INVITAE CORP, 10-Q filed on 8/9/2018
Quarterly Report
v3.10.0.1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2018
Aug. 03, 2018
Document And Entity Information [Abstract]    
Entity Registrant Name Invitae Corp  
Entity Central Index Key 0001501134  
Document Type 10-Q  
Document Period End Date Jun. 30, 2018  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Filer Category Accelerated Filer  
Trading Symbol NVTA  
Entity Common Stock, Shares Outstanding   69,047,903
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q2  
v3.10.0.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Current assets:    
Cash and cash equivalents $ 48,568 $ 12,053
Marketable securities 36,576 52,607
Accounts receivable 25,058 10,422
Prepaid expenses and other current assets 12,311 11,599
Total current assets 122,513 86,681
Property and equipment, net 28,816 30,341
Restricted cash 5,307 5,406
Marketable securities, non-current 900 5,983
Intangible assets, net 32,994 35,516
Goodwill 47,217 46,575
Other assets 1,329 576
Total assets 239,076 211,078
Current liabilities:    
Accounts payable 5,200 8,606
Accrued liabilities 22,566 22,742
Capital lease obligation, current portion 1,829 2,039
Debt, current portion 3,061  
Total current liabilities 32,656 33,387
Capital lease obligation, net of current portion 2,413 3,373
Debt, net of current portion 55,575 39,084
Other long-term liabilities 9,785 13,440
Total liabilities 100,429 89,284
Commitments and contingencies (Note 9)
Stockholders’ equity:    
Preferred stock, $0.0001 par value: Authorized: 20,000,000 shares; Issued and outstanding: 3,458,823 as of June 30, 2018 and December 31, 2017
Common stock, $0.0001 par value: Authorized: 400,000,000 shares; Issued and outstanding: 68,976,036 and 53,595,914 shares as of June 30, 2018 and December 31, 2017, respectively 6 5
Accumulated other comprehensive loss (109) (171)
Additional paid-in capital 593,898 520,558
Accumulated deficit (455,148) (398,598)
Total stockholders’ equity 138,647 121,794
Total liabilities and stockholders’ equity $ 239,076 $ 211,078
v3.10.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2018
Dec. 31, 2017
Statement Of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, authorized shares 20,000,000 20,000,000
Preferred stock, issued shares 3,458,823 3,458,823
Preferred stock, outstanding shares 3,458,823 3,458,823
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 400,000,000 400,000,000
Common stock, shares issued 68,976,036 53,595,914
Common stock, shares outstanding 68,976,036 53,595,914
v3.10.0.1
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Revenue:        
Total revenue $ 37,306 $ 14,336 $ 64,977 $ 24,674
Costs and operating expenses:        
Cost of test revenue 20,447 10,490 38,523 19,819
Research and development 15,784 11,339 31,150 21,362
Selling and marketing 18,707 12,520 37,631 24,092
General and administrative 12,436 8,062 24,216 14,813
Total costs and operating expenses 67,374 42,411 131,520 80,086
Loss from operations (30,068) (28,075) (66,543) (55,412)
Other income (expense), net 188 151 1,835 (540)
Interest expense (1,791) (1,067) (3,083) (1,389)
Net loss before taxes (31,671) (28,991) (67,791) (57,341)
Income tax benefit   (434)   (1,856)
Net loss $ (31,671) $ (28,557) $ (67,791) $ (55,485)
Net loss per share, basic and diluted $ (0.47) $ (0.66) $ (1.12) $ (1.30)
Shares used in computing net loss per share, basic and diluted 67,806,606 43,226,569 60,775,077 42,808,175
Test Revenue        
Revenue:        
Total revenue $ 36,350 $ 13,592 $ 63,403 $ 23,287
Other Revenue        
Revenue:        
Total revenue $ 956 $ 744 $ 1,574 $ 1,387
v3.10.0.1
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Statement Of Income And Comprehensive Income [Abstract]        
Net loss $ (31,671) $ (28,557) $ (67,791) $ (55,485)
Other comprehensive income (loss):        
Unrealized income (loss) on available-for-sale marketable securities, net of tax 51 (2) 62 (38)
Comprehensive loss $ (31,620) $ (28,559) $ (67,729) $ (55,523)
v3.10.0.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Cash flows from operating activities:    
Net loss $ (67,791) $ (55,485)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 6,927 3,491
Stock-based compensation 10,505 9,607
Amortization of debt issuance costs 429 171
Amortization of premium on marketable securities 9 80
Loss on disposal of assets   268
Loss on sales of available-for-sale securities 24  
Remeasurements of liabilities associated with business combinations 709 352
Changes in operating assets and liabilities net of effects of business combination:    
Accounts receivable (4,037) (1,119)
Prepaid expenses and other current assets (512) (198)
Other assets (1,428) (36)
Accounts payable (3,106) 2,049
Accrued expenses and other liabilities (396) (1,011)
Net cash used in operating activities (58,667) (41,831)
Cash flows from investing activities:    
Purchases of marketable securities (900) (57,187)
Proceeds from sales of marketable securities 19,965  
Proceeds from maturities of marketable securities 2,078 35,168
Acquisition of businesses, acquired cash   108
Purchases of property and equipment (3,084) (3,476)
Net cash provided by (used in) in investing activities 18,059 (25,387)
Cash flows from financing activities:    
Proceeds from underwritten public offering of common stock, net of issuance costs 53,480  
Proceeds from issuance of common stock 4,933 2,264
Proceeds from loan and security agreement 19,781 39,661
Loan payments   (12,102)
Capital lease principal payments (1,170) (1,457)
Net cash provided by financing activities 77,024 28,366
Net increase (decrease) in cash, cash equivalents and restricted cash 36,416 (38,852)
Cash, cash equivalents and restricted cash at beginning of period 17,459 71,522
Cash, cash equivalents and restricted cash at end of period 53,875 32,670
Supplemental cash flow information:    
Interest paid 2,481 1,209
Supplemental cash flow information of non-cash investing and financing activities:    
Equipment acquired through capital leases   3,879
Purchases of property and equipment in accounts payable and accrued liabilities 238 1,647
Investment in privately held company in other assets and accrued liabilities 675  
Warrants issued pursuant to loan and security agreement 383 740
Common stock issued for acquisition of businesses $ 3,973 11,002
Consideration payable for acquisition of businesses   $ 7,522
v3.10.0.1
Organization and description of business
6 Months Ended
Jun. 30, 2018
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Organization and description of business

1. Organization and description of business

Invitae Corporation (the “Company”) was incorporated in the State of Delaware on January 13, 2010, as Locus Development, Inc. and changed its name to Invitae Corporation in 2012. The Company utilizes an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyze information about patient-specific genetic variation and generate test reports for clinicians and their patients. The Company’s headquarters and main production facility is located in San Francisco, California. The Company currently has more than 20,000 genes in production and provides a variety of diagnostic tests that can be used in multiple indications. The Company’s tests include genes associated with hereditary cancer, neurological disorders, cardiovascular disorders, pediatric disorders, metabolic disorders and other hereditary conditions. In addition, and as a result of the acquisitions of Good Start Genetics (“Good Start”) in August 2017 and CombiMatrix Corporation (“CombiMatrix”) in November 2017, the Company’s services also include screening and testing in reproductive health, including preimplantation and carrier screening for inherited disorders, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders. The Company operates in one segment.

The Company has incurred substantial losses since its inception and expects to continue to incur operating losses in the near term. For the year ended December 31, 2017, the Company’s net loss was $123.4 million, and for the six months ended June 30, 2018, the Company’s net loss was $67.8 million. At June 30, 2018, the Company’s accumulated deficit was $455.1 million. While the Company’s revenue has increased over time, it may never achieve revenue sufficient to offset its expenses. The Company believes its existing cash, cash equivalents and marketable securities as of June 30, 2018, revenue from the sale of its tests, and amounts available under a loan agreement will be sufficient to meet its anticipated cash requirements for its currently-planned operations for the 12-month period following the filing date of this report.  

The Company may need to obtain additional funding to finance operations prior to achieving profitability. Company management regularly considers fundraising opportunities and will determine the timing, nature and size of future financings based upon various factors, including market conditions and management’s operating plans. The Company may in the future elect to finance operations by selling equity or debt securities or borrowing money. If additional funding is required, there can be no assurance that additional funds will be available to the Company on acceptable terms on a timely basis, if at all. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities to reduce costs. Doing so will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects.

The Company has implemented the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), and concluded that there are not conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year following the date that the June 30, 2018 financial statements are issued.

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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The results for the three and six months ended June 30, 2018 are not necessarily indicative of the results expected for the full fiscal year or any other periods.   

 

v3.10.0.1
Summary of significant accounting policies
6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Summary of significant accounting policies

2. Summary of significant accounting policies

Principles of consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company believes judgment is involved in determining revenue recognition (See Note 3, “Revenue, accounts receivable and deferred revenue” for further information); the acquisition-date fair value of intangible assets; the fair value of contingent consideration associated with acquisitions; the recoverability of long-lived assets; impairment of goodwill and intangible assets; stock-based compensation expense; and income tax uncertainties. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates and assumptions.

Concentrations of credit risk and other risks and uncertainties

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. The Company’s cash and cash equivalents are held by financial institutions in the United States. Such deposits may exceed federally insured limits.

The Company’s 10% or greater customers and their related revenue as a percentage of total revenue were as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Medicare

 

 

 

18.0

%

 

 

10.5

%

 

 

17.2

%

 

 

12.1

%

United Healthcare

 

 

*

 

 

 

10.4

%

 

*

 

 

 

10.0

%

*    Less than 10% of total revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company’s significant customers and their related accounts receivable balance as percentage of total accounts receivable were as follows:

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

 

 

2018

 

2017

 

Medicare

 

 

 

 

 

 

*

 

 

13.1

%

*    Less than 10% of total accounts receivable

 

 

 

 

 

 

 

 

Accounts receivable

The Company receives payment for its tests from partners, patients, institutional customers and third-party payers. See Note 3, “Revenue, accounts receivable and deferred revenue” for further information.

Business combinations

The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods.

In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under FASB Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity, the Company recognizes a liability equal to the fair value of the contingent payments the Company expects to make as of the acquisition date. The Company remeasures this liability each reporting period and records changes in the fair value as a component of operating expenses.

Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition.

 

Goodwill

In accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”), the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Under ASC 350, the Company performs annual impairment reviews of its goodwill balance during the fourth fiscal quarter. In testing for impairment, the Company compares the fair value of its reporting unit to its carrying value including the goodwill of that unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit.

The Company did not incur any goodwill impairment losses in any of the periods presented.

 

Fair value of financial instruments

The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, capital leases and debt. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to the Company, the carrying value of capital leases approximates fair value.

See Note 7, “Fair value measurements” for disclosure of the fair value of debt and further information on the fair value of the Company’s financial instruments.

Variable interest entity

The Company has a variable interest in a variable interest entity (“VIE”) through an investment in a convertible note issued by the VIE. The convertible notes do not provide the Company with voting rights in the VIE or with power to direct the activities of the VIE which most significantly affect its economic performance. The Company is not the VIE’s primary beneficiary and does not consolidate the VIE. The Company will continue to assess its investment and future commitments to the VIE. To the extent its relationship with the VIE changes the Company may be required to consolidate the VIE in future periods.

See Note 6, “Balance sheet components”, Note 7, “Fair value measurements” and Note 8, “Investment in privately held company” for additional disclosures related to the convertible notes, which are recorded as available-for-sale securities.

Revenue recognition

The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. All revenues are generated from contracts with customers.

Test revenue is generated primarily from the sale of tests that provide analysis and associated interpretation of the sequencing of parts of the genome. Revenue associated with subsequent re-requisition services and family variant tests was de minimis for all periods presented.

Other revenue consists primarily of revenue from genome network subscription services which is recognized on a straight-line basis over the subscription term, and revenue from collaboration agreements.

Cost of test revenue

Cost of test revenue reflects the aggregate costs incurred in delivering the genetic testing results to clinicians and includes expenses for personnel-related costs including stock-based compensation, materials and supplies, equipment and infrastructure expenses associated with testing and allocated overhead including rent, equipment depreciation and utilities.

Net loss per common share

Basic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities, consisting of preferred stock, options to purchase common stock, common stock warrants, RSUs and PRSUs, are considered to be common stock equivalents and were excluded from the calculation of diluted net loss per share because their effect would be antidilutive for all periods presented.

Recent accounting pronouncements

The Company evaluates all ASUs issued by the FASB for consideration of their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s condensed consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under the new guidance, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 is effective for annual and interim periods beginning after December 15, 2018 and early adoption is permitted. The adoption of ASU 2018-07 is not expected to have a significant effect upon the Company’s consolidated financial statements, related disclosures and ongoing financial reporting. The Company plans to implement ASU 2018-07 on January 1, 2019.

In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220). Under the new guidance, entities will be permitted to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform to retained earnings. ASU 2018-02 is effective for annual and interim periods beginning after December 15, 2018 and early adoption is permitted. When adopted, ASU 2018-02 requires all entities to make new disclosures, regardless of whether they elect to reclassify stranded amounts. The Company is evaluating the effect that ASU 2018-02 will have on its consolidated financial statements, related disclosures and ongoing financial reporting. The Company has not yet selected an implementation date for ASU 2018-02.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lessor accounting under ASU 2016-02 is largely unchanged. ASU 2016-02 is effective for annual and interim periods beginning on or after December 15, 2018 and early adoption is permitted. Under ASU 2016-02, lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In March 2017, the FASB voted to allow an optional transition method under which companies may record a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption (January 1, 2019) and apply existing lease accounting guidance in comparative periods ending prior to January 1, 2019. Lessees and lessors may not apply a full retrospective transition approach.

The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements, related disclosures and ongoing financial reporting. The Company expects implementation of ASU 2016-02 will result in the recognition of significant right of use assets and corresponding lease liabilities in its consolidated balance sheets, principally relating to the Company’s facilities leases. The Company plans to implement ASU 2016-02 on January 1, 2019.

Recently adopted accounting pronouncements – Revenue recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), designed to enable users of financial statements to better understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On January 1, 2018, the Company adopted the provisions of Topic 606 using the modified retrospective method. From adoption to date, the Company has recognized all its revenue from contracts with customers within the scope of Topic 606. In connection with the adoption, the Company recognized the cumulative effect of initially applying this standard as an adjustment to retained earnings on the date of adoption. Comparative information prior to the date of adoption has not been restated and continues to be reported under the accounting standards in effect for those periods.

In connection with the adoption of Topic 606, the Company amended its revenue recognition policy to provide for the recognition of certain variable consideration related to diagnostic tests that was previously deferred pending cash collection. Under Topic 606, the Company records variable consideration based on an estimate of the consideration to which it will be entitled.

Revenue recognition

Adoption of Topic 606, "Revenue from Contracts with Customers"

On January 1, 2018, the Company adopted Topic 606 using the modified retrospective transition method. The provisions of Topic 606 were applied to all customer contracts that were not completed as of the date of adoption. Prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for those periods.

The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. All revenues are generated from contracts with customers.

Diagnostic tests

The majority of the Company’s revenue is generated from genetic testing services that provide analysis and associated interpretation of the sequencing of parts of the genome. Test orders are placed under written requisitions signed by the patient and/or medical provider, and the Company often enters into contracts with institutions (e.g., hospitals and clinics) and insurance companies that include pricing provisions under which such tests are billed. Billing terms are generally net thirty days.

While the transaction price of diagnostic tests is originally established either via contract or pursuant to the Company’s standard list price, the Company often provides concessions for tests billed to insurance carriers, and therefore the transaction price for patient insurance-billed tests is considered to be variable and revenue is recognized based on an estimate of the consideration to which the Company will be entitled at an amount for which it is probable that a reversal of cumulative consideration will not occur. Making these estimates requires significant judgments based upon such factors as length of payer relationship, historical payment patterns, changes in contract provisions and insurance reimbursement policies. These judgments are reviewed quarterly and revenue recognized is updated, as necessary, until the Company’s obligations are fully settled.

In connection with some diagnostic test orders, the Company offers limited re-requisition rights (“Re-Requisition Rights”) that are considered distinct at contract inception, and therefore certain diagnostic test orders contain two performance obligations, the performance of the original test and the Re-Requisition Rights. When Re-Requisition Rights are granted, the Company allocates the transaction price to each performance obligation based on the relative estimated standalone selling prices. In order to comply with loss contract rules, the allocations are adjusted, if necessary, to ensure the amount deferred for Re-Requisition Rights is no less than the estimated cost of fulfilling the Company’s related obligations.

The Company looks to transfer of control in assessing timing of recognition of revenue in connection with each performance obligation. In general, revenue in connection with diagnostic tests is recognized upon delivery of the underlying clinical report or when the report is made available on the Company’s web portal. Outstanding performance obligations pertaining to orders received but for which the underlying report has not been issued are generally satisfied within a thirty-day period. Revenue in connection with Re-Requisition Rights is recognized as the rights are exercised or expire unexercised, which is generally within ninety days of initial deferral.

Other contracts

The Company also enters into collaboration and genome network contracts. Collaboration agreements provide customers with diagnostic testing and related data aggregation reporting services that are provided over the contract term. Collaboration revenue is recognized as the testing and reporting services are delivered to the customer. Genome network offerings consist of subscription services related to a proprietary software platform designed to connect patients, clinicians, advocacy organizations, researchers and therapeutic developers to accelerate the understanding, diagnosis and treatment of hereditary disease. Such services are recognized on a straight-line basis over the subscription periods.

Amounts due under collaboration and genome network agreements are typically billable on net thirty-day terms.

 

Prior period reclassifications

Statement of cash flow amounts in prior periods have been reclassified to conform with current period presentation, which separates amortization of debt issuance costs from depreciation and amortization. 

 

v3.10.0.1
Revenue, accounts receivable and deferred revenue
6 Months Ended
Jun. 30, 2018
Revenue From Contract With Customer [Abstract]  
Revenue, accounts receivable and deferred revenue

3. Revenue, accounts receivable and deferred revenue

As described in Note 2, the Company adopted Topic 606 effective January 1, 2018. In connection with the adoption the Company utilized the following practical expedients and exemptions:

 

Certain information about remaining performance obligations is not disclosed because the underlying contracts have an original expected duration of one year or less.

 

Sales commissions are expensed when incurred because the amortization period would have been one year or less. Commission costs are recorded as a component of sales and marketing expenses.

 

No adjustments to promised consideration were made for financing as the Company expects, at contract inception, that the period between the transfer of a promised good or service and when the customer pays for that good or service will be one year or less.

The adoption of Topic 606 resulted in a cumulative-effect adjustment of $11.2 million to accounts receivable and accumulated deficit as of January 1, 2018, primarily related to the recognition of uncollected diagnostic test variable consideration as of the date of adoption. Test revenue without adoption of Topic 606 for the three and six months ended June 30, 2018 includes cash collections related to accounts receivable recorded as of January 1, 2018 in connection with the Topic 606 cumulative-effect adjustment.

The effect of the adoption of Topic 606 upon financial statement line items in the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2018, and the Company’s condensed consolidated balance sheet as of June 30, 2018 was as follows (in thousands, except per share amounts):

 

 

 

Three Months Ended June 30, 2018

 

 

 

 

 

 

 

Without

 

 

Effect of

 

 

 

 

 

 

 

Adoption of

 

 

Adoption

 

 

 

As Reported

 

 

Topic 606

 

 

Higher/(Lower)

 

Test revenue

 

$

36,350

 

 

$

36,479

 

 

$

(129

)

Net loss

 

$

(31,671

)

 

$

(31,542

)

 

$

(129

)

Net loss per share, basic and diluted

 

$

(0.47

)

 

$

(0.47

)

 

$

 

 

 

 

Six Months Ended June 30, 2018

 

 

 

 

 

 

 

Without

 

 

Effect of

 

 

 

 

 

 

 

Adoption of

 

 

Adoption

 

 

 

As Reported

 

 

Topic 606

 

 

Higher/(Lower)

 

Test revenue

 

$

63,403

 

 

$

63,459

 

 

$

(56

)

Net loss

 

$

(67,791

)

 

$

(67,735

)

 

$

(56

)

Net loss per share, basic and diluted

 

$

(1.12

)

 

$

(1.11

)

 

$

(0.01

)

 

 

 

As of June 30, 2018

 

 

 

 

 

 

 

Without

 

 

Effect of

 

 

 

 

 

 

 

Adoption of

 

 

Adoption

 

 

 

As Reported

 

 

Topic 606

 

 

Higher/(Lower)

 

Accounts receivable, net

 

$

25,058

 

 

$

12,671

 

 

$

12,387

 

Accumulated deficit

 

$

(455,148

)

 

$

(466,444

)

 

$

11,296

 

Stockholders' equity

 

$

138,647

 

 

$

127,351

 

 

$

11,296

 

Disaggregation of revenue

Diagnostic test revenues are generated from three groups of customers: institutions, such as hospitals and clinics, patients who pay directly, and patients’ insurance carriers. Amounts billed and collected, and the timing of collections, vary based on whether the payer is an institution, an insurance carrier or a patient. Accordingly, for purposes of complying with the disclosure requirements of Topic 606, diagnostic test revenues are disaggregated between these three payer groups. Further, revenue recognized under collaboration and genome network agreements is disaggregated from diagnostic test revenue.

The following table includes the Company’s revenues as disaggregated by payer category (in thousands, unaudited):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017 (1)

 

 

2018

 

 

2017 (1)

 

Diagnostic tests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Institutions

 

$

8,572

 

 

$

2,619

 

 

$

15,803

 

 

$

5,219

 

Patient - direct

 

 

3,575

 

 

 

849

 

 

 

6,425

 

 

 

1,606

 

Patient - insurance

 

 

24,203

 

 

 

10,124

 

 

 

41,175

 

 

 

16,462

 

Total diagnostic tests

 

 

36,350

 

 

 

13,592

 

 

 

63,403

 

 

 

23,287

 

Collaboration and genome network

 

 

956

 

 

 

744

 

 

 

1,574

 

 

 

1,387

 

Total revenues

 

$

37,306

 

 

$

14,336

 

 

$

64,977

 

 

$

24,674

 

 

(1) As noted above, prior period amounts are presented as originally reported based upon the accounting standards in effect for those periods.

Included in revenue in the Company’s condensed consolidated statement of operations for the six months ended June 30, 2018 was $213,000 that was included in deferred revenue at January 1, 2018. Also included in revenue for the six months ended June 30, 2018 was an increase of $2.3 million to variable consideration for performance obligations satisfied in prior periods. This adjustment reflected a change in accounting estimate relating to notification from Medicare of approval for payment of deletion/duplication analysis under Current Procedure Terminology (CPT) code 81433 in conjunction with CPT code 81432, for tests completed during the second half of 2017.

Accounts receivable, net

The majority of the Company’s accounts receivable represents amounts billed to institutions (e.g., hospitals, clinics) and estimated amounts to be collected from third-party insurance payers for diagnostic test revenue recognized. Also included is 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.

Deferred revenues

The Company records deferred revenues when cash payments are received or due in advance of its performance related to one or more performance obligations. The amounts deferred to date primarily consist of consideration received pertaining to the estimated exercise of certain Re-Requisition Rights. In order to comply with loss contract rules, the Company’s Re-Requisition Rights revenue deferral is no less than the estimated cost of fulfilling its related obligations. The Company recognizes revenue related to Re-Requisition Rights as the rights are exercised or expire unexercised, which is generally within 90 days of initial deferral.

v3.10.0.1
Business combinations
6 Months Ended
Jun. 30, 2018
Business Combinations [Abstract]  
Business combinations

4. Business combinations

AltaVoice

 

On January 6, 2017, the Company acquired AltaVoice (formerly Patient Crossroads, Inc.), a privately-owned patient-centered data company with a global platform for collecting, curating, coordinating and delivering safeguarded data from patients and clinicians. The acquisition, complemented by several other strategic partnerships, expands the Company's genome network, designed to connect patients, clinicians, advocacy organizations, researchers and therapeutic developers to accelerate the understanding, diagnosis and treatment of hereditary disease. Pursuant to the terms of the Stock Purchase Agreement entered into on January 6, 2017, the Company acquired all of the outstanding shares of AltaVoice for total purchase consideration of $12.4 million, payable in the Company’s common stock, as follows:

 

 

(a)

payment of $5.5 million through the issuance of 641,126 shares of the Company’s common stock;

 

(b)

payment of $5.0 million in the Company’s common stock, payable on March 31, 2018, with the common shares deliverable equal to $5.0 million divided by the trailing average share price of the Company’s common stock for the 30 days preceding March 31, 2018. This payment was made on April 2, 2018 through the issuance of 716,332 shares of the Company’s common stock;

 

(c)

payment of $5.0 million in the Company’s common stock, which was contingently payable on March 31, 2018 if a milestone based on a certain threshold of revenue was achieved during 2017, with the shares deliverable equal to $5.0 million divided by the trailing average share price of the Company’s common stock for the 30 days preceding March 31, 2018. As the foregoing milestone was not achieved, there is a new contingent milestone based on achieving a revenue target during 2017 and 2018. Should the new milestone revenue target be achieved, on March 31, 2019, a payment of up to $5.0 million in the Company’s common stock will be payable. The actual payout is dependent upon the 2017 and 2018 revenue target (capped at $14.0 million) times 75% less $5.5 million. This formula in effect caps the possible payout amount at $5.0 million in the Company’s common shares. The number of shares to be issued will be equal to the payout amount divided by the trailing average share price of the Company’s common stock for the 30 days preceding March 31, 2019.

The first payment of $5.5 million was classified as equity. The second payment was discounted to $4.7 million as of the acquisition date, recorded as a liability, and was accreted to fair value at each reporting date until the extinguishment of the liability on April 2, 2018. The third payment, representing contingent consideration, was determined to have a fair value of $2.2 million as of the acquisition date and was recorded as a liability. In accordance with ASC Topic 805, Business Combinations, the contingent consideration of $2.2 million will be remeasured to fair value at each reporting date until the contingency is resolved, with changes in fair value recognized in earnings.

For the second payment, the acquisition-date fair value was $4.7 million, and the Company recorded accretion gains (losses) of $1.6 million and $(58,000) in other income (expense), net, for the three months ended June 30, 2018 and 2017, respectively and $1.6 million and $(111,000) for the six months ended June 30, 2018 and 2017, respectively. The accretion gains in 2018 resulted from an adjustment to the value of the second payment as of March 31, 2018, and principally reflected the difference between the value of the common shares deliverable, based upon the closing price of the Company’s stock on March 29, 2018, and the value per share used to calculate the number of common shares deliverable. The accretion losses in 2017 resulted from adjustments to the discounted value of the second payment, reflecting the passage of time.

For the third payment, whose contingent acquisition-date fair value was $2.2 million, the Company recorded remeasurement losses of $384,000 and $241,000 in operating expense for the three months ended June 30, 2018 and 2017, respectively and $872,000 and $241,000 in operating expense for the six months ended June 30, 2018 and 2017, respectively. The remeasurement losses in 2018 reflect updated estimations of fair value of the third payment, based upon achieving a revenue target during 2017 and 2018, as the milestone based on a certain threshold of revenue to be achieved during 2017 was not met. The principal inputs affecting those estimations have been updates to the Company’s revenue forecasts and the passage of time.

Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands):

 

Cash

 

$

54

 

Accounts receivable

 

 

274

 

Prepaid expense and other assets

 

 

52

 

Non-compete agreement

 

 

286

 

Developed technology

 

 

570

 

Customer relationships

 

 

3,389

 

Total identifiable assets acquired

 

 

4,625

 

Accounts payable

 

 

(28

)

Deferred revenue

 

 

(202

)

Accrued expenses

 

 

(21

)

Deferred tax liability

 

 

(1,422

)

Total liabilities assumed

 

 

(1,673

)

Net identifiable assets acquired

 

 

2,952

 

Goodwill

 

 

9,432

 

Net assets acquired

 

$

12,384

 

Acquisition-related intangibles included in the above table are finite-lived. Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of ten years. All other acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands):

 

 

 

Gross

Purchased

Intangible

Assets

 

 

Estimated

Useful

Life

(in Years)

 

Non-compete agreement

 

$

286

 

 

 

5

 

Developed technology

 

 

570

 

 

 

6

 

Customer relationships

 

 

3,389

 

 

 

10

 

 

 

$

4,245

 

 

 

 

 

 

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of AltaVoice resulted in $9.4 million of goodwill. The Company believes this goodwill consists principally of expected synergies to be realized by combining capabilities, technology and data to accelerate the use of genetic information for the diagnosis and treatment of hereditary diseases. In accordance with ASC 350, goodwill will not be amortized but will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes. Concurrent with the acquisition, the Company recorded additional goodwill of $1.4 million relating to the tax consequence of recognizing the fair value of the acquisition-related intangibles, with an equal offset to deferred tax liability.

The results of operations of AltaVoice for the period from the acquisition date through June 30, 2017 are included in the Company’s condensed consolidated statements of operations for the three months ended June 30, 2017. Pursuant to ASC 805, the Company incurred and expensed approximately $159,000 in acquisition and transitional costs associated with the acquisition of AltaVoice during the six months ended June 30, 2017, which were primarily general and administrative related.

 

Ommdom

On June 11, 2017, the Company acquired Ommdom, Inc. (“Ommdom”), a privately-held company that develops, commercializes and sells hereditary risk assessment and management software, including CancerGene Connect, a cancer genetic counseling platform. The acquisition expands Invitae’s suite of genome management offerings designed to help patients and clinicians use genetic information as part of mainstream medical care. CancerGene Connect is a platform for collecting and managing genetic family histories. The platform uses a cloud-based, mobile friendly patient interface to gather family history information from patients prior to a clinician appointment. Then, analysis tools analyze patients’ predisposition to disease and provide actionable analysis to inform therapeutic decisions, such as genetic testing or treatment approaches. In addition, the platform provides clinicians with the ability to look beyond the individual to understand trends across all of their patients.

Pursuant to the terms of a Stock Exchange Agreement, the Company acquired all of the outstanding shares of Ommdom for consideration of $6.1 million, payable entirely in the Company’s common stock. There was no cash consideration nor any contingent payments associated with the acquisition, other than a hold-back amount of $613,000. Per the terms of the agreement, the Company was obligated to issue shares of its common stock as follows:

 

(a)

payment of $5.5 million through the issuance of 600,108 shares of the Company’s common stock on the acquisition date; and

 

(b)

payment of $0.6 million through the issuance of 66,582 shares of the Company’s common stock, representing a hold-back amount, and payable on the twelve-month anniversary of the acquisition date. This payment was made on June 11, 2018.

The first payment of $5.5 million was classified as equity. The second payment of $613,000 was recorded as a stock payable liability on the acquisition date and was reclassified to equity upon the issuance of 66,582 shares of the Company’s common stock on June 11, 2018.

Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands):

 

Cash

 

$

53

 

Accounts receivable

 

 

10

 

Prepaid expense and other assets

 

 

4

 

Trade name

 

 

13

 

Developed technology

 

 

2,335

 

Customer relationships

 

 

147

 

Total identifiable assets acquired

 

 

2,562

 

Accounts payable

 

 

(16

)

Accrued expenses

 

 

(17

)

Deferred tax liability

 

 

(434

)

Total liabilities assumed

 

 

(467

)

Net identifiable assets acquired

 

 

2,095

 

Goodwill

 

 

4,045

 

Net assets acquired

 

$

6,140

 

 

Finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands):

 

 

 

Gross

Purchased

Intangible

Assets

 

 

Estimated

Useful

Life

(in Years)

 

Trade name

 

$

13

 

 

 

5

 

Developed technology

 

 

2,335

 

 

 

5

 

Customer relationships

 

 

147

 

 

 

5

 

 

 

$

2,495

 

 

 

 

 

 

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Ommdom resulted in the recognition of $4.0 million of goodwill. The Company believes this goodwill consists principally of expected synergies to be realized by expanding the Company’s suites of genome management offerings designed to help patients and clinicians use genetic information as part of mainstream medical care. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes. Concurrent with the acquisition, the Company recorded additional goodwill of $434,000 relating to the tax consequence of recognizing the fair value of the acquisition-related intangibles, with an equal offset to deferred tax liability.

Good Start Genetics

On August 4, 2017, the Company acquired 100% of the fully diluted equity of Good Start, a privately-held molecular diagnostics company focused on preimplantation and carrier screening for inherited disorders. The acquisition of Good Start is intended to further Invitae’s plan to create a comprehensive genetic information platform providing high-quality, affordable genetic information coupled with world-class clinical expertise to inform healthcare decisions throughout every stage of an individual’s life. The purchase consideration for the Good Start acquisition consisted of the assumption of the net liabilities of Good Start of $24.4 million at the acquisition date.

Immediately subsequent to the acquisition of Good Start, the Company paid $18.4 million in cash to settle outstanding notes payable, accrued interest and related costs. In addition, and immediately subsequent to the acquisition, the Company settled outstanding convertible promissory notes payable through:

 

(a)

payment of $11.9 million through the issuance of 1,148,283 shares of the Company’s common stock; and

 

(b)

payment of $3.6 million through the issuance of 343,986 shares of the Company’s common stock, representing a hold-back amount payable on the one-year anniversary of the acquisition date.

Also in connection with the acquisition of Good Start and immediately subsequent to the acquisition, the Company paid bonuses to certain members of Good Start’s management team through:

 

(a)

payment of $0.9 million through the issuance of 83,025 shares of the Company’s common stock; and

 

(b)

payment of $0.4 million through the issuance of 37,406 shares of the Company’s common stock, representing a hold-back amount payable on the one-year anniversary of the acquisition date.

These bonus payments were recorded as general and administrative expense.

Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. The amount recorded as accounts receivable is provisional as the Company expects to receive future cash collections pertaining to Good Start revenue activities completed but not recognized at the acquisition date. The amount recorded as deferred tax liability, zero as of December 31, 2017, is provisional because certain information and analysis related to Good Start’s historical net operating losses that may affect the Company’s valuation is still being obtained or reviewed. Thus, the provisional measurement of fair value discussed above is subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill.

At acquisition date, the Company also recorded $4.8 million as a provisional amount for a deferred tax liability because certain information and analysis related to Good Start’s historical net operating losses that may affect the Company’s initial valuation was still being obtained or reviewed at that time. This provisional amount for the deferred tax liability was subsequently reversed during the fourth quarter of 2017 based on the results of further analysis of Good Start’s historical net operating losses.

The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands):

 

Cash and restricted cash

 

$

1,381

 

Accounts receivable

 

 

2,262

 

Prepaid expense and other assets

 

 

1,579

 

Property and equipment

 

 

1,320

 

Trade name

 

 

460

 

Developed technology

 

 

5,896

 

Customer relationships

 

 

7,830

 

Total identifiable assets acquired

 

 

20,728

 

Accounts payable

 

 

(5,418

)

Accrued expenses

 

 

(6,802

)

Notes payable

 

 

(17,904

)

Convertible promissory notes payable

 

 

(15,430

)

Other liabilities

 

 

(222

)

Total liabilities assumed

 

 

(45,776

)

Net identifiable assets acquired

 

 

(25,048

)

Goodwill

 

 

25,048

 

Net assets acquired

 

$

 

 

In March 2018 and in June 2018, the Company recorded adjustments to its accounting for the amount recorded as accounts receivable at acquisition. Accordingly, the fair value of accounts receivable was decreased by $397,000 on March 31, 2018 and further decreased by $245,000 on June 30, 2018 with corresponding increases to goodwill.

 

Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of eight years. All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands):

 

 

 

Gross

Purchased

Intangible

Assets

 

 

Estimated

Useful

Life

(in Years)

 

Trade name

 

$

460

 

 

 

3

 

Developed technology

 

 

5,896

 

 

 

5

 

Customer relationships

 

 

7,830

 

 

 

8

 

 

 

$

14,186

 

 

 

 

 

 

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Good Start resulted in the recognition of $25.0 million of goodwill. The Company believes this goodwill consists principally of expected synergies to be realized by expanding the Company’s suite of genome management offerings designed to help patients and clinicians use genetic information as part of mainstream medical care. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes. 

CombiMatrix

On November 14, 2017, the Company completed its acquisition of CombiMatrix in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of July 31, 2017 (the “Merger Agreement”), by and among the Company, Coronado Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and CombiMatrix, pursuant to which Merger Sub merged with and into CombiMatrix, with CombiMatrix surviving as a wholly-owned subsidiary of the Company (the “Merger”).

At the closing of the Merger, the Company issued shares of its common stock to (i) CombiMatrix’s common stockholders, at an exchange ratio of 0.8692 of a share of the Company’s common stock (the “Merger Exchange Ratio”) for each share of CombiMatrix common stock outstanding immediately prior to the Merger, (ii) CombiMatrix’s Series F preferred stockholders, at the Merger Exchange Ratio for each share of CombiMatrix common stock underlying Series F preferred stock outstanding immediately prior to the Merger, (iii) holders of outstanding and unexercised in-the-money CombiMatrix stock options, which were fully accelerated to the extent of any applicable vesting period and converted into the right to receive the number of shares of the Company’s common stock equal to the Merger Exchange Ratio multiplied by the number of shares of CombiMatrix common stock issuable upon exercise of such option, minus the number of shares of the Company’s common stock determined by dividing the aggregate exercise price for such option by $9.491 (the “Invitae Trailing Average Share Value”), and (iv) holders of outstanding and unsettled CombiMatrix restricted stock units, which were fully accelerated to the extent of any applicable vesting period and converted into the right to receive a number of shares of the Company’s common stock determined by multiplying the number of shares of CombiMatrix common stock that were subject to such restricted stock unit by the Merger Exchange Ratio.

In addition, at the closing of the Merger, (a) all outstanding and unexercised out-of-the money CombiMatrix stock options were cancelled and terminated without the right to receive any consideration, (b) all CombiMatrix Series D Warrants and Series F Warrants outstanding and unexercised immediately prior to the closing of the Merger were assumed by the Company and converted into warrants to purchase the number of shares of the Company’s common stock determined by multiplying the number of shares of CombiMatrix common stock subject to such warrants by the Merger Exchange Ratio, and with the exercise price adjusted by dividing the per share exercise price of the CombiMatrix common stock subject to such warrants by the Merger Exchange Ratio, and (c) certain entitlements under CombiMatrix’s executive compensation transaction bonus plan (the “Transaction Bonus Plan”) were paid in shares of the Company’s common stock or RSUs to be settled in shares of the Company’s common stock. All outstanding and unexercised CombiMatrix Series A, Series B, Series C, Series E, and PIPE warrants were repurchased by CombiMatrix prior to closing pursuant to that certain CombiMatrix Common Stock Purchase Warrants Repurchase Agreement dated July 11, 2016.

Pursuant to the Merger Agreement, the Company issued an aggregate of 2,703,389 shares of its common stock as follows:

 

(a)

payment of $20.5 million through the issuance of 2,611,703 shares of the Company’s common stock to holders of CombiMatrix common stock outstanding;

 

(b)

payment of $0.7 million through the issuance of 85,219 shares of the Company’s RSUs to holders of outstanding and unsettled CombiMatrix restricted stock units;

 

(c)

payment of $26,000 through the issuance of 3,323 shares of the Company’s common stock to holders of outstanding and unexercised in-the-money CombiMatrix stock options; and

 

(d)

payment of $25,000 through the issuance of 3,144 shares of the Company’s common stock to holders of CombiMatrix Series F preferred stock.

In addition, and pursuant to the Merger Agreement, the Company issued warrants to purchase an aggregate of 2,077,273 shares of its common stock as follows:

 

(a)

payment of $7.4 million through the issuance of warrants to purchase a total of 1,739,689 shares of the Company’s common stock in exchange for all outstanding CombiMatrix Series F warrants; and

 

(b)

payment of $1,000 through the issuance of warrants to purchase a total of 337,584 shares of the Company’s common stock in exchange for all outstanding CombiMatrix Series D warrants.

In connection with the acquisition of CombiMatrix, the Company paid bonuses to certain members of CombiMatrix’s management team through:

 

(a)

payment of $1.7 million through the issuance of common stock and RSUs totaling 214,976 shares of the Company’s common stock to settle payments pursuant to CombiMatrix’s executive compensation transaction bonus plan (the “Transaction Bonus Plan”), recorded as post-combination compensation expense and included in general and administrative expense; and

 

(b)

payment of $0.2 million through the issuance of 22,966 shares of the Company’s common stock to settle payments pursuant to the Transaction Bonus Plan, recorded as an assumed liability at the acquisition date.

Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. The amount recorded as deferred tax liability, $0 at December 31, 2017, is provisional because certain information and analysis related to CombiMatrix’s tax attributes and ownership change history that may affect the Company’s valuation is still being obtained or reviewed. Thus, the provisional measurement of fair value discussed above is subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands):

 

Cash and restricted cash

 

$

1,333

 

Accounts receivable

 

 

4,118

 

Prepaid expense and other assets

 

 

1,299

 

Property and equipment

 

 

437

 

Other assets - non current

 

 

30

 

Favorable leases

 

 

247

 

Trade name

 

 

103

 

Patent licensing agreement

 

 

496

 

Developed technology

 

 

3,162

 

Customer relationships

 

 

12,397

 

Total identifiable assets acquired

 

 

23,622

 

Accounts payable

 

 

(276

)

Accrued expenses

 

 

(3,925

)

Other liabilities

 

 

(180

)

Total liabilities assumed

 

 

(4,381

)

Net identifiable assets acquired

 

 

19,241

 

Goodwill

 

 

8,692

 

Net assets acquired

 

$

27,933

 

 

Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of 11 years. All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands):

 

 

 

Gross

Purchased

Intangible

Assets

 

 

Estimated

Useful

Life

(in Years)

 

Favorable leases

 

$

247

 

 

 

2

 

Trade name

 

 

103

 

 

 

1

 

Patent licensing agreement

 

 

496

 

 

 

15

 

Developed technology

 

 

3,162

 

 

 

4

 

Customer relationships

 

 

12,397

 

 

 

11

 

 

 

$

16,405

 

 

 

 

 

 

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of CombiMatrix resulted in the recognition of $8.7 million of goodwill. The Company believes this goodwill consists principally of expected synergies to be realized by expanding the Company’s suite of genome management offerings designed to help patients and clinicians use genetic information as part of mainstream medical care. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes.

 

v3.10.0.1
Goodwill and intangible assets
6 Months Ended
Jun. 30, 2018
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and intangible assets

5. Goodwill and intangible assets

Goodwill

Details of the Company’s goodwill for the six months ended June 30, 2018 are as follows (in thousands):

 

 

 

AltaVoice

 

 

Ommdom

 

 

Good Start

 

 

CombiMatrix

 

 

Total

 

Balance as of December 31, 2017

 

$

9,432

 

 

$

4,045

 

 

$

24,406

 

 

$

8,692

 

 

$

46,575

 

Goodwill adjustment

 

 

 

 

 

 

 

 

642

 

 

 

 

 

 

642

 

Balance as of June 30, 2018

 

$

9,432

 

 

$

4,045

 

 

$

25,048

 

 

$

8,692

 

 

$

47,217

 

 

Intangible Assets

The following table presents details of the Company’s finite-lived intangible assets as of June 30, 2018 (in thousands):

 

 

 

Cost

 

 

Accumulated

Amortization

 

 

Net

 

 

Weighted

Average

Useful Life

(in Years)

 

 

Weighted

Average

Estimated

Remaining

Useful Life

(in Years)

 

Customer relationships

 

$

23,763

 

 

$

(1,741

)

 

$

22,022

 

 

 

10.0

 

 

 

9.1

 

Developed technology

 

 

11,963

 

 

 

(2,213

)

 

 

9,750

 

 

 

4.8

 

 

 

3.9

 

Non-compete agreement

 

 

286

 

 

 

(86

)

 

 

200

 

 

 

5.0

 

 

 

3.5

 

Trade name

 

 

576

 

 

 

(209

)

 

 

367

 

 

 

2.7

 

 

 

1.8

 

Patent licensing agreement

 

 

496

 

 

 

(21

)

 

 

475

 

 

 

15.0

 

 

 

14.4

 

Favorable leases

 

 

247

 

 

 

(67

)

 

 

180

 

 

 

2.0

 

 

 

1.6

 

 

 

$

37,331

 

 

$

(4,337

)

 

$

32,994

 

 

 

8.2

 

 

 

7.3

 

 

Acquisition-related intangibles included in the above table are finite-lived and are being amortized on an accelerated basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are realized. Amortization expense was $2.5 million and $0.3 million for the six months ended June 30, 2018 and 2017, respectively. Intangible assets are carried at cost less accumulated amortization. Amortization expense is recorded to research and development, sales and marketing and general and administrative expense.

The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of June 30, 2018 (in thousands):

 

 

 

Amount

 

2018

 

$

2,530

 

2019

 

 

5,250

 

2020

 

 

5,525

 

2021

 

 

5,829

 

2022

 

 

4,123

 

Thereafter

 

 

9,737

 

 

 

$

32,994

 

 

v3.10.0.1
Balance sheet components
6 Months Ended
Jun. 30, 2018
Balance Sheet Related Disclosures [Abstract]  
Balance sheet components

6. Balance sheet components

Cash equivalents and marketable securities

The following is a summary of cash equivalents and marketable securities (in thousands):

 

 

 

June 30, 2018

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

Money market funds

 

$

48,000

 

 

$

 

 

$

 

 

$

48,000

 

Certificates of deposit

 

 

300

 

 

 

 

 

 

 

 

 

300

 

U.S. treasury notes

 

 

4,999

 

 

 

 

 

 

(8

)

 

 

4,991

 

U.S. government agency securities

 

 

31,387

 

 

 

 

 

 

(101

)

 

 

31,286

 

Convertible note

 

 

900

 

 

 

 

 

 

 

 

 

900

 

 

 

$

85,586

 

 

$

 

 

$

(109

)

 

$

85,477

 

Reported as:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

42,694

 

Restricted cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,307

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,476

 

Total cash equivalents, restricted cash and

   marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

$

85,477

 

 

 

 

December 31, 2017

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

Money market funds

 

$

5,998

 

 

$

 

 

$

 

 

$

5,998

 

Certificates of deposit

 

 

300

 

 

 

 

 

 

 

 

 

300

 

U.S. treasury notes

 

 

12,010

 

 

 

 

 

 

(19

)

 

 

11,991

 

U.S. government agency securities

 

 

46,451

 

 

 

 

 

 

(152

)

 

 

46,299

 

 

 

$

64,759

 

 

$

 

 

$

(171

)

 

$

64,588

 

Reported as:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

592

 

Restricted cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,406

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58,590

 

Total cash equivalents, restricted cash and

   marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

$

64,588

 

 

The total amount of unrealized losses at June 30, 2018 was $109,000. The total fair value of investments with unrealized losses at June 30, 2018 was $36.3 million. None of the available-for-sale securities held as of June 30, 2018 has been in a continuous unrealized loss position for more than one year. At June 30, 2018, unrealized losses on available-for-sale investments are not attributed to credit risk and are considered to be temporary. The Company believes it is more likely than not that investments in an unrealized loss position will be held until maturity or the recovery of the cost basis of the investment. To date, the Company has not identified any other-than-temporary declines in market value and thus has not recorded any impairment charges.

 

At June 30, 2018, the remaining contractual maturities of available-for-sale securities ranged from five to ten months. For the six months ended June 30, 2018, there were $23,000 realized losses on available-for-sale securities.

 

Property and equipment, net

Property and equipment consisted of the following (in thousands):

 

 

 

June 30,

2018

 

 

December 31,

2017

 

Leasehold improvements

 

$

12,856

 

 

$

12,623

 

Laboratory equipment

 

 

22,594

 

 

 

17,705

 

Equipment under capital lease

 

 

6,957

 

 

 

11,446

 

Computer equipment

 

 

4,087

 

 

 

4,023

 

Software

 

 

2,554

 

 

 

2,520

 

Furniture and fixtures

 

 

626

 

 

 

569

 

Automobiles

 

 

20

 

 

 

20

 

Construction-in-progress

 

 

1,098

 

 

 

965

 

Total property and equipment, gross

 

 

50,792

 

 

 

49,871

 

Accumulated depreciation and amortization

 

 

(21,976

)

 

 

(19,530

)

Total property and equipment, net

 

$

28,816

 

 

$

30,341

 

 

Depreciation expense was $2.3 million and $1.6 million for the three months ended June 30, 2018 and 2017, respectively, and $4.4 million and $3.2 million for the six months ended June 30, 2018 and 2017, respectively.

 

Other assets

 

Other assets consisted of the following (in thousands):

 

 

 

June 30,

2018

 

 

December 31,

2017

 

Asset associated with investment in privately held company

 

$

675

 

 

$

 

Capitalized financing costs

 

 

 

 

 

170

 

Security deposits

 

 

416

 

 

 

406

 

Prepaid license

 

 

238

 

 

 

 

Total other assets

 

$

1,329

 

 

$

576

 

 

Accrued liabilities

Accrued liabilities consisted of the following (in thousands):

 

 

 

June 30,

2018

 

 

December 31,

2017

 

Liabilities associated with business combinations

 

$

8,527

 

 

$

9,497

 

Accrued compensation and related expenses

 

 

6,970

 

 

 

7,406

 

Accrued professional services

 

 

703

 

 

 

1,077

 

Liability associated with investment in privately held company

 

 

675

 

 

 

 

Accrued laboratory materials purchases

 

 

841

 

 

 

1,242

 

Deferred revenue

 

 

763

 

 

 

307

 

Lease incentive obligation, current

 

 

502

 

 

 

489

 

Accrued outsourced services

 

 

71

 

 

 

142

 

Other

 

 

3,514

 

 

 

2,582

 

Total accrued liabilities

 

$

22,566

 

 

$

22,742

 

 

Other long-term liabilities

Other long-term liabilities consisted of the following (in thousands):

 

 

 

June 30,

2018

 

 

December 31,

2017

 

Lease incentive obligation, non-current

 

$

3,587

 

 

$

3,831

 

Deferred rent, non-current

 

 

5,376

 

 

 

5,153

 

Liabilities associated with business combination

 

 

 

 

 

3,779

 

Other non-current liabilities

 

 

822

 

 

 

677

 

Total other long-term liabilities

 

$

9,785

 

 

$

13,440

 

 

v3.10.0.1
Fair value measurements
6 Months Ended
Jun. 30, 2018
Fair Value Disclosures [Abstract]  
Fair value measurements

7. Fair value measurements

 

Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity.

The three-level hierarchy for the inputs to valuation techniques is summarized as follows:

Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.

Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable.

Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions.

The following tables set forth the fair value of the Company’s consolidated financial instruments that were measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 (in thousands):

 

 

 

June 30, 2018

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

48,000

 

 

$

 

 

$

 

 

$

48,000

 

Certificates of deposit

 

 

 

 

 

300

 

 

 

 

 

 

300

 

U.S. treasury notes

 

 

4,991

 

 

 

 

 

 

 

 

 

4,991

 

U.S. government agency securities

 

 

 

 

 

31,286

 

 

 

 

 

 

31,286

 

Convertible note

 

 

 

 

 

 

 

 

900

 

 

 

900

 

Total financial assets

 

$

52,991

 

 

$

31,586

 

 

$

900

 

 

$

85,477

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 

 

$

 

 

$

4,651

 

 

$

4,651

 

Total financial liabilities

 

$

 

 

$

 

 

$

4,651

 

 

$

4,651

 

 

 

 

December 31, 2017

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

5,998

 

 

$

 

 

$

 

 

$

5,998

 

Certificates of deposit

 

 

 

 

 

300

 

 

 

 

 

 

300

 

U.S. treasury notes

 

 

11,991

 

 

 

 

 

 

 

 

 

11,991

 

U.S. government agency securities

 

 

 

 

 

46,299

 

 

 

 

 

 

46,299

 

Total financial assets

 

$

17,989

 

 

$

46,599

 

 

$

 

 

$

64,588

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 

 

$

 

 

$

3,779

 

 

$

3,779

 

Total financial liabilities

 

$

 

 

$

 

 

$

3,779

 

 

$

3,779

 

There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.

 

The following tables present the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands):

 

 

 

Level 3

 

 

 

Contingent

Consideration

Liability

 

Balance as of December 31, 2017

 

$

3,779

 

Change in estimate of fair value

 

 

872

 

Balance as of June 30, 2018

 

$

4,651

 

 

 

 

Level 3

 

 

 

Convertible

Note

 

Balance as of December 31, 2017

 

$

 

Convertible note

 

 

900

 

Balance as of June 30, 2018

 

$

900

 

 

The Company’s debt securities of U.S. government agency entities are classified as Level 2 as they are valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to benchmark yields, interest rate curves, reported trades, broker/dealer quotes and reference data.

 

The Company’s convertible note receivable is classified as Level 3 as it is valued based upon market interest rates for similar debt instruments, estimates of the debtor’s ability to repay the note and estimates of the likelihood of future events occurring which would trigger repayment of the note, all of which were significant inputs in the Level 3 measurement not supported by market activity.

As of June 30, 2018, the Company had a contingent obligation up to $5.0 million payable in the Company’s common stock to the former owners of AltaVoice in conjunction with the Company’s acquisition of AltaVoice in January 2017. The amount of the contingent obligation is dependent upon future revenues attributable to AltaVoice. If revenue attributable to AltaVoice for the combined period of 2017 and 2018 is at least $10 million, the Company will make a payment of up to $5.0 million in the Company’s common stock on March 31, 2019. The Company estimated the fair value of the contingent obligation at $2.2 million at the acquisition date of January 6, 2017, based on a Monte Carlo simulation, as well as estimates of the 30-day trailing price of its stock at certain dates, its volatility assumptions and its revenue forecasts, all of which were significant inputs in the Level 3 measurement not supported by market activity. The value of the contingent obligation is remeasured to fair value at each reporting date. Changes to revenue forecasts can significantly affect the estimated fair value of the contingent obligation. Changes in estimated fair value are recorded quarterly as general and administrative expense until the contingent obligation is paid or expires. The total of changes in the fair value of the contingent obligation between the acquisition date and June 30, 2018 was an increase of $2.5 million.

The fair value of the Company’s outstanding debt is estimated using the net present value of future debt payments, discounted at an interest rate that is consistent with market interest rates, which is a Level 2 input. The carrying amount and the estimated fair value of the Company’s outstanding debt at June 30, 2018 and December 31, 2017, are as follows (in thousands):

 

 

 

June 30, 2018

 

 

December 31, 2017

 

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Carrying

Amount

 

 

Fair

Value

 

Debt

 

$

58,636

 

 

$

60,281

 

 

$

39,084

 

 

$

40,526

 

 

v3.10.0.1
Investment in Privately Held Company
6 Months Ended
Jun. 30, 2018
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Investment in Privately Held Company

8. Investment in privately-held company

 

On March 15, 2018, the Company entered into a collaboration agreement with KEW, Inc. (“KEW”), a privately-held comprehensive genomic profiling company. The Company determined it has a variable interest in a variable interest entity (“VIE”) through its investment in a convertible note issued by KEW. The Company also has other interests in the VIE which are not considered variable interests, namely a licensing agreement for use of the VIE’s proprietary technologies, and a right of first refusal to enter into an agreement for an acquisition of KEW or a sale or exclusive licensing of any of the proprietary technologies on terms similar to those of an offer from a third party.

 

The Company’s maximum exposure to fund losses of the VIE at June 30, 2018 is the amortized cost of the convertible note of $900,000. In addition, and from the inception of the collaboration agreement, the Company must continue to purchase incremental $225,000 convertible notes each month for a minimum term of six months, make monthly payments of $225,000 for the right of first refusal for a minimum term of six months, and make payments for the use of the proprietary technologies under the licensing agreement for a minimum term of one year.

v3.10.0.1
Commitments and contingencies
6 Months Ended
Jun. 30, 2018
Commitments And Contingencies Disclosure [Abstract]  
Commitments and contingencies

9. Commitments and contingencies

Operating leases

In September 2015, the Company entered into a lease agreement for a headquarters and production facility in San Francisco, California. This lease expires in July 2026 and the Company may renew the lease for an additional ten years. The Company determined the lease term to be a ten-year period expiring in 2026. The lease term commenced when the Company took occupancy of the facility in February 2016. In connection with the execution of the lease, the Company provided a security deposit of approximately $4.6 million which is included in restricted cash in the Company’s condensed consolidated balance sheets. Minimum annual rent under the lease is subject to increases based on stated rental adjustment terms. In addition, per the terms of the lease, the Company received a $5.2 million lease incentive in the form of reimbursement from the landlord for a portion of the costs of leasehold improvements the Company made to the facility. The assets purchased with the lease incentive are included in property and equipment, net, in the Company’s condensed consolidated balance sheets and the lease incentive is recognized as a reduction of rental expense on a straight-line basis over the term of the lease. Aggregate future minimum lease payments for the San Francisco facility at June 30, 2018 were approximately $61.0 million.

In addition to the security deposit of approximately $4.6 million for the headquarters and production facility, the Company has provided, as collateral for other leases, security deposits of $0.4 million at June 30, 2018 and December 31, 2017, which are included in other assets in the Company’s condensed consolidated balance sheets. Security deposits relating to Good Start facilities were $0.4 million at both June 30, 2018 and December 31, 2017 and are included in restricted cash in the Company’s condensed consolidated balance sheet as of those dates. Restricted cash at June 30, 2018 and December 31, 2017 also included collateral for a credit card agreement at one of the Company’s financial institutions of $0.3 million Future minimum payments under non-cancelable operating leases as of June 30, 2018 are as follows (in thousands):

 

 

 

Amounts

 

2018 (remainder of year)

 

$

4,821

 

2019

 

 

9,633

 

2020

 

 

9,512

 

2021

 

 

9,727

 

2022

 

 

9,677

 

Thereafter

 

 

29,846

 

Total minimum lease payments

 

$

73,216

 

 

Rent expense was $2.3 million and $1.8 million for the three months ended June 30, 2018 and 2017, respectively and $4.7 million and $4.0 million for the six months ended June 30, 2018 and 2017, respectively.

Debt financing

In July 2015, the Company entered into a Loan and Security Agreement (the “2015 Loan Agreement”) with a bank under which term loans were available for purchases of equipment up to an aggregate of $15.0 million.

On March 15, 2017, the Company entered into a Loan and Security Agreement (the “2017 Loan Agreement”) with a lender pursuant to which the Company borrowed an initial term loan of $40.0 million, and received net proceeds of approximately $39.7 million. In connection with entering into the 2017 Loan Agreement, the Company terminated the 2015 Loan Agreement and repaid in full the balance of its obligations under that agreement, approximately $12.1 million. The payment to the lender under the 2015 Loan Agreement included a prepayment premium of $670,000, which was classified as extinguishment of debt and included in other income (expense), net.

Subject to certain conditions, the Company was eligible to borrow a second term loan pursuant to the 2017 Loan Agreement of $20.0 million in the first quarter of 2018 and did so on March 12, 2018, receiving net proceeds of approximately $19.8 million.

In February 2018 and June 2018, the Company entered into amendments to the 2017 Loan Agreement (the “2018 Amendments”) pursuant to which the Company, subject to certain conditions, is eligible to borrow a third term loan of $20.0 million, during the period from April 2, 2018 to December 31, 2018. If the third term loan becomes available and is not fully drawn, a fee of 1% will be applied to the difference between $20.0 million and the amount drawn. The 2018 Amendments added a quarterly covenant to achieve certain accession volumes. Substantially all other terms of the 2017 Loan Agreement as amended by the 2018 Amendments (the “Amended 2017 Loan Agreement”) are consistent with the terms of the 2017 Loan Agreement.  

Term loans under the Amended 2017 Loan Agreement bear interest at a floating rate equal to an index rate plus 7.73%, where the index rate is the greater of 0.77% or the 30-day U.S. Dollar London Interbank Offered Rate (“LIBOR”) as reported in The Wall Street Journal, with the floating rate resetting monthly subject to a floor of 8.5%. The Company can make monthly interest-only payments until May 1, 2019 (or, subject to certain conditions, May 1, 2020), and thereafter monthly payments of principal and interest are required to fully amortize the borrowed amount by a final maturity date of March 1, 2022. A fee of 5% of each funded draw is due at the earlier of prepayment or loan maturity, a facility fee of 0.5% is due upon funding for each draw, and a prepayment fee of between 1% and 3% of the outstanding balance will apply in the event of a prepayment. Concurrent with each term loan, the Company will grant to the lender a warrant to acquire shares of the Company’s common stock equal to the quotient of 3% of the funded amount divided by a per share exercise price equal to the lower of the average closing price for the previous ten days of trading (calculated on the day prior to funding) or the closing price on the day prior to funding. In connection with the initial term loan, the Company granted the lender warrants to purchase 116,845 shares of common stock at an exercise price of $10.27 per share. The Company classified these warrants as equity and determined their fair value to be $740,000. In connection with the second term loan, the Company granted the lender warrants to purchase 85,482 shares of common stock at an exercise price of $7.02 per share. The Company classified these warrants as equity and determined their fair value to be $383,000. All warrants issued pursuant to the Amended 2017 Loan Agreement have a term of ten years from the date of issuance and include a cashless exercise provision.

The Company’s obligations under the Amended 2017 Loan Agreement are subject to quarterly covenants to achieve certain revenue levels and accessioned test volumes as well as additional covenants, including limits on the Company’s ability to dispose of assets, undergo a change in control, merge with or acquire other entities, incur debt, incur liens, pay dividends or other distributions to holders of its capital stock, repurchase stock and make investments, in each case subject to certain exceptions. At June 30, 2018 the Company was in compliance with all covenants under the Amended 2017 Loan Agreement. The Company’s obligations under the Amended 2017 Loan Agreement are secured by a security interest on substantially all the Company’s assets, excluding its intellectual property.

At June 30, 2018, obligations under the Amended 2017 Loan Agreement were $60.0 million. Debt issuance costs related to the Amended 2017 Loan Agreement totaling $0.6 million and the fair value of warrants totaling $1.1 million were recorded as direct deductions from the debt liability and are being amortized to interest expense over the term of the Amended 2017 Loan Agreement. Future payments under the Amended 2017 Loan Agreement as of June 30, 2018 are as follows (in thousands):

 

 

 

Amounts

 

2018 (remainder of year)

 

$

2,968

 

2019

 

 

19,237

 

2020

 

 

24,218

 

2021

 

 

22,177

 

2022

 

 

8,228

 

Thereafter

 

 

 

Total remaining debt payments

 

 

76,828

 

Less: amount representing debt discount

 

 

(1,364

)

Less: amount representing interest

 

 

(16,828

)

Present value of remaining debt payments

 

 

58,636

 

Less: current portion

 

 

(3,061

)

Total non-current debt obligation

 

$

55,575

 

 

Interest expense related to the Amended 2017 Loan Agreement and the 2015 Loan Agreement totaled $2.9 million (including $0.4 million of non-cash interest expense) and $1.3 million (including $0.2 million of non-cash interest expense) for the six months ended June 30, 2018 and 2017, respectively.

Capital leases

The Company has entered into various capital lease agreements to obtain laboratory equipment. The terms of the capital leases are typically three years with interest rates ranging from 4.3% to 6.4%. The leases are secured by the underlying equipment. The portion of the future payments designated as principal repayment was classified as a capital lease obligation on the condensed consolidated balance sheets.

Future payments under capital leases at June 30, 2018 are as follows (in thousands):

 

                                    

 

Amounts

 

2018 (remainder of year)

 

$

1,049

 

2019

 

 

2,087

 

2020

 

 

1,394

 

2021

 

 

21

 

Total capital lease obligations

 

 

4,551

 

Less: amount representing interest

 

 

(309

)

Present value of net minimum capital lease

   payments

 

 

4,242

 

Less: current portion

 

 

(1,829

)

Total non-current capital lease obligations

 

$

2,413

 

 

Interest expense related to capital leases was $151,000 and $45,000 for the six months ended June 30, 2018 and 2017, respectively.

Property and equipment under capital leases was $7.0 million and $11.4 million as of June 30, 2018 and December 31, 2017, respectively. Accumulated depreciation on these assets was $1.2 million and $3.0 million at June 30, 2018 and December 31, 2017, respectively.

Other commitments

In the normal course of business, the Company enters into various purchase commitments primarily related to service agreements and laboratory supplies. At June 30, 2018, the Company’s total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were $9.4 million.

In addition, at June 30, 2018 the Company is committed to make a minimum of four monthly payments of $450,000 relating to the collaboration agreement with KEW. (See Note 8, “Investment in privately-held company” for further information.)

Guarantees and indemnifications

As permitted under Delaware law and in accordance with the Company’s bylaws, the Company indemnifies its directors and officers for certain events or occurrences while the officer or director is or was serving in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company maintains director and officer liability insurance. This insurance allows the transfer of the risk associated with the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company did not record any liabilities associated with these indemnification agreements at June 30, 2018 or December 31, 2017.

Contingencies

The Company was not a party to any material legal proceedings at June 30, 2018, or at the date of this report. The Company may from time to time become involved in various legal proceedings arising in the ordinary course of business, and the resolution of any such claims could be material.

v3.10.0.1
Stockholders' Equity
6 Months Ended
Jun. 30, 2018
Stockholders Equity Note [Abstract]  
Stockholders' Equity

10. Stockholders’ equity

Public offering

In April 2018, the Company sold, in an underwritten public offering, an aggregate of 12,777,777 shares of its common stock at a price of $4.50 per share, for gross proceeds of $57.5 million and net proceeds of $53.5 million.

Warrant exercises

During the three and six months ended June 30, 2018, the Company received $0.2 million and $3.1 million, respectively, from exercises of warrants issued pursuant the acquisition of CombiMatrix (See Note 4, “Business combinations”).

 

v3.10.0.1
Stock incentive plans
6 Months Ended
Jun. 30, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock incentive plans

11. Stock incentive plans

Stock incentive plans

In 2010, the Company adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors and consultants under terms and provisions established by the Board of Directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than fair market value. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market of the common stock on the grant date, as determined by the Board of Directors. The terms of options granted under the 2010 Plan may not exceed ten years.

In January 2015, the Company adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which became effective upon the closing of the Company’s initial public offering (“IPO”). The 2015 Plan had 4,370,452 shares of common stock reserved for future issuance at the time of its effectiveness, which included 120,452 shares under the 2010 Plan which were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards.

Options granted generally vest over a period of four years. Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the award vests upon the first anniversary of the employee’s date of hire, with the remainder of the award vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule.

RSUs generally vest over a period of three years. Typically, the vesting schedule for RSUs provides that one third of the award vests upon each anniversary of the grant date.

In February 2016, the Company granted PRSUs under the 2015 Plan, which PRSUs could be earned based on the achievement of specified performance conditions measured over a period of approximately 12 months. In February 2017, upon the Audit Committee’s determination of the level of achievement, 352,045 fully vested stock units were awarded to holders of PRSUs.

Based on its evaluations of the probability of achieving performance conditions, the Company recorded stock-based compensation expense of $0.0 million for the three months ended June 30, 2018 and 2017 and $0.0 million and $0.4 million for the six months ended June 30, 2018 and 2017, respectively, related to the PRSUs.

Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except share and per share amounts and years):

 

 

 

Shares

Available

For Grant

 

 

Stock

Options

Outstanding

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

Remaining

Contractual

Life (years)

 

 

Aggregate

Intrinsic

Value (000's)

 

Balances at December 31, 2017

 

 

1,119,792

 

 

 

4,114,874

 

 

$

8.51

 

 

 

7.63

 

 

$

5,128

 

Additional shares reserved

 

 

2,143,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options granted

 

 

(240,000

)

 

 

240,000

 

 

$

8.08

 

 

 

 

 

 

 

 

 

Options cancelled

 

 

118,146

 

 

 

(118,146

)

 

$

9.13

 

 

 

 

 

 

 

 

 

Options exercised

 

 

 

 

 

 

(20,221

)

 

$

2.34

 

 

 

 

 

 

 

 

 

RSUs granted

 

 

(2,844,604

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSUs cancelled

 

 

249,934

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at June 30, 2018

 

 

547,104

 

 

 

4,216,507

 

 

$

8.50

 

 

 

7.11

 

 

$

2,949

 

Options exercisable at June 30, 2018

 

 

 

 

 

 

2,716,615

 

 

$

8.10

 

 

 

6.54

 

 

$

2,879

 

Options vested and expected to vest at

   June 30, 2018

 

 

 

 

 

 

4,037,846

 

 

$

8.46

 

 

 

7.07

 

 

$

2,941

 

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock for stock options that were in-the-money.

The weighted-average fair value of options to purchase common stock granted was $8.08 and $5.97 in the six months ended June 30, 2018, and 2017, respectively. The weighted-average fair value of RSUs granted was $6.68 and $10.25 in the six months ended June 30, 2018 and 2017, respectively.  

The total grant-date fair value of options to purchase common stock vested was $1.8 million and $4.2 million in the six months ended June 30, 2018 and 2017, respectively.

The intrinsic value of options to purchase common stock exercised was $97,000 and $1.1 million in the six months ended June 30, 2018 and 2017, respectively.

The following table summarizes RSU activity for the six months ended June 30, 2018:

 

 

 

Number of

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at December 31, 2017

 

 

2,387,120

 

 

$

9.91

 

RSUs granted

 

 

2,844,604

 

 

$

6.68

 

RSUs vested

 

 

(969,846

)

 

$

8.62

 

RSUs cancelled

 

 

(249,937

)

 

$

9.29

 

Balance at June 30, 2018

 

 

4,011,941

 

 

$

7.97

 

 

 

2015 employee stock purchase plan

In January 2015, the Company adopted the 2015 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the closing of the IPO. Employees participating in the ESPP may purchase common stock at 85% of the lesser of the fair market value of common stock on the purchase date or last trading day preceding the offering date. At June 30, 2018, cash received from payroll deductions pursuant to the ESPP was $0.4 million.

The ESPP provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 and continuing through January 1, 2025. At June 30, 2018, a total of 567,707 shares of common stock are reserved for issuance under the ESPP.

 

 

Stock-based compensation

The Company uses the grant date fair value of its common stock to value both employee and non-employee options when granted. The Company revalues non-employee options each reporting period using the fair market value of the Company’s common stock as of the last day of each reporting period.

In determining the fair value of stock options and ESPP purchases, the Company uses the Black-Scholes option-pricing model and, for stock options, the assumptions discussed below. Each of these inputs is subjective and its determination generally requires significant judgment. The fair value of RSU and PRSU awards is based on the grant date share price. Compensation cost is recognized as expense on a straight-line basis over the vesting period for options and RSUs and on an accelerated basis for PRSUs.

Expected term—The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term).

Expected volatility—Because the Company was privately held until February 2015 and did not have any trading history for its common stock prior to its IPO, the expected volatility was estimated based on the average volatility for comparable publicly-traded life sciences companies, including molecular diagnostic companies, over a period equal to the expected term of the stock option grants. When selecting comparable companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ common stock during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option.

Dividend yield—The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero.

The fair value of share-based payments for options granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing model based on the following assumptions:

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended,

June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Expected term (in years)

 

 

6.00

 

 

 

6.03

 

 

 

6.00

 

 

 

6.03

 

Expected volatility

 

59.58%

 

 

71.74%

 

 

59.58%

 

 

72.64%

 

Risk-free interest rate

 

2.80%

 

 

1.89%

 

 

2.80%

 

 

2.01%

 

Dividend yield

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation related to stock options granted to non-employees is recognized as the stock options vest. The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option-pricing model based on the following assumptions:

 

 

 

As of June 30,

 

 

 

2018

 

 

2017

 

Expected term (in years)

 

 

 

 

6.00 – 8.75

 

Expected volatility

 

 

 

 

71.66 – 77.36%

 

Risk-free interest rate

 

 

 

 

2.02 – 2.21%

 

Dividend yield

 

 

 

 

 

 

 

No stock options granted to non-employees vested in the six months ended June 30, 2018.

 

The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2018 and 2017 included in the condensed consolidated statements of operations (in thousands):

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Cost of revenue

 

 

$

1,082

 

 

$

885

 

 

$

1,573

 

 

$

1,202

 

Research and development

 

 

 

2,032

 

 

 

2,462

 

 

 

3,515

 

 

 

3,757

 

Selling and marketing

 

 

 

1,470

 

 

 

1,489

 

 

 

2,518

 

 

 

2,205

 

General and administrative

 

 

 

1,528

 

 

 

1,493

 

 

 

2,899

 

 

 

2,443

 

Total stock-based compensation expense

 

 

$

6,112

 

 

$

6,329

 

 

$

10,505

 

 

$

9,607

 

 

At June 30, 2018, unrecognized compensation expense related to unvested stock options, net of estimated forfeitures, was $6.7 million, which the Company expects to recognize on a straight-line basis over a weighted-average period of 2.1 years. Unrecognized compensation expense related to RSUs at June 30, 2018, net of estimated forfeitures, was $26.1 million, which the Company expects to recognize on a straight-line basis over a weighted-average period of 2.4 years. At June 30, 2018, there was no capitalized stock-based employee compensation.

v3.10.0.1
Net loss per common share
6 Months Ended
Jun. 30, 2018
Earnings Per Share [Abstract]  
Net loss per common share

12. Net loss per common share

The following table presents the calculation of basic and diluted net loss per share for the three and six months ended June 30, 2018 and 2017 (in thousands, except share and per share amounts):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net loss

 

$

(31,671

)

 

$

(28,557

)

 

$

(67,791

)

 

$

(55,485

)

Shares used in computing net loss per

   share, basic and diluted

 

 

67,806,606

 

 

 

43,226,569

 

 

 

60,775,077

 

 

 

42,808,175

 

Net loss per share, basic and diluted

 

$

(0.47

)

 

$

(0.66

)

 

$

(1.12

)

 

$

(1.30

)

 

The following common stock equivalents have been excluded from diluted net loss per share for the three and six months ended June 30, 2018 and 2017 because their inclusion would be anti-dilutive:

 

 

 

June 30,

 

 

 

2018

 

 

2017

 

Shares of common stock subject to outstanding options

 

 

4,216,507

 

 

 

4,588,072

 

Shares of common stock subject to outstanding warrants

 

 

1,500,886

 

 

 

116,845

 

Shares of common stock subject to outstanding RSUs

 

 

4,011,941

 

 

 

2,217,296

 

Shares of common stock pursuant to ESPP

 

 

75,961

 

 

 

45,384

 

Shares of common stock underlying Series A convertible

  preferred stock

 

 

3,458,823

 

 

 

 

Total shares of common stock equivalents

 

 

13,264,118

 

 

 

6,967,597

 

 

v3.10.0.1
Geographic information
6 Months Ended
Jun. 30, 2018
Segments Geographical Areas [Abstract]  
Geographic information

13. Geographic information

Revenue by country is determined based on the billing address of the customer. The following presents revenue by country for the three and six months ended June 30, 2018 and 2017 (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

United States

 

$

34,899

 

 

$

12,945

 

 

$

60,806

 

 

$

22,123

 

Canada

 

 

1,096

 

 

 

858

 

 

 

2,104

 

 

 

1,457

 

Rest of world

 

 

1,311

 

 

 

533

 

 

 

2,067

 

 

 

1,094

 

Total revenue

 

$

37,306

 

 

$

14,336

 

 

$

64,977

 

 

$

24,674

 

 

All long-lived assets, at June 30, 2018 and December 31, 2017, were located in the United States.

 

v3.10.0.1
Summary of significant accounting policies (Policies)
6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Principles of consolidation

Principles of consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company believes judgment is involved in determining revenue recognition (See Note 3, “Revenue, accounts receivable and deferred revenue” for further information); the acquisition-date fair value of intangible assets; the fair value of contingent consideration associated with acquisitions; the recoverability of long-lived assets; impairment of goodwill and intangible assets; stock-based compensation expense; and income tax uncertainties. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates and assumptions.

Concentrations of credit risk and other risks and uncertainties

Concentrations of credit risk and other risks and uncertainties

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. The Company’s cash and cash equivalents are held by financial institutions in the United States. Such deposits may exceed federally insured limits.

The Company’s 10% or greater customers and their related revenue as a percentage of total revenue were as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Medicare

 

 

 

18.0

%

 

 

10.5

%

 

 

17.2

%

 

 

12.1

%

United Healthcare

 

 

*

 

 

 

10.4

%

 

*

 

 

 

10.0

%

*    Less than 10% of total revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company’s significant customers and their related accounts receivable balance as percentage of total accounts receivable were as follows:

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

 

 

2018

 

2017

 

Medicare

 

 

 

 

 

 

*

 

 

13.1

%

*    Less than 10% of total accounts receivable

 

 

 

 

 

 

 

 

 

Accounts receivable

Accounts receivable

The Company receives payment for its tests from partners, patients, institutional customers and third-party payers. See Note 3, “Revenue, accounts receivable and deferred revenue” for further information.

Business combinations

Business combinations

The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods.

In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under FASB Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity, the Company recognizes a liability equal to the fair value of the contingent payments the Company expects to make as of the acquisition date. The Company remeasures this liability each reporting period and records changes in the fair value as a component of operating expenses.

Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition.

Goodwill

Goodwill

In accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”), the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Under ASC 350, the Company performs annual impairment reviews of its goodwill balance during the fourth fiscal quarter. In testing for impairment, the Company compares the fair value of its reporting unit to its carrying value including the goodwill of that unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit.

The Company did not incur any goodwill impairment losses in any of the periods presented.

Fair value of financial instruments

Fair value of financial instruments

The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, capital leases and debt. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to the Company, the carrying value of capital leases approximates fair value.

See Note 7, “Fair value measurements” for disclosure of the fair value of debt and further information on the fair value of the Company’s financial instruments.

Variable interest entity

Variable interest entity

The Company has a variable interest in a variable interest entity (“VIE”) through an investment in a convertible note issued by the VIE. The convertible notes do not provide the Company with voting rights in the VIE or with power to direct the activities of the VIE which most significantly affect its economic performance. The Company is not the VIE’s primary beneficiary and does not consolidate the VIE. The Company will continue to assess its investment and future commitments to the VIE. To the extent its relationship with the VIE changes the Company may be required to consolidate the VIE in future periods.

See Note 6, “Balance sheet components”, Note 7, “Fair value measurements” and Note 8, “Investment in privately held company” for additional disclosures related to the convertible notes, which are recorded as available-for-sale securities.

Revenue recognition

Revenue recognition

The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. All revenues are generated from contracts with customers.

Test revenue is generated primarily from the sale of tests that provide analysis and associated interpretation of the sequencing of parts of the genome. Revenue associated with subsequent re-requisition services and family variant tests was de minimis for all periods presented.

Other revenue consists primarily of revenue from genome network subscription services which is recognized on a straight-line basis over the subscription term, and revenue from collaboration agreements.

Cost of test revenue

Cost of test revenue

Cost of test revenue reflects the aggregate costs incurred in delivering the genetic testing results to clinicians and includes expenses for personnel-related costs including stock-based compensation, materials and supplies, equipment and infrastructure expenses associated with testing and allocated overhead including rent, equipment depreciation and utilities.

Net loss per common share

Net loss per common share

Basic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities, consisting of preferred stock, options to purchase common stock, common stock warrants, RSUs and PRSUs, are considered to be common stock equivalents and were excluded from the calculation of diluted net loss per share because their effect would be antidilutive for all periods presented.

Recent accounting pronouncements

Recent accounting pronouncements

The Company evaluates all ASUs issued by the FASB for consideration of their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s condensed consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under the new guidance, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 is effective for annual and interim periods beginning after December 15, 2018 and early adoption is permitted. The adoption of ASU 2018-07 is not expected to have a significant effect upon the Company’s consolidated financial statements, related disclosures and ongoing financial reporting. The Company plans to implement ASU 2018-07 on January 1, 2019.

In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220). Under the new guidance, entities will be permitted to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform to retained earnings. ASU 2018-02 is effective for annual and interim periods beginning after December 15, 2018 and early adoption is permitted. When adopted, ASU 2018-02 requires all entities to make new disclosures, regardless of whether they elect to reclassify stranded amounts. The Company is evaluating the effect that ASU 2018-02 will have on its consolidated financial statements, related disclosures and ongoing financial reporting. The Company has not yet selected an implementation date for ASU 2018-02.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lessor accounting under ASU 2016-02 is largely unchanged. ASU 2016-02 is effective for annual and interim periods beginning on or after December 15, 2018 and early adoption is permitted. Under ASU 2016-02, lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In March 2017, the FASB voted to allow an optional transition method under which companies may record a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption (January 1, 2019) and apply existing lease accounting guidance in comparative periods ending prior to January 1, 2019. Lessees and lessors may not apply a full retrospective transition approach.

The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements, related disclosures and ongoing financial reporting. The Company expects implementation of ASU 2016-02 will result in the recognition of significant right of use assets and corresponding lease liabilities in its consolidated balance sheets, principally relating to the Company’s facilities leases. The Company plans to implement ASU 2016-02 on January 1, 2019.

Recently adopted accounting pronouncements – Revenue recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), designed to enable users of financial statements to better understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On January 1, 2018, the Company adopted the provisions of Topic 606 using the modified retrospective method. From adoption to date, the Company has recognized all its revenue from contracts with customers within the scope of Topic 606. In connection with the adoption, the Company recognized the cumulative effect of initially applying this standard as an adjustment to retained earnings on the date of adoption. Comparative information prior to the date of adoption has not been restated and continues to be reported under the accounting standards in effect for those periods.

In connection with the adoption of Topic 606, the Company amended its revenue recognition policy to provide for the recognition of certain variable consideration related to diagnostic tests that was previously deferred pending cash collection. Under Topic 606, the Company records variable consideration based on an estimate of the consideration to which it will be entitled.

Revenue recognition

Adoption of Topic 606, "Revenue from Contracts with Customers"

On January 1, 2018, the Company adopted Topic 606 using the modified retrospective transition method. The provisions of Topic 606 were applied to all customer contracts that were not completed as of the date of adoption. Prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for those periods.

The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. All revenues are generated from contracts with customers.

Diagnostic tests

The majority of the Company’s revenue is generated from genetic testing services that provide analysis and associated interpretation of the sequencing of parts of the genome. Test orders are placed under written requisitions signed by the patient and/or medical provider, and the Company often enters into contracts with institutions (e.g., hospitals and clinics) and insurance companies that include pricing provisions under which such tests are billed. Billing terms are generally net thirty days.

While the transaction price of diagnostic tests is originally established either via contract or pursuant to the Company’s standard list price, the Company often provides concessions for tests billed to insurance carriers, and therefore the transaction price for patient insurance-billed tests is considered to be variable and revenue is recognized based on an estimate of the consideration to which the Company will be entitled at an amount for which it is probable that a reversal of cumulative consideration will not occur. Making these estimates requires significant judgments based upon such factors as length of payer relationship, historical payment patterns, changes in contract provisions and insurance reimbursement policies. These judgments are reviewed quarterly and revenue recognized is updated, as necessary, until the Company’s obligations are fully settled.

In connection with some diagnostic test orders, the Company offers limited re-requisition rights (“Re-Requisition Rights”) that are considered distinct at contract inception, and therefore certain diagnostic test orders contain two performance obligations, the performance of the original test and the Re-Requisition Rights. When Re-Requisition Rights are granted, the Company allocates the transaction price to each performance obligation based on the relative estimated standalone selling prices. In order to comply with loss contract rules, the allocations are adjusted, if necessary, to ensure the amount deferred for Re-Requisition Rights is no less than the estimated cost of fulfilling the Company’s related obligations.

The Company looks to transfer of control in assessing timing of recognition of revenue in connection with each performance obligation. In general, revenue in connection with diagnostic tests is recognized upon delivery of the underlying clinical report or when the report is made available on the Company’s web portal. Outstanding performance obligations pertaining to orders received but for which the underlying report has not been issued are generally satisfied within a thirty-day period. Revenue in connection with Re-Requisition Rights is recognized as the rights are exercised or expire unexercised, which is generally within ninety days of initial deferral.

Other contracts

The Company also enters into collaboration and genome network contracts. Collaboration agreements provide customers with diagnostic testing and related data aggregation reporting services that are provided over the contract term. Collaboration revenue is recognized as the testing and reporting services are delivered to the customer. Genome network offerings consist of subscription services related to a proprietary software platform designed to connect patients, clinicians, advocacy organizations, researchers and therapeutic developers to accelerate the understanding, diagnosis and treatment of hereditary disease. Such services are recognized on a straight-line basis over the subscription periods.

Amounts due under collaboration and genome network agreements are typically billable on net thirty-day terms.

 

Prior period reclassifications

Prior period reclassifications

Statement of cash flow amounts in prior periods have been reclassified to conform with current period presentation, which separates amortization of debt issuance costs from depreciation and amortization. 

v3.10.0.1
Summary of significant accounting policies (Tables)
6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Summary of significant customers as percentage of total revenue and total accounts receivable

The Company’s 10% or greater customers and their related revenue as a percentage of total revenue were as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Medicare

 

 

 

18.0

%

 

 

10.5

%

 

 

17.2

%

 

 

12.1

%

United Healthcare

 

 

*

 

 

 

10.4

%

 

*

 

 

 

10.0

%

*    Less than 10% of total revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company’s significant customers and their related accounts receivable balance as percentage of total accounts receivable were as follows:

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

 

 

2018

 

2017

 

Medicare

 

 

 

 

 

 

*

 

 

13.1

%

*    Less than 10% of total accounts receivable

 

 

 

 

 

 

 

 

 

v3.10.0.1
Revenue, accounts receivable and deferred revenue (Tables)
6 Months Ended
Jun. 30, 2018
Revenue From Contract With Customer [Abstract]  
Summary of impact of adoption of topic 606 on condensed consolidated statement of operations and balance sheet

The effect of the adoption of Topic 606 upon financial statement line items in the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2018, and the Company’s condensed consolidated balance sheet as of June 30, 2018 was as follows (in thousands, except per share amounts):

 

 

 

Three Months Ended June 30, 2018

 

 

 

 

 

 

 

Without

 

 

Effect of

 

 

 

 

 

 

 

Adoption of

 

 

Adoption

 

 

 

As Reported

 

 

Topic 606

 

 

Higher/(Lower)

 

Test revenue

 

$

36,350

 

 

$

36,479

 

 

$

(129

)

Net loss

 

$

(31,671

)

 

$

(31,542

)

 

$

(129

)

Net loss per share, basic and diluted

 

$

(0.47

)

 

$

(0.47

)

 

$

 

 

 

 

Six Months Ended June 30, 2018

 

 

 

 

 

 

 

Without

 

 

Effect of

 

 

 

 

 

 

 

Adoption of

 

 

Adoption

 

 

 

As Reported

 

 

Topic 606

 

 

Higher/(Lower)

 

Test revenue

 

$

63,403

 

 

$

63,459

 

 

$

(56

)

Net loss

 

$

(67,791

)

 

$

(67,735

)

 

$

(56

)

Net loss per share, basic and diluted

 

$

(1.12

)

 

$

(1.11

)

 

$

(0.01

)

 

 

 

As of June 30, 2018

 

 

 

 

 

 

 

Without

 

 

Effect of

 

 

 

 

 

 

 

Adoption of

 

 

Adoption

 

 

 

As Reported

 

 

Topic 606

 

 

Higher/(Lower)

 

Accounts receivable, net

 

$

25,058

 

 

$

12,671

 

 

$

12,387

 

Accumulated deficit

 

$

(455,148

)

 

$

(466,444

)

 

$

11,296

 

Stockholders' equity

 

$

138,647

 

 

$

127,351

 

 

$

11,296

 

 

Schedule of disaggregated revenue by payer category

The following table includes the Company’s revenues as disaggregated by payer category (in thousands, unaudited):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017 (1)

 

 

2018

 

 

2017 (1)

 

Diagnostic tests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Institutions

 

$

8,572

 

 

$

2,619

 

 

$

15,803

 

 

$

5,219

 

Patient - direct

 

 

3,575

 

 

 

849

 

 

 

6,425

 

 

 

1,606

 

Patient - insurance

 

 

24,203

 

 

 

10,124

 

 

 

41,175

 

 

 

16,462

 

Total diagnostic tests

 

 

36,350

 

 

 

13,592

 

 

 

63,403

 

 

 

23,287

 

Collaboration and genome network

 

 

956

 

 

 

744

 

 

 

1,574

 

 

 

1,387

 

Total revenues

 

$

37,306

 

 

$

14,336

 

 

$

64,977

 

 

$

24,674

 

 

v3.10.0.1
Business combinations (Tables)
6 Months Ended
Jun. 30, 2018
AltaVoice  
Summary of fair values of assets acquired and liabilities assumed

The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands):

 

Cash

 

$

54

 

Accounts receivable

 

 

274

 

Prepaid expense and other assets

 

 

52

 

Non-compete agreement

 

 

286

 

Developed technology

 

 

570

 

Customer relationships

 

 

3,389

 

Total identifiable assets acquired

 

 

4,625

 

Accounts payable

 

 

(28

)

Deferred revenue

 

 

(202

)

Accrued expenses

 

 

(21

)

Deferred tax liability

 

 

(1,422

)

Total liabilities assumed

 

 

(1,673

)

Net identifiable assets acquired

 

 

2,952

 

Goodwill

 

 

9,432

 

Net assets acquired

 

$

12,384

 

 

Schedule of economic benefits of intangible assets are expected to be realized

Acquisition-related intangibles included in the above table are finite-lived. Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of ten years. All other acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands):

 

 

Gross

Purchased

Intangible

Assets

 

 

Estimated

Useful

Life

(in Years)

 

Non-compete agreement

 

$

286

 

 

 

5

 

Developed technology

 

 

570

 

 

 

6

 

Customer relationships

 

 

3,389

 

 

 

10

 

 

 

$

4,245

 

 

 

 

 

 

Ommdom, Inc.  
Summary of fair values of assets acquired and liabilities assumed

The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands):

Cash

 

$

53

 

Accounts receivable

 

 

10

 

Prepaid expense and other assets

 

 

4

 

Trade name

 

 

13

 

Developed technology

 

 

2,335

 

Customer relationships

 

 

147

 

Total identifiable assets acquired

 

 

2,562

 

Accounts payable

 

 

(16

)

Accrued expenses

 

 

(17

)

Deferred tax liability

 

 

(434

)

Total liabilities assumed

 

 

(467

)

Net identifiable assets acquired

 

 

2,095

 

Goodwill

 

 

4,045

 

Net assets acquired

 

$

6,140

 

 

Schedule of economic benefits of intangible assets are expected to be realized

Finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands):

 

 

 

Gross

Purchased

Intangible

Assets

 

 

Estimated

Useful

Life

(in Years)

 

Trade name

 

$

13

 

 

 

5

 

Developed technology

 

 

2,335

 

 

 

5

 

Customer relationships

 

 

147

 

 

 

5

 

 

 

$

2,495

 

 

 

 

 

 

Good Start Genetics  
Summary of fair values of assets acquired and liabilities assumed

The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands):

 

Cash and restricted cash

 

$

1,381

 

Accounts receivable

 

 

2,262

 

Prepaid expense and other assets

 

 

1,579

 

Property and equipment

 

 

1,320

 

Trade name

 

 

460

 

Developed technology

 

 

5,896

 

Customer relationships

 

 

7,830

 

Total identifiable assets acquired

 

 

20,728

 

Accounts payable

 

 

(5,418

)

Accrued expenses

 

 

(6,802

)

Notes payable

 

 

(17,904

)

Convertible promissory notes payable

 

 

(15,430

)

Other liabilities

 

 

(222

)

Total liabilities assumed

 

 

(45,776

)

Net identifiable assets acquired

 

 

(25,048

)

Goodwill

 

 

25,048

 

Net assets acquired

 

$

 

 

Schedule of economic benefits of intangible assets are expected to be realized

Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of eight years. All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands):

 

 

 

Gross

Purchased

Intangible

Assets

 

 

Estimated

Useful

Life

(in Years)

 

Trade name

 

$

460

 

 

 

3

 

Developed technology

 

 

5,896

 

 

 

5

 

Customer relationships

 

 

7,830

 

 

 

8

 

 

 

$

14,186

 

 

 

 

 

 

CombiMatrix  
Summary of fair values of assets acquired and liabilities assumed

The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands):

Cash and restricted cash

 

$

1,333

 

Accounts receivable

 

 

4,118

 

Prepaid expense and other assets

 

 

1,299

 

Property and equipment

 

 

437

 

Other assets - non current

 

 

30

 

Favorable leases

 

 

247

 

Trade name

 

 

103

 

Patent licensing agreement

 

 

496

 

Developed technology

 

 

3,162

 

Customer relationships

 

 

12,397

 

Total identifiable assets acquired

 

 

23,622

 

Accounts payable

 

 

(276

)

Accrued expenses

 

 

(3,925

)

Other liabilities

 

 

(180

)

Total liabilities assumed

 

 

(4,381

)

Net identifiable assets acquired

 

 

19,241

 

Goodwill

 

 

8,692

 

Net assets acquired

 

$

27,933

 

 

Schedule of economic benefits of intangible assets are expected to be realized

Customer relationships are being amortized on an accelerated basis, utilizing free cash flows, over a period of 11 years. All other finite-lived intangibles included in the above table are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands):

 

 

 

Gross

Purchased

Intangible

Assets

 

 

Estimated

Useful

Life

(in Years)

 

Favorable leases

 

$

247

 

 

 

2

 

Trade name

 

 

103

 

 

 

1

 

Patent licensing agreement

 

 

496

 

 

 

15

 

Developed technology

 

 

3,162

 

 

 

4

 

Customer relationships

 

 

12,397

 

 

 

11

 

 

 

$

16,405

 

 

 

 

 

 

v3.10.0.1
Goodwill and intangible assets (Tables)
6 Months Ended
Jun. 30, 2018
Goodwill And Intangible Assets Disclosure [Abstract]  
Summary of goodwill

Details of the Company’s goodwill for the six months ended June 30, 2018 are as follows (in thousands):

 

 

 

AltaVoice

 

 

Ommdom

 

 

Good Start

 

 

CombiMatrix

 

 

Total

 

Balance as of December 31, 2017

 

$

9,432

 

 

$

4,045

 

 

$

24,406

 

 

$

8,692

 

 

$

46,575

 

Goodwill adjustment

 

 

 

 

 

 

 

 

642

 

 

 

 

 

 

642

 

Balance as of June 30, 2018

 

$

9,432

 

 

$

4,045

 

 

$

25,048

 

 

$

8,692

 

 

$

47,217

 

 

Schedule of finite-lived intangible assets

The following table presents details of the Company’s finite-lived intangible assets as of June 30, 2018 (in thousands):

 

 

 

Cost

 

 

Accumulated

Amortization

 

 

Net

 

 

Weighted

Average

Useful Life

(in Years)

 

 

Weighted

Average

Estimated

Remaining

Useful Life

(in Years)

 

Customer relationships

 

$

23,763

 

 

$

(1,741

)

 

$

22,022

 

 

 

10.0

 

 

 

9.1

 

Developed technology

 

 

11,963

 

 

 

(2,213

)

 

 

9,750

 

 

 

4.8

 

 

 

3.9

 

Non-compete agreement

 

 

286

 

 

 

(86

)

 

 

200

 

 

 

5.0

 

 

 

3.5

 

Trade name

 

 

576

 

 

 

(209

)

 

 

367

 

 

 

2.7

 

 

 

1.8

 

Patent licensing agreement

 

 

496

 

 

 

(21

)

 

 

475

 

 

 

15.0

 

 

 

14.4

 

Favorable leases

 

 

247

 

 

 

(67

)

 

 

180

 

 

 

2.0

 

 

 

1.6

 

 

 

$

37,331

 

 

$

(4,337

)

 

$

32,994

 

 

 

8.2

 

 

 

7.3

 

 

Summary of estimated future amortization expense of intangible assets with finite lives

The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of June 30, 2018 (in thousands):

 

 

 

Amount

 

2018

 

$

2,530

 

2019

 

 

5,250

 

2020

 

 

5,525

 

2021

 

 

5,829

 

2022

 

 

4,123

 

Thereafter

 

 

9,737

 

 

 

$

32,994

 

 

v3.10.0.1
Balance sheet components (Tables)
6 Months Ended
Jun. 30, 2018
Balance Sheet Related Disclosures [Abstract]  
Schedule cash, cash equivalents, short-term investments, and long-term investments

The following is a summary of cash equivalents and marketable securities (in thousands):

 

 

 

June 30, 2018

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

Money market funds

 

$

48,000

 

 

$

 

 

$

 

 

$

48,000

 

Certificates of deposit

 

 

300

 

 

 

 

 

 

 

 

 

300

 

U.S. treasury notes

 

 

4,999

 

 

 

 

 

 

(8

)

 

 

4,991

 

U.S. government agency securities

 

 

31,387

 

 

 

 

 

 

(101

)

 

 

31,286

 

Convertible note

 

 

900

 

 

 

 

 

 

 

 

 

900

 

 

 

$

85,586

 

 

$

 

 

$

(109

)

 

$

85,477

 

Reported as:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

42,694

 

Restricted cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,307

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,476

 

Total cash equivalents, restricted cash and

   marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

$

85,477

 

 

 

 

December 31, 2017

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

Money market funds

 

$

5,998

 

 

$

 

 

$

 

 

$

5,998

 

Certificates of deposit

 

 

300

 

 

 

 

 

 

 

 

 

300

 

U.S. treasury notes

 

 

12,010

 

 

 

 

 

 

(19

)

 

 

11,991

 

U.S. government agency securities

 

 

46,451

 

 

 

 

 

 

(152

)

 

 

46,299

 

 

 

$

64,759

 

 

$

 

 

$

(171

)

 

$

64,588

 

Reported as:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

592

 

Restricted cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,406

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58,590

 

Total cash equivalents, restricted cash and

   marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

$

64,588

 

 

Schedule of Property and equipment

Property and equipment consisted of the following (in thousands):

 

 

 

June 30,

2018

 

 

December 31,

2017

 

Leasehold improvements

 

$

12,856

 

 

$

12,623

 

Laboratory equipment

 

 

22,594

 

 

 

17,705

 

Equipment under capital lease

 

 

6,957

 

 

 

11,446

 

Computer equipment

 

 

4,087

 

 

 

4,023

 

Software

 

 

2,554

 

 

 

2,520

 

Furniture and fixtures

 

 

626

 

 

 

569

 

Automobiles

 

 

20

 

 

 

20

 

Construction-in-progress

 

 

1,098

 

 

 

965

 

Total property and equipment, gross

 

 

50,792

 

 

 

49,871

 

Accumulated depreciation and amortization

 

 

(21,976

)

 

 

(19,530

)

Total property and equipment, net

 

$

28,816

 

 

$

30,341

 

 

Summary of other assets

Other assets consisted of the following (in thousands):

 

 

 

June 30,

2018

 

 

December 31,

2017

 

Asset associated with investment in privately held company

 

$

675

 

 

$

 

Capitalized financing costs

 

 

 

 

 

170

 

Security deposits

 

 

416

 

 

 

406

 

Prepaid license

 

 

238

 

 

 

 

Total other assets

 

$

1,329

 

 

$

576

 

 

Schedule of Accrued liabilities

Accrued liabilities consisted of the following (in thousands):

 

 

 

June 30,

2018

 

 

December 31,

2017

 

Liabilities associated with business combinations

 

$

8,527

 

 

$

9,497

 

Accrued compensation and related expenses

 

 

6,970

 

 

 

7,406

 

Accrued professional services

 

 

703

 

 

 

1,077

 

Liability associated with investment in privately held company

 

 

675

 

 

 

 

Accrued laboratory materials purchases

 

 

841

 

 

 

1,242

 

Deferred revenue

 

 

763

 

 

 

307

 

Lease incentive obligation, current

 

 

502

 

 

 

489

 

Accrued outsourced services

 

 

71

 

 

 

142

 

Other

 

 

3,514

 

 

 

2,582

 

Total accrued liabilities

 

$

22,566

 

 

$

22,742

 

 

Schedule of Other long-term liabilities

Other long-term liabilities consisted of the following (in thousands):

 

 

 

June 30,

2018

 

 

December 31,

2017

 

Lease incentive obligation, non-current

 

$

3,587

 

 

$

3,831

 

Deferred rent, non-current

 

 

5,376

 

 

 

5,153

 

Liabilities associated with business combination

 

 

 

 

 

3,779

 

Other non-current liabilities

 

 

822

 

 

 

677

 

Total other long-term liabilities

 

$

9,785

 

 

$

13,440

 

 

v3.10.0.1
Fair value measurements (Tables)
6 Months Ended
Jun. 30, 2018
Fair Value Disclosures [Abstract]  
Financial instruments at fair value on a recurring basis

The following tables set forth the fair value of the Company’s consolidated financial instruments that were measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 (in thousands):

 

 

 

June 30, 2018

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

48,000

 

 

$

 

 

$

 

 

$

48,000

 

Certificates of deposit

 

 

 

 

 

300

 

 

 

 

 

 

300

 

U.S. treasury notes

 

 

4,991

 

 

 

 

 

 

 

 

 

4,991

 

U.S. government agency securities

 

 

 

 

 

31,286

 

 

 

 

 

 

31,286

 

Convertible note

 

 

 

 

 

 

 

 

900

 

 

 

900

 

Total financial assets

 

$

52,991

 

 

$

31,586

 

 

$

900

 

 

$

85,477

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 

 

$

 

 

$

4,651

 

 

$

4,651

 

Total financial liabilities

 

$

 

 

$

 

 

$

4,651

 

 

$

4,651

 

 

 

 

December 31, 2017

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

5,998

 

 

$

 

 

$

 

 

$

5,998

 

Certificates of deposit

 

 

 

 

 

300

 

 

 

 

 

 

300

 

U.S. treasury notes

 

 

11,991

 

 

 

 

 

 

 

 

 

11,991

 

U.S. government agency securities

 

 

 

 

 

46,299

 

 

 

 

 

 

46,299

 

Total financial assets

 

$

17,989

 

 

$

46,599

 

 

$

 

 

$

64,588

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 

 

$

 

 

$

3,779

 

 

$

3,779

 

Total financial liabilities

 

$

 

 

$

 

 

$

3,779

 

 

$

3,779

 

 

Financial instruments measured at fair value on a recurring basis

The following tables present the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands):

 

 

 

Level 3

 

 

 

Contingent

Consideration

Liability

 

Balance as of December 31, 2017

 

$

3,779

 

Change in estimate of fair value

 

 

872

 

Balance as of June 30, 2018

 

$

4,651

 

 

 

Level 3

 

 

 

Convertible

Note

 

Balance as of December 31, 2017

 

$

 

Convertible note

 

 

900

 

Balance as of June 30, 2018

 

$

900

 

 

Carrying amount and the estimated fair value of the Company's outstanding debt

The carrying amount and the estimated fair value of the Company’s outstanding debt at June 30, 2018 and December 31, 2017, are as follows (in thousands):

 

 

 

June 30, 2018

 

 

December 31, 2017

 

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Carrying

Amount

 

 

Fair

Value

 

Debt

 

$

58,636

 

 

$

60,281

 

 

$

39,084

 

 

$

40,526

 

 

v3.10.0.1
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2018
Commitments And Contingencies Disclosure [Abstract]  
Schedule of future minimum payments under operating leases

Future minimum payments under non-cancelable operating leases as of June 30, 2018 are as follows (in thousands):

 

 

 

Amounts

 

2018 (remainder of year)

 

$

4,821

 

2019

 

 

9,633

 

2020

 

 

9,512

 

2021

 

 

9,727

 

2022

 

 

9,677

 

Thereafter

 

 

29,846

 

Total minimum lease payments

 

$

73,216

 

 

Schedule of future payments under amended 2017 loan agreement

Future payments under the Amended 2017 Loan Agreement as of June 30, 2018 are as follows (in thousands):

 

 

 

Amounts

 

2018 (remainder of year)

 

$

2,968

 

2019

 

 

19,237

 

2020

 

 

24,218

 

2021

 

 

22,177

 

2022

 

 

8,228

 

Thereafter

 

 

 

Total remaining debt payments

 

 

76,828

 

Less: amount representing debt discount

 

 

(1,364

)

Less: amount representing interest

 

 

(16,828

)

Present value of remaining debt payments

 

 

58,636

 

Less: current portion

 

 

(3,061

)

Total non-current debt obligation

 

$

55,575

 

 

Schedule of future minimum lease payments under capital leases

Future payments under capital leases at June 30, 2018 are as follows (in thousands):

 

                                    

 

Amounts

 

2018 (remainder of year)

 

$

1,049

 

2019

 

 

2,087

 

2020

 

 

1,394

 

2021

 

 

21

 

Total capital lease obligations

 

 

4,551

 

Less: amount representing interest

 

 

(309

)

Present value of net minimum capital lease

   payments

 

 

4,242

 

Less: current portion

 

 

(1,829

)

Total non-current capital lease obligations

 

$

2,413

 

 

v3.10.0.1
Stock incentive plans (Tables)
6 Months Ended
Jun. 30, 2018
Schedule of activity under the plans

Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except share and per share amounts and years):

 

 

 

Shares

Available

For Grant

 

 

Stock

Options

Outstanding

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

Remaining

Contractual

Life (years)

 

 

Aggregate

Intrinsic

Value (000's)

 

Balances at December 31, 2017

 

 

1,119,792

 

 

 

4,114,874

 

 

$

8.51

 

 

 

7.63

 

 

$

5,128

 

Additional shares reserved

 

 

2,143,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options granted

 

 

(240,000

)

 

 

240,000

 

 

$

8.08

 

 

 

 

 

 

 

 

 

Options cancelled

 

 

118,146

 

 

 

(118,146

)

 

$

9.13

 

 

 

 

 

 

 

 

 

Options exercised

 

 

 

 

 

 

(20,221

)

 

$

2.34

 

 

 

 

 

 

 

 

 

RSUs granted

 

 

(2,844,604

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSUs cancelled

 

 

249,934

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at June 30, 2018

 

 

547,104

 

 

 

4,216,507

 

 

$

8.50

 

 

 

7.11

 

 

$

2,949

 

Options exercisable at June 30, 2018

 

 

 

 

 

 

2,716,615

 

 

$

8.10

 

 

 

6.54

 

 

$

2,879

 

Options vested and expected to vest at

   June 30, 2018

 

 

 

 

 

 

4,037,846

 

 

$

8.46

 

 

 

7.07

 

 

$

2,941

 

 

Summary of RSU activity

The following table summarizes RSU activity for the six months ended June 30, 2018:

 

 

 

Number of

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at December 31, 2017

 

 

2,387,120

 

 

$

9.91

 

RSUs granted

 

 

2,844,604

 

 

$

6.68

 

RSUs vested

 

 

(969,846

)

 

$

8.62

 

RSUs cancelled

 

 

(249,937

)

 

$

9.29

 

Balance at June 30, 2018

 

 

4,011,941

 

 

$

7.97

 

 

Summary of stock based compensation expense related to stock options included in consolidated statements of operations

The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2018 and 2017 included in the condensed consolidated statements of operations (in thousands):

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Cost of revenue

 

 

$

1,082

 

 

$

885

 

 

$

1,573

 

 

$

1,202

 

Research and development

 

 

 

2,032

 

 

 

2,462

 

 

 

3,515

 

 

 

3,757

 

Selling and marketing

 

 

 

1,470

 

 

 

1,489

 

 

 

2,518

 

 

 

2,205

 

General and administrative

 

 

 

1,528

 

 

 

1,493

 

 

 

2,899

 

 

 

2,443

 

Total stock-based compensation expense

 

 

$

6,112

 

 

$

6,329

 

 

$

10,505

 

 

$

9,607

 

 

Options  
Schedule of assumptions used in determination of fair value of options using Black-Scholes model

The fair value of share-based payments for options granted to employees and directors was estimated on the date of grant using the Black-Scholes option-pricing model based on the following assumptions:

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended,

June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Expected term (in years)

 

 

6.00

 

 

 

6.03

 

 

 

6.00

 

 

 

6.03

 

Expected volatility

 

59.58%

 

 

71.74%

 

 

59.58%

 

 

72.64%

 

Risk-free interest rate

 

2.80%

 

 

1.89%

 

 

2.80%

 

 

2.01%

 

Dividend yield

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Employee Options  
Schedule of assumptions used in determination of fair value of options using Black-Scholes model

The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option-pricing model based on the following assumptions:

 

 

 

As of June 30,

 

 

 

2018

 

 

2017

 

Expected term (in years)

 

 

 

 

6.00 – 8.75

 

Expected volatility

 

 

 

 

71.66 – 77.36%

 

Risk-free interest rate

 

 

 

 

2.02 – 2.21%

 

Dividend yield

 

 

 

 

 

 

 

v3.10.0.1
Net loss per common share (Tables)
6 Months Ended
Jun. 30, 2018
Earnings Per Share [Abstract]  
Schedule of Earnings per share, basic and diluted

The following table presents the calculation of basic and diluted net loss per share for the three and six months ended June 30, 2018 and 2017 (in thousands, except share and per share amounts):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net loss

 

$

(31,671

)

 

$

(28,557

)

 

$

(67,791

)

 

$

(55,485

)

Shares used in computing net loss per

   share, basic and diluted

 

 

67,806,606

 

 

 

43,226,569

 

 

 

60,775,077

 

 

 

42,808,175

 

Net loss per share, basic and diluted

 

$

(0.47

)

 

$

(0.66

)

 

$

(1.12

)

 

$

(1.30

)

 

Schedule of Antidilutive securities excluded from computation of earnings per share

The following common stock equivalents have been excluded from diluted net loss per share for the three and six months ended June 30, 2018 and 2017 because their inclusion would be anti-dilutive:

 

 

 

June 30,

 

 

 

2018

 

 

2017

 

Shares of common stock subject to outstanding options

 

 

4,216,507

 

 

 

4,588,072

 

Shares of common stock subject to outstanding warrants

 

 

1,500,886

 

 

 

116,845

 

Shares of common stock subject to outstanding RSUs

 

 

4,011,941

 

 

 

2,217,296

 

Shares of common stock pursuant to ESPP

 

 

75,961

 

 

 

45,384

 

Shares of common stock underlying Series A convertible

  preferred stock

 

 

3,458,823

 

 

 

 

Total shares of common stock equivalents

 

 

13,264,118

 

 

 

6,967,597

 

 

v3.10.0.1
Geographic information (Tables)
6 Months Ended
Jun. 30, 2018
Segments Geographical Areas [Abstract]  
Schedule of Revenue by country

Revenue by country is determined based on the billing address of the customer. The following presents revenue by country for the three and six months ended June 30, 2018 and 2017 (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

United States

 

$

34,899

 

 

$

12,945

 

 

$

60,806

 

 

$

22,123

 

Canada

 

 

1,096

 

 

 

858

 

 

 

2,104

 

 

 

1,457

 

Rest of world

 

 

1,311

 

 

 

533

 

 

 

2,067

 

 

 

1,094

 

Total revenue

 

$

37,306

 

 

$

14,336

 

 

$

64,977

 

 

$

24,674

 

 

v3.10.0.1
Organization and description of business - Additional Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
USD ($)
gene
Jun. 30, 2017
USD ($)
Jun. 30, 2018
USD ($)
gene
segment
Jun. 30, 2017
USD ($)
Dec. 31, 2017
USD ($)
Number of operating segments | segment     1    
Net loss $ 31,671 $ 28,557 $ 67,791 $ 55,485 $ 123,400
Accumulated deficit $ 455,148   $ 455,148   $ 398,598
Minimum          
Number of genes | gene 20,000   20,000    
v3.10.0.1
Summary of significant accounting policies - Schedule of customers revenue as percentage of total revenue (Details) - Customer Concentration Risk - Total Revenue
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Medicare        
Summary Of Significant Accounting Policies [Line Items]        
Concentration risk (as a percent) 18.00% 10.50% 17.20% 12.10%
United Healthcare        
Summary Of Significant Accounting Policies [Line Items]        
Concentration risk (as a percent)   10.40%   10.00%
Maximum | United Healthcare        
Summary Of Significant Accounting Policies [Line Items]        
Concentration risk (as a percent) 10.00%   10.00%  
v3.10.0.1
Summary of significant accounting policies - Schedule of significant customers as percentage of total accounts receivable (Details) - Customer Concentration Risk - Total Accounts Receivable - Medicare
6 Months Ended 12 Months Ended
Jun. 30, 2018
Dec. 31, 2017
Summary Of Significant Accounting Policies [Line Items]    
Concentration risk (as a percent)   13.10%
Maximum    
Summary Of Significant Accounting Policies [Line Items]    
Concentration risk (as a percent) 10.00%  
v3.10.0.1
Summary of significant accounting policies - Additional Information (Details)
6 Months Ended
Jun. 30, 2018
USD ($)
Summary Of Significant Accounting Policies [Line Items]  
Goodwill impairment losses $ 0
Billing term of diagnostic tests 30 days
Period of revenue recognition in connection with re-requisition rights of initial deferral 90 days
Collaboration and genome network contracts  
Summary Of Significant Accounting Policies [Line Items]  
Billing term of diagnostic tests 30 days
v3.10.0.1
Revenue, accounts receivable and deferred revenue - Additional Information (Details)
6 Months Ended
Jan. 01, 2018
USD ($)
Jun. 30, 2018
USD ($)
Group
Disaggregation Of Revenue [Line Items]    
Number of groups generating diagnostic test revenues | Group   3
Number of payer groups | Group   3
Deferred revenue $ 213,000  
Increase of revenue in performance obligations satisfied in prior periods   $ 2,300,000
Revenue re-requisition rights period   90 days
Topic 606    
Disaggregation Of Revenue [Line Items]    
Cumulative effective adjustment to accounts receivable and accumulated deficit $ 11,200,000  
Maximum    
Disaggregation Of Revenue [Line Items]    
Performance obligations underlying contracts period 1 year  
Sales commissions amortization period 1 year  
Period of payments to be received for goods or service 1 year  
v3.10.0.1
Revenue, accounts receivable and deferred revenue - Summary of impact of adoption of topic 606 on condensed consolidated statement of operations and balance sheet (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Revenue Initial Application Period Cumulative Effect Transition [Line Items]          
Total revenue $ 37,306 $ 14,336 $ 64,977 $ 24,674  
Net loss $ (31,671) $ (28,557) $ (67,791) $ (55,485) $ (123,400)
Net loss per share, basic and diluted $ (0.47) $ (0.66) $ (1.12) $ (1.30)  
Accounts receivable $ 25,058   $ 25,058   10,422
Accumulated deficit (455,148)   (455,148)   (398,598)
Stockholders' equity 138,647   138,647   $ 121,794
Diagnostic Tests          
Revenue Initial Application Period Cumulative Effect Transition [Line Items]          
Total revenue 36,350 $ 13,592 63,403 $ 23,287  
Topic 606 | Without Adoption of Topic 606          
Revenue Initial Application Period Cumulative Effect Transition [Line Items]          
Net loss $ (31,542)   $ (67,735)    
Net loss per share, basic and diluted $ (0.47)   $ (1.11)    
Accounts receivable $ 12,671   $ 12,671    
Accumulated deficit (466,444)   (466,444)    
Stockholders' equity 127,351   127,351    
Topic 606 | Effect of Adoption Higher/(Lower)          
Revenue Initial Application Period Cumulative Effect Transition [Line Items]          
Net loss (129)   $ (56)    
Net loss per share, basic and diluted     $ (0.01)    
Accounts receivable 12,387   $ 12,387    
Accumulated deficit 11,296   11,296    
Stockholders' equity 11,296   11,296    
Topic 606 | Diagnostic Tests | Without Adoption of Topic 606          
Revenue Initial Application Period Cumulative Effect Transition [Line Items]          
Total revenue 36,479   63,459    
Topic 606 | Diagnostic Tests | Effect of Adoption Higher/(Lower)          
Revenue Initial Application Period Cumulative Effect Transition [Line Items]          
Total revenue $ (129)   $ (56)    
v3.10.0.1
Revenue, accounts receivable and deferred revenue - Schedule of disaggregated revenue by payer category (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Disaggregation Of Revenue [Line Items]        
Total revenue $ 37,306 $ 14,336 $ 64,977 $ 24,674
Diagnostic Tests        
Disaggregation Of Revenue [Line Items]        
Total revenue 36,350 13,592 63,403 23,287
Diagnostic Tests | Institutions        
Disaggregation Of Revenue [Line Items]        
Total revenue 8,572 2,619 15,803 5,219
Diagnostic Tests | Patient - direct        
Disaggregation Of Revenue [Line Items]        
Total revenue 3,575 849 6,425 1,606
Diagnostic Tests | Patient - insurance        
Disaggregation Of Revenue [Line Items]        
Total revenue 24,203 10,124 41,175 16,462
Collaboration and Genome Network        
Disaggregation Of Revenue [Line Items]        
Total revenue $ 956 $ 744 $ 1,574 $ 1,387
v3.10.0.1
Business combinations - Additional Information (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 11, 2018
Apr. 02, 2018
Mar. 31, 2018
Aug. 04, 2017
Jul. 31, 2017
Jun. 11, 2017
Jan. 06, 2017
Nov. 14, 2017
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Mar. 31, 2019
Dec. 31, 2017
Business Acquisition [Line Items]                              
Intangible assets estimated useful lives                       8 years 2 months 12 days      
Goodwill $ 47,217,000                 $ 47,217,000   $ 47,217,000     $ 46,575,000
Decrease in accounts receivable                       $ (4,037,000) $ (1,119,000)    
Customer relationships                              
Business Acquisition [Line Items]                              
Intangible assets estimated useful lives                       10 years      
AltaVoice                              
Business Acquisition [Line Items]                              
Business combination, agreement date                       Jan. 06, 2017      
Business combination, total purchase consideration               $ 12,400,000              
Business acquisition payment through issuance of shares company's common stock               5,500,000              
Business acquisition contingently payable amount       $ 5,000,000                      
Business combination basis of shares to be issued description                       The number of shares to be issued will be equal to the payout amount divided by the trailing average share price of the Company’s common stock for the 30 days preceding March 31, 2019.      
Purchase consideration, second payment discounted and recorded as liability               4,700,000              
Change in fair value of contingent consideration               2,200,000              
Goodwill 9,432,000             9,432,000   9,432,000   $ 9,432,000     9,432,000
Additional goodwill acquired               $ 1,400,000              
Acquisition and transitional costs                       159,000      
AltaVoice | Customer relationships                              
Business Acquisition [Line Items]                              
Intangible assets estimated useful lives               10 years              
AltaVoice | Other Income Expense                              
Business Acquisition [Line Items]                              
Business combination, accretion gains (losses)                   1,600,000 $ (58,000) 1,600,000 (111,000)    
AltaVoice | Operating Expense                              
Business Acquisition [Line Items]                              
Business combination, remeasurement losses                   384,000 $ 241,000 $ 872,000 $ 241,000    
AltaVoice | Milestone Based on Certain Threshold of Revenue Achieved During 2017 [Member]                              
Business Acquisition [Line Items]                              
Business acquisition common stock issued, value       5,000,000                      
AltaVoice | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018                              
Business Acquisition [Line Items]                              
Business combination, contingent consideration, actual revenue target for payout       $ 14,000,000                      
Business combination actual payout description                       The actual payout is dependent upon the 2017 and 2018 revenue target (capped at $14.0 million) times 75% less $5.5 million.      
Business combination contingent consideration, percentage of actual revenue target       75.00%                      
Business combination contingent consideration, amount deducted on actual revenue target       $ 5,500,000                      
Business combination possible payout amount       5,000,000                      
AltaVoice | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | Maximum | Scenario, Forecast                              
Business Acquisition [Line Items]                              
Business acquisition common stock issued, value                           $ 5,000,000  
AltaVoice | Common Stock                              
Business Acquisition [Line Items]                              
Business acquisition payment through issuance of shares company's common stock       5,000,000       $ 5,500,000              
Business acquisition common stock issued, shares     716,332         641,126              
Business acquisition common stock issued, value       5,000,000                      
AltaVoice | Common Stock | Maximum                              
Business Acquisition [Line Items]                              
Business acquisition contingently payable amount 5,000,000                 5,000,000   $ 5,000,000      
Ommdom, Inc.                              
Business Acquisition [Line Items]                              
Business combination, agreement date                       Jun. 11, 2017      
Business combination, total purchase consideration             $ 6,100,000                
Business acquisition payment through issuance of shares company's common stock             5,500,000                
Business acquisition contingently payable amount             0                
Purchase consideration, second payment discounted and recorded as liability             613,000                
Goodwill 4,045,000           4,045,000     4,045,000   $ 4,045,000     4,045,000
Additional goodwill acquired             434,000                
Business combination, cash consideration             0                
Business combination, hold-back consideration amount             $ 613,000                
Business combination, reclassified to equity upon issuance of common stock   66,582                          
Ommdom, Inc. | Customer relationships                              
Business Acquisition [Line Items]                              
Intangible assets estimated useful lives             5 years                
Ommdom, Inc. | Common Stock                              
Business Acquisition [Line Items]                              
Business acquisition payment through issuance of shares company's common stock             $ 5,500,000                
Business acquisition common stock issued, shares             600,108                
Business combination, hold-back consideration amount             $ 600,000                
Business acquisition common stock issued, shares related to hold back             66,582                
Good Start Genetics                              
Business Acquisition [Line Items]                              
Business combination, agreement date                       Aug. 04, 2017      
Business combination, total purchase consideration         $ 24,400,000                    
Goodwill 25,048,000       25,048,000         25,048,000   $ 25,048,000     24,406,000
Business combination, cash consideration         $ 18,400,000                    
Percentage of diluted interest acquired         100.00%                    
Provisional deferred tax liability         $ 4,800,000                   0
Decrease in accounts receivable 245,000     $ 397,000                      
Good Start Genetics | Customer relationships                              
Business Acquisition [Line Items]                              
Intangible assets estimated useful lives         8 years                    
Good Start Genetics | Common Stock                              
Business Acquisition [Line Items]                              
Business combination consideration transferred equity interests issued and issuable for settlement of convertible debt         $ 11,900,000                    
Business acquisition equity interests issued or issuable number of shares for settlement of convertible debt         1,148,283                    
Business combination sale of hold back stock for payment of bonus         $ 3,600,000                    
Business acquisition number of hold back shares Issued or Issuable for payment of bonus         343,986                    
Good Start Genetics | Common Stock | General and Administrative Expense                              
Business Acquisition [Line Items]                              
Business acquisition payment through issuance of shares company's common stock         $ 900,000                    
Business acquisition common stock issued, shares         83,025                    
Business combination, hold-back consideration amount         $ 400,000                    
Business acquisition common stock issued, shares related to hold back         37,406                    
CombiMatrix                              
Business Acquisition [Line Items]                              
Business acquisition common stock issued, shares           2,703,389                  
Goodwill $ 8,692,000         $ 8,700,000     $ 8,692,000 $ 8,692,000   $ 8,692,000     8,692,000
Provisional deferred tax liability                             $ 0
Date of acquisition                       Nov. 14, 2017      
Trailing average share value           $ 9.491                  
CombiMatrix | Series F Preferred Stock                              
Business Acquisition [Line Items]                              
Business acquisition payment through issuance of shares company's common stock           $ 25,000                  
Business acquisition common stock issued, shares           3,144                  
CombiMatrix | Series F Warrants                              
Business Acquisition [Line Items]                              
Business acquisition payment through issuance of shares company's common stock           $ 7,400,000                  
Business acquisition common stock issued, shares           1,739,689                  
CombiMatrix | Series D Warrants                              
Business Acquisition [Line Items]                              
Business acquisition payment through issuance of shares company's common stock           $ 1,000                  
Business acquisition common stock issued, shares           337,584                  
CombiMatrix | Restricted Stock Units (RSUs)                              
Business Acquisition [Line Items]                              
Business acquisition payment through issuance of shares company's common stock           $ 700,000                  
Business acquisition common stock issued, shares           85,219                  
CombiMatrix | Options                              
Business Acquisition [Line Items]                              
Business acquisition payment through issuance of shares company's common stock           $ 26,000                  
Business acquisition common stock issued, shares           3,323                  
CombiMatrix | Common Stock                              
Business Acquisition [Line Items]                              
Business combination common stock conversion ratio           86.92%                  
CombiMatrix | Warrants                              
Business Acquisition [Line Items]                              
Business acquisition common stock issued, shares           2,077,273                  
CombiMatrix | Customer relationships                              
Business Acquisition [Line Items]                              
Intangible assets estimated useful lives           11 years     11 years            
CombiMatrix | General and Administrative Expense | Common Stock | Restricted Stock Units (RSUs)                              
Business Acquisition [Line Items]                              
Business acquisition payment through issuance of shares company's common stock           $ 1,700,000                  
Business acquisition common stock issued, shares           214,976                  
CombiMatrix | Common Stock                              
Business Acquisition [Line Items]                              
Business acquisition payment through issuance of shares company's common stock           $ 20,500,000                  
Business acquisition common stock issued, shares           2,611,703                  
CombiMatrix | Common Stock | General and Administrative Expense                              
Business Acquisition [Line Items]                              
Business acquisition payment through issuance of shares company's common stock           $ 200,000                  
Business acquisition common stock issued, shares           22,966                  
Coronado Merger Sub, Inc                              
Business Acquisition [Line Items]                              
Date of merger agreement                       Jul. 31, 2017      
v3.10.0.1
Business combinations - Summary of fair values of assets acquired and liabilities assumed (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Nov. 14, 2017
Aug. 04, 2017
Jul. 31, 2017
Jun. 11, 2017
Jan. 06, 2017
Business Acquisition [Line Items]              
Goodwill $ 47,217 $ 46,575          
AltaVoice              
Business Acquisition [Line Items]              
Cash             $ 54
Accounts receivable             274
Prepaid expense and other assets             52
Total identifiable assets acquired             4,625
Accounts payable             (28)
Deferred revenue             (202)
Accrued expenses             (21)
Deferred tax liability             (1,422)
Total liabilities assumed             (1,673)
Net identifiable assets acquired             2,952
Goodwill 9,432 9,432         9,432
Net assets acquired             12,384
AltaVoice | Non-compete agreement              
Business Acquisition [Line Items]              
Intangible Assets             286
AltaVoice | Developed technology              
Business Acquisition [Line Items]              
Intangible Assets             570
AltaVoice | Customer relationships              
Business Acquisition [Line Items]              
Intangible Assets             $ 3,389
Ommdom, Inc.              
Business Acquisition [Line Items]              
Cash           $ 53  
Accounts receivable           10  
Prepaid expense and other assets           4  
Total identifiable assets acquired           2,562  
Accounts payable           (16)  
Accrued expenses           (17)  
Deferred tax liability           (434)  
Total liabilities assumed           (467)  
Net identifiable assets acquired           2,095  
Goodwill 4,045 4,045       4,045  
Net assets acquired           6,140  
Ommdom, Inc. | Developed technology              
Business Acquisition [Line Items]              
Intangible Assets           2,335  
Ommdom, Inc. | Trade name              
Business Acquisition [Line Items]              
Intangible Assets           13  
Ommdom, Inc. | Customer relationships              
Business Acquisition [Line Items]              
Intangible Assets           $ 147  
Good Start Genetics              
Business Acquisition [Line Items]              
Cash and restricted cash       $ 1,381      
Accounts receivable       2,262      
Prepaid expense and other assets       1,579      
Property and equipment       1,320      
Total identifiable assets acquired       20,728      
Accounts payable       (5,418)      
Accrued expenses       (6,802)      
Notes payable       (17,904)      
Convertible promissory notes payable       (15,430)      
Other liabilities       (222)      
Total liabilities assumed       (45,776)      
Net identifiable assets acquired       (25,048)      
Goodwill 25,048 24,406   25,048      
Good Start Genetics | Developed technology              
Business Acquisition [Line Items]              
Intangible Assets       5,896      
Good Start Genetics | Trade name              
Business Acquisition [Line Items]              
Intangible Assets       460      
Good Start Genetics | Customer relationships              
Business Acquisition [Line Items]              
Intangible Assets       $ 7,830      
CombiMatrix              
Business Acquisition [Line Items]              
Cash and restricted cash     $ 1,333        
Accounts receivable     4,118        
Prepaid expense and other assets     1,299        
Property and equipment     437        
Other assets - non current     30        
Total identifiable assets acquired     23,622        
Accounts payable     (276)        
Accrued expenses     (3,925)        
Other liabilities     (180)        
Total liabilities assumed     (4,381)        
Net identifiable assets acquired     19,241        
Goodwill $ 8,692 $ 8,692 8,692   $ 8,700    
Net assets acquired     27,933        
CombiMatrix | Favorable leases              
Business Acquisition [Line Items]              
Intangible Assets     247        
CombiMatrix | Developed technology              
Business Acquisition [Line Items]              
Intangible Assets     3,162        
CombiMatrix | Trade name              
Business Acquisition [Line Items]              
Intangible Assets     103        
CombiMatrix | Customer relationships              
Business Acquisition [Line Items]              
Intangible Assets     12,397        
CombiMatrix | Patent licensing agreement              
Business Acquisition [Line Items]              
Intangible Assets     $ 496        
v3.10.0.1
Business combinations - Schedule of economic benefits of intangible assets are expected to be realized (Details) - USD ($)
$ in Thousands
1 Months Ended 6 Months Ended
Aug. 04, 2017
Jul. 31, 2017
Jun. 11, 2017
Jan. 06, 2017
Nov. 14, 2017
Jun. 30, 2018
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets           $ 37,331
Intangible assets estimated useful lives           8 years 2 months 12 days
Non-compete agreement            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets           $ 286
Intangible assets estimated useful lives           5 years
Developed technology            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets           $ 11,963
Intangible assets estimated useful lives           4 years 9 months 18 days
Customer relationships            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets           $ 23,763
Intangible assets estimated useful lives           10 years
Trade name            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets           $ 576
Intangible assets estimated useful lives           2 years 8 months 12 days
Patent licensing agreement            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets           $ 496
Intangible assets estimated useful lives           15 years
AltaVoice            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets       $ 4,245    
AltaVoice | Non-compete agreement            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets       $ 286    
Intangible assets estimated useful lives       5 years    
AltaVoice | Developed technology            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets       $ 570    
Intangible assets estimated useful lives       6 years    
AltaVoice | Customer relationships            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets       $ 3,389    
Intangible assets estimated useful lives       10 years    
Ommdom, Inc.            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets     $ 2,495      
Ommdom, Inc. | Developed technology            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets     $ 2,335      
Intangible assets estimated useful lives     5 years      
Ommdom, Inc. | Customer relationships            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets     $ 147      
Intangible assets estimated useful lives     5 years      
Ommdom, Inc. | Trade name            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets     $ 13      
Intangible assets estimated useful lives     5 years      
Good Start Genetics            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets $ 14,186          
Good Start Genetics | Developed technology            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets $ 5,896          
Intangible assets estimated useful lives 5 years          
Good Start Genetics | Customer relationships            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets $ 7,830          
Intangible assets estimated useful lives 8 years          
Good Start Genetics | Trade name            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets $ 460          
Intangible assets estimated useful lives 3 years          
CombiMatrix            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets         $ 16,405  
CombiMatrix | Developed technology            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets         $ 3,162  
Intangible assets estimated useful lives         4 years  
CombiMatrix | Customer relationships            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets         $ 12,397  
Intangible assets estimated useful lives   11 years     11 years  
CombiMatrix | Trade name            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets         $ 103  
Intangible assets estimated useful lives         1 year  
CombiMatrix | Favorable leases            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets         $ 247  
Intangible assets estimated useful lives         2 years  
CombiMatrix | Patent licensing agreement            
Business Acquisition [Line Items]            
Gross Purchased Intangible Assets         $ 496  
Intangible assets estimated useful lives         15 years  
v3.10.0.1
Goodwill and intangible assets - Summary of goodwill (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2018
USD ($)
Goodwill [Line Items]  
Beginning Balance $ 46,575
Goodwill adjustment 642
Ending Balance 47,217
AltaVoice  
Goodwill [Line Items]  
Beginning Balance 9,432
Ending Balance 9,432
Ommdom  
Goodwill [Line Items]  
Beginning Balance 4,045
Ending Balance 4,045
Good Start  
Goodwill [Line Items]  
Beginning Balance 24,406
Goodwill adjustment 642
Ending Balance 25,048
CombiMatrix  
Goodwill [Line Items]  
Beginning Balance 8,692
Ending Balance $ 8,692
v3.10.0.1
Goodwill and intangible assets - Schedule of finite-lived intangible assets (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Dec. 31, 2017
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Assets, Cost $ 37,331  
Finite-Lived Intangible Assets, Accumulated Amortization (4,337)  
Finite-Lived Intangible Assets, Net $ 32,994 $ 35,516
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) 8 years 2 months 12 days  
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) 7 years 3 months 18 days  
Customer relationships    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Assets, Cost $ 23,763  
Finite-Lived Intangible Assets, Accumulated Amortization (1,741)  
Finite-Lived Intangible Assets, Net $ 22,022  
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) 10 years  
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) 9 years 1 month 6 days  
Developed technology    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Assets, Cost $ 11,963  
Finite-Lived Intangible Assets, Accumulated Amortization (2,213)  
Finite-Lived Intangible Assets, Net $ 9,750  
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) 4 years 9 months 18 days  
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) 3 years 10 months 24 days  
Non-compete agreement    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Assets, Cost $ 286  
Finite-Lived Intangible Assets, Accumulated Amortization (86)  
Finite-Lived Intangible Assets, Net $ 200  
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) 5 years  
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) 3 years 6 months  
Trade name    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Assets, Cost $ 576  
Finite-Lived Intangible Assets, Accumulated Amortization (209)  
Finite-Lived Intangible Assets, Net $ 367  
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) 2 years 8 months 12 days  
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) 1 year 9 months 18 days  
Patent licensing agreement    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Assets, Cost $ 496  
Finite-Lived Intangible Assets, Accumulated Amortization (21)  
Finite-Lived Intangible Assets, Net $ 475  
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) 15 years  
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) 14 years 4 months 24 days  
Favorable leases    
Finite Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Assets, Cost $ 247  
Finite-Lived Intangible Assets, Accumulated Amortization (67)  
Finite-Lived Intangible Assets, Net $ 180  
Finite-Lived Intangible Assets, Weighted Average Useful Life (in Years) 2 years  
Finite-Lived Intangible Assets, Weighted Average Estimated Remaining Useful Life (in Years) 1 year 7 months 6 days  
v3.10.0.1
Goodwill and intangible assets - Additional Information (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Goodwill And Intangible Assets Disclosure [Abstract]    
Amortization expense $ 2.5 $ 0.3
v3.10.0.1
Goodwill and intangible assets - Summary of estimated future amortization expense of intangible assets with finite lives (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Goodwill And Intangible Assets Disclosure [Abstract]    
2018 $ 2,530  
2019 5,250  
2020 5,525  
2021 5,829  
2022 4,123  
Thereafter 9,737  
Finite-Lived Intangible Assets, Net $ 32,994 $ 35,516
v3.10.0.1
Balance sheet components - Cash equivalents and marketable securities (Details)
6 Months Ended
Jun. 30, 2018
USD ($)
item
Dec. 31, 2017
USD ($)
Investment Holdings    
Cash equivalents $ 42,694,000 $ 592,000
Restricted cash 5,307,000 5,406,000
Marketable securities, Estimated Fair Value 37,476,000 58,590,000
Total cash equivalents, restricted cash and marketable securities 85,477,000 64,588,000
Amortized Cost 85,586,000 64,759,000
Gross Unrealized Losses (109,000) (171,000)
Total amount of unrealized losses on available-for-sale securities 109,000  
Total fair value of investments with unrealized losses $ 36,300,000  
Available for sale securities minimum remaining contractual maturity 5 months  
Available for sale securities maximum remaining contractual maturity 10 months  
Available-for-sale Securities, Continuous Unrealized Loss Position    
Number of securities that are in continuous unrealized loss position for more than one year | item 0  
Realized gains or losses on available-for-sale securities $ 23,000  
Other-than-temporary impairment 0  
Certificate of deposits    
Investment Holdings    
Amortized Cost 300,000 300,000
Marketable securities, Estimated Fair Value 300,000 300,000
Money market funds    
Investment Holdings    
Estimated Fair Value 48,000,000 5,998,000
U.S. treasury notes    
Investment Holdings    
Amortized Cost 4,999,000 12,010,000
Gross Unrealized Losses (8,000) (19,000)
Marketable securities, Estimated Fair Value 4,991,000 11,991,000
U.S. government agency securities    
Investment Holdings    
Amortized Cost 31,387,000 46,451,000
Gross Unrealized Losses (101,000) (152,000)
Marketable securities, Estimated Fair Value 31,286,000 $ 46,299,000
Convertible note    
Investment Holdings    
Amortized Cost 900,000  
Marketable securities, Estimated Fair Value $ 900,000  
v3.10.0.1
Balance sheet components - Property and equipment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Property and equipment          
Total property and equipment, gross $ 50,792   $ 50,792   $ 49,871
Accumulated depreciation and amortization (21,976)   (21,976)   (19,530)
Total property and equipment, net 28,816   28,816   30,341
Depreciation 2,300 $ 1,600 4,400 $ 3,200  
Leasehold improvements          
Property and equipment          
Total property and equipment, gross 12,856   12,856   12,623
Laboratory equipment          
Property and equipment          
Total property and equipment, gross 22,594   22,594   17,705
Equipment under capital lease          
Property and equipment          
Total property and equipment, gross 6,957   6,957   11,446
Computer equipment          
Property and equipment          
Total property and equipment, gross 4,087   4,087   4,023
Software          
Property and equipment          
Total property and equipment, gross 2,554   2,554   2,520
Furniture and fixtures          
Property and equipment          
Total property and equipment, gross 626   626   569
Automobiles          
Property and equipment          
Total property and equipment, gross 20   20   20
Construction-in-progress          
Property and equipment          
Total property and equipment, gross $ 1,098   $ 1,098   $ 965
v3.10.0.1
Balance sheet components - Summary of other assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Balance Sheet Related Disclosures [Abstract]    
Asset associated with investment in privately held company $ 675  
Capitalized financing costs   $ 170
Security deposits 416 406
Prepaid license 238  
Total other assets $ 1,329 $ 576
v3.10.0.1
Balance sheet components - Accrued liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Balance Sheet Related Disclosures [Abstract]    
Liabilities associated with business combinations $ 8,527 $ 9,497
Accrued compensation and related expenses 6,970 7,406
Accrued professional services 703 1,077
Liability associated with investment in privately held company 675  
Accrued laboratory materials purchases 841 1,242
Deferred revenue 763 307
Lease incentive obligation, current 502 489
Accrued outsourced services 71 142
Other 3,514 2,582
Total accrued liabilities $ 22,566 $ 22,742
v3.10.0.1
Balance sheet components - Other long-term liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Balance Sheet Related Disclosures [Abstract]    
Lease incentive obligation, non-current $ 3,587 $ 3,831
Deferred rent, non-current 5,376 5,153
Liabilities associated with business combination   3,779
Other non-current liabilities 822 677
Total other long-term liabilities $ 9,785 $ 13,440
v3.10.0.1
Fair value measurements - Financial instruments at fair value on a recurring basis (Details) - Recurring basis - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Total financial assets $ 85,477 $ 64,588
Total financial liabilities 4,651 3,779
Contingent consideration    
Total financial liabilities 4,651 3,779
Level 1    
Total financial assets 52,991 17,989
Level 2    
Total financial assets 31,586 46,599
Level 3    
Total financial assets 900  
Total financial liabilities 4,651 3,779
Level 3 | Contingent consideration    
Total financial liabilities 4,651 3,779
Money market funds    
Estimated Fair Value 48,000 5,998
Money market funds | Level 1    
Estimated Fair Value 48,000 5,998
Certificate of deposits    
Certificates of deposit 300 300
Certificate of deposits | Level 2    
Certificates of deposit 300 300
U.S. treasury notes    
Total financial assets 4,991 11,991
U.S. treasury notes | Level 1    
Total financial assets 4,991 11,991
U.S. government agency securities    
Total financial assets 31,286 46,299
U.S. government agency securities | Level 2    
Total financial assets 31,286 $ 46,299
Convertible note    
Total financial assets 900  
Convertible note | Level 3    
Total financial assets $ 900  
v3.10.0.1
Fair value measurements - Additional Information (Details) - USD ($)
6 Months Ended
Jan. 06, 2017
Jun. 30, 2018
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2017
Transfers from Level 1 to Level 2   $ 0     $ 0
Transfers from Level 2 to Level 1   0     0
Transfers from Level 1 to Level 3   0     0
Transfers from Level 3 to Level 1   0     0
Transfers from Level 2 to Level 3   0     0
Transfers from Level 3 to Level 2   0     $ 0
AltaVoice          
Business acquisition contingently payable amount       $ 5,000,000  
Increase in fair value of contingent obligation $ 2,200,000        
AltaVoice | Contingent consideration | Level 3 | Recurring basis          
Estimated fair value for contingent obligation $ 2,200,000        
Increase in fair value of contingent obligation   2,500,000      
AltaVoice | Common Stock          
Business acquisition common stock issued, value       $ 5,000,000  
AltaVoice | Maximum | Common Stock          
Business acquisition contingently payable amount   $ 5,000,000      
AltaVoice | Maximum | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | Scenario, Forecast          
Business acquisition common stock issued, value     $ 5,000,000    
AltaVoice | Minimum | New Contingent Milestone Based On Achieving Revenue Target During 2017 And 2018 | Scenario, Forecast          
Contingent obligation revenue threshold     $ 10,000,000    
v3.10.0.1
Fair value measurements - Financial instruments measured at fair value on a recurring basis (Details) - Level 3
$ in Thousands
6 Months Ended
Jun. 30, 2018
USD ($)
Convertible note  
Convertible note $ 900
Balance as of June 30, 2018 900
Contingent consideration | Recurring basis  
Balance as of December 31, 2017 3,779
Change in estimate of fair value 872
Balance as of June 30, 2018 $ 4,651
v3.10.0.1
Fair value measurements - Carrying amount and the estimated fair value of the Company's outstanding debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Carrying Amount    
Debt $ 58,636 $ 39,084
Level 2 | Fair Value    
Debt $ 60,281 $ 40,526
v3.10.0.1
Investment in Privately Held Company - Additional Information (Details) - USD ($)
6 Months Ended
Jun. 30, 2018
Dec. 31, 2017
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]    
Amortized cost of convertible note $ 37,476,000 $ 58,590,000
KEW    
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]    
Collaboration agreement entering period Mar. 15, 2018  
Licensing Agreement    
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]    
Licensing agreement minimum term 1 year  
Licensing Agreement | Minimum    
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]    
Licensing agreement right of first refusal term 6 months  
Convertible Notes | KEW    
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]    
Amortized cost of convertible note $ 900,000  
Convertible notes incremental purchase required amount $ 225,000  
Convertible notes incremental purchase, periodic payment each month  
Convertible notes incremental purchase, monthly payments $ 225,000  
Convertible Notes | Minimum | KEW    
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]    
Incremental convertible notes purchase term 6 months  
v3.10.0.1
Commitments and contingencies - (Operating Leases) - Additional Information (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended
Sep. 30, 2015
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Security Deposit   $ 416   $ 416   $ 406
Total minimum lease payments   73,216   73,216    
Future minimum lease payments under operating leases            
Rent expense   2,300 $ 1,800 4,700 $ 4,000  
Other Assets            
Security Deposit   4,600   4,600   4,600
Good Start Facilities            
Security Deposit   400   400   400
Credit Card Agreement            
Restricted cash   300   300   $ 300
Office Facility In San Francisco | New Leases            
Additional term of lease 10 years          
Actual lease expiration term Jul. 31, 2026          
Lease term 10 years          
Security Deposit $ 4,600          
Lease incentive in form of lease improvements $ 5,200          
Total minimum lease payments   $ 61,000   $ 61,000    
v3.10.0.1
Commitments and contingencies - Schedule of future minimum payments under operating leases (Details)
$ in Thousands
Jun. 30, 2018
USD ($)
Future minimum lease payments under operating leases  
2018 (remainder of year) $ 4,821
2019 9,633
2020 9,512
2021 9,727
2022 9,677
Thereafter 29,846
Total minimum lease payments $ 73,216
v3.10.0.1
Commitments and contingencies - (Debt Financing) - Additional Information (Details) - USD ($)
6 Months Ended
Mar. 12, 2018
Feb. 26, 2018
Mar. 15, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2018
Mar. 31, 2018
Jul. 31, 2015
Net proceeds from term loan       $ 19,781,000 $ 39,661,000      
Loan and Security Agreement | Initial term loan                
Term loan, borrowing amount     $ 40,000,000          
Net proceeds from term loan     39,700,000          
Loan and Security Agreement | Second Term Loan                
Term loan, borrowing amount             $ 20,000,000  
Net proceeds from term loan $ 19,800,000              
Loan and Security Agreement | Secured Debt                
Maximum borrowing capacity               $ 15,000,000
Repayment of balance debt obligations     12,100,000          
Loan and Security Agreement | Secured Debt | Other Income (Expense), Net                
Prepayment premium classified as extinguishment of debt     $ 670,000          
Amended 2017 Loan Agreement | Third Term Loan                
Term loan, line fee percentage on unused commitment amount   1.00%            
Amended 2017 Loan Agreement | Third Term Loan | Scenario, Forecast                
Term loan, borrowing amount           $ 20,000,000    
Amended 2017 Loan Agreement | Secured Debt                
Term loans, variable interest rate   7.73%            
Term loans, index interest rate, minimum   0.77%            
Term loans, floor interest rate   8.50%            
Term loans, variable interest rate description   Term loans under the Amended 2017 Loan Agreement bear interest at a floating rate equal to an index rate plus 7.73%, where the index rate is the greater of 0.77% or the 30-day U.S. Dollar London Interbank Offered Rate (“LIBOR”) as reported in The Wall Street Journal, with the floating rate resetting monthly subject to a floor of 8.5%.            
Term loans, payment description   The Company can make monthly interest-only payments until May 1, 2019 (or, subject to certain conditions, May 1, 2020), and thereafter monthly payments of principal and interest are required to fully amortize the borrowed amount by a final maturity date of March 1, 2022.            
Term loans, frequency of periodic payment   monthly            
Term loans, maturity date   Mar. 01, 2022            
Term loans, fee percentage of funded draw   5.00%            
Term loans, facility fee percentage   0.50%            
Warrants granted to acquire shares, percentage of funded amount   3.00%            
Warrants granted to acquire shares description   the Company will grant to the lender a warrant to acquire shares of the Company’s common stock equal to the quotient of 3% of the funded amount divided by a per share exercise price equal to the lower of the average closing price for the previous ten days of trading (calculated on the day prior to funding) or the closing price on the day prior to funding.            
Warrants granted to purchase shares of common stock   116,845            
Warrants granted to purchase common stock exercise price   $ 10.27            
Fair value of warrants   $ 740,000   1,100,000        
Obligations under Loan Agreement       60,000,000        
Debt issuance cost       600,000        
Amended 2017 Loan Agreement | Secured Debt | Minimum                
Term loans, prepayment fee percentage of outstanding balance   1.00%            
Amended 2017 Loan Agreement | Secured Debt | Maximum                
Term loans, prepayment fee percentage of outstanding balance   3.00%            
Amended 2017 Loan Agreement | Secured Debt | Second Term Loan                
Warrants granted to purchase shares of common stock   85,482            
Warrants granted to purchase common stock exercise price   $ 7.02            
Fair value of warrants   $ 383,000            
Warrants term   10 years            
Amended 2017 Loan Agreement and 2015 Loan Agreement | Secured Debt                
Interest expense       2,900,000 1,300,000      
Non-cash interest expense       $ 400,000 $ 200,000      
v3.10.0.1
Commitments and contingencies - Schedule of future payments under amended 2017 loan agreement (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Future payments under the Loan Agreement    
Less: current portion $ (3,061)  
Total non-current debt obligation 55,575 $ 39,084
Amended 2017 Loan Agreement    
Future payments under the Loan Agreement    
2018 (remainder of year) 2,968  
2019 19,237  
2020 24,218  
2021 22,177  
2022 8,228  
Total remaining debt payments 76,828  
Less: amount representing debt discount (1,364)  
Less: amount representing interest (16,828)  
Present value of remaining debt payments 58,636  
Less: current portion (3,061)  
Total non-current debt obligation $ 55,575  
v3.10.0.1
Commitments and Contingencies - (Capital Leases) - Additional Information (Details) - USD ($)
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Lease term 3 years    
Interest expense $ 151,000 $ 45,000  
Property and equipment under capital lease 7,000,000   $ 11,400,000
Accumulated depreciation $ 1,200,000   $ 3,000,000
Minimum      
Interest rate (as a percent) 4.30%    
Maximum      
Interest rate (as a percent) 6.40%    
v3.10.0.1
Commitments and Contingencies - Schedule of future minimum lease payments under capital leases (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Future payments under the capital lease    
2018 (remainder of year) $ 1,049  
2019 2,087  
2020 1,394  
2021 21  
Total capital lease obligations 4,551  
Less: amount representing interest (309)  
Present value of net minimum capital lease payments 4,242  
Less: current portion (1,829) $ (2,039)
Total non-current capital lease obligations $ 2,413 $ 3,373
v3.10.0.1
Commitments and contingencies - (Other Commitments) - Additional Information (Details)
6 Months Ended
Jun. 30, 2018
USD ($)
Collaboration Agreement | KEW  
Commitment payment for collaboration agreement $ 450,000
Collaboration Agreement | KEW | Minimum  
Commitment periodic payment for collaboration agreement four monthly payments
Service Agreements and Laboratory Supplies  
Noncancelable unconditional purchase commitments $ 9,400,000
v3.10.0.1
Stockholders' Equity - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended
Apr. 30, 2018
Jun. 30, 2018
Jun. 30, 2018
Jun. 30, 2017
Class Of Stock [Line Items]        
Gross proceeds from underwritten public offering     $ 4,933 $ 2,264
Estimated net proceeds from underwritten public offering     53,480  
CombiMatrix        
Class Of Stock [Line Items]        
Exercise of warrants   $ 200 $ 3,100  
Underwritten Public Offering        
Class Of Stock [Line Items]        
Gross proceeds from underwritten public offering $ 57,500      
Estimated net proceeds from underwritten public offering $ 53,500      
Underwritten Public Offering | Common Stock        
Class Of Stock [Line Items]        
Number of shares sold in underwritten public offering 12,777,777      
Shares issued price per share $ 4.50      
v3.10.0.1
Stock incentive plans - Additional Information (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Feb. 28, 2017
Feb. 29, 2016
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Jan. 31, 2015
Stock incentive plan              
Stock-based compensation         $ 10,505,000 $ 9,607,000  
RSUs              
Stock incentive plan              
Vested stock units awarded         969,846    
Vested and expected to vest              
Weighted-average grant date fair value (in dollars per share)         $ 6.68 $ 10.25  
2010 Plan              
Stock incentive plan              
Additional shares reserved             120,452
2015 Plan              
Stock incentive plan              
Additional shares reserved             4,370,452
2015 Plan | PRSU              
Stock incentive plan              
Vesting period   12 months          
Vested stock units awarded 352,045            
Stock-based compensation     $ 0 $ 0 $ 0 $ 400,000  
Stock incentive plans              
Stock incentive plan              
Vesting period         4 years    
Vesting rate upon anniversaries (as a percent)         25.00%    
Monthly vesting rate thereafter (as a percent)         2.08%    
Stock incentive plans | RSUs              
Stock incentive plan              
Vesting period         3 years    
Stock incentive plans | Options              
Vested and expected to vest              
Options granted (in shares)         240,000    
Weighted-average grant date fair value (in dollars per share)         $ 8.08 $ 5.97  
Total grant date fair value of options to purchase common stock vested         $ 1,800,000 $ 4,200,000  
Exercised, aggregate intrinsic value         $ 97,000 $ 1,100,000  
Stock incentive plans | First anniversary | RSUs              
Stock incentive plan              
Vesting rate upon anniversaries (as a percent)         33.33%    
Stock incentive plans | Second anniversary | RSUs              
Stock incentive plan              
Vesting rate upon anniversaries (as a percent)         33.33%    
Stock incentive plans | Third anniversary | RSUs              
Stock incentive plan              
Vesting rate upon anniversaries (as a percent)         33.33%    
Minimum | 2010 Plan              
Stock incentive plan              
Employees holding voting rights of all classes of stock (as a percent)         10.00%    
Exercise price of options on common stock (as a percent)         110.00%    
Maximum | 2010 Plan              
Stock incentive plan              
Term of options granted         10 years    
v3.10.0.1
Stock incentive plans - Stock incentive plans (Details) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2018
Dec. 31, 2017
RSUs    
Activity under the plan    
Units granted (2,844,604)  
Units cancelled 249,937  
Stock incentive plans | Options    
Activity under the plan    
Shares Available For Grant 1,119,792  
Balance at the beginning of the period 4,114,874  
Additional shares reserved 2,143,836  
Options granted (in shares) 240,000  
Option cancelled (in shares) (118,146)  
Options exercised (in shares) (20,221)  
Shares Available For Grant 547,104 1,119,792
Balance at the end of the period 4,216,507 4,114,874
Weighted-Average Exercise Price    
Balance at the beginning of the period (in dollars per share) $ 8.51  
Options granted (in dollars per share) 8.08  
Options cancelled (in dollars per share) 9.13  
Options exercised (in dollars per share) 2.34  
Balance at the end of the period (in dollars per share) $ 8.50 $ 8.51
Additional information    
Exercisable, Number of shares 2,716,615  
Exercisable, Weighted-Average Exercise Price (in dollars per share) $ 8.10  
Weighted-Average Remaining Contractual Life 7 years 1 month 9 days 7 years 7 months 17 days
Exercisable, Weighted-Average Remaining Contractual Life 6 years 6 months 14 days  
Aggregate Intrinsic Value $ 2,949 $ 5,128
Exercisable, Aggregate Intrinsic Value $ 2,879  
Vested and expected to vest    
Number of shares 4,037,846  
Weighted-Average Exercise Price (in dollars per share) $ 8.46  
Weighted-Average Remaining Contractual Life 7 years 25 days  
Aggregate Intrinsic Value $ 2,941  
Stock incentive plans | RSUs    
Activity under the plan    
Units granted (2,844,604)  
Units cancelled 249,934  
v3.10.0.1
Stock incentive plans - RSU Activity (Details) - RSUs
6 Months Ended
Jun. 30, 2018
$ / shares
shares
Number of Shares  
Balance at the beginning of the period | shares 2,387,120
Granted | shares 2,844,604
Vested | shares (969,846)
Cancelled | shares (249,937)
Balance at the end of the period | shares 4,011,941
Weighted-Average Grant Date Fair Value  
Balance at the beginning of the period | $ / shares $ 9.91
Granted | $ / shares 6.68
Vested | $ / shares 8.62
Cancelled | $ / shares 9.29
Balance at the end of the period | $ / shares $ 7.97
v3.10.0.1
Stock incentive plans - Risk-free interest rate & Dividend yield (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 6 Months Ended
Jan. 31, 2015
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Non-Employee Options | Minimum          
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model          
Expected term (in years)       0 years 6 years
Expected volatility         71.66%
Risk-free interest rate         2.02%
Non-Employee Options | Maximum          
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model          
Expected term (in years)         8 years 9 months
Expected volatility         77.36%
Risk-free interest rate         2.21%
Employees and directors stock options | Options          
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model          
Expected term (in years)   6 years 6 years 10 days 6 years 6 years 10 days
Expected volatility   59.58% 71.74% 59.58% 72.64%
Risk-free interest rate   2.80% 1.89% 2.80% 2.01%
Options granted (in shares)       0  
2015 Employee Stock Purchase Plan          
Assumptions used in determination of fair value of options using the Black-Scholes option pricing valuation model          
Purchase price of common stock of the lesser of fair market value on the purchase date or the last trading day preceding the offering date (as a percent) 85.00%        
Cash received from payroll deductions       $ 0.4  
Common stock reserved for future issuance   567,707   567,707  
v3.10.0.1
Stock incentive plans - Stock-based compensation expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Stock-based compensation        
Total stock-based compensation expense $ 6,112 $ 6,329 $ 10,505 $ 9,607
Unrecognized stock-based compensation 6,700   $ 6,700  
Expected period to recognize on a straight-line basis     2 years 1 month 6 days  
Capitalized stock-based employee compensation     $ 0  
RSUs        
Stock-based compensation        
Unrecognized stock-based compensation 26,100   $ 26,100  
Expected period to recognize on a straight-line basis     2 years 4 months 24 days  
Cost of revenue        
Stock-based compensation        
Total stock-based compensation expense 1,082 885 $ 1,573 1,202
Research and development        
Stock-based compensation        
Total stock-based compensation expense 2,032 2,462 3,515 3,757
Selling and marketing        
Stock-based compensation        
Total stock-based compensation expense 1,470 1,489 2,518 2,205
General and Administrative Expense        
Stock-based compensation        
Total stock-based compensation expense $ 1,528 $ 1,493 $ 2,899 $ 2,443
v3.10.0.1
Net loss per common share - Schedule of Earnings per share, basic and diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Earnings Per Share [Abstract]          
Net loss $ (31,671) $ (28,557) $ (67,791) $ (55,485) $ (123,400)
Shares used in computing net loss per share, basic and diluted 67,806,606 43,226,569 60,775,077 42,808,175  
Net loss per share, basic and diluted $ (0.47) $ (0.66) $ (1.12) $ (1.30)  
v3.10.0.1
Net loss per common share - Schedule of Antidilutive securities excluded from computation of earnings per share (Details) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Antidilutive shares excluded from diluted net loss per share        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 13,264,118 6,967,597 13,264,118 6,967,597
Options        
Antidilutive shares excluded from diluted net loss per share        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 4,216,507 4,588,072 4,216,507 4,588,072
Warrants        
Antidilutive shares excluded from diluted net loss per share        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 1,500,886 116,845 1,500,886 116,845
RSUs        
Antidilutive shares excluded from diluted net loss per share        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 4,011,941 2,217,296 4,011,941 2,217,296
ESPP        
Antidilutive shares excluded from diluted net loss per share        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 75,961 45,384 75,961 45,384
Series A convertible preferred stock        
Antidilutive shares excluded from diluted net loss per share        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 3,458,823   3,458,823  
v3.10.0.1
Geographic information - Schedule of Revenue by country (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Geographic information        
Revenue $ 37,306 $ 14,336 $ 64,977 $ 24,674
United States        
Geographic information        
Revenue 34,899 12,945 60,806 22,123
Canada        
Geographic information        
Revenue 1,096 858 2,104 1,457
Rest of World        
Geographic information        
Revenue $ 1,311 $ 533 $ 2,067 $ 1,094