PACIFIC BIOSCIENCES OF CALIFORNIA, INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA PACIFIC BIOSCIENCES OF CALIFORNIA, INC. Index to Consolidated Financial Statements Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 66 Consolidated Financial Statements Consolidated Balance Sheets 69 Consolidated Statements of Operations and Comprehensive (Loss) Income 70 Consolidated Statements of Stockholders’ Equity 71 Consolidated Statements of Cash Flows 72 Notes to Consolidated Financial Statements 73 65 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Pacific Biosciences of California, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Pacific Biosciences of California, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive (loss) income , stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 2022 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. ‎ 66 Business combinations - Valuation of intangible assets Description of the Matter As described in Note 2 to the consolidated financial statements, the Company completed its acquisitions of Omniome, Inc. and Circulomics, Inc. during 2021. The transactions were accounted for as business combinations. As a result of the acquisitions, the Company recorded goodwill of $410.0 million and intangible assets of $411.4 million. Auditing the Company’s accounting for the acquisitions was challenging because the determination of the fair value of the identified intangible assets, which principally consisted of in-process research and development (IPR&D), required management to make subjective estimates and assumptions. The Company used an income approach to measure the intangible assets. The valuation of the intangible assets is subject to higher estimation uncertainty due to management’s judgments in determining significant assumptions that included assumed revenue growth and obsolescence factors. Changes in these significant assumptions could have a significant effect on the fair value of the intangible assets. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls addressing the identified audit risks. For example, we tested controls over management’s review of the significant assumptions used to develop the fair value estimates of the intangible assets. We also tested management’s controls to validate that data used in the fair value estimates were complete and accurate. To test the estimated fair value of the intangible assets, we performed audit procedures that included, among others, evaluating the Company’s valuation models with the assistance of valuation specialists, performing sensitivity analyses to determine which assumptions had the greatest impact on the overall determination of value, and testing the completeness and accuracy of the underlying data used to develop the assumptions. We also evaluated the assumptions by comparing them to market and economic trends, historical results of the Company’s business and other guideline companies within the same industry. 67 Revenue recognition - Estimation of standalone selling price Description of the Matter As described in Note 1 to the consolidated financial statements, the Company's instrument is generally sold in a bundled arrangement and commonly includes the instrument, instrument accessories, installation, one-year period of service, training, and consumables. The consideration for bundled arrangements is allocated between separate performance obligations based on their individual standalone selling price. The Company estimates the standalone selling price of each performance obligation using average selling prices over a 12-month period combined with an assessment of current market conditions. If the standalone selling price is not directly observable, then the Company estimates the standalone selling price by considering multiple factors including, but not limited to, overall market conditions, including geographic or regional specific factors, internal costs, profit objectives, pricing practices and other observable inputs. Auditing the Company's estimated standalone selling price is complex and required a higher level of judgment due to the level of estimation and subjectivity in establishing the standard selling price for products that are not sold separately. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls addressing the identified audit risks. For example, we tested controls over the process to determine the standalone selling price of each performance obligation. We also tested management’s controls to validate that data used were complete and accurate. We tested management’s calculation of the standalone selling price by evaluating the completeness and accuracy of the underlying data used in management's calculation by agreeing the data to historical transactions and contract pricing for backlog orders. We also performed sensitivity analyses of significant assumptions to evaluate the changes in revenue recognized for the period under audit that would result from changes in the Company's estimated standalone selling price for the performance obligations. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2011. Redwood City, California February 28, 2022 ‎ 68 PACIFIC BIOSCIENCES OF CALIFORNIA, INC. Consolidated Balance Sheets December 31, (in thousands, except per share amounts) 2021 2020 Assets Current assets Cash and cash equivalents $ 460,725 $ 81,611 Investments 583,675 237,203 Accounts receivable, net 24,241 16,837 Inventory 24,599 14,230 Prepaid expenses and other current assets 7,394 4,870 Short-term restricted cash 500 836 Total current assets 1,101,134 355,587 Property and equipment, net 32,504 24,899 Operating lease right-of-use assets, net 46,617 29,951 Long-term restricted cash 4,592 3,500 Intangible assets, net 410,979 — Goodwill 409,974 — Other long-term assets 1,170 43 Total assets $ 2,006,970 $ 413,980 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 11,002 $ 3,579 Accrued expenses 36,261 17,350 Deferred revenue, current 10,977 8,722 Operating lease liabilities, current 7,710 4,332 Other liabilities, current 5,759 4,519 Total current liabilities 71,709 38,502 Deferred revenue, non-current 25,049 1,568 Contingent consideration liability, non-current 169,717 — Operating lease liabilities, non-current 49,970 37,667 Convertible senior notes, net, non-current 896,067 — Other liabilities, non-current 3,471 752 Total liabilities 1,215,983 78,489 Commitments and contingencies Stockholders’ equity Preferred stock, $ 0.001 par value: Authorized 50,000 shares; No shares issued or outstanding — — Common stock, $ 0.001 par value: Authorized 1,000,000 shares; issued and outstanding 220,978 and 192,294 shares at December 31, 2021 and December 31, 2020, respectively 221 192 Additional paid-in capital 2,009,945 1,372,083 Accumulated other comprehensive (loss) income ( 1,087 ) 85 Accumulated deficit ( 1,218,092 ) ( 1,036,869 ) Total stockholders’ equity 790,987 335,491 Total liabilities and stockholders’ equity $ 2,006,970 $ 413,980 See accompanying notes to the consolidated financial statements. ‎ 69 PACIFIC BIOSCIENCES OF CALIFORNIA, INC. Consolidated Statements of Operations and Comprehensive (Loss) Income Years Ended December 31, (in thousands, except per share amounts) 2021 2020 2019 Revenue: Product revenue $ 113,505 $ 65,424 $ 77,742 Service and other revenue 17,008 13,469 13,149 Total revenue 130,513 78,893 90,891 Cost of Revenue: Cost of product revenue 56,358 35,424 44,771 Cost of service and other revenue 14,989 10,903 11,544 Amortization of intangible assets 306 — — Total cost of revenue 71,653 46,327 56,315 Gross profit 58,860 32,566 34,576 Operating Expense: Research and development 112,899 64,152 59,630 Sales, general and administrative 124,124 72,799 75,491 Merger-related expenses 31,129 — — Change in fair value of contingent consideration 1,143 — — Total operating expense 269,295 136,951 135,121 Operating loss ( 210,435 ) ( 104,385 ) ( 100,545 ) Gain from Reverse Termination Fee from Illumina — 98,000 — (Loss)/Gain from Continuation Advances from Illumina ( 52,000 ) 34,000 18,000 Interest expense ( 12,530 ) ( 267 ) ( 2,611 ) Other income, net 93 2,055 1,022 (Loss) income before benefit from income taxes ( 274,872 ) 29,403 ( 84,134 ) Benefit from income taxes ( 93,649 ) — — Net (loss) income ( 181,223 ) 29,403 ( 84,134 ) Other comprehensive (loss) income: Unrealized (loss) gain on investments ( 1,172 ) 80 41 Comprehensive (loss) income $ ( 182,395 ) $ 29,483 $ ( 84,093 ) Net (loss) income per share: Basic $ ( 0.89 ) $ 0.18 $ ( 0.55 ) Diluted $ ( 0.89 ) $ 0.17 $ ( 0.55 ) Weighted average shares outstanding used in calculating net (loss) income per share Basic 204,136 165,187 152,527 Diluted 204,136 174,970 152,527 See accompanying notes to the consolidated financial statements. ‎ 70 PACIFIC BIOSCIENCES OF CALIFORNIA, INC. Consolidated Statements of Stockholders ’ Equity Accumulated Additional Other Total Common Stock Paid-in Comprehensive Accumulated Stockholders' (in thousands) Shares Amount Capital (Loss) Income Deficit Equity Balance at December 31, 2018 150,244 150 1,096,053 ( 36 ) ( 982,106 ) 114,061 Net loss — — — — ( 84,134 ) ( 84,134 ) Other comprehensive gain — — — 41 — 41 Issuance of common stock in conjunction with equity plans 2,875 3 8,545 — — 8,548 Stock-based compensation expense — — 16,401 — — 16,401 Balance at December 31, 2019 153,119 $ 153 $ 1,120,999 $ 5 $ ( 1,066,240 ) $ 54,917 Net income — — — — 29,403 29,403 Other comprehensive gain — — — 80 — 80 ASC326 adoption effect ( 32 ) ( 32 ) Issuance of common stock in conjunction with equity plans 9,819 10 46,350 — — 46,360 Issuance of common stock from Underwritten Public Equity Offerings, net of issuance costs 29,356 29 187,201 — — 187,230 Stock-based compensation expense — — 17,533 — — 17,533 Balance at December 31, 2020 192,294 $ 192 $ 1,372,083 $ 85 ( 1,036,869 ) $ 335,491 Net loss — — — — ( 181,223 ) ( 181,223 ) Other comprehensive loss — — — ( 1,172 ) — ( 1,172 ) Issuance of common stock in conjunction with equity plans 8,557 9 31,797 — — 31,806 Issuance of common stock in Private Placement, net of issuance costs 11,215 11 294,834 — — 294,845 Issuance of common stock in acquisition of Omniome 8,912 9 237,876 — — 237,885 Stock-based compensation expense — — 73,355 — — 73,355 Balance at December 31, 2021 220,978 $ 221 $ 2,009,945 $ ( 1,087 ) ( 1,218,092 ) $ 790,987 See accompanying notes to the consolidated financial statements. ‎ 71 PACIFIC BIOSCIENCES OF CALIFORNIA, INC. Consolidated Statements of Cash Flows Years Ended December 31, (in thousands) 2021 2020 2019 Cash flows from operating activities Net (loss) income $ ( 181,223 ) $ 29,403 $ ( 84,134 ) Adjustments to reconcile net loss to net cash used in operating activities Loss (gain) from Continuation Advances 52,000 ( 34,000 ) ( 18,000 ) Depreciation 7,199 6,428 7,265 Amortization of intangibles 381 — — Amortization of right-of-use assets 4,005 2,876 2,683 Amortization of debt discount and financing costs 539 129 1,212 Stock-based compensation 73,355 17,533 16,401 Loss from derivative — — ( 16 ) Amortization (accretion) from investment premium (discount) 4,011 ( 107 ) ( 913 ) Change in the estimated fair value of contingent consideration 1,143 — — Loss on disposition of equipment 54 — 194 Deferred income taxes ( 93,649 ) — — Changes in assets and liabilities Accounts receivable ( 7,166 ) ( 1,603 ) ( 6,671 ) Inventory ( 12,431 ) ( 1,096 ) 3,915 Prepaid expenses and other assets ( 1,024 ) ( 1,063 ) ( 523 ) Accounts payable 6,363 ( 5,072 ) 1,713 Accrued expenses 15,320 4,102 2,333 Deferred revenue 25,736 729 2,134 Operating lease liabilities ( 4,990 ) ( 3,802 ) ( 3,428 ) Other liabilities ( 803 ) 5,046 ( 2,477 ) Net cash (used in) provided by operating activities ( 111,180 ) 19,503 ( 78,312 ) Cash flows from investing activities Purchase of property and equipment ( 5,931 ) ( 1,039 ) ( 2,836 ) Cash paid for purchase of Circulomics, net of cash acquired ( 28,560 ) — — Cash paid for purchase of Omniome, net of cash acquired ( 291,233 ) — — Purchase of investments ( 988,046 ) ( 373,283 ) ( 57,727 ) Sales of investments 212,734 1,400 1,500 Maturities of investments 422,505 153,600 121,110 Net cash (used in) provided by in investing activities ( 678,531 ) ( 219,322 ) 62,047 Cash flows from financing activities Continuation Advances ( 52,000 ) 34,000 18,000 Proceeds from issuance of Convertible Senior Notes, net of issuance costs 895,536 — — Proceeds from issuance of common stock under equity offerings, net of issuance costs 294,845 187,479 — Proceeds from issuance of common stock from equity plans 31,806 46,360 8,548 Notes payable principal payoff ( 361 ) ( 16,000 ) — Other ( 245 ) — — Net cash provided by financing activities 1,169,581 251,839 26,548 Net increase in cash and cash equivalents and restricted cash 379,870 52,020 10,283 Cash and cash equivalents and restricted cash at beginning of period 85,947 33,927 23,644 Cash and cash equivalents and restricted cash at end of period $ 465,817 $ 85,947 $ 33,927 Cash and cash equivalents at end of period 460,725 81,611 29,627 Restricted cash at end of period 5,092 4,336 4,300 Cash and cash equivalents and restricted cash at end of period $ 465,817 $ 85,947 $ 33,927 Supplemental disclosure of cash flow information Interest paid $ 6,928 $ 491 $ 1,400 Supplemental disclosure of non-cash investing and financing activities Inventory transferred to property and equipment 2,586 1,097 2,062 Property and equipment transferred to inventory ( 383 ) ( 919 ) ( 1,536 ) Right-of-use asset and liability additions and modifications 2,576 - - Issuance of common stock in acquisition of Omniome 237,885 - - See accompanying notes to the consolidated financial statements. 72 PACIFIC BIOSCIENCES OF CALIFORNIA, INC. Notes to Consolidated Financial Statements NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Business Overview We are a premier life science technology company that is designing, developing and manufacturing advanced sequencing solutions to help scientists and clinical researchers resolve genetically complex problems. Our products and technology under development stem from two highly differentiated core technologies focused on accuracy, quality and completeness which include our existing HiFi long read sequencing technology and our emerging short read Sequencing by Binding (SBB ® ) technology. Our products address solutions across a broad set of applications including human germline sequencing, plant and animal sciences, infectious disease and microbiology, oncology, and other emerging applications. Our focus is on providing our customers with advanced sequencing technologies with higher throughput and improved workflows that we believe will enable dramatic advancements in routine healthcare. Our customers include academic and governmental research institutions, commercial testing and service laboratories, genome centers, public health labs, hospitals and clinical research institutes, contract research organizations (CROs), pharmaceutical companies and agricultural companies. References in this report to “PacBio,” “we,” “us,” the “Company,” and “our” refer to Pacific Biosciences of California, Inc. and its consolidated subsidiaries. Basis of Presentation Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, as set forth in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC. The consolidated financial statements include the accounts of Pacific Biosciences and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes to the financial statements. On an ongoing basis, we evaluate our significant estimates including, but not limited to, the valuation of inventory, the determination of stand-alone selling prices for revenue recognition, the fair value of contingent consideration, the valuation of acquired intangible assets, the fair value of certain equity awards, the useful lives assigned to long-lived assets, the computation of provisions for income taxes, the borrowing rate used in calculating the operating lease right-of-use assets and operating lease liabilities, the probability associated with variable payments under partnership development agreements, and the valuations related to our convertible senior notes. While the extent of the impact of the COVID-19 pandemic on our business is highly uncertain, we considered the impact on our assumptions and estimates used to determine the results reported and asset valuations as of December 31, 2021. Actual results could differ materially from these estimates. Functional Currency The U.S. dollar is the functional currency of our international operations. We remeasure foreign subsidiaries monetary assets and liabilities to the U.S. dollar and record net gains or losses from remeasurement in other income, net, in the consolidated statement of operations and comprehensive (loss) income. Cash, Cash Equivalents, and Investments We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. We classify our investments in debt securities as available-for sale and report the investments at fair value in current assets. We evaluate our available-for-sale investments in unrealized loss positions and assess whether the unrealized loss is credit- 73 related. Unrealized gains and losses that are not credit-related are recognized in accumulated other comprehensive (loss) income in stockholders’ equity. Realized gains and losses, expected credit losses, as well as interest income, on available-for-sale securities are also reported in other income, net. The cost used in the determination of gains and losses of securities sold is based on the specific identification method. The cost of marketable securities is adjusted for the amortization of premiums and discounts to expected maturity. Premium and discount amortization is recorded in other income, net. Our investment portfolio at any point in time contains investments in cash deposits, money market funds, commercial paper, corporate debt securities and US government and agency securities with high credit ratings. We have established guidelines regarding diversification and maturities of investments with the objectives of maintaining safety and liquidity, while maximizing yield. Concentration and Credit Risks Financial instruments that potentially subject us to credit risk consist principally of interest-bearing investments and trade receivables. We maintain cash, cash equivalents and investments with various major financial institutions. The counterparties to the agreements relating to our investment securities consist of various major corporations, financial institutions, municipalities and government agencies of high credit standing. At December 31, 2021, most of our cash was deposited with U.S. financial institutions. Our investment policy generally restricts the amount of credit exposure to any one issuer. There is no limit to the percentage of the portfolio that may be maintained in securities issued by the U.S. Treasury and U.S. Government Agencies, or other securities fully backed by US Treasury or Government agencies. We have not experienced significant credit losses from financial institutions. Our trade receivables are derived from net revenue to customers and distributors located in the United States and other countries. We perform credit evaluations of our customers’ financial condition and, generally, require no collateral from our customers. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts. We regularly review our trade receivable including consideration of factors such as historical experience, the age of the accounts receivable balances, customer creditworthiness, customer industry, and current and forecasted economic conditions that may affect a customer’s ability to pay. We have not experienced any significant credit losses to date. Although we have historically not experienced significant credit losses, our exposure to credit losses may increase if our customers are adversely affected by changes in economic pressures or uncertainty associated with local or global economic recessions, disruption associated with the current COVID-19 pandemic, or other customer-specific factors. For the years ended December 31, 2021, 2020 and 2019, one customer, Gene Company Limited, accounted for approximately 13 %, 14 % and 17 % our total revenue, respectively. As of December 31, 2021 and 2020, 53 % and 43 % of our accounts receivable were from domestic customers, respectively. As of December 31, 2021, no customer represented 10% of greater of our net accounts receivable. As of December 31, 2020, two customers, Berry Genomics Co., Ltd and Gene Company Limited, represented approximately 15 % and 12 % of our net accounts receivable, respectively. We currently purchase several key parts and components used in the manufacture of our products from a limited number of suppliers. Generally, we have been able to obtain an adequate supply of such parts and components but in certain instances have incurred additional costs to secure supply constrained materials. An extended interruption in the supply of parts and components currently obtained from our suppliers could adversely affect our business and consolidated financial statements. Inventory Inventories are stated at the lower of average cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess or obsolete balances. Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs while determining net realizable value of inventories involves numerous judgements, including projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories. 74 We make inventory purchases and commitments to meet future shipment schedules based on forecasted demand for our products. The business environment in which we operate is subject to rapid changes in technology and customer demand. We perform a detailed assessment of inventory each period, which includes a review of, among other factors, demand requirements, product life cycle and development plans, component cost trends, product pricing, product expiration, and quality issues. Based on our analysis, we record adjustments to inventory for potentially excess, obsolete, or impaired goods, when appropriate, to report inventory at net realizable value. Inventory adjustments may be required if actual demand, component costs, supplier arrangements, or product life cycles differ from our estimates. Any such adjustments would result in a charge to our results of operations. Property and Equipment, Net Property and equipment are stated at cost, reviewed regularly for impairment charges, and depreciated over the estimated useful lives of the assets, using the straight-line method. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the related asset. Major improvements are capitalized, while maintenance and repairs are expensed as incurred. Estimated useful lives of the major classes of property and equipment are as follows: Estimated Useful Lives Leasehold improvements 3 to 10 years Lab equipment 3 to 5 years Computer equipment 3 to 5 years Computer software 3 years Furniture and fixtures 3 to 5 years Impairment of Tangible Long-Lived Assets We periodically review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate. Fair value is estimated based on discounted future cash flows. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. To date, we have not recorded any impairment charges. Operating Leases We record operating lease right-of-use assets and liabilities on our Consolidated Balance Sheets for all leases with a term of more than 12 months. The operating lease right-of-use assets and liabilities are calculated as the present value of remaining minimum lease payments over the remaining lease term using our estimated secured incremental borrowing rates at the commencement date. Lease payments included in the measurement of the lease liability comprise the fixed rent per the term of the Lease. Operating lease expense is recognized on a straight-line basis over the lease term, with variable lease payments, such as common area maintenance fees, recognized in the period incurred. Goodwill and Intangible Assets We perform annual impairment testing of goodwill and in-process research and development project (“IPR&D”) in the second quarter of each year, or more frequently if indicators of potential impairment exist. We capitalize IPR&D assets and will begin to amortize the asset over the life of the product upon commercialization or record an impairment charge if the project is abandoned. We also capitalize finite-lived intangibles assets and amortize them on a straight-line basis over the estimated useful lives. Finite-lived intangibles assets include our acquired developed technology and customer relationships. We regularly review the carrying amount and useful lives of our finite-lived assets to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. 75 Short-term Restricted Cash At December 31, 2021, the short-term restricted cash balance of $ 0.5 million consisted of security deposits for employee credit cards . Long-term Restricted Cash Under the lease agreement for our corporate offices, we were required to establish a letter of credit for the benefits of the landlord and to submit $ 4.5 million as a deposit for the letter of credit in October 2015. Subsequently pursuant to the terms of the O’Brien Lease, beginning on May 1, 2019, the amount of the letter of credit was reduced by $ 0.5 million each year thereafter on May 1. As such, $ 3.0 million and $ 3.5 million was recorded in long-term restricted cash related to the O’Brien Lease in the Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020, respectively. In connection with the acquisition of Omniome in September 2021, we acquired $ 1.6 million of long-term restricted cash related to a letter of credit established for a facility lease. Revenue Recognition Our revenue is generated primarily from the sale of products and services. Product revenue primarily consists of sales of our instruments and related consumables. Service and other revenue consists primarily of revenue earned from product maintenance agreements. We account for a contract with a customer when there is a legally enforceable contract between us and the customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. Revenues are recognized when control of the promised goods or services is transferred to our customers or services are performed, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our instrument sales are generally sold in a bundled arrangement and commonly include the instrument, instrument accessories, installation, training, and consumables. Additionally, our instrument sale arrangements generally include a one-year period of service. For such bundled arrangements, we account for individual products and services separately if they are distinct, that is, if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. Our customers cannot benefit from our instrument systems without installation, and installation can only be performed by us or qualified distributors. As a result, the system and installation are considered to be a single performance obligation recognized after installation is completed except for sales to qualified distributors, in which case the system is distinct and recognized when control has transferred to the distributor which typically occurs upon shipment. The consideration for bundled arrangements is allocated between separate performance obligations based on their individual standalone selling price. We determine the best estimate of standalone selling price using average selling prices over a 12-month period combined with an assessment of current market conditions. If the standalone selling price is not directly observable, then we will estimate the SSP by considering multiple factors including, but not limited to, overall market conditions, including geographic or regional specific factors, internal costs, profit objectives, pricing practices and other observable inputs. We recognize revenues as performance obligations are satisfied by transferring control of the product or service to the customer or over the term of a product maintenance agreement with a customer. Our revenue arrangements generally do not provide a right of return. Revenue is recorded net of discounts, distributor commissions, and sales taxes collected on behalf of governmental authorities. We record deferred revenues when cash payments are received or due in advance of our performance. Deferred revenue for instrument service contracts is recognized over the related performance period, generally one year to five years, on a straight-line basis as we are standing ready to provide services and a time-based measure of progress best reflects the satisfaction of the performance obligation. 76 Cost of Revenue Cost of revenue reflects the direct cost of product components, third-party manufacturing services and our internal manufacturing overhead and customer service infrastructure costs incurred to produce, deliver, maintain and support our instruments, consumables, and services. There are no incremental costs associated with our contractual revenue; all product development costs are reflected in research and development expense. Manufacturing overhead is predominantly comprised of labor and facility costs. We determine and capitalize manufacturing overhead into inventory based on a standard cost model that approximates actual costs. Service costs include the direct costs of components used in support, repair and maintenance of customer instruments as well as the cost of personnel, materials, shipping and support infrastructure necessary to support our installed customer base. Research and Development Research and development expense consists primarily of expenses for personnel engaged in the development of our core technology, the design and development of our future products and current product enhancements. These expenses also include prototype-related expenditures, development equipment and supplies, partner development costs, facilities costs and other related overhead. We expense research and development costs during the period in which the costs are incurred. However, we defer and capitalize non-refundable advance payments made for research and development activities until the related goods are received or the related services are rendered. Credit Losses We adopted Topic 326 on January 1, 2020. The adoption of Topic 326 did not have a material impact on our financial statements and our bad debt expense was immaterial as of the years ended December 31, 2020 and 2021. Trade accounts receivable - The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts. We regularly review the allowance by considering factors such as the age of the accounts receivable balances, customer creditworthiness, customer industry, and current and forecasted economic conditions that may affect a customer’s ability to pay. Available-for-sale debt securities - Our investment portfolio at any point in time contains investments in cash deposits, money market funds, commercial paper, corporate debt securities and US government and agency securities. We regularly review the securities in an unrealized loss position and evaluate the current expected credit loss by considering factors such as significance of loss, historical experience, market data, issuer-specific factors, and current economic conditions and concluded that an allowance for credit losses was immaterial as of December 31, 2021. The unrealized losses on our investments are mainly attributable to government securities, including U.S. government and U.S. agency bond securities, impacted by movements in market rates and not due to issuer credit ratings. We have the ability to hold and do not intend to sell the investments in unrealized loss positions before the recovery of their amortized cost bases. Although we have historically not experienced significant credit losses, our exposure to credit losses may increase if our customers are adversely affected by changes in economic pressures or uncertainty associated with local or global economic recessions, disruptions associated with the evolution of the COVID-19 pandemic, or other customer-specific factors. 77 Income Taxes We account for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of our assets and liabilities and the amounts reported in the financial statements. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development credit carryforwards. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. A full valuation allowance is provided against our net deferred tax assets as it is more likely than not that the deferred tax assets will not be fully realized. We regularly review our positions taken relative to income taxes. To the extent our tax positions are more likely than not going to result in additional taxes, we accrue the estimated amount of tax related to such uncertain positions. Stock-based Compensation We account for share-based payments using a fair-value based method for costs related to all share-based payments, including stock options, restricted stock units, and stock issued under our employee stock purchase plan (“ESPP”). We estimate the fair value of share-based payment awards that are stock options and issued under our ESPP on the date of grant using an option-pricing model. See Note 10. Stockholders’ Equity for further information regarding stock-based compensation. Other Comprehensive (Loss) Income Other comprehensive (loss) income is comprised of unrealized gains (losses) on our investment securities. Shipping and Handling Costs related to shipping and handling are included in cost of revenues for all periods presented. Recent Accounting Pronouncements Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470-20, which will result in fewer embedded conversion options being accounted for separately from the debt host. The guidance also amends and simplifies the calculation of earnings per share relating to convertible instruments. This guidance is effective for annual periods beginning after December 15, 2021, including interim periods within that reporting period, excluding smaller reporting companies. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within that reporting period, using either a full or modified retrospective approach. We adopted ASU 2020-06 on January 1, 2021. Because we had no convertible instruments within the scope of ASU 2020-06 at the time of adoption, there was no impact of adoption on our consolidated financial statements. In February 2021, we issued $900 million of 1.50% Convertible Senior Notes due February 15, 2028, as described in Note 7. Convertible Senior Notes , which are accounted for under ASU 2020-06. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740 ): Simplifying the Accounting for Income Taxes . This ASU simplifies the accounting for income taxes by clarifying and amending existing guidance related to the recognition of franchise tax, the evaluation of a step up in the tax basis of goodwill, and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications. The standard is effective for our annual reporting periods beginning after December 15, 2020, including interim reporting periods within those fiscal years. We adopted ASU 2019-12 on January 1, 2021, and the adoption did not have a material impact on our consolidated financial statements. 78 Accounting Pronouncements Pending Adoption In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU provides specific guidance on how to recognize contract assets and contract liabilities related to revenue contracts with customers acquired in a business combination. This amendment improves comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. This authoritative guidance will be effective for us in the first quarter of 2023, with early adoption permitted. We are currently evaluating the effect of this new guidance on our consolidated financial statements. NOTE 2. BUSINESS ACQUISITIONS Omniome, Inc. On September 20, 2021, we completed our acquisition of Omniome, Inc. (“Omniome”), a San Diego-based company developing a highly differentiated, proprietary short-read DNA sequencing platform capable of delivering high accuracy. In connection with the acquisition, all outstanding equity securities of Omniome were cancelled in exchange for approximately $ 315.7 million in cash, 8,911,580 shares of our common stock with a fair value of $ 249.4 million and contingent consideration with a fair value of $ 168.6 million. The fair value of the 8,911,580 common shares issued was determined based on the closing market price of PacBio’s common shares on the acquisition date. In addition, approximately $ 18.9 million, comprised of $ 7.4 million of cash, 226,811 shares of our common stock with a fair value of $ 6.3 million, and $ 5.2 million related to contingent consideration, was accounted for as a one-time post acquisition stock-based compensation expense. This stock-based compensation expense was due to accelerated vesting of Omniome stock awards in connection with the acquisition. Total consideration transferred for the acquisition is as follows (in thousands): Total cash paid $ 315,703 Fair value of share consideration 249,435 Fair value of contingent consideration 168,574 Less: Stock-based compensation expense excluded from consideration transferred ( 18,923 ) Total consideration transferred $ 714,789 The contingent consideration of $ 200 million (composed of $ 100 million in cash and $ 100 million in shares of our common stock) is due upon the achievement of a milestone, defined as the first commercial shipment to a customer of a nucleotide sequencing platform, comprising both an instrument and related consumables, that utilizes SBB technology. The number of shares of stock to be issued will be determined using the volume-weighted average of the trading prices of our common stock for the twenty trading days ending with and including the trading day that is two days immediately prior to the achievement of the milestone. Of the $ 100 million in shares of our common stock to be issued as part of the milestone, $ 4.1 million is attributable to stock options issued by PacBio in replacement of Omniome’s unvested options as part of the transaction. The contingent consideration is accounted for as a liability at fair value, with changes during each reporting period recognized in our Consolidated Statements of Operations and Comprehensive (Loss) Income. The fair value of the contingent consideration liability, with the assistance from a third-party valuation firm, is based on a scenario-based method which considers a range of possible outcomes and their assigned probabilities of occurrence. The potential outcomes are discounted to present value at a discount rate equal to the sum of the term-matched risk-free-interest rate plus PacBio’s credit spread. 79 The acquisition was accounted for as a business combination and, accordingly, the total fair value of the consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. The major classes of assets and liabilities to which we have allocated the total fair value of the consideration transferred were as follows (in thousands): Cash and cash equivalents $ 15,338 Property and equipment, net 6,123 Operating lease right-of-use assets, net 18,095 In-process research and development ("IPR&D") 400,000 Goodwill 390,665 Other assets 3,203 Deferred income tax liability ( 91,814 ) Liabilities assumed ( 26,821 ) Total consideration transferred $ 714,789 The purchase price allocation is preliminary. We continue to collect information regarding certain estimates and assumptions, including potential liabilities and contingencies. We will recognize adjustments to the preliminary amounts with a corresponding adjustment to goodwill in the reporting period in which the adjustments to the preliminary amounts are determined over a period not to exceed twelve months. During the year ended December 31, 2021, we recorded a measurement period adjustment of $ 1.6 million to decrease goodwill and a corresponding $ 0.4 million to decrease the deferred tax liability on the Consolidated Balance Sheet, and a $ 1.2 million decrease to our benefit from income taxes on the Consolidated Statements of Operations and Comprehensive (Loss) Income. The measurement period adjustment was due to new information that became available to us upon the completion of the IRC Section 382 Tax Study, where we identified additional net operating losses that are available to us from acquired assets. Refer to Note 9. Income Taxes for more information. The goodwill recognized was primarily attributable to the assembled workforce and synergies that are expected to occur from the integration of Omniome and is not deductible for income tax purposes. We allocated $ 400 million of the purchase price to acquired in-process research and development. The fair value of the IPR&D was determined, with the assistance of a third-party valuation firm, using an income approach based on a forecast of expected future cash flows. Expected future cash flows utilize significant assumptions such as assumed revenue growth, discount rate and obsolescence factors. The IPR&D will remain on our consolidated balance sheet as an indefinite-lived intangible asset until the completion or abandonment of the associated research and development activities. During the development period following the acquisition, IPR&D will not be amortized, but instead will be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. We incurred costs related to the Omniome acquisition of approximately $ 12.0 million during the twelve months ended December 31, 2021, which are included in merger-related costs on the Consolidated Statement of Operations and Comprehensive (Loss) Income. Separately, in connection with the Omniome acquisition, on September 20, 2021, we issued and sold 11,214,953 shares of common stock in a private placement transaction at a price of $ 26.75 per share, for aggregate proceeds of approximately $ 294.8 million, net of issuance costs of approximately $ 5.2 million. We were also required to register the private placement shares for resale following the closing of the merger. The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if Omniome had been acquired as of the beginning of the comparable fiscal year prior to the year of acquisition, giving effect on a pro forma basis to the purchase accounting adjustments such as $ 12.0 million of PacBio acquisition-related costs, $ 18.9 million of stock-based compensation expense related to acceleration of certain Omniome stock options not attributable to pre-combination service, and a $ 91.0 million one-time income tax benefit from the reduction of our deferred tax asset valuation allowance resulting from the Omniome acquisition, as well as a pro forma adjustment to reflect $ 16.7 million of Omniome’s acquisition-related costs. The unaudited pro forma information presented below is for 80 informational purposes only and is not necessarily indicative of the consolidated results of the combined business had the acquisition actually occurred at the beginning of the fiscal year 2020 or the results of future operations of the combined business. The following table summarizes the unaudited pro forma financial information: Years Ended December 31, (in thousands, except per share amounts) 2021 2020 Pro forma total revenue $ 130,513 $ 78,893 Pro forma net (loss) income $ ( 278,451 ) $ 17,510 Pro forma net (loss) income per share - basic and diluted $ ( 1.27 ) $ 0.09 Our consolidated financial statements include the results of operations for Omniome beginning September 20, 2021. Since the date of acquisition, revenues of $ 0 and a net loss of $ 15.6 million from the acquired Omniome business have been included in our Consolidated Statement of Operations and Comprehensive (Loss) Income for the twelve months ended December 31, 2021. Circulomics, Inc. On July 20, 2021, we acquired Circulomics Inc. (“Circulomics”), a Maryland-based biotechnology company focused on delivering highly differentiated sample preparation products that enable genomic workflows. We paid $ 29.5 million in cash in exchange for all outstanding shares of common stock of Circulomics. We allocated the consideration transferred to the identifiable assets acquired and liabilities assumed based on their respective fair values at the date of the completion of the acquisition. The major classes of assets and liabilities to which we have allocated the total fair value of the consideration transferred were as follows (in thousands): Cash and cash equivalents $ 987 Property and equipment, net 214 Intangible assets 11,360 Goodwill 19,309 Other assets 467 Deferred income tax liability ( 2,672 ) Liabilities assumed ( 118 ) Total consideration transferred $ 29,547 The excess of the value of consideration paid over the aggregate fair value of those net assets has been recorded as goodwill. We recognized goodwill of $ 19.3 million, which is primarily attributable to the synergies expected from capabilities in extraction and sample preparation and is not deductible for income tax purposes. We recorded $ 11.4 million for the fair value of acquired intangible assets, of which $ 11.0 million consists of developed technology. The fair value of the developed technology was determined, with the assistance from a third-party valuation firm, using an income approach based on a forecast of expected future cash flows. The purchase price allocation is preliminary as we continue to collect information with regard to certain estimates and assumptions. We will record adjustments to the fair value of the assets acquired, liabilities assumed and goodwill within the twelve-month measurement period, if necessary. NOTE 3. INVITAE COLLABORATION ARRANGEMENT On January 12, 2021 we entered into a multi-year Development and Commercialization Agreement (the “Development Agreement”) with Invitae Corporation (“Invitae”). Pursuant to the Development Agreement, Invitae is providing certain funding to us to develop products relating to production-scale high-throughput sequencing (“Program Products”). If Program Products become commercially available, Invitae may purchase the Program Products. In addition to selling the Program Products to Invitae, we will have the right to broadly commercialize Program Products for sale to other customers. 81 Under the Development Agreement, Invitae is funding certain development costs we incur in connection with the Program Products (“Program Development Costs”). Under the Development Agreement, we will be responsible for conducting a program to develop Program Products, and subsequently for manufacturing the Program Product. We jointly make general decisions regarding the development program with Invitae but we are responsible for research and development activities. The development program is expected to last approximately sixty months but may be shorter or longer. The primary benefit of the arrangement to Invitae is preferred pricing on the Program Products. Each Program Product will have a preferential pricing period, which will not exceed four years from the date of the first delivery of that Program Product (“Preferential Pricing Period”). During the Preferential Pricing Period for each Program Product, we are obligated to sell the Program Product at a substantial discount to Invitae until a multiple of the contribution received from Invitae is repaid. For a specified period after the end of the Preferential Pricing Period, we have arranged to sell the Program Product to Invitae at a higher price, as determined by a formula, than the price during the Preferential Pricing Period (“Extended Pricing Period”). The Extended Pricing Periods will terminate early if Invitae does not meet certain volume minimums. We and Invitae may terminate the Development Agreement if the other party remains in material breach of the Development Agreement following a cure period to remedy the material breach and certain other circumstances by each party, including circumstances where Invitae may terminate for delays, intellectual property concerns, our change in control, or without cause. In certain termination circumstances, (i) we will be obligated to refund all or a portion of the development costs advanced by Invitae and/or (ii) we will owe Invitae a share of the revenue that may be generated from the sale of the Program Products to third parties if and when they are commercialized, until such time as Invitae has recouped the amounts paid to us, and in certain circumstances, a mutually agreed return. We have incurred and expect to incur significant development costs over the duration of the Development Agreement. There can be no assurances that the development program will be successful or that the Program Products will become ready for commercial sale. The contract is accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers as the primary benefit from the arrangement to Invitae is the ability to procure the Program Products during the Preferential Pricing Period at substantial discounts. Invitae is not expected to substantially benefit from the intellectual property developed under the arrangement, or benefit from other goods or services during the development period. We will recognize proportionate amounts of t he material right in revenue as the performance obligations are satisfied, which is when Invitae places purchase orders for Program Products and the associated goods or services are delivered. Discounts that are not expected to be used will be recognized consistent with the guidance in Topic 606 relating to breakage, in proportion to the expected purchases by Invitae. Any remaining unused discounts will be recognized when they expire. All amounts received from Invitae are initially deferred and accumulated in deferred revenue, non-current. As of December 31, 2021, we have recognized payments received from Invitae of $ 23.5 million in deferred revenue, non-current, on the Consolidated Balance Sheet. Costs incurred to develop the Program Products are research and development costs and are expensed as incurred. There were no capitalized origination or fulfilment costs related to the arrangement with Invitae that are eligible to be capitalized. NOTE 4. TERMINATION OF MERGER WITH ILLUMINA On November 1, 2018, we entered into an Agreement and Plan of Merger (as amended, the “Illumina Merger Agreement”) with Illumina, Inc. (“Illumina”) and FC Ops Corp., a wholly owned subsidiary of Illumina (“Illumina Merger Sub”). On January 2, 2020, we, Illumina and Illumina Merger Sub, entered into an agreement to terminate the Merger Agreement (the “Termination Agreement”). 82 Continuation Advances from Illumina As part of the Termination Agreement, Illumina paid us cash payments (“Continuation Advances”) of $ 18.0 million during the fourth quarter of 2019 and $ 34.0 million during the first quarter of 2020. We recorded the $ 34.0 million and $ 18.0 million as non-operating income in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2020 and 2019, respectively. Up to the full $ 52.0 million of Continuation Advances paid to us were repayable without interest to Illumina if, within two years of March 31, 2020, we entered into, or consummated a Change of Control Transaction or raised at least $ 100 million in a single equity or debt financing (that may have multiple closings), with the amount repayable dependent on the amount raised by us. Resulting from the issuance and sale of $ 900 million of 1.50 % Convertible Senior Notes due February 15, 2028 , $ 52.0 million of Continuation Advances were paid without interest to Illumina in February 2021 and recorded a non-operating expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2021. Please refer to Note 1. Organization and Significant Accounting Policies for the accounting treatment of the Continuation Advances. Reverse Termination Fee from Illumina As part of the Termination Agreement, Illumina paid us a $ 98.0 million termination fee (the “Reverse Termination Fee”), from which we paid our financial advisor associated fees of $ 6.0 million in April 2020. Pursuant to the Termination Agreement, in the event that, on or prior to September 30, 2020, we entered into a definitive agreement providing for, or consummated, a Change of Control Transaction, then we may have been required to repay the Reverse Termination Fee (without interest) to Illumina in connection with the consummation of such Change of Control Transaction. As indicated in ASC 450, Contingencies , a gain contingency usually is not recognized in the financial statements until the period in which all contingencies are resolved and the gain is realizable. As such, we deferred the gain from the Reverse Termination Fee from Illumina until the date when the associated contingency lapsed. On October 1, 2020, the contingency clauses lapsed and we recorded the $ 98.0 million as a part of non-operating income in the fourth quarter of 2020. NOTE 5. FINANCIAL INSTRUMENTS Fair Value of Financial Instruments Fair value is the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy established under GAAP requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:  Level 1: quoted prices in active markets for identical assets or liabilities;  Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and  Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider an active market as one in which transactions for the asset or liability occurs with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, we view an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over 83 time or among market makers. Where appropriate, our non-performance risk, or that of our counterparty, is considered in determining the fair values of liabilities and assets, respectively. We classify our cash deposits and money market funds within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. We classify our investments as Level 2 instruments based on market pricing and other observable inputs. We did not classify any of our investments within Level 3 of the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The carrying amount of our accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other liabilities, current, approximate fair value due to their short maturities. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table sets forth the fair value of our financial assets and liabilities that were measured on a recurring basis as of December 31, 2021 and December 31, 2020 respectively: December 31, 2021 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Cash and money market funds $ 327,315 $ — $ — $ 327,315 $ 43,040 $ — $ — $ 43,040 Commercial paper — 133,185 — 133,185 — 32,537 — 32,537 U.S. government & agency securities — 225 — 225 — 170 — 170 U.S. Treasury security — — — — — 5,864 — 5,864 Total cash and cash equivalents 327,315 133,410 — 460,725 43,040 38,571 — 81,611 Investments: Commercial paper — 187,632 — 187,632 — 112,644 — 112,644 Corporate debt securities — 8,968 — 8,968 — 17,456 — 17,456 U.S. government & agency securities — 387,075 — 387,075 — 107,103 — 107,103 Total investments — 583,675 — 583,675 — 237,203 — 237,203 Short-term restricted cash: Cash 500 — — 500 836 — — 836 Long-term restricted cash: Cash 4,592 — — 4,592 3,500 — — 3,500 Total assets measured at fair value $ 332,407 $ 717,085 $ — $ 1,049,492 $ 47,376 $ 275,774 $ — $ 323,150 Liabilities Continuation advances $ — $ — $ — $ — $ — $ — $ — $ — Contingent consideration — — 169,717 169,717 — — — — Total liabilities measured at fair value $ — $ — $ 169,717 $ 169,717 $ — $ — $ — $ — We classify contingent consideration, which was incurred in connection with the acquisition of Omniome, within Level 3 as factors used to develop the estimate of fair value include unobservable inputs that are not supported by market activity and are significant to the fair value. 84 On a quarterly basis, we estimate the fair value of the contingent consideration liability by discounting the probability-weighted outcomes to present value using an estimate of our borrowing rate and the risk-free rate. The potential outcomes of milestone achievement dates are within the period from December 31, 2022 to June 30, 2025. A decrease in the probability of an earlier scenario within this range would result in a decrease in the fair value of the liability. The discount rates used are the sum of the U.S. risk-free rate and the estimated subordinated credit spread for B- and B credit rating, which ranges from 4.8 % to 5.5 %. Changes in our estimated subordinated credit spread can result in changes in the fair value of the contingent consideration liability, where a lower credit spread may result in an increased liability valuation. Changes in the estimated fair value of the contingent consideration liability for the year ended December 31, 2021 were as follows: (in thousands) Level 3 Beginning balance as of January 1, 2021 - Acquisition of Omniome 168,574 Change in estimated fair value 1,143 Ending balance as of December 31, 2021 169,717 Changes to the fair value are recorded as the Change in fair value of contingent consideration in the Consolidated Statement of Operations and Comprehensive (Loss) Income. As of December 31, 2020, we classified the Continuation Advances, which were incurred in connection with the Illumina Merger Agreement and were subject to repayment under certain circumstances, as a financial liability and were reported at fair value. The estimated fair value of the liability related to the Continuation Advances was determined using Level 3 inputs, or significant unobservable inputs. Management assessed the fair value of this financial instrument to be zero at December 31, 2020. We were first approached by SB Northstar LP during the quarter ended March 31, 2021 regarding a potential convertible debt transaction. As discussed further below in Note 7. Convertible Senior Notes , in February 2021, we entered into an investment agreement with SB Northstar LP for the issuance and sale of $ 900 million of 1.50 % Convertible Senior Notes due February 15, 2028 . As a result, $ 52.0 million of Continuation Advances were repaid without interest to Illumina in February 2021 and recorded as a non-operating expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2021. There was no further liability exposure for Continuation Advances as of December 31, 2021. For the year ended December 31, 2021, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and our valuation techniques did not change compared to the prior year. As discussed above, we recorded a contingent consideration liability in connection with our acquisition of Omniome during the year ended December 31, 2021. 85 Cash, Cash Equivalents and Investments The following table summarizes our cash, cash equivalents and investments as of December 31, 2021 and 2020: As of December 31, 2021 Gross Gross Amortized unrealized unrealized Fair (in thousands) Cost gains losses Value Cash and cash equivalents: Cash and money market funds $ 327,316 $ — $ — $ 327,316 Commercial paper 133,190 — ( 5 ) 133,185 U.S. government & agency securities 225 — — 224 Total cash and cash equivalents 460,731 — ( 5 ) 460,725 Investments: Commercial paper 187,705 — ( 73 ) 187,632 Corporate debt securities 8,964 9 ( 5 ) 8,968 U.S. government & agency securities 388,088 1 ( 1,014 ) 387,075 Total investments 584,757 10 ( 1,092 ) 583,675 Total cash, cash equivalents and investments $ 1,045,488 $ 10 $ ( 1,097 ) $ 1,044,400 Short-term restricted cash: Cash $ 500 $ — $ — $ 500 Long-term restricted cash: Cash $ 4,592 $ — $ — $ 4,592 As of December 31, 2020 Gross Gross Amortized unrealized unrealized Fair (in thousands) Cost gains losses Value Cash and cash equivalents: Cash and money market funds $ 43,040 $ — $ — $ 43,040 Commercial paper 32,538 — ( 1 ) 32,537 U.S. government & agency securities 170 — — 170 U.S. Treasury security 5,864 — — 5,864 Total cash and cash equivalents 81,612 — ( 1 ) 81,611 Investments: Commercial paper 112,648 4 ( 8 ) 112,644 Corporate debt securities 17,360 96 — 17,456 U.S. government & agency securities 107,109 6 ( 12 ) 107,103 Total investments 237,117 106 ( 20 ) 237,203 Total cash, cash equivalents and investments $ 318,729 $ 106 $ ( 21 ) $ 318,814 Short-term restricted cash: Cash $ 836 $ — $ — $ 836 Long-term restricted cash: Cash $ 3,500 $ — $ — $ 3,500 The following table summarizes the contractual maturities of our cash equivalents and available-for-sale investments, excluding money market funds, as of December 31, 2021: (in thousands) Fair Value Due in one year or less $ 595,063 Due after one year through 5 years 122,022 Total investments $ 717,085 86 Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties. NOTE 6. BALANCE SHEET COMPONENTS Short-term restricted cash As of December 31, 2021, the short-term restricted cash balance of $ 0.5 million was comprised of security deposits for the credit cards of employees. As of December 31, 2020, the short-term restricted cash balance of $ 0.8 million was comprised of $ 0.5 million for a customer deposit and $ 0.3 million for a security deposit for the credit cards of employees. In connection with the acquisition of Omniome in September 2021, we acquired $ 0.2 million of short-term restricted cash consisting of a security deposit for credit cards of Omniome employees. Inventory As of December 31, 2021 and 2020, our inventory consisted of the following components: December 31, (in thousands) 2021 2020 Purchased materials $ 7,993 $ 3,531 Work in process 8,611 6,651 Finished goods 7,995 4,048 Inventory $ 24,599 $ 14,230 Property and Equipment, Net As of December 31, 2021 and 2020, our property and equipment, net, consisted of the following components: December 31, (in thousands) 2021 2020 Laboratory equipment and machinery $ 31,534 $ 24,948 Leasehold improvements 31,114 29,931 Computer equipment 15,059 12,400 Software 5,578 4,940 Furniture and fixtures 3,202 2,434 Construction in progress 2,303 137 88,790 74,790 Less: Accumulated depreciation ( 56,286 ) ( 49,891 ) Property and equipment, net $ 32,504 $ 24,899 Depreciation expense during the years ended December 31, 2021, 2020 and 2019 was $ 7.2 million, $ 6.4 million and $ 7.3 million, respectively. Long-term restricted cash For our facility located at 1305 O’Brien Drive, Menlo Park, California (the “O’Brien Lease”), we were required to establish a letter of credit for the benefit of the landlord and to submit $ 4.5 million as a deposit for the letter of credit in October 2015. Subsequently, pursuant to the terms of the O’Brien Lease, beginning on May 1, 2019, the amount of the letter of credit was reduced by $ 0.5 million each year thereafter on May 1. As such, $ 3.0 million and $ 3.5 million was recorded in long-term restricted cash related to the O’Brien Lease in the Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020, respectively. 87 In connection with the acquisition of Omniome in September 2021, we acquired $ 1.6 million of long-term restricted cash related to a letter of credit established for a facility lease. Goodwill and intangible assets Goodwill Goodwill arises from business combinations and represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations and our estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date). The following table presents the changes in the carrying amount of goodwill for the periods indicated (in thousands): Wa Balance as of December 31, 2020 $ - Acquisition of Omniome 390,665 Acquisition of Circulomics 19,309 Balance as of December 31, 2021 $ 409,974 Acquired Intangible Assets Intangible assets include acquired in-process research and development (IPR&D) of $ 400 million as a result of the Omniome acquisition in September 2021. In addition to IPR&D, we had the following acquired definite-lived intangible assets as of December 31, 2021 (in thousands, except years): Estimated Gross Net Useful Life Carrying Accumulated Carrying (in years) Amount Amortization Amount Developed technology 15 $ 11,000 $ ( 306 ) $ 10,694 Customer relationships 2 360 ( 75 ) 285 Total $ 11,360 $ ( 381 ) $ 10,979 Amortization expense of intangibles was $ 0.4 million for the year ended December 31, 2021. We had no amortization expense of intangibles for the years ended December 31, 2020 and 2019. The estimated future amortization expense of acquisition-related intangible assets with definite lives is estimated as follows (in thousands): 2022 $ 913 2023 838 2024 733 2025 733 2026 733 2027 and thereafter 7,029 Total $ 10,979 88 Accrued Expenses As of December 31, 2021 and 2020, our accrued expenses consisted of the following components: December 31, (in thousands) 2021 2020 Salaries and benefits $ 25,282 $ 15,261 Accrued product development costs 1,936 415 Accrued interest payable 5,100 — Inventory accrual 108 218 Warranty 594 161 Accrued professional services and legal fees 1,640 726 Other 1,601 569 Accrued expenses $ 36,261 $ 17,350 Deferred Revenue As of December 31, 2021, we had a total of $ 36.0 million of deferred revenue, $ 11.0 million of which was recorded as deferred revenue, current and primarily relates to deferred service contract revenues to be recognized over the next year and the remaining $ 25.0 million was recorded as deferred revenue, non-current. Of the deferred revenue, non-current balance, $ 23.5 million relates to payments received under the Invitae collaboration and $ 1.5 million primarily relates to deferred service contract revenues and is scheduled to be recognized in the next 5 years. Revenue recorded in the year ended December 31, 2021 includes $ 8.6 million of previously deferred revenue that was included in “Deferred revenue, current” as of December 31, 2020. Contract assets as of December 31, 2021 and December 31, 2020 were not material. As of December 31, 2021, we had a total of $ 0.7 million of deferred commissions included in “Prepaid expenses and other current assets” which is recognized as the related revenue is recognized. Additionally, as a practical expedient, we expense costs to obtain a contract as incurred if the amortization period would ha ve been a year or less. Term Loans In connection with the acquisition of Omniome, we acquired $ 1.3 million in short-term debt and $ 3.0 million in long-term debt relating to a term loan facility that Omniome obtained in April 2020. Borrowings on the term loan facility were used to fund Omniome’s purchases of equipment, which serves as collateral. Each term loan has a term of 43 months and bears a fixed interest rate of approximately 17 % annually. The fee for the elective option to prepay all, but not less than all, of the borrowed amounts at any time after the 24 th month and before the 43 rd month after the commencement date, is 4 % of the outstanding loan balance. Payments are made in equal monthly installments including principal and interest. As of December 31, 2021, the carrying value of term loans outstanding was $ 3.9 million. The related long-term portion of $ 2.3 million was recorded as part of “Other liabilities, non-current” and the short-term portion of $ 1.6 million was recorded as part of “Other liabilities, current” on the Consolidated Balance Sheet. The interest expense was $ 0.2 million for the year ended December 31, 2021, which was included as part of interest expense in the Consolidated Statement of Operations and Comprehensive (Loss) Income. As of December 31, 2021, the future principal payments remaining on term loans was the following: (in thousands) 2022 $ 1,608 2023 1,842 2024 490 Total $ 3,940 89 Other liabilities, current As of December 31, 2021 and 2020, our Other liabilities, current consisted of the following components: December 31, (in thousands) 2021 2020 Accrued ESPP $ 3,598 $ 2,037 Other 2,161 2,482 Other liabilities, current $ 5,759 $ 4,519 NOTE 7. CONVERTIBLE SENIOR NOTES On February 9, 2021, we entered into an investment agreement (the “Investment Agreement”) with SB Northstar LP (the “Purchaser”), a subsidiary of SoftBank Group Corp., relating to the issuance and sale to the Purchaser of $ 900 million in aggregate principal amount of our 1.50 % Convertible Senior Notes (the “Notes”). The Notes were issued on February 16, 2021 . The Notes are governed by an indenture (the “Indenture”) between the Company and U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 1.50 % per annum. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 and commenced on August 15, 2021. The Notes will mature on February 15, 2028 , subject to earlier conversion, redemption or repurchase. The Notes are convertible at the option of the holder at any time until the second scheduled trading day prior to the maturity date, including in connection with a redemption by the Company. The Notes are convertible into shares of our common stock based on an initial conversion rate of 22.9885 shares of common stock per $ 1,000 principal amount of the Notes (which is equal to an initial conversion price of $ 43.50 per share), in each case subject to customary anti-dilution and other adjustments as a result of certain extraordinary transactions. Upon conversion of the Notes, we may elect to settle such conversion obligation in shares, cash or a combination of shares and cash. On or after February 20, 2026, the Notes will be redeemable by the Company in the event that the closing sale price of our common stock has been at least 150 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the redemption notice at a redemption price of 100 % of the principal amount of such Notes, plus accrued and unpaid interest up to, but excluding, the redemption date. With certain exceptions, upon a change of control of the Company or the failure of our common stock to be listed on certain stock exchanges (a “Fundamental Change”), the holders of the Notes may require that we repurchase all or part of the principal amount of the Notes at a purchase price of par plus unpaid interest up to, but excluding, the maturity date. The Indenture includes customary “events of default,” which may result in the acceleration of the maturity of the Notes under the Indenture. The Indenture also includes customary covenants for convertible notes of this type. To the extent we elect, the sole remedy for an event of default relating to our failure to comply with certain of our reporting obligations shall, for the first 360 calendar days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to (i) 0.25 % per annum of the principal amount of the Notes outstanding for each day during the first 180 calendar days of the 360-day period after the occurrence of such an event of default during which such event of default is continuing (or, if earlier, the date on which such event of default is cured or waived) and (ii) 0.50 % per annum of the principal amount of the Notes outstanding for each day from, and including, the 181st calendar day to, and including, the 360th calendar day after the occurrence of such an event of default during which such event of default is continuing (or, if earlier, the date on which such event of default is cured or waived as provided for in the Indenture). On the 361st day after such event of default (if the event of default relating to our failure to comply with its obligations is not cured or waived prior to such 361st day), the Notes shall be subject to acceleration as provided for in the Indenture. 90 The notes are accounted for in accordance with the authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. Under ASU 2020-06, the guidance requires that debt with an embedded conversion feature is accounted for in its entirety as a liability and no portion of the proceeds from the issuance of the convertible debt instrument is accounted for as attributable to the conversion feature unless the conversion feature is required to be accounted for separately as an embedded derivative or the conversion feature results in a substantial premium. The conversion feature of the Notes is not accounted for as an embedded derivative because it is considered to be indexed to our common stock, and the Notes were not issued at a premium; therefore, the Notes are accounted for in their entirety as a liability. Because we may elect to settle any conversions entirely in shares, and because settlement in shares is the default settlement method, the liability is classified as non-current. The requirement to repurchase the Notes including unpaid interest to the maturity date in the event of a Fundamental Change is considered a put option for certain periods requiring bifurcation under ASC 815 – Derivatives and Hedging. However, given the low probability of a Fundamental Change occurring during the applicable periods, the value of the embedded derivative is immaterial. The additional interest feature in the event of our failure to comply with certain reporting obligations is also considered an embedded derivative requiring bifurcation under ASC 815. However, due to the nature and terms of the reporting obligations, the value of the embedded derivative is immaterial. We incurred issuance costs related to the Notes of approximately $ 4.5 million, which were recorded as debt issuance cost and are presented as a reduction to the Notes on our Consolidated Balance Sheets and are amortized to interest expense using the effective interest method over the term of the Notes, resulting in an effective interest rate of 1.6 %. As of December 31, 2021, the net carrying amount of the liability for the Notes is recorded as convertible senior notes, net in the Consolidated Balance Sheets as follows (in thousands): Principal amount $ 900,000 Unamortized debt issuance costs ( 3,933 ) Net carrying amount $ 896,067 For the year ended December 31, 2021, interest expense for the Notes was as follows (in thousands): Contractual interest expense $ 11,812 Amortization of debt issuance costs 532 Total interest expense $ 12,344 As of December 31, 2021, the estimated fair value (Level 2) of the Notes was $ 787.5 million. The fair value of the Notes is estimated using a pricing model that is primarily affected by the trading price of our common stock and market interest rates. NOTE 8. COMMITMENTS AND CONTINGENCIES Leases We record operating lease right-of-use assets and liabilities on our Consolidated Balance Sheets for all leases with a term of more than 12 months. In connection with the acquisition of Omniome, we acquired $ 18.1 million in right-of-use assets and liabilities on our Consolidated Balance Sheets. The operating lease right-of-use assets and liabilities are calculated as the present value of remaining minimum lease payments over the remaining lease term using our estimated secured incremental borrowing rates at the commencement date. Lease payments included in the measurement of the lease liability comprise the fixed rent per the term of the Lease. All of our leases are operating leases. Lease payments comprise the base rent per the term of the Lease. Lease expense for these leases is recognized on a straight-line basis over the lease term, with variable lease payments, such as common area maintenance fees, recognized in the period those payments are incurred. 91 We often have options to renew lease terms for buildings. For the O’Brien Lease, the renewal option is 5 years and the rent will be based on fair market value at the time of renewal and was not included in the lease term. In addition, certain lease arrangements may be terminated prior to their original expiration date at our discretion. We evaluate renewal and termination options at the lease commencement date to determine if we are reasonably certain to exercise the option on the basis of economic factors. The following table presents information as to the amount and timing of cash flows arising from our operating leases as of December 31 , 2021: Maturity of Lease Liabilities Amount Years ending December 31, (in thousands) 2022 $ 11,326 2023 11,851 2024 12,040 2025 12,328 2026 12,437 Thereafter 9,930 Total undiscounted operating lease payments 69,912 Less: imputed interest ( 12,232 ) Present value of operating lease liabilities 57,680 Balance Sheet Classification Operating lease liabilities, current 7,710 Operating lease liabilities, non-current 49,970 Total operating lease liabilities 57,680 We use our incremental borrowing rate to determine the present value of lease payments, as the implicit rates in our leases are not readily determinable. The weighted average discount rate used to measure our operating lease liabilities was 6.7 %. The weighted average remaining lease term for our operating leases as of December 31, 2021 was 5.7 years. Cash Flows Cash paid for amounts included in the present value of operating lease liabilities was $ 8.2 million and $ 7.2 million for the years ended December 31, 2021 and 2020, respectively and were included in operating cash flow. Operating Lease Costs Operating lease costs were $ 7.2 million and $ 6.2 million for the years ended December 31, 2021 and 2020, respectively. For both 2021 and 2020 the total lease costs primarily related to our operating leases, but also included immaterial amounts for variable leases. Contingencies We may become involved in legal proceedings, claims and assessments from time to time in the ordinary course of business. We accrue liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. 92 Legal Proceedings U.S. District Court Proceedings On September 26, 2019, Personal Genomics of Taiwan, Inc. (“PGI”) filed a complaint in the U.S. District Court for the District of Delaware against us for patent infringement (C.A. No. 19-cv-1810) (the “PGI District Court matter”). The matter from this complaint is based on PGI’s U.S. Patent No. 7,767,441 (the “‘441 Patent”). We plan to vigorously defend in this matter. On November 20, 2019, we filed our answer to the complaint, denying infringement and seeking a declaratory judgement of invalidity of the ‘441 Patent. On June 22, 2020, we filed a petition requesting institution of an inter-partes review (IPR) to the Patent Trial and Appeals Board (the “Board”) at the United States Patent Office requesting the Board to find a set of claims in the ‘441 Patent invalid. On June 27, 2020, we filed a second petition requesting institution of an IPR requesting the Board to find another set of claims in the ‘441 Patent invalid. The two petitions (the “PacBio IPR Petitions”) requesting IPRs assert that all of the claims relevant to the PGI complaint are invalid. On January 19, 2021, the Board ordered that both PacBio IPR Petitions are instituted on all grounds presented. On January 18, 2022, the Board issued decisions on the two IPRs. In one IPR, all challenged claims were found unpatentable including PGI’s core device claims. In the second IPR, the board did not find the disputed claims unpatentable. We are appealing the decision in the second IPR to the U.S. Court of Appeals for the Federal Circuit. On August 19, 2020, the court ordered a stay of the PGI District Court matter based on a joint stipulation by the parties pending a final written decision on the IPRs. Following the final decision on the IPRs described above, on February 2, 2022, the judge ordered that the PGI District Court matter be reopened. We plan to vigorously defend against the remaining claims. Proceedings in China On May 12, 2020, PGI filed a complaint in the Wuhan Intermediate People’s Court in China alleging infringement of one or more claims of China patent No. CN101743321B (the “CN321 Patent”), which is related to the ‘441 Patent. We were served on January 20, 2021 and plan to vigorously defend in this matter. On November 23, 2020 we filed an Invalidation Petition at the China National Intellectual Property Administration (CNIPA) demonstrating the invalidity of the claims in the CN321 Patent on grounds of insufficient disclosure, and the lack of support, essential technical features, clarity, novelty, and inventiveness. A hearing in the invalidation proceeding at the CNIPA was held on April 29, 2021. On September 2, 2021, the CNIPA issued its decision on the Invalidation Petition and determined that all claims (1-61) of the CN321 patent were invalid. We have filed a petition with the Wuhan Intermediate People’s court requesting dismissal of the infringement action. On December 1, 2021, PGI filed an appeal with the Beijing IP Court, contesting the CNIPA decision. Other Proceedings From time to time, we may also be involved in a variety of other claims, lawsuits, investigations and proceedings relating to securities laws, product liability, patent infringement, contract disputes, employment and other matters that arise in the normal course of our business. In addition, third parties may, from time to time, assert claims against us in the form of letters and other communications. We record a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We currently do not believe that the ultimate outcome of any of the matters described above is probable or reasonably estimable, or that these matters will have a material adverse effect on our business; however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on us because of litigation and settlement costs, diversion of management resources and other factors. Indemnification Pursuant to Delaware law and agreements entered into with each of our directors and officers, we may have obligations, under certain circumstances, to hold harmless and indemnify each of our directors and officers against losses suffered or incurred by the indemnified party in connection with their service to us, and judgements, fines, settlements and expenses related to claims arising against such directors and officers to the fullest extent permitted under Delaware law, our bylaws and our certificate of incorporation. We also enter and have entered into indemnification agreements with our directors and 93 officers that may require us to indemnify them against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by applicable law. In addition, we may have obligations to hold harmless and indemnify third parties involved with our fundraising efforts and their respective affiliates, directors, officers, employees, agents or other representatives against any and all losses, claims, damages and liabilities related to claims arising against such parties pursuant to the terms of agreements entered into between such third parties and us in connection with such fundraising efforts. To the extent that any such indemnification obligations apply to the lawsuits described above, any associated expenses incurred are included within the related accrued litigation expense amounts. No additional liability associated with such indemnification obligations has been recorded as of December 31, 2021. NOTE 9. INCOME TAXES We are subject to income taxes in the United States and certain states in which we operate, and we use estimates in determining our provisions for income taxes. Significant management judgement is required in determining our provision for income taxes, deferred tax assets and liabilities and valuation allowances recorded against net deferred tax assets in accordance with U.S. GAAP. These estimates and judgements occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties related to uncertain tax positions. Significant changes to these estimates may result in an increase or decrease to our tax provision in the current or subsequent period. We assess all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and we will determine whether the factors underlying the sustainability assertion have changed and the amount of the recognized tax benefit is still appropriate. We account for Global Intangible Low-taxed Income as a period cost. During the years ended December 31, 2021, 2020 and 2019 income (loss) before taxes from U.S. operations were ($ 275.4 ) million, $ 28.9 million and ($ 84.8 ) million, respectively, and income before taxes from foreign operations was $ 0.8 million, $ 0.6 million and $ 0.9 million, respectively. Income tax provision (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21 % to pretax income or loss as follows: Years ended December 31, 2021 2020 2019 Statutory tax rate 21.0 % 21.0 % 21.0 % State tax rate, net of federal benefit 5.5 ( 8.3 ) 4.9 Change in valuation allowance ( 4.9 ) 6.3 ( 27.5 ) Tax credits 2.5 ( 3.6 ) 2.2 Stock-based compensation 10.9 ( 15.2 ) ( 0.8 ) Merger Expenses ( 0.9 ) - - Other ( 0.1 ) ( 0.2 ) 0.2 Total 34.0 % 0.0 % (0.0) % 94 Deferred income taxes reflect the net tax effects of loss and credit carry forwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets for federal and state income taxes are as follows (in thousands): December 31, Deferred tax assets: 2021 2020 Net operating loss carryforwards $ 378,035 $ 233,225 Research and development credits 60,672 49,179 Accruals and reserves 10,822 6,337 Stock-based compensation 12,838 9,717 ASC 842 Operating lease liability 13,105 9,870 Total deferred tax assets 475,472 308,328 Less: Valuation allowance ( 366,940 ) ( 300,505 ) Total deferred tax assets: 108,532 7,823 Intangibles ( 97,345 ) — Fixed assets ( 1,523 ) ( 786 ) ASC 842 Operating lease right-of-use assets ( 10,502 ) ( 7,037 ) Total deferred tax liabilities ( 109,370 ) ( 7,823 ) Net deferred tax assets $ ( 838 ) $ — At December 31, 2021, we maintained a full valuation allowance against all of our deferred tax assets which totaled $ 366.9 million, including net operating loss carryforwards and research and development credits of $ 378.0 million and $ 60.7 million, respectively. A valuation allowance is recorded when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. We regularly assess the need for a valuation allowance against our deferred income tax assets by considering both positive and negative evidence related to whether it is more likely than not that our deferred income tax assets will be realized. In evaluating our ability to recover our deferred income tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred income tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. A deferred income tax benefit of $ 93.6 million for the year ended December 31, 2021, is related to the release of the valuation allowance for deferred tax assets due to the recognition of deferred tax liabilities in connection with the Omniome and Circulomics acquisitions. We maintain a valuation allowance on the net deferred tax assets of our U.S. entities as we have concluded that it is more likely than not that we will not realize our deferred tax assets. Accordingly, this benefit from income taxes is reflected on our Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2021. For the year ended December 31, 2021, our valuation allowance increased to $ 366.9 million, primarily because of an increase in our net operating losses, credits and acquisition of deferred tax assets that were fully offset by a valuation allowance. For the year ended December 31, 2020, our valuation allowance increased to $ 300.5 million, primarily because of an increase in our net operating losses and tax credits offset by a decrease to our stock-based compensation deferred tax asset. As of December 31, 2021, we had a net operating loss carryforward for federal income tax purposes of approximately $ 1,491.3 million, of which $ 774.9 million will begin to expire in 2024 if not utilized. We had a total state net operating loss carryforward of approximately $ 997.4 million, which are subject to annual expirations. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change of ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. We have federal credits of approximately $ 39.1 million, which will begin to expire in 2024 if not utilized and state research credits of approximately $ 36.9 million which have no expiration date. These tax credits are subject to the same limitations discussed above. 95 As of December 31, 2021, our total unrecognized tax benefit was $ 8.3 million. A reconciliation of the beginning and ending unrecognized tax benefit balance is as follows (in thousands): Balance as of December 31, 2018 $ 20,447 Decrease in balance related to tax positions taken in prior year — Increase in balance related to tax positions taken during current year 1,532 Balance as of December 31, 2019 $ 21,979 Decrease in balance related to tax positions taken in prior year ( 17,255 ) Increase in balance related to tax positions taken during current year 1,230 Balance as of December 31, 2020 $ 5,954 Increase in balance related to tax positions taken in prior year 189 Increase in balance related to tax positions taken during current year 2,192 Balance as of December 31, 2021 $ 8,335 Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of both December 31, 2021 and 2020, we had no accrued interest or penalties due to our net operating losses available to offset any tax adjustment. If total unrecognized tax benefits were realized in the future, it would not result in any tax benefit as we currently have a full valuation allowance. We file U.S. federal and various state income tax returns. For U.S. federal and state income tax purposes, the statute of limitations currently remains open for the years ending December 31, 2018 to present and December 31, 2017 to present, respectively. In addition, all of the net operating losses and research and development credit carryforwards that may be utilized in future years may be subject to examination. We are not currently under examination by income tax authorities in any jurisdiction. On December 27, 2020, the U.S. government enacted the Consolidated Appropriations Act, 2021, which enhances and expands certain provisions of the CARES Act. This legislative act did not have a material impact on the Company’s consolidated financial results. On March 11, 2021, the American Rescue Plan Act of 2021 (“American Rescue Plan”) was signed into law to provide additional relief in connection with the ongoing COVID-19 pandemic. The American Rescue Plan includes, among other things, provisions relating to PPP loan expansion, defined pension contributions, excessive employee remuneration, and the repeal of the election to allocate interest expense on a worldwide basis. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the American Rescue Plan is effective beginning in the quarter that includes March 11, 2021. These provisions did not have a material impact on the Company’s Consolidated Financial Statements. NOTE 10. STOCKHOLDERS’ EQUITY Preferred Stock Our Certificate of Incorporation, as amended and restated in October 2010 in connection with the closing of our initial public offering, authorizes us to issue 1,000,000,000 shares of $ 0.001 par value common stock and 50,000,000 shares of $ 0.001 par value preferred stock. As of December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding. Common Stock Common stockholders are entitled to dividends when and if declared by our board of directors. There have been no dividends declared to date. The holder of each share of common stock is entitled to one vote. Underwritten Public Equity Offerings In August 2020, we entered into an underwriting agreement, relating to the public offering of 19,430,000 shares of our common stock, $ 0.001 par value per share, at a price to the public of $ 4.47 per share. Under the terms of the underwriting agreement, we also granted the underwriters a 30 -day option to purchase up to an additional 2,914,500 shares of our common stock, which was subsequently exercised in full, and the offering including the sale of shares of common stock 96 subject to the underwriters’ option, closed in August 2020. In total, we sold 22.3 million shares of our common stock. We paid a commission equal to 6 % of the gross proceeds from the sale of shares of our common stock. The total net proceeds to us from the offering after deducting the underwriting discount were approximately $ 93.9 million, excluding approximately $ 0.3 million of offering expenses. In November 2020, we entered into an underwriting agreement, relating to the public offering of 6,096,112 shares of our common stock, $ 0.001 par value per share, at a price to the public of $ 14.25 per share. Under the terms of the underwriting agreement, we also granted the underwriters a 30 -day option to purchase up to an additional 914,416 shares of our common stock, which was subsequently exercised in full, and the offering including the sale of shares of common stock subject to the underwriters’ option, closed in November 2020. In total, we sold 7.0 million shares of our common stock. We paid a commission equal to 6 % of the gross proceeds from the sale of shares of our common stock. The total net proceeds to us from the offering after deducting the underwriting discount were approximately $ 93.9 million, excluding approximately $ 0.3 million of offering expenses. In total, for the year ended December 31, 2020, we issued 29.4 million shares of our common stock through our two underwritten public offerings with an average offering price of $ 6.40 . The total net proceeds to us from the two offerings, after deducting the underwriting commission and offering expenses, were approximately $ 187.2 million. Private Placement of Common Stock On July 19, 2021, in connection with the Omniome acquisition, we entered into a purchase agreement with certain qualified institutional buyers and institutional accredited investors, pursuant to which we agreed to sell an aggregate of 11,214,953 shares of common stock, at a price of $ 26.75 per share, for aggregate gross proceeds of approximately $ 300 million. The transaction closed on September 20, 2021. We registered the private placement shares for resale following the closing of the merger. Equity Plans The 2020 Equity Incentive Plan (the “2020 Plan”), the 2020 Inducement Equity Incentive Plan (the “Inducement Plan”) and the 2021 adopted Omniome Equity Incentive Plan of Pacific Biosciences of California, Inc. (the “Omniome Plan”) allow for the issuance of stock options, restricted units and awards and performance-based awards. On August 4, 2020, stockholders approved the 2020 Plan and reserved 11,000,000 shares of our common stock for issuance pursuant to equity awards granted under the 2020 Plan. On December 2, 2020, the Board of Directors (the “Board”) adopted the Inducement Plan and reserved 2,500,000 shares of our common stock for issuance pursuant to equity awards granted under the Inducement Plan. On April 18, 2021 and November 22, 2021, the Board amended the Inducement Plan to reserve an additional 750,000 and 360,000 shares, respectively. On September 20, 2021, in connection with the acquisition of Omniome, we adopted the Omniome Equity Incentive Plan of Pacific Biosciences of California, Inc. (the “Omniome Plan”). Under the Omniome Merger Agreement, each unvested option to purchase Omniome common stock, granted under the Omniome Plan held by employees continuing with us, were assumed by PacBio and converted into an option to purchase shares of our common stock. The terms and conditions of the converted options are substantially the same (including vesting and exercisability), except that (A) the assumed options cover shares of PacBio’s common stock; (B) the number of shares of our common stock subject to the assumed option is equal to the product of (i) the number of shares of Omniome common stock subject to the corresponding unvested option, multiplied by (ii) the exchange ratio (as defined below), with any resulting fractional share rounded down to the nearest whole share; and (C) the exercise price per share of the assumed options is equal to the quotient of (i) the exercise price per share of the corresponding unvested option to purchase shares of Omniome common stock, divided by (ii) the exchange ratio (as defined below), with any resulting fractional cent rounded up to the nearest whole cent. The exchange ratio was equal to 0.259204639 . We reserved 2,494,128 shares of our common stock for issuance pursuant to equity awards under the Omniome Plan. 97 2020 Equity Incentive Plan Under the 2020 Plan, with the approval of the Board of Directors or the Compensation Committee of the Board of Directors, we may grant equity-based awards, including non-statutory stock options, restricted stock units (“RSUs”), restricted stock, stock appreciation rights, performance shares and performance units. Stock options granted under the 2020 Plan may be either incentive stock options (“ I SOs”) within the meaning of Internal Revenue code Section 422 or non-qualified stock options (“NSOs”). Stock options under the 2020 Plan may be granted with a term of up to ten years and at prices no less than the fair market value of our common stock on the date of grant. To date, stock options granted to existing employees generally vest over four years on a monthly basis and stock options granted to new employees vest at a rate of 25% upon the first anniversary of the vesting commencement date and 1/48th per month thereafter, in each case, subject to continued service with us through the applicable vesting dates. 2020 Inducement Equity Incentive Plan Under the Inducement Plan, with the approval of the Board of Directors or the Compensation Committee of the Board of Directors, we may grant equity-based awards, including non-statutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units. The terms of the Inducement Plan are substantially similar to the 2020 Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the NASDAQ Inducement Award exception. In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the NASDAQ Listing Rules. As of December 31, 2021, we had 8.1 million shares remaining and available for future issuance under the 2020 Plan, Inducement Plan, and the Omniome Plan. Stock Options Time-based stock options The following table summarizes time-based stock option activity for all of our equity compensation plans for the year ended December 31, 2021 (in thousands, except per share amounts): Stock Options Outstanding Weighted Number average of shares Exercise price exercise price Outstanding at December 31, 2020 14,638 $ 1.16 – 20.90 $ 5.53 Granted 2,489 23.06 – 46.37 33.78 Assumed Omniome options 339 2.05 – 4.90 4.43 Exercised ( 4,766 ) 1.16 – 15.98 5.31 Canceled ( 541 ) 2.54 – 46.37 5.25 Outstanding at December 31, 2021 12,159 $ 1.16 – 46.37 $ 11.38 The expired options during the year ended December 31, 2021 totaled 0.02 million with exercise prices ranging from $ 2.54 to $ 46.37 per share and a weighted average exercise price per share of $ 9.80 . 98 Performance-based stock options The following table summarizes performance-based stock option activity for all of our equity compensation plans for the year ended December 31, 2021 (in thousands, except per share amounts): Stock Options Outstanding Weighted Number average of shares Exercise price exercise price Outstanding at December 31, 2020 — $ — $ — Granted — — — Assumed Omniome options 304 4.71 - 4.90 4.71 Exercised — — — Canceled — — — Outstanding at December 31, 2021 304 $ 4.71 - 4.90 $ 4.71 The following table summarizes information with respect to stock options outstanding and exercisable under our equity compensation plans at December 31, 2021: Options Outstanding Options Exercisable Number Weighted average Number outstanding remaining contractual Weighted average vested Weighted average Exercise price (in 000s) life (Years) exercise price (in 000s) exercise price $ 0.00 - 4.64 3,676 5.37 $ 2.91 3,508 $ 2.91 $ 4.64 - 9.27 5,480 5.88 $ 6.64 4,010 $ 6.68 $ 9.27 - 13.91 702 6.69 $ 9.81 427 $ 9.94 $ 13.91 - 18.55 35 8.79 $ 14.34 14 $ 14.34 $ 18.55 - 23.19 180 9.38 $ 21.86 25 $ 20.90 $ 23.19 - 27.82 320 9.50 $ 24.22 — $ — $ 27.82 - 32.46 472 9.43 $ 28.77 52 $ 27.90 $ 32.46 - 37.10 1,380 9.00 $ 36.18 — $ — $ 41.73 - 46.37 218 9.13 $ 46.37 45 $ 46.37 12,463 6.47 $ 11.22 8,081 $ 5.63 The aggregate intrinsic value of the outstanding and exercisable options presented in the table above totaled $ 147.9 million and $ 121.4 million, respectively. The aggregate intrinsic value represents the total pretax intrinsic value (i.e., the difference between $ 20.46 , our closing stock price on the last trading day of our fourth quarter of 2021 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2021. The aggregate intrinsic value changes at each reporting date based on the fair market value of our common stock. The weighted average remaining contractual life for exercisable options is 5.12 years. The vested and expected to vest options as of December 31, 2021 totaled 11,535,217 , with aggregate intrinsic value of $ 141.9 million, weighted average exercise price per share of $ 10.46 and weighted average remaining contractual life of 6.28 years. The total intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019 was $ 146.1 million, $ 63.1 million and $ 2.6 million, respectively. The weighted-average grant-date fair value of all options granted with exercise prices equal to fair market value was $ 18.36 in 2021 and $ 4.14 in 2020 determined by the Black-Scholes option valuation method. No stock options were granted in 2019. 99 Time-based RSUs Each RSU represents one equivalent share of our common stock to be issued after satisfying the applicable continued service-based vesting criteria over a specified period. These RSUs vest over four years at a rate of 25 % annually. The fair value for these RSUs is based on the closing price of our common stock on the date of grant. We measure compensation expense for these RSUs at fair value on the date of grant and recognize the expense over the expected vesting period on a straight-line basis. The RSUs do not entitle participants to the rights of holders of common stock, such as voting rights, until the shares are issued. RSUs that are expected to vest are net of estimated future forfeitures. The following table summarizes the time-based RSUs activity for the year ended December 31, 2021 (in thousands, except per share amounts): Weighted average Number grant date of shares fair value RSUs outstanding at December 31, 2020 5,919 $ 5.25 RSUs granted 3,744 35.33 RSUs released ( 1,798 ) 5.13 RSUs forfeited ( 473 ) 16.68 Unvested RSUs outstanding at December 31, 2021 7,392 $ 19.78 Performance-based RSUs The Compensation Committee of the Board of Directors approved awards of RSUs with performance-based vesting under the 2010 Plan to certain employees which expired on July 29, 2020. Performance-based RSUs are governed under the 2020 Plan. The following table summarizes the performance-based RSUs activity for the year ended December 31, 2021 (in thousands, except per share amounts): Weighted average Number grant date of shares fair value PSUs outstanding at December 31, 2020 94 $ $ 2.63 PSUs granted — — PSUs released — — PSUs forfeited ( 94 ) 2.63 Unvested PSUs outstanding at December 31, 2021 — $ — 2010 Employee Stock Purchase Plan As of December 31, 2021, a total of 21.5 million shares of our common stock have been reserved for issuance under our 2010 Employee Stock Purchase Plan (ESPP). The ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Each offering period will generally consist of four purchase periods, each purchase period being approximately six months . The price at which the stock is purchased is equal to the lower of 85 % of the fair market value of the common stock at the beginning of an offering period or at the end of a purchase period. Each offering period will generally end and the shares will be purchased twice yearly on March 1 and September 1. If the stock price at the end of the purchase period is lower than the stock price at the beginning of the offering period, that offering period will then be terminated and new offering period comes to place. The ESPP provides for an annual increase to the shares available for issuance at the beginning of each fiscal year equal to the lessor of 2 % of the common shares then outstanding, 4,000,000 shares, or an amount determined by the ESPP’s administrator. Pursuant to the terms of the then-in-process Merger Agreement with Illumina, offerings under our 2010 ESPP were suspended after the completion of the purchase period ended March 1, 2019. After the merger with Illumina was terminated in January 2020, we began offerings under the ESPP again starting with the offering period beginning March 1, 2020. 100 For the years ended December 31, 2021, 2020 and 2019, 1,913,968 shares, 834,677 shares and 1,306,329 shares of common stock were purchased under the ESPP, respectively. As of December 31, 2021, 7,810,673 shares of our common stock remain available for issuance under our ESPP. Stock-based Compensation Total stock-based compensation expense consists of the following (in thousands): Years Ended December 31, 2021 2020 2019 Cost of revenue $ 6,126 $ 2,236 $ 1,857 Research and development 20,275 7,061 7,699 Sales, general and administrative 35,403 8,236 6,845 Merger-related expenses - stock-settled 6,349 — — Merger-related expenses - milestone 5,202 — — Stock-based compensation 73,355 17,533 16,401 Merger-related expenses - cash-settled 7,373 — — Total stock-based compensation expense $ 80,728 $ 17,533 $ 16,401 As of December 31, 2021 and 2020, $ 0.9 million and $ 0.3 million of stock-based compensation cost was capitalized in inventory on our consolidated balance sheets, respectively. The tax benefit of stock-based compensation expense was immaterial for the years ended December 31, 2021, 2020 and 2019. Determining Fair Value We estimate the fair value of share options granted using the Black-Scholes valuation method and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair market value of RSU awards granted is the closing price of our shares on the date of grant and is generally recognized as compensation expense on a straight-line basis over the respective vesting period. For shares purchased under our Employee Stock Purchase Plan, or ESPP, we estimate the grant-date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. Expected Term - The expected term used in the Black-Scholes valuation method represents the period that the stock options are expected to be outstanding and is determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock options and vesting schedules. Expected Volatility - The expected volatility used in the Black-Scholes valuation method is derived from the implied volatility related to our share price over the expected term. Expected Dividend - We have never paid dividends on our shares and, accordingly, the dividend yield percentage is zero for all periods. Risk-Free Interest Rate - The risk-free interest rate used in the Black-Scholes valuation method is the implied yield currently available on U.S. Treasury constant maturities issued with a term equivalent to the expected terms. Stock Options We estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. For the year ended December 31, 2019, we did no t grant any stock options. When determining the current share prices underlying the stock options for calculating the grant-date fair value, we reference observable market prices of similar or identical instruments in active markets. 101 For the years ended December 31, 2021, 2020 and 2019, the fair value of employee stock options was estimated using the following weighted average assumptions: Years Ended December 31, 2021 2020 2019 Expected term in years 2.1 - 4.6 5.0 years — Expected volatility 67 % - 80 % 70.7 % — Risk-free interest rate 0.05 % – 1.10 % 0.3 % — Dividend yield — — — Weighted average grant date fair value per share $ 15.53 $ 7.20 — Cash received from option exercises for the years ended December 31, 2021, 2020 and 2019 was $ 25.4 million, $ 43.9 million and $ 5.9 million, respectively. ESPP We estimate the fair value of shares to be issued under the ESPP using the Black-Scholes option pricing model. For the years ended December 31, 2021, 2020 and 2019, the fair value of shares to be issued under the ESPP was estimated using the following assumptions: Years Ended December 31, 2021 2020 2019 Expected term in years 0.5 - 2.0 0.5 - 2.0 — Expected volatility 67 % - 68 % 57 % - 71 % — Risk-free interest rate 0.1 % - 0.2 % 0.1 %- 1.0 % — Dividend yield — — — Weighted average grant date fair value per share $ 25.07 $ 1.87 — Cash received through the ESPP for the years ended December 31, 2021, 2020 and 2019 was $ 6.4 million, $ 2.4 million and $ 2.7 million, respectively. As of December 31, 2021, $ 122.9 million of total unrecognized compensation expense related to stock options, restricted stock and ESPP shares was expected to be recognized over a weighted-average period of 2.9 years. NOTE 11. NET (LOSS) INCOME PER SHARE Basic net (loss) income per share and diluted net (loss) income per share are presented for the three years presented. Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed using the weighted average number of shares of common stock outstanding and potential shares assuming the dilutive effect of outstanding stock options, restricted stock units and common stock issuable pursuant to our ESPP, using the treasury stock method. 102 The following table presents the calculation of weighted average shares of common stock used in the computations of basic and diluted net (loss) income per share amounts presented in the accompanying consolidated statements of operations and comprehensive (loss) income (in thousands, except per share amounts): Years Ended December 31, 2021 2020 2019 Numerator: Net (loss) income $ ( 181,223 ) $ 29,403 $ ( 84,134 ) Denominator: Basic Weighted average shares used in computing basic net income (loss) per share 204,136 165,187 152,527 Basic net (loss) income per share $ ( 0.89 ) $ 0.18 $ ( 0.55 ) Diluted Weighted average shares used in computing basic net (loss) income per share 204,136 165,187 152,527 Add: weighted average stock options — 6,092 — Add: weighted average restricted stock units — 2,324 — Add: weighted average common stock issuable pursuant to our ESPP — 1,367 — Weighted average shares used in computing diluted net (loss) income per share 204,136 174,970 152,527 Diluted net (loss) income per share $ ( 0.89 ) $ 0.17 $ ( 0.55 ) The following shares issuable upon conversion of convertible senior notes, options outstanding, time-based RSUs, performance-based RSUs and ESPP shares to purchase common stock were excluded from the computation of diluted net loss per share for the periods presented because the effect of including such shares would have been antidilutive: Years Ended December 31, (in thousands) 2021 2020 2019 Shares issuable upon conversion of convertible senior notes 18,026 — — Options to purchase common stock 12,463 4,908 22,697 RSUs with time-based vesting 7,392 100 1,086 RSUs with performance-based vesting — 94 138 ESPP shares 1,564 2,890 — NOTE 12. SEGMENT AND GEOGRAPHIC INFORMATION We are organized as, and operate in, one reportable segment: the development, manufacturing and marketing of an integrated platform for genetic analysis. Our chief operating decision-maker is our Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of evaluating financial performance and allocating resources, accompanied by information about revenue by geographic regions. Our assets are primarily located in the United States of America and not allocated to any specific region and we do not measure the performance of geographic regions based upon asset-based metrics. Therefore, geographic information is presented only for revenue. Revenue by geographic region is based on the ship to address on the customer order. A summary of our revenue by geographic location for the years ended December 31, 2021, 2020 and 2019 is as follows: Years Ended December 31, (in thousands) 2021 2020 2019 North America $ 64,521 $ 37,277 $ 44,681 Europe (including the Middle East and Africa) 30,271 19,065 19,600 Asia Pacific 35,721 22,551 26,610 Total $ 130,513 $ 78,893 $ 90,891 103 A summary of our revenue by category for the years ended December 31, 2021, 2020 and 2019 is as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Instrument revenue $ 61,324 $ 34,282 $ 45,126 Consumable revenue 52,181 31,142 32,616 Product revenue 113,505 65,424 77,742 Service and other revenue 17,008 13,469 13,149 Total revenue $ 130,513 $ 78,893 $ 90,891 ‎ 104 I TEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.