0001299130-23-000048 | 10-Q | XBRL Viewer | Pacific Biosciences OF California INC

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Condensed Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 353,834	$ 325,089
Investments	521,058	447,229
Accounts receivable, net	29,589	18,786
Inventory, net	61,955	50,381
Prepaid expenses and other current assets	14,375	10,289
Short-term restricted cash	300	300
Total current assets	981,111	852,074
Property and equipment, net	40,833	41,580
Operating lease right-of-use assets, net	38,247	39,763
Long-term restricted cash	2,922	2,922
Intangible assets, net	410,011	410,245
Goodwill	409,974	409,974
Other long-term assets	13,319	10,528
Total assets	1,896,417	1,767,086
Current liabilities
Accounts payable	17,390	12,028
Accrued expenses	19,380	32,596
Deferred revenue, current	30,866	30,498
Operating lease liabilities, current	9,018	8,886
Other liabilities, current	4,670	7,233
Contingent consideration liability, current	184,350	172,094
Total current liabilities	265,674	263,335
Deferred revenue, non-current	1,849	1,794
Operating lease liabilities, non-current	38,969	41,070
Convertible senior notes, net, non-current	896,839	896,683
Other liabilities, non-current	969	1,300
Total liabilities	1,204,300	1,204,182
Commitments and contingencies
Stockholders’ equity
Authorized 50,000 shares; No shares issued or outstanding	0	0
Authorized 1,000,000 shares; issued and outstanding 249,803 and 226,505 shares at March 31, 2023 and December 31, 2022, respectively	250	227
Additional paid-in capital	2,314,146	2,099,782
Accumulated other comprehensive loss	(1,924)	(4,765)
Accumulated deficit	(1,620,355)	(1,532,340)
Total stockholders’ equity	692,117	562,904
Total liabilities and stockholders’ equity	$ 1,896,417	$ 1,767,086

BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($)	3 Months Ended				12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Dec. 31, 2022
Balance Sheet Components [Line Items]
Goodwill, impairment loss		$ 0
Deferred revenue, current	$ 30,866,000				$ 30,498,000
Deferred revenue	32,700,000
Deferred revenue, non-current	$ 1,849,000				1,794,000
Revenue recognized					3,500,000
Standard product warranty, period	1 year
Interest expense, debt	$ 3,531,000		$ 3,528,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Balance Sheet Components [Line Items]
Remaining performance obligation	$ 1,800,000
Remaining performance obligation period	5 years
Term Loans
Balance Sheet Components [Line Items]
Short- and long-term debt	$ 1,900,000
Interest expense, debt	100,000
Term Loans \| Minimum
Balance Sheet Components [Line Items]
Debt instrument, term loan, elective option				24 months
Term Loans \| Maximum
Balance Sheet Components [Line Items]
Debt instrument, term loan, elective option				43 months
Term Loans \| Secured Debt
Balance Sheet Components [Line Items]
Short-term debt	1,700,000
Term Loans \| Secured Debt
Balance Sheet Components [Line Items]
Debt instrument, term				43 months
Debt instrument, stated interest rate				17.00%
Percentage of fee to prepay debt				4.00%
Long term debt, excluding current maturities	200,000
Omniome, Inc
Balance Sheet Components [Line Items]
Short term debt acquired				$ 1,300,000
Long-term debt acquired				3,000,000
Omniome, Inc \| In Process Research and Development
Balance Sheet Components [Line Items]
Indefinite-lived intangible assets				$ 400,000,000
Invitae Corporation
Balance Sheet Components [Line Items]
Deferred revenue, current	$ 21,400,000				$ 21,400,000

CONVERTIBLE SENIOR NOTES (Schedule of Interest Expense) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 156	$ 153
Total interest expense	3,531	3,528
Convertible Senior Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 3,375	$ 3,375

STOCKHOLDERS’ EQUITY - Schedule of Fair Value of Employee Stock Purchase Plan (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
ESPP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	97.00%	70.00%
Risk-free interest rate, minimum	4.89%	0.60%
Risk-free interest rate, maximum	5.20%	1.31%
Granted (in dollars per share)	$ 5.00	$ 5.42
ESPP \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term in years	6 months	6 months
ESPP \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term in years	2 years	2 years

STOCKHOLDERS’ EQUITY - Schedule of Fair Value of Employee Stock Options (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Options to purchase common stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term in years		4 years 7 months 6 days
Expected volatility		70.00%
Risk-free interest rate		1.76%
Weighted average grant date fair value per share (in dollars per share)		$ 6.66

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	Apr. 30, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-34899
Entity Registrant Name	Pacific Biosciences of California, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	16-1590339
Entity Address, Address Line One	1305 O’Brien Drive
Entity Address, City or Town	Menlo Park
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94025
City Area Code	650
Local Phone Number	521-8000
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	PACB
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		249,891,404
Entity Central Index Key	0001299130
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue:
Total revenue	$ 38,900	$ 33,173
Cost of Revenue:
Amortization of intangible assets	183	183
Total cost of revenue	29,139	19,018
Gross profit	9,761	14,155
Operating Expense:
Research and development	48,939	52,937
Sales, general and administrative	39,818	39,804
Change in the estimated fair value of contingent consideration	12,256	(1,063)
Total operating expense	101,013	91,678
Operating loss	(91,252)	(77,523)
Interest expense	(3,630)	(3,697)
Other income (expense), net	6,867	(279)
Loss before expense (benefit) from income taxes	(88,015)	(81,499)
Expense (benefit) from income taxes	0	0
Net loss	(88,015)	(81,499)
Other comprehensive income (loss):
Unrealized gain (loss) on investments	2,841	(2,998)
Comprehensive loss	$ (85,174)	$ (84,497)
Net loss per share:
Basic (in dollars per share)	$ (0.36)	$ (0.37)
Diluted (in dollars per share)	$ (0.36)	$ (0.37)
Weighted average shares outstanding used in calculating net loss per share:
Basic (in shares)	242,032	222,289
Diluted (in shares)	242,032	222,289
Product revenue
Revenue:
Total revenue	$ 34,654	$ 28,244
Cost of Revenue:
Cost of revenue	25,164	14,820
Service and other revenue
Revenue:
Total revenue	4,246	4,929
Cost of Revenue:
Cost of revenue	$ 3,792	$ 4,015

BALANCE SHEET COMPONENTS - Components of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Balance Sheet Components [Abstract]
Purchased materials	$ 25,475	$ 24,139
Work in process	21,705	14,062
Finished goods	14,775	12,180
Inventory, net	$ 61,955	$ 50,381

STOCKHOLDERS’ EQUITY - Summary of Stock Option Activity (Details) - Performance-based stock options	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of shares
Outstanding, beginning (in shares) \| shares	258,000
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	(230,000)
Canceled (in shares) \| shares	(4,000)
Outstanding, ending (in shares) \| shares	24,000
Weighted average exercise price
Beginning, outstanding (in dollars per share) \| $ / shares	$ 4.71
Granted (in dollars per share) \| $ / shares	0
Exercised (in dollars per share) \| $ / shares	4.71
Canceled (in dollars per share) \| $ / shares	4.71
Ending, outstanding (in dollars per share) \| $ / shares	$ 4.71

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Consolidation	Our unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, as set forth in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC. The unaudited condensed consolidated financial statements include the accounts of Pacific Biosciences and our wholly owned subsidiaries. Certain information and footnote disclosures typically included in our audited financial statements have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements have been prepared on a consistent basis with the December 31, 2022 audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state our financial position, results of operations, comprehensive loss, and cash flows for the period, but are not necessarily indicative of the results to be expected for the entire year or any future periods. All intercompany transactions and balances have been eliminated. Certain prior period amounts have been reclassified to conform to current period presentation.
Use of Estimates	The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes to the financial statements. On an ongoing basis, we evaluate our significant estimates including, but not limited to, the valuation of inventory, the determination of stand-alone selling prices for revenue recognition, the fair value of contingent consideration, the valuation of acquired intangible assets, the fair value of certain equity awards, the useful lives assigned to long-lived assets, the computation of provisions for income taxes, the borrowing rate used in calculating the operating lease right-of-use assets and operating lease liabilities, the probability associated with variable payments under partnership development agreements, and the valuations related to our convertible senior notes. While the extent of the potential impact of the current macroeconomic conditions on our business is highly uncertain, we considered information available related to assumptions and estimates used to determine the results reported and asset valuations as of March 31, 2023. Actual results could differ materially from these estimates.
Cash, Cash Equivalents	We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash equivalents may be comprised of money market funds, certificates of deposit, commercial paper, corporate bonds and notes, and government agencies’ securities.
Investments	We classify our investments in debt securities as available-for sale and report the investments at fair value in current assets. We evaluate our available-for-sale investments in unrealized loss positions and assess whether the unrealized loss is credit-related. Unrealized gains and losses that are not credit-related are recognized in accumulated other comprehensive loss in stockholders’ equity. Realized gains and losses, expected credit losses, as well as interest income, on available-for-sale securities are also reported in other income (expense), net. The cost used in the determination of gains and losses of securities sold is based on the specific identification method. The cost of marketable securities is adjusted for the amortization of premiums and discounts to expected maturity. Premium and discount amortization is recorded in other income (expense), net. Our investment portfolio at any point in time contains investments in cash deposits, money market funds, commercial paper, corporate debt securities and U.S. government and agency securities with high credit ratings. We have established guidelines regarding diversification and maturities of investments with the objectives of maintaining safety and liquidity, while maximizing yield.
Restricted Cash	Restricted cash includes cash that is not readily available for use in the Company’s operating activities. Restricted cash is primarily comprised of cash pledged under letters of credit.
Recent Accounting Pronouncements	Recently Adopted Accounting Standards In October 2021, the FASB issued Accounting Standards Update ("ASU") No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU provides specific guidance on how to recognize contract assets and contract liabilities related to revenue contracts with customers acquired in a business combination. This amendment improves comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. We adopted this ASU on January 1, 2023. The adoption of this guidance did not have a material effect on our consolidated financial statements.
Fair Value of Financial Instruments	We consider an active market as one in which transactions for the asset or liability occurs with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, we view an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our non-performance risk, or that of our counterparty, is considered in determining the fair values of liabilities and assets, respectively. We classify our cash deposits and money market funds within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. We classify our investments as Level 2 instruments based on market pricing and other observable inputs. We did not classify any of our investments within Level 3 of the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The carrying amount of our accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other liabilities, current, approximate fair value due to their short maturities. Assets and Liabilities Measured at Fair Value on a Recurring Basis

FINANCIAL INSTRUMENTS - Narrative (Details) - Measurement Input, Discount Rate	Mar. 31, 2023
Minimum
Financial Instruments [Line Items]
Debt instrument, stated interest rate	0.093
Maximum
Financial Instruments [Line Items]
Debt instrument, stated interest rate	0.102

FINANCIAL INSTRUMENTS - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 353,834	$ 325,089
Investments:	521,058	447,229
Short-term restricted cash	300	300
Long-term restricted cash	2,922	2,922
Total assets measured at fair value	878,114	775,540
Liabilities
Contingent consideration	184,350	172,094
Total liabilities measured at fair value	184,350	172,094
Commercial paper
Assets
Investments:	109,873	127,302
Corporate debt securities
Assets
Investments:	87,381	49,491
U.S. government & agency securities
Assets
Investments:	323,804	270,436
Level 1
Assets
Cash and cash equivalents	103,753	137,636
Investments:	0	0
Short-term restricted cash	300	300
Long-term restricted cash	2,922	2,922
Total assets measured at fair value	106,975	140,858
Liabilities
Contingent consideration	0	0
Total liabilities measured at fair value	0	0
Level 1 \| Commercial paper
Assets
Investments:	0	0
Level 1 \| Corporate debt securities
Assets
Investments:	0	0
Level 1 \| U.S. government & agency securities
Assets
Investments:	0	0
Level 2
Assets
Cash and cash equivalents	250,081	187,453
Investments:	521,058	447,229
Short-term restricted cash	0	0
Long-term restricted cash	0	0
Total assets measured at fair value	771,139	634,682
Liabilities
Contingent consideration	0	0
Total liabilities measured at fair value	0	0
Level 2 \| Commercial paper
Assets
Investments:	109,873	127,302
Level 2 \| Corporate debt securities
Assets
Investments:	87,381	49,491
Level 2 \| U.S. government & agency securities
Assets
Investments:	323,804	270,436
Level 3
Assets
Cash and cash equivalents	0	0
Investments:	0	0
Short-term restricted cash	0	0
Long-term restricted cash	0	0
Total assets measured at fair value	0	0
Liabilities
Contingent consideration	184,350	172,094
Total liabilities measured at fair value	184,350	172,094
Level 3 \| Commercial paper
Assets
Investments:	0	0
Level 3 \| Corporate debt securities
Assets
Investments:	0	0
Level 3 \| U.S. government & agency securities
Assets
Investments:	$ 0	$ 0

STOCKHOLDERS’ EQUITY - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 17,952	$ 22,703
Cost of revenue
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	1,949	1,758
Research and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	6,705	8,965
Sales, general and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 9,299	$ 11,980

BALANCE SHEET COMPONENTS (Tables)

3 Months Ended

Mar. 31, 2023

Balance Sheet Components [Abstract]

Components of Inventory

Our inventory, net, consisted of the following components (in thousands):


	March 31, 2023		December 31, 2022
Purchased materials	$	25,475	$	24,139
Work in process	21,705		14,062
Finished goods	14,775		12,180
Inventory, net	$	61,955	$	50,381

Schedule of Definite-lived Intangible Assets from Business Acquisitions

In addition to IPR&D, definite-lived intangible assets included the following (in thousands, except years):


		As of March 31, 2023						As of December 31, 2022
	Estimated Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	15	$	11,179	$	(1,228)	$	9,951	$	11,179	$	(1,039)	$	10,140
Customer relationships	2	360		(300)		60		360		(255)		105
Total		$	11,539	$	(1,528)	$	10,011	$	11,539	$	(1,294)	$	10,245

Estimated Future Amortization Expense of Acquisition-Related Intangible Assets With Definite Lives

The estimated future amortization expense of intangible assets with definite lives is as follows (in thousands):


Remainder of 2023	$	619
2024	745
2025	745
2026	745
2027	746
2028 and thereafter	6,411
Total	$	10,011

Changes in Reserve for Product Warranties

Changes in the reserve for product warranties were as follows for the periods indicated (in thousands):


	Three Months Ended March 31,
	2023		2022
Balance at beginning of period	$	1,651	$	594
Additions charged to cost of product revenue	604		953
Repairs and replacements	(631)		(373)
Balance at end of period	$	1,624	$	1,174

Future Principal Payments, Fiscal Year Maturity

The following table presents the future principal payments on the term loans (in thousands):


Remainder of 2023	$	1,395
2024	490
Total	$	1,885

FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2023

Investments, All Other Investments [Abstract]

Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table sets forth the fair value of our financial assets and liabilities that were measured on a recurring basis (in thousands):


	March 31, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	103,753	$	250,081	$	—	$	353,834	$	137,636	$	187,453	$	—	$	325,089
Investments:
Commercial paper	—		109,873		—		109,873		—		127,302		—		127,302
Corporate debt securities	—		87,381		—		87,381		—		49,491		—		49,491
U.S. government & agency securities	—		323,804		—		323,804		—		270,436		—		270,436
Total investments	—		521,058		—		521,058		—		447,229		—		447,229

Short-term restricted cash	300		—		—		300		300		—		—		300
Long-term restricted cash	2,922		—		—		2,922		2,922		—		—		2,922
Total assets measured at fair value	$	106,975	$	771,139	$	—	$	878,114	$	140,858	$	634,682	$	—	$	775,540

Liabilities
Contingent consideration	$	—	$	—	$	184,350	$	184,350	$	—	$	—	$	172,094	$	172,094
Total liabilities measured at fair value	$	—	$	—	$	184,350	$	184,350	$	—	$	—	$	172,094	$	172,094

Changes in the Estimated Fair Value of Contingent Consideration Liability

Changes in the estimated fair value of the contingent consideration liability for the three months ended March 31, 2023 were as follows (in thousands):


	Level 3
Beginning balance as of December 31, 2022	$	172,094
Change in estimated fair value	12,256
Ending balance as of March 31, 2023	$	184,350

Summary of Cash, Cash Equivalents and Investments

The following tables summarize our cash, cash equivalents and investments (in thousands):


	As of March 31, 2023
	Amortized Cost		Gross unrealized gains		Gross unrealized losses		Fair Value

Cash and cash equivalents	353,837		24		(27)		353,834
Investments:
Commercial paper	110,009		17		(153)		109,873
Corporate debt securities	87,426		299		(344)		87,381
U.S. government & agency securities	325,544		576		(2,316)		323,804
Total investments	522,979		892		(2,813)		521,058
Total cash, cash equivalents and investments	$	876,816	$	916	$	(2,840)	$	874,892

Short-term restricted cash	$	300	$	—	$	—	$	300
Long-term restricted cash	$	2,922	$	—	$	—	$	2,922


	As of December 31, 2022
	Amortized Cost		Gross unrealized gains		Gross unrealized losses		Fair Value

Cash and cash equivalents	325,144		6		(61)		325,089
Investments:
Commercial paper	127,626		9		(333)		127,302
Corporate debt securities	49,998		—		(507)		49,491
U.S. government & agency securities	274,315		1		(3,880)		270,436
Total investments	451,939		10		(4,720)		447,229
Total cash, cash equivalents and investments	$	777,083	$	16	$	(4,781)	$	772,318

Short-term restricted cash	$	300	$	—	$	—	$	300
Long-term restricted cash	$	2,922	$	—	$	—	$	2,922

The following table summarizes the contractual maturities of our cash equivalents and available-for-sale investments, excluding money market funds, as of March 31, 2023 (in thousands):


	Fair Value
Due in one year or less	$	634,191
Due after one year through five years	136,948
Total	$	771,139

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES We are a life science technology company that is designing, developing, and manufacturing advanced sequencing solutions that enable scientists and clinical researchers to improve their understanding of the genome and ultimately, resolve genetically complex problems. Our products and technology under development stem from two highly differentiated core technologies focused on accuracy, quality, and completeness, which include our existing HiFi long-read sequencing technology and our emerging short-read Sequencing by Binding (SBBTM) technology. Our products address solutions across a broad set of applications including human genomics, plant and animal sciences, infectious disease and microbiology, oncology, and other emerging applications. Our focus is on providing our customers with advanced sequencing technologies with higher throughput and improved workflows that we believe will enable dramatic advancements in routine healthcare. Our customers include academic and governmental research institutions, commercial testing and service laboratories, genome centers, public health labs, hospitals and clinical research institutes, contract research organizations ("CROs"), pharmaceutical companies, and agricultural companies. References in this report to “PacBio,” “we,” “us,” the “Company,” and “our” refer to Pacific Biosciences of California, Inc. and its consolidated subsidiaries. Basis of Presentation and Consolidation Our unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, as set forth in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC. The unaudited condensed consolidated financial statements include the accounts of Pacific Biosciences and our wholly owned subsidiaries. Certain information and footnote disclosures typically included in our audited financial statements have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements have been prepared on a consistent basis with the December 31, 2022 audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state our financial position, results of operations, comprehensive loss, and cash flows for the period, but are not necessarily indicative of the results to be expected for the entire year or any future periods. All intercompany transactions and balances have been eliminated. Certain prior period amounts have been reclassified to conform to current period presentation. The financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes to the financial statements. On an ongoing basis, we evaluate our significant estimates including, but not limited to, the valuation of inventory, the determination of stand-alone selling prices for revenue recognition, the fair value of contingent consideration, the valuation of acquired intangible assets, the fair value of certain equity awards, the useful lives assigned to long-lived assets, the computation of provisions for income taxes, the borrowing rate used in calculating the operating lease right-of-use assets and operating lease liabilities, the probability associated with variable payments under partnership development agreements, and the valuations related to our convertible senior notes. While the extent of the potential impact of the current macroeconomic conditions on our business is highly uncertain, we considered information available related to assumptions and estimates used to determine the results reported and asset valuations as of March 31, 2023. Actual results could differ materially from these estimates. Cash, Cash Equivalents, Restricted Cash and Investments We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash equivalents may be comprised of money market funds, certificates of deposit, commercial paper, corporate bonds and notes, and government agencies’ securities. We classify our investments in debt securities as available-for sale and report the investments at fair value in current assets. We evaluate our available-for-sale investments in unrealized loss positions and assess whether the unrealized loss is credit-related. Unrealized gains and losses that are not credit-related are recognized in accumulated other comprehensive loss in stockholders’ equity. Realized gains and losses, expected credit losses, as well as interest income, on available-for-sale securities are also reported in other income (expense), net. The cost used in the determination of gains and losses of securities sold is based on the specific identification method. The cost of marketable securities is adjusted for the amortization of premiums and discounts to expected maturity. Premium and discount amortization is recorded in other income (expense), net. Our investment portfolio at any point in time contains investments in cash deposits, money market funds, commercial paper, corporate debt securities and U.S. government and agency securities with high credit ratings. We have established guidelines regarding diversification and maturities of investments with the objectives of maintaining safety and liquidity, while maximizing yield. Restricted cash includes cash that is not readily available for use in the Company’s operating activities. Restricted cash is primarily comprised of cash pledged under letters of credit. Concentration and Other Risks For the three months ended March 31, 2023, no customer represented 10% or greater of our total revenue during the period. For the three months ended March 31, 2022, two customers accounted for approximately 14% and 11%, respectively, of total revenue during the period. No other customers exceeded 10% during those periods. As of March 31, 2023, 49% of our accounts receivable were from domestic customers, compared to 57% as of December 31, 2022. As of March 31, 2023, no customer represented 10% or greater of our accounts receivable, while one customer represented approximately 10% of our net accounts receivable as of December 31, 2022. Recent Accounting Pronouncements Recently Adopted Accounting Standards In October 2021, the FASB issued Accounting Standards Update ("ASU") No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU provides specific guidance on how to recognize contract assets and contract liabilities related to revenue contracts with customers acquired in a business combination. This amendment improves comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. We adopted this ASU on January 1, 2023. The adoption of this guidance did not have a material effect on our consolidated financial statements. Significant Accounting Policies There have been no changes to our significant accounting policies as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

BALANCE SHEET COMPONENTS - Definite-lived Intangible Assets from Business Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 11,539	$ 11,539
Accumulated Amortization	(1,528)	(1,294)
Total	$ 10,011	10,245
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	15 years
Gross Carrying Amount	$ 11,179	11,179
Accumulated Amortization	(1,228)	(1,039)
Total	$ 9,951	10,140
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	2 years
Gross Carrying Amount	$ 360	360
Accumulated Amortization	(300)	(255)
Total	$ 60	$ 105

BALANCE SHEET COMPONENTS - Future Principal Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Long-Term Debt, Fiscal Year Maturity [Abstract]
Total	$ 896,839	$ 896,683
Term Loans
Long-Term Debt, Fiscal Year Maturity [Abstract]
Remainder of 2023	1,395
2024	490
Total	$ 1,885

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

CONVERTIBLE SENIOR NOTES (Schedule of Net Carrying Amount) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ (3,161)	$ (3,317)
Total	896,839	896,683
Convertible Senior Notes
Debt Instrument [Line Items]
Principal amount	$ 900,000	$ 900,000

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

CONVERTIBLE SENIOR NOTES

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

CONVERTIBLE SENIOR NOTES

CONVERTIBLE SENIOR NOTES On February 9, 2021, we entered into an investment agreement (the “Investment Agreement”) with SB Northstar LP (the “Purchaser”), a subsidiary of SoftBank Group Corp., relating to the issuance and sale to the Purchaser of $900 million in aggregate principal amount of our 1.5% Convertible Senior Notes (the “Notes”). The Notes were issued on February 16, 2021.

The Notes are governed by an indenture (the “Indenture”) between the Company and U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 1.5% per annum. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 and commenced on August 15, 2021. The Notes will mature on February 15, 2028, subject to earlier conversion, redemption or repurchase.

The Notes are convertible at the option of the holder at any time until the second scheduled trading day prior to the maturity date, including in connection with a redemption by the Company. The Notes are convertible into shares of our common stock based on an initial conversion rate of 22.9885 shares of common stock per $1,000 principal amount of the Notes (which is equal to an initial conversion price of $43.50 per share), in each case subject to customary anti-dilution and other adjustments as a result of certain extraordinary transactions. Upon conversion of the Notes, we may elect to settle such conversion obligation in shares, cash or a combination of shares and cash.

On or after February 20, 2026, the Notes will be redeemable by the Company in the event that the closing sale price of our common stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the redemption notice at a redemption price of 100% of the principal amount of such Notes, plus accrued and unpaid interest up to, but excluding, the redemption date.

With certain exceptions, upon a change of control of the Company or the failure of our common stock to be listed on certain stock exchanges (a “Fundamental Change”), the holders of the Notes may require that we repurchase all or part of the principal amount of the Notes at a purchase price of par plus unpaid interest up to, but excluding, the maturity date.

The Indenture includes customary “events of default,” which may result in the acceleration of the maturity of the Notes under the Indenture. The Indenture also includes customary covenants for convertible notes of this type.

To the extent we elect, the sole remedy for an event of default relating to our failure to comply with certain of our reporting obligations shall, for the first 360 calendar days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180 calendar days of the 360-day period after the occurrence of such an event of default during which such event of default is continuing (or, if earlier, the date on which such event of default is cured or waived) and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day from, and including, the 181st calendar day to, and including, the 360th calendar day after the occurrence of such an event of default during which such event of default is continuing (or, if earlier, the date on which such event of default is cured or waived as provided for in the Indenture). On the 361st day after such event of default (if the event of default relating to our failure to comply with its obligations is not cured or waived prior to such 361st day), the Notes shall be subject to acceleration as provided for in the Indenture.

The Notes are accounted for in accordance with the authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. Under ASU 2020-06, the guidance requires that debt with an embedded conversion feature is accounted for in its entirety as a liability and no portion of the proceeds from the issuance of the convertible debt instrument is accounted for as attributable to the conversion feature unless the conversion feature is required to be accounted for separately as an embedded derivative or the conversion feature results in a substantial premium. The conversion feature of the Notes is not accounted for as an embedded derivative because it is considered to be indexed to our common stock, and the Notes were not issued at a premium; therefore, the Notes are accounted for in their entirety as a liability. Because we may elect to settle any conversions entirely in shares, and because settlement in shares is the default settlement method, the liability is classified as non-current.

The requirement to repurchase the Notes including unpaid interest to the maturity date in the event of a Fundamental Change is considered a put option for certain periods requiring bifurcation under ASC 815 – Derivatives and Hedging. However, given the low probability of a Fundamental Change occurring during the applicable periods, the value of the embedded derivative is immaterial.

The additional interest feature in the event of our failure to comply with certain reporting obligations is also considered an embedded derivative requiring bifurcation under ASC 815. However, due to the nature and terms of the reporting obligations, the value of the embedded derivative is immaterial.

We incurred issuance costs related to the Notes of approximately $4.5 million, which were recorded as debt issuance cost and are presented as a reduction to the Notes on our Consolidated Balance Sheets and are

amortized to interest expense using the effective interest method over the term of the Notes, resulting in an effective interest rate of 1.6%.

The net carrying amount of the liability for the Notes is recorded as convertible senior notes, net, non-current in the Condensed Consolidated Balance Sheets as follows (in thousands):


	March 31, 2023		December 31, 2022
Principal amount	$	900,000	$	900,000
Unamortized debt issuance costs	(3,161)		(3,317)
Net carrying amount	$	896,839	$	896,683

For the three months ended March 31, 2023 and 2022, interest expense for the Notes was as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Contractual interest expense	$	3,375	$	3,375
Amortization of debt issuance costs	156		153
Total interest expense	$	3,531	$	3,528

As of March 31, 2023, the estimated fair value (Level 2) of the Notes was $693.0 million. The fair value of the Notes is estimated using a pricing model that is primarily affected by the trading price of our common stock and market interest rates.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

REVENUE - Schedule of Revenue by Geographic Location (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 38,900	$ 33,173
Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	19,071	19,082
Europe, Middle East and Africa
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	7,870	5,700
Asia-Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 11,959	$ 8,391

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive (Loss) Income	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		220,978
Beginning balance at Dec. 31, 2021	$ 790,987	$ 221	$ 2,009,945	$ (1,087)	$ (1,218,092)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(81,499)				(81,499)
Other comprehensive income	(2,998)			(2,998)
Issuance of common stock in conjunction with equity plans (in shares)		3,351
Issuance of common stock in conjunction with equity plans	5,592	$ 3	5,589
Share-based compensation expense	22,496		22,496
Ending balance (in shares) at Mar. 31, 2022		224,329
Ending balance at Mar. 31, 2022	$ 734,578	$ 224	2,038,030	(4,085)	(1,299,591)
Beginning balance (in shares) at Dec. 31, 2022	226,505	226,505
Beginning balance at Dec. 31, 2022	$ 562,904	$ 227	2,099,782	(4,765)	(1,532,340)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(88,015)				(88,015)
Other comprehensive income	2,841			2,841
Shares issued (in shares)		20,125
Issuance of common stock from Underwritten Public Equity Offering, net of issuance costs	189,200	$ 20	189,180
Issuance of common stock in conjunction with equity plans (in shares)		3,173
Issuance of common stock in conjunction with equity plans	7,235	$ 3	7,232
Share-based compensation expense	$ 17,952		17,952
Ending balance (in shares) at Mar. 31, 2023	249,803	249,803
Ending balance at Mar. 31, 2023	$ 692,117	$ 250	$ 2,314,146	$ (1,924)	$ (1,620,355)

REVENUE (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenue by Geographic Location

A summary of our revenue by geographic location is as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Americas	$	19,071	$	19,082
Europe, Middle East and Africa	7,870		5,700
Asia-Pacific	11,959		8,391
Total	$	38,900	$	33,173

Summary of Revenue by Category

A summary of our revenue by category is as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Instrument revenue	$	20,700	$	15,550
Consumable revenue	13,954		12,694
Product revenue	34,654		28,244
Service and other revenue	4,246		4,929
Total revenue	$	38,900	$	33,173

NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

NET LOSS PER SHARE

NET LOSS PER SHAREBasic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding and potential shares assuming the dilutive effect of the convertible senior notes, using the if-converted method, and outstanding equity awards using the treasury stock method.

The following table presents the calculation of the basic and diluted net loss per share amounts presented in the Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share amounts):


	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss	$	(88,015)	$	(81,499)

Denominator:
Basic
Weighted average shares used in computing basic net loss	242,032		222,289
Basic net loss per share	$	(0.36)	$	(0.37)

Diluted




Weighted average shares used in computing diluted net loss per share	242,032		222,289
Diluted net loss per share	$	(0.36)	$	(0.37)

The following shares issuable upon conversion of the convertible senior notes and outstanding equity awards were excluded from the computation of diluted net loss per share for the periods presented because the effect of including such shares would have been antidilutive (in thousands):


	Three Months Ended March 31,
	2023	2022
Shares issuable upon conversion of convertible senior notes	20,690	20,690




Equity Awards	30,366	26,752

As described in Note 2. Business Acquisitions in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2022, the contingently issuable shares would be due upon the achievement of a milestone.

FINANCIAL INSTRUMENTS - Changes in estimated fair value of contingent consideration (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 172,094
Change in estimated fair value	12,256
Ending balance	$ 184,350

REVENUE - Summary of Revenue by Category (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 38,900	$ 33,173
Instrument revenue
Disaggregation of Revenue [Line Items]
Total revenue	20,700	15,550
Consumable revenue
Disaggregation of Revenue [Line Items]
Total revenue	13,954	12,694
Product revenue
Disaggregation of Revenue [Line Items]
Total revenue	34,654	28,244
Service and other revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 4,246	$ 4,929

- Definition

+ References

+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (88,015)	$ (81,499)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	2,755	2,268
Amortization of intangible assets	234	228
Amortization of right-of-use assets	1,527	1,696
Amortization of debt discount and financing costs	162	159
Share-based compensation expense	17,952	22,703
Accretion of discount and amortization of premium on marketable securities, net	(2,155)	758
Change in the estimated fair value of contingent consideration	12,256	(1,063)
Inventory provision	3,521	386
Loss on disposition of equipment	201	100
Changes in assets and liabilities
Accounts receivable, net	(10,803)	(3,611)
Inventory, net	(13,319)	(6,661)
Prepaid expenses and other assets	(6,888)	(1,185)
Accounts payable	5,068	6,373
Accrued expenses	(13,186)	(17,234)
Deferred revenue	423	1,949
Operating lease liabilities	(1,969)	(1,884)
Other liabilities	(2,455)	(2,512)
Net cash used in operating activities	(94,691)	(79,029)
Cash flows from investing activities
Purchase of property and equipment	(3,721)	(3,638)
Purchase of investments	(233,291)	(76,369)
Sales of investments	595	0
Maturities of investments	163,864	122,060
Net cash (used in) provided by investing activities	(72,553)	42,053
Cash flows from financing activities
Proceeds from issuance of common stock under equity offerings, net of issuance costs	189,200	0
Proceeds from issuance of common stock from equity plans	7,235	5,592
Notes payable principal payoff	(446)	(377)
Net cash provided by financing activities	195,989	5,215
Net increase (decrease) in cash, cash equivalents, and restricted cash	28,745	(31,761)
Cash and cash equivalents and restricted cash at beginning of period	328,311	465,817
Cash and cash equivalents and restricted cash at end of period	357,056	434,056
Cash and cash equivalents at end of period	353,834	428,574
Restricted cash at end of period	3,222	5,482
Cash, cash equivalents, and restricted cash at end of period	$ 357,056	$ 434,056

FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2023

Investments, All Other Investments [Abstract]

FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

Fair value is the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value hierarchy established under GAAP requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:

•Level 1: quoted prices in active markets for identical assets or liabilities;

•Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We consider an active market as one in which transactions for the asset or liability occurs with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, we view an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our non-performance risk, or that of our counterparty, is considered in determining the fair values of liabilities and assets, respectively.

We classify our cash deposits and money market funds within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. We classify our investments as Level 2 instruments based on market pricing and other observable inputs. We did not classify any of our investments within Level 3 of the fair value hierarchy.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability.

The carrying amount of our accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other liabilities, current, approximate fair value due to their short maturities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table sets forth the fair value of our financial assets and liabilities that were measured on a recurring basis (in thousands):


	March 31, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	103,753	$	250,081	$	—	$	353,834	$	137,636	$	187,453	$	—	$	325,089
Investments:
Commercial paper	—		109,873		—		109,873		—		127,302		—		127,302
Corporate debt securities	—		87,381		—		87,381		—		49,491		—		49,491
U.S. government & agency securities	—		323,804		—		323,804		—		270,436		—		270,436
Total investments	—		521,058		—		521,058		—		447,229		—		447,229

Short-term restricted cash	300		—		—		300		300		—		—		300
Long-term restricted cash	2,922		—		—		2,922		2,922		—		—		2,922
Total assets measured at fair value	$	106,975	$	771,139	$	—	$	878,114	$	140,858	$	634,682	$	—	$	775,540

Liabilities
Contingent consideration	$	—	$	—	$	184,350	$	184,350	$	—	$	—	$	172,094	$	172,094
Total liabilities measured at fair value	$	—	$	—	$	184,350	$	184,350	$	—	$	—	$	172,094	$	172,094

We classify contingent consideration, which was incurred in connection with the acquisition of Omniome, within Level 3 as factors used to develop the estimate of fair value include unobservable inputs that are not supported by market activity and are significant to the fair value.

We estimate the fair value of the contingent consideration liability by discounting the probability-weighted outcomes to present value using an estimate of our borrowing rate and the risk-free rate. The potential outcomes of milestone achievement dates are within the period from June 30, 2023 to June 30, 2025. A decrease in the probability of an earlier scenario within this range would result in a decrease in the fair value of the liability. The discount rates used are the sum of the U.S. risk-free rate and the estimated subordinated credit spread for B- and B credit rating, which ranges from 9.3% to 10.2%. Changes in our estimated subordinated credit spread can result in changes in the fair value of the contingent consideration liability, where a lower credit spread may result in an increased liability valuation.

Changes in the estimated fair value of the contingent consideration liability for the three months ended March 31, 2023 were as follows (in thousands):


	Level 3
Beginning balance as of December 31, 2022	$	172,094
Change in estimated fair value	12,256
Ending balance as of March 31, 2023	$	184,350

Changes to the fair value are recorded as change in fair value of contingent consideration in the Condensed Consolidated Statement of Operations and Comprehensive Loss.

For the three months ended March 31, 2023, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis, and our valuation techniques did not change compared to the prior year.

The following tables summarize our cash, cash equivalents and investments (in thousands):


	As of March 31, 2023
	Amortized Cost		Gross unrealized gains		Gross unrealized losses		Fair Value

Cash and cash equivalents	353,837		24		(27)		353,834
Investments:
Commercial paper	110,009		17		(153)		109,873
Corporate debt securities	87,426		299		(344)		87,381
U.S. government & agency securities	325,544		576		(2,316)		323,804
Total investments	522,979		892		(2,813)		521,058
Total cash, cash equivalents and investments	$	876,816	$	916	$	(2,840)	$	874,892

Short-term restricted cash	$	300	$	—	$	—	$	300
Long-term restricted cash	$	2,922	$	—	$	—	$	2,922


	As of December 31, 2022
	Amortized Cost		Gross unrealized gains		Gross unrealized losses		Fair Value

Cash and cash equivalents	325,144		6		(61)		325,089
Investments:
Commercial paper	127,626		9		(333)		127,302
Corporate debt securities	49,998		—		(507)		49,491
U.S. government & agency securities	274,315		1		(3,880)		270,436
Total investments	451,939		10		(4,720)		447,229
Total cash, cash equivalents and investments	$	777,083	$	16	$	(4,781)	$	772,318

Short-term restricted cash	$	300	$	—	$	—	$	300
Long-term restricted cash	$	2,922	$	—	$	—	$	2,922

The following table summarizes the contractual maturities of our cash equivalents and available-for-sale investments, excluding money market funds, as of March 31, 2023 (in thousands):


	Fair Value
Due in one year or less	$	634,191
Due after one year through five years	136,948
Total	$	771,139

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties.

REVENUE

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

REVENUE

A summary of our revenue by geographic location is as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Americas	$	19,071	$	19,082
Europe, Middle East and Africa	7,870		5,700
Asia-Pacific	11,959		8,391
Total	$	38,900	$	33,173

A summary of our revenue by category is as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Instrument revenue	$	20,700	$	15,550
Consumable revenue	13,954		12,694
Product revenue	34,654		28,244
Service and other revenue	4,246		4,929
Total revenue	$	38,900	$	33,173

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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+ Details

CONVERTIBLE SENIOR NOTES (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Net Carrying Amount

The net carrying amount of the liability for the Notes is recorded as convertible senior notes, net, non-current in the Condensed Consolidated Balance Sheets as follows (in thousands):


	March 31, 2023		December 31, 2022
Principal amount	$	900,000	$	900,000
Unamortized debt issuance costs	(3,161)		(3,317)
Net carrying amount	$	896,839	$	896,683

Schedule of Interest Expense

For the three months ended March 31, 2023 and 2022, interest expense for the Notes was as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Contractual interest expense	$	3,375	$	3,375
Amortization of debt issuance costs	156		153
Total interest expense	$	3,531	$	3,528

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in share)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	249,803,000	226,505,000
Common stock, shares outstanding (in shares)	249,803,000	226,505,000

BALANCE SHEET COMPONENTS - Changes in Reserve for Product Warranties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Balance at beginning of period	$ 1,651	$ 594
Additions charged to cost of product revenue	604	953
Repairs and replacements	(631)	(373)
Balance at end of period	$ 1,624	$ 1,174

STOCKHOLDERS’ EQUITY - Summary of RSUs and PSUs Activity (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
RSUs with time-based vesting
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Outstanding, beginning (in shares) \| shares	8,535,000
Granted (in shares) \| shares	6,341,000
Vested (in shares) \| shares	(1,640,000)
Forfeited (in shares) \| shares	(465,000)
Outstanding, ending (in shares) \| shares	12,771,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning, outstanding (in dollars per share) \| $ / shares	$ 15.16
Granted (in dollars per share) \| $ / shares	9.47
Vested (in dollars per share) \| $ / shares	16.47
Forfeited (in dollars per share) \| $ / shares	17.80
Ending, outstanding (in dollars per share) \| $ / shares	$ 12.07
Performance-based stock options
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Outstanding, beginning (in shares) \| shares	0
Granted (in shares) \| shares	564,000
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Outstanding, ending (in shares) \| shares	564,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning, outstanding (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	9.43
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Ending, outstanding (in dollars per share) \| $ / shares	$ 9.43

NET LOSS PER SHARE - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net loss	$ (88,015)	$ (81,499)
Basic
Basic (in shares)	242,032	222,289
Basic net (loss) income per share (in dollars per share)	$ (0.36)	$ (0.37)
Diluted
Diluted (in shares)	242,032	222,289
Diluted net (loss) income per share	$ (0.36)	$ (0.37)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

FINANCIAL INSTRUMENTS - Summary of Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 876,816	$ 777,083
Gross unrealized gains	916	16
Gross unrealized losses	(2,840)	(4,781)
Fair Value	874,892	772,318
Short-term restricted cash	300	300
Long-term restricted cash	2,922	2,922
Cash and cash equivalents
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	353,837	325,144
Gross unrealized gains	24	6
Gross unrealized losses	(27)	(61)
Fair Value	353,834	325,089
Investments:
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	522,979	451,939
Gross unrealized gains	892	10
Gross unrealized losses	(2,813)	(4,720)
Fair Value	521,058	447,229
Commercial paper
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	110,009	127,626
Gross unrealized gains	17	9
Gross unrealized losses	(153)	(333)
Fair Value	109,873	127,302
Corporate debt securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	87,426	49,998
Gross unrealized gains	299	0
Gross unrealized losses	(344)	(507)
Fair Value	87,381	49,491
U.S. government & agency securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	325,544	274,315
Gross unrealized gains	576	1
Gross unrealized losses	(2,316)	(3,880)
Fair Value	$ 323,804	$ 270,436

STOCKHOLDERS’ EQUITY (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

The following table summarizes stock option activity for time-based awards (shares in thousands):


	Number of shares	Weighted average exercise price
Outstanding at December 31, 2022	14,618	$	10.60
Granted	—	—
Exercised	(250)	3.75
Canceled	(362)	17.16
Outstanding at March 31, 2023	14,006	$	10.55

The following table summarizes stock option activity for performance-based awards (shares in thousands):


	Number of shares	Weighted average exercise price
Outstanding at December 31, 2022	258	$	4.71
Granted	—	—
Exercised	(230)	4.71
Canceled	(4)	4.71
Outstanding at March 31, 2023	24	$	4.71

Summary of Time-Based RSUs Activity

The following table summarizes the time-based RSUs and PSUs activity (shares in thousands):


	Restricted Stock Units (RSU)	Performance Stock Units (PSU)	Weighted average grant date fair value
			RSU		PSU
Outstanding at December 31, 2022	8,535	—	$	15.16	$	—
Granted	6,341	564	9.47		9.43
Vested	(1,640)	—	16.47		—
Forfeited	(465)	—	17.80		—
Outstanding at March 31, 2023	12,771	564	$	12.07	$	9.43

Schedule of Stock-Based Compensation Expense

The following table summarizes share-based compensation expense (in thousands):


	Three Months Ended March 31,
	2023		2022
Cost of revenue	$	1,949	$	1,758
Research and development	6,705		8,965
Sales, general and administrative	9,299		11,980
Total share-based compensation expense	$	17,952	$	22,703

Schedule of Fair Value of Employee Stock Options

For the three months ended March 31, 2023, there were no employee stock options granted. The fair value of employee stock options was estimated using the following assumptions:


									Three Months Ended March 31,
									2022
Expected term in years									4.60
Expected volatility									70%
Risk-free interest rate									1.76%
Dividend yield									—
Weighted average grant date fair value per share									$6.66

Schedule of Fair Value of Employee Stock Purchase Plan

he fair value of shares to be issued under the ESPP was estimated using the following assumptions:


	Three Months Ended March 31,
	2023	2022
Expected term in years	0.5 — 2.0	0.5 — 2.0
Expected volatility	97%	70%
Risk-free interest rate	4.89% — 5.20%	0.60% — 1.31%
Dividend yield	—	—
Weighted average grant date fair value per share	$5.00	$5.42

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES The Company has entered into various operating lease agreements, primarily relating to our corporate offices. See Note 8 – Commitments and Contingencies, subsection titled “Leases”, in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2022 for information regarding the Company’s maturity of lease liabilities under its lease agreements. Contingencies We may become involved in legal proceedings, claims and assessments from time to time in the ordinary course of business. We accrue liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. We do not believe that the ultimate outcome of any such pending matters is probable or reasonably estimable, or that these matters will have a material adverse effect on our business; however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on us because of litigation and settlement costs, diversion of management resources, and other factors. Please see subsection titled Legal Proceedings, in Part II, Item 1 of this Quarterly Report on Form 10-Q. Indemnification Pursuant to Delaware law and agreements entered into with each of our directors and officers, we may have obligations, under certain circumstances, to hold harmless and indemnify each of our directors and officers against losses suffered or incurred by the indemnified party in connection with their service to us, and judgements, fines, settlements and expenses related to claims arising against such directors and officers to the fullest extent permitted under Delaware law, our bylaws and our certificate of incorporation. We also enter and have entered into indemnification agreements with our directors and officers that may require us to indemnify them against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by applicable law. In addition, we may have obligations to hold harmless and indemnify third parties involved with our fundraising efforts and their respective affiliates, directors, officers, employees, agents or other representatives against any and all losses, claims, damages and liabilities related to claims arising against such parties pursuant to the terms of agreements entered into between such third parties and us in connection with such fundraising efforts. To the extent that any such indemnification obligations apply to the lawsuits described above, any associated expenses incurred are included within the related accrued litigation expense amounts. No additional liability associated with such indemnification obligations has been recorded as of March 31, 2023 and December 31, 2022.

- Definition

The entire disclosure for loss and gain contingencies. Describes any existing condition, situation, or set of circumstances involving uncertainty as of the balance sheet date (or prior to issuance of the financial statements) as to a probable or reasonably possible loss incurred by an entity that will ultimately be resolved when one or more future events occur or fail to occur, and typically discloses the amount of loss recorded or a range of possible loss, or an assertion that no reasonable estimate can be made.

+ References + Details

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Customer Concentration Risk	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Sales Revenue, Net \| One Customer
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage		14.00%
Sales Revenue, Net \| Two Customers
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage		11.00%
Accounts Receivable \| One Customer
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage			10.00%
Accounts Receivable \| Domestic Customers
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage	49.00%		57.00%

BALANCE SHEET COMPONENTS - Estimated Future Amortization Expense of Acquisition-Related Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Balance Sheet Components [Abstract]
Remainder of 2023	$ 619
2024	745
2025	745
2026	745
2027	746
2028 and thereafter	6,411
Total	$ 10,011	$ 10,245

CONVERTIBLE SENIOR NOTES (Narrative) (Details) - Convertible Senior Notes - Convertible Debt	Feb. 16, 2021 USD ($) $ / shares	Mar. 31, 2023 USD ($)
Debt Instrument [Line Items]
Principal amount of notes	$ 900,000,000
Debt instrument, stated interest rate	1.50%
Debt instrument, convertible, conversion ratio	0.0229885
Conversion price per share (in dollars per share) \| $ / shares	$ 43.50
Debt redemption, percentage of conversion price	150.00%
Debt redemption, trading days	20 days
Debt redemption, consecutive trading days	30 days
Redemption price, percentage	100.00%
Debt instrument, debt default, calendar days	360 days
Debt instrument, interest in the event of default	0.25%
Additional interest in the event of default	0.50%
Debt issuance costs	$ 4,500,000
Debt instrument, effective interest rate	1.60%
Fair value of convertible debt		$ 693,000,000
Maximum
Debt Instrument [Line Items]
Debt instrument, debt default, calendar days	360 days
Minimum
Debt Instrument [Line Items]
Debt instrument, debt default, calendar days	181 days
Debt Conversion Terms One
Debt Instrument [Line Items]
Debt instrument, debt default, calendar days	180 days
Debt Conversion Terms Two
Debt Instrument [Line Items]
Debt instrument, debt default, calendar days	361 days

STOCKHOLDERS’ EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended		3 Months Ended
	Jan. 31, 2023	Jan. 31, 2023	Feb. 28, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Public offering (in shares)	17,500,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001		$ 0.001		$ 0.001
Offering share amount maximum (in dollars per share)	$ 10.00	$ 10.00
Public offering, option to purchase additional shares, period	30 days
Public offering, option to purchase additional shares (in shares)	2,600,000
Percentage commission of gross proceeds on sale of common stock under at-the-market offering	5.75%
Proceeds from issuance of stock	$ 189.7
Offering expenses		$ 0.5
Dividend yield				0.00%	0.00%
Shelf Offering
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued (in shares)	20,100,000
2020 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock remain available for issuance (in shares)				12,800,000
ESPP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued (in shares)				1,052,908	1,316,923
Additional common stock reserved for issuance (in shares)			4,000,000
Common stock remain available for issuance (in shares)				12,900,000

STOCKHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCKHOLDERS’ EQUITY

Underwritten Public Equity Offering

In January 2023, we entered into an underwriting agreement, relating to the public offering of 17.5 million shares of our common stock, $0.001 par value per share, at a price to the public of $10.00 per share. Under the terms of the underwriting agreement, we also granted the underwriters a 30-day option to purchase up to an additional 2.6 million shares of our common stock, which was subsequently exercised in full, and the offering, including the sale of shares of common stock subject to the underwriters' option, closed in January 2023. In total, we sold 20.1 million shares of our common stock. We paid a commission equal to 5.75% of the gross proceeds from the sale of shares of our common stock. The total net proceeds to us from the offering after deducting the underwriting discount were approximately $189.7 million, excluding approximately $0.5 million of offering expenses.

Refer to Note 10 – Stockholders' Equity, in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2022 for more information on the Company's underwritten public equity offerings and private placement of common stock.

Equity Plans

At March 31, 2023, the Company had share-based compensation awards outstanding under the 2020 Equity Incentive Plan (the “2020 Plan”), the 2020 Inducement Equity Incentive Plan (the “Inducement Plan”), the 2021 adopted Omniome Equity Incentive Plan of Pacific Biosciences of California, Inc. (the “Omniome Plan”) and the 2010 Employee Stock Purchase Plan, from which we issued equity awards and employee stock.

As of March 31, 2023, we had 12.8 million shares remaining and available for future issuance under the 2020 Plan, Inducement Plan, and the Omniome Plan.

Refer to Note 10 – Stockholders' Equity, in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2022 for more information on the Company's equity plans.

Stock Options

Time-based Stock Options

The following table summarizes stock option activity for time-based awards (shares in thousands):


	Number of shares	Weighted average exercise price
Outstanding at December 31, 2022	14,618	$	10.60
Granted	—	—
Exercised	(250)	3.75
Canceled	(362)	17.16
Outstanding at March 31, 2023	14,006	$	10.55

Performance-based Stock Options

The following table summarizes stock option activity for performance-based awards (shares in thousands):


	Number of shares	Weighted average exercise price
Outstanding at December 31, 2022	258	$	4.71
Granted	—	—
Exercised	(230)	4.71
Canceled	(4)	4.71
Outstanding at March 31, 2023	24	$	4.71

Restricted Stock Units (“RSU”) and Performance Stock Units ("PSU")

We issue RSUs for which the respective shares vest when the requisite service period is achieved. We issue PSUs for which the number of shares issuable in the third year of the performance period based on performance relative to specified revenue targets and continued employment through the vesting period. The following table summarizes the time-based RSUs and PSUs activity (shares in thousands):


	Restricted Stock Units (RSU)	Performance Stock Units (PSU)	Weighted average grant date fair value
			RSU		PSU
Outstanding at December 31, 2022	8,535	—	$	15.16	$	—
Granted	6,341	564	9.47		9.43
Vested	(1,640)	—	16.47		—
Forfeited	(465)	—	17.80		—
Outstanding at March 31, 2023	12,771	564	$	12.07	$	9.43

Employee Stock Purchase Plan (“ESPP”)

Shares issued under our ESPP were 1,052,908 and 1,316,923 during the three months ended March 31, 2023 and 2022, respectively. In February 2023, an additional 4.0 million shares were reserved under the ESPP. As of March 31, 2023, 12.9 million shares of our common stock remain available for issuance under our ESPP.

Share-Based Compensation

The following table summarizes share-based compensation expense (in thousands):


	Three Months Ended March 31,
	2023		2022
Cost of revenue	$	1,949	$	1,758
Research and development	6,705		8,965
Sales, general and administrative	9,299		11,980
Total share-based compensation expense	$	17,952	$	22,703

Determining Fair Value

We estimate the fair value of stock options granted using the Black-Scholes valuation method and a single option award approach. When determining the current share prices underlying the stock options for calculating the grant-date fair value, we reference the observable market prices of our stock. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair market value of RSUs and PSUs granted is the closing price of our shares on the date of grant and is generally recognized as compensation expense on a straight-line basis over the respective vesting

period. For shares purchased under our ESPP, we estimate the grant-date fair value, and the resulting share-based compensation expense, using the Black-Scholes option-pricing model. We estimate forfeitures of stock options, RSUs and shares purchased under our ESPP which is utilized to determine the compensation expense to be recorded over the requisite service period.

•Expected Term - The expected term used in the Black-Scholes valuation method represents the period that the stock options are expected to be outstanding and is determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock options and vesting schedules.

•Expected Volatility - The expected volatility used in the Black-Scholes valuation method is derived from the implied volatility related to our share price over the expected term.

•Expected Dividend - We have never paid dividends on our shares and, accordingly, the dividend yield percentage is zero for all periods.

•Risk-Free Interest Rate - The risk-free interest rate used in the Black-Scholes valuation method is the implied yield currently available on U.S. Treasury constant maturities issued with a term equivalent to the expected terms.

For the three months ended March 31, 2023, there were no employee stock options granted. The fair value of employee stock options was estimated using the following assumptions:


									Three Months Ended March 31,
									2022
Expected term in years									4.60
Expected volatility									70%
Risk-free interest rate									1.76%
Dividend yield									—
Weighted average grant date fair value per share									$6.66

The fair value of shares to be issued under the ESPP was estimated using the following assumptions:


	Three Months Ended March 31,
	2023	2022
Expected term in years	0.5 — 2.0	0.5 — 2.0
Expected volatility	97%	70%
Risk-free interest rate	4.89% — 5.20%	0.60% — 1.31%
Dividend yield	—	—
Weighted average grant date fair value per share	$5.00	$5.42

STOCKHOLDERS’ EQUITY - Summary of Time Based Options (Details) - Time-based stock option shares in Thousands	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of shares
Outstanding, beginning (in shares) \| shares	14,618
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	(250)
Canceled (in shares) \| shares	(362)
Outstanding, ending (in shares) \| shares	14,006
Weighted average exercise price
Beginning, outstanding (in dollars per share) \| $ / shares	$ 10.60
Granted (in dollars per share) \| $ / shares	0
Exercised (in dollars per share) \| $ / shares	3.75
Canceled (in dollars per share) \| $ / shares	17.16
Ending, outstanding (in dollars per share) \| $ / shares	$ 10.55

BALANCE SHEET COMPONENTS

3 Months Ended

Mar. 31, 2023

Balance Sheet Components [Abstract]

BALANCE SHEET COMPONENTS

Inventory, net

Our inventory, net, consisted of the following components (in thousands):


	March 31, 2023		December 31, 2022
Purchased materials	$	25,475	$	24,139
Work in process	21,705		14,062
Finished goods	14,775		12,180
Inventory, net	$	61,955	$	50,381

Intangible Assets and Goodwill

Intangible assets include acquired in-process research and development ("IPR&D") of $400 million as a result of the Omniome acquisition in September 2021. The IPR&D will remain on our Consolidated Balance Sheet as an indefinite-lived intangible asset until the completion or abandonment of the associated research and development activities. During the development period following the acquisition, IPR&D will not be amortized, but instead will be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Upon completion of the development, we will begin to amortize the asset over the life of the product, or record an impairment charge if the asset is determined to be impaired.

In addition to IPR&D, definite-lived intangible assets included the following (in thousands, except years):


		As of March 31, 2023						As of December 31, 2022
	Estimated Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	15	$	11,179	$	(1,228)	$	9,951	$	11,179	$	(1,039)	$	10,140
Customer relationships	2	360		(300)		60		360		(255)		105
Total		$	11,539	$	(1,528)	$	10,011	$	11,539	$	(1,294)	$	10,245

The estimated future amortization expense of intangible assets with definite lives is as follows (in thousands):


Remainder of 2023	$	619
2024	745
2025	745
2026	745
2027	746
2028 and thereafter	6,411
Total	$	10,011

We review definite-lived intangible assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets.

Goodwill is reviewed for impairment at least annually during the second quarter, or more frequently if an event occurs indicating the potential for impairment. We performed our annual assessment for goodwill impairment in the second quarter of 2022, noting no impairment.

Deferred Revenue

On June 24, 2022, we entered into an Amended and Restated Development and Commercialization Agreement (the “Amended and Restated Agreement”) with Invitae Corporation (“Invitae”). During the three months ended March 31, 2023, Invitae did not purchase any of the instruments or consumables under the terms of the

Amended and Restated Agreement. As of March 31, 2023 and December 31, 2022, $21.4 million of deferred revenue, current, is recorded on the Condensed Consolidated Balance Sheet relating to all future performance obligations under the Amended and Restated Agreement. Refer to Note 3 – Invitae Collaboration, in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2022 for more information.

As of March 31, 2023, we had a total of $32.7 million of deferred revenue, $30.9 million of which was recorded as deferred revenue, current, and primarily relates to future performance obligations under the Amended and Restated Agreement with Invitae. The deferred revenue, non-current balance of $1.8 million primarily relates to deferred service contract revenues and is scheduled to be recognized in the next 5 years. Revenue recorded in the three months ended March 31, 2023 includes $3.5 million of previously deferred revenue that was included in deferred revenue as of December 31, 2022.

Product Warranties

We generally provide a one-year warranty on instruments. In addition, we provide a limited warranty on consumables. At the time revenue is recognized, an accrual is established for estimated warranty costs based on historical experience as well as anticipated product performance. We periodically review the warranty reserve for adequacy and adjust the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue. There were no material changes in estimates for the periods presented below.

Changes in the reserve for product warranties were as follows for the periods indicated (in thousands):


	Three Months Ended March 31,
	2023		2022
Balance at beginning of period	$	1,651	$	594
Additions charged to cost of product revenue	604		953
Repairs and replacements	(631)		(373)
Balance at end of period	$	1,624	$	1,174

Term loans

In connection with the acquisition of Omniome, we acquired $1.3 million in short-term debt and $3.0 million in long-term debt relating to a term loan facility that Omniome obtained in April 2020. Borrowings on the term loan facility were used to fund Omniome’s purchases of equipment, which serves as collateral. Each term loan has a term of 43 months and bears a fixed interest rate of approximately 17% annually. The fee for the elective option to prepay all, but not less than all, of the borrowed amounts at any time after the 24th month and before the 43rd month after the commencement date, is 4% of the outstanding loan balance. Payments are made in equal monthly installments including principal and interest.

As of March 31, 2023, the carrying value of term loans outstanding was $1.9 million. The related long-term portion of $0.2 million was recorded as part of other liabilities, non-current and the short-term portion of $1.7 million was recorded as part of other liabilities, current on the Condensed Consolidated Balance Sheet. The interest expense was $0.1 million for the three months ended March 31, 2023, which was included as part of interest expense in the Condensed Consolidated Statement of Operations and Comprehensive Loss.

The following table presents the future principal payments on the term loans (in thousands):


Remainder of 2023	$	1,395
2024	490
Total	$	1,885

FINANCIAL INSTRUMENTS - Summary of Contractual Maturities of Cash Equivalents and Available-for-Sale Investments (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Investments, All Other Investments [Abstract]
Due in one year or less	$ 634,191
Due after one year through five years	136,948
Total	$ 771,139

NET LOSS PER SHARE - Antidilutive Shares Excluded from Computation of Diluted Earnings per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Shares issuable upon conversion of convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in shares)	20,690	20,690
Equity Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in shares)	30,366	26,752

NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Loss per Share


	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss	$	(88,015)	$	(81,499)

Denominator:
Basic
Weighted average shares used in computing basic net loss	242,032		222,289
Basic net loss per share	$	(0.36)	$	(0.37)

Diluted




Weighted average shares used in computing diluted net loss per share	242,032		222,289
Diluted net loss per share	$	(0.36)	$	(0.37)

Antidilutive Shares Excluded from Computation of Diluted Net Loss per Share


	Three Months Ended March 31,
	2023	2022
Shares issuable upon conversion of convertible senior notes	20,690	20,690




Equity Awards	30,366	26,752