262.5 million as of March 31, 2021 and $287.7 million as of December 31, 2020, with the offsetting change recorded as changes in fair value of contingent consideration in our consolidated statements of operations. The removal of the liability balance and the associated change in fair value of contingent consideration was a result of our reassessment of the steps necessary to achieve clearance or approval based on FDA feedback received principally in the three months ended June 30, 2021. In April 2022, an agreement was entered into with the previous ArcherDX stockholders to extend the date for achievement of the ArcherDX Final Milestone to March 31, 2023. We do not believe achievement of the conditions prescribed in the acquisition agreement will occur within this timeframe. We expect FDA clearance or approval of a therapy selection IVD at a later date subject to resolution of the necessary steps. As such, no liability was recorded as of June 30, 2022.
In connection with the acquisition, we granted awards of common stock to new employees who joined Invitae in connection with our acquisition of ArcherDX that vested upon the achievement of the contingent consideration milestones discussed above and were subject to the employees' continued service with us, unless terminated without cause in which case vesting was only dependent on milestone achievement. As the number of shares that were expected to be issued are fixed, the awards are equity-classified. During the six months ended June 30, 2022, we recorded stock-based compensation expense of nil related to the ArcherDX milestones. During the three months ended June 30, 2021, we recorded a net $1.2 million in stock-based compensation expense related to the ArcherDX milestones, which includes $28.3 million related to milestones achieved in the three months ended June 30, 2021, $2.6 million due to an accounting modification of certain awards whereby the employee's continued substantive services were no longer required, offset by a reversal of $29.7 million recognized in prior periods related to the determination that the ArcherDX Final Milestone would not be achieved within the specified timeframe prescribed in the acquisition agreement. During the six months ended June 30, 2021, we recorded a net $41.8 million in stock-based compensation expense related to the ArcherDX milestones, which includes $38.5 million related to milestones achieved in the three months ended June 30, 2021, $33.0 million due to an accounting modification of
certain awards whereby the employee's continued substantive services were no longer required, offset by a reversal of $29.7 million recognized in prior periods related to the determination that the ArcherDX Final Milestone would not be achieved within the specified timeframe prescribed in the acquisition agreement.
One Codex
In February 2021, we acquired 100% of the equity interest of Reference Genomics, Inc. d/b/a One Codex ("One Codex"), a company developing and commercializing products and services relating to microbiome sequencing, analysis and reporting, for upfront consideration consisting of $17.3 million in cash and 1.4 million shares of our common stock, of which approximately 0.2 million shares were subject to a hold-back to satisfy indemnification obligations that may have arisen 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. In February 2022, the amounts held back to satisfy indemnification obligations were released in full to the former shareholders.
Genosity
In April 2021, we acquired 100% of the fully diluted equity of Genosity Inc. ("Genosity"), a company providing genomic laboratory services, for approximately $196.0 million, consisting of approximately $120.0 million in cash and 1.9 million shares of our common stock. In connection with this transaction, we granted restricted stock units ("RSUs") having a value of up to $5.0 million to certain continuing employees and recognized $0.5 million and $0.9 million in stock-based compensation expense for the three and six months ended June 30, 2022, respectively. We recognized $0.2 million in stock-based compensation expense for both the three and six months ended June 30, 2021.
Pursuant to the terms of the acquisition, we agreed to provide additional shares in the event that our common stock share price decreased after the acquisition, but prior to filing a resale registration statement. At the time of the acquisition, we estimated this provision to be $7.0 million. On filing the resale registration statement during the period ended June 30, 2021, the fair value was $3.2 million and the difference of $3.8 million was recorded in general and administrative expense.
Ciitizen
In September 2021, we acquired 100% of the equity of Ciitizen Corporation ("Ciitizen"), a patient-centric health technology company, for approximately $308.3 million, consisting of approximately $87.4 million in cash and 6.3 million shares of our common stock, of which approximately $10.4 million in cash and 0.8 million shares are subject to a hold-back to satisfy indemnification obligations that may arise following the closing. As of June 30, 2022, the value of the stock payable liability was $1.9 million with the $4.4 million six month fair value change recorded as income in other income, net. In connection with this transaction, we granted RSUs having a value of up to $246.9 million to certain continuing employees. During the three and six months ended June 30, 2022, we recorded stock-based compensation expense of $25.1 million and $50.0 million, respectively, primarily in research and development expense.
Our purchase price allocation for the acquisition is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available, primarily related to certain aspects of our deferred tax liability assumed in connection with the acquisition. Additional information that existed as of the acquisition date but at the time was unknown to us may become known to us during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date.
v3.22.2
Goodwill and intangible assets
6 Months Ended
Jun. 30, 2022
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, 2021$2,283,059 
Impairment(2,283,059)
Balance as of June 30, 2022$— 
Intangible assets
The following table presents details of our acquired intangible assets as of June 30, 2022 (in thousands):
June 30, 2022
 
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$41,515 $(15,398)$26,117 10.8
Developed technology1,174,506 (128,243)1,046,263 10.6
Non-compete agreement286 (286)— 0.0
Trade name21,085 (3,086)17,999 12.0
Patent assets and licenses495 (153)342 15.0
Right to develop new technology19,359 (2,259)17,100 15.0
 $1,257,246 $(149,425)$1,107,821 10.7
The following table presents details of our acquired intangible assets as of December 31, 2021 (in thousands):
December 31, 2021
 
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$41,515 $(13,096)$28,419 10.8
Developed technology662,106 (81,902)580,204 10.2
Non-compete agreement286 (286)— 0.0
Trade name21,085 (2,207)18,878 12.0
Patent assets and licenses495 (136)359 15.0
Right to develop new technology19,359 (1,613)17,746 15.0
In-process research and development542,388 — 542,388 n/a
 $1,287,234 $(99,240)$1,187,994 10.4
Acquisition-related intangibles included in the above tables are generally finite-lived, other than in-process research and development, which has an indefinite life, and are carried at cost less accumulated amortization. Customer relationships related to our 2017 business combinations are being amortized on an accelerated basis in proportion to estimated cash flows. All other finite-lived acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. During the six months ended June 30, 2022, the Company launched the ArcherDX STRATAFIDE and PCM products resulting in the reclassification of $512.4 million of the related in-process research and development (IPR&D) intangibles to developed technology intangibles, which are finite-lived and amortizable. Amortization expense was $30.0 million and $13.5 million for the three months ended June 30, 2022 and 2021, respectively, and $50.2 million and $25.6 million for the six months ended June 30, 2022 and 2021, respectively. Amortization expense is recorded in cost of revenue, research and development, and selling and marketing expense.
The following table summarizes our estimated future amortization expense of intangible assets with finite lives as of June 30, 2022 (in thousands):
2022 (remainder of year)$59,381 
2023118,461 
2024118,183 
2025116,429 
2026116,396 
Thereafter578,971 
Total estimated future amortization expense$1,107,821 
In December 2021, we acquired 100% of the equity interest of Stratify Genomics Inc., a cancer risk stratification company, for $29.0 million consisting of 1.0 million shares of common stock, $4.2 million in assumed liabilities, and $8.0 million in cash. We accounted for this transaction as an asset acquisition, as substantially all of the fair value is concentrated in the developed technology acquired. As goodwill is not recorded under an asset acquisition, an $8.7 million deferred tax liability arising from book/tax basis differences increased the value of the assets acquired above the purchase price. As a result, the fair value of the developed technology is $37.5 million, which will be amortized over eight years to cost of revenue. The remaining purchase price of $0.2 million is the fair value of cash and cash equivalents.
In July 2021, we acquired 100% of the equity interest of Medneon LLC, a digital health artificial intelligence company, for $34.1 million consisting of 0.4 million shares of common stock, $4.9 million in assumed liabilities, and $12.9 million in cash. We accounted for this transaction as an asset acquisition, as substantially all of the fair value is concentrated in the developed technology acquired. The fair value of the developed technology is $33.9 million, which will be amortized over eight years to cost of revenue. The remaining purchase price of $0.2 million is the fair value of cash and cash equivalents.
Impairment assessment
Goodwill and indefinite-lived intangible assets are assessed for impairment on an annual basis and whenever events and circumstances indicate that these assets may be impaired. We evaluate the fair value of long-lived assets, which include property and equipment and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset may not be fully recoverable. In testing for goodwill impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the carrying value exceeds its fair value, we perform a quantitative goodwill impairment test to compare to the fair value of our reporting unit to its carrying value, including goodwill. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, we will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. Factors that may indicate potential impairment and trigger an impairment test include, but are not limited to, current economic, market and geopolitical conditions, including a significant, sustained decline in our stock price and market capitalization compared to the net book value, an adverse change in legal factors, business climate or operational performance of the business, or significant changes in the ability of a particular asset (or group of assets) to generate positive cash flows for our strategic business objectives.
During the three months ended June 30, 2022, as a result of the significant, sustained decline in our stock price and related market capitalization and lower than expected financial performance, we performed an impairment assessment of goodwill, IPR&D intangible assets, and long-lived assets, including definite-lived intangibles.
For our goodwill, we measured the fair value of the reporting unit utilizing the discounted cash flow method under the income approach. This approach relies on significant unobservable inputs including, but not limited to, management's forecasts of projected revenue associated with future cash flows, discount rates, and control premium. Based on this analysis, we recognized a non-cash, pre-tax goodwill impairment charge of $2.3 billion during the three and six months ended June 30, 2022, which was included in asset impairment on the condensed consolidated statements of operations.
We also identified indicators of impairment related to the IPR&D intangible asset initially recognized as part of the acquisition of Singular Bio, Inc. ("Singular Bio") that it was more likely than not that the asset is impaired. The Company identified conditions during the period ended June 30, 2022 such as alternative technologies and uncertainties around the desired outcome of our in-development asset and other economic factors that raised issues with the realizability of our asset. As a result of our evaluation, we recognized a non-cash, pre-tax impairment charge of $30.0 million during the three and six months ended June 30, 2022 related to the IPR&D intangible asset. Additionally, we recognized an impairment loss of $4.8 million during the three and six months ended June 30, 2022 related to specific equipment that is no longer being utilized on this project and has no alternative future use. The impairment charges are recorded in asset impairment in the condensed consolidated statements of operations.
We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.
A recoverability test was performed for the long-lived assets, including definite-lived intangibles, using the undiscounted cash flows approach, which included significant unobservable inputs including management's
forecasts of projected revenue associated with future cash flows, and residual value. The cash flow estimates reflected the Company’s assumptions about its use of the long-lived assets and eventual disposition of the asset group. We determined that our long-lived assets held and used, including intangible assets that are subject to amortization, did not have identifiable cash flows that are largely independent of the cash flows of other assets and liabilities and of other asset groups, because the assets are highly interrelated and interdependent. Therefore, the Company evaluated its long-lived assets for impairment on an entity-wide level. The long-lived assets passed the recoverability test as of June 30, 2022.
v3.22.2
Balance sheet components
6 Months Ended
Jun. 30, 2022
Balance Sheet Related Disclosures [Abstract]  
Balance sheet components Balance sheet components
Inventory
Inventory consisted of the following (in thousands):
 June 30, 2022December 31, 2021
Raw materials$41,828 $27,178 
Work in progress6,322 5,342 
Finished goods923 996 
Total inventory$49,073 $33,516 
Property and equipment, net
Property and equipment consisted of the following (in thousands):
June 30, 2022December 31, 2021
Leasehold improvements$72,952 $31,159 
Laboratory equipment65,740 61,317 
Computer equipment17,199 15,452 
Furniture and fixtures2,259 2,130 
Construction-in-progress32,323 52,039 
Other2,311 925 
Total property and equipment, gross192,784 163,022 
Accumulated depreciation and amortization(59,849)(48,308)
Total property and equipment, net$132,935 $114,714 
Depreciation expense was $5.8 million and $4.3 million for the three months ended June 30, 2022 and 2021, respectively, and $11.4 million and $8.1 million for the six months ended June 30, 2022 and 2021, respectively.
See Note 5, "Goodwill and intangible assets" for additional information on the impairment assessment including long-lived assets and the related impairment loss recognized during the three and six months ended June 30, 2022.
Accrued liabilities
Accrued liabilities consisted of the following (in thousands):
 June 30, 2022December 31, 2021
Accrued compensation and related expenses$31,153 $35,877 
Accrued expenses22,098 32,136 
Compensation and other liabilities associated with business combinations16,182 11,622 
Deferred revenue5,168 9,431 
Accrued interest6,646 6,646 
Other accrued liabilities12,525 10,741 
Total accrued liabilities$93,772 $106,453 
Other long-term liabilities
Other long-term liabilities consisted of the following (in thousands):
 June 30, 2022December 31, 2021
Compensation and other liabilities associated with business combinations, non-current6,660 27,919 
Deferred revenue, non-current2,648 663 
Other10,613 9,215 
Total other long-term liabilities$19,921 $37,797 
v3.22.2
Fair value measurements
6 Months Ended
Jun. 30, 2022
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):
 June 30, 2022
 
Amortized
Cost
Gross Unrealized GainsGross Unrealized Losses
Estimated
Fair Value
   
 Level 1Level 2Level 3
Financial assets:       
Money market funds$272,325 $— $— $272,325 $272,325 $— $— 
U.S. Treasury notes415,079 — (1,315)413,764 413,764 — — 
U.S. government agency securities9,392 — (19)9,373 — 9,373 — 
Total financial assets$696,796 $— $(1,334)$695,462 $686,089 $9,373 $— 
Financial liabilities:
Stock payable liability$2,782 $— $— $2,782 
Total financial liabilities$2,782 $— $— $2,782 
 June 30, 2022
Reported as: 
Cash equivalents$262,299 
Restricted cash10,026 
Marketable securities423,137 
Total cash equivalents, restricted cash, and marketable securities$695,462 
Other long-term liabilities$2,782 
 December 31, 2021
 
Amortized
Cost
Gross Unrealized GainsGross Unrealized Losses
Estimated
Fair Value
   
 Level 1Level 2Level 3
Financial assets:       
Money market funds$913,990 $— $— $913,990 $913,990 $— $— 
U.S. Treasury notes111,187 — (6)111,181 111,181 — — 
U.S. government agency securities10,941 — (1)10,940 — 10,940 — 
Total financial assets$1,036,118 $— $(7)$1,036,111 $1,025,171 $10,940 $— 
Financial liabilities:
Stock payable liability$20,925 $— $— $20,925 
Contingent consideration1,875 — — 1,875 
Total financial liabilities$22,800 $— $— $22,800 
 December 31, 2021
Reported as: 
Cash equivalents$903,715 
Restricted cash10,275 
Marketable securities122,121 
Total cash equivalents, restricted cash, and marketable securities$1,036,111 
Other long-term liabilities$22,800 
There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. 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. At June 30, 2022, the remaining contractual maturities of available-for-sale securities ranged from one to six months.
The total fair value of investments with unrealized losses at June 30, 2022 was $423.1 million. None of the available-for-sale securities held as of June 30, 2022 have been in an unrealized loss position for more than one year. The Company evaluates investments that are in an unrealized loss position for impairment as a result of credit loss. It was determined that no credit losses exist as of June 30, 2022, because the change in market value of those securities has resulted from fluctuations in market interest rates since the time of purchase, rather than a deterioration of the credit worthiness of the issuers. For marketable securities in an unrealized loss position, we assess our intent to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We intend to hold our marketable securities to maturity and it is unlikely that they would be sold before their cost bases are recovered. The cost of securities sold is based on the specific identification method.
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. The change in fair value related to stock payable liabilities recorded to other income, net was income of $6.2 million and $2.4 million during the three months ended June 30, 2022 and 2021, respectively, and income of $16.2 million and $5.8 million during the six months ended June 30, 2022 and 2021, respectively.
v3.22.2
Commitments and contingencies
6 Months Ended
Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies Commitments and contingencies
Leases
The Company has entered into various non-cancellable operating lease agreements for office and laboratory space domestically and internationally. The Company's current leases have remaining terms ranging from approximately 1 to 13 years, some of which include options to extend the leases. The renewal options were not included in the calculation of the operating lease assets and the operating lease liabilities as they are not reasonably certain of being exercised. The security deposits for our operating leases are included in restricted cash in our consolidated balance sheets.
In 2015, we entered into a non-cancelable operating lease agreement for our headquarters and main production facility in San Francisco, California, which commenced in 2016 with an initial lease term extending through 2026. In 2020, we entered into a non-cancelable operating lease agreement for additional office and laboratory space in San Francisco, California, which commenced in 2021 and has an initial lease term extending through 2031. In 2021, we entered into a non-cancelable operating lease agreement for a new laboratory and production facility in Morrisville, North Carolina, which commenced in the same year with an initial lease term extending through 2035.
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.
There have been no significant changes to the Company's operating or finance leases during the six months ended June 30, 2022.
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 will endeavor to agree with the administrative agent, an alternate rate of interest that gives due consideration to the then prevailing market convention for determining interest for comparable loans in the United States, provided that until such alternative rate of interest is agreed, the 2020 Term Loan shall bear interest at the Wall Street Journal Prime Rate. The three-month LIBOR is expected to be available and representative through June 30, 2023. The 2020 Term Loan will mature on (i) June 1, 2024, if at such time our 2024 Notes (defined below) are outstanding and are due to mature on September 1, 2024 (provided that if, prior to such date, the maturity date of at least 80% of the 2024 Notes is extended to a date that is prior to September 1, 2025, the maturity date for the 2020 Term Loan will be automatically extended to a date that is 90 days prior to such 2024 Notes maturity date as extended), or (ii) otherwise, on June 1, 2025. The full amount of the 2020 Term Loan is due upon maturity. If the 2020 Term Loan is prepaid (whether such prepayment is optional or mandatory), we must pay a prepayment fee of 6% if the prepayment occurs prior to the third anniversary of the closing date or 4% if the prepayment occurs after the third anniversary of the closing date and we must also pay a make-whole fee if the prepayment occurs prior to the second anniversary of the closing date.
The credit agreement contains customary events of default and covenants, including among others, covenants limiting our ability to incur debt, incur liens, undergo a change in control, merge with or acquire other entities, make investments, pay dividends or other distributions to holders of our equity securities, repurchase stock, and dispose of assets, in each case subject to certain customary exceptions. In addition, the credit agreement contains financial covenants that require us to maintain a minimum cash balance and minimum quarterly revenue levels.
Debt discounts, including debt issuance costs, related to the 2020 Term Loan of $32.8 million were recorded as a direct deduction from the debt liability and are being amortized to interest expense over the term of the 2020 Term Loan. Interest expense related to our debt financings, excluding the impact of our convertible senior notes (defined below), was $5.9 million for both the three months ended June 30, 2022 and 2021, respectively, and $11.8 million for both the six months ended June 30, 2022 and 2021, respectively.
Convertible senior notes
Convertible senior notes due 2024
In September 2019, we issued, at par value, $350.0 million aggregate principal amount of 2.00% convertible senior notes due 2024 (the "2024 Notes") in a private offering. The 2024 Notes are our senior unsecured obligations and will mature on September 1, 2024, unless earlier converted, redeemed or repurchased. The 2024 Notes bear cash interest at a rate of 2.0% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020.
Upon conversion, the 2024 Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the 2024 Notes is 33.6293 shares of our common stock per $1,000 principal amount of the 2024 Notes (equivalent to an initial conversion price of approximately $29.74 per share of common stock).
If we undergo a fundamental change (as defined in the indenture governing the 2024 Notes), the holders of the 2024 Notes may require us to repurchase all or any portion of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased plus accrued and unpaid interest to, but excluding, the redemption date.
The 2024 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 1, 2024, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the 2024 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2024 until the close of business on the business day immediately preceding the maturity date, holders may convert their 2024 Notes at any time, regardless of the foregoing circumstances. Since issuance, 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. The notes were not convertible during the six months ended June 30, 2022 and there have been no significant conversions in the periods in which they were convertible.
We may not redeem the 2024 Notes prior to September 6, 2022. We may redeem for cash all or any portion of the 2024 Notes, at our option, on or after September 6, 2022 and on or before the 30th scheduled trading day immediately before the maturity date if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Convertible senior notes due 2028
In April 2021, we issued, at 99% of par value, $1,150.0 million aggregate principal amount of 1.5% convertible senior notes due 2028 (the "2028 Notes") in a private offering. The 2028 Notes are our senior unsecured obligations and will mature on April 1, 2028, unless earlier converted, redeemed or repurchased. The 2028 Notes bear cash interest at a rate of 1.5% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. Upon conversion, the 2028 Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
The 2028 Notes will be convertible at the option of the holder at any time until the second scheduled trading day prior to the maturity date, including in connection with a redemption by us. The 2028 Notes will be convertible into shares of our common stock based on an initial conversion rate of 23.1589 shares of common stock per $1,000 principal amount of the 2028 Notes (which is equal to an initial conversion price of $43.18 per share), in each case
subject to customary anti-dilution and other adjustments as a result of certain extraordinary transactions. None of the 2028 Notes have been converted to date.
We may not redeem the 2028 Notes prior to April 6, 2025. On or after April 6, 2025, the 2028 Notes will be redeemable by us in the event that the closing sale price of our common stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the redemption notice at a redemption price of 100% of the principal amount of such 2028 Notes, plus accrued and unpaid interest to, but excluding, the redemption date.
With certain exceptions, upon a change of control of the Company or the failure of our common stock to be listed on certain stock exchanges, the holders of the 2028 Notes may require that we repurchase all or part of the principal amount of the Notes at a repurchase price of 100% of the principal amount of the 2028 Notes to be repurchased, plus unpaid interest to, but excluding, the maturity date.
Summary of convertible senior notes
We adopted the provisions of ASU 2020-06 on January 1, 2021. See Note 2, "Summary of significant accounting policies" for additional information. Our 2024 Notes and 2028 Notes (collectively, our "Convertible Senior Notes") consisted of the following (in thousands):
June 30, 2022December 31, 2021
Outstanding principal$1,499,996 $1,499,996 
Unamortized debt discount and issuance costs(32,553)(35,858)
Net carrying amount, liability component$1,467,443 $1,464,138 
As of June 30, 2022, the fair value of the 2024 Notes and 2028 Notes was $277.4 million and $514.1 million, respectively. The estimated fair value of the 2024 Notes and 2028 Notes, which use Level 2 fair value inputs, was determined based on the estimated or actual bid prices in an over-the-counter market and/or market conditions including the price and volatility of our common stock and comparable company information. We recognized $7.7 million and $7.2 million of interest expense related to our convertible senior notes during the three months ended June 30, 2022 and 2021, respectively, and $15.4 million and $9.4 million of interest expense related to our convertible senior notes during the six months ended June 30, 2022 and 2021, respectively. Of the interest expense recognized, $1.7 million and $1.5 million during the three months ended June 30, 2022 and 2021, respectively, and $3.3 million and $2.0 million during the six months ended June 30, 2022 and 2021, respectively, was related to amortization of issuance costs and the remainder was related to contractual interest incurred.
Other commitments
In the normal course of business, we enter into various purchase commitments primarily related to service agreements and laboratory supplies. At June 30, 2022, our total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were $59.3 million.
Guarantees and indemnification
As permitted under Delaware law and in accordance with our bylaws, we indemnify our directors and officers for certain events or occurrences while the officer or director is or was serving in such capacity. The maximum amount of potential future indemnification is unlimited; however, we maintain director and officer liability insurance. This insurance allows the transfer of the risk associated with our exposure and may enable us to recover a portion of any future amounts paid. We believe the fair value of these indemnification agreements is minimal. Accordingly, we did not record any liabilities associated with these indemnification agreements at June 30, 2022 or December 31, 2021.
Contingencies
We are and may from time to time be involved in various legal proceedings and claims arising in the ordinary course of business. Legal proceedings, including litigation, government investigations and enforcement actions could result in material costs, occupy significant management resources and entail civil and criminal penalties, even if we ultimately prevail. If an investigation results in a proceeding against us, an adverse outcome could include us being required to pay treble damages, and incur attorneys’ fees, civil or criminal penalties and other adverse actions that could materially and adversely affect our business, financial condition and results of operations. While we
believe any such claims are unsubstantiated, and we believe we are in compliance with applicable laws and regulations applicable to our business, the resolution of any such claims could be material.
We were not a party to any material legal proceedings at June 30, 2022, or at the date of this report except for matters listed below. We cannot currently predict the outcome of these actions.
Natera, Inc.
On January 27, 2020, Natera filed a lawsuit against ArcherDX (a subsidiary of Invitae effective October 2, 2020) in the United States District Court for the District of Delaware, alleging that ArcherDX’s products using Anchored Multiplex PCR ("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 (“Second Amended Complaint”) on the same day, with service completed on January 15, 2021. ArcherDX and Invitae filed answers to the Second Amended Complaint on January 26, 2021 and February 5, 2021, respectively, denying Natera's allegations and restating certain affirmative defenses and counterclaims of non-infringement and invalidity. The litigations have now been consolidated for all purposes. A claim construction order was issued on June 28, 2021. On October 27, 2021, Natera filed its third amended complaint (“Third Amended Complaint”) to add a Certificate of Correction to U.S. Patent No. 10,590,482. On November 3, 2021, ArcherDX filed its answer and counterclaims to Natera's Third Amended Complaint, adding an inequitable conduct defense and declaratory judgment counterclaims. Discovery concluded in December 2021. On January 21, 2022, Natera, ArcherDX and Invitae moved for summary judgment, wherein Natera seeks a determination on certain legal and equitable defenses and ArcherDX and Invitae seek a determination of non-infringement and invalidity of the asserted patents. The case was reassigned on May 12, 2022 to the District of Delaware vacant judgeship. All hearing dates have been vacated and no trial date is set.
In addition, on October 6, 2020, Natera filed a complaint against Genosity in the United States District Court for the District of Delaware, alleging that Genosity's use of its AsTra products, and the manufacture, use, sale, and offer for sale of such products, infringes U.S. Patent No. 10,731,220. Natera's complaint further alleges that Genosity's accused products use ArcherDX's ctDNA and region-specific primers. Genosity filed an answer to the complaint on February 15, 2021, denying Natera's allegations and setting forth affirmative defenses and counterclaims of non-infringement, invalidity and unenforceability due to inequitable conduct. On March 8, 2021, Natera filed a motion to dismiss and strike certain affirmative defenses and counterclaims brought by Genosity relating to inequitable conduct. The court denied that motion on March 14, 2022. The court granted an order granting the parties' stipulated request to stay the case on April 1, 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, breach of fiduciary duty and trade secret misappropriation. On June 18, 2021, ArcherDX informed the court that it would not assert the following claims to streamline the issues for trial: trade secret misappropriation, false advertising, deceptive trade practices, and tortious interference. The court denied QIAGEN's motion for summary judgment on trade secret misappropriation as moot on June 21, 2021, denied QIAGEN's motion for summary judgment on breach of fiduciary duty on July 26, 2021, and granted QIAGEN's motion for summary judgment of no literal infringement of the '810 Patent on August 21, 2021. Trial proceeded on August 23 through August 27, 2021, resulting in a unanimous jury verdict, which found that: (i) all asserted claims of the '810 and '597 Patents are valid, (ii) QIAGEN willfully infringed the asserted claims of the '810 patent (under the doctrine of equivalents) and the '597 patent (literal infringement), and (iii) ArcherDX and MGH are entitled to recover approximately $4.7 million in damages. Both parties filed post-trial motions on October 21, 2021, in which (x) QIAGEN seeks to overturn the jury verdict by requesting judgment as a matter of law or, in the alternative, a new trial or altered judgment on the issues of non-infringement, invalidity and damages, and (y) ArcherDX seeks a permanent injunction on infringing products and services approved for clinical diagnosis by a regulatory authority, ongoing royalty for products not enjoined, supplemental damages, interest and enhanced damages.
v3.22.2
Stockholders' equity
6 Months Ended
Jun. 30, 2022
Equity [Abstract]  
Stockholders' equity Stockholders’ equity
Shares outstanding
Shares of convertible preferred and common stock were as follows (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Convertible preferred stock:
Shares outstanding, beginning and end of period— 125 — 125 
Common stock:
Shares outstanding, beginning of period228,824 197,514 228,116 185,886 
Common stock issued in connection with public offering— — — 8,932 
Common stock issued on exercise of stock options, net46 178 133 579 
Common stock issued pursuant to vesting of RSUs4,132 2,671 4,753 3,383 
Common stock issued pursuant to exercises of warrants— — — 208 
Common stock issued pursuant to employee stock purchase plan1,535 271 1,535 271 
Common stock issued pursuant to acquisitions230 2,384 230 3,759 
Shares outstanding, end of period234,767 203,018 234,767 203,018 
Common Stock
As of June 30, 2022, we had 600 million shares of common stock authorized with a par value of $0.0001. The number of authorized shares increased from 400 million to 600 million during the three months ended June 30, 2022.
Convertible preferred stock
In August 2017, in a private placement to certain accredited investors, we issued shares of our Series A convertible preferred stock which are convertible into common stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like. The Series A convertible preferred stock is a non-voting common stock equivalent with a par value of $0.0001 and has the right to receive dividends first or simultaneously with payment of dividends on common stock. In the event of any liquidation or dissolution of the Company, the Series A preferred stock is entitled to receive $0.001 per share prior to the payment of any amount to any holders of capital stock ranking junior to the Series A preferred stock and thereafter shall participate pari passu with the holders of our common stock (on an as-if-converted-to-common-stock basis). During the year ended December 31, 2021, 124,913 shares of Series A convertible preferred stock were converted into 124,913 shares of common stock. As of June 30, 2022, there were no shares of Series A convertible preferred stock outstanding.
Sales Agreement
In May 2021, we entered into a sales agreement (the "2021 Sales Agreement") with Cowen and Company, LLC (“Cowen”) under which we may offer and sell from time to time at our sole discretion shares of our common stock through Cowen as our sales agent, in an aggregate amount not to exceed $400.0 million. Per the terms of the agreement, Cowen will receive a commission of up to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2021 Sales Agreement.
Public offering
In January 2021, we sold, in an underwritten public offering, an aggregate of 8.9 million shares of our common stock at a price of $51.50 per share, for gross proceeds of $460.0 million and net proceeds of approximately $434.3 million after deducting underwriting discounts and commissions and offering expenses.
v3.22.2
Stock incentive plans
6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock incentive plans Stock incentive plans
Stock incentive plans
In 2010, we adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors and consultants under terms and provisions established by our board of directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than the fair market value of our common stock. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market value of our common stock on the grant date, as determined by our board of directors. The terms of options granted under the 2010 Plan may not exceed ten years.
In January 2015, we adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which became effective upon the closing of our initial public offering. Shares outstanding under the 2010 Plan were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards.
Options granted generally vest over a period of four years. Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the award vests upon the first anniversary of the employee’s date of hire, with the remainder of the award vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule. Upon the acquisition of ArcherDX in October 2020, any option that was outstanding was converted into a fully vested option to purchase a share of our common stock, which resulted in the issuance of options to purchase 3.7 million shares of our common stock.
RSUs generally vest over a period of three years. Typically, the vesting schedule for RSUs provides that 1/3 of the award vests upon each anniversary of the grant date, with certain awards that include a portion that vests immediately upon grant. The vesting schedule for the 2022 grants approved in April 2022 provides that the awards vest quarterly over a period of two years, with certain awards that include a portion that vests immediately upon grant. We have also granted certain awards in connection with our management incentive plan that vest over a period of two years. In June 2019, we granted time-based RSUs in connection with the acquisition of Singular Bio, which vest in three equal installments over a period of 18 months and performance-based RSUs ("PRSUs") that vest based on the achievement of performance conditions. 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 employees' continued service with us.
Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share data 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, 202110,242 3,034 $11.98 5.5$16,431 
Additional shares reserved9,125 — 
Options granted(86)86 5.22 
Options cancelled106 (106)4.42 
Options exercised— (133)4.50 
RSUs and PRSUs granted(10,958)— 
RSUs and PRSUs cancelled1,183 — 
Balances at June 30, 20229,612 2,881 $12.40 5.2$54 
Options exercisable at June 30, 20222,531 $10.99 4.7$54 
Options vested and expected to vest at June 30, 20222,867 $12.38 5.1$54 
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, including PRSU, activity (in thousands, except per share data):
 Number of SharesWeighted- Average Grant Date Fair Value Per Share
Balance at December 31, 202116,247 $26.21 
RSUs granted10,958 $5.74 
RSUs vested(4,756)$17.17 
RSUs cancelled(1,183)$22.24 
Balance at June 30, 202221,266 $17.90 
Stock-based compensation
The following table summarizes stock-based compensation expense included in the consolidated statements of operations (in thousands): 
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Cost of revenue$2,634 $5,474 $4,499 $7,659 
Research and development38,366 30,803 70,360 46,338 
Selling and marketing4,964 6,909 7,873 10,339 
General and administrative11,115 4,376 21,169 42,001 
Total stock-based compensation expense$57,079 $47,562 $103,901 $106,337 
v3.22.2
Income Taxes
6 Months Ended
Jun. 30, 2022
Income Tax Disclosure [Abstract]  
Income Taxes Income taxes
During the three and six months ended June 30, 2022, we recorded an income tax benefit of $3.6 million and $38.5 million, respectively. The income tax benefit for the three months ended June 30, 2022 is primarily related to a $2.3 million release of federal and state valuation allowances as a result of impairment of Singular Bio's IPR&D indefinite-lived intangibles, which decreased the associated indefinite-lived deferred tax liability. The income tax benefit for the six months ended June 30, 2022 is primarily related to a $34.6 million release of federal and state valuation allowances as a result of the reclassification of ArcherDX's STRATAFIDE and PCM in-process research and development intangibles from indefinite-lived intangibles to developed technology, which enabled the associated deferred tax liability to serve as a source of income to support the realization of existing finite-lived deferred tax assets for which a valuation allowance had previously been established.
As of June 30, 2022, we maintained $48.1 million of unrecognized tax benefits, of which $3.3 million, if recognized, would affect the Company’s effective tax rate. The remainder has been recorded as a reduction to the Company’s deferred tax assets and, if recognized, would not have an impact on the effective tax rate due to existing valuation allowance against such deferred tax assets. It is possible that the Company’s unrecognized tax benefits could change within the next twelve months due to activities of tax authorities, including possible settlement of audits, should any arise, or through normal expiration of statutes of limitations.
The Company’s policy is to include penalties and interest expense related to income taxes as a component of tax expense. As of June 30, 2022, there were no accrued interest and penalties related to the unrecognized tax benefits.
Effective for tax years beginning on or after January 1, 2022, pursuant to the Tax Cuts and Jobs Act of 2017, companies are required to capitalize and amortize Internal Revenue Code section 174 research and experimental expenses paid or incurred over five years for research and development performed in the United States and 15 years for research and development performed outside of the United States.
v3.22.2
Net (loss) income per share
6 Months Ended
Jun. 30, 2022
Earnings Per Share [Abstract]  
Net (loss) income per share Net (loss) income per share
The following table presents the calculation of basic and diluted net (loss) income per share (in thousands, except per share data):
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Numerator:
Basic:
Net (loss) income$(2,523,461)$133,786 $(2,705,320)$24,294 
Diluted:
Net (loss) income $(2,523,461)$133,786 $(2,705,320)$24,294 
Interest effect of convertible senior notes, net— 7,201 — — 
Total$(2,523,461)$140,987 $(2,705,320)$24,294 
Denominator:
Basic:
Shares used in computing net (loss) income per share, basic232,117 204,110 230,304 199,083 
Diluted:
Shares used in computing net (loss) income per share, basic232,117 204,110 230,304 199,083 
Dilutive effect of contingently issuable shares— 10,804 — 5,394 
Dilutive effect of convertible senior notes— 38,403 — — 
Dilutive effect of Series A convertible preferred stock— 125 — 125 
Dilutive effect of equity awards— 11,479 — 11,993 
Shares used in computing net (loss) income per share, diluted232,117 264,921 230,304 216,595 
Net (loss) income per share, basic $(10.87)$0.66 $(11.75)$0.12 
Net (loss) income per share, diluted$(10.87)$0.53 $(11.75)$0.11 
The following common stock equivalents have been excluded from diluted net (loss) income per share because their inclusion would be anti-dilutive (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Shares of common stock subject to outstanding options2,922 181 2,947 100 
Shares of common stock subject to outstanding RSUs and PRSUs21,136 984 18,550 122 
Shares of common stock pursuant to ESPP2,248 — 2,648 — 
Shares of common stock subject to convertible senior notes conversion38,403 — 38,403 38,403 
Total shares of common stock equivalents64,709 1,165 62,548 38,625 
v3.22.2
Geographic information
6 Months Ended
Jun. 30, 2022
Segments, Geographical Areas [Abstract]  
Geographic information Geographic information
Revenue by country is determined based on the billing address of the customer and is summarized as follows (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
United States$120,110 $102,499 $228,405 $192,911 
Canada2,721 1,906 5,018 3,449 
Germany2,171 1,712 4,191 4,509 
United Kingdom1,774 1,690 3,921 3,335 
Rest of world9,846 8,505 18,778 15,729 
Total revenue$136,622 $116,312 $260,313 $219,933 
v3.22.2
Subsequent event
6 Months Ended
Jun. 30, 2022
Restructuring and Related Activities [Abstract]  
Subsequent event Subsequent event
On July 18, 2022, the Company announced plans to strategically realign its operations and implement cost reduction programs to prioritize its core genetic testing and genome management platforms, which was approved by the Board of Directors of the Company on July 16, 2022. The Company plans to streamline its product portfolio to focus on its core testing business and programs that drive near-term reductions in cost of revenue, with the goals of accelerating the Company’s path to positive operating cash flow while completing its genome management platform. The realignment plan will result in a reduction in workforce of more than 1,000 employee positions. The Company intends to streamline its international operations by focusing its international operations in fewer than a dozen countries and exiting certain territories and countries where the Company’s business is less developed. The Company currently expects that the realignment plan will be completed by June 30, 2023 and estimates it will incur cash charges ranging between approximately $75 to $100 million for associated severance, professional service fees, and lease and contract exit costs related to the realignment plan, in addition to non-cash charges, which it is currently not able to estimate.
On July 18, 2022 in connection with our strategic realignment, we also announced the appointment of Kenneth D. Knight, who had served as our Chief Operating Officer since 2020, as our Chief Executive Officer. We also announced that Dr. Sean E. George, who co-founded our company and served as our Chief Executive Officer since 2017, would support our company through a transition period as a consultant and will continue to serve on the board of directors until December 31, 2022.
v3.22.2
Summary of significant accounting policies (Policies)
6 Months Ended
Jun. 30, 2022
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, 2021. The results for the three and six months ended June 30, 2022 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.
Prior period reclassifications
Prior period reclassifications
We have reclassified certain amounts in prior periods to conform with the current period presentation.
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, restricted cash, 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 approximates their fair values. Liabilities associated with business combinations are recorded at their estimated fair value.
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 issued accounting pronouncements not yet adopted
In October 2021, the FASB issued ASU 2021-08, Business Combinations ("Topic 805"): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments of this ASU require entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC Topic 606 as if it had originated the contracts. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to all business combinations occurring after the date of adoption. Early adoption is permitted by us at any time. We are currently evaluating the impact this guidance will have on our consolidated financial statements and the timing of adoption.
Recently adopted accounting pronouncements
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for our interim and annual periods beginning January 1, 2022, with early adoption permitted. We elected to adopt the amendments on a modified retrospective basis effective January 1, 2021, which required a cumulative-effect adjustment to retained earnings. The cumulative-effect adjustment resulted in a decrease in accumulated deficit of $17.0 million related to the reversal of the equity component and associated issuance costs as well as adjustment of the related amortization costs of our convertible senior notes due 2024. Reporting periods beginning on or after January 1, 2021 are presented under this new guidance while prior periods have not been adjusted and continue to be reported in accordance with our historic accounting under U.S. GAAP. See further information about our convertible senior notes in Note 8, “Commitments and contingencies.”
v3.22.2
Summary of significant accounting policies (Tables)
6 Months Ended
Jun. 30, 2022
Accounting Policies [Abstract]  
Summary of restrictions on cash and cash equivalents
Cash, cash equivalents and restricted cash reported within the consolidated balance sheets are reconciled to the amounts reported in the consolidated statements of cash flows as follows (in thousands):
June 30, 2022June 30, 2021
Cash and cash equivalents$303,626 $1,107,745 
Restricted cash10,026 10,275 
Total cash, cash equivalents and restricted cash$313,652 $1,118,020 
Restricted cash serves as the security deposits for the Company's leases.
Schedule of cash and cash equivalents
Cash, cash equivalents and restricted cash reported within the consolidated balance sheets are reconciled to the amounts reported in the consolidated statements of cash flows as follows (in thousands):
June 30, 2022June 30, 2021
Cash and cash equivalents$303,626 $1,107,745 
Restricted cash10,026 10,275 
Total cash, cash equivalents and restricted cash$313,652 $1,118,020 
Restricted cash serves as the security deposits for the Company's leases.
v3.22.2
Revenue, accounts receivable and deferred revenue (Tables)
6 Months Ended
Jun. 30, 2022
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregated revenue
Our revenue as disaggregated by payer category and revenue subtype is as follows (in thousands):
Three Months Ended June 30, 2022
 PatientBiopharma partnerOther business-to-businessTotal
 InsuranceDirect
Test revenue:
Centralized$80,966 $10,420 $17,047 $13,641 $122,074 
Decentralized— — 1,393 9,715 11,108 
 Total test revenue80,966 10,420 18,440 23,356 133,182 
Other revenue— — 2,239 1,201 3,440 
Total revenue$80,966 $10,420 $20,679 $24,557 $136,622 
Three Months Ended June 30, 2021
 PatientBiopharma partnerOther business-to-businessTotal
 InsuranceDirect
Test revenue:
Centralized$71,254 $10,523 $8,688 $12,172 $102,637 
Decentralized— — 214 8,645 8,859 
 Total test revenue71,254 10,523 8,902 20,817 111,496 
Other revenue— — 1,768 3,048 4,816 
Total revenue$71,254 $10,523 $10,670 $23,865 $116,312 
Six Months Ended June 30, 2022
 PatientBiopharma partnerOther business-to-businessTotal
 InsuranceDirect
Test revenue:
Centralized$152,870 $22,577 $30,010 $26,306 $231,763 
Decentralized— — 2,736 18,180 20,916 
 Total test revenue152,870 22,577 32,746 44,486 252,679 
Other revenue— — 5,193 2,441 7,634 
Total revenue$152,870 $22,577 $37,939 $46,927 $260,313 
Six Months Ended June 30, 2021
 PatientBiopharma partnerOther business-to-businessTotal
 InsuranceDirect
Test revenue:
Centralized$132,145 $19,472 $19,260 $22,348 $193,225 
Decentralized— — 596 16,951 17,547 
 Total test revenue132,145 19,472 19,856 39,299 210,772 
Other revenue— — 4,830 4,331 9,161 
Total revenue$132,145 $19,472 $24,686 $43,630 $219,933 
Schedule of change in estimate In subsequent periods, we update our estimate of the amounts recognized for previously delivered tests which resulted in the following increases to revenue and decreases to our net (loss) income from operations and basic and diluted net (loss) income per share (in millions, except per share data):
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Revenue$1.2 $4.2 $2.4 $8.5 
(Loss) income from operations$(1.2)$4.2 $(2.4)$8.5 
Net (loss) income per share, basic$(0.01)$0.02 $(0.01)$0.04 
Net (loss) income per share, diluted$(0.01)$0.02 $(0.01)$0.04 
v3.22.2
Goodwill and intangible assets (Tables)
6 Months Ended
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule changes in carrying amounts of goodwill
The changes in the carrying amounts of goodwill were as follows (in thousands):
Balance as of December 31, 2021$2,283,059 
Impairment(2,283,059)
Balance as of June 30, 2022$— 
Schedule of intangible assets, indefinite-lived
The following table presents details of our acquired intangible assets as of June 30, 2022 (in thousands):
June 30, 2022
 
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$41,515 $(15,398)$26,117 10.8
Developed technology1,174,506 (128,243)1,046,263 10.6
Non-compete agreement286 (286)— 0.0
Trade name21,085 (3,086)17,999 12.0
Patent assets and licenses495 (153)342 15.0
Right to develop new technology19,359 (2,259)17,100 15.0
 $1,257,246 $(149,425)$1,107,821 10.7
The following table presents details of our acquired intangible assets as of December 31, 2021 (in thousands):
December 31, 2021
 
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$41,515 $(13,096)$28,419 10.8
Developed technology662,106 (81,902)580,204 10.2
Non-compete agreement286 (286)— 0.0
Trade name21,085 (2,207)18,878 12.0
Patent assets and licenses495 (136)359 15.0
Right to develop new technology19,359 (1,613)17,746 15.0
In-process research and development542,388 — 542,388 n/a
 $1,287,234 $(99,240)$1,187,994 10.4
Schedule of intangible assets, finite-lived
The following table presents details of our acquired intangible assets as of June 30, 2022 (in thousands):
June 30, 2022
 
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$41,515 $(15,398)$26,117 10.8
Developed technology1,174,506 (128,243)1,046,263 10.6
Non-compete agreement286 (286)— 0.0
Trade name21,085 (3,086)17,999 12.0
Patent assets and licenses495 (153)342 15.0
Right to develop new technology19,359 (2,259)17,100 15.0
 $1,257,246 $(149,425)$1,107,821 10.7
The following table presents details of our acquired intangible assets as of December 31, 2021 (in thousands):
December 31, 2021
 
Cost
Accumulated
Amortization
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$41,515 $(13,096)$28,419 10.8
Developed technology662,106 (81,902)580,204 10.2
Non-compete agreement286 (286)— 0.0
Trade name21,085 (2,207)18,878 12.0
Patent assets and licenses495 (136)359 15.0
Right to develop new technology19,359 (1,613)17,746 15.0
In-process research and development542,388 — 542,388 n/a
 $1,287,234 $(99,240)$1,187,994 10.4
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 June 30, 2022 (in thousands):
2022 (remainder of year)$59,381 
2023118,461 
2024118,183 
2025116,429 
2026116,396 
Thereafter578,971 
Total estimated future amortization expense$1,107,821 
v3.22.2
Balance sheet components (Tables)
6 Months Ended
Jun. 30, 2022
Balance Sheet Related Disclosures [Abstract]  
Schedule of inventory Inventory consisted of the following (in thousands):
 June 30, 2022December 31, 2021
Raw materials$41,828 $27,178 
Work in progress6,322 5,342 
Finished goods923 996 
Total inventory$49,073 $33,516 
Schedule of property and equipment
Property and equipment consisted of the following (in thousands):
June 30, 2022December 31, 2021
Leasehold improvements$72,952 $31,159 
Laboratory equipment65,740 61,317 
Computer equipment17,199 15,452 
Furniture and fixtures2,259 2,130 
Construction-in-progress32,323 52,039 
Other2,311 925 
Total property and equipment, gross192,784 163,022 
Accumulated depreciation and amortization(59,849)(48,308)
Total property and equipment, net$132,935 $114,714 
Schedule of accrued liabilities
Accrued liabilities consisted of the following (in thousands):
 June 30, 2022December 31, 2021
Accrued compensation and related expenses$31,153 $35,877 
Accrued expenses22,098 32,136 
Compensation and other liabilities associated with business combinations16,182 11,622 
Deferred revenue5,168 9,431 
Accrued interest6,646 6,646 
Other accrued liabilities12,525 10,741 
Total accrued liabilities$93,772 $106,453 
Schedule of other long-term liabilities Other long-term liabilities consisted of the following (in thousands):
 June 30, 2022December 31, 2021
Compensation and other liabilities associated with business combinations, non-current6,660 27,919 
Deferred revenue, non-current2,648 663 
Other10,613 9,215 
Total other long-term liabilities$19,921 $37,797 
v3.22.2
Fair value measurements (Tables)
6 Months Ended
Jun. 30, 2022
Fair Value Disclosures [Abstract]  
Financial instruments at fair value on a recurring basis
The following tables set forth the fair value of our consolidated financial instruments that were measured at fair value on a recurring basis (in thousands):
 June 30, 2022
 
Amortized
Cost
Gross Unrealized GainsGross Unrealized Losses
Estimated
Fair Value
   
 Level 1Level 2Level 3
Financial assets:       
Money market funds$272,325 $— $— $272,325 $272,325 $— $— 
U.S. Treasury notes415,079 — (1,315)413,764 413,764 — — 
U.S. government agency securities9,392 — (19)9,373 — 9,373 — 
Total financial assets$696,796 $— $(1,334)$695,462 $686,089 $9,373 $— 
Financial liabilities:
Stock payable liability$2,782 $— $— $2,782 
Total financial liabilities$2,782 $— $— $2,782 
 June 30, 2022
Reported as: 
Cash equivalents$262,299 
Restricted cash10,026 
Marketable securities423,137 
Total cash equivalents, restricted cash, and marketable securities$695,462 
Other long-term liabilities$2,782 
 December 31, 2021
 
Amortized
Cost
Gross Unrealized GainsGross Unrealized Losses
Estimated
Fair Value
   
 Level 1Level 2Level 3
Financial assets:       
Money market funds$913,990 $— $— $913,990 $913,990 $— $— 
U.S. Treasury notes111,187 — (6)111,181 111,181 — — 
U.S. government agency securities10,941 — (1)10,940 — 10,940 — 
Total financial assets$1,036,118 $— $(7)$1,036,111 $1,025,171 $10,940 $— 
Financial liabilities:
Stock payable liability$20,925 $— $— $20,925 
Contingent consideration1,875 — — 1,875 
Total financial liabilities$22,800 $— $— $22,800 
 December 31, 2021
Reported as: 
Cash equivalents$903,715 
Restricted cash10,275 
Marketable securities122,121 
Total cash equivalents, restricted cash, and marketable securities$1,036,111 
Other long-term liabilities$22,800 
v3.22.2
Commitments and contingencies (Tables)
6 Months Ended
Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]  
Components of debt Our 2024 Notes and 2028 Notes (collectively, our "Convertible Senior Notes") consisted of the following (in thousands):
June 30, 2022December 31, 2021
Outstanding principal$1,499,996 $1,499,996 
Unamortized debt discount and issuance costs(32,553)(35,858)
Net carrying amount, liability component$1,467,443 $1,464,138 
v3.22.2
Stockholders' equity (Tables)
6 Months Ended
Jun. 30, 2022
Equity [Abstract]  
Schedule of convertible preferred and common stock
Shares of convertible preferred and common stock were as follows (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Convertible preferred stock:
Shares outstanding, beginning and end of period— 125 — 125 
Common stock:
Shares outstanding, beginning of period228,824 197,514 228,116 185,886 
Common stock issued in connection with public offering— — — 8,932 
Common stock issued on exercise of stock options, net46 178 133 579 
Common stock issued pursuant to vesting of RSUs4,132 2,671 4,753 3,383 
Common stock issued pursuant to exercises of warrants— — — 208 
Common stock issued pursuant to employee stock purchase plan1,535 271 1,535 271 
Common stock issued pursuant to acquisitions230 2,384 230 3,759 
Shares outstanding, end of period234,767 203,018 234,767 203,018 
v3.22.2
Stock incentive plans (Tables)
6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Schedule of activity under the plans
Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share data 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, 202110,242 3,034 $11.98 5.5$16,431 
Additional shares reserved9,125 — 
Options granted(86)86 5.22 
Options cancelled106 (106)4.42 
Options exercised— (133)4.50 
RSUs and PRSUs granted(10,958)— 
RSUs and PRSUs cancelled1,183 — 
Balances at June 30, 20229,612 2,881 $12.40 5.2$54 
Options exercisable at June 30, 20222,531 $10.99 4.7$54 
Options vested and expected to vest at June 30, 20222,867 $12.38 5.1$54 
Summary of RSU activity
The following table summarizes RSU, including PRSU, activity (in thousands, except per share data):
 Number of SharesWeighted- Average Grant Date Fair Value Per Share
Balance at December 31, 202116,247 $26.21 
RSUs granted10,958 $5.74 
RSUs vested(4,756)$17.17 
RSUs cancelled(1,183)$22.24 
Balance at June 30, 202221,266 $17.90 
Summary of stock based compensation expense
The following table summarizes stock-based compensation expense included in the consolidated statements of operations (in thousands): 
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Cost of revenue$2,634 $5,474 $4,499 $7,659 
Research and development38,366 30,803 70,360 46,338 
Selling and marketing4,964 6,909 7,873 10,339 
General and administrative11,115 4,376 21,169 42,001 
Total stock-based compensation expense$57,079 $47,562 $103,901 $106,337 
v3.22.2
Net (loss) income per share (Tables)
6 Months Ended
Jun. 30, 2022
Earnings Per Share [Abstract]  
Schedule of earnings per share, basic and diluted
The following table presents the calculation of basic and diluted net (loss) income per share (in thousands, except per share data):
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Numerator:
Basic:
Net (loss) income$(2,523,461)$133,786 $(2,705,320)$24,294 
Diluted:
Net (loss) income $(2,523,461)$133,786 $(2,705,320)$24,294 
Interest effect of convertible senior notes, net— 7,201 — — 
Total$(2,523,461)$140,987 $(2,705,320)$24,294 
Denominator:
Basic:
Shares used in computing net (loss) income per share, basic232,117 204,110 230,304 199,083 
Diluted:
Shares used in computing net (loss) income per share, basic232,117 204,110 230,304 199,083 
Dilutive effect of contingently issuable shares— 10,804 — 5,394 
Dilutive effect of convertible senior notes— 38,403 — — 
Dilutive effect of Series A convertible preferred stock— 125 — 125 
Dilutive effect of equity awards— 11,479 — 11,993 
Shares used in computing net (loss) income per share, diluted232,117 264,921 230,304 216,595 
Net (loss) income per share, basic $(10.87)$0.66 $(11.75)$0.12 
Net (loss) income per share, diluted$(10.87)$0.53 $(11.75)$0.11 
Schedule of antidilutive securities excluded from computation of earnings per share
The following common stock equivalents have been excluded from diluted net (loss) income per share because their inclusion would be anti-dilutive (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Shares of common stock subject to outstanding options2,922 181 2,947 100 
Shares of common stock subject to outstanding RSUs and PRSUs21,136 984 18,550 122 
Shares of common stock pursuant to ESPP2,248 — 2,648 — 
Shares of common stock subject to convertible senior notes conversion38,403 — 38,403 38,403 
Total shares of common stock equivalents64,709 1,165 62,548 38,625 
v3.22.2
Geographic information (Tables)
6 Months Ended
Jun. 30, 2022
Segments, Geographical Areas [Abstract]  
Schedule of revenue by country
Revenue by country is determined based on the billing address of the customer and is summarized as follows (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
United States$120,110 $102,499 $228,405 $192,911 
Canada2,721 1,906 5,018 3,449 
Germany2,171 1,712 4,191 4,509 
United Kingdom1,774 1,690 3,921 3,335 
Rest of world9,846 8,505 18,778 15,729 
Total revenue$136,622 $116,312 $260,313 $219,933 
v3.22.2
Organization and description of business (Details)
6 Months Ended
Jun. 30, 2022
Segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of operating segments 1
v3.22.2
Summary of significant accounting policies - Reconciliation of cash, cash equivalents and restricted cash (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Jun. 30, 2021
Dec. 31, 2020
Accounting Policies [Abstract]        
Cash and cash equivalents $ 303,626 $ 923,250 $ 1,107,745  
Restricted cash 10,026 10,275 10,275  
Total cash, cash equivalents and restricted cash $ 313,652 $ 933,525 $ 1,118,020 $ 131,480
v3.22.2
Summary of significant accounting policies - Additional information (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Jun. 30, 2021
Mar. 31, 2021
Jan. 01, 2021
Dec. 31, 2020
Business Acquisition [Line Items]              
Increase (decrease) in stockholders' equity $ 385,905   $ 2,978,398 $ 2,653,985      
Accumulated deficit:              
Business Acquisition [Line Items]              
Increase (decrease) in stockholders' equity $ (4,428,168) $ (1,904,707) $ (1,722,848) $ (1,319,548) $ (1,453,334)   $ (1,360,847)
Accumulated deficit: | Cumulative effect of accounting change              
Business Acquisition [Line Items]              
Increase (decrease) in stockholders' equity           $ 17,000 $ 17,005
v3.22.2
Revenue, accounts receivable and deferred revenue - Schedule of disaggregated revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Disaggregation of Revenue [Line Items]        
Total revenue $ 136,622 $ 116,312 $ 260,313 $ 219,933
Patient Insurance        
Disaggregation of Revenue [Line Items]        
Total revenue 80,966 71,254 152,870 132,145
Patient Direct        
Disaggregation of Revenue [Line Items]        
Total revenue 10,420 10,523 22,577 19,472
Biopharma partner        
Disaggregation of Revenue [Line Items]        
Total revenue 20,679 10,670 37,939 24,686
Other business-to-business        
Disaggregation of Revenue [Line Items]        
Total revenue 24,557 23,865 46,927 43,630
Test revenue        
Disaggregation of Revenue [Line Items]        
Total revenue 133,182 111,496 252,679 210,772
Test revenue | Patient Insurance        
Disaggregation of Revenue [Line Items]        
Total revenue 80,966 71,254 152,870 132,145
Test revenue | Patient Direct        
Disaggregation of Revenue [Line Items]        
Total revenue 10,420 10,523 22,577 19,472
Test revenue | Biopharma partner        
Disaggregation of Revenue [Line Items]        
Total revenue 18,440 8,902 32,746 19,856
Test revenue | Other business-to-business        
Disaggregation of Revenue [Line Items]        
Total revenue 23,356 20,817 44,486 39,299
Centralized        
Disaggregation of Revenue [Line Items]        
Total revenue 122,074 102,637 231,763 193,225
Centralized | Patient Insurance        
Disaggregation of Revenue [Line Items]        
Total revenue 80,966 71,254 152,870 132,145
Centralized | Patient Direct        
Disaggregation of Revenue [Line Items]        
Total revenue 10,420 10,523 22,577 19,472
Centralized | Biopharma partner        
Disaggregation of Revenue [Line Items]        
Total revenue 17,047 8,688 30,010 19,260
Centralized | Other business-to-business        
Disaggregation of Revenue [Line Items]        
Total revenue 13,641 12,172 26,306 22,348
Decentralized        
Disaggregation of Revenue [Line Items]        
Total revenue 11,108 8,859 20,916 17,547
Decentralized | Patient Insurance        
Disaggregation of Revenue [Line Items]        
Total revenue 0 0 0 0
Decentralized | Patient Direct        
Disaggregation of Revenue [Line Items]        
Total revenue 0 0 0 0
Decentralized | Biopharma partner        
Disaggregation of Revenue [Line Items]        
Total revenue 1,393 214 2,736 596
Decentralized | Other business-to-business        
Disaggregation of Revenue [Line Items]        
Total revenue 9,715 8,645 18,180 16,951
Other revenue        
Disaggregation of Revenue [Line Items]        
Total revenue 3,440 4,816 7,634 9,161
Other revenue | Patient Insurance        
Disaggregation of Revenue [Line Items]        
Total revenue 0 0 0 0
Other revenue | Patient Direct        
Disaggregation of Revenue [Line Items]        
Total revenue 0 0 0 0
Other revenue | Biopharma partner        
Disaggregation of Revenue [Line Items]        
Total revenue 2,239 1,768 5,193 4,830
Other revenue | Other business-to-business        
Disaggregation of Revenue [Line Items]        
Total revenue $ 1,201 $ 3,048 $ 2,441 $ 4,331
v3.22.2
Revenue, accounts receivable and deferred revenue - Schedule of change in estimate (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Total revenue $ 136,622 $ 116,312 $ 260,313 $ 219,933
(Loss) income from operations 2,520,331 (128,609) 2,733,564 (16,245)
Change in estimate of revenue recognition        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Total revenue 1,200 4,200 2,400 8,500
(Loss) income from operations $ (1,200) $ 4,200 $ (2,400) $ 8,500
Net loss per share, basic (in dollars per share) $ (0.01) $ 0.02 $ (0.01) $ 0.04
Net loss per share, diluted (in dollars per share) $ (0.01) $ 0.02 $ (0.01) $ 0.04
v3.22.2
Revenue, accounts receivable and deferred revenue - Additional information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2022
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]      
Contract receivable $ 7,700 $ 7,700 $ 4,300
Deferred revenue, revenue recognized 2,900 2,500  
Deferred revenue 5,168 5,168 9,431
Deferred revenue, non-current $ 2,648 $ 2,648 $ 663
Performance obligation timing   one to six months  
v3.22.2
Business combinations - ArcherDX (Details) - USD ($)
$ in Thousands, shares in Millions
1 Months Ended 3 Months Ended 6 Months Ended
Jul. 31, 2021
Nov. 30, 2020
Oct. 31, 2020
Jun. 30, 2022
Jun. 30, 2021
Mar. 31, 2021
Jun. 30, 2022
Jun. 30, 2021
Dec. 31, 2020
Business Acquisition [Line Items]                  
Change in fair value of contingent consideration       $ 2,004 $ 303,349   $ 1,850 $ 366,970  
Total stock-based compensation expense       $ 57,079 47,562   103,901 106,337  
ArcherDX                  
Business Acquisition [Line Items]                  
Business acquisition common stock issued (in shares)     30.0            
Payments to acquire businesses, gross     $ 325,000            
Reduction in purchase price           $ 1,200      
Reduction in goodwill           1,200      
Change in fair value of contingent consideration         (38,500) 1,200      
Total stock-based compensation expense         1,200   $ 0 41,800  
Share-based compensation expense, incremental cost         2,600     33,000  
ArcherDX Milestone | ArcherDX                  
Business Acquisition [Line Items]                  
Business acquisition common stock issued (in shares) 13.8 5.0 27.0            
Payments to acquire businesses, gross $ 3,300 $ 1,900              
ArcherDX Milestone, one through four | ArcherDX                  
Business Acquisition [Line Items]                  
Change in fair value of contingent consideration         (28,300)        
ArcherDX Final Milestone | ArcherDX                  
Business Acquisition [Line Items]                  
Contingent consideration         0 $ 262,500   0 $ 287,700
Total stock-based compensation expense         $ (29,700)     $ (29,700)  
v3.22.2
Business combinations - One Codex (Details) - One Codex
shares in Millions, $ in Millions
1 Months Ended
Feb. 28, 2021
USD ($)
shares
Business Acquisition [Line Items]  
Percentage of diluted interest acquired 100.00%
Payments to acquire businesses, gross | $ $ 17.3
Business acquisition common stock issued (in shares) 1.4
Indemnification obligations  
Business Acquisition [Line Items]  
Business acquisition common stock issued (in shares) 0.2
v3.22.2
Business combinations - Genosity (Details) - USD ($)
$ in Thousands, shares in Millions
1 Months Ended 3 Months Ended 6 Months Ended
Apr. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Business Acquisition [Line Items]          
Total stock-based compensation expense   $ 57,079 $ 47,562 $ 103,901 $ 106,337
Change in fair value of contingent consideration   2,004 303,349 1,850 366,970
Genosity          
Business Acquisition [Line Items]          
Percentage of diluted interest acquired 100.00%        
Business combination, total purchase consideration $ 196,000        
Payments to acquire businesses, gross $ 120,000        
Business acquisition common stock issued (in shares) 1.9        
Total stock-based compensation expense   $ 500 200 $ 900 200
Contingent consideration $ 7,000   $ 3,200   3,200
Change in fair value of contingent consideration         $ 3,800
Genosity | RSU          
Business Acquisition [Line Items]          
Business acquisition, value of units granted $ 5,000        
v3.22.2
Business combinations - Ciitizen (Details) - USD ($)
$ in Thousands, shares in Millions
1 Months Ended 3 Months Ended 6 Months Ended
Sep. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Business Acquisition [Line Items]          
Change in fair value of contingent consideration   $ (2,004) $ (303,349) $ (1,850) $ (366,970)
Total stock-based compensation expense   57,079 $ 47,562 103,901 $ 106,337
Ciitizen          
Business Acquisition [Line Items]          
Percentage of diluted interest acquired 100.00%        
Business combination, total purchase consideration $ 308,300        
Payments to acquire businesses, gross $ 87,400        
Business acquisition common stock issued (in shares) 6.3        
Contingent consideration   1,900   1,900  
Change in fair value of contingent consideration       (4,400)  
Total stock-based compensation expense   $ 25,100   $ 50,000  
Ciitizen | Indemnification obligations          
Business Acquisition [Line Items]          
Payments to acquire businesses, gross $ 10,400        
Business acquisition common stock issued (in shares) 0.8        
Ciitizen | RSU          
Business Acquisition [Line Items]          
Business acquisition, value of units granted $ 246,900        
v3.22.2
Goodwill and intangible assets - Summary of goodwill (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2022
Goodwill [Roll Forward]    
Beginning balance   $ 2,283,059
Impairment $ (2,300,000) (2,283,059)
Ending balance $ 0 $ 0
v3.22.2
Goodwill and intangible assets - Schedule of intangible assets (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Accumulated Amortization $ (149,425) $ (99,240)
Total estimated future amortization expense $ 1,107,821  
Weighted-Average Useful Life (in Years) 10 years 8 months 12 days 10 years 4 months 24 days
Cost $ 1,257,246 $ 1,287,234
Net 1,107,821 1,187,994
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Cost 41,515 41,515
Accumulated Amortization (15,398) (13,096)
Total estimated future amortization expense $ 26,117 $ 28,419
Weighted-Average Useful Life (in Years) 10 years 9 months 18 days 10 years 9 months 18 days
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Cost $ 1,174,506 $ 662,106
Accumulated Amortization (128,243) (81,902)
Total estimated future amortization expense $ 1,046,263 $ 580,204
Weighted-Average Useful Life (in Years) 10 years 7 months 6 days 10 years 2 months 12 days
Non-compete agreement    
Finite-Lived Intangible Assets [Line Items]    
Cost $ 286 $ 286
Accumulated Amortization (286) (286)
Total estimated future amortization expense $ 0 $ 0
Weighted-Average Useful Life (in Years) 0 years 0 years
Trade name    
Finite-Lived Intangible Assets [Line Items]    
Cost $ 21,085 $ 21,085
Accumulated Amortization (3,086) (2,207)
Total estimated future amortization expense $ 17,999 $ 18,878
Weighted-Average Useful Life (in Years) 12 years 12 years
Patent assets and licenses    
Finite-Lived Intangible Assets [Line Items]    
Cost $ 495 $ 495
Accumulated Amortization (153) (136)
Total estimated future amortization expense $ 342 $ 359
Weighted-Average Useful Life (in Years) 15 years 15 years
Right to develop new technology    
Finite-Lived Intangible Assets [Line Items]    
Cost $ 19,359 $ 19,359
Accumulated Amortization (2,259) (1,613)
Total estimated future amortization expense $ 17,100 $ 17,746
Weighted-Average Useful Life (in Years) 15 years 15 years
In-process research and development    
Finite-Lived Intangible Assets [Line Items]    
In-process research and development   $ 542,388
v3.22.2
Goodwill and intangible assets - Additional information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense $ 30.0 $ 13.5 $ 50.2 $ 25.6
Reclassification from indefinite lived to finite lived     $ 512.4  
v3.22.2
Goodwill and intangible assets - Summary of estimated future amortization expense of intangible assets with finite lives (Details)
$ in Thousands
Jun. 30, 2022
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2022 (remainder of year) $ 59,381
2023 118,461
2024 118,183
2025 116,429
2026 116,396
Thereafter 578,971
Total estimated future amortization expense $ 1,107,821
v3.22.2
Goodwill and intangible assets - Stratify Genomics Inc Narrative (Details)
$ in Thousands, shares in Millions
1 Months Ended
Dec. 31, 2021
USD ($)
shares
Stratify Genomics Inc  
Finite-Lived Intangible Assets [Line Items]  
Percentage of diluted interest acquired 100.00%
Business combination, total purchase consideration $ 29,000
Business combination, liabilities incurred 4,200
Business combination, recognized identifiable assets acquired and liabilities assumed, cash and equivalents $ 200
Stratify Genomics Inc  
Finite-Lived Intangible Assets [Line Items]  
Asset acquisition, equity interest issued or issuable, number of shares | shares 1.0
Payments to acquire productive assets $ 8,000
Asset acquisition, recognized identifiable assets acquired and liabilities assumed, deferred tax liabilities 8,700
Developed technology | Stratify Genomics Inc  
Finite-Lived Intangible Assets [Line Items]  
Intangible assets acquired $ 37,500
Estimated useful life 8 years
v3.22.2
Goodwill and intangible assets - Medneon Narrative (Details)
$ in Thousands, shares in Millions
1 Months Ended
Jul. 31, 2021
USD ($)
shares
Medneon  
Finite-Lived Intangible Assets [Line Items]  
Percentage of diluted interest acquired 100.00%
Business combination, total purchase consideration $ 34,100
Business combination, liabilities incurred 4,900
Business combination, recognized identifiable assets acquired and liabilities assumed, cash and equivalents $ 200
Medneon  
Finite-Lived Intangible Assets [Line Items]  
Asset acquisition, equity interest issued or issuable, number of shares | shares 0.4
Payments to acquire productive assets $ 12,900
Developed technology | Medneon  
Finite-Lived Intangible Assets [Line Items]  
Intangible assets acquired $ 33,900
Estimated useful life 8 years
v3.22.2
Goodwill and intangible assets - Impairment Assessment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
Impairment $ 2,300,000 $ 2,283,059
Intangible asset impairment 30,000 30,000
Tangible asset impairment $ 4,800 $ 4,800
v3.22.2
Balance sheet components - Schedule of inventory (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Offsetting [Abstract]    
Raw materials $ 41,828 $ 27,178
Work in progress 6,322 5,342
Finished goods 923 996
Total inventory $ 49,073 $ 33,516
v3.22.2
Balance sheet components - Schedule of property and equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Property and equipment    
Total property and equipment, gross $ 192,784 $ 163,022
Accumulated depreciation and amortization (59,849) (48,308)
Total property and equipment, net 132,935 114,714
Leasehold improvements    
Property and equipment    
Total property and equipment, gross 72,952 31,159
Laboratory equipment    
Property and equipment    
Total property and equipment, gross 65,740 61,317
Computer equipment    
Property and equipment    
Total property and equipment, gross 17,199 15,452
Furniture and fixtures    
Property and equipment    
Total property and equipment, gross 2,259 2,130
Construction-in-progress    
Property and equipment    
Total property and equipment, gross 32,323 52,039
Other    
Property and equipment    
Total property and equipment, gross $ 2,311 $ 925
v3.22.2
Balance sheet components - Additional information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Balance Sheet Related Disclosures [Abstract]        
Depreciation $ 5,800 $ 4,300 $ 11,400 $ 8,100
v3.22.2
Balance sheet components - Schedule of accrued liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]    
Accrued compensation and related expenses $ 31,153 $ 35,877
Accrued expenses 22,098 32,136
Compensation and other liabilities associated with business combinations 16,182 11,622
Deferred revenue 5,168 9,431
Accrued interest 6,646 6,646
Other accrued liabilities 12,525 10,741
Total accrued liabilities $ 93,772 $ 106,453
v3.22.2
Balance sheet components - Other long-term liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]    
Compensation and other liabilities associated with business combinations, non-current $ 6,660 $ 27,919
Deferred revenue, non-current 2,648 663
Other 10,613 9,215
Total other long-term liabilities $ 19,921 $ 37,797
v3.22.2
Fair value measurements - Financial instruments at fair value on a recurring basis (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Jun. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized Cost $ 696,796 $ 1,036,118  
Unrealized Gains 0 0  
Unrealized Losses (1,334) (7)  
Financial assets: 695,462 1,036,111  
Cash equivalents 262,299 903,715  
Restricted cash 10,026 10,275 $ 10,275
Marketable securities 423,137 122,121  
Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial assets 695,462 1,036,111  
Total financial liabilities 2,782 22,800  
Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial assets 686,089 1,025,171  
Total financial liabilities 0 0  
Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial assets 9,373 10,940  
Total financial liabilities 0 0  
Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial assets 0 0  
Total financial liabilities 2,782 22,800  
Money market funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized Cost 272,325 913,990  
Unrealized Gains 0 0  
Unrealized Losses 0 0  
Money market funds | Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 272,325 913,990  
Money market funds | Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 272,325 913,990  
Money market funds | Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
Money market funds | Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
U.S. Treasury notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized Cost 415,079 111,187  
Unrealized Gains 0 0  
Unrealized Losses (1,315) (6)  
U.S. Treasury notes | Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 413,764 111,181  
U.S. Treasury notes | Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 413,764 111,181  
U.S. Treasury notes | Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
U.S. Treasury notes | Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
U.S. government agency securities      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized Cost 9,392 10,941  
Unrealized Gains 0 0  
Unrealized Losses (19) (1)  
U.S. government agency securities | Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 9,373 10,940  
U.S. government agency securities | Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
U.S. government agency securities | Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 9,373 10,940  
U.S. government agency securities | Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
Stock payable liability | Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities 2,782 20,925  
Stock payable liability | Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities 0 0  
Stock payable liability | Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities 0 0  
Stock payable liability | Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities 2,782 20,925  
Contingent consideration | Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities   1,875  
Contingent consideration | Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities   0  
Contingent consideration | Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities   0  
Contingent consideration | Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities   1,875  
Other long-term liabilities      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities $ 2,782 $ 22,800  
v3.22.2
Fair value measurements - Additional information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Transfers of assets and liabilities between Level 1, Level 2 and Level 3 $ 0   $ 0   $ 0
Fair value of investments with unrealized losses     423,100,000    
Change in fair value, income (expense) $ 6,200,000 $ 2,400,000 $ 16,200,000 $ 5,800,000  
Minimum          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Remaining contractual maturities     1 month    
Maximum          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Remaining contractual maturities     6 months    
v3.22.2
Commitments and contingencies - Leases (Details)
Jun. 30, 2022
Operating Leased Assets [Line Items]  
Finance lease, term of contract 3 years
Minimum  
Operating Leased Assets [Line Items]  
Remaining lease term 1 year
Maximum  
Operating Leased Assets [Line Items]  
Remaining lease term 13 years
v3.22.2
Commitments and contingencies - Debt financing (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Oct. 31, 2020
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Dec. 31, 2021
Sep. 30, 2019
Convertible debt              
Long-term Purchase Commitment [Line Items]              
Debt discounts and issuance costs   $ 32,553,000   $ 32,553,000   $ 35,858,000  
Interest expense   7,700,000 $ 7,200,000 15,400,000 $ 9,400,000    
2020 Term Loan | Secured Debt              
Long-term Purchase Commitment [Line Items]              
Aggregate principal amount $ 135,000,000            
Days prior to convertible debt extended maturity date 90 days            
Debt discounts and issuance costs $ 32,800,000            
Interest expense   $ 5,900,000 $ 5,900,000 $ 11,800,000 $ 11,800,000    
2020 Term Loan | Secured Debt | Maximum              
Long-term Purchase Commitment [Line Items]              
Prepayment fee 6.00%            
2020 Term Loan | Secured Debt | Minimum              
Long-term Purchase Commitment [Line Items]              
Prepayment fee 4.00%            
2020 Term Loan | Secured Debt | LIBOR              
Long-term Purchase Commitment [Line Items]              
Floor rate 2.00%            
Basis spread on variable rate 8.75%            
2024 Notes | Convertible debt              
Long-term Purchase Commitment [Line Items]              
Aggregate principal amount             $ 350,000,000
Percent of debt extended 80.00%            
v3.22.2
Commitments and contingencies - Convertible senior notes (Details)
1 Months Ended 3 Months Ended 6 Months Ended
Apr. 30, 2021
USD ($)
tradingDay
$ / shares
Sep. 30, 2019
USD ($)
tradingDay
$ / shares
Jun. 30, 2022
USD ($)
Jun. 30, 2021
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2021
USD ($)
Convertible debt            
Debt Instrument [Line Items]            
Interest expense | $     $ 7,700,000 $ 7,200,000 $ 15,400,000 $ 9,400,000
Amortization of debt issuance costs | $     1,700,000 $ 1,500,000 3,300,000 $ 2,000,000
2024 Notes | Convertible debt            
Debt Instrument [Line Items]            
Aggregate principal amount | $   $ 350,000,000        
Stated interest rate   2.00%        
Conversion ratio   0.0336293        
Conversion price (in dollars per share) | $ / shares   $ 29.74        
Redemption price percentage   100.00%        
Number of threshold trading days | tradingDay   20        
Number of consecutive trading days | tradingDay   30        
Threshold percentage of stock price trigger   130.00%        
Threshold trading days immediately after five consecutive trading days | tradingDay   5        
Maximum threshold percentage of stock price trigger   98.00%        
Threshold trading days | tradingDay   30        
2028 Notes | Convertible debt            
Debt Instrument [Line Items]            
Aggregate principal amount | $ $ 1,150,000,000          
Stated interest rate 1.50%          
Conversion ratio 0.0231589          
Conversion price (in dollars per share) | $ / shares $ 43.18          
Redemption price percentage 100.00%          
Number of threshold trading days | tradingDay 20          
Number of consecutive trading days | tradingDay 30          
Threshold percentage of stock price trigger 150.00%          
Percent of par value 99.00%          
Level 2 | 2024 Notes            
Debt Instrument [Line Items]            
Fair value | $     277,400,000   277,400,000  
Level 2 | 2028 Notes            
Debt Instrument [Line Items]            
Fair value | $     $ 514,100,000   $ 514,100,000  
v3.22.2
Commitments and contingencies - Components of debt (Details) - Convertible debt
$ in Thousands
1 Months Ended
Sep. 30, 2019
Jun. 30, 2022
USD ($)
Dec. 31, 2021
USD ($)
Debt Instrument [Line Items]      
Outstanding principal   $ 1,499,996 $ 1,499,996
Unamortized debt discount and issuance costs   (32,553) (35,858)
Net carrying amount, liability component   $ 1,467,443 $ 1,464,138
2024 Notes      
Debt Instrument [Line Items]      
Conversion ratio 0.0336293    
v3.22.2
Commitments and contingencies - Other commitments and contingencies (Details) - USD ($)
$ in Millions
Aug. 27, 2021
Jun. 30, 2022
Positive outcome of litigation    
Debt Instrument [Line Items]    
Damages $ 4.7  
Service agreements and laboratory supplies    
Debt Instrument [Line Items]    
Noncancelable unconditional purchase commitments   $ 59.3
v3.22.2
Stockholders' equity - Schedule of convertible preferred and common stock (Details) - shares
shares in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Convertible preferred stock:        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Shares outstanding, beginning of period 0 125 0 125
Shares outstanding, end of period 0 125 0 125
Common stock:        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Shares outstanding, beginning of period 228,824 197,514 228,116 185,886
Common stock issued in connection with public offering (in shares) 0 0 0 8,932
Common stock issued on exercise of stock options, net (in shares) 46 178 133 579
Common stock issued pursuant to vesting of RSUs (in shares) 4,132 2,671 4,753 3,383
Common stock issued pursuant to exercises of warrants (in shares) 0 0 0 208
Common stock issued pursuant to employee stock purchase plan (in shares) 1,535 271 1,535 271
Common stock issued pursuant to business combinations (in shares) 230 2,384 230 3,759
Shares outstanding, end of period 234,767 203,018 234,767 203,018
v3.22.2
Stockholders' equity - Additional information (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 6 Months Ended 12 Months Ended
May 30, 2021
USD ($)
Jan. 31, 2021
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
$ / shares
shares
Jun. 30, 2021
USD ($)
Dec. 31, 2021
shares
Mar. 31, 2022
shares
Aug. 31, 2017
$ / shares
Class of Stock [Line Items]              
Common stock, shares authorized (shares)     600,000,000     400,000,000  
Common stock, par value (dollars per share) | $ / shares     $ 0.0001        
Proceeds from issuance of common stock | $     $ 6,234 $ 11,717      
Series A convertible preferred stock              
Class of Stock [Line Items]              
Preferred stock, conversion ratio             1
Preferred stock, par value (in dollars per share) | $ / shares             $ 0.0001
Liquidation preference per share (in dollars per share) | $ / shares             $ 0.001
Preferred stock, outstanding (in shares)     0        
Underwritten public offering              
Class of Stock [Line Items]              
Proceeds from issuance of common stock | $   $ 460,000          
Net proceeds from issuance of common stock | $   $ 434,300          
Convertible preferred stock: | Series A convertible preferred stock              
Class of Stock [Line Items]              
Conversion of stock, shares converted (in shares)         124,913    
Common stock              
Class of Stock [Line Items]              
Conversion of stock, shares issued (in shares)         124,913    
Common stock | Underwritten public offering              
Class of Stock [Line Items]              
Number of shares sold in underwritten public offering   8,900,000          
Shares issued price per share (in dollars per share) | $ / shares   $ 51.50          
2018 Sales Agreement | Cowen and Company, LLC              
Class of Stock [Line Items]              
Percentage of commission payable on gross proceeds 3.00%            
2018 Sales Agreement | Maximum | Cowen and Company, LLC              
Class of Stock [Line Items]              
Proceeds from issuance of common stock | $ $ 400,000            
v3.22.2
Stock incentive plans - Additional information (Details) - shares
shares in Millions
1 Months Ended 6 Months Ended
Dec. 31, 2020
Oct. 31, 2020
Jun. 30, 2022
RSU      
Stock incentive plan      
Vesting period     3 years
Stock incentive plans      
Stock incentive plan      
Vesting period     4 years
Stock incentive plans | RSU      
Stock incentive plan      
Vesting period     2 years
Stock incentive plans | PRSU      
Stock incentive plan      
Vesting period     2 years
Stock incentive plans | Stock options      
Stock incentive plan      
Vesting rate upon anniversaries     25.00%
Monthly vesting rate thereafter     2.08%
Stock incentive plans | First anniversary | RSU      
Stock incentive plan      
Vesting rate upon anniversaries     33.33%
Stock incentive plans | Second anniversary | RSU      
Stock incentive plan      
Vesting rate upon anniversaries     33.33%
Stock incentive plans | Third anniversary | RSU      
Stock incentive plan      
Vesting rate upon anniversaries     33.33%
Minimum | 2010 Plan      
Stock incentive plan      
Employees holding voting rights of all classes of stock     10.00%
Exercise price of options on common stock     110.00%
Maximum | 2010 Plan      
Stock incentive plan      
Term of options granted     10 years
ArcherDX | Stock incentive plans | RSU      
Stock incentive plan      
Vesting period 2 years    
ArcherDX | Stock incentive plans | Stock options      
Stock incentive plan      
Number of options issued and vested (in shares)   3.7  
Singular Bio | Stock incentive plans | PRSU      
Stock incentive plan      
Vesting period     18 months
v3.22.2
Stock incentive plans - Schedule of activity under the plans (Details) - Stock incentive plans - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
6 Months Ended 9 Months Ended
Jun. 30, 2022
Sep. 30, 2021
Dec. 31, 2021
Stock options      
Activity under the plan      
Shares available for grant, beginning balance (in shares) 10,242    
Stock options outstanding, beginning balance (in shares) 3,034    
Additional shares reserved (in shares) 9,125    
Options granted (in shares) (86)    
Options cancelled (in shares) (106)    
Options exercised (in shares) (133)    
Shares available for grant, ending balance (in shares) 9,612    
Stock options outstanding, ending balance (in shares) 2,881    
Weighted-Average Exercise Price      
Balance at the beginning of the period (in dollars per share) $ 11.98    
Options granted (in dollars per share) 5.22    
Options cancelled (in dollars per share) 4.42    
Options exercised (in dollars per share) 4.50    
Balance at the end of the period (in dollars per share) $ 12.40    
Additional information      
Weighted-average remaining contractual life 5 years 2 months 12 days 5 years 6 months  
Aggregate Intrinsic Value $ 54   $ 16,431
Exercisable, number of shares 2,531    
Exercisable, weighted-average exercise price (in dollars per share) $ 10.99    
Exercisable, weighted-average remaining contractual life 4 years 8 months 12 days    
Exercisable, aggregate intrinsic value $ 54    
Vested and expected to vest      
Number of shares 2,867    
Weighted-average exercise price (in dollars per share) $ 12.38    
Weighted-average remaining contractual life 5 years 1 month 6 days    
Aggregate intrinsic value $ 54    
RSUs and PRSUs      
Activity under the plan      
Granted (in shares) (10,958)    
Cancelled (in shares) 1,183    
v3.22.2
Stock incentive plans - Summary of RSU activity (Details)
shares in Thousands
6 Months Ended
Jun. 30, 2022
$ / shares
shares
RSUs and PRSUs  
Number of Shares  
Balance at the beginning of the period (in shares) | shares 16,247
Balance at the end of the period (in shares) | shares 21,266
Weighted- Average Grant Date Fair Value Per Share  
Balance at the beginning of the period (in dollars per share) | $ / shares $ 26.21
Balance at the end of the period (in dollars per share) | $ / shares $ 17.90
RSU  
Number of Shares  
Granted (in shares) | shares 10,958
Vested stock units awarded (in shares) | shares (4,756)
Cancelled (in shares) | shares (1,183)
Weighted- Average Grant Date Fair Value Per Share  
Granted (in dollars per share) | $ / shares $ 5.74
Vested (in dollars per share) | $ / shares 17.17
Cancelled (in dollars per share) | $ / shares $ 22.24
v3.22.2
Stock incentive plans - Summary of stock based compensation expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Stock-based compensation        
Total stock-based compensation expense $ 57,079 $ 47,562 $ 103,901 $ 106,337
Cost of revenue        
Stock-based compensation        
Total stock-based compensation expense 2,634 5,474 4,499 7,659
Research and development        
Stock-based compensation        
Total stock-based compensation expense 38,366 30,803 70,360 46,338
Selling and marketing        
Stock-based compensation        
Total stock-based compensation expense 4,964 6,909 7,873 10,339
General and administrative        
Stock-based compensation        
Total stock-based compensation expense $ 11,115 $ 4,376 $ 21,169 $ 42,001
v3.22.2
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Income Tax Disclosure [Abstract]        
Income tax benefit $ (3,563) $ (16,560) $ (38,483) $ (23,360)
Release of federal and state valuation allowances 2,300   34,600  
Unrecognized tax benefits 48,100   48,100  
Unrecognized tax benefits, portion that would affect tax rate $ 3,300   $ 3,300  
v3.22.2
Net (loss) income per share - Schedule of earnings per share, basic and diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Basic:        
Net (loss) income $ (2,523,461) $ 133,786 $ (2,705,320) $ 24,294
Diluted:        
Net (loss) income (2,523,461) 133,786 (2,705,320) 24,294
Interest effect of convertible senior notes, net 0 7,201 0 0
Total $ (2,523,461) $ 140,987 $ (2,705,320) $ 24,294
Basic:        
Shares used in computing net loss per share, basic 232,117 204,110 230,304 199,083
Diluted:        
Shares used in computing net loss per share, basic 232,117 204,110 230,304 199,083
Dilutive effect of contingently issuable shares (in shares) 0 10,804 0 5,394
Dilutive effect of convertible senior notes (in shares) 0 38,403 0 0
Dilutive effect of Series A preferred stock (in shares) 0 125 0 125
Dilutive effect of equity awards (in shares) 0 11,479 0 11,993
Shares used in computing net (loss) income per share, diluted 232,117 264,921 230,304 216,595
Net (loss) income per share, basic (in dollars per share) $ (10.87) $ 0.66 $ (11.75) $ 0.12
Net (loss) income per share, diluted (in dollars per share) $ (10.87) $ 0.53 $ (11.75) $ 0.11
v3.22.2
Net (loss) income per share - Schedule of antidilutive securities excluded from computation of earnings per share (Details) - shares
shares in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Net loss per common share        
Total shares of common stock equivalents (in shares) 64,709 1,165 62,548 38,625
Shares of common stock subject to outstanding options        
Net loss per common share        
Total shares of common stock equivalents (in shares) 2,922 181 2,947 100
Shares of common stock subject to outstanding RSUs and PRSUs        
Net loss per common share        
Total shares of common stock equivalents (in shares) 21,136 984 18,550 122
Shares of common stock pursuant to ESPP        
Net loss per common share        
Total shares of common stock equivalents (in shares) 2,248 0 2,648 0
Shares of common stock subject to convertible senior notes conversion        
Net loss per common share        
Total shares of common stock equivalents (in shares) 38,403 0 38,403 38,403
v3.22.2
Geographic information - Schedule of revenue by country (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Geographic information        
Total revenue $ 136,622 $ 116,312 $ 260,313 $ 219,933
United States        
Geographic information        
Total revenue 120,110 102,499 228,405 192,911
Canada        
Geographic information        
Total revenue 2,721 1,906 5,018 3,449
Germany        
Geographic information        
Total revenue 2,171 1,712 4,191 4,509
United Kingdom        
Geographic information        
Total revenue 1,774 1,690 3,921 3,335
Rest of world        
Geographic information        
Total revenue $ 9,846 $ 8,505 $ 18,778 $ 15,729
v3.22.2
Subsequent event (Details) - Subsequent event
$ in Thousands
Jul. 18, 2022
USD ($)
employee
Restructuring Cost and Reserve [Line Items]  
Expected employee reduction | employee 1,000
Minimum  
Restructuring Cost and Reserve [Line Items]  
Restructuring cost $ 75,000
Maximum  
Restructuring Cost and Reserve [Line Items]  
Restructuring cost $ 100,000
v3.22.2
Label Element Value
Accounting Standards Update [Extensible Enumeration] us-gaap_AccountingStandardsUpdateExtensibleList Accounting Standards Update 2020-06 [Member]