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EX-31.1 - EX-31.1 - PACIFIC BIOSCIENCES OF CALIFORNIA, INC.pacb-20150930xex311.htm
EX-31.2 - EX-31.2 - PACIFIC BIOSCIENCES OF CALIFORNIA, INC.pacb-20150930xex312.htm
EX-32.1 - EX-32.1 - PACIFIC BIOSCIENCES OF CALIFORNIA, INC.pacb-20150930xex321.htm
EX-32.2 - EX-32.2 - PACIFIC BIOSCIENCES OF CALIFORNIA, INC.pacb-20150930xex322.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

Or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File Number 001-34899

 

Pacific Biosciences of California, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

16-1590339

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

1380 Willow Road

Menlo Park, CA 94025

94025

(Address of principal executive offices)

(Zip Code)

(650) 521-8000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

Large accelerated filer

Accelerated filer   

 

 

 

 

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

 

Number of shares outstanding of the issuer’s common stock as of October 31, 2015:  77,041,008

  


 

TABLE OF CONTENTS

 

 

 

 

 

PAGE No.

 

 

PART I. FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements (unaudited): 

 

 

 

Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three- and Nine-Month Periods Ended September 30, 2015 and 2014 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine-Month Periods Ended September 30, 2015 and  2014 

 

 

Notes to Condensed Consolidated Financial Statements 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

15 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk 

24 

 

 

Item 4. Controls and Procedures 

24 

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings 

25 

 

 

Item 1A. Risk Factors 

25 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 

41 

 

 

Item 3. Default Upon Senior Securities 

41 

 

 

Item 4. Mine Safety Disclosures 

41 

 

 

Item 5. Other Information 

41 

 

 

Item 6. Exhibits 

41 

 

 

 

 

EXHIBIT INDEX 

43 

 

 

 

2

 


 

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(in thousands except par value amounts)

 

2015

 

2014

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

27,208 

 

$

36,449 

Investments

 

 

31,701 

 

 

64,899 

Accounts receivable

 

 

4,164 

 

 

3,406 

Inventory

 

 

11,621 

 

 

11,335 

Prepaid expenses and other current assets

 

 

11,513 

 

 

1,671 

Total current assets

 

 

86,207 

 

 

117,760 

Property and equipment, net

 

 

7,855 

 

 

6,601 

Other long-term assets

 

 

5,715 

 

 

162 

Total assets

 

$

99,777 

 

$

124,523 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

6,097 

 

$

5,608 

Accrued expenses

 

 

11,342 

 

 

11,441 

Deferred service revenue, current

 

 

6,303 

 

 

6,121 

Deferred contractual revenue, current

 

 

14,385 

 

 

6,785 

Other liabilities, current

 

 

627 

 

 

1,534 

Total current liabilities

 

 

38,754 

 

 

31,489 

Deferred service revenue, non-current

 

 

1,250 

 

 

1,129 

Deferred contractual revenue, non-current

 

 

1,347 

 

 

19,735 

Other liabilities, non-current

 

 

1,323 

 

 

2,153 

Notes payable

 

 

14,808 

 

 

14,124 

Financing derivative

 

 

925 

 

 

944 

Total liabilities

 

 

58,407 

 

 

69,574 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Preferred Stock, $0.001 par value:

 

 

 

 

 

 

Authorized 50,000 shares; No shares issued or outstanding 

 

 

 —

 

 

 —

Common Stock, $0.001 par value:

 

 

 

 

 

 

Authorized 1,000,000 shares; Issued and outstanding 75,705 shares at September 30, 2015 and 73,927 shares at December 31, 2014 

 

 

76 

 

 

74 

Additional paid-in capital

 

 

753,048 

 

 

736,339 

Accumulated other comprehensive income

 

 

 

 

Accumulated deficit

 

 

(711,760)

 

 

(681,473)

Total stockholders’ equity

 

 

41,370 

 

 

54,949 

Total liabilities and stockholders’ equity

 

$

99,777 

 

$

124,523 

See accompanying notes to the condensed consolidated financial statements.

3

 


 

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

September 30,

 

September 30,

(in thousands, except per share amounts)

 

2015

 

2014

 

2015

 

2014

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product revenue

 

$

7,570 

 

$

6,762 

 

$

27,703 

 

$

22,376 

Service and other revenue

 

 

2,751 

 

 

2,165 

 

 

8,010 

 

 

6,226 

Contractual revenue

 

 

3,596 

 

 

11,696 

 

 

20,788 

 

 

15,088 

Total revenue

 

 

13,917 

 

 

20,623 

 

 

56,501 

 

 

43,690 

Cost of Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenue

 

 

5,119 

 

 

5,608 

 

 

23,289 

 

 

19,048 

Cost of service and other revenue

 

 

2,247 

 

 

1,853 

 

 

6,228 

 

 

5,678 

Total cost of revenue

 

 

7,366 

 

 

7,461 

 

 

29,517 

 

 

24,726 

Gross profit

 

 

6,551 

 

 

13,162 

 

 

26,984 

 

 

18,964 

Operating Expense:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

16,162 

 

 

11,693 

 

 

45,688 

 

 

35,899 

Sales, general and administrative

 

 

10,818 

 

 

9,882 

 

 

32,411 

 

 

28,025 

Gain on lease amendments

 

 

(23,043)

 

 

 —

 

 

(23,043)

 

 

 —

Total operating expense

 

 

3,937 

 

 

21,575 

 

 

55,056 

 

 

63,924 

Operating income (loss)

 

 

2,614 

 

 

(8,413)

 

 

(28,072)

 

 

(44,960)

Interest expense

 

 

(741)

 

 

(716)

 

 

(2,153)

 

 

(2,103)

Other expense, net

 

 

(52)

 

 

(34)

 

 

(62)

 

 

(122)

Net income (loss)

 

 

1,821 

 

 

(9,163)

 

 

(30,287)

 

 

(47,185)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on investments

 

 

(6)

 

 

(19)

 

 

(3)

 

 

Comprehensive income (loss)

 

$

1,815 

 

$

(9,182)

 

$

(30,290)

 

$

(47,176)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.02 

 

$

(0.13)

 

$

(0.41)

 

$

(0.68)

Diluted

 

$

0.02 

 

$

(0.13)

 

$

(0.41)

 

$

(0.68)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding used in calculating net income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

75,205 

 

 

70,740 

 

 

74,699 

 

 

69,716 

Diluted

 

 

80,479 

 

 

70,740 

 

 

74,699 

 

 

69,716 

 

See accompanying notes to the condensed consolidated financial statements.

 

4

 


 

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine-Month Periods Ended September 30,

(in thousands)

2015

 

2014

Cash flows from operating activities

 

 

 

 

 

Net loss

$

(30,287)

 

$

(47,185)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

Depreciation

 

2,694 

 

 

3,311 

Amortization of debt discount and financing costs

 

699 

 

 

579 

Stock-based compensation

 

9,813 

 

 

6,944 

Non-cash portion of gain on lease amendments

 

(3,043)

 

 

 —

Other items

 

21 

 

 

242 

Changes in assets and liabilities

 

 

 

 

 

Accounts receivable

 

(758)

 

 

376 

Inventory

 

(1,990)

 

 

(1,348)

Prepaid expenses and other assets

 

(15,410)

 

 

85 

Accounts payable

 

364 

 

 

4,128 

Accrued expenses

 

1,523 

 

 

821 

Deferred service revenue

 

303 

 

 

1,661 

Deferred contractual revenue

 

(10,788)

 

 

(5,088)

Other liabilities

 

(316)

 

 

(637)

Net cash used in operating activities

 

(47,175)

 

 

(36,111)

Cash flows from investing activities

 

 

 

 

 

Purchase of property and equipment

 

(2,131)

 

 

(1,132)

Disposal of property and equipment

 

12 

 

 

 —

Purchase of investments

 

(43,715)

 

 

(97,468)

Sales of investments

 

8,317 

 

 

 —

Maturities of investments

 

68,553 

 

 

119,673 

Net cash provided by investing activities

 

31,036 

 

 

21,073 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of common stock from equity plans

 

5,465 

 

 

3,319 

Proceeds from issuance of common stock from at-the-market equity offering, net of issuance costs

 

1,433 

 

 

20,768 

Net cash provided by financing activities

 

6,898 

 

 

24,087 

Net increase (decrease) in cash and cash equivalents

 

(9,241)

 

 

9,049 

Cash and cash equivalents at beginning of period

 

36,449 

 

 

26,362 

Cash and cash equivalents at end of period

$

27,208 

 

$

35,411 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

Leased instruments that were transferred from inventory to property and equipment

 

1,704 

 

 

 —

 

 

 

 

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

5

 


 

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1. OVERVIEW

Pacific Biosciences of California, Inc. (“Pacific Biosciences”, the “Company”, “we”, “us”) has commercialized the PacBio RS II Sequencing System to help scientists solve genetically complex problems. Based on our novel Single Molecule, Real-Time (SMRT®) technology, our products enable: de novo genome assembly to finish genomes in order to more fully identify, annotate and decipher genomic structures; full-length transcript analysis to improve annotations in reference genomes, characterize alternatively spliced isoforms and find novel genes; targeted sequencing to more comprehensively characterize genetic variations; and DNA base modification identification to help characterize epigenetic regulation and DNA damage. Our technology combines very high consensus accuracy and long read lengths with the ability to detect real-time kinetic information.

In September 2015, we announced that we had launched a new nucleic acid sequencing platform, the Sequel™ System, which provides higher throughput, more scalability, a reduced footprint and lower sequencing project costs compared to the PacBio® RS II System, while maintaining the existing benefits of the company’s SMRT Technology.

The names “Pacific Biosciences,” “PacBio,” “SMRT,” “SMRTbell, “Sequel” and our logo are our trademarks.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) of Pacific Biosciences of California, Inc. have been prepared on a consistent basis with our December 31, 2014 audited Consolidated Financial Statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. Certain prior year amounts in the Financial Statements and notes thereto have been reclassified to conform to the current year presentation. The Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and, as permitted by such rules and regulations, omit certain information and footnote disclosures necessary to present the statements in accordance with U.S. generally accepted accounting principles (“GAAP”). These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.  The results of operations for the first nine-month period of 2015 are not necessarily indicative of the results to be expected for the entire year or any future periods.

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. Our estimates include, but are not limited to, the valuation of inventory, revenue valuation, the valuation of a  financing derivative and long-term notes, the valuation and recognition of share-based compensation, the delivery period for collaboration agreements, the useful lives assigned to long-lived assets, and the computation provisions for income taxes. Actual results could differ materially from these estimates.

During the first quarter of 2015, we revised the estimated period over which the delivery of elements pursuant to the Development, Commercialization and License Agreement (the “Roche Agreement”) with F. Hoffman-La Roche Ltd (“Roche”) is expected to occur, due to an increased level of certainty regarding the development period. As a result, we are, on a prospective basis, recognizing the remaining deferred contractual revenue associated with the upfront payment received under the Roche Agreement over the revised estimated remaining development period. For the three- and nine-month periods ended September 30, 2015, this change in estimate increased contractual revenue by $1.9 million and $5.7 million, respectively,  increased our basic net income per share for the three-month period ended September 30, 2015 by $0.03 per share, increased our diluted net income per share for the three-month period ended September 30, 2015 by $0.02 per share,  and decreased our net loss per share for the nine-month period ended September 30, 2015 by $0.08 per share. 

 

6

 


 

Fair Value of Financial Instruments

Assets and liabilities measured at fair value on a recurring basis

The following table sets forth the fair value of our financial assets and liabilities measured on a recurring basis as of September 30, 2015 and December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 (in thousands)

September 30, 2015

 

December 31, 2014

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and money market funds

$

15,259 

 

$

 —

 

$

 —

 

$

15,259 

 

$

21,952 

 

$

 —

 

$

 —

 

$

21,952 

Commercial paper

 

 —

 

 

11,949 

 

 

 —

 

 

11,949 

 

 

 —

 

 

14,497 

 

 

 —

 

 

14,497 

Total cash and cash equivalents

 

15,259 

 

 

11,949 

 

 

 —

 

 

27,208 

 

 

21,952 

 

 

14,497 

 

 

 —

 

 

36,449 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

 —

 

 

14,234 

 

 

 —

 

 

14,234 

 

 

 —

 

 

43,653 

 

 

 —

 

 

43,653 

Corporate debt securities

 

 —

 

 

7,457 

 

 

 —

 

 

7,457 

 

 

 —

 

 

8,173 

 

 

 —

 

 

8,173 

Asset backed securities

 

 —

 

 

10,010 

 

 

 —

 

 

10,010 

 

 

 —

 

 

13,073 

 

 

 —

 

 

13,073 

Total investments

 

 —

 

 

31,701 

 

 

 —

 

 

31,701 

 

 

 —

 

 

64,899 

 

 

 —

 

 

64,899 

Total assets measured at fair value

$

15,259 

 

$

43,650 

 

$

 —

 

$

58,909 

 

$

21,952 

 

$

79,396 

 

$

 —

 

$

101,348 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing derivative

$

 —

 

$

 —

 

$

925 

 

$

925 

 

$

 —

 

$

 —

 

$

944 

 

$

944 

 

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.

During the nine-month periods ended September 30,  2015 and 2014, there were no impairments of our investments.

The estimated fair value of the Financing Derivative liability (as defined in Note 6. Notes Payable) was determined using Level 3 inputs, or significant unobservable inputs. Changes to the estimated fair value of the Financing Derivative are recorded in “Other income (expense), net” in the condensed consolidated statements of operations and comprehensive income (loss). The following table provides the changes in the estimated fair value of the Financial Derivative during the nine-month period ended September 30, 2015 (in thousands):

 

 

 

 

 

 

 

 

Financial Derivative

Amount

Balance as of December 31, 2014

$

944 

Gain on change in estimated fair value

 

(19)

Balance as of September 30, 2015

$

925 

 

During the nine-month period ended September 30, 2015 there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did not change compared to our established practice.

Financial assets and liabilities not measured at fair value on a recurring basis

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. The carrying value of our other liabilities, non-current, approximates fair value due to the time to maturity and prevailing market rates.

We determined the estimated fair value of the Notes (as defined in Note 6. Notes Payable) using Level 3 inputs, or significant unobservable inputs. The estimated fair value of the Notes was determined by comparing the difference between the estimated fair value of the Notes with and without the Financing Derivative by calculating the respective present values from future cash flows using a  weighted average market yield of 18.3% and 19.5% at September 30, 2015 and December 31, 2014, respectively. 

 

7

 


 

The estimated fair value and carrying value of the Notes are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

 

December 31, 2014

 

Fair Value

 

Carrying Value

 

Fair Value

 

Carrying Value

Notes payable

$

15,681 

 

$

14,808 

 

$

14,817 

 

$

14,124 

 

Net Income (Loss) per Share

Basic net income (loss) per share and diluted net income (loss) per share are presented in conformity with ASC 260 Earnings per Share, for all periods presented. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) 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, warrants and common stock issuable pursuant to our employee stock purchase plan, or 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 income (loss) per share amounts presented in the accompanying condensed consolidated statements of operations and comprehensive income (loss) (in thousands, except per share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

September 30,

 

September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,821 

 

$

(9,163)

 

$

(30,287)

 

$

(47,185)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in computing basic net income (loss) per share

 

 

75,205 

 

 

70,740 

 

 

74,699 

 

 

69,716 

 

Basic net income (loss) per share

 

$

0.02 

 

$

(0.13)

 

$

(0.41)

 

$

(0.68)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in computing basic net income (loss) per share

 

 

75,205 

  

 

70,740 

 

 

74,699 

  

 

69,716 

 

Add: weighted average stock options

 

 

2,733 

 

 

 —

 

 

 —

 

 

 —

 

Add: weighted average warrants

 

 

2,541 

 

 

 —

 

 

 —

 

 

 —

 

Weighted average shares used in computing diluted net income (loss) per share

 

 

80,479 

 

 

70,740 

 

 

74,699 

 

 

69,716 

 

Diluted net income (loss) per share

 

$

0.02 

 

$

(0.13)

 

$

(0.41)

 

$

(0.68)

 

 

The following outstanding common stock options and warrants to purchase common stock were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2015

 

2014

 

2015

 

2014

Options to purchase common stock

 

11,959 

 

16,651 

 

18,469 

 

16,651 

Warrants to purchase common stock

 

 —

 

5,500 

 

5,500 

 

5,500 

 

Recent Accounting Pronouncements

On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB

8

 


 

issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date of the new revenue standard for periods beginning after December 15, 2016 to December 15, 2017, with early adoption permitted but not earlier than the original effective date. Accordingly, the updated standard is effective for us in the first quarter of 2018. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs,  which changes the presentation of debt issuance costs in financial statements. This ASU requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. This ASU is effective for the Company’s annual reporting periods beginning after December 15, 2015 and is effective for us in the first quarter of 2016.  Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. Early adoption is permitted for financial statements that have not been previously issued. ASU 2015-03 is not expected to have a material impact on our condensed consolidated financial statements and we will adopt it for the year ended December 31, 2015. 

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 simplifies the subsequent measurement of inventory by replacing today’s lower of cost or market test with a lower of cost and net realizable value test. The guidance applies only to inventories for which cost is determined by methods other than last-in first-out (LIFO) and the retail inventory method (RIM). Entities that use LIFO or RIM will continue to use existing impairment models (e.g., entities using LIFO would apply the lower of cost or market test). This ASU is effective for the Company’s annual report periods beginning after December 15, 2016 and is effective for us in the first quarter of 2017.  Early adoption is permitted as of the beginning of an interim or annual reporting period. The new guidance must be applied prospectively after the date of adoption.  We are currently in the process of evaluating the impact of adopting this ASU on our financial statements and related disclosures.

 

NOTE 3. CONTRACTUAL REVENUE

During September 2013, we entered into a Development, Commercialization and License Agreement (the “Roche Agreement”) with F. Hoffman-La Roche Ltd (“Roche”), pursuant to which we account for, and recognize as revenue, the up-front payment received thereunder using the proportional performance method over the periods in which the delivery of elements pursuant to the agreement occurs. We recognize revenue using a straight-line convention over the service periods of the deliverables as this method approximates our performance of services pursuant to the agreement. Out of the $35.0 million upfront cash payment received, quarterly amortization of $1.7 million has been recognized as contractual revenue from the fourth quarter of 2013 to the fourth quarter of 2014. Beginning in the three-month period ended March 31, 2015, we revised the estimated development period related to our contractual revenue amortization based on increasing certainty of the development time on a prospective approach. This change in estimate resulted in $1.9 million of additional contractual revenue being recognized per quarter and a total of $3.6 million as quarterly amortization.  

We recognized a total of $3.6 million and $10.8 million of amortization related to the Roche Agreement for the three- and nine-month periods ended September 30, 2015, respectively. The additional contractual revenue due to the revision had a 100% margin and increased our net income for the three-month period ended September 30, 2015 by $1.9 million and decreased our net loss for the nine-month period ended September 30, 2015 by $5.7 million, increased our basic net income per share for three-month period ended September 30, 2015 by $0.03 per share, increased our diluted net income per share for the three-month period ended September 30, 2015 by $0.02 per share,  and decreased our net loss per share for nine-month period ended September 30, 2015 by $0.08 per share. At September 30, 2015, going forward, on a prospective basis, we will recognize the remaining deferred contractual revenue of $15.7 million associated with upfront payment received under the Roche Agreement over the revised estimated remaining delivery period.

In addition to the deliverables above, the Roche Agreement provides for additional payments totaling up to $40.0 million upon the achievement of certain development milestones. Consideration from development milestones is recognized in the period in which a  milestone is achieved only if the milestone is considered substantive in its entirety. During August 2014, we achieved the first such development milestone and we recognized the related $10.0 million as contractual revenue for the quarter ended September 30, 2014.  During April 2015, we achieved the second development milestone and we recognized the related $10.0 million as contractual revenue for the quarter ended June 30, 2015. 

 

9

 


 

NOTE 4. CASH, CASH EQUIVALENTS AND INVESTMENTS

The following tables summarize our cash, cash equivalents and investments as of September 30, 2015 and December 31, 2014 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

 

 

 

Gross

 

Gross

 

 

 

Amortized

 

unrealized

 

unrealized

 

Fair

 

Cost

 

gains

 

losses

 

Value

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

Cash and money market funds

$

15,259 

 

$

 —

 

$

 —

 

$

15,259 

Commercial paper

 

11,948 

 

 

 

 

 —

 

 

11,949 

Total cash and cash equivalents

 

27,207 

 

 

 

 

 —

 

 

27,208 

Investments:

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

14,231 

 

 

 

 

 —

 

 

14,234 

Corporate debt securities

 

7,454 

 

 

 

 

 —

 

 

7,457 

Asset backed securities

 

10,011 

 

 

 —

 

 

(1)

 

 

10,010 

Total investments

 

31,696 

 

 

 

 

(1)

 

 

31,701 

Total cash, cash equivalents and investments

$

58,903 

 

$

 

$

(1)

 

$

58,909 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

 

Gross

 

Gross

 

 

 

Amortized

 

unrealized

 

unrealized

 

Fair

 

Cost

 

gains

 

losses

 

Value

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

Cash and money market funds

$

21,952 

 

$

 —

 

$

 —

 

$

21,952 

Commercial paper

 

14,496 

 

 

 

 

 —

 

 

14,497 

Total cash and cash equivalents

 

36,448 

 

 

 

 

 —

 

 

36,449 

Investments:

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

43,648 

 

 

 

 

 —

 

 

43,653 

Corporate debt securities

 

8,170 

 

 

 

 

(4)

 

 

8,173 

Asset backed securities

 

13,073 

 

 

 

 

(4)

 

 

13,073 

Total investments

 

64,891 

 

 

16 

 

 

(8)

 

 

64,899 

Total cash, cash equivalents and investments

$

101,339 

 

$

17 

 

$

(8)

 

$

101,348 

 

The following table summarizes the contractual maturities of our cash equivalents and available-for-sale investments, excluding money market funds, as of September 30, 2015:

 

 

 

 

 

 

 

 

(in thousands)

Fair Value

Due in one year or less

$

43,650 

 

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

 

NOTE 5.  INVENTORY

Inventory

 

As of September 30, 2015 and December 31, 2014, inventory consisted of the following components:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(in thousands)

2015

 

2014

Purchased materials

$

3,003 

 

$

3,150 

Work in process

 

4,477 

 

 

6,115 

Finished goods

 

4,141 

 

 

2,070 

Inventory

$

11,621 

 

$

11,335 

 

 

10

 


 

 

 

 

 

 

 

 

 

 

 

NOTE 6.  NOTES PAYABLE

Pursuant to a Facility Agreement (the “Facility Agreement”) we entered into with entities affiliated with Deerfield Management Company, L.P. (collectively, “Deerfield”) during February 2013, we issued promissory notes in the aggregate principal amount of $20.5 million (the “Notes”). The Notes bear simple interest at a rate of 8.75% per annum, payable quarterly in arrears commencing on April 1, 2013. In connection with the execution of the Facility Agreement, we issued warrants to purchase an aggregate of 5,500,000 shares of common stock immediately exercisable at an exercise price per share initially equal to $2.63 (the “Warrants”). In addition, the Facility Agreement requires us to maintain consolidated cash and cash equivalents on the last day of each calendar quarter of not less than $2.0 million. As security for our repayment of our obligations under the Facility Agreement, we granted to Deerfield a security interest in substantially all of our property.

Financing Derivative

A number of features embedded in the Notes to the Facility Agreement required accounting for as a derivative, including the indemnification of certain withholding taxes and the acceleration of debt upon (i) a qualified financing, (ii) an Event of Default, (iii) a Major Transaction, and (iv) the exercise of the warrant via offset to debt principal. These features represent a single derivative (the “Financing Derivative”) that was bifurcated from the debt instrument and accounted for as a liability at fair value, with changes in fair value between reporting periods recorded in other income (expense), net.

The estimated fair value of the Financing Derivative was determined by comparing the difference between the fair value of the Notes with and without the Financing Derivative by calculating the respective present values from future cash flows using an 18.3% and 19.5% weighted average market yield at September 30, 2015 and December 31, 2014, respectively. The estimated fair value of the Financing Derivative as of both September 30, 2015 and December 31, 2014 was $0.9 million.

Notes

We initially recorded the Notes and Warrants at $14.1 million and $6.4 million, respectively, based upon the relative fair value allocation of the $20.5 million of proceeds. The carrying value of the Notes at the inception of the debt was $12.8 million, resulting in an original issue discount of $7.7 million. As of September 30, 2015 and December 31, 2014,  debt discount of $5.7 million and $6.4 million, respectively, remained to be amortized through February 2020, the maturity of the Notes.

 

NOTE 7. LEASES

Lease Amendment Agreement

On July 23, 2015, we entered into a Lease Amendment Agreement (the “Lease Amendment Agreement”) with Peninsula Innovation Partners, LLC (the “Existing Landlord”), which amends the terms and conditions of certain of our existing Menlo Park facility real property leases. The Lease Amendment Agreement provides for, among other things, amendments of the term for certain of the existing leases, the termination of all renewal, expansion and extension rights contained in any of the existing leases with the Existing Landlord (including our options to extend the terms for certain of the existing leases for two consecutive five-year periods), as well as rent abatement for a specified period of time. As consideration for our agreement to amend the existing leases pursuant to the Lease Amendment Agreement, and subject to the terms and conditions contained therein, we are eligible to receive up to four payments of $5.0 million each from the Existing Landlord over time (the “Landlord Payments”), and rent abatement for the remainder of the lease. In the event that we breach any of the leases and fail to cure such breach within the time permitted under the Lease Amendment Agreement, the Existing Landlord would have no obligation to make the last $5.0 million payment. 

If we did not obtain or waive receipt of an architectural approval and a change of use permit with respect to our proposed new premises at 1315 O’Brien Drive, Menlo Park, California (collectively, the “Use CUPs”) by September 30, 2015, (i) the Existing Landlord would have had no obligation to make the Landlord Payments, (ii) the amendments of the term for the existing leases would have been of no further force or effect, (iii) the period for our delivery of option notices with respect to extended terms in the applicable existing leases would have been extended until October 15, 2015, (iv) the rent abatement would have been terminated and repaid by us, and (v) certain related terms and conditions of the Lease Amendment Agreement would have been of no further force or effect. However, on September 1, 2015,  the permitting process related to the Use CUPs was completed and the related contingencies satisfied. As a result, our rent payments were reduced to zero for the remaining term of our existing Menlo Park facility real property leases, the aggregate of $20.0 million Landlord Payments became receivable, any associated financing obligation was revalued, and the accrual relating to the previously abated rent of $2.1 million was released. In connection with this, future rent expense associated with these leases was reduced to zero and we recorded $23.0 million in “Gain on lease amendments” in the condensed consolidated statements of operations and comprehensive income (loss) during the third quarter of 2015. Of the $20.0 million in Landlord Payments, the first $5.0 million Landlord Payment was received in September 2015, $10.0 million was recorded as a short term receivable in “Prepaid and Other Current Assets” and the final $5.0 million was recorded in “Other Long-term Assets” as of

11

 


 

September 30, 2015. We do not believe that there are any remaining performance obligations relating to the remaining Landlord Payments.  Due to the one-time gain on lease amendments, we recorded our first profitable quarter for our quarter ended September 30, 2015. We do not anticipate that we will otherwise achieve profitability in the near term.

O’Brien Lease Agreement

On July 22, 2015, we entered into a new lease agreement (the “O’Brien Lease”) with respect to 1315 O’Brien Drive, Menlo Park, California (the “O’Brien Premises”). The term of the O’Brien Lease is one hundred thirty-two (132) months, commencing on the date that is the later of April 15, 2016 or the date on which the O’Brien Premises landlord has substantially completed certain shell improvements and tenant improvements.  Base monthly rent shall be abated for the first six (6) months of the lease term and thereafter will be $540,000 per month during the first year of the lease term, with specified annual increases thereafter until reaching $711,000 per month during the last twelve (12) months of the lease term. We are required to pay $2,340,000 in prepaid rent which will be applied to the monthly rent installments due for the first to fourth months, and the operating expenses for the first month, after the rent abatement period. We were also required to establish a deposit of $4.5 million in the form of a letter of credit in October 2015. The landlord is obligated to construct certain shell improvements at the landlord’s cost and expense and provide us with improvement allowances in the amount of $12.6 million.

Under the O’Brien Lease, we expect to pay approximately $80 million in rent and $24 million in operating expenses over the expected lease term.  In addition to the lease payments, we are also required to reimburse the landlord for certain improvement costs in excess of the tenant improvement allowances provided. These improvement costs, along with the costs associated with the anticipated move to the O’Brien Premises, are expected to be substantial in nature.

 

12

 


 

NOTE 8. STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

Equity Offering

During the nine-month period ended September 30, 2015, we issued 240,843 shares of our common stock at an average price of $6.13 per share through our “at-the-market” offering program, resulting in net proceeds of $1.4 million. As of September 30, 2015, $28.5 million of common stock remained available for future sales; however, we are not obligated to make any such sales under this program. 

From October 1, 2015 through November 2, 2015, we issued 2.7 million shares of our common stock at an average price of $7.43 per share through our “at-the-market” offering, resulting in net proceeds of $19.5 million.  

Subject to certain exceptions set forth in our existing Facility Agreement, holders of our Notes may elect to receive 25% of the net proceeds from financing activities that include an equity component as payment of the Notes.  However, holders representing a majority of the aggregate principal amount of the outstanding Notes have waived such right in connection with the issuance and sale of shares of common stock under our current “at-the-market” offering.

Warrants

As of September 30, 2015, we had outstanding warrants to purchase an aggregate of 5,500,000 shares of our common stock, with an exercise price per share of $2.63.

Equity Plans

As of September 30, 2015, we had three active equity compensation plans: the 2010 Equity Incentive Plan, the 2010 Outside Director Equity Incentive Plan, and the 2010 Employee Stock Purchase Plan (“ESPP”).

The following table summarizes stock option activity for all our stock option plans for the nine-month period ended September 30, 2015 (in thousands, except per share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Options Outstanding

 

 

 

 

 

 

 

 

Weighted

 

Shares available

 

Number

 

 

 

 

average

 

for grant

 

of shares

 

Exercise price

 

exercise price

Balances, December 31, 2014

4,874 

 

16,491 

 

$

0.70 – 16.00

 

$

5.10 

Additional shares reserved 

4,435 

 

 

 

 

 

 

 

 

Options granted

(3,028)

 

3,028 

 

 

4.55 – 7.59

 

 

6.34 

Options exercised

—  

 

(438)

 

 

0.70 – 5.18

 

 

2.26 

Options canceled

612 

 

(612)

 

 

1.16 – 15.98

 

 

6.65 

Balances, September 30, 2015

6,893 

 

18,469 

 

$

0.70 – 16.00

 

$

5.32 

 

Shares issued under our ESPP totaled 1,080,913 and 1,325,507 shares during the nine-month periods ended September 30, 2015 and 2014, respectively. As of September 30,  2015,  397,633 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):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three-Month Periods Ended September 30,

 

Nine-Month Periods Ended September 30,

 

 

2015

 

2014

 

2015

 

2014

 

Cost of revenue

$

337 

 

$

218 

 

$

926 

 

$

480 

 

Research and development

 

1,245 

 

 

893 

 

 

3,735 

 

 

2,601 

 

Sales, general and administrative

 

1,656 

 

 

1,341 

 

 

5,152 

 

 

3,863 

 

Total stock-based compensation expense

$

3,238 

 

$

2,452 

 

$

9,813 

 

$

6,944 

 

 

13

 


 

We estimated the fair value of employee stock options on the grant date using the Black-Scholes option pricing model. The estimated fair value of employee stock options is amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the following weighted average assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three-Month Periods Ended September 30,

 

Nine-Month Periods Ended September 30,

 

 

Stock Option

2015

 

2014

 

2015

 

2014

 

 

Expected term in years

6.1

 

6.1

 

6.1

 

6.1

 

 

Expected volatility

70%

 

70%

 

70%

 

70%

 

 

Risk-free interest rate

1.8%

 

1.9%

 

1.6%

 

1.9%

 

 

Dividend yield

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

We estimate the value of employee stock purchase rights on the grant date using the Black-Scholes option pricing model. The fair value of shares to be purchased under our ESPP was estimated using the following assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three-Month Periods Ended September 30,

 

Nine-Month Periods Ended September 30,

 

ESPP

2015

 

2014

 

2015

 

2014

 

Expected term in years

0.5-2.0

 

0.5-2.0

 

0.5-2.0

 

0.5-2.0

 

Expected volatility

70%

 

70%

 

70%

 

70%

 

Risk-free interest rate

0.3%-0.7%

 

0.1%-0.5%

 

0.1%-0.7%

 

0.1%-0.5%

 

Dividend yield

 

 

 

 

 

 

 

 

 

 

 

 

14

 


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q and those in our Annual Report on Form 10-K for the year ended December 31, 2014. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our products, plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties, including statements regarding our expected financial results in future periods. You should read the “Risk Factors” section of this Quarterly Report on Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We design, develop and manufacture the PacBio® RS II Sequencing System to help scientists resolve genetically complex problems. Based on our novel Single Molecule, Real-Time (SMRT®) technology, our products enable: de novo genome assembly to finish genomes in order to more fully identify, annotate and decipher genomic structures; full-length transcript analysis to improve annotations in reference genomes, characterize alternatively spliced isoforms and find novel genes; targeted sequencing to more comprehensively characterize genetic variations; and DNA base modification identification to help characterize epigenetic regulation and DNA damage. Our technology combines very high consensus accuracy and long read lengths with the ability to detect real-time kinetic information.

During September 2013, we entered into a Development, Commercialization and License Agreement (the “Roche Agreement”) with F. Hoffman-La Roche Ltd (“Roche”), pursuant to which we account for, and recognize as revenue, the $35.0 million up-front payment using the proportional performance method over the periods in which the delivery of elements pursuant to the agreement occurs. We recognize revenue using a straight-line convention over the service periods of the deliverables as this method approximates our performance of services pursuant to the contract. In addition to the above upfront payment, the Roche Agreement provides for additional payments totaling up to $40.0 million upon the achievement of certain milestones. During August 2014, we achieved the first such development milestone and we recorded the related $10.0 million as contractual revenue for the quarter ended September 30, 2014. During April 2015 we achieved the second development milestone and we recorded the related $10.0 million as contractual revenue for the quarter ended June 30, 2015. We expect to earn the remaining $20 million associated with the final milestone during the fourth quarter of 2015.

During September 2015, we announced that we had launched a new nucleic acid sequencing platform. The PacBio Sequel™ System provides higher throughput, more scalability, a reduced footprint and lower sequencing project costs compared to the PacBio RS II System, while maintaining the existing benefits of our SMRT Technology. The core of the Sequel System is the capacity of its redesigned SMRT Cells, which contain one million zero-mode waveguides (ZMWs) at launch, compared to 150,000 ZMWs in the PacBio RS II. The Sequel System has been developed as part of our collaboration with R