10x Genomics, Inc. 10-Q

Item 1. Financial Statements. 10x Genomics, Inc. Condensed Consolidated Balance Sheets (In thousands) June 30, 2021 December 31, 2020 (Unaudited) (Note 1) Assets Current assets: Cash and cash equivalents $ 621,958 $ 663,603 Restricted cash 18,151 16,567 Accounts receivable, net 59,680 51,208 Inventory 44,087 29,959 Prepaid expenses and other current assets 13,298 13,029 Total current assets 757,174 774,366 Property and equipment, net 122,329 72,840 Restricted cash 8,599 8,474 Operating lease right-of-use assets 54,125 46,983 Goodwill 4,511 — Other non-current assets 30,841 26,678 Total assets $ 977,579 $ 929,341 Liabilities and stockholders’ equity Current liabilities: Accrued contingent liabilities $ 29,496 $ 44,173 Accounts payable 16,181 4,709 Accrued compensation and related benefits 21,113 15,383 Accrued expenses and other current liabilities 36,157 43,453 Deferred revenue 5,274 4,472 Operating lease liabilities 4,905 5,936 Total current liabilities 113,126 118,126 Accrued license fee, noncurrent 5,814 11,171 Operating lease liabilities, noncurrent 65,917 57,042 Other noncurrent liabilities 8,136 3,930 Total liabilities 192,993 190,269 Commitments and contingencies (Note 6) Stockholders’ equity: Preferred stock — — Common stock 2 2 Additional paid-in capital 1,612,227 1,544,218 Accumulated deficit ( 827,701 ) ( 805,098 ) Accumulated other comprehensive gain (loss) 58 ( 50 ) Total stockholders’ equity 784,586 739,072 Total liabilities and stockholders’ equity $ 977,579 $ 929,341 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents 10x Genomics, Inc. Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue $ 115,842 $ 42,905 $ 221,663 $ 114,810 Cost of revenue 4,915 10,052 21,975 25,160 Gross profit 110,927 32,853 199,688 89,650 Operating expenses: Research and development 53,402 27,535 95,285 53,527 Selling, general and administrative 68,703 44,416 125,607 94,803 Accrued contingent liabilities ( 850 ) 322 ( 660 ) 624 Total operating expenses 121,255 72,273 220,232 148,954 Loss from operations ( 10,328 ) ( 39,420 ) ( 20,544 ) ( 59,304 ) Other income (expense): Interest income 58 125 108 1,443 Interest expense ( 209 ) ( 306 ) ( 430 ) ( 968 ) Other income (expense), net 521 ( 144 ) ( 208 ) ( 240 ) Loss on extinguishment of debt — — — ( 1,521 ) Total other income (expense) 370 ( 325 ) ( 530 ) ( 1,286 ) Loss before provision for income taxes ( 9,958 ) ( 39,745 ) ( 21,074 ) ( 60,590 ) Provision for income taxes 1,094 422 1,529 720 Net loss $ ( 11,052 ) $ ( 40,167 ) $ ( 22,603 ) $ ( 61,310 ) Other comprehensive income: Foreign currency translation adjustment 10 355 108 360 Comprehensive loss $ ( 11,042 ) $ ( 39,812 ) $ ( 22,495 ) $ ( 60,950 ) Net loss per share, basic and diluted $ ( 0.10 ) $ ( 0.41 ) $ ( 0.21 ) $ ( 0.63 ) Weighted-average shares of common stock used in computing net loss per share, basic and diluted 109,866,294 98,978,283 109,293,342 97,903,687 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents 10x Genomics, Inc. Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Shares Amount Balance as of December 31, 2020 108,485,909 $ 2 $ 1,544,218 $ ( 805,098 ) $ ( 50 ) $ 739,072 Issuance of Class A common stock upon exercise of stock options 1,102,618 — 8,546 — — 8,546 Vesting of shares subject to repurchase, including early exercised options — — 42 — — 42 Stock-based compensation — — 16,253 — — 16,253 Net loss — — — ( 11,551 ) — ( 11,551 ) Other comprehensive income — — — — 98 98 Balance as of March 31, 2021 109,588,527 2 1,569,059 ( 816,649 ) 48 752,460 Issuance of Class A common stock upon exercise of stock options 1,151,392 — 16,194 — — 16,194 Vesting of shares subject to repurchase, including early exercised options — — 42 — — 42 Stock-based compensation — — 26,932 — — 26,932 Net loss — — — ( 11,052 ) — ( 11,052 ) Other comprehensive income — — — — 10 10 Balance as of June 30, 2021 110,739,919 $ 2 $ 1,612,227 $ ( 827,701 ) $ 58 $ 784,586 Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity Shares Amount Balance as of December 31, 2019 96,241,596 $ 2 $ 682,494 $ ( 262,367 ) $ ( 46 ) $ 420,083 Issuance of Class A common stock upon exercise of stock options 1,903,612 — 3,283 — — 3,283 Vesting of shares subject to repurchase, including early exercised options — — 122 — — 122 Stock-based compensation — — 6,718 — — 6,718 Net loss — — — ( 21,143 ) — ( 21,143 ) Other comprehensive income — — — — 5 5 Balance as of March 31, 2020 98,145,208 2 692,617 ( 283,510 ) ( 41 ) 409,068 Issuance of Class A common stock upon exercise of stock options 2,113,974 — 8,051 — — 8,051 Vesting of shares subject to repurchase, including early exercised options — — 42 — — 42 Stock-based compensation — — 13,920 — — 13,920 Net loss — — — ( 40,167 ) — ( 40,167 ) Other comprehensive income — — — — 355 355 Balance as of June 30, 2020 100,259,182 $ 2 $ 714,630 $ ( 323,677 ) $ 314 $ 391,269 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents 10x Genomics, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) Six Months Ended June 30, 2021 2020 Operating activities: Net loss $ ( 22,603 ) $ ( 61,310 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 9,641 6,502 Stock-based compensation expense 43,108 20,573 Loss on disposal of property and equipment 66 1 Loss on extinguishment of debt — 1,521 Accretion of discount on term loan — 17 Amortization of right-of-use assets 4,014 2,226 Changes in operating assets and liabilities: Accounts receivable ( 7,824 ) 10,646 Inventory ( 14,215 ) ( 6,488 ) Prepaid expenses and other current assets ( 1,070 ) ( 1,706 ) Other assets 217 ( 2,966 ) Accounts payable 9,711 ( 2,810 ) Accrued compensation and other related benefits 5,730 ( 2,097 ) Deferred revenue 952 492 Accrued contingent liabilities ( 14,676 ) 6,518 Accrued expenses and other current liabilities ( 6,530 ) 3,100 Operating lease liability ( 3,170 ) ( 1,986 ) Other noncurrent liabilities ( 4,313 ) ( 4,327 ) Net cash used in operating activities ( 962 ) ( 32,094 ) Investing activities: Acquisition of business, net of cash acquired ( 5,451 ) — Purchases of property and equipment ( 53,433 ) ( 14,818 ) Net cash used in investing activities ( 58,884 ) ( 14,818 ) Financing activities: Payments on financing arrangement ( 5,028 ) ( 5,846 ) Payments on term loans — ( 31,256 ) Issuance of common stock from exercise of stock options and employee stock purchase plan purchases 24,739 11,334 Net cash provided by (used in) financing activities 19,711 ( 25,768 ) Effect of exchange rates on changes in cash, cash equivalents, and restricted cash 199 ( 123 ) Net decrease in cash, cash equivalents, and restricted cash ( 39,936 ) ( 72,803 ) Cash, cash equivalents, and restricted cash at beginning of period 688,644 476,493 Cash, cash equivalents, and restricted cash at end of period $ 648,708 $ 403,690 Supplemental disclosures of cash flow information: Cash paid for interest $ 1,222 $ 1,670 Cash paid for taxes $ 7,838 $ 160 6 Table of Contents 10x Genomics, Inc. Condensed Consolidated Statements of Cash Flows (Continued) (Unaudited) (In thousands) Six Months Ended June 30, 2021 2020 Noncash investing and financing activities: Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities $ 7,516 $ 2,454 Right-of-use assets obtained in exchange for new operating lease liabilities $ 11,267 $ 7,558 Contingent consideration payable from business acquisition $ 1,523 $ — The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Table of Contents 10x Genomics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements o 1. Description of Business and Basis of Presentation Organization and Description of Business 10x Genomics, Inc. (the “Company”) was incorporated in the state of Delaware on July 2, 2012 and is a life sciences technology company focused on building innovative products and solutions to interrogate, understand and master biological systems at resolution and scale that matches the complexity of biology. The Company’s integrated solutions include the Company’s Chromium Controller, Chromium Connect and Chromium X Series instruments, which the Company refers to as “instruments,” and the Company’s proprietary microfluidic chips, slides, reagents and other consumables for both the Company’s Visium and Chromium solutions, which the Company refers to as “consumables.” The Company bundles its software with these products to guide customers through the workflow, from sample preparation through analysis and visualization. The Company began commercial and manufacturing operations and selling its instruments and consumables in 2015. The Company is headquartered in Pleasanton, California and has wholly-owned subsidiaries in Canada, China, Denmark, Germany, Netherlands, Singapore, Sweden, the United States and the United Kingdom. Basis of Presentation The accompanying condensed consolidated financial statements, which include the Company’s accounts and the accounts of its wholly-owned subsidiaries, are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The condensed consolidated balance sheets at December 31, 2020 have been derived from the audited consolidated financial statements of the Company at that date. Certain information and footnote disclosures typically included in the Company’s audited consolidated financial statements have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. All intercompany transactions and balances have been eliminated. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2020 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2021 (our "Annual Report"). 2. Summary of Significant Accounting Policies Fair Value of Financial Instruments Cash and cash equivalents are comprised of money market funds and cash which are classified as Level 1 in the fair value hierarchy. As of June 30, 2021 and December 31, 2020, the Company held $ 547.9 million and $ 600.9 million in money market funds, respectively, with no unrealized gains or losses. Revenue Recognition The Company generates revenue from sales of products and services and its products consist of instruments and consumables. Revenue from product sales is recognized when control of the product is transferred, which is generally upon shipment to the customer. Instrument service agreements, which relate to extended warranties, are typically entered into for one-year terms, following the expiration of the standard one-year warranty period. Revenue for extended warranties is recognized ratably over the term of the extended warranty period as a stand ready performance obligation. Revenue is recorded net of discounts, distributor commissions and sales taxes collected on behalf of governmental authorities. Customers are invoiced generally upon shipment, or upon order for services, and payment is typically due within 45 days. Cash received from customers in advance of product shipment or providing services is recorded as a contract liability. The Company’s contracts with its customers generally do not include rights of return or a significant financing component. 8 Table of Contents 10x Genomics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements The Company regularly enters into contracts that include various combinations of products and services which are generally distinct and accounted for as separate performance obligations. The transaction price is allocated to each performance obligation in proportion to its standalone selling price. The Company determines standalone selling price using average selling prices with consideration of current market conditions. If the product or service has no history of sales or if the sales volume is not sufficient, the Company relies upon prices set by management, adjusted for applicable discounts. Net Loss Per Share Net loss per share is computed using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights and sharing of losses, of the Class A common stock and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase. For the calculation of diluted net loss per share, basic net loss per share is adjusted by the effect of dilutive securities, including convertible preferred stock and awards under the Company’s equity compensation plans. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. 3. Acquisition On January 8, 2021 (the "acquisition date"), the Company purchased 100 % of the outstanding shares of Tetramer Shop ApS (“Tetramer Shop”), a privately held company based in Copenhagen, Denmark, for a total cash consideration of $ 8.5 million, net of cash acquired of $ 0.2 million and including $ 1.5 million of estimated fair value of contingent consideration. The contingent consideration is recorded as a liability and is payable upon the successful transfer of Tetramer Shop's technology to the Company within two years of the acquisition date. Tetramer Shop is a life sciences technology company which develops and provides reagents for precise monitoring of antigen-specific T-cells in research and development. The Company acquired Tetramer Shop for its expertise in building empty, loadable major histocompatibility complex (MHC) molecules. The acquisition was accounted for using the acquisition method of accounting, with Tetramer Shop treated as the acquiree. The acquired assets and liabilities were recorded at their respective fair values including an amount for goodwill representing the difference between the acquisition consideration and the fair value of the identifiable net assets. Our condensed consolidated statements of income include the financial results of Tetramer Shop subsequent to the acquisition date. Revenue related to Tetramer Shop since the acquisition date was included in our condensed consolidated statements of income and was not material. The acquisition price was allocated to the tangible and identified intangible assets acquired and liabilities assumed as of the acquisition date based upon their respective fair values. The fair values assigned to assets acquired and liabilities assumed were based on management’s assumptions as of the reporting date. 9 Table of Contents 10x Genomics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements The estimated fair value of assets acquired, including goodwill and intangibles, and liabilities assumed as of the acquisition date were as follows (in thousands): Amount Cash and cash equivalents $ 224 Other current assets 45 Property and equipment, net 38 Tangible assets acquired 307 Accrued expenses ( 555 ) Other current liabilities ( 97 ) Deferred tax liability - non-current ( 1,131 ) Total net tangible assets acquired and liabilities assumed ( 1,476 ) Intangible assets 5,640 Goodwill 4,511 Net assets acquired $ 8,675 The intangible assets as of the acquisition date included (in thousands): Amount Weighted Average Useful Life (in years) Developed technology $ 5,500 10 Customer relationships 140 3 $ 5,640 The fair value of the intangible assets acquired in connection with the acquisition was determined using either the income or replacement cost methodologies. The developed technology and customer relationships will be amortized over ten years and three years , respectively. Identifiable Intangible Assets Valuation of intangible assets involves multiple assumptions. The key assumptions are described below. Developed technology acquired primarily consists of existing technology related to developing reagents for precise monitoring of antigen-specific T cells in research and development, enabling the Company to strengthen its efforts in immunology. The Company valued the developed technology using the multi-period excess earnings method under the income approach. Using this approach, the estimated fair values were calculated using expected future cash flows discounted to their net present values at an appropriate risk-adjusted rate of return. Goodwill The excess of purchase price over the fair value assigned to the assets acquired and liabilities assumed represents the amount of goodwill resulting from the acquisition. We do not expect any portion of this goodwill to be deductible for tax purposes. The goodwill attributable to the acquisition was recorded as a non-current asset and is not amortized but is subject to an annual review for impairment. 4. Other Financial Statement Information Inventory Inventory was comprised of the following (in thousands): 10 Table of Contents 10x Genomics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements June 30, 2021 December 31, 2020 Purchased materials $ 19,375 $ 9,930 Work in progress 12,316 9,312 Finished goods 12,396 10,717 Inventory $ 44,087 $ 29,959 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, 2021 December 31, 2020 Land $ 31,798 $ — Laboratory equipment and machinery 38,221 30,010 Computer equipment and software 11,448 5,783 Furniture and fixtures 5,586 5,887 Leasehold improvements 48,872 42,068 Construction in progress 25,615 19,594 Total property and equipment 161,540 103,342 Less: accumulated depreciation and amortization ( 39,211 ) ( 30,502 ) Property and equipment, net $ 122,329 $ 72,840 Intangible Assets, Net Intangible assets, net, which are recorded within other assets in the condensed consolidated balance sheets, consisted of the following (dollars in thousands): June 30, 2021 December 31, 2020 Remaining Useful Life in Years Gross Carrying Amount Accumulated Amortization Intangibles, Net Remaining Useful Life in Years Gross Carrying Amount Accumulated Amortization Intangibles, Net Technology licenses 13.2 $ 22,504 $ ( 2,739 ) $ 19,765 13.7 $ 22,504 $ ( 1,973 ) $ 20,531 Developed technology 9.5 5,500 ( 275 ) 5,225 — — — — Customer relationships 3.3 945 ( 224 ) 721 3.9 805 ( 111 ) 694 Trademarks 0.4 204 ( 176 ) 28 0.9 204 ( 142 ) 62 Assembled workforce 4.3 1,128 ( 174 ) 954 4.8 1,128 ( 61 ) 1,067 Total intangible assets, net $ 30,281 $ ( 3,588 ) $ 26,693 $ 24,641 $ ( 2,287 ) $ 22,354 The estimated annual amortization of intangible assets for the next five years is shown below (in thousands): Estimated Annual Amortization 2021 (excluding the six months ended June 30, 2021) $ 1,297 2022 2,535 2023 2,506 2024 2,378 2025 2,214 Thereafter 15,763 Total $ 26,693 11 Table of Contents 10x Genomics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures and asset impairments, among other factors. Accrued Compensation and Related Benefits Accrued compensation and related benefits were comprised of the following as of the dates indicated (in thousands): June 30, 2021 December 31, 2020 Accrued payroll and related costs $ 4,566 $ 2,506 Employee stock purchase program liability 1,492 1,258 Accrued bonus 7,922 5,058 Accrued commissions 3,310 3,038 Accrued acquisition-related compensation 1,847 2,213 Accrued vacation 1,322 1,035 Other 654 275 Accrued compensation and related benefits $ 21,113 $ 15,383 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities were comprised of the following as of the dates indicated (in thousands): June 30, 2021 December 31, 2020 Accrued legal and related costs $ 5,305 $ 5,704 Accrued license fee 5,784 6,198 Accrued purchase consideration 4,901 4,146 Accrued royalties for licensed technologies 2,530 3,160 Accrued property and equipment 5,772 2,983 Accrued professional services 3,682 3,137 Product warranties 577 399 Customer deposits 1,098 1,727 Taxes payable 4,201 8,649 Accrued lab supplies 2,110 1,506 Other 197 5,844 Accrued expenses and other current liabilities $ 36,157 $ 43,453 Product Warranties Changes in the reserve for product warranties were as follows for the periods indicated (in thousands): June 30, 2021 December 31, 2020 Beginning of period $ 399 $ 467 Amounts charged to cost of revenue 1,242 796 Repairs and replacements ( 1,064 ) ( 864 ) End of period $ 577 $ 399 Revenue and Deferred Revenue As of June 30, 2021, the aggregate amount of remaining performance obligations related to separately sold extended warranty service agreements, or allocated amounts for extended warranty service agreements bundled with sales of Chromium 12 Table of Contents 10x Genomics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements instruments, was $ 6.9 million, of which approximately 73 % is expected to be recognized to revenue in the next 12 months, with the remainder thereafter. The contract liabilities of $ 6.9 million and $ 6.2 million as of June 30, 2021 and December 31, 2020, respectively, consisted of deferred revenue related to extended warranty service agreements, and as of June 30, 2021, the short-term portion was $ 5.1 million. Revenue recorded during the three and six months ended June 30, 2021 included $ 1.1 million and $ 2.5 million, respectively, of previously deferred revenue that was included in contract liabilities as of December 31, 2020. The following table represents revenue by source for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Instruments $ 16,877 $ 7,291 $ 28,002 $ 16,432 Consumables 97,146 34,164 190,225 95,592 Services 1,819 1,450 3,436 2,786 Total revenue $ 115,842 $ 42,905 $ 221,663 $ 114,810 The following table presents revenue by geography based on the location of the customer for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 North America $ 65,765 $ 20,261 $ 117,572 $ 59,993 Europe, Middle East and Africa 28,772 11,715 47,942 24,873 China 12,874 7,628 36,514 18,625 Asia-Pacific (excluding China) 8,431 3,301 19,635 11,319 Total revenue $ 115,842 $ 42,905 $ 221,663 $ 114,810 Revenue for the United States, which is included in North America in the table above, was 52 % and 45 % of consolidated revenue for the three months ended June 30, 2021 and 2020, respectively, and 55 % and 50 % of consolidated revenue for the six months ended June 30, 2021 and 2020, respectively. 5. Debt In September 2016, the Company entered into a Second Amended and Restated Loan and Security Agreement with Silicon Valley Bank (as amended and restated in February 2018 and as further amended, restated or supplemented from time to time, the “Loan and Security Agreement”), which included a term loan and revolving line of credit. On February 20, 2020, the Company prepaid the remaining balance of the term loan and all associated costs. The final payment of $ 30.5 million included $ 28.3 million for the outstanding principal balance of the term loan, $ 1.8 million for an end of term payment, $ 0.3 million for early termination fees and $ 0.1 million for interest. The prepayment resulted in a loss on extinguishment of debt of $ 1.5 million. The non-accreted portion of the end of term payment, unamortized discounts and early termination fees were included in the calculation of the loss on extinguishment of debt. The revolving line of credit and the Loan and Security Agreement was terminated at the election of the Company on June 18, 2020. Upon termination, the Company incurred termination fees of $ 0.3 million. As of June 18, 2020, there were no balances outstanding under the revolving line of credit. 6. Commitments and Contingencies Lease Agreements The Company leases office, laboratory, manufacturing, distribution and server space with lease terms up to 12 years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease. The Company evaluates renewal options at lease inception and on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. 13 Table of Contents 10x Genomics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements For the three and six months ended June 30, 2021, the Company incurred $ 2.6 million and $ 5.2 million, respectively, of operating lease costs and $ 0.3 million and $ 0.4 million, respectively, of variable lease costs. For the three and six months ended June 30, 2020, the Company incurred $ 2.1 million and $ 4.0 million, respectively, of operating lease costs and $ 0.1 million and $ 0.2 million, respectively, of variable lease costs. The variable lease cost is comprised primarily of the Company’s proportionate share of operating expenses, property taxes and insurance and is classified as lease cost due to the Company’s election to not separate lease and non-lease components. Cash paid for amounts included in the measurement of operating lease liabilities for the six months ended June 30, 2021 and 2020 was $ 4.7 million and $ 3.1 million and were included in net cash used in operating activities in the Company’s condensed consolidated statements of cash flows. Future lease payments related to the Company’s operating lease liabilities as of June 30, 2021 is as follows (in thousands): Operating Leases 2021 (excluding the six months ended June 30, 2021) $ 1,262 2022 10,634 2023 10,414 2024 9,682 2025 9,853 Thereafter 48,771 Total lease payments $ 90,616 Less: imputed interest ( 19,794 ) Present value of operating lease liabilities $ 70,822 Operating lease liabilities, current $ 4,905 Operating lease liabilities, noncurrent $ 65,917 The following table summarizes additional information related to operating leases as of June 30, 2021: June 30, 2021 December 31, 2020 Weighted-average remaining lease term 8.7 years 8.4 years Weighted-average discount rate 5.3 % 4.5 % On November 6, 2020, the Company entered into a Master Lease Agreement ("MLA") to lease additional office building space near the Company's Pleasanton, California headquarters. The Company intends to utilize the leased space of approximately 145,000 square feet to accommodate its future growth requirements. The MLA consists of various lease components expected to commence on various dates between 2021 and 2023 and is expected to terminate on June 30, 2033 with total lease payments over the lease term expected to amount to approximately $ 60.8 million, net of a tenant improvement allowance of approximately $ 10.0 million to be received in the second half of 2021. Certain lease components of the MLA commenced on January 1, 2021. The total undiscounted lease payments for the lease components commencing during the remaining portion of fiscal year 2021 is $ 15.5 million with a weighted average lease term of 12 years. Total undiscounted payments for leases commencing in fiscal years 2022 and 2023 will be $ 21.0 million and $ 14.0 million, respectively, with weighted-average expected lease terms of 12 years for 2022 and 11 years for 2023. On April 30, 2021, the Company entered into a lease agreement to lease office building space of approximately 22,000 square feet in Stockholm, Sweden to accommodate its future growth requirements. The Company expects the lease term to commence in January 2022 for a five-year term and expects total lease payments over the lease term to amount to approximately $ 5.6 million. The tables above do not include payments, lease term, or discount rates relating to any leases or lease components that have not yet commenced as of June 30, 2021. The Company will determine the classification for each lease component at the individual component's commencement date. All leases and lease components that have not yet commenced are expected to be classified as operating leases. 14 Table of Contents 10x Genomics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Lease payments for leases not yet Commenced 2021 (excluding the six months ended June 30, 2021) $ — 2022 1,640 2023 4,081 2024 5,603 2025 5,481 Thereafter 39,309 Total undiscounted lease payments $ 56,114 Litigation The Company is regularly subject to lawsuits, claims, arbitration proceedings, administrative actions and other legal and regulatory proceedings involving intellectual property disputes, commercial disputes, competition and other matters, and the Company may become subject to additional types of lawsuits, claims, arbitration proceedings, administrative actions, government investigations and legal and regulatory proceedings in the future. The 2021 Bio-Rad Settlement And Patent Cross License Agreement Bio-Rad Laboratories, Inc. (“Bio-Rad”) and the Company were previously engaged in litigation and other proceedings relating to substantially all of the Company’s Chromium products, including the Company’s legacy GEM products and Next GEM products and multiple Bio-Rad products, around the world (the "Bio-Rad Actions"). On July 26, 2021, the Company entered into a Settlement and Patent Cross License Agreement (the “Agreement”) with Bio-Rad resolving all outstanding litigation and other proceedings between the two companies across all jurisdictions around the world and dismissing all infringement claims with prejudice. Pursuant to the terms of the Agreement, Bio-Rad and the Company granted each other a non-exclusive, worldwide, royalty-bearing license to develop products and services related to single cell analysis. The cross license excludes spatial and In Situ products. It also excludes digital PCR products in the case of 10x. The term of the Agreement is for the life of the licensed patents. The Company and Bio-Rad have agreed not to sue each other on licensed products and licensed services on other patents owned or exclusively licensed by each company. The companies have agreed that each company’s patents are owned by each respective company. Each company shall pay to the other royalties from licensed products and licensed services through 2030. The Company previously accrued $ 44.8 million in royalties and interest between November 14, 2018 and March 31, 2021 related to sales of the Company’s GEM products as a result of the litigation with Bio-Rad. Pursuant to the Agreement, the Company shall pay Bio-Rad $ 29.4 million in royalties and interest related to the sales of such GEM products between November 14, 2018 and March 31, 2021. As a result, in connection with the Agreement the Company reversed $ 15.4 million in accrued royalties and interest to the Company's financial statements in the second quarter of 2021. The Nanostring Action On May 6, 2021, the Company filed suit against Nanostring Technologies, Inc. ("Nanostring") in the U.S. District Court for the District of Delaware alleging that Nanostring's GeoMx Digital Spatial Profiler and associated instruments and reagents infringe U.S. Patent Nos. 10,472,669, 10,662,467, 10,961,566, 10,983,113, and 10,996,219. On May 19, 2021, the Company filed an amended complaint additionally alleging that the GeoMx products infringe U.S. Patent Nos. 11,001,878 and 11,008,607. On July 1, 2021, Nanostring filed a motion to dismiss. Briefing is in progress and no hearing has been scheduled. Discovery has not yet commenced and no case schedule has been set. For further discussion of the risks relating to intellectual property and our pending litigation, see the section titled “Risk Factors—Risks related to litigation and our intellectual property” under Item 1A below. 15 Table of Contents 10x Genomics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 7. Capital Stock As of June 30, 2021, the number of shares of Class A common stock and Class B common stock issued and outstanding was 90,458,454 and 20,281,465 , respectively. During the three months ended June 30, 2021 and 2020, 2,250,000 and 13,630,921 , respectively, and during the six months ended June 30, 2021 and 2020, 2,400,000 and 45,404,934 , respectively, shares of Class B common stock, respectively, were converted to shares of Class A common stock upon the election of the holders of such shares. 8. Equity Incentive Plans 2019 Employee Stock Purchase Plan A total of 3,084,859 shares of Class A common stock was reserved for issuance under the 2019 Employee Stock Purchase Plan ("ESPP"). The price at which Class A common stock is purchased under the ESPP is equal to 85 % of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower. Shares purchased under the ESPP are subject to a one-year holding period following the purchase date. During the three months ended June 30, 2021 and 2020, 30,868 and 118,218 shares of Class A common stock, respectively, were issued under the ESPP. As of June 30, 2021, there were 2,890,264 shares available for issuance in connection under the ESPP. Stock-based Compensation The Company recorded stock-based compensation expense in the condensed consolidated statement of operations for the periods presented as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue $ 841 $ 463 $ 1,305 $ 710 Research and development 12,140 6,044 18,936 8,931 Selling, general and administrative 13,951 7,348 22,867 10,932 Total stock-based compensation expense $ 26,932 $ 13,855 $ 43,108 $ 20,573 Restricted Stock Units Restricted stock unit activity for the six months ended June 30, 2021 is as follows: Restricted Stock Units Weighted-Average Grant Date Fair Value (per share) Outstanding as of December 31, 2020 823,947 $ 80.97 Granted 726,026 186.42 Vested ( 168,632 ) 97.02 Cancelled ( 41,153 ) 108.34 Outstanding as of June 30, 2021 1,340,188 $ 135.24 16 Table of Contents 10x Genomics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Stock Options Stock option activity for the six months ended June 30, 2021 is as follows: Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2020 11,860,844 $ 18.86 Granted 349,996 178.61 Exercised ( 2,054,260 ) 10.37 Cancelled ( 114,418 ) 20.45 Outstanding as of June 30, 2021 10,042,162 $ 26.15 9. Net Loss Per Share The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Stock-options to purchase common stock 10,042,162 13,507,230 10,042,162 13,507,230 Shares subject to repurchase 37,500 100,000 37,500 100,000 Contingent restricted shares 236,484 — 236,484 — Restricted stock units 1,340,188 702,610 1,340,188 702,610 Shares committed under ESPP 12,201 16,812 12,201 16,812 Total 11,668,535 14,326,652 11,668,535 14,326,652 10. Subsequent Events On July 26, 2021, the Company entered into a Settlement and Patent Cross License Agreement with Bio-Rad resolving all outstanding litigation and other proceedings between the two companies across all jurisdictions around the world and dismissing all infringement claims with prejudice. See Note 6 to condensed consolidated financial statements, Commitments and Contingencies, The 2021 Bio-Rad Settlement And Patent Cross License Agreement, for further details. 17 Table of Contents