10x Genomics, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. 10x Genomics, Inc. Index to Consolidated Financial Statements Page Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42 ) 94 Consolidated Balance Sheets 96 Consolidated Statements of Operations and Comprehensive Loss 97 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) 98 Consolidated Statements of Cash Flows 99 Notes to Consolidated Financial Statements 101 93 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of 10x Genomics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of 10x Genomics, Inc. (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) 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 “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of 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 18, 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 Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. 94 Table of Contents Revenue Recognition Description of the Matter For the year ended December 31, 2021, the Company recognized revenues of $490.5 million from the sale of products and services. As discussed in Note 2 to the consolidated financial statements, the Company recognizes revenue when control of the products and services is transferred to its customers in an amount that reflects the consideration it expects to receive from its customers in exchange for those products and services. Auditing the Company’s revenue recognition can be complex due to the volume of sales transactions including multiple performance obligations. Judgment is involved to determine the allocation of consideration using stand-alone selling price. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the allocation of the transaction price to performance obligations in revenue transactions. For example, we tested controls over management’s review of revenue system configurations, management’s analyses of stand-alone selling price, and the automated system controls for the application of the stand-alone selling price to the revenue transactions. Our audit procedures over the allocation of consideration using stand-alone selling price included, among others, for a sample of individual sales transactions, we inspected the customer contract, identified the distinct performance obligation(s) in the contract, and recalculated the allocation of the transaction price. We further assessed the timing of revenue recognition based on evidence of transfer of control of the goods to the customer or the recognition of revenue over time for extended warranty service performance obligations. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2015. San Jose, California February 18, 2022 95 Table of Contents 10x Genomics, Inc. Consolidated Balance Sheets (In thousands, except share and per share data) December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 587,447 $ 663,603 Restricted cash 1,028 16,567 Accounts receivable, net 85,254 51,208 Inventory 59,966 29,959 Prepaid expenses and other current assets 13,896 13,029 Total current assets 747,591 774,366 Property and equipment, net 169,492 72,840 Restricted cash 7,598 8,474 Operating lease right-of-use assets 60,918 46,983 Goodwill 4,511 — Intangible assets, net 25,397 22,354 Other noncurrent assets 3,319 4,324 Total assets $ 1,018,826 $ 929,341 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 17,351 $ 4,709 Accrued compensation and related benefits 31,626 15,383 Accrued expenses and other current liabilities 50,909 43,453 Deferred revenue 5,340 4,472 Operating lease liabilities 5,131 5,936 Accrued contingent liabilities — 44,173 Total current liabilities 110,357 118,126 Accrued license fee, noncurrent 5,814 11,171 Operating lease liabilities, noncurrent 76,847 57,042 Other noncurrent liabilities 8,240 3,930 Total liabilities 201,258 190,269 Commitments and contingencies (Note 7) Stockholders' equity: Preferred stock, $ 0.00001 par value; 100,000,000 shares authorized, no shares issued or outstanding as of December 31, 2021 and December 31, 2020 — — Common stock, $ 0.00001 par value; 1,100,000,000 shares authorized (Class A 1,000,000,000 , Class B 100,000,000 ); 112,514,977 (Class A 92,868,512 , Class B 19,646,465 ) and 108,485,909 (Class A 85,804,444 , Class B 22,681,465 ) shares issued and outstanding as of December 31, 2021 and 2020 2 2 Additional paid-in capital 1,680,865 1,544,218 Accumulated deficit ( 863,321 ) ( 805,098 ) Accumulated other comprehensive gain (loss) 22 ( 50 ) Total stockholders’ equity 817,568 739,072 Total liabilities and stockholders’ equity $ 1,018,826 $ 929,341 The accompanying notes are an integral part of these consolidated financial statements. 96 Table of Contents 10x Genomics, Inc. Consolidated Statements of Operations and Comprehensive Loss (In thousands, except share and per share data) Year Ended December 31, 2021 2020 2019 Revenue $ 490,490 $ 298,845 $ 245,893 Cost of revenue 74,091 58,468 61,033 Gross profit 416,399 240,377 184,860 Operating expenses: Research and development 211,752 123,375 83,097 In-process research and development — 447,548 — Selling, general and administrative 257,560 202,326 130,834 Accrued contingent liabilities ( 660 ) 1,270 1,502 Total operating expenses 468,652 774,519 215,433 Loss from operations ( 52,253 ) ( 534,142 ) ( 30,573 ) Other income (expense): Interest income 206 1,532 2,805 Interest expense ( 866 ) ( 1,682 ) ( 3,079 ) Other (expense) income, net ( 802 ) 1,337 ( 186 ) Loss on extinguishment of debt — ( 1,521 ) — Total other expense ( 1,462 ) ( 334 ) ( 460 ) Loss before provision for income taxes ( 53,715 ) ( 534,476 ) ( 31,033 ) Provision for income taxes 4,508 8,255 218 Net loss $ ( 58,223 ) $ ( 542,731 ) $ ( 31,251 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 72 ( 4 ) ( 9 ) Comprehensive loss $ ( 58,151 ) $ ( 542,735 ) $ ( 31,260 ) Net loss per share, basic and diluted $ ( 0.53 ) $ ( 5.37 ) $ ( 0.80 ) Weighted-average shares used to compute net loss per share, basic and diluted 110,347,937 101,151,675 39,091,366 The accompanying notes are an integral part of these consolidated financial statements. 97 Table of Contents 10x Genomics, Inc. Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (In thousands, except share data) Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Balance as of December 31, 2018 67,704,278 $ 243,244 14,549,801 $ 1 $ 11,165 $ ( 231,116 ) $ ( 37 ) $ ( 219,987 ) Issuance of Class A common stock upon exercise of options — — 2,226,493 — 3,435 — — 3,435 Conversion of convertible preferred stock into Class B common stock ( 67,704,278 ) ( 243,244 ) 67,704,278 1 243,243 — — 243,244 Issuance of Class A common stock upon initial public offering, net of issuance costs — — 11,500,000 — 410,824 — — 410,824 Cashless exercise of Class A common stock warrants — — 261,024 — — — — — Vesting of shares subject to repurchase, including early exercised options — — — — 494 — — 494 Stock-based compensation — — — — 13,333 — — 13,333 Net loss — — — — — ( 31,251 ) — ( 31,251 ) Other comprehensive loss — — — — — — ( 9 ) ( 9 ) Balance as of December 31, 2019 — — 96,241,596 2 682,494 ( 262,367 ) ( 46 ) 420,083 Issuance of Class A common stock related to equity awards — — 5,742,931 — 23,743 — — 23,743 Sale of Class A common stock — — 4,600,000 — 482,267 — — 482,267 Issuance of Class A common stock for asset acquisition — — 1,901,382 — 306,000 — — 306,000 Vesting of shares subject to repurchase, including early exercised options — — — — 247 — — 247 Stock-based compensation — — — — 49,467 — — 49,467 Net loss — — — — — ( 542,731 ) — ( 542,731 ) Other comprehensive loss — — — — — — ( 4 ) ( 4 ) Balance as of December 31, 2020 — — 108,485,909 2 1,544,218 ( 805,098 ) ( 50 ) 739,072 Issuance of Class A common stock related to equity awards — — 4,029,068 — 40,325 — — 40,325 Vesting of shares subject to repurchase, including early exercised options — — — — 154 — — 154 Stock-based compensation — — — — 96,168 — — 96,168 Net loss — — — — — ( 58,223 ) — ( 58,223 ) Other comprehensive income — — — — — — 72 72 Balance as of December 31, 2021 — $ — 112,514,977 $ 2 $ 1,680,865 $ ( 863,321 ) $ 22 $ 817,568 The accompanying notes are an integral part of these consolidated financial statements 98 Table of Contents 10x Genomics, Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2021 2020 2019 Operating activities: Net loss $ ( 58,223 ) $ ( 542,731 ) $ ( 31,251 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 21,118 14,012 7,066 Stock-based compensation expense 95,962 48,626 13,333 Loss on disposal of property and equipment 79 29 614 Loss on extinguishment of debt — 1,521 — Amortization of right-of-use assets 7,136 5,009 — Class A common stock issued for in-process research and development — 306,000 — Accretion of discount on term loan — 17 101 Changes in operating assets and liabilities: Accounts receivable ( 34,041 ) ( 17,847 ) ( 5,284 ) Inventory ( 30,132 ) ( 14,601 ) ( 6,699 ) Prepaid expenses and other current assets ( 1,053 ) ( 5,265 ) ( 3,535 ) Other noncurrent assets 1,045 ( 2,686 ) ( 251 ) Accounts payable 11,084 ( 7,770 ) 4,901 Accrued compensation and other related benefits 16,337 2,936 5,292 Deferred revenue 1,535 2,023 634 Accrued contingent liabilities ( 44,173 ) ( 24,485 ) 30,658 Accrued expenses and other current liabilities ( 873 ) 25,917 5,771 Deferred rent, noncurrent — — 12,730 Operating lease liability ( 2,469 ) ( 4,832 ) — Other noncurrent liabilities ( 4,705 ) ( 3,771 ) 547 Net cash (used in) provided by operating activities ( 21,373 ) ( 217,898 ) 34,627 Investing activities: Purchases of property and equipment ( 101,278 ) ( 36,666 ) ( 42,742 ) Acquisition of business, net of cash acquired ( 5,451 ) — — Acquisition of intangible assets — ( 1,728 ) ( 25 ) Net cash used in investing activities ( 106,729 ) ( 38,394 ) ( 42,767 ) Financing activities: Payments on term loans — ( 31,256 ) — Proceeds from borrowings under revolver — — 11,000 Payments on borrowings under revolver — — ( 11,000 ) Payments on technology license financing arrangement ( 5,028 ) ( 5,848 ) — Proceeds from issuance of common stock upon initial and follow-on public offerings, net of issuance costs — 482,267 410,824 Issuance of common stock from exercise of stock options and employee stock purchase plan purchases 40,325 23,743 3,766 Net cash provided by financing activities 35,297 468,906 414,590 Effect of exchange rates on changes in cash, cash equivalents, and restricted cash 234 ( 463 ) ( 45 ) Net (decrease) increase in cash, cash equivalents, and restricted cash ( 92,571 ) 212,151 406,405 Cash, cash equivalents, and restricted cash at beginning of year 688,644 476,493 70,088 Cash, cash equivalents, and restricted cash at end of year $ 596,073 $ 688,644 $ 476,493 Supplemental disclosures of cash flow information: Cash paid for interest $ 1,222 $ 1,670 $ 2,250 Cash paid for taxes $ 8,660 $ 280 $ 22 99 Table of Contents 10x Genomics, Inc. Consolidated Statements of Cash Flows (Continued) (In thousands) Year Ended December 31, 2021 2020 2019 Noncash investing and financing activities Purchases of property and equipment included in accounts payable, accrued expenses and other current liabilities $ 16,972 $ 2,983 $ 4,492 Right-of-use assets obtained in exchange for new operating lease liabilities $ 21,284 $ 13,562 $ — Contingent consideration payable related to business acquisition $ 1,500 $ — $ — Conversion of convertible preferred stock into common stock upon initial public offering $ — $ — $ 243,244 Purchase of technology licenses under financing arrangement $ — $ — $ 22,099 The accompanying notes are an integral part of these consolidated financial statements. 100 Table of Contents 10x Genomics, Inc. Notes to Consolidated Financial Statements 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 our Visium solution, which does not require a 10x Genomics instrument, and our Chromium solution, 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 Asia, Europe and North America. Basis of Presentation The consolidated financial statements, which include the Company’s accounts and the accounts of its wholly-owned subsidiaries, are prepared in accordance with U.S. generally accepted accounting principles (or “GAAP”). All intercompany transactions and balances have been eliminated. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosure of contingent liabilities, and the reported amounts of revenue and expense. These judgments, estimates and assumptions are used for, but not limited to, revenue recognition, inventory valuation and write-downs, accounting for asset and business acquisitions and the valuation of stock-based compensation awards. The Company bases its estimates on various factors and information, which may include, but are not limited to, history and prior experience, the Company’s forecasts and future plans, current economic conditions and information from third-party professionals that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and recorded amounts of expenses that are not readily apparent from other sources. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation may be affected. The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources, making operating decisions and evaluating financial performance. Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of amounts invested in money market funds and are stated at fair value. Short-term restricted cash of $ 1.0 million and long-term restricted cash of $ 7.6 million primarily represents cash on deposit with financial institutions as security for letters of credit outstanding for the benefit of the landlord related to the Company’s non-cancelable operating leases for its corporate headquarters (see “—Commitments and Contingencies” below). The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): 101 Table of Contents Year Ended December 31, 2021 2020 2019 Cash and cash equivalents $ 587,447 $ 663,603 $ 424,166 Restricted cash 8,626 25,041 52,327 Total cash, cash equivalents and restricted cash $ 596,073 $ 688,644 $ 476,493 Fair Value of Financial Instruments The Company determines the fair value of an asset or liability based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: Level 1: Quoted prices in active markets for identical instruments Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments) Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments) Money market funds are highly liquid investments which are actively traded. The pricing information for the Company’s money market funds are readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. There were no transfers between Levels 1, 2 or 3 for any of the periods presented. As of December 31, 2021 and December 31, 2020, the Company held $ 548.0 million and $ 600.9 million in money market funds, respectively, with no unrealized gains or losses. Accounts Receivable, Net Accounts receivable consist of amounts due from customers for the sales of products and services. The Company reviews its accounts receivable and provides allowances of specific amounts if collectability is no longer reasonably assured based on historical experience and specific customer collection issues. There was no allowance for doubtful accounts as of December 31, 2021 and December 31, 2020. Business Concentrations The Company’s instruments are mostly assembled and tested by a single contract manufacturer in Asia and the United States. The Company’s agreement with the contract manufacturers contains purchase commitments. In addition, the Company is reliant on several suppliers for key components for its reagent kits. A significant disruption in the operations of the contract manufacturers or suppliers may impact the production of the Company’s products for a substantial period of time, which could have a material adverse effect on its business, financial condition and results of operations, which may be partially mitigated by the contract manufacturer's ability to relocate operations from Asia location to United States. Concentrations Financial instruments that potentially subject the Company to credit risk consist of cash equivalents and accounts receivable. The Company’s cash and cash equivalents held with large financial institutions in the United States and deposits exceed the Federal Deposit Insurance Corporation’s insurance limit. The Company performs periodic evaluations of the risks associated with its investments and the relative credit standing of these financial institutions. The Company performs ongoing credit evaluations of its customers’ financial condition. The Company does not require collateral from its customers but may require upfront payments from certain customers. The Company has not experienced material credit losses to date. For the years ended December 31, 2021, 2020, and 2019, no single customer represented more than 10% of revenue. As of December 31, 2021, one of the Company's distributors accounted for 11 % of the Company’s outstanding accounts receivable. No other customer or distributor represented more than 10% of the Company’s outstanding accounts receivable as of December 31, 2021 and December 31, 2020. Substantially all the Company’s long-lived assets are located in the United States. 102 Table of Contents Inventory Inventory is recorded at the lower of cost, determined on a first-in, first-out basis, or net realizable value. The Company uses judgment to analyze and determine if the composition of its inventory is obsolete, slow-moving or unsalable and frequently reviews such determinations. The Company writes down specifically identified unusable, obsolete, slow-moving or known unsalable inventory in the period that it is first recognized by using a number of factors including product expiration dates, open and unfulfilled orders and sales forecasts. Any write-down of its inventory to net realizable value establishes a new cost basis and will be maintained even if certain circumstances suggest that the inventory is recoverable in subsequent periods. Costs associated with the write-down of inventory are recorded to cost of revenue on the Company’s consolidated statements of operations. Leases The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, term of the lease and total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when the Company is reasonably certain it will exercise such options. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses and costs of goods sold over the reasonably assured lease term. The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less. Internal-Use Software The Company capitalizes costs incurred to develop internal-use software within fixed assets and commencing from 2020, began capitalizing costs to develop hosting arrangements within other noncurrent assets in the consolidated balance sheets. Costs incurred during the preliminary planning and evaluation and post implementation stages of the project are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. These costs are amortized on a straight-line basis over the estimated useful life of the asset. Property and Equipment, Net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the following assets: Useful Life (Years) Laboratory equipment and machinery 3 - 5 Computer equipment 2 - 3 Furniture and fixtures 3 Leasehold improvements 1 - 10 Impairment of Long-Lived Assets The Company evaluates long-lived assets, such as property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the assets to their estimated fair values based on a discounted cash flow approach or, 103 Table of Contents when available and appropriate, to comparable market values. There were no impairment losses recorded for the years ended December 31, 2021, 2020 and 2019. Product Warranties The Company generally provides a one-year warranty on its instruments. The Company reviews its exposure to estimated warranty obligations associated with instrument sales and establishes an accrual based on historical product failure rates and actual warranty costs incurred. This expense is recorded as a component of cost of revenue in the consolidated statements of operations and comprehensive loss. Deferred Revenue Deferred revenue consists of payments received in advance of revenue recognition primarily related to instrument service agreements, also referred to as extended warranties. Revenue under these agreements is recognized over the related service period. Deferred revenue expected to be recognized during the 12 months following the balance sheet date is recorded as current portion of deferred revenue and the remaining portion is recorded as long-term. 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. 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. Cost of Revenue Cost of revenue primarily consists of manufacturing costs incurred in the production process, including personnel and related costs, component materials, labor and overhead, packaging and delivery costs and allocated costs including facilities and information technology. In addition, cost of product revenue includes royalty costs for licensed technologies included in the Company’s products, warranty costs and provisions for slow-moving and obsolete inventory. Shipping and Handling Costs Shipping and handling charged to customers are recorded as revenue. Shipping and handling costs are included in the Company’s cost of revenue. Research and Development Research and development costs are expensed in the period incurred. Research and development expense consists of personnel and related costs, independent contractor costs, laboratory supplies, equipment maintenance, prototype and materials expenses, amortization of developed technology and intangibles and allocated costs including facilities and information technology. See Note 3 for discussion of in-process research and development included on the consolidated statements of operations. 104 Table of Contents Advertising Costs Advertising costs are expensed as incurred. The Company incurred advertising costs of $ 4.7 million, $ 1.9 million, and $ 1.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. Stock-Based Compensation The Company’s stock-based compensation relates to stock options, restricted stock units (“RSUs”) and stock purchase rights under an Employee Stock Purchase Plan (“ESPP”). Stock-based compensation expense for its stock-based awards is based on their grant date fair value. The Company determines the fair value of RSUs based on the closing price of its stock, which is listed on Nasdaq, at the date of the grant. The Company estimates the fair value of stock option awards and stock purchase rights under an ESPP on the grant date using the Black-Scholes option-pricing model. The fair values of stock-based awards are recognized as compensation expense on a straight-line basis over the requisite service period in which the awards are expected to vest and forfeitures are recognized as they occur. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected annual dividend yield and the expected stock price volatility over the expected term. The Company calculated the expected term using the simplified method, which is the mid-point between the vesting and contractual term. Due to the short trading period of the Company's stock, the Company has estimated volatility by reference to the historical volatilities of similar publicly traded peer companies. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award. Foreign Currency For foreign subsidiaries where the functional currency is the local currency, assets and liabilities are translated to the U.S. dollar using month-end exchange rates, and revenue and expenses using average exchange rates. The adjustments resulting from these foreign currency translations are recorded in Accumulated other comprehensive gain (loss). For entities where the functional currency is the U.S. dollar, monetary assets and liabilities are remeasured using exchange rates in effect at the balance sheet dates and non-monetary assets and liabilities are remeasured at historical exchange rates. Revenue and expenses are remeasured at the average exchange rates for the period. Gains or losses from foreign currency remeasurement are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company recognized foreign currency transaction losses of $ 0.9 million for the year ended December 31, 2021, and foreign currency transaction gains of $ 1.3 million and $ 0.1 million for the years ended December 31, 2020 and 2019, respectively. Income Taxes The Company uses the asset and liability method of accounting for income taxes, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply in the years in which those tax assets and liabilities are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income tax paid is subject to examination by U.S. federal state and foreign tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of the relevant risks, facts and circumstances existing at that time. To the extent the assessment of such tax position changes, the change in estimate is recorded in the period in which the determination is made. 105 Table of Contents 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. The Company’s participating securities included the Company’s convertible preferred stock, as the holders would have been entitled to receive noncumulative dividends on a pari passu basis in the event that a dividend was paid on common stock. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The holders of convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in losses. 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 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. Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the requirements of a business in which case the transaction is accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date, and that the fair value of acquired intangibles be recorded on the balance sheet. Transaction costs are expensed as incurred. Any excess of the purchase price over the assigned fair values of the net assets acquired is recorded as goodwill. Goodwill is not amortized, rather assessed, at least annually, for impairment at a reporting unit level. During the goodwill impairment review, the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than the carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance. If, after assessing the totality of these qualitative factors, we determine that it is not more likely than not that the fair values of our reporting unit is less than the carrying amount, then no additional assessment is deemed necessary. Otherwise, we proceed to compare the estimated fair values of the reporting unit with the carrying value, including goodwill. If the carrying amounts of the reporting unit exceed the fair value, we record an impairment loss based on the difference. The Company accounts for an asset acquisition under ASC, Business Combinations Topic 805, Subtopic 50 , which requires the acquiring entity in an asset acquisition to recognize net assets based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. Goodwill is not recognized in an asset acquisition; any excess consideration transferred over the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on relative fair values. In-process research and development expense is expensed as incurred provided there is no alternative future use. Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets. 106 Table of Contents 3. Acquisitions 2021 Acquisition Tetramer Shop 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 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, including identified intangible assets, and liabilities were recorded at their respective fair values with an amount recorded to goodwill representing the difference between the acquisition consideration and the fair value of the identifiable net assets. The fair values assigned to the assets acquired and liabilities assumed were based on management’s assumptions as of the reporting date. Our 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 consolidated statements of income and was not material. The final 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 assets acquired 83 Tangible assets acquired 307 Other liabilities assumed ( 652 ) 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. 107 Table of Contents Identifiable Intangible Assets 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 final 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 noncurrent asset and is not amortized but is subject to an annual review for impairment. 2020 Acquisitions ReadCoor Acquisition On October 13, 2020, the Company purchased all of the outstanding shares of ReadCoor Inc. (“ReadCoor”), a privately held company based in Cambridge, MA, for $ 407.4 million, inclusive of $ 1.6 million of transaction costs and net of cash acquired of $ 9.2 million. The total purchase consideration comprised of $ 101.4 million in cash and $ 306.0 million in shares of the Company's common stock. The purchase agreement provided for the Company to issue 1,901,382 shares of the Company’s class A common stock which was based on a contractual value of $ 250.0 million divided by the ten-day weighted average price of the Company's common stock shortly prior to the acquisition. In determining the total purchase consideration paid for ReadCoor, these shares were valued at $ 306.0 million based on the fair value of the Company’s class A common stock on the acquisition date. ReadCoor is developing In Situ RNA analysis technology, consisting of a suite of proprietary reagents, which aims to enable researchers to visualize spatially resolved RNA expression profiles with sub-cellular resolution throughout fresh frozen or formalin-fixed, paraffin-embedded tissue sections. The transaction was accounted for as an asset acquisition. In connection with this acquisition, the Company acquired an in-process research and development intangible asset of $ 406.9 million which did not have alternative future use and therefore was recognized as an expense and included as a component of in-process research and development in the consolidated statements of operations and comprehensive loss. The Company also acquired an intangible asset of $ 0.9 million related to assembled workforce which is included in other noncurrent assets in the consolidated balance sheets. The following table summarizes the value of assets acquired and liabilities assumed (in thousands): Assets Acquired and Liabilities Assumed In-process research and development $ 406,911 Intangible asset 927 Other assets and liabilities, net ( 406 ) Total net assets acquired $ 407,432 CartaNA Acquisition On August 21, 2020, the Company purchased all of the outstanding shares of CartaNA AB (“CartaNA”), a privately held company based in Stockholm, Sweden, for $ 41.8 million, inclusive of $ 0.6 million of transaction costs and net of cash acquired of $ 1.5 million. CartaNA is developing In Situ RNA analysis technology, consisting of a suite of proprietary reagents, which aims to enable researchers to visualize spatially resolved RNA expression profiles with sub-cellular resolution throughout fresh frozen or formalin-fixed, paraffin-embedded tissue sections. The transaction was accounted for as an asset acquisition. In connection with this acquisition, the Company acquired an in-process research and development intangible asset of $ 40.6 million which did not have alternative future use and therefore was recognized as an expense and included as a component of in-process research and development in the consolidated statements of 108 Table of Contents operations and comprehensive loss. The Company also acquired $ 0.8 million in intangible assets related to customer relationships and assembled workforce which are included in other noncurrent assets in the consolidated balance sheets. The following table summarizes the value of assets acquired and liabilities assumed (in thousands): Assets Acquired and Liabilities Assumed In-process research and development $ 40,637 Intangible assets 801 Other assets and liabilities, net 348 Total net assets acquired $ 41,786 4. Other Financial Statement Information Inventory Inventory was comprised of the following (in thousands): Year Ended December 31, 2021 2020 Purchased materials $ 31,954 $ 9,930 Work in progress 14,052 9,312 Finished goods 13,960 10,717 Inventory $ 59,966 $ 29,959 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): Year Ended December 31, 2021 2020 Land $ 36,099 $ — Laboratory equipment and machinery 44,189 30,010 Computer equipment 12,294 5,783 Furniture and fixtures 6,208 5,887 Leasehold improvements 67,532 42,068 Construction in progress 52,191 19,594 Total property and equipment 218,513 103,342 Less: accumulated depreciation and amortization ( 49,021 ) ( 30,502 ) Property and equipment, net $ 169,492 $ 72,840 Depreciation expense was $ 18.5 million, $ 12.3 million and $ 6.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. Intangible Assets, Net Intangible assets, net, which are recorded within other noncurrent assets in the consolidated balance sheets, consisted of the following (dollars in thousands): 109 Table of Contents December 31, 2021 December 31, 2020 Remaining Useful Life in Years Gross Carrying Amount Accumulated Amortization Intangibles, Net Gross Carrying Amount Accumulated Amortization Intangibles, Net Technology licenses 12.7 $ 22,504 $ ( 3,506 ) $ 18,998 $ 22,504 $ ( 1,973 ) $ 20,531 Developed technology 9.0 5,500 ( 550 ) 4,950 — — — Customer relationships 2.8 945 ( 337 ) 608 805 ( 111 ) 694 Trademarks — 204 ( 204 ) — 204 ( 142 ) 62 Assembled workforce 3.8 1,128 ( 287 ) 841 1,128 ( 61 ) 1,067 Intangible assets, net $ 30,281 $ ( 4,884 ) $ 25,397 $ 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 2022 $ 2,535 2023 2,506 2024 2,378 2025 2,214 2026 2,024 Thereafter 13,740 Total $ 25,397 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 (in thousands): Year Ended December 31, 2021 2020 Accrued payroll and related costs $ 3,978 $ 2,506 Employee stock purchase program liability 1,693 1,258 Accrued bonus 16,558 5,058 Accrued commissions 3,417 3,038 Accrued acquisition-related compensation 4,430 2,213 Accrued vacation 1,172 1,035 Other 378 275 Accrued compensation and related benefits $ 31,626 $ 15,383 110 Table of Contents Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities were comprised of the following (in thousands): Year Ended December 31, 2021 2020 Accrued legal and related costs $ 2,425 $ 5,704 Accrued license fee 6,214 6,198 Accrued purchase consideration — 4,146 Accrued royalties for licensed technologies 4,415 3,160 Accrued property and equipment 15,361 2,983 Accrued professional services 8,593 3,137 Product warranties 994 399 Customer deposits 954 1,727 Taxes payable 4,622 8,649 Accrued lab supplies 2,056 1,506 Other 5,275 5,844 Accrued expenses and other current liabilities $ 50,909 $ 43,453 Product Warranties Changes in the reserve for product warranties were as follows (in thousands): Year Ended December 31, 2021 2020 Beginning of period $ 399 $ 467 Amounts charged to cost of revenue 2,934 796 Repairs and replacements ( 2,339 ) ( 864 ) End of period $ 994 $ 399 Revenue and Deferred Revenue As of December 31, 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 instruments, was $ 7.7 million, of which approximately $ 5.3 million is expected to be recognized to revenue in the next 12 months, with the remainder thereafter. The contract liabilities of $ 7.7 million and $ 6.2 million as of December 31, 2021 and December 31, 2020, respectively, consisted of deferred revenue related to extended warranty service agreements. A summary of the change in contract liabilities is as follows (in thousands): Year Ended December 31, 2021 2020 Beginning of period $ 6,154 $ 4,131 Revenue recognized that was included in the contract liability at the beginning of the year ( 4,101 ) ( 3,295 ) Revenue deferred excluding amounts recognized as revenue during the period 5,635 5,318 Balance as of December 31 $ 7,688 $ 6,154 111 Table of Contents The following table represents revenue by source for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 Instruments $ 64,474 $ 40,128 $ 34,945 Consumables 418,740 252,685 206,878 Services 7,276 6,032 4,070 Total revenue $ 490,490 $ 298,845 $ 245,893 The following table presents revenue by geography based on the location of the customer for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 258,274 $ 154,768 $ 133,266 Europe, Middle East and Africa 108,491 73,265 58,004 China 74,924 41,741 29,920 Asia-Pacific (excluding China) 42,087 24,507 18,211 North America (excluding United States) 6,714 4,564 6,492 Total revenue $ 490,490 $ 298,845 $ 245,893 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 repaid 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. 6. Income Tax Loss before provision for income taxes were as follows for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 United States $ ( 73,070 ) $ ( 376,835 ) $ ( 35,675 ) International 19,355 ( 157,641 ) 4,642 Total $ ( 53,715 ) $ ( 534,476 ) $ ( 31,033 ) 112 Table of Contents The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current provision: Federal $ — $ — $ — State 50 — 98 Foreign 5,148 8,173 126 Total current provision for income taxes 5,198 8,173 224 Deferred provision: Federal — — — State — — — Foreign ( 690 ) 82 ( 6 ) Total deferred provision for income taxes ( 690 ) 82 ( 6 ) Provision for income taxes $ 4,508 $ 8,255 $ 218 The provision for income taxes was $ 4.5 million for the year ended December 31, 2021, which related to foreign and state income taxes. For the years ended December 31, 2020 and 2019, the provision for income taxes were $ 8.3 million and $ 0.2 million, respectively. A reconciliation of the federal statutory income tax provision to the effective income tax provision is as follows for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 Income tax provision at statutory rate $ ( 11,280 ) $ ( 112,240 ) $ ( 6,517 ) State taxes, net ( 20,136 ) ( 16,653 ) ( 2,958 ) Tax credits ( 11,836 ) ( 9,453 ) ( 2,684 ) Foreign taxes 142 41,253 101 Stock-based compensation ( 78,852 ) ( 52,070 ) 1,032 Change in valuation allowance 126,386 99,034 10,783 Acquisition related expenses ( 793 ) 93,407 116 Impact of change in tax status — ( 34,731 ) — Other 877 ( 292 ) 345 Total provision for income taxes $ 4,508 $ 8,255 $ 218 Deferred income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and amounts used for tax purposes. The major components of deferred tax assets and liabilities are as follows as of the dates indicated (in thousands): 113 Table of Contents Year Ended December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards $ 195,953 $ 90,562 Research and development tax credits 54,117 31,908 Accruals and reserves 7,868 14,392 Lease liability 19,697 14,192 Intangibles 40,716 43,261 Stock-based compensation 12,261 6,601 Total deferred tax assets 330,612 200,916 Valuation allowance ( 313,194 ) ( 186,853 ) Net deferred tax assets $ 17,418 $ 14,063 Year Ended December 31, 2021 2020 Deferred tax liabilities Fixed assets $ ( 4,189 ) $ ( 3,750 ) Right-of-use assets ( 13,745 ) ( 10,388 ) Total deferred tax liabilities ( 17,934 ) ( 14,138 ) Net deferred tax liabilities $ ( 516 ) $ ( 75 ) As of December 31, 2021 and 2020, the Company maintained a full valuation allowance on its domestic net deferred tax assets. The domestic deferred tax assets predominantly relate to operating losses and tax credits. The domestic valuation allowance was estimated based on an assessment of both positive and negative evidence to determine whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses, required that a full valuation allowance be recorded against all domestic net deferred tax assets. The Company intends to maintain a full valuation allowance on domestic net deferred tax assets until sufficient positive evidence exists to support a reversal of the valuation allowance. The valuation allowance increased by $ 126.3 million and by $ 120.4 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had federal net operating loss (NOL) carryforwards of $ 818.0 million and federal tax credit carryforwards of $ 45.8 million. The federal NOL carryforwards generated during and after fiscal 2018 totaling $ 703.1 million are carried forward indefinitely, while all others, along with the federal tax credit carryforwards, expire in years beginning in 2033. As of December 31, 2021, the Company had state NOL carryforwards of $ 372.5 million, which begin to expire in 2033. In addition, the Company had state tax credit carryforwards of $ 35.3 million, which do not expire. The federal and state net operating losses and credit carryforwards are subject to change of ownership limitations provided by the Internal Revenue Code and similar state provisions. In general, if the Company experiences a greater than 50 percentage point aggregate change in ownership over a 3-year period (a “Section 382 ownership change”), utilization of its pre-change NOL and credit carryforwards are subject to an annual limitation. The Company completed a study through October 31, 2021 and determined that a Section 382 ownership change occurred in 2013. As a result, the Company’s net operating losses generated through November 1, 2013 may be subject to limitation under Section 382 of the Code. The amount of pre-change loss carryforwards which may be subject to this limitation is $ 4.8 million. In addition certain attributes are subject to annual limitations as a result of the acquisition of ReadCoor, which constitutes a change in ownership as defined under Section 382. Such limitations may result in expiration of a portion of the carryforwards before utilization. The Company’s ability to use net operating loss carryforwards, research and development credit carryforwards and other tax attributes to reduce future taxable income and liabilities may be further limited as a result of future changes in stock ownership. As a result, if the Company earns net taxable income, its ability to use pre-change net operating loss carryforwards or other pre-change tax attributes to offset United States federal and state taxable income may still be subject to limitations, which could potentially result in increased future tax liability. 114 Table of Contents The total balance of unrecognized gross tax benefits for the years ended December 31, 2021 and 2020 resulting primarily from research and development tax credits claimed on the Company’s annual tax returns were as follows (in thousands): 2021 2020 Unrecognized tax benefits at beginning of year $ 14,657 $ 6,410 Reductions based on prior year tax provisions ( 252 ) ( 311 ) Additions based on current year tax provisions 9,354 8,558 Unrecognized tax benefits at end of year $ 23,759 $ 14,657 The total amount of unrecognized gross tax benefits was $ 23.8 million and $ 14.7 million as of December 31, 2021 and 2020, respectively, of which $ 1.5 million and $ 0.6 million, if recognized, would affect our effective tax rate, respectively. The Company is subject to the examination of its income tax returns by the U.S. Internal Revenue Service and other domestic and foreign tax authorities. The United States, California and Sweden are considered as major jurisdictions. The Company has not been audited in such jurisdictions. Tax examinations are expected to focus on research and development tax credits, intercompany transfer pricing practices and other matters. Due to NOLs and credit carryforwards, as of December 31, 2021, federal and California income tax returns for the years ended 2012 through the current period are open to examination. Significant foreign income tax returns for the years 2018 through the current period are open to examination. Due to the number of years remaining that are subject to examination, the Company is unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. It is reasonably possible that the Company's unrecognized tax benefits will change significantly over the next 12 months, likely due to increases related to research and development tax credits. For U.S. uncertain tax positions, due to a full valuation allowance, such liabilities have been netted against deferred tax attribute carryovers. As a result, if recognized, the unrecognized tax benefits would not materially impact income tax expense. The Company includes interest and penalties related to income tax matters within the provision for income taxes. As of December 31, 2021, the total amount of gross interest and penalties accrued was $ 0.2 million. The Company recognized interest and penalty expenses of $ 0.2 million in 2021. The Company maintained undistributed earnings overseas as of December 31, 2021. As of December 31, 2021, the Company believed the funds held by all non-US subsidiaries will be permanently reinvested outside of the U.S. However, if these funds were repatriated to the U.S. or used for U.S. operations, the Company may be subject to withholding taxes in the foreign countries. As a result of tax reform, the Company’s unrepatriated earnings are no longer subject to federal income tax in the U.S. when distributed. 7. Commitments and Contingencies Indemnification From time to time, the Company has entered into indemnification provisions under certain agreements in the ordinary course of business, typically with business partners, customers and suppliers. Pursuant to these agreements, the Company may indemnify, hold harmless and agree to reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any patent or other intellectual property infringement claim by any third party with respect to the Company’s products. The Company maintains product liability insurance coverage that would generally enable it to recover a portion of the amounts paid. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer (see “—Litigation” below). The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Non-cancelable Purchase Commitments The Company’s contract manufacturer makes advance purchases of components based on the instrument unit forecasts and purchase orders placed by the Company. To the extent these components are purchased by the contract manufacturer on the Company’s behalf and cannot be used by their other customers, the Company is obligated to purchase these components. In addition, certain supplier agreements require that the Company to make minimum annual purchases under the agreements. As of 115 Table of Contents December 31, 2021, the Company has commitments to make a total of $ 0.5 million in purchases over the next three years. To date, the Company has met the minimum purchase commitments. As of December 31, 2021, the Company has entered into non-cancelable arrangements for subscription software services and construction contracts associated with the development of buildings at our Springdale, Pleasanton site under which the Company has an obligation to make payments aggregating to $ 15.9 million and $ 16.3 million over the next five years. Intellectual Property Licensing In July 2021, the Company entered into a global settlement and patent cross license agreement with Bio-Rad laboratories, Inc. (see the 2021 Bio-Rad Settlement And Patent Cross License Agreement in this footnote for further details) pursuant to which both parties granted each other a non-exclusive, worldwide, royalty-bearing license to develop products and services related to single cell analysis. Each company shall pay to the other royalties from licensed products and licensed services through 2030. In September 2020, the Company and the Board of Trustees of the Leland Stanford Junior University ("Stanford") entered into a license agreement pursuant to which the Company was granted a license to certain intellectual property from Stanford relating to single cell profiling and tissue clarification. As the Company receives revenue related to products covered by these licenses, it is required to pay Stanford a low single-digit royalty percentage based on the net revenue of certain products during the applicable term of the licensed patents. In October 2019, as part of the 2019 Becton Dickinson Settlement and Patent Cross License Agreement with Becton, Dickinson and Company and Cellular Research, Inc. (“BD Entities”), the Company was granted a worldwide royalty-free, nonexclusive license to certain intellectual property from the BD Entities. The Company recognized $ 22.1 million in technology licenses as an intangible asset with a weighted average amortization period of 15 years. This license is classified within other noncurrent assets on the Company’s consolidated balance sheet as of December 31, 2021. The minimum commitments related to the Company's license arrangements aggregate to $ 19.9 million as of December 31, 2021 to be paid over the next 17 years. 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. For the years ended December 31, 2021 and December 31, 2020, the Company incurred $ 10.5 million and $ 8.4 million, respectively, of operating lease costs and $ 0.6 million and $ 0.4 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 year ended December 31, 2021 and December 31, 2020 were $ 6.2 million and $ 7.1 million and were included in net cash used in operating activities in the Company’s consolidated statements of cash flows. The Company maintains letters of credit for the benefit of the landlord related to two of the Company’s non-cancelable operating leases, in the amount of $ 7.5 million in aggregate. 116 Table of Contents The maturity of the Company’s operating lease liabilities as of December 31, 2021 is as follows (in thousands): Operating Leases 2022 $ 9,376 2023 12,237 2024 12,203 2025 11,225 2026 11,678 Thereafter 48,099 Total lease payments $ 104,818 Less: imputed interest ( 22,840 ) Present value of operating lease liabilities $ 81,978 Operating lease liabilities, current $ 5,131 Operating lease liabilities, noncurrent $ 76,847 The following table summarizes additional information related to operating leases as of December 31, 2021: December 31, 2021 December 31, 2020 Weighted-average remaining lease term: Operating leases 8.7 years 8.4 years Weighted-average discount rate: Operating leases 5.4 % 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, certain of which commenced during the year ended December 31, 2021. The remaining components are expected to commence on various dates within 2022 and 2023 and is expected to terminate on June 30, 2033 Total undiscounted payments for lease components 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 December 31, 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. Lease payments for leases not yet commenced as of December 31, 2021 is as follows (in thousands): 117 Table of Contents Lease payments for leases not yet commenced 2022 $ 1,027 2023 2,827 2024 4,310 2025 4,154 2026 4,501 Thereafter 23,734 Total undiscounted lease payments $ 40,553 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. On July 26, 2021, the Company entered into a Settlement and Patent Cross License Agreement (the “Bio-Rad 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 Bio-Rad 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 Bio-Rad 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 paid 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 as a reduction in cost of goods sold and operating expenses 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. On November 17, 2021, the Court held a hearing and dismissed without prejudice the Company's claims for pre-suit indirect infringement and willful infringement. Discovery is in progress. A Markman hearing is scheduled for October 2022 and trial is scheduled for June 2023. 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 above. 118 Table of Contents 8. Capital Stock The Company’s Amended and Restated Certificate of Incorporation authorizes it to issue 1,200,000,000 shares of capital stock consisting of 1,000,000,000 shares of Class A common stock, 100,000,000 shares of Class B common stock, and 100,000,000 shares of preferred stock. Common Stock The Company has the following shares of common stock issued and outstanding: As of December 31, 2021 2020 Class A common stock 92,868,512 85,804,444 Class B common stock 19,646,465 22,681,465 Total common stock issued and outstanding 112,514,977 108,485,909 During the twelve months ended December 31, 2021 and December 31, 2020, 3,035,000 shares and 52,587,965 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. The Company’s Class A common stock and Class B common stock have a par value of $ 0.00001 per share. Each share of Class B common stock has the right to ten votes and each share of Class A common stock has the right to one vote per share. All other rights and privileges of Class A and Class B common stock are equivalent. Class B common shares are convertible to Class A common shares at any time upon written notification and all Class B common shares will convert upon the date specified by vote or written consent of the holders of a majority of the then outstanding Class B common stock, voting together as a single class. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. 9. Equity Incentive Plans Amended and Restated 2012 Stock Plan Following the adoption of the 2019 Omnibus Incentive Plan in September 2019, any awards outstanding under the Amended and Restated 2012 Stock Plan continue to be governed by their existing terms but no further awards may be granted under the Amended and Restated 2012 Stock Plan. As of December 31, 2021, the number of shares of Class A common stock issuable under the Amended and Restated 2012 Stock Plan which includes shares issuable upon the exercise of outstanding awards was 6,010,212 . 2019 Omnibus Incentive Plan The Omnibus Incentive Plan allows for the issuance of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”) or restricted shares. ISOs may be granted only to the Company’s employees (including officers and directors who are also considered employees). NSOs and restricted shares may be granted to the Company’s employees and service providers. As of December 31, 2021, the number of shares of Class A common stock available for issuance under the 2019 Omnibus Incentive Plan was 3,500,786 shares issuable in connection with outstanding awards and 13,256,664 shares reserved for issuance in connection with grants of future awards. The number of shares of Class A common stock reserved for issuance under the 2019 Omnibus Incentive Plan at the time the 2019 Omnibus Incentive Plan was adopted in 2019 was 11,000,000 . The Omnibus Incentive Plan provides that the total number of shares of the Company’s Class A common stock that may be issued under the Omnibus Incentive Plan, including options authorized and options outstanding, is 11,000,000 (such share limit as increased from time to time, the “Absolute Share Limit”). However, the Absolute Share Limit shall be increased on the first day of each calendar year commencing on January 1, 2021 and ending on January 1, 2029 in an amount equal to the lesser of (i) 5 % of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such number of shares of the Company’s Class A common stock as determined by the Company’s board of directors. However, if on January 1 of a calendar year, the Company’s board of directors has not either confirmed the 5 % increase described in clause (i) or approved a lesser number of shares of the Company’s Class A common stock for such calendar year, then the Company’s board of directors will be deemed to have waived the automatic increase, and no such increase will occur for such calendar year. Of the Absolute Share Limit, no more than 119 Table of Contents 11,000,000 shares of Class A common stock may be issued in the aggregate pursuant to the exercise of incentive stock options granted under the Omnibus Incentive Plan. Options under the Omnibus Incentive Plan have a contractual term of 10 years. The exercise price of an ISO and NSO shall not be less than 100 % of the fair market value of the shares on the date of grant. A summary of the Company’s stock option activity under the Plans is as follows: Outstanding Options Weighted- Average Exercise Price Weighted- Average Remaining Term (Years) Aggregate Intrinsic Value Balance as of December 31, 2020 11,860,844 $ 18.86 7.6 $ 1,455,758,971 Granted 363,874 178.40 Exercised ( 3,584,934 ) 9.21 Cancelled ( 427,030 ) 35.54 Balance as of December 31, 2021 8,212,754 $ 29.28 6.8 $ 993,520,419 Vested and exercisable as of December 31, 2021 5,251,327 $ 17.14 6.3 $ 693,906,970 The weighted-average grant date fair value of options granted during the years ended December 31, 2021, 2020, and 2019 was $ 108.05 , $ 45.02 , and $ 13.20 per share, respectively. The total intrinsic value of stock options exercised was $ 572.2 million, $ 466.1 million and $ 30.5 million during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, the total unrecognized stock-based compensation related to stock options was $ 86.5 million, which will be recognized over a weighted-average period of approximately two years . Stock Option Valuation Assumptions The fair value of each employee option grant was estimated on the date of grant using the Black-Scholes option pricing model and the following assumptions for the periods indicated: Year Ended December 31, 2021 2020 2019 Expected volatility 67 % – 69 % 60 % – 71 % 40 % – 53 % Risk-free interest rate 1.0 % – 1.1 % 0.3 % – 1.7 % 1.5 % – 2.5 % Expected term 6.0 – 6.1 years 5.3 – 6.9 years 5.0 – 6.9 years Expected dividend — % — % — % Restricted Stock Units The Company began granting restricted stock unit awards (“RSUs”) to employees and other service providers during 2020. RSU activity for the year ended December 31, 2021 is as follows: Restricted Stock Units Weighted-Average Grant Date Fair Value (per share) Balance as of December 31, 2020 823,947 $ 80.97 Granted 970,033 179.95 Vested ( 382,380 ) 114.11 Cancelled ( 113,356 ) 123.21 Outstanding as of December 31, 2021 1,298,244 $ 141.48 As of December 31, 2021, the total unrecognized stock-based compensation related to RSUs was $ 171.6 million, which will be recognized over a weighted-average period of approximately three years . 120 Table of Contents 2019 Employee Stock Purchase Plan In July 2019, the Company’s board of directors adopted the 10x Genomics, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”), which was subsequently approved by the Company’s stockholders. The ESPP went into effect on September 11, 2019. Subject to any limitations contained therein, the ESPP allows eligible employees to contribute, through payroll deductions, up to 15 % of their eligible compensation to purchase the Company’s Class A common stock at a discounted price per share. The ESPP generally provides for consecutive, overlapping 6-month offering periods. Unless otherwise determined by the administrator of the ESPP, a participant may not sell, transfer or otherwise dispose of any shares of the Company’s Class A common stock purchased under the ESPP for 12 months following the applicable exercise date. During the years ended December 31, 2021 and 2020, 61,764 and 163,727 shares of Class A common stock, respectively, were issued under the ESPP. The ESPP provides that the maximum number of shares of the Company’s Class A common stock made available for sale thereunder will be 3,084,859 , which number will be automatically increased on the first day of each calendar year commencing on January 1, 2021 and ending on January 1, 2029 in an amount equal to the lesser of (i) 1 % of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such number of shares of the Company’s Class A common stock as determined by the Company’s board of directors. However, if on January 1 of a calendar year the Company’s board of directors has not either confirmed the 1 % described in clause (i) or approved a lesser number of shares of the Company’s Class A common stock for such calendar year, the Company’s board of directors will be deemed to have waived the automatic increase and no such increase will occur for such calendar year. The maximum number of shares available under the ESPP (and any share limitations thereunder, as applicable) will automatically be adjusted upon certain changes to the Company’s capital structure. As of December 31, 2021, there were 2,857,556 shares available for issuance under the ESPP. For the years ended December 31, 2021 and 2020, the weighted average grant date fair values of the ESPP shares purchased, using the Black-Scholes option pricing model, were $ 43.39 and $ 16.61 , respectively. The following assumptions were used in estimating the fair values of shares under the ESPP: Year Ended December 31, 2021 2020 2019 Expected volatility 47 % – 69 % 45 % – 70 % 52 % Risk-free interest rate 0.04 % – 0.06 % 0.12 % – 0.15 % 1.85 % Expected term (in years) 0.5 – 1.0 0.5 – 1.0 0.70 Expected dividend — % — % — % As of December 31, 2021, the total unrecognized stock-based compensation related to the ESPP was $ 0.9 million, which will be recognized over a weighted-average period of approximately 0.4 years. Stock-based Compensation The Company recorded stock-based compensation expense in the consolidated statement of operations for the periods presented as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 3,231 $ 1,551 $ 325 Research and development 41,970 19,623 5,721 Selling, general and administrative 50,761 27,452 7,287 Total stock-based compensation expense $ 95,962 $ 48,626 $ 13,333 10. Employee Benefit Plans The Company has made available to all full-time United States employees a 401(k) retirement savings plan. Under this plan, employee and employer contributions and accumulated plan earnings qualify for favorable tax treatment under Section 401(k) of the Internal Revenue Code. The Company has not contributed to the plan. 121 Table of Contents 11. 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: Year Ended December 31, 2021 2020 2019 Stock options to purchase common stock 8,212,754 11,860,844 15,918,243 Shares subject to repurchase 18,750 68,750 138,250 Restricted stock units 1,298,244 823,947 — Contingent restricted shares — 236,484 — Shares committed under ESPP 13,368 10,939 56,159 Total 9,543,116 13,000,964 16,112,652 122 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.