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DE 16-1590339 1305 O’Brien Drive Menlo Park CA 94025 94025 650 521-8000 Common Stock, par value $0.001 per share PACB NASDAQ Large Accelerated Filer false false true false 6791088144 221182457 Portions of the registrant’s definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. 42 Ernst & Young LLP Redwood City, California 460725000 81611000 583675000 237203000 24241000 16837000 24599000 14230000 7394000 4870000 500000 836000 1101134000 355587000 32504000 24899000 46617000 29951000 4592000 3500000 410979000 409974000 1170000 43000 2006970000 413980000 11002000 3579000 36261000 17350000 10977000 8722000 7710000 4332000 5759000 4519000 71709000 38502000 25049000 1568000 169717000 49970000 37667000 896067000 3471000 752000 1215983000 78489000 0.001 0.001 50000000 50000000 0 0 0 0 0.001 0.001 1000000000 1000000000 220978000 220978000 192294000 192294000 221000 192000 2009945000 1372083000 -1087000 85000 -1218092000 -1036869000 790987000 335491000 2006970000 413980000 113505000 65424000 77742000 17008000 13469000 13149000 130513000 78893000 90891000 56358000 35424000 44771000 14989000 10903000 11544000 306000 71653000 46327000 56315000 58860000 32566000 34576000 112899000 64152000 59630000 124124000 72799000 75491000 31129000 1143000 269295000 136951000 135121000 -210435000 -104385000 -100545000 98000000 -52000000 34000000 18000000 12530000 267000 2611000 93000 2055000 1022000 -274872000 29403000 -84134000 -93649000 -181223000 29403000 -84134000 -1172000 80000 41000 -182395000 29483000 -84093000 -0.89 0.18 -0.55 -0.89 0.17 -0.55 204136000 165187000 152527000 204136000 174970000 152527000 150244000 150000 1096053000 -36000 -982106000 114061000 -84134000 -84134000 41000 41000 2875000 3000 8545000 8548000 16401000 16401000 153119000 153000 1120999000 5000 -1066240000 54917000 29403000 29403000 80000 80000 -32000 -32000 9819000 10000 46350000 46360000 29356000 29000 187201000 187230000 17533000 17533000 192294000 192000 1372083000 85000 -1036869000 335491000 -181223000 -181223000 -1172000 -1172000 8557000 9000 31797000 31806000 11215000 11000 294834000 294845000 8912000 9000 237876000 237885000 73355000 73355000 220978000 221000 2009945000 -1087000 -1218092000 790987000 -181223000 29403000 -84134000 -52000000 34000000 18000000 7199000 6428000 7265000 381000 4005000 2876000 2683000 539000 129000 1212000 73355000 17533000 16401000 16000 -4011000 107000 913000 1143000 -54000 -194000 -93649000 7166000 1603000 6671000 12431000 1096000 -3915000 1024000 1063000 523000 6363000 -5072000 1713000 15320000 4102000 2333000 -25736000 -729000 -2134000 4990000 3802000 3428000 -803000 5046000 -2477000 -111180000 19503000 -78312000 5931000 1039000 2836000 28560000 291233000 988046000 373283000 57727000 212734000 1400000 1500000 422505000 153600000 121110000 -678531000 -219322000 62047000 -52000000 34000000 18000000 895536000 294845000 187479000 31806000 46360000 8548000 361000 16000000 -245000 1169581000 251839000 26548000 379870000 52020000 10283000 85947000 33927000 23644000 465817000 85947000 33927000 460725000 81611000 29627000 5092000 4336000 4300000 465817000 85947000 33927000 6928000 491000 1400000 2586000 1097000 2062000 383000 919000 1536000 2576000 237885000 NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIESBusiness OverviewWe are a premier life science technology company that is designing, developing and manufacturing advanced sequencing solutions to help scientists and clinical researchers resolve genetically complex problems. Our products and technology under development stem from two highly differentiated core technologies focused on accuracy, quality and completeness which include our existing HiFi long read sequencing technology and our emerging short read Sequencing by Binding (SBB®) technology. Our products address solutions across a broad set of applications including human germline sequencing, plant and animal sciences, infectious disease and microbiology, oncology, and other emerging applications. Our focus is on providing our customers with advanced sequencing technologies with higher throughput and improved workflows that we believe will enable dramatic advancements in routine healthcare. Our customers include academic and governmental research institutions, commercial testing and service laboratories, genome centers, public health labs, hospitals and clinical research institutes, contract research organizations (CROs), pharmaceutical companies and agricultural companies.References in this report to “PacBio,” “we,” “us,” the “Company,” and “our” refer to Pacific Biosciences of California, Inc. and its consolidated subsidiaries.Basis of Presentation Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, as set forth in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC. The consolidated financial statements include the accounts of Pacific Biosciences and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes to the financial statements. On an ongoing basis, we evaluate our significant estimates including, but not limited to, the valuation of inventory, the determination of stand-alone selling prices for revenue recognition, the fair value of contingent consideration, the valuation of acquired intangible assets, the fair value of certain equity awards, the useful lives assigned to long-lived assets, the computation of provisions for income taxes, the borrowing rate used in calculating the operating lease right-of-use assets and operating lease liabilities, the probability associated with variable payments under partnership development agreements, and the valuations related to our convertible senior notes. While the extent of the impact of the COVID-19 pandemic on our business is highly uncertain, we considered the impact on our assumptions and estimates used to determine the results reported and asset valuations as of December 31, 2021. Actual results could differ materially from these estimates. Functional CurrencyThe U.S. dollar is the functional currency of our international operations. We remeasure foreign subsidiaries monetary assets and liabilities to the U.S. dollar and record net gains or losses from remeasurement in other income, net, in the consolidated statement of operations and comprehensive (loss) income.Cash, Cash Equivalents, and Investments We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. We classify our investments in debt securities as available-for sale and report the investments at fair value in current assets. We evaluate our available-for-sale investments in unrealized loss positions and assess whether the unrealized loss is credit-related. Unrealized gains and losses that are not credit-related are recognized in accumulated other comprehensive (loss) income in stockholders’ equity. Realized gains and losses, expected credit losses, as well as interest income, on available-for-sale securities are also reported in other income, net. The cost used in the determination of gains and losses of securities sold is based on the specific identification method. The cost of marketable securities is adjusted for the amortization of premiums and discounts to expected maturity. Premium and discount amortization is recorded in other income, net. Our investment portfolio at any point in time contains investments in cash deposits, money market funds, commercial paper, corporate debt securities and US government and agency securities with high credit ratings. We have established guidelines regarding diversification and maturities of investments with the objectives of maintaining safety and liquidity, while maximizing yield.Concentration and Credit Risks Financial instruments that potentially subject us to credit risk consist principally of interest-bearing investments and trade receivables. We maintain cash, cash equivalents and investments with various major financial institutions. The counterparties to the agreements relating to our investment securities consist of various major corporations, financial institutions, municipalities and government agencies of high credit standing. At December 31, 2021, most of our cash was deposited with U.S. financial institutions. Our investment policy generally restricts the amount of credit exposure to any one issuer. There is no limit to the percentage of the portfolio that may be maintained in securities issued by the U.S. Treasury and U.S. Government Agencies, or other securities fully backed by US Treasury or Government agencies. We have not experienced significant credit losses from financial institutions.Our trade receivables are derived from net revenue to customers and distributors located in the United States and other countries. We perform credit evaluations of our customers’ financial condition and, generally, require no collateral from our customers. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts. We regularly review our trade receivable including consideration of factors such as historical experience, the age of the accounts receivable balances, customer creditworthiness, customer industry, and current and forecasted economic conditions that may affect a customer’s ability to pay. We have not experienced any significant credit losses to date. Although we have historically not experienced significant credit losses, our exposure to credit losses may increase if our customers are adversely affected by changes in economic pressures or uncertainty associated with local or global economic recessions, disruption associated with the current COVID-19 pandemic, or other customer-specific factors. For the years ended December 31, 2021, 2020 and 2019, one customer, Gene Company Limited, accounted for approximately 13%, 14% and 17% our total revenue, respectively. As of December 31, 2021 and 2020, 53% and 43% of our accounts receivable were from domestic customers, respectively. As of December 31, 2021, no customer represented 10% of greater of our net accounts receivable. As of December 31, 2020, two customers, Berry Genomics Co., Ltd and Gene Company Limited, represented approximately 15% and 12% of our net accounts receivable, respectively. We currently purchase several key parts and components used in the manufacture of our products from a limited number of suppliers. Generally, we have been able to obtain an adequate supply of such parts and components but in certain instances have incurred additional costs to secure supply constrained materials. An extended interruption in the supply of parts and components currently obtained from our suppliers could adversely affect our business and consolidated financial statements. Inventory Inventories are stated at the lower of average cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess or obsolete balances. Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs while determining net realizable value of inventories involves numerous judgements, including projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories.   We make inventory purchases and commitments to meet future shipment schedules based on forecasted demand for our products. The business environment in which we operate is subject to rapid changes in technology and customer demand. We perform a detailed assessment of inventory each period, which includes a review of, among other factors, demand requirements, product life cycle and development plans, component cost trends, product pricing, product expiration, and quality issues. Based on our analysis, we record adjustments to inventory for potentially excess, obsolete, or impaired goods, when appropriate, to report inventory at net realizable value. Inventory adjustments may be required if actual demand, component costs, supplier arrangements, or product life cycles differ from our estimates. Any such adjustments would result in a charge to our results of operations.Property and Equipment, Net Property and equipment are stated at cost, reviewed regularly for impairment charges, and depreciated over the estimated useful lives of the assets, using the straight-line method. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the related asset. Major improvements are capitalized, while maintenance and repairs are expensed as incurred. Estimated useful lives of the major classes of property and equipment are as follows: Estimated Useful LivesLeasehold improvements 3 to 10 yearsLab equipment 3 to 5 yearsComputer equipment 3 to 5 yearsComputer software 3 yearsFurniture and fixtures 3 to 5 yearsImpairment of Tangible Long-Lived Assets We periodically review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate. Fair value is estimated based on discounted future cash flows. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. To date, we have not recorded any impairment charges.Operating Leases We record operating lease right-of-use assets and liabilities on our Consolidated Balance Sheets for all leases with a term of more than 12 months. The operating lease right-of-use assets and liabilities are calculated as the present value of remaining minimum lease payments over the remaining lease term using our estimated secured incremental borrowing rates at the commencement date. Lease payments included in the measurement of the lease liability comprise the fixed rent per the term of the Lease. Operating lease expense is recognized on a straight-line basis over the lease term, with variable lease payments, such as common area maintenance fees, recognized in the period incurred. Goodwill and Intangible AssetsWe perform annual impairment testing of goodwill and in-process research and development project (“IPR&D”) in the second quarter of each year, or more frequently if indicators of potential impairment exist.We capitalize IPR&D assets and will begin to amortize the asset over the life of the product upon commercialization or record an impairment charge if the project is abandoned. We also capitalize finite-lived intangibles assets and amortize them on a straight-line basis over the estimated useful lives.Finite-lived intangibles assets include our acquired developed technology and customer relationships. We regularly review the carrying amount and useful lives of our finite-lived assets to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. Short-term Restricted Cash At December 31, 2021, the short-term restricted cash balance of $0.5 million consisted of security deposits for employee credit cards.Long-term Restricted Cash Under the lease agreement for our corporate offices, we were required to establish a letter of credit for the benefits of the landlord and to submit $4.5 million as a deposit for the letter of credit in October 2015. Subsequently pursuant to the terms of the O’Brien Lease, beginning on May 1, 2019, the amount of the letter of credit was reduced by $0.5 million each year thereafter on May 1. As such, $3.0 million and $3.5 million was recorded in long-term restricted cash related to the O’Brien Lease in the Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020, respectively.In connection with the acquisition of Omniome in September 2021, we acquired $1.6 million of long-term restricted cash related to a letter of credit established for a facility lease.Revenue Recognition Our revenue is generated primarily from the sale of products and services. Product revenue primarily consists of sales of our instruments and related consumables. Service and other revenue consists primarily of revenue earned from product maintenance agreements. We account for a contract with a customer when there is a legally enforceable contract between us and the customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. Revenues are recognized when control of the promised goods or services is transferred to our customers or services are performed, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our instrument sales are generally sold in a bundled arrangement and commonly include the instrument, instrument accessories, installation, training, and consumables. Additionally, our instrument sale arrangements generally include a one-year period of service. For such bundled arrangements, we account for individual products and services separately if they are distinct, that is, if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. Our customers cannot benefit from our instrument systems without installation, and installation can only be performed by us or qualified distributors. As a result, the system and installation are considered to be a single performance obligation recognized after installation is completed except for sales to qualified distributors, in which case the system is distinct and recognized when control has transferred to the distributor which typically occurs upon shipment. The consideration for bundled arrangements is allocated between separate performance obligations based on their individual standalone selling price. We determine the best estimate of standalone selling price using average selling prices over a 12-month period combined with an assessment of current market conditions. If the standalone selling price is not directly observable, then we will estimate the SSP by considering multiple factors including, but not limited to, overall market conditions, including geographic or regional specific factors, internal costs, profit objectives, pricing practices and other observable inputs. We recognize revenues as performance obligations are satisfied by transferring control of the product or service to the customer or over the term of a product maintenance agreement with a customer. Our revenue arrangements generally do not provide a right of return. Revenue is recorded net of discounts, distributor commissions, and sales taxes collected on behalf of governmental authorities. We record deferred revenues when cash payments are received or due in advance of our performance. Deferred revenue for instrument service contracts is recognized over the related performance period, generally one year to five years, on a straight-line basis as we are standing ready to provide services and a time-based measure of progress best reflects the satisfaction of the performance obligation. Cost of RevenueCost of revenue reflects the direct cost of product components, third-party manufacturing services and our internal manufacturing overhead and customer service infrastructure costs incurred to produce, deliver, maintain and support our instruments, consumables, and services. There are no incremental costs associated with our contractual revenue; all product development costs are reflected in research and development expense.Manufacturing overhead is predominantly comprised of labor and facility costs. We determine and capitalize manufacturing overhead into inventory based on a standard cost model that approximates actual costs. Service costs include the direct costs of components used in support, repair and maintenance of customer instruments as well as the cost of personnel, materials, shipping and support infrastructure necessary to support our installed customer base. Research and Development Research and development expense consists primarily of expenses for personnel engaged in the development of our core technology, the design and development of our future products and current product enhancements. These expenses also include prototype-related expenditures, development equipment and supplies, partner development costs, facilities costs and other related overhead. We expense research and development costs during the period in which the costs are incurred. However, we defer and capitalize non-refundable advance payments made for research and development activities until the related goods are received or the related services are rendered. Credit LossesWe adopted Topic 326 on January 1, 2020. The adoption of Topic 326 did not have a material impact on our financial statements and our bad debt expense was immaterial as of the years ended December 31, 2020 and 2021. Trade accounts receivable - The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts. We regularly review the allowance by considering factors such as the age of the accounts receivable balances, customer creditworthiness, customer industry, and current and forecasted economic conditions that may affect a customer’s ability to pay. Available-for-sale debt securities - Our investment portfolio at any point in time contains investments in cash deposits, money market funds, commercial paper, corporate debt securities and US government and agency securities. We regularly review the securities in an unrealized loss position and evaluate the current expected credit loss by considering factors such as significance of loss, historical experience, market data, issuer-specific factors, and current economic conditions and concluded that an allowance for credit losses was immaterial as of December 31, 2021. The unrealized losses on our investments are mainly attributable to government securities, including U.S. government and U.S. agency bond securities, impacted by movements in market rates and not due to issuer credit ratings. We have the ability to hold and do not intend to sell the investments in unrealized loss positions before the recovery of their amortized cost bases.Although we have historically not experienced significant credit losses, our exposure to credit losses may increase if our customers are adversely affected by changes in economic pressures or uncertainty associated with local or global economic recessions, disruptions associated with the evolution of the COVID-19 pandemic, or other customer-specific factors. Income Taxes We account for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of our assets and liabilities and the amounts reported in the financial statements. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development credit carryforwards. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. A full valuation allowance is provided against our net deferred tax assets as it is more likely than not that the deferred tax assets will not be fully realized. We regularly review our positions taken relative to income taxes. To the extent our tax positions are more likely than not going to result in additional taxes, we accrue the estimated amount of tax related to such uncertain positions. Stock-based Compensation We account for share-based payments using a fair-value based method for costs related to all share-based payments, including stock options, restricted stock units, and stock issued under our employee stock purchase plan (“ESPP”). We estimate the fair value of share-based payment awards that are stock options and issued under our ESPP on the date of grant using an option-pricing model. See Note 10. Stockholders’ Equity for further information regarding stock-based compensation.Other Comprehensive (Loss) IncomeOther comprehensive (loss) income is comprised of unrealized gains (losses) on our investment securities. Shipping and HandlingCosts related to shipping and handling are included in cost of revenues for all periods presented.Recent Accounting Pronouncements Recently Adopted Accounting StandardsIn August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470-20, which will result in fewer embedded conversion options being accounted for separately from the debt host. The guidance also amends and simplifies the calculation of earnings per share relating to convertible instruments. This guidance is effective for annual periods beginning after December 15, 2021, including interim periods within that reporting period, excluding smaller reporting companies. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within that reporting period, using either a full or modified retrospective approach. We adopted ASU 2020-06 on January 1, 2021. Because we had no convertible instruments within the scope of ASU 2020-06 at the time of adoption, there was no impact of adoption on our consolidated financial statements. In February 2021, we issued $900 million of 1.50% Convertible Senior Notes due February 15, 2028, as described in Note 7. Convertible Senior Notes, which are accounted for under ASU 2020-06.In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU simplifies the accounting for income taxes by clarifying and amending existing guidance related to the recognition of franchise tax, the evaluation of a step up in the tax basis of goodwill, and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications. The standard is effective for our annual reporting periods beginning after December 15, 2020, including interim reporting periods within those fiscal years. We adopted ASU 2019-12 on January 1, 2021, and the adoption did not have a material impact on our consolidated financial statements. Accounting Pronouncements Pending AdoptionIn October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU provides specific guidance on how to recognize contract assets and contract liabilities related to revenue contracts with customers acquired in a business combination. This amendment improves comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. This authoritative guidance will be effective for us in the first quarter of 2023, with early adoption permitted. We are currently evaluating the effect of this new guidance on our consolidated financial statements.  Basis of Presentation Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, as set forth in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC. The consolidated financial statements include the accounts of Pacific Biosciences and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes to the financial statements. On an ongoing basis, we evaluate our significant estimates including, but not limited to, the valuation of inventory, the determination of stand-alone selling prices for revenue recognition, the fair value of contingent consideration, the valuation of acquired intangible assets, the fair value of certain equity awards, the useful lives assigned to long-lived assets, the computation of provisions for income taxes, the borrowing rate used in calculating the operating lease right-of-use assets and operating lease liabilities, the probability associated with variable payments under partnership development agreements, and the valuations related to our convertible senior notes. While the extent of the impact of the COVID-19 pandemic on our business is highly uncertain, we considered the impact on our assumptions and estimates used to determine the results reported and asset valuations as of December 31, 2021. Actual results could differ materially from these estimates. Functional CurrencyThe U.S. dollar is the functional currency of our international operations. We remeasure foreign subsidiaries monetary assets and liabilities to the U.S. dollar and record net gains or losses from remeasurement in other income, net, in the consolidated statement of operations and comprehensive (loss) income. Cash, Cash Equivalents, and Investments We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. We classify our investments in debt securities as available-for sale and report the investments at fair value in current assets. We evaluate our available-for-sale investments in unrealized loss positions and assess whether the unrealized loss is credit-related. Unrealized gains and losses that are not credit-related are recognized in accumulated other comprehensive (loss) income in stockholders’ equity. Realized gains and losses, expected credit losses, as well as interest income, on available-for-sale securities are also reported in other income, net. The cost used in the determination of gains and losses of securities sold is based on the specific identification method. The cost of marketable securities is adjusted for the amortization of premiums and discounts to expected maturity. Premium and discount amortization is recorded in other income, net. Our investment portfolio at any point in time contains investments in cash deposits, money market funds, commercial paper, corporate debt securities and US government and agency securities with high credit ratings. We have established guidelines regarding diversification and maturities of investments with the objectives of maintaining safety and liquidity, while maximizing yield. Concentration and Credit Risks Financial instruments that potentially subject us to credit risk consist principally of interest-bearing investments and trade receivables. We maintain cash, cash equivalents and investments with various major financial institutions. The counterparties to the agreements relating to our investment securities consist of various major corporations, financial institutions, municipalities and government agencies of high credit standing. At December 31, 2021, most of our cash was deposited with U.S. financial institutions. Our investment policy generally restricts the amount of credit exposure to any one issuer. There is no limit to the percentage of the portfolio that may be maintained in securities issued by the U.S. Treasury and U.S. Government Agencies, or other securities fully backed by US Treasury or Government agencies. We have not experienced significant credit losses from financial institutions.Our trade receivables are derived from net revenue to customers and distributors located in the United States and other countries. We perform credit evaluations of our customers’ financial condition and, generally, require no collateral from our customers. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts. We regularly review our trade receivable including consideration of factors such as historical experience, the age of the accounts receivable balances, customer creditworthiness, customer industry, and current and forecasted economic conditions that may affect a customer’s ability to pay. We have not experienced any significant credit losses to date. Although we have historically not experienced significant credit losses, our exposure to credit losses may increase if our customers are adversely affected by changes in economic pressures or uncertainty associated with local or global economic recessions, disruption associated with the current COVID-19 pandemic, or other customer-specific factors. For the years ended December 31, 2021, 2020 and 2019, one customer, Gene Company Limited, accounted for approximately 13%, 14% and 17% our total revenue, respectively. As of December 31, 2021 and 2020, 53% and 43% of our accounts receivable were from domestic customers, respectively. As of December 31, 2021, no customer represented 10% of greater of our net accounts receivable. As of December 31, 2020, two customers, Berry Genomics Co., Ltd and Gene Company Limited, represented approximately 15% and 12% of our net accounts receivable, respectively. We currently purchase several key parts and components used in the manufacture of our products from a limited number of suppliers. Generally, we have been able to obtain an adequate supply of such parts and components but in certain instances have incurred additional costs to secure supply constrained materials. An extended interruption in the supply of parts and components currently obtained from our suppliers could adversely affect our business and consolidated financial statements. 0.13 0.14 0.17 0.53 0.43 0 0.15 0.12 Inventory Inventories are stated at the lower of average cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess or obsolete balances. Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs while determining net realizable value of inventories involves numerous judgements, including projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories.   We make inventory purchases and commitments to meet future shipment schedules based on forecasted demand for our products. The business environment in which we operate is subject to rapid changes in technology and customer demand. We perform a detailed assessment of inventory each period, which includes a review of, among other factors, demand requirements, product life cycle and development plans, component cost trends, product pricing, product expiration, and quality issues. Based on our analysis, we record adjustments to inventory for potentially excess, obsolete, or impaired goods, when appropriate, to report inventory at net realizable value. Inventory adjustments may be required if actual demand, component costs, supplier arrangements, or product life cycles differ from our estimates. Any such adjustments would result in a charge to our results of operations. Property and Equipment, Net Property and equipment are stated at cost, reviewed regularly for impairment charges, and depreciated over the estimated useful lives of the assets, using the straight-line method. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the related asset. Major improvements are capitalized, while maintenance and repairs are expensed as incurred. Estimated useful lives of the major classes of property and equipment are as follows: Estimated Useful LivesLeasehold improvements 3 to 10 yearsLab equipment 3 to 5 yearsComputer equipment 3 to 5 yearsComputer software 3 yearsFurniture and fixtures 3 to 5 years Estimated Useful LivesLeasehold improvements 3 to 10 yearsLab equipment 3 to 5 yearsComputer equipment 3 to 5 yearsComputer software 3 yearsFurniture and fixtures 3 to 5 years P3Y P10Y P3Y P5Y P3Y P5Y P3Y P3Y P5Y Impairment of Tangible Long-Lived Assets We periodically review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate. Fair value is estimated based on discounted future cash flows. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. To date, we have not recorded any impairment charges. Operating Leases We record operating lease right-of-use assets and liabilities on our Consolidated Balance Sheets for all leases with a term of more than 12 months. The operating lease right-of-use assets and liabilities are calculated as the present value of remaining minimum lease payments over the remaining lease term using our estimated secured incremental borrowing rates at the commencement date. Lease payments included in the measurement of the lease liability comprise the fixed rent per the term of the Lease. Operating lease expense is recognized on a straight-line basis over the lease term, with variable lease payments, such as common area maintenance fees, recognized in the period incurred. Goodwill and Intangible AssetsWe perform annual impairment testing of goodwill and in-process research and development project (“IPR&D”) in the second quarter of each year, or more frequently if indicators of potential impairment exist.We capitalize IPR&D assets and will begin to amortize the asset over the life of the product upon commercialization or record an impairment charge if the project is abandoned. We also capitalize finite-lived intangibles assets and amortize them on a straight-line basis over the estimated useful lives.Finite-lived intangibles assets include our acquired developed technology and customer relationships. We regularly review the carrying amount and useful lives of our finite-lived assets to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives.  Short-term Restricted Cash At December 31, 2021, the short-term restricted cash balance of $0.5 million consisted of security deposits for employee credit cards. 500000 Long-term Restricted Cash Under the lease agreement for our corporate offices, we were required to establish a letter of credit for the benefits of the landlord and to submit $4.5 million as a deposit for the letter of credit in October 2015. Subsequently pursuant to the terms of the O’Brien Lease, beginning on May 1, 2019, the amount of the letter of credit was reduced by $0.5 million each year thereafter on May 1. As such, $3.0 million and $3.5 million was recorded in long-term restricted cash related to the O’Brien Lease in the Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020, respectively.In connection with the acquisition of Omniome in September 2021, we acquired $1.6 million of long-term restricted cash related to a letter of credit established for a facility lease. 4500000 500000 3000000.0 3500000 1600000 Revenue Recognition Our revenue is generated primarily from the sale of products and services. Product revenue primarily consists of sales of our instruments and related consumables. Service and other revenue consists primarily of revenue earned from product maintenance agreements. We account for a contract with a customer when there is a legally enforceable contract between us and the customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. Revenues are recognized when control of the promised goods or services is transferred to our customers or services are performed, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our instrument sales are generally sold in a bundled arrangement and commonly include the instrument, instrument accessories, installation, training, and consumables. Additionally, our instrument sale arrangements generally include a one-year period of service. For such bundled arrangements, we account for individual products and services separately if they are distinct, that is, if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. Our customers cannot benefit from our instrument systems without installation, and installation can only be performed by us or qualified distributors. As a result, the system and installation are considered to be a single performance obligation recognized after installation is completed except for sales to qualified distributors, in which case the system is distinct and recognized when control has transferred to the distributor which typically occurs upon shipment. The consideration for bundled arrangements is allocated between separate performance obligations based on their individual standalone selling price. We determine the best estimate of standalone selling price using average selling prices over a 12-month period combined with an assessment of current market conditions. If the standalone selling price is not directly observable, then we will estimate the SSP by considering multiple factors including, but not limited to, overall market conditions, including geographic or regional specific factors, internal costs, profit objectives, pricing practices and other observable inputs. We recognize revenues as performance obligations are satisfied by transferring control of the product or service to the customer or over the term of a product maintenance agreement with a customer. Our revenue arrangements generally do not provide a right of return. Revenue is recorded net of discounts, distributor commissions, and sales taxes collected on behalf of governmental authorities. We record deferred revenues when cash payments are received or due in advance of our performance. Deferred revenue for instrument service contracts is recognized over the related performance period, generally one year to five years, on a straight-line basis as we are standing ready to provide services and a time-based measure of progress best reflects the satisfaction of the performance obligation. Cost of RevenueCost of revenue reflects the direct cost of product components, third-party manufacturing services and our internal manufacturing overhead and customer service infrastructure costs incurred to produce, deliver, maintain and support our instruments, consumables, and services. There are no incremental costs associated with our contractual revenue; all product development costs are reflected in research and development expense.Manufacturing overhead is predominantly comprised of labor and facility costs. We determine and capitalize manufacturing overhead into inventory based on a standard cost model that approximates actual costs. Service costs include the direct costs of components used in support, repair and maintenance of customer instruments as well as the cost of personnel, materials, shipping and support infrastructure necessary to support our installed customer base. Research and Development Research and development expense consists primarily of expenses for personnel engaged in the development of our core technology, the design and development of our future products and current product enhancements. These expenses also include prototype-related expenditures, development equipment and supplies, partner development costs, facilities costs and other related overhead. We expense research and development costs during the period in which the costs are incurred. However, we defer and capitalize non-refundable advance payments made for research and development activities until the related goods are received or the related services are rendered. Credit LossesWe adopted Topic 326 on January 1, 2020. The adoption of Topic 326 did not have a material impact on our financial statements and our bad debt expense was immaterial as of the years ended December 31, 2020 and 2021. Trade accounts receivable - The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts. We regularly review the allowance by considering factors such as the age of the accounts receivable balances, customer creditworthiness, customer industry, and current and forecasted economic conditions that may affect a customer’s ability to pay. Available-for-sale debt securities - Our investment portfolio at any point in time contains investments in cash deposits, money market funds, commercial paper, corporate debt securities and US government and agency securities. We regularly review the securities in an unrealized loss position and evaluate the current expected credit loss by considering factors such as significance of loss, historical experience, market data, issuer-specific factors, and current economic conditions and concluded that an allowance for credit losses was immaterial as of December 31, 2021. The unrealized losses on our investments are mainly attributable to government securities, including U.S. government and U.S. agency bond securities, impacted by movements in market rates and not due to issuer credit ratings. We have the ability to hold and do not intend to sell the investments in unrealized loss positions before the recovery of their amortized cost bases.Although we have historically not experienced significant credit losses, our exposure to credit losses may increase if our customers are adversely affected by changes in economic pressures or uncertainty associated with local or global economic recessions, disruptions associated with the evolution of the COVID-19 pandemic, or other customer-specific factors. Income Taxes We account for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of our assets and liabilities and the amounts reported in the financial statements. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development credit carryforwards. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. A full valuation allowance is provided against our net deferred tax assets as it is more likely than not that the deferred tax assets will not be fully realized. We regularly review our positions taken relative to income taxes. To the extent our tax positions are more likely than not going to result in additional taxes, we accrue the estimated amount of tax related to such uncertain positions. Stock-based Compensation We account for share-based payments using a fair-value based method for costs related to all share-based payments, including stock options, restricted stock units, and stock issued under our employee stock purchase plan (“ESPP”). We estimate the fair value of share-based payment awards that are stock options and issued under our ESPP on the date of grant using an option-pricing model. See Note 10. Stockholders’ Equity for further information regarding stock-based compensation. Other Comprehensive (Loss) IncomeOther comprehensive (loss) income is comprised of unrealized gains (losses) on our investment securities. Shipping and HandlingCosts related to shipping and handling are included in cost of revenues for all periods presented. NOTE 2. BUSINESS ACQUISITIONSOmniome, Inc.On September 20, 2021, we completed our acquisition of Omniome, Inc. (“Omniome”), a San Diego-based company developing a highly differentiated, proprietary short-read DNA sequencing platform capable of delivering high accuracy. In connection with the acquisition, all outstanding equity securities of Omniome were cancelled in exchange for approximately $315.7 million in cash, 8,911,580 shares of our common stock with a fair value of $249.4 million and contingent consideration with a fair value of $168.6 million. The fair value of the 8,911,580 common shares issued was determined based on the closing market price of PacBio’s common shares on the acquisition date.In addition, approximately $18.9 million, comprised of $7.4 million of cash, 226,811 shares of our common stock with a fair value of $6.3 million, and $5.2 million related to contingent consideration, was accounted for as a one-time post acquisition stock-based compensation expense. This stock-based compensation expense was due to accelerated vesting of Omniome stock awards in connection with the acquisition.Total consideration transferred for the acquisition is as follows (in thousands): Total cash paid$ 315,703Fair value of share consideration 249,435Fair value of contingent consideration 168,574Less: Stock-based compensation expense excluded from consideration transferred (18,923)Total consideration transferred$ 714,789 The contingent consideration of $200 million (composed of $100 million in cash and $100 million in shares of our common stock) is due upon the achievement of a milestone, defined as the first commercial shipment to a customer of a nucleotide sequencing platform, comprising both an instrument and related consumables, that utilizes SBB technology. The number of shares of stock to be issued will be determined using the volume-weighted average of the trading prices of our common stock for the twenty trading days ending with and including the trading day that is two days immediately prior to the achievement of the milestone. Of the $100 million in shares of our common stock to be issued as part of the milestone, $4.1 million is attributable to stock options issued by PacBio in replacement of Omniome’s unvested options as part of the transaction.The contingent consideration is accounted for as a liability at fair value, with changes during each reporting period recognized in our Consolidated Statements of Operations and Comprehensive (Loss) Income. The fair value of the contingent consideration liability, with the assistance from a third-party valuation firm, is based on a scenario-based method which considers a range of possible outcomes and their assigned probabilities of occurrence. The potential outcomes are discounted to present value at a discount rate equal to the sum of the term-matched risk-free-interest rate plus PacBio’s credit spread. The acquisition was accounted for as a business combination and, accordingly, the total fair value of the consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. The major classes of assets and liabilities to which we have allocated the total fair value of the consideration transferred were as follows (in thousands): Cash and cash equivalents$ 15,338Property and equipment, net 6,123Operating lease right-of-use assets, net 18,095In-process research and development ("IPR&D") 400,000Goodwill 390,665Other assets 3,203Deferred income tax liability (91,814)Liabilities assumed (26,821)Total consideration transferred$ 714,789 The purchase price allocation is preliminary. We continue to collect information regarding certain estimates and assumptions, including potential liabilities and contingencies. We will recognize adjustments to the preliminary amounts with a corresponding adjustment to goodwill in the reporting period in which the adjustments to the preliminary amounts are determined over a period not to exceed twelve months.During the year ended December 31, 2021, we recorded a measurement period adjustment of $1.6 million to decrease goodwill and a corresponding $0.4 million to decrease the deferred tax liability on the Consolidated Balance Sheet, and a $1.2 million decrease to our benefit from income taxes on the Consolidated Statements of Operations and Comprehensive (Loss) Income. The measurement period adjustment was due to new information that became available to us upon the completion of the IRC Section 382 Tax Study, where we identified additional net operating losses that are available to us from acquired assets. Refer to Note 9. Income Taxes for more information.The goodwill recognized was primarily attributable to the assembled workforce and synergies that are expected to occur from the integration of Omniome and is not deductible for income tax purposes. We allocated $400 million of the purchase price to acquired in-process research and development. The fair value of the IPR&D was determined, with the assistance of a third-party valuation firm, using an income approach based on a forecast of expected future cash flows. Expected future cash flows utilize significant assumptions such as assumed revenue growth, discount rate and obsolescence factors. The IPR&D will remain on our consolidated balance sheet as an indefinite-lived intangible asset until the completion or abandonment of the associated research and development activities. During the development period following the acquisition, IPR&D will not be amortized, but instead will be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.We incurred costs related to the Omniome acquisition of approximately $12.0 million during the twelve months ended December 31, 2021, which are included in merger-related costs on the Consolidated Statement of Operations and Comprehensive (Loss) Income.Separately, in connection with the Omniome acquisition, on September 20, 2021, we issued and sold 11,214,953 shares of common stock in a private placement transaction at a price of $26.75 per share, for aggregate proceeds of approximately $294.8 million, net of issuance costs of approximately $5.2 million. We were also required to register the private placement shares for resale following the closing of the merger. The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if Omniome had been acquired as of the beginning of the comparable fiscal year prior to the year of acquisition, giving effect on a pro forma basis to the purchase accounting adjustments such as $12.0 million of PacBio acquisition-related costs, $18.9 million of stock-based compensation expense related to acceleration of certain Omniome stock options not attributable to pre-combination service, and a $91.0 million one-time income tax benefit from the reduction of our deferred tax asset valuation allowance resulting from the Omniome acquisition, as well as a pro forma adjustment to reflect $16.7 million of Omniome’s acquisition-related costs. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the consolidated results of the combined business had the acquisition actually occurred at the beginning of the fiscal year 2020 or the results of future operations of the combined business.The following table summarizes the unaudited pro forma financial information: Years Ended December 31,(in thousands, except per share amounts)2021 2020 Pro forma total revenue$ 130,513 $ 78,893Pro forma net (loss) income$ (278,451) $ 17,510Pro forma net (loss) income per share - basic and diluted$ (1.27) $ 0.09Our consolidated financial statements include the results of operations for Omniome beginning September 20, 2021. Since the date of acquisition, revenues of $0 and a net loss of $15.6 million from the acquired Omniome business have been included in our Consolidated Statement of Operations and Comprehensive (Loss) Income for the twelve months ended December 31, 2021.Circulomics, Inc.On July 20, 2021, we acquired Circulomics Inc. (“Circulomics”), a Maryland-based biotechnology company focused on delivering highly differentiated sample preparation products that enable genomic workflows. We paid $29.5 million in cash in exchange for all outstanding shares of common stock of Circulomics. We allocated the consideration transferred to the identifiable assets acquired and liabilities assumed based on their respective fair values at the date of the completion of the acquisition. The major classes of assets and liabilities to which we have allocated the total fair value of the consideration transferred were as follows (in thousands): Cash and cash equivalents$ 987Property and equipment, net 214Intangible assets 11,360Goodwill 19,309Other assets 467Deferred income tax liability (2,672)Liabilities assumed (118)Total consideration transferred$ 29,547The excess of the value of consideration paid over the aggregate fair value of those net assets has been recorded as goodwill. We recognized goodwill of $19.3 million, which is primarily attributable to the synergies expected from capabilities in extraction and sample preparation and is not deductible for income tax purposes. We recorded $11.4 million for the fair value of acquired intangible assets, of which $11.0 million consists of developed technology. The fair value of the developed technology was determined, with the assistance from a third-party valuation firm, using an income approach based on a forecast of expected future cash flows. The purchase price allocation is preliminary as we continue to collect information with regard to certain estimates and assumptions. We will record adjustments to the fair value of the assets acquired, liabilities assumed and goodwill within the twelve-month measurement period, if necessary.  315700000 8911580 249400000 168600000 8911580 18900000 7400000 226811 6300000 5200000 Total cash paid$ 315,703Fair value of share consideration 249,435Fair value of contingent consideration 168,574Less: Stock-based compensation expense excluded from consideration transferred (18,923)Total consideration transferred$ 714,789 315703000 249435000 168574000 18923000 714789000 200000000 100000000 100000000 100000000 4100000 Cash and cash equivalents$ 15,338Property and equipment, net 6,123Operating lease right-of-use assets, net 18,095In-process research and development ("IPR&D") 400,000Goodwill 390,665Other assets 3,203Deferred income tax liability (91,814)Liabilities assumed (26,821)Total consideration transferred$ 714,789 15338000 6123000 18095000 400000000 390665000 3203000 91814000 26821000 714789000 -1600000 -400000 -1200000 400000000 12000000.0 11214953 26.75 294800000 5200000 12000000.0 18900000 91000000.0 16700000 Years Ended December 31,(in thousands, except per share amounts)2021 2020 Pro forma total revenue$ 130,513 $ 78,893Pro forma net (loss) income$ (278,451) $ 17,510Pro forma net (loss) income per share - basic and diluted$ (1.27) $ 0.09 130513000 78893000 -278451000 17510000 -1.27 0.09 0 15600000 29500000 Cash and cash equivalents$ 987Property and equipment, net 214Intangible assets 11,360Goodwill 19,309Other assets 467Deferred income tax liability (2,672)Liabilities assumed (118)Total consideration transferred$ 29,547 987000 214000 11360000 19309000 467000 2672000 118000 29547000 19300000 11400000 11000000.0 NOTE 3. INVITAE COLLABORATION ARRANGEMENTOn January 12, 2021 we entered into a multi-year Development and Commercialization Agreement (the “Development Agreement”) with Invitae Corporation (“Invitae”). Pursuant to the Development Agreement, Invitae is providing certain funding to us to develop products relating to production-scale high-throughput sequencing (“Program Products”). If Program Products become commercially available, Invitae may purchase the Program Products. In addition to selling the Program Products to Invitae, we will have the right to broadly commercialize Program Products for sale to other customers. Under the Development Agreement, Invitae is funding certain development costs we incur in connection with the Program Products (“Program Development Costs”). Under the Development Agreement, we will be responsible for conducting a program to develop Program Products, and subsequently for manufacturing the Program Product. We jointly make general decisions regarding the development program with Invitae but we are responsible for research and development activities. The development program is expected to last approximately sixty months but may be shorter or longer. The primary benefit of the arrangement to Invitae is preferred pricing on the Program Products. Each Program Product will have a preferential pricing period, which will not exceed four years from the date of the first delivery of that Program Product (“Preferential Pricing Period”). During the Preferential Pricing Period for each Program Product, we are obligated to sell the Program Product at a substantial discount to Invitae until a multiple of the contribution received from Invitae is repaid. For a specified period after the end of the Preferential Pricing Period, we have arranged to sell the Program Product to Invitae at a higher price, as determined by a formula, than the price during the Preferential Pricing Period (“Extended Pricing Period”). The Extended Pricing Periods will terminate early if Invitae does not meet certain volume minimums.We and Invitae may terminate the Development Agreement if the other party remains in material breach of the Development Agreement following a cure period to remedy the material breach and certain other circumstances by each party, including circumstances where Invitae may terminate for delays, intellectual property concerns, our change in control, or without cause. In certain termination circumstances, (i) we will be obligated to refund all or a portion of the development costs advanced by Invitae and/or (ii) we will owe Invitae a share of the revenue that may be generated from the sale of the Program Products to third parties if and when they are commercialized, until such time as Invitae has recouped the amounts paid to us, and in certain circumstances, a mutually agreed return. We have incurred and expect to incur significant development costs over the duration of the Development Agreement. There can be no assurances that the development program will be successful or that the Program Products will become ready for commercial sale.The contract is accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers as the primary benefit from the arrangement to Invitae is the ability to procure the Program Products during the Preferential Pricing Period at substantial discounts. Invitae is not expected to substantially benefit from the intellectual property developed under the arrangement, or benefit from other goods or services during the development period. We will recognize proportionate amounts of the material right in revenue as the performance obligations are satisfied, which is when Invitae places purchase orders for Program Products and the associated goods or services are delivered. Discounts that are not expected to be used will be recognized consistent with the guidance in Topic 606 relating to breakage, in proportion to the expected purchases by Invitae. Any remaining unused discounts will be recognized when they expire. All amounts received from Invitae are initially deferred and accumulated in deferred revenue, non-current. As of December 31, 2021, we have recognized payments received from Invitae of $23.5 million in deferred revenue, non-current, on the Consolidated Balance Sheet. Costs incurred to develop the Program Products are research and development costs and are expensed as incurred. There were no capitalized origination or fulfilment costs related to the arrangement with Invitae that are eligible to be capitalized. 23500000 NOTE 4. TERMINATION OF MERGER WITH ILLUMINAOn November 1, 2018, we entered into an Agreement and Plan of Merger (as amended, the “Illumina Merger Agreement”) with Illumina, Inc. (“Illumina”) and FC Ops Corp., a wholly owned subsidiary of Illumina (“Illumina Merger Sub”). On January 2, 2020, we, Illumina and Illumina Merger Sub, entered into an agreement to terminate the Merger Agreement (the “Termination Agreement”). Continuation Advances from IlluminaAs part of the Termination Agreement, Illumina paid us cash payments (“Continuation Advances”) of $18.0 million during the fourth quarter of 2019 and $34.0 million during the first quarter of 2020. We recorded the $34.0 million and $18.0 million as non-operating income in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2020 and 2019, respectively. Up to the full $52.0 million of Continuation Advances paid to us were repayable without interest to Illumina if, within two years of March 31, 2020, we entered into, or consummated a Change of Control Transaction or raised at least $100 million in a single equity or debt financing (that may have multiple closings), with the amount repayable dependent on the amount raised by us. Resulting from the issuance and sale of $900 million of 1.50% Convertible Senior Notes due February 15, 2028, $52.0 million of Continuation Advances were paid without interest to Illumina in February 2021 and recorded a non-operating expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2021. Please refer to Note 1. Organization and Significant Accounting Policies for the accounting treatment of the Continuation Advances.Reverse Termination Fee from IlluminaAs part of the Termination Agreement, Illumina paid us a $98.0 million termination fee (the “Reverse Termination Fee”), from which we paid our financial advisor associated fees of $6.0 million in April 2020. Pursuant to the Termination Agreement, in the event that, on or prior to September 30, 2020, we entered into a definitive agreement providing for, or consummated, a Change of Control Transaction, then we may have been required to repay the Reverse Termination Fee (without interest) to Illumina in connection with the consummation of such Change of Control Transaction. As indicated in ASC 450, Contingencies, a gain contingency usually is not recognized in the financial statements until the period in which all contingencies are resolved and the gain is realizable. As such, we deferred the gain from the Reverse Termination Fee from Illumina until the date when the associated contingency lapsed. On October 1, 2020, the contingency clauses lapsed and we recorded the $98.0 million as a part of non-operating income in the fourth quarter of 2020.  18000000.0 34000000.0 34000000.0 18000000.0 52000000.0 100000000 900000000 0.0150 2028-02-15 -52000000.0 98000000.0 6000000.0 98000000.0 NOTE 5. FINANCIAL INSTRUMENTS Fair Value of Financial InstrumentsFair 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 BasisThe following table sets forth the fair value of our financial assets and liabilities that were measured on a recurring basis as of December 31, 2021 and December 31, 2020 respectively: December 31, 2021 December 31, 2020 (in thousands)Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Cash and money market funds $ 327,315  $ — $ — $ 327,315  $ 43,040  $ — $ — $ 43,040  Commercial paper — 133,185  — 133,185  — 32,537  — 32,537  U.S. government & agency securities — 225  — 225  — 170  — 170  U.S. Treasury security — — — — — 5,864  — 5,864  Total cash and cash equivalents 327,315  133,410  — 460,725  43,040  38,571  — 81,611  Investments: Commercial paper — 187,632  — 187,632  — 112,644  — 112,644  Corporate debt securities — 8,968  — 8,968  — 17,456  — 17,456  U.S. government & agency securities — 387,075  — 387,075  — 107,103  — 107,103  Total investments — 583,675  — 583,675  — 237,203  — 237,203  Short-term restricted cash: Cash 500  — — 500  836  — — 836  Long-term restricted cash: Cash 4,592  — — 4,592  3,500  — — 3,500  Total assets measured at fair value $ 332,407  $ 717,085  $ — $ 1,049,492  $ 47,376  $ 275,774  $ — $ 323,150  Liabilities Continuation advances $ — $ — $ — $ — $ — $ — $ — $ — Contingent consideration — — 169,717  169,717  — — — — Total liabilities measured at fair value $ — $ — $ 169,717  $ 169,717  $ — $ — $ — $ — We classify contingent consideration, which was incurred in connection with the acquisition of Omniome, within Level 3 as factors used to develop the estimate of fair value include unobservable inputs that are not supported by market activity and are significant to the fair value. On a quarterly basis, we estimate the fair value of the contingent consideration liability by discounting the probability-weighted outcomes to present value using an estimate of our borrowing rate and the risk-free rate. The potential outcomes of milestone achievement dates are within the period from December 31, 2022 to June 30, 2025. A decrease in the probability of an earlier scenario within this range would result in a decrease in the fair value of the liability. The discount rates used are the sum of the U.S. risk-free rate and the estimated subordinated credit spread for B- and B credit rating, which ranges from 4.8% to 5.5%. Changes in our estimated subordinated credit spread can result in changes in the fair value of the contingent consideration liability, where a lower credit spread may result in an increased liability valuation.Changes in the estimated fair value of the contingent consideration liability for the year ended December 31, 2021 were as follows: (in thousands)Level 3Beginning balance as of January 1, 2021 -Acquisition of Omniome 168,574Change in estimated fair value 1,143Ending balance as of December 31, 2021 169,717 Changes to the fair value are recorded as the Change in fair value of contingent consideration in the Consolidated Statement of Operations and Comprehensive (Loss) Income.As of December 31, 2020, we classified the Continuation Advances, which were incurred in connection with the Illumina Merger Agreement and were subject to repayment under certain circumstances, as a financial liability and were reported at fair value. The estimated fair value of the liability related to the Continuation Advances was determined using Level 3 inputs, or significant unobservable inputs. Management assessed the fair value of this financial instrument to be zero at December 31, 2020.We were first approached by SB Northstar LP during the quarter ended March 31, 2021 regarding a potential convertible debt transaction. As discussed further below in Note 7. Convertible Senior Notes, in February 2021, we entered into an investment agreement with SB Northstar LP for the issuance and sale of $900 million of 1.50% Convertible Senior Notes due February 15, 2028. As a result, $52.0 million of Continuation Advances were repaid without interest to Illumina in February 2021 and recorded as a non-operating expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2021. There was no further liability exposure for Continuation Advances as of December 31, 2021. For the year ended December 31, 2021, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and our valuation techniques did not change compared to the prior year. As discussed above, we recorded a contingent consideration liability in connection with our acquisition of Omniome during the year ended December 31, 2021. Cash, Cash Equivalents and InvestmentsThe following table summarizes our cash, cash equivalents and investments as of December 31, 2021 and 2020: As of December 31, 2021 Gross Gross Amortized unrealized unrealized Fair(in thousands) Cost gains losses Value Cash and cash equivalents: Cash and money market funds$ 327,316 $ — $ — $ 327,316Commercial paper 133,190 — (5) 133,185U.S. government & agency securities 225 — — 224Total cash and cash equivalents 460,731 — (5) 460,725Investments: Commercial paper 187,705 — (73) 187,632Corporate debt securities 8,964 9 (5) 8,968U.S. government & agency securities 388,088 1 (1,014) 387,075Total investments 584,757 10 (1,092) 583,675Total cash, cash equivalents and investments $ 1,045,488 $ 10 $ (1,097) $ 1,044,400Short-term restricted cash: Cash $ 500 $ — $ — $ 500Long-term restricted cash: Cash $ 4,592 $ — $ — $ 4,592 As of December 31, 2020 Gross Gross Amortized unrealized unrealized Fair(in thousands) Cost gains losses Value Cash and cash equivalents: Cash and money market funds$ 43,040 $ — $ — $ 43,040Commercial paper 32,538 — (1) 32,537U.S. government & agency securities 170 — — 170U.S. Treasury security 5,864 — — 5,864Total cash and cash equivalents 81,612 — (1) 81,611Investments: Commercial paper 112,648 4 (8) 112,644Corporate debt securities 17,360 96 — 17,456U.S. government & agency securities 107,109 6 (12) 107,103Total investments 237,117 106 (20) 237,203Total cash, cash equivalents and investments $ 318,729 $ 106 $ (21) $ 318,814Short-term restricted cash: Cash $ 836 $ — $ — $ 836Long-term restricted cash: Cash $ 3,500 $ — $ — $ 3,500 The following table summarizes the contractual maturities of our cash equivalents and available-for-sale investments, excluding money market funds, as of December 31, 2021: (in thousands)Fair ValueDue in one year or less $ 595,063Due after one year through 5 years 122,022Total investments $ 717,085 Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties.  December 31, 2021 December 31, 2020 (in thousands)Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Cash and money market funds $ 327,315  $ — $ — $ 327,315  $ 43,040  $ — $ — $ 43,040  Commercial paper — 133,185  — 133,185  — 32,537  — 32,537  U.S. government & agency securities — 225  — 225  — 170  — 170  U.S. Treasury security — — — — — 5,864  — 5,864  Total cash and cash equivalents 327,315  133,410  — 460,725  43,040  38,571  — 81,611  Investments: Commercial paper — 187,632  — 187,632  — 112,644  — 112,644  Corporate debt securities — 8,968  — 8,968  — 17,456  — 17,456  U.S. government & agency securities — 387,075  — 387,075  — 107,103  — 107,103  Total investments — 583,675  — 583,675  — 237,203  — 237,203  Short-term restricted cash: Cash 500  — — 500  836  — — 836  Long-term restricted cash: Cash 4,592  — — 4,592  3,500  — — 3,500  Total assets measured at fair value $ 332,407  $ 717,085  $ — $ 1,049,492  $ 47,376  $ 275,774  $ — $ 323,150  Liabilities Continuation advances $ — $ — $ — $ — $ — $ — $ — $ — Contingent consideration — — 169,717  169,717  — — — — Total liabilities measured at fair value $ — $ — $ 169,717  $ 169,717  $ — $ — $ — $ — 327315000 327315000 43040000 43040000 133185000 133185000 32537000 32537000 225000 225000 170000 170000 5864000 5864000 327315000 133410000 460725000 43040000 38571000 81611000 187632000 187632000 112644000 112644000 8968000 8968000 17456000 17456000 387075000 387075000 107103000 107103000 583675000 583675000 237203000 237203000 500000 500000 836000 836000 4592000 4592000 3500000 3500000 332407000 717085000 1049492000 47376000 275774000 323150000 169717000 169717000 169717000 169717000 0.048 0.055 (in thousands)Level 3Beginning balance as of January 1, 2021 -Acquisition of Omniome 168,574Change in estimated fair value 1,143Ending balance as of December 31, 2021 169,717 168574000 1143000 169717000 0 900000000 0.0150 2028-02-15 52000000.0 0 As of December 31, 2021 Gross Gross Amortized unrealized unrealized Fair(in thousands) Cost gains losses Value Cash and cash equivalents: Cash and money market funds$ 327,316 $ — $ — $ 327,316Commercial paper 133,190 — (5) 133,185U.S. government & agency securities 225 — — 224Total cash and cash equivalents 460,731 — (5) 460,725Investments: Commercial paper 187,705 — (73) 187,632Corporate debt securities 8,964 9 (5) 8,968U.S. government & agency securities 388,088 1 (1,014) 387,075Total investments 584,757 10 (1,092) 583,675Total cash, cash equivalents and investments $ 1,045,488 $ 10 $ (1,097) $ 1,044,400Short-term restricted cash: Cash $ 500 $ — $ — $ 500Long-term restricted cash: Cash $ 4,592 $ — $ — $ 4,592 As of December 31, 2020 Gross Gross Amortized unrealized unrealized Fair(in thousands) Cost gains losses Value Cash and cash equivalents: Cash and money market funds$ 43,040 $ — $ — $ 43,040Commercial paper 32,538 — (1) 32,537U.S. government & agency securities 170 — — 170U.S. Treasury security 5,864 — — 5,864Total cash and cash equivalents 81,612 — (1) 81,611Investments: Commercial paper 112,648 4 (8) 112,644Corporate debt securities 17,360 96 — 17,456U.S. government & agency securities 107,109 6 (12) 107,103Total investments 237,117 106 (20) 237,203Total cash, cash equivalents and investments $ 318,729 $ 106 $ (21) $ 318,814Short-term restricted cash: Cash $ 836 $ — $ — $ 836Long-term restricted cash: Cash $ 3,500 $ — $ — $ 3,500 327316000 327316000 133190000 5000 133185000 225000 224000 460731000 5000 460725000 187705000 73000 187632000 8964000 9000 5000 8968000 388088000 1000 1014000 387075000 584757000 10000 1092000 583675000 1045488000 10000 1097000 1044400000 500000 500000 4592000 4592000 43040000 43040000 32538000 1000 32537000 170000 170000 5864000 5864000 81612000 1000 81611000 112648000 4000 8000 112644000 17360000 96000 17456000 107109000 6000 12000 107103000 237117000 106000 20000 237203000 318729000 106000 21000 318814000 836000 836000 3500000 3500000 (in thousands)Fair ValueDue in one year or less $ 595,063Due after one year through 5 years 122,022Total investments $ 717,085 595063000 122022000 717085000 NOTE 6. BALANCE SHEET COMPONENTS Short-term restricted cash As of December 31, 2021, the short-term restricted cash balance of $0.5 million was comprised of security deposits for the credit cards of employees. As of December 31, 2020, the short-term restricted cash balance of $0.8 million was comprised of $0.5 million for a customer deposit and $0.3 million for a security deposit for the credit cards of employees. In connection with the acquisition of Omniome in September 2021, we acquired $0.2 million of short-term restricted cash consisting of a security deposit for credit cards of Omniome employees.InventoryAs of December 31, 2021 and 2020, our inventory consisted of the following components: December 31, (in thousands)2021 2020Purchased materials$ 7,993 $ 3,531Work in process 8,611 6,651Finished goods 7,995 4,048Inventory$ 24,599 $ 14,230Property and Equipment, NetAs of December 31, 2021 and 2020, our property and equipment, net, consisted of the following components: December 31,(in thousands)2021 2020Laboratory equipment and machinery $ 31,534 $ 24,948Leasehold improvements 31,114 29,931Computer equipment 15,059 12,400Software 5,578 4,940Furniture and fixtures 3,202 2,434Construction in progress 2,303 137 88,790 74,790Less: Accumulated depreciation (56,286) (49,891)Property and equipment, net $ 32,504 $ 24,899Depreciation expense during the years ended December 31, 2021, 2020 and 2019 was $7.2 million, $6.4 million and $7.3 million, respectively. Long-term restricted cash For our facility located at 1305 O’Brien Drive, Menlo Park, California (the “O’Brien Lease”), we were required to establish a letter of credit for the benefit of the landlord and to submit $4.5 million as a deposit for the letter of credit in October 2015. Subsequently, pursuant to the terms of the O’Brien Lease, beginning on May 1, 2019, the amount of the letter of credit was reduced by $0.5 million each year thereafter on May 1. As such, $3.0 million and $3.5 million was recorded in long-term restricted cash related to the O’Brien Lease in the Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020, respectively. In connection with the acquisition of Omniome in September 2021, we acquired $1.6 million of long-term restricted cash related to a letter of credit established for a facility lease.Goodwill and intangible assetsGoodwillGoodwill arises from business combinations and represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations and our estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date).The following table presents the changes in the carrying amount of goodwill for the periods indicated (in thousands):Wa Balance as of December 31, 2020$ -Acquisition of Omniome 390,665Acquisition of Circulomics 19,309Balance as of December 31, 2021$ 409,974Acquired Intangible AssetsIntangible assets include acquired in-process research and development (IPR&D) of $400 million as a result of the Omniome acquisition in September 2021. In addition to IPR&D, we had the following acquired definite-lived intangible assets as of December 31, 2021 (in thousands, except years): Estimated Gross Net Useful Life Carrying Accumulated Carrying (in years) Amount Amortization AmountDeveloped technology15 $ 11,000 $ (306) $ 10,694Customer relationships2 360 (75) 285Total $ 11,360 $ (381) $ 10,979 Amortization expense of intangibles was $0.4 million for the year ended December 31, 2021. We had no amortization expense of intangibles for the years ended December 31, 2020 and 2019.The estimated future amortization expense of acquisition-related intangible assets with definite lives is estimated as follows (in thousands): 2022$ 9132023 8382024 7332025 7332026 7332027 and thereafter 7,029Total$ 10,979 Accrued ExpensesAs of December 31, 2021 and 2020, our accrued expenses consisted of the following components: December 31,(in thousands)2021 2020Salaries and benefits$ 25,282 $ 15,261Accrued product development costs 1,936 415Accrued interest payable 5,100 —Inventory accrual 108 218Warranty 594 161Accrued professional services and legal fees 1,640 726Other 1,601 569Accrued expenses $ 36,261 $ 17,350Deferred RevenueAs of December 31, 2021, we had a total of $ 36.0 million of deferred revenue, $11.0 million of which was recorded as deferred revenue, current and primarily relates to deferred service contract revenues to be recognized over the next year and the remaining $25.0 million was recorded as deferred revenue, non-current. Of the deferred revenue, non-current balance, $23.5 million relates to payments received under the Invitae collaboration and $1.5 million primarily relates to deferred service contract revenues and is scheduled to be recognized in the next 5 years. Revenue recorded in the year ended December 31, 2021 includes $8.6 million of previously deferred revenue that was included in “Deferred revenue, current” as of December 31, 2020. Contract assets as of December 31, 2021 and December 31, 2020 were not material.As of December 31, 2021, we had a total of $0.7 million of deferred commissions included in “Prepaid expenses and other current assets” which is recognized as the related revenue is recognized. Additionally, as a practical expedient, we expense costs to obtain a contract as incurred if the amortization period would have been a year or less.Term LoansIn 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 December 31, 2021, the carrying value of term loans outstanding was $3.9 million. The related long-term portion of $2.3 million was recorded as part of “Other liabilities, non-current” and the short-term portion of $1.6 million was recorded as part of “Other liabilities, current” on the Consolidated Balance Sheet. The interest expense was $0.2 million for the year ended December 31, 2021, which was included as part of interest expense in the Consolidated Statement of Operations and Comprehensive (Loss) Income.As of December 31, 2021, the future principal payments remaining on term loans was the following: (in thousands) 2022$ 1,6082023 1,8422024 490Total$ 3,940 Other liabilities, currentAs of December 31, 2021 and 2020, our Other liabilities, current consisted of the following components: December 31,(in thousands)2021 2020Accrued ESPP$ 3,598 $ 2,037Other 2,161 2,482Other liabilities, current$ 5,759 $ 4,519  500000 800000 500000 300000 200000 December 31, (in thousands)2021 2020Purchased materials$ 7,993 $ 3,531Work in process 8,611 6,651Finished goods 7,995 4,048Inventory$ 24,599 $ 14,230 7993000 3531000 8611000 6651000 7995000 4048000 24599000 14230000 December 31,(in thousands)2021 2020Laboratory equipment and machinery $ 31,534 $ 24,948Leasehold improvements 31,114 29,931Computer equipment 15,059 12,400Software 5,578 4,940Furniture and fixtures 3,202 2,434Construction in progress 2,303 137 88,790 74,790Less: Accumulated depreciation (56,286) (49,891)Property and equipment, net $ 32,504 $ 24,899 31534000 24948000 31114000 29931000 15059000 12400000 5578000 4940000 3202000 2434000 2303000 137000 88790000 74790000 56286000 49891000 32504000 24899000 7200000 6400000 7300000 4500000 500000 3000000.0 3500000 1600000 Balance as of December 31, 2020$ -Acquisition of Omniome 390,665Acquisition of Circulomics 19,309Balance as of December 31, 2021$ 409,974 390665000 19309000 409974000 400000000 Estimated Gross Net Useful Life Carrying Accumulated Carrying (in years) Amount Amortization AmountDeveloped technology15 $ 11,000 $ (306) $ 10,694Customer relationships2 360 (75) 285Total $ 11,360 $ (381) $ 10,979 P15Y 11000000 306000 10694000 P2Y 360000 75000 285000 11360000 381000 10979000 400000 0 0 2022$ 9132023 8382024 7332025 7332026 7332027 and thereafter 7,029Total$ 10,979 913000 838000 733000 733000 733000 7029000 10979000 December 31,(in thousands)2021 2020Salaries and benefits$ 25,282 $ 15,261Accrued product development costs 1,936 415Accrued interest payable 5,100 —Inventory accrual 108 218Warranty 594 161Accrued professional services and legal fees 1,640 726Other 1,601 569Accrued expenses $ 36,261 $ 17,350 25282000 15261000 1936000 415000 5100000 108000 218000 594000 161000 1640000 726000 1601000 569000 36261000 17350000 36000000.0 11000000.0 25000000.0 23500000 1500000 P5Y 8600000 700000 1300000 3000000.0 P43M 0.17 4 3900000 2300000 1600000 200000 (in thousands) 2022$ 1,6082023 1,8422024 490Total$ 3,940 1608000 1842000 490000 3940000 December 31,(in thousands)2021 2020Accrued ESPP$ 3,598 $ 2,037Other 2,161 2,482Other liabilities, current$ 5,759 $ 4,519 3598000 2037000 2161000 2482000 5759000 4519000 NOTE 7. CONVERTIBLE SENIOR NOTESOn February 9, 2021, we entered into an investment agreement (the “Investment Agreement”) with SB Northstar LP (the “Purchaser”), a subsidiary of SoftBank Group Corp., relating to the issuance and sale to the Purchaser of $900 million in aggregate principal amount of our 1.50% Convertible Senior Notes (the “Notes”). The Notes were issued on February 16, 2021.The Notes are governed by an indenture (the “Indenture”) between the Company and U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 1.50% per annum. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 and commenced on August 15, 2021. The Notes will mature on February 15, 2028, subject to earlier conversion, redemption or repurchase.The Notes are convertible at the option of the holder at any time until the second scheduled trading day prior to the maturity date, including in connection with a redemption by the Company. The Notes are convertible into shares of our common stock based on an initial conversion rate of 22.9885 shares of common stock per $1,000 principal amount of the Notes (which is equal to an initial conversion price of $43.50 per share), in each case subject to customary anti-dilution and other adjustments as a result of certain extraordinary transactions. Upon conversion of the Notes, we may elect to settle such conversion obligation in shares, cash or a combination of shares and cash.On or after February 20, 2026, the Notes will be redeemable by the Company in the event that the closing sale price of our common stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the redemption notice at a redemption price of 100% of the principal amount of such Notes, plus accrued and unpaid interest up to, but excluding, the redemption date.With certain exceptions, upon a change of control of the Company or the failure of our common stock to be listed on certain stock exchanges (a “Fundamental Change”), the holders of the Notes may require that we repurchase all or part of the principal amount of the Notes at a purchase price of par plus unpaid interest up to, but excluding, the maturity date.The Indenture includes customary “events of default,” which may result in the acceleration of the maturity of the Notes under the Indenture. The Indenture also includes customary covenants for convertible notes of this type.To the extent we elect, the sole remedy for an event of default relating to our failure to comply with certain of our reporting obligations shall, for the first 360 calendar days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180 calendar days of the 360-day period after the occurrence of such an event of default during which such event of default is continuing (or, if earlier, the date on which such event of default is cured or waived) and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day from, and including, the 181st calendar day to, and including, the 360th calendar day after the occurrence of such an event of default during which such event of default is continuing (or, if earlier, the date on which such event of default is cured or waived as provided for in the Indenture). On the 361st day after such event of default (if the event of default relating to our failure to comply with its obligations is not cured or waived prior to such 361st day), the Notes shall be subject to acceleration as provided for in the Indenture. The notes are accounted for in accordance with the authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. Under ASU 2020-06, the guidance requires that debt with an embedded conversion feature is accounted for in its entirety as a liability and no portion of the proceeds from the issuance of the convertible debt instrument is accounted for as attributable to the conversion feature unless the conversion feature is required to be accounted for separately as an embedded derivative or the conversion feature results in a substantial premium. The conversion feature of the Notes is not accounted for as an embedded derivative because it is considered to be indexed to our common stock, and the Notes were not issued at a premium; therefore, the Notes are accounted for in their entirety as a liability. Because we may elect to settle any conversions entirely in shares, and because settlement in shares is the default settlement method, the liability is classified as non-current. The requirement to repurchase the Notes including unpaid interest to the maturity date in the event of a Fundamental Change is considered a put option for certain periods requiring bifurcation under ASC 815 – Derivatives and Hedging. However, given the low probability of a Fundamental Change occurring during the applicable periods, the value of the embedded derivative is immaterial.The additional interest feature in the event of our failure to comply with certain reporting obligations is also considered an embedded derivative requiring bifurcation under ASC 815. However, due to the nature and terms of the reporting obligations, the value of the embedded derivative is immaterial.We incurred issuance costs related to the Notes of approximately $4.5 million, which were recorded as debt issuance cost and are presented as a reduction to the Notes on our Consolidated Balance Sheets and are amortized to interest expense using the effective interest method over the term of the Notes, resulting in an effective interest rate of 1.6%. As of December 31, 2021, the net carrying amount of the liability for the Notes is recorded as convertible senior notes, net in the Consolidated Balance Sheets as follows (in thousands): Principal amount$ 900,000Unamortized debt issuance costs (3,933)Net carrying amount$ 896,067For the year ended December 31, 2021, interest expense for the Notes was as follows (in thousands): Contractual interest expense$ 11,812Amortization of debt issuance costs 532Total interest expense$ 12,344 As of December 31, 2021, the estimated fair value (Level 2) of the Notes was $787.5 million. The fair value of the Notes is estimated using a pricing model that is primarily affected by the trading price of our common stock and market interest rates.  900000000 0.0150 2021-02-16 0.0150 2028-02-15 22.9885 1000 43.50 1.50 P20D P30D 1 0.0025 0.0050 4500000 0.016 Principal amount$ 900,000Unamortized debt issuance costs (3,933)Net carrying amount$ 896,067 900000000 3933000 896067000 Contractual interest expense$ 11,812Amortization of debt issuance costs 532Total interest expense$ 12,344 11812000 532000 12344000 787500000 NOTE 8. COMMITMENTS AND CONTINGENCIES LeasesWe record operating lease right-of-use assets and liabilities on our Consolidated Balance Sheets for all leases with a term of more than 12 months. In connection with the acquisition of Omniome, we acquired $18.1 million in right-of-use assets and liabilities on our Consolidated Balance Sheets. The operating lease right-of-use assets and liabilities are calculated as the present value of remaining minimum lease payments over the remaining lease term using our estimated secured incremental borrowing rates at the commencement date. Lease payments included in the measurement of the lease liability comprise the fixed rent per the term of the Lease. All of our leases are operating leases. Lease payments comprise the base rent per the term of the Lease. Lease expense for these leases is recognized on a straight-line basis over the lease term, with variable lease payments, such as common area maintenance fees, recognized in the period those payments are incurred. We often have options to renew lease terms for buildings. For the O’Brien Lease, the renewal option is 5 years and the rent will be based on fair market value at the time of renewal and was not included in the lease term. In addition, certain lease arrangements may be terminated prior to their original expiration date at our discretion. We evaluate renewal and termination options at the lease commencement date to determine if we are reasonably certain to exercise the option on the basis of economic factors. The following table presents information as to the amount and timing of cash flows arising from our operating leases as of December 31, 2021: Maturity of Lease LiabilitiesAmount Years ending December 31,(in thousands)2022$ 11,3262023 11,8512024 12,0402025 12,3282026 12,437Thereafter 9,930Total undiscounted operating lease payments 69,912Less: imputed interest (12,232)Present value of operating lease liabilities 57,680 Balance Sheet Classification Operating lease liabilities, current 7,710Operating lease liabilities, non-current 49,970Total operating lease liabilities 57,680We use our incremental borrowing rate to determine the present value of lease payments, as the implicit rates in our leases are not readily determinable. The weighted average discount rate used to measure our operating lease liabilities was 6.7%. The weighted average remaining lease term for our operating leases as of December 31, 2021 was 5.7 years.Cash FlowsCash paid for amounts included in the present value of operating lease liabilities was $8.2 million and $7.2 million for the years ended December 31, 2021 and 2020, respectively and were included in operating cash flow. Operating Lease CostsOperating lease costs were $7.2 million and $6.2 million for the years ended December 31, 2021 and 2020, respectively. For both 2021 and 2020 the total lease costs primarily related to our operating leases, but also included immaterial amounts for variable leases.Contingencies We may become involved in legal proceedings, claims and assessments from time to time in the ordinary course of business. We accrue liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.Legal ProceedingsU.S. District Court Proceedings On September 26, 2019, Personal Genomics of Taiwan, Inc. (“PGI”) filed a complaint in the U.S. District Court for the District of Delaware against us for patent infringement (C.A. No. 19-cv-1810) (the “PGI District Court matter”). The matter from this complaint is based on PGI’s U.S. Patent No. 7,767,441 (the “‘441 Patent”). We plan to vigorously defend in this matter. On November 20, 2019, we filed our answer to the complaint, denying infringement and seeking a declaratory judgement of invalidity of the ‘441 Patent. On June 22, 2020, we filed a petition requesting institution of an inter-partes review (IPR) to the Patent Trial and Appeals Board (the “Board”) at the United States Patent Office requesting the Board to find a set of claims in the ‘441 Patent invalid. On June 27, 2020, we filed a second petition requesting institution of an IPR requesting the Board to find another set of claims in the ‘441 Patent invalid. The two petitions (the “PacBio IPR Petitions”) requesting IPRs assert that all of the claims relevant to the PGI complaint are invalid. On January 19, 2021, the Board ordered that both PacBio IPR Petitions are instituted on all grounds presented. On January 18, 2022, the Board issued decisions on the two IPRs. In one IPR, all challenged claims were found unpatentable including PGI’s core device claims. In the second IPR, the board did not find the disputed claims unpatentable. We are appealing the decision in the second IPR to the U.S. Court of Appeals for the Federal Circuit.On August 19, 2020, the court ordered a stay of the PGI District Court matter based on a joint stipulation by the parties pending a final written decision on the IPRs. Following the final decision on the IPRs described above, on February 2, 2022, the judge ordered that the PGI District Court matter be reopened. We plan to vigorously defend against the remaining claims.Proceedings in ChinaOn May 12, 2020, PGI filed a complaint in the Wuhan Intermediate People’s Court in China alleging infringement of one or more claims of China patent No. CN101743321B (the “CN321 Patent”), which is related to the ‘441 Patent. We were served on January 20, 2021 and plan to vigorously defend in this matter. On November 23, 2020 we filed an Invalidation Petition at the China National Intellectual Property Administration (CNIPA) demonstrating the invalidity of the claims in the CN321 Patent on grounds of insufficient disclosure, and the lack of support, essential technical features, clarity, novelty, and inventiveness. A hearing in the invalidation proceeding at the CNIPA was held on April 29, 2021. On September 2, 2021, the CNIPA issued its decision on the Invalidation Petition and determined that all claims (1-61) of the CN321 patent were invalid. We have filed a petition with the Wuhan Intermediate People’s court requesting dismissal of the infringement action. On December 1, 2021, PGI filed an appeal with the Beijing IP Court, contesting the CNIPA decision. Other ProceedingsFrom time to time, we may also be involved in a variety of other claims, lawsuits, investigations and proceedings relating to securities laws, product liability, patent infringement, contract disputes, employment and other matters that arise in the normal course of our business. In addition, third parties may, from time to time, assert claims against us in the form of letters and other communications. We record a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We currently do not believe that the ultimate outcome of any of the matters described above is probable or reasonably estimable, or that these matters will have a material adverse effect on our business; however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on us because of litigation and settlement costs, diversion of management resources and other factors.IndemnificationPursuant 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 December 31, 2021.  18100000 18100000 P5Y Maturity of Lease LiabilitiesAmount Years ending December 31,(in thousands)2022$ 11,3262023 11,8512024 12,0402025 12,3282026 12,437Thereafter 9,930Total undiscounted operating lease payments 69,912Less: imputed interest (12,232)Present value of operating lease liabilities 57,680 Balance Sheet Classification Operating lease liabilities, current 7,710Operating lease liabilities, non-current 49,970Total operating lease liabilities 57,680 11326000 11851000 12040000 12328000 12437000 9930000 69912000 12232000 57680000 7710000 49970000 57680000 0.067 P5Y8M12D 8200000 7200000 7200000 6200000 0 NOTE 9. INCOME TAXESWe are subject to income taxes in the United States and certain states in which we operate, and we use estimates in determining our provisions for income taxes. Significant management judgement is required in determining our provision for income taxes, deferred tax assets and liabilities and valuation allowances recorded against net deferred tax assets in accordance with U.S. GAAP. These estimates and judgements occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties related to uncertain tax positions. Significant changes to these estimates may result in an increase or decrease to our tax provision in the current or subsequent period.We assess all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and we will determine whether the factors underlying the sustainability assertion have changed and the amount of the recognized tax benefit is still appropriate.We account for Global Intangible Low-taxed Income as a period cost.During the years ended December 31, 2021, 2020 and 2019 income (loss) before taxes from U.S. operations were ($275.4) million, $28.9 million and ($84.8) million, respectively, and income before taxes from foreign operations was $0.8 million, $0.6 million and $0.9 million, respectively. Income tax provision (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21% to pretax income or loss as follows: Years ended December 31, 2021 2020 2019 Statutory tax rate 21.0% 21.0% 21.0%State tax rate, net of federal benefit 5.5 (8.3) 4.9 Change in valuation allowance (4.9) 6.3 (27.5) Tax credits 2.5 (3.6) 2.2 Stock-based compensation 10.9 (15.2) (0.8) Merger Expenses (0.9) - - Other (0.1) (0.2) 0.2 Total 34.0% 0.0% (0.0)% Deferred income taxes reflect the net tax effects of loss and credit carry forwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets for federal and state income taxes are as follows (in thousands): December 31,Deferred tax assets:2021 2020Net operating loss carryforwards$ 378,035 $ 233,225Research and development credits 60,672 49,179Accruals and reserves 10,822 6,337Stock-based compensation 12,838 9,717ASC 842 Operating lease liability 13,105 9,870Total deferred tax assets 475,472 308,328Less: Valuation allowance (366,940) (300,505)Total deferred tax assets: 108,532 7,823Intangibles (97,345) —Fixed assets (1,523) (786)ASC 842 Operating lease right-of-use assets (10,502) (7,037)Total deferred tax liabilities (109,370) (7,823)Net deferred tax assets $ (838) $ —At December 31, 2021, we maintained a full valuation allowance against all of our deferred tax assets which totaled $366.9 million, including net operating loss carryforwards and research and development credits of $378.0 million and $60.7 million, respectively.A valuation allowance is recorded when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. We regularly assess the need for a valuation allowance against our deferred income tax assets by considering both positive and negative evidence related to whether it is more likely than not that our deferred income tax assets will be realized. In evaluating our ability to recover our deferred income tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred income tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. A deferred income tax benefit of $93.6 million for the year ended December 31, 2021, is related to the release of the valuation allowance for deferred tax assets due to the recognition of deferred tax liabilities in connection with the Omniome and Circulomics acquisitions. We maintain a valuation allowance on the net deferred tax assets of our U.S. entities as we have concluded that it is more likely than not that we will not realize our deferred tax assets. Accordingly, this benefit from income taxes is reflected on our Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2021. For the year ended December 31, 2021, our valuation allowance increased to $366.9 million, primarily because of an increase in our net operating losses, credits and acquisition of deferred tax assets that were fully offset by a valuation allowance. For the year ended December 31, 2020, our valuation allowance increased to $300.5 million, primarily because of an increase in our net operating losses and tax credits offset by a decrease to our stock-based compensation deferred tax asset. As of December 31, 2021, we had a net operating loss carryforward for federal income tax purposes of approximately $1,491.3 million, of which $774.9 million will begin to expire in 2024 if not utilized. We had a total state net operating loss carryforward of approximately $997.4 million, which are subject to annual expirations. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change of ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. We have federal credits of approximately $39.1 million, which will begin to expire in 2024 if not utilized and state research credits of approximately $36.9 million which have no expiration date. These tax credits are subject to the same limitations discussed above. As of December 31, 2021, our total unrecognized tax benefit was $8.3 million. A reconciliation of the beginning and ending unrecognized tax benefit balance is as follows (in thousands): Balance as of December 31, 2018$ 20,447Decrease in balance related to tax positions taken in prior year —Increase in balance related to tax positions taken during current year 1,532Balance as of December 31, 2019$ 21,979Decrease in balance related to tax positions taken in prior year (17,255)Increase in balance related to tax positions taken during current year 1,230Balance as of December 31, 2020$ 5,954Increase in balance related to tax positions taken in prior year 189Increase in balance related to tax positions taken during current year 2,192Balance as of December 31, 2021$ 8,335Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of both December 31, 2021 and 2020, we had no accrued interest or penalties due to our net operating losses available to offset any tax adjustment. If total unrecognized tax benefits were realized in the future, it would not result in any tax benefit as we currently have a full valuation allowance. We file U.S. federal and various state income tax returns. For U.S. federal and state income tax purposes, the statute of limitations currently remains open for the years ending December 31, 2018 to present and December 31, 2017 to present, respectively. In addition, all of the net operating losses and research and development credit carryforwards that may be utilized in future years may be subject to examination. We are not currently under examination by income tax authorities in any jurisdiction.On December 27, 2020, the U.S. government enacted the Consolidated Appropriations Act, 2021, which enhances and expands certain provisions of the CARES Act. This legislative act did not have a material impact on the Company’s consolidated financial results.On March 11, 2021, the American Rescue Plan Act of 2021 (“American Rescue Plan”) was signed into law to provide additional relief in connection with the ongoing COVID-19 pandemic. The American Rescue Plan includes, among other things, provisions relating to PPP loan expansion, defined pension contributions, excessive employee remuneration, and the repeal of the election to allocate interest expense on a worldwide basis. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the American Rescue Plan is effective beginning in the quarter that includes March 11, 2021. These provisions did not have a material impact on the Company’s Consolidated Financial Statements.  -275400000 28900000 -84800000 800000 600000 900000 0.21 Years ended December 31, 2021 2020 2019 Statutory tax rate 21.0% 21.0% 21.0%State tax rate, net of federal benefit 5.5 (8.3) 4.9 Change in valuation allowance (4.9) 6.3 (27.5) Tax credits 2.5 (3.6) 2.2 Stock-based compensation 10.9 (15.2) (0.8) Merger Expenses (0.9) - - Other (0.1) (0.2) 0.2 Total 34.0% 0.0% (0.0)% 0.210 0.210 0.210 0.055 -0.083 0.049 0.049 -0.063 0.275 0.025 -0.036 0.022 -0.109 0.152 0.008 -0.9 -0.001 -0.002 0.002 0.340 December 31,Deferred tax assets:2021 2020Net operating loss carryforwards$ 378,035 $ 233,225Research and development credits 60,672 49,179Accruals and reserves 10,822 6,337Stock-based compensation 12,838 9,717ASC 842 Operating lease liability 13,105 9,870Total deferred tax assets 475,472 308,328Less: Valuation allowance (366,940) (300,505)Total deferred tax assets: 108,532 7,823Intangibles (97,345) —Fixed assets (1,523) (786)ASC 842 Operating lease right-of-use assets (10,502) (7,037)Total deferred tax liabilities (109,370) (7,823)Net deferred tax assets $ (838) $ — 378035000 233225000 60672000 49179000 10822000 6337000 12838000 9717000 -13105000 -9870000 475472000 308328000 366940000 300505000 108532000 7823000 97345000 1523000 786000 10502000 7037000 109370000 7823000 838000 366900000 378000000.0 60700000 -93600000 366900000 300500000 1491300000 774900000 2024 997400000 39100000 2024 36900000 8300000 Balance as of December 31, 2018$ 20,447Decrease in balance related to tax positions taken in prior year —Increase in balance related to tax positions taken during current year 1,532Balance as of December 31, 2019$ 21,979Decrease in balance related to tax positions taken in prior year (17,255)Increase in balance related to tax positions taken during current year 1,230Balance as of December 31, 2020$ 5,954Increase in balance related to tax positions taken in prior year 189Increase in balance related to tax positions taken during current year 2,192Balance as of December 31, 2021$ 8,335 20447000 1532000 21979000 17255000 1230000 5954000 189000 2192000 8335000 0 0 NOTE 10. STOCKHOLDERS’ EQUITYPreferred Stock Our Certificate of Incorporation, as amended and restated in October 2010 in connection with the closing of our initial public offering, authorizes us to issue 1,000,000,000 shares of $0.001 par value common stock and 50,000,000 shares of $0.001 par value preferred stock. As of December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding. Common Stock Common stockholders are entitled to dividends when and if declared by our board of directors. There have been no dividends declared to date. The holder of each share of common stock is entitled to one vote. Underwritten Public Equity OfferingsIn August 2020, we entered into an underwriting agreement, relating to the public offering of 19,430,000 shares of our common stock, $0.001 par value per share, at a price to the public of $4.47 per share. Under the terms of the underwriting agreement, we also granted the underwriters a 30-day option to purchase up to an additional 2,914,500 shares of our common stock, which was subsequently exercised in full, and the offering including the sale of shares of common stock subject to the underwriters’ option, closed in August 2020. In total, we sold 22.3 million shares of our common stock. We paid a commission equal to 6% of the gross proceeds from the sale of shares of our common stock. The total net proceeds to us from the offering after deducting the underwriting discount were approximately $93.9 million, excluding approximately $0.3 million of offering expenses. In November 2020, we entered into an underwriting agreement, relating to the public offering of 6,096,112 shares of our common stock, $0.001 par value per share, at a price to the public of $14.25 per share. Under the terms of the underwriting agreement, we also granted the underwriters a 30-day option to purchase up to an additional 914,416 shares of our common stock, which was subsequently exercised in full, and the offering including the sale of shares of common stock subject to the underwriters’ option, closed in November 2020. In total, we sold 7.0 million shares of our common stock. We paid a commission equal to 6% of the gross proceeds from the sale of shares of our common stock. The total net proceeds to us from the offering after deducting the underwriting discount were approximately $93.9 million, excluding approximately $0.3 million of offering expenses. In total, for the year ended December 31, 2020, we issued 29.4 million shares of our common stock through our two underwritten public offerings with an average offering price of $6.40. The total net proceeds to us from the two offerings, after deducting the underwriting commission and offering expenses, were approximately $187.2 million. Private Placement of Common StockOn July 19, 2021, in connection with the Omniome acquisition, we entered into a purchase agreement with certain qualified institutional buyers and institutional accredited investors, pursuant to which we agreed to sell an aggregate of 11,214,953 shares of common stock, at a price of $26.75 per share, for aggregate gross proceeds of approximately $300 million. The transaction closed on September 20, 2021. We registered the private placement shares for resale following the closing of the merger.Equity Plans The 2020 Equity Incentive Plan (the “2020 Plan”), the 2020 Inducement Equity Incentive Plan (the “Inducement Plan”) and the 2021 adopted Omniome Equity Incentive Plan of Pacific Biosciences of California, Inc. (the “Omniome Plan”) allow for the issuance of stock options, restricted units and awards and performance-based awards.On August 4, 2020, stockholders approved the 2020 Plan and reserved 11,000,000 shares of our common stock for issuance pursuant to equity awards granted under the 2020 Plan.On December 2, 2020, the Board of Directors (the “Board”) adopted the Inducement Plan and reserved 2,500,000 shares of our common stock for issuance pursuant to equity awards granted under the Inducement Plan. On April 18, 2021 and November 22, 2021, the Board amended the Inducement Plan to reserve an additional 750,000 and 360,000 shares, respectively. On September 20, 2021, in connection with the acquisition of Omniome, we adopted the Omniome Equity Incentive Plan of Pacific Biosciences of California, Inc. (the “Omniome Plan”). Under the Omniome Merger Agreement, each unvested option to purchase Omniome common stock, granted under the Omniome Plan held by employees continuing with us, were assumed by PacBio and converted into an option to purchase shares of our common stock. The terms and conditions of the converted options are substantially the same (including vesting and exercisability), except that (A) the assumed options cover shares of PacBio’s common stock; (B) the number of shares of our common stock subject to the assumed option is equal to the product of (i) the number of shares of Omniome common stock subject to the corresponding unvested option, multiplied by (ii) the exchange ratio (as defined below), with any resulting fractional share rounded down to the nearest whole share; and (C) the exercise price per share of the assumed options is equal to the quotient of (i) the exercise price per share of the corresponding unvested option to purchase shares of Omniome common stock, divided by (ii) the exchange ratio (as defined below), with any resulting fractional cent rounded up to the nearest whole cent. The exchange ratio was equal to 0.259204639. We reserved 2,494,128 shares of our common stock for issuance pursuant to equity awards under the Omniome Plan. 2020 Equity Incentive Plan Under the 2020 Plan, with the approval of the Board of Directors or the Compensation Committee of the Board of Directors, we may grant equity-based awards, including non-statutory stock options, restricted stock units (“RSUs”), restricted stock, stock appreciation rights, performance shares and performance units. Stock options granted under the 2020 Plan may be either incentive stock options (“ISOs”) within the meaning of Internal Revenue code Section 422 or non-qualified stock options (“NSOs”). Stock options under the 2020 Plan may be granted with a term of up to ten years and at prices no less than the fair market value of our common stock on the date of grant. To date, stock options granted to existing employees generally vest over four years on a monthly basis and stock options granted to new employees vest at a rate of 25% upon the first anniversary of the vesting commencement date and 1/48th per month thereafter, in each case, subject to continued service with us through the applicable vesting dates.2020 Inducement Equity Incentive PlanUnder the Inducement Plan, with the approval of the Board of Directors or the Compensation Committee of the Board of Directors, we may grant equity-based awards, including non-statutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units. The terms of the Inducement Plan are substantially similar to the 2020 Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the NASDAQ Inducement Award exception. In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the NASDAQ Listing Rules.As of December 31, 2021, we had 8.1 million shares remaining and available for future issuance under the 2020 Plan, Inducement Plan, and the Omniome Plan. Stock OptionsTime-based stock optionsThe following table summarizes time-based stock option activity for all of our equity compensation plans for the year ended December 31, 2021 (in thousands, except per share amounts): Stock Options Outstanding Weighted Number average of shares Exercise price exercise priceOutstanding at December 31, 2020 14,638 $ 1.16 – 20.90 $ 5.53Granted 2,489 23.06 – 46.37 33.78Assumed Omniome options 339 2.05 – 4.90 4.43Exercised (4,766) 1.16 – 15.98 5.31Canceled (541) 2.54 – 46.37 5.25Outstanding at December 31, 2021 12,159 $1.16 – 46.37 $ 11.38The expired options during the year ended December 31, 2021 totaled 0.02 million with exercise prices ranging from $2.54 to $46.37 per share and a weighted average exercise price per share of $9.80. Performance-based stock optionsThe following table summarizes performance-based stock option activity for all of our equity compensation plans for the year ended December 31, 2021 (in thousands, except per share amounts): Stock Options Outstanding Weighted Number average of shares Exercise price exercise priceOutstanding at December 31, 2020 — $ — $ —Granted — — —Assumed Omniome options 304 4.71 - 4.90 4.71Exercised — — —Canceled — — —Outstanding at December 31, 2021 304 $4.71 - 4.90 $ 4.71 The following table summarizes information with respect to stock options outstanding and exercisable under our equity compensation plans at December 31, 2021: Options Outstanding Options Exercisable Number Weighted average Number outstanding remaining contractual Weighted average vested Weighted average Exercise price(in 000s) life (Years) exercise price (in 000s) exercise price $0.00 - 4.64 3,676 5.37 $ 2.91 3,508 $ 2.91 $4.64 - 9.27 5,480 5.88 $ 6.64 4,010 $ 6.68 $9.27 - 13.91 702 6.69 $ 9.81 427 $ 9.94 $13.91 - 18.55 35 8.79 $ 14.34 14 $ 14.34 $ 18.55 - 23.19 180 9.38 $ 21.86 25 $ 20.90 $23.19 - 27.82 320 9.50 $ 24.22 — $ — $27.82 - 32.46 472 9.43 $ 28.77 52 $ 27.90 $ 32.46 - 37.10 1,380 9.00 $ 36.18 — $ — $41.73 - 46.37 218 9.13 $ 46.37 45 $ 46.37 12,463 6.47 $ 11.22 8,081 $ 5.63The aggregate intrinsic value of the outstanding and exercisable options presented in the table above totaled $147.9 million and $121.4 million, respectively. The aggregate intrinsic value represents the total pretax intrinsic value (i.e., the difference between $20.46, our closing stock price on the last trading day of our fourth quarter of 2021 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2021. The aggregate intrinsic value changes at each reporting date based on the fair market value of our common stock. The weighted average remaining contractual life for exercisable options is 5.12 years.The vested and expected to vest options as of December 31, 2021 totaled 11,535,217, with aggregate intrinsic value of $141.9 million, weighted average exercise price per share of $10.46 and weighted average remaining contractual life of 6.28 years. The total intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019 was $146.1 million, $63.1 million and $2.6 million, respectively. The weighted-average grant-date fair value of all options granted with exercise prices equal to fair market value was $18.36 in 2021 and $4.14 in 2020 determined by the Black-Scholes option valuation method. No stock options were granted in 2019. Time-based RSUs Each RSU represents one equivalent share of our common stock to be issued after satisfying the applicable continued service-based vesting criteria over a specified period. These RSUs vest over four years at a rate of 25% annually. The fair value for these RSUs is based on the closing price of our common stock on the date of grant. We measure compensation expense for these RSUs at fair value on the date of grant and recognize the expense over the expected vesting period on a straight-line basis. The RSUs do not entitle participants to the rights of holders of common stock, such as voting rights, until the shares are issued. RSUs that are expected to vest are net of estimated future forfeitures. The following table summarizes the time-based RSUs activity for the year ended December 31, 2021 (in thousands, except per share amounts): Weighted average Number grant date of shares fair valueRSUs outstanding at December 31, 2020 5,919 $ 5.25RSUs granted 3,744 35.33RSUs released (1,798) 5.13RSUs forfeited (473) 16.68Unvested RSUs outstanding at December 31, 2021 7,392 $ 19.78Performance-based RSUs The Compensation Committee of the Board of Directors approved awards of RSUs with performance-based vesting under the 2010 Plan to certain employees which expired on July 29, 2020. Performance-based RSUs are governed under the 2020 Plan.The following table summarizes the performance-based RSUs activity for the year ended December 31, 2021 (in thousands, except per share amounts): Weighted average Number grant date of shares fair valuePSUs outstanding at December 31, 2020 94 $$                    2.63PSUs granted — —PSUs released — —PSUs forfeited (94) 2.63Unvested PSUs outstanding at December 31, 2021 — $ —2010 Employee Stock Purchase Plan As of December 31, 2021, a total of 21.5 million shares of our common stock have been reserved for issuance under our 2010 Employee Stock Purchase Plan (ESPP). The ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Each offering period will generally consist of four purchase periods, each purchase period being approximately six months. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or at the end of a purchase period. Each offering period will generally end and the shares will be purchased twice yearly on March 1 and September 1. If the stock price at the end of the purchase period is lower than the stock price at the beginning of the offering period, that offering period will then be terminated and new offering period comes to place. The ESPP provides for an annual increase to the shares available for issuance at the beginning of each fiscal year equal to the lessor of 2% of the common shares then outstanding, 4,000,000 shares, or an amount determined by the ESPP’s administrator. Pursuant to the terms of the then-in-process Merger Agreement with Illumina, offerings under our 2010 ESPP were suspended after the completion of the purchase period ended March 1, 2019. After the merger with Illumina was terminated in January 2020, we began offerings under the ESPP again starting with the offering period beginning March 1, 2020. For the years ended December 31, 2021, 2020 and 2019, 1,913,968 shares, 834,677 shares and 1,306,329 shares of common stock were purchased under the ESPP, respectively. As of December 31, 2021, 7,810,673 shares of our common stock remain available for issuance under our ESPP. Stock-based Compensation Total stock-based compensation expense consists of the following (in thousands): Years Ended December 31, 2021 2020 2019Cost of revenue$ 6,126 $ 2,236 $ 1,857Research and development 20,275 7,061 7,699Sales, general and administrative 35,403 8,236 6,845Merger-related expenses - stock-settled 6,349 — —Merger-related expenses - milestone 5,202 — —Stock-based compensation 73,355 17,533 16,401Merger-related expenses - cash-settled 7,373 — —Total stock-based compensation expense$ 80,728 $ 17,533 $ 16,401As of December 31, 2021 and 2020, $0.9 million and $0.3 million of stock-based compensation cost was capitalized in inventory on our consolidated balance sheets, respectively. The tax benefit of stock-based compensation expense was immaterial for the years ended December 31, 2021, 2020 and 2019. Determining Fair ValueWe estimate the fair value of share options granted using the Black-Scholes valuation method and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair market value of RSU awards granted is the closing price of our shares on the date of grant and is generally recognized as compensation expense on a straight-line basis over the respective vesting period. For shares purchased under our Employee Stock Purchase Plan, or ESPP, we estimate the grant-date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model.Expected Term - The expected term used in the Black-Scholes valuation method represents the period that the stock options are expected to be outstanding and is determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock options and vesting schedules.Expected Volatility - The expected volatility used in the Black-Scholes valuation method is derived from the implied volatility related to our share price over the expected term.Expected Dividend - We have never paid dividends on our shares and, accordingly, the dividend yield percentage is zero for all periods.Risk-Free Interest Rate - The risk-free interest rate used in the Black-Scholes valuation method is the implied yield currently available on U.S. Treasury constant maturities issued with a term equivalent to the expected terms.Stock OptionsWe estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. For the year ended December 31, 2019, we did not grant any stock options. When determining the current share prices underlying the stock options for calculating the grant-date fair value, we reference observable market prices of similar or identical instruments in active markets. For the years ended December 31, 2021, 2020 and 2019, the fair value of employee stock options was estimated using the following weighted average assumptions: Years Ended December 31, 2021 2020 2019Expected term in years 2.1 - 4.6 5.0 years —  Expected volatility 67% - 80% 70.7% —  Risk-free interest rate 0.05% – 1.10% 0.3% —  Dividend yield —   —   —  Weighted average grant date fair value per share $                         15.53 $               7.20 —   Cash received from option exercises for the years ended December 31, 2021, 2020 and 2019 was $25.4 million, $43.9 million and $5.9 million, respectively. ESPP We estimate the fair value of shares to be issued under the ESPP using the Black-Scholes option pricing model. For the years ended December 31, 2021, 2020 and 2019, the fair value of shares to be issued under the ESPP was estimated using the following assumptions: Years Ended December 31, 2021 2020 2019Expected term in years 0.5 - 2.0 0.5 - 2.0 —  Expected volatility 67% - 68% 57% - 71% —  Risk-free interest rate 0.1% - 0.2% 0.1%-1.0% —  Dividend yield — —   —  Weighted average grant date fair value per share $                  25.07 $                    1.87 —   Cash received through the ESPP for the years ended December 31, 2021, 2020 and 2019 was $6.4 million, $2.4 million and $2.7 million, respectively. As of December 31, 2021, $122.9 million of total unrecognized compensation expense related to stock options, restricted stock and ESPP shares was expected to be recognized over a weighted-average period of 2.9 years.  1000000000 0.001 50000000 0.001 0 0 0 0 0 one 1 19430000 0.001 4.47 P30D 2914500 22300000 0.06 93900000 300000 6096112 0.001 14.25 P30D 914416 7000000.0 0.06 93900000 300000 29400000 2 6.40 2 187200000 11214953 26.75 300000000 11000000 2500000 750000 360000 0.259204639 2494128 8100000 Stock Options Outstanding Weighted Number average of shares Exercise price exercise priceOutstanding at December 31, 2020 14,638 $ 1.16 – 20.90 $ 5.53Granted 2,489 23.06 – 46.37 33.78Assumed Omniome options 339 2.05 – 4.90 4.43Exercised (4,766) 1.16 – 15.98 5.31Canceled (541) 2.54 – 46.37 5.25Outstanding at December 31, 2021 12,159 $1.16 – 46.37 $ 11.38 14638000 1.16 20.90 5.53 2489000 23.06 46.37 33.78 339000 2.05 4.90 4.43 4766000 1.16 15.98 5.31 541000 2.54 46.37 5.25 12159000 1.16 46.37 11.38 20000.00 2.54 46.37 9.80 Stock Options Outstanding Weighted Number average of shares Exercise price exercise priceOutstanding at December 31, 2020 — $ — $ —Granted — — —Assumed Omniome options 304 4.71 - 4.90 4.71Exercised — — —Canceled — — —Outstanding at December 31, 2021 304 $4.71 - 4.90 $ 4.71 304000 4.71 4.90 4.71 304000 4.71 4.90 4.71 Options Outstanding Options Exercisable Number Weighted average Number outstanding remaining contractual Weighted average vested Weighted average Exercise price(in 000s) life (Years) exercise price (in 000s) exercise price $0.00 - 4.64 3,676 5.37 $ 2.91 3,508 $ 2.91 $4.64 - 9.27 5,480 5.88 $ 6.64 4,010 $ 6.68 $9.27 - 13.91 702 6.69 $ 9.81 427 $ 9.94 $13.91 - 18.55 35 8.79 $ 14.34 14 $ 14.34 $ 18.55 - 23.19 180 9.38 $ 21.86 25 $ 20.90 $23.19 - 27.82 320 9.50 $ 24.22 — $ — $27.82 - 32.46 472 9.43 $ 28.77 52 $ 27.90 $ 32.46 - 37.10 1,380 9.00 $ 36.18 — $ — $41.73 - 46.37 218 9.13 $ 46.37 45 $ 46.37 12,463 6.47 $ 11.22 8,081 $ 5.63 0.00 4.64 3676000 P5Y4M13D 2.91 3508 2.91 4.64 9.27 5480000 P5Y10M17D 6.64 4010 6.68 9.27 13.91 702000 P6Y8M8D 9.81 427 9.94 13.91 18.55 35000 P8Y9M14D 14.34 14 14.34 18.55 23.19 180000 P9Y4M17D 21.86 25 20.90 23.19 27.82 320000 P9Y6M 24.22 27.82 32.46 472000 P9Y5M4D 28.77 52 27.90 32.46 37.10 1380000 P9Y 36.18 41.73 46.37 218000 P9Y1M17D 46.37 45 46.37 12463000 P6Y5M19D 11.22 8081 5.63 147900000 121400000 20.46 P5Y1M13D 11535217 141900000 10.46 P6Y3M10D 146100000 63100000 2600000 18.36 4.14 1 P4Y 0.25 Weighted average Number grant date of shares fair valueRSUs outstanding at December 31, 2020 5,919 $ 5.25RSUs granted 3,744 35.33RSUs released (1,798) 5.13RSUs forfeited (473) 16.68Unvested RSUs outstanding at December 31, 2021 7,392 $ 19.78 5919000 5.25 3744000 35.33 1798000 5.13 473000 16.68 7392000 19.78 Weighted average Number grant date of shares fair valuePSUs outstanding at December 31, 2020 94 $$                    2.63PSUs granted — —PSUs released — —PSUs forfeited (94) 2.63Unvested PSUs outstanding at December 31, 2021 — $ — 94000 2.63 94000 2.63 21500000 4 P6M 0.85 0.02 4000000 1913968 834677 1306329 7810673 Years Ended December 31, 2021 2020 2019Cost of revenue$ 6,126 $ 2,236 $ 1,857Research and development 20,275 7,061 7,699Sales, general and administrative 35,403 8,236 6,845Merger-related expenses - stock-settled 6,349 — —Merger-related expenses - milestone 5,202 — —Stock-based compensation 73,355 17,533 16,401Merger-related expenses - cash-settled 7,373 — —Total stock-based compensation expense$ 80,728 $ 17,533 $ 16,401 6126000 2236000 1857000 20275000 7061000 7699000 35403000 8236000 6845000 6349000 5202000 73355000 17533000 16401000 7373000 80728000 17533000 16401000 900000 300000 0 Years Ended December 31, 2021 2020 2019Expected term in years 2.1 - 4.6 5.0 years —  Expected volatility 67% - 80% 70.7% —  Risk-free interest rate 0.05% – 1.10% 0.3% —  Dividend yield —   —   —  Weighted average grant date fair value per share $                         15.53 $               7.20 —   P2Y1M6D P4Y7M6D P5Y 0.67 0.80 0.707 0.0005 0.0110 0.003 15.53 7.20 25400000 43900000 5900000 Years Ended December 31, 2021 2020 2019Expected term in years 0.5 - 2.0 0.5 - 2.0 —  Expected volatility 67% - 68% 57% - 71% —  Risk-free interest rate 0.1% - 0.2% 0.1%-1.0% —  Dividend yield — —   —  Weighted average grant date fair value per share $                  25.07 $                    1.87 —   P0Y6M P2Y P0Y6M P2Y 0.67 0.68 0.57 0.71 0.001 0.002 0.001 0.010 25.07 1.87 6400000 2400000 2700000 122900000 P2Y10M24D NOTE 11. NET (LOSS) INCOME PER SHAREBasic net (loss) income per share and diluted net (loss) income per share are presented for the three years presented. Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed using the weighted average number of shares of common stock outstanding and potential shares assuming the dilutive effect of outstanding stock options, restricted stock units and common stock issuable pursuant to our ESPP, using the treasury stock method. The following table presents the calculation of weighted average shares of common stock used in the computations of basic and diluted net (loss) income per share amounts presented in the accompanying consolidated statements of operations and comprehensive (loss) income (in thousands, except per share amounts): Years Ended December 31, 2021 2020 2019Numerator: Net (loss) income$ (181,223) $ 29,403 $ (84,134) Denominator: Basic Weighted average shares used in computing basic net income (loss) per share 204,136 165,187 152,527Basic net (loss) income per share$ (0.89) $ 0.18 $ (0.55)Diluted Weighted average shares used in computing basic net (loss) income per share 204,136 165,187 152,527Add: weighted average stock options — 6,092 —Add: weighted average restricted stock units — 2,324 —Add: weighted average common stock issuable pursuant to our ESPP — 1,367 —Weighted average shares used in computing diluted net (loss) income per share 204,136 174,970 152,527Diluted net (loss) income per share$ (0.89) $ 0.17 $ (0.55)The following shares issuable upon conversion of convertible senior notes, options outstanding, time-based RSUs, performance-based RSUs and ESPP shares to purchase common stock were excluded from the computation of diluted net loss per share for the periods presented because the effect of including such shares would have been antidilutive: Years Ended December 31,(in thousands)2021 2020 2019Shares issuable upon conversion of convertible senior notes 18,026 — —Options to purchase common stock 12,463 4,908 22,697RSUs with time-based vesting 7,392 100 1,086RSUs with performance-based vesting — 94 138ESPP shares 1,564 2,890 —   Years Ended December 31, 2021 2020 2019Numerator: Net (loss) income$ (181,223) $ 29,403 $ (84,134) Denominator: Basic Weighted average shares used in computing basic net income (loss) per share 204,136 165,187 152,527Basic net (loss) income per share$ (0.89) $ 0.18 $ (0.55)Diluted Weighted average shares used in computing basic net (loss) income per share 204,136 165,187 152,527Add: weighted average stock options — 6,092 —Add: weighted average restricted stock units — 2,324 —Add: weighted average common stock issuable pursuant to our ESPP — 1,367 —Weighted average shares used in computing diluted net (loss) income per share 204,136 174,970 152,527Diluted net (loss) income per share$ (0.89) $ 0.17 $ (0.55) -181223000 29403000 -84134000 204136000 165187000 152527000 -0.89 0.18 -0.55 204136000 165187000 152527000 6092000 2324000 1367000 204136000 174970000 152527000 -0.89 0.17 -0.55 Years Ended December 31,(in thousands)2021 2020 2019Shares issuable upon conversion of convertible senior notes 18,026 — —Options to purchase common stock 12,463 4,908 22,697RSUs with time-based vesting 7,392 100 1,086RSUs with performance-based vesting — 94 138ESPP shares 1,564 2,890 — 18026000 12463000 4908000 22697000 7392000 100000 1086000 94000 138000 1564000 2890000 NOTE 12. SEGMENT AND GEOGRAPHIC INFORMATIONWe are organized as, and operate in, one reportable segment: the development, manufacturing and marketing of an integrated platform for genetic analysis. Our chief operating decision-maker is our Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of evaluating financial performance and allocating resources, accompanied by information about revenue by geographic regions. Our assets are primarily located in the United States of America and not allocated to any specific region and we do not measure the performance of geographic regions based upon asset-based metrics. Therefore, geographic information is presented only for revenue. Revenue by geographic region is based on the ship to address on the customer order.A summary of our revenue by geographic location for the years ended December 31, 2021, 2020 and 2019 is as follows: Years Ended December 31,(in thousands)2021 2020 2019North America$ 64,521 $ 37,277 $ 44,681Europe (including the Middle East and Africa) 30,271   19,065   19,600Asia Pacific 35,721 22,551 26,610Total $ 130,513 $ 78,893 $ 90,891 A summary of our revenue by category for the years ended December 31, 2021, 2020 and 2019 is as follows: Years Ended December 31,(in thousands)2021 2020 2019Instrument revenue$ 61,324 $ 34,282 $ 45,126Consumable revenue 52,181   31,142 32,616Product revenue 113,505 65,424 77,742Service and other revenue 17,008 13,469 13,149Total revenue$ 130,513 $ 78,893 $ 90,891   1 Years Ended December 31,(in thousands)2021 2020 2019North America$ 64,521 $ 37,277 $ 44,681Europe (including the Middle East and Africa) 30,271   19,065   19,600Asia Pacific 35,721 22,551 26,610Total $ 130,513 $ 78,893 $ 90,891 64521000 37277000 44681000 30271000 19065000 19600000 35721000 22551000 26610000 130513000 78893000 90891000 Years Ended December 31,(in thousands)2021 2020 2019Instrument revenue$ 61,324 $ 34,282 $ 45,126Consumable revenue 52,181   31,142 32,616Product revenue 113,505 65,424 77,742Service and other revenue 17,008 13,469 13,149Total revenue$ 130,513 $ 78,893 $ 90,891 61324000 34282000 45126000 52181000 31142000 32616000 113505000 65424000 77742000 17008000 13469000 13149000 130513000 78893000 90891000