v3.23.1
Stock-based compensation expense
12 Months Ended
Sep. 30, 2022
Share-based Payment Arrangement [Abstract]  
Stock-based compensation expense Stock-based compensation expense
2018 Equity Incentive Plan
On September 26, 2018, the board of directors adopted the 2018 Equity Incentive Plan (the 2018 Plan) as a successor to the 2013 Stock Plan (the 2013 Plan). The maximum aggregate number of shares that may be issued under the 2018 Plan is 6,856,405 of the Company’s common stock. The number of shares reserved for issuance under the 2018 Plan will be increased automatically on the first day of each fiscal year, following the fiscal year in which the 2018 Plan became effective, by a number equal to the least of 999,900, 4% of the shares of common stock outstanding at that time, or such number of shares determined by the Company’s board of directors. The common shares issuable under the 2018 Plan are
registered pursuant to a registration statement on Form S-8 on November 1, 2018. As of September 30, 2022, a total of 1,142,937 shares of the Company’s common stock have been reserved for issuance under the 2018 Plan.
Any shares subject to outstanding awards under the 2013 Plan that are canceled or repurchased subsequent to the 2018 Plan’s effective date are returned to the pool of shares reserved for issuance under the 2018 Plan. Awards granted under the 2018 Plan may be non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and performance units.
Restricted Stock Units
Restricted stock consists of restricted stock unit awards (RSUs) which have been granted to employees and non-employee directors. The value of an RSU award is based on the Company’s stock price on the date of grant. Employee grants generally vest over four years and non-employee director grants generally vest over one year. Forfeitures of RSUs are recognized as they occur. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company’s common stock.
Activity with respect to the Company’s restricted stock units during the year ended September 30, 2022 is as follows:
(In thousands, except per share data)SharesWeighted average grant date fair value per share
Nonvested shares at October 1, 2021697$73.27 
   Granted1,430$67.30 
   Vested/Issued(377)72.00 
   Forfeited(184)77.23 
Nonvested shares at September 30, 20221,566$67.66 
As of September 30, 2022, there was $92.2 million of total unrecognized compensation cost related to these issuances that is expected to be recognized over a weighted average period of 2.7 years. The total grant date fair value of RSUs awarded during the year ended September 30, 2022 was $96.2 million. The weighted average grant date fair value for RSUs and performance stock units was $113.06 for the year ended September 30, 2021. The weighted average grant date fair value for RSUs was $38.66 for the year ended September 30, 2020.

Performance Stock Units
Performance stock unit awards (“PSUs”) granted to certain employees will vest upon achievement of operational milestones related to the Wilsonville facility, and to Company executives will vest upon achievement of revenue and gross profit metrics as determined by the board, and to certain non-employee consultants will vest upon achievement of operational milestones. Stock compensation expense for PSUs is recorded over the vesting period based on the grant date fair value of the awards and probability of the achievement of specified performance targets. The grant date fair value is equal to the closing share price of the Company’s common stock on the date of grant. For employees, PSUs generally vest over a one to three-year service period following the grant date, provided that the recipient is a Company employee at the time of vesting and the performance targets applicable to each award are achieved. For non-employees, PSUs generally vest over a one to three-year service period following the grant date, provided that the performance targets applicable to each award are achieved. The percentage of PSUs that vest will depend on the achievement of specified performance targets at the end of the performance period and can range from 0% to 150% of the number of units granted. Forfeitures of PSUs are recognized as they occur.

Activity under the PSUs during the year ended September 30, 2022 is summarized below:
(In thousands, except per share data)SharesWeighted average grant date fair value per share
Nonvested shares at October 1, 202110 $128.49 
   Granted621 $78.81 
   Vested/Issued(14)34.35 
   Forfeited(88)85.40 
Nonvested shares at September 30, 2022529 $79.60 
As of September 30, 2022, the unrecognized compensation costs related to these awards was $21.6 million. The Company expects to recognize those costs over a weighted average period of 1.5 years. The total grant date fair value of PSUs awarded during the year ended September 30, 2022 was $49.0 million.
Options
Options are generally granted to employees and were previously granted to non-employee directors. Stock options entitle the holder to purchase, at the end of the vesting term, a specified number of shares of Company common stock at an exercise price per share equal to the closing market price of the common stock on the date of grant. Stock options have a contractual life from the date of the grant and a vesting schedule as established by the board of directors. The maximum term of stock options granted under the 2018 Plan is 10 years and the awards generally vest over a four-year period. Forfeitures of options are recognized as they occur. The fair value of each services based stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically had been a private company and lacked company-specific historical and implied volatility information for its stock. Therefore, it estimated its expected stock price volatility based on the historical volatility of publicly traded peer companies through the period ended September 30, 2022 and utilized the “simplified” method for awards that qualify as “plain-vanilla” options. As determined under the simplified method, the expected term of stock options granted is calculated based on contractual and vesting terms of the option award, the risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award, the expected dividend yield is zero based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.

Options activity during the year ended September 30, 2022 is summarized below:

(In thousands, except per share data)SharesWeighted average exercise price per shareWeighted average remaining contractual term (years)Aggregate intrinsic value
Outstanding at October 1, 20212,875$22.83 7.11$242,291 
Granted223$24.03 9.21$— 
Forfeited(161)35.79 — 
Exercised(484)12.42 $31,918 
Outstanding at September 30, 20222,453$24.67 6.33$33,447 
Nonvested at September 30, 2022581$32.61 7.205,435 
Exercisable1,872$22.20 6.05$28,012 
As of September 30, 2022, the unrecognized compensation costs related to these awards was $12.2 million. The Company expects to recognize those costs over a weighted average period of 1.1 years. The total grant date fair value of stock options awarded during the year ended September 30, 2022 was $15.8 million. The Company recognized a tax benefit of $44.2 million in year ended September 30, 2022. The weighted average grant date fair value of options and performance stock options was $42.80 and $20.76 granted during the years ended September 30, 2021 and 2020, respectively.
The fair value of options granted during the year ended September 30, 2022, were calculated using the weighted average assumptions set forth below:

Year ended
September 30,
2022
Expected term (years)6.0
Expected volatility70.7 %
Risk-free interest rate1.4 %
Dividend yield—%
The fair value of options and performance stock options granted during the years ended September 30, 2021 and 2020, respectively, were calculated using the weighted average assumptions set forth below:
Year ended
September 30,
20212020
Expected term (years)6.16.2
Expected volatility64.4 %62.1 %
Risk-free interest rate1.0 %1.3 %
Dividend yield—%—%

Performance Stock Options

On September 1, 2020, the board of directors approved the implementation of a revised annual equity award program for executive officers, senior level employees and consultants to be granted as performance-based stock options ("PSOs") under the 2018 Plan. The number of PSOs ultimately earned under the awards to executive officers and senior level employees is calculated based on the achievement of a certain total revenue threshold during the fiscal year ending September 30, 2022. The percentage of performance stock options that vest will depend on the board of directors’ determination of total revenue at the end of the performance period and can range from 0% to 150% of the number of options granted. The number of PSOs ultimately earned under the awards to a consultant is calculated based on the achievement of certain operational milestones. The maximum term of performance stock options granted under the 2018 Plan is 10 years for both employees and non-employees. The awards generally vest over a two-year period for executive officers and senior level employees. Awards to non-employees generally vest over a five-year period.

The provisions of the PSO are considered a performance condition, and the effects of that performance condition are not reflected in the grant date fair value of the awards. The Company used the Black-Scholes method to calculate the fair value at the grant date without regard to the vesting condition and will recognize compensation cost for the options that are expected to vest. Forfeitures of PSOs are recognized as they occur. The Company reassesses the probability of the performance condition at each reporting period and adjusts the compensation cost based on the probability assessment. As of September 30, 2022, the Company determined that 293,730 shares are expected to vest based on the probability of the performance condition that will be achieved under this equity award program.

Activity under the PSOs during the year ended September 30, 2022 is summarized below:

(In thousands, except per share data)SharesWeighted average exercise price per shareWeighted average remaining contractual term (years)Aggregate intrinsic value
Outstanding and nonvested at October 1, 2021256$70.62 8.94$9,331 
Granted75$31.29 9.57— 
Forfeited(19)67.85 — — 
Vested (19)31.29— — 
Nonvested at September 30, 2022293$63.27 8.25$222 
Exercisable1931.299.5774 
Outstanding at September 30, 2022312$61.35 8.33$296 

As of September 30, 2022, the unrecognized compensation costs related to these awards was $0.9 million. The Company expects to recognize those costs over a weighted average period of 1.9 years. The total grant date fair value of performance stock options awarded during the year ended September 30, 2022 was $1.5 million. The weighted average grant date fair value was $45.18 and $43.06 for the years ended September 30, 2021 and 2020, respectively.

The fair values of PSOs granted during the year ended September 30, 2022 respectively, were calculated using the weighted average assumptions set forth below:
Year ended
September 30,
2022
Expected term (years)5.9
Expected volatility70.9%
Risk-free interest rate2.8%
Dividend yield—%

Stock-based compensation

Total stock-based compensation expense recognized were as follows:

Year ended
September 30,
(in thousands)202220212020
Cost of revenues$4,587 $2,678 $1,290 
Research and development19,54110,1663,346
Selling, general and administrative54,90524,15412,460
Total stock-based compensation$79,033 $36,998 $17,096 

An immaterial amount of stock-based compensation was capitalized to inventories attributable to employees who support the manufacturing of the Company's products for the year ended September 30, 2022. The balance sheet as of September 30, 2022 includes $0.7 million of stock-based compensation primarily related to implementation of the Company’s lab production software system and order management system, which was capitalized in property and equipment.
The total amount of share-based liabilities settled was $4.6 million for the year ended September 30, 2022. The settlement of the liabilities related entirely to the issuance of contingent consideration associated with the iGenomX acquisition to non-employees only.
2018 Employee Stock Purchase Plan
On September 26, 2018, the board of directors adopted the 2018 Employee Stock Purchase Plan (the 2018 ESPP). A total of 275,225 shares of the Company’s common stock have been reserved for issuance under the 2018 ESPP. The number of shares reserved for issuance under the 2018 ESPP will be increased automatically on the first day of each fiscal year, following the fiscal year in which the 2018 ESPP becomes effective, by a number equal to the least of 249,470 shares, 1% of the shares of common stock outstanding at that time, or such number of shares determined by the Company’s board of directors. The number of shares reserved for issuance as at September 30, 2022 is as follows:

(In thousands)Shares
available
Outstanding at September 30, 2021
355
Additional shares authorized249
Shares issued during the period(97)
Outstanding at September 30, 2022
507

Subject to any plan limitations, the 2018 ESPP allows eligible service providers (through qualified and non-qualified offerings) to contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of the Company’s common stock at a discounted price per share. The offering periods are beginning in February and August of each year, except the initial offering period which commenced with the initial public offering in October 2018 and ended on August 20, 2019. The common shares issuable under the 2018 ESPP were registered pursuant to a registration statement on Form S-8 on November 26, 2018.
Unless otherwise determined by the board of directors, the Company’s common stock will be purchased for the accounts of employees participating in the 2018 ESPP at a price per share that is the lesser of 85% of the fair market value of the Company’s common stock on the first trading day of the offering period, which for the initial offering period is the price at which shares of the Company’s common stock were first sold to the public, or 85% of the fair market value of the
Company’s common stock on the last trading day of the offering period. During the years ended September 30, 2022 and 2021, activity under the 2018 ESPP was immaterial.
401(k) Savings Plan
During 2018, the Company adopted a 401(k) savings plan for the benefit of its employees. In January 2022, the Company modified its plan to include an employer matching contribution. The Company is required to make matching contributions to the 401(k) plan equal to 50% of the first 6% of wages deferred by each participating employee. The Company incurred expenses for employer matching contributions of $2.0 million for the year ended September 30, 2022.
Abveris Acquisition
As discussed further in Note 14 “Business acquisition”, on December 1, 2021, the Company completed the acquisition of AbX Biologics, Inc. and granted certain equity awards to new employees. These equity awards included up to 231,876 restricted shares of the Company’s common stock which are issuable based on achievement of the 2022 calendar revenue target, which had an aggregate grant date fair value of $20.1 million. In addition, all employees must remain employed through the payout date, and certain employees have an additional vesting period of up to two years from the acquisition date. The vesting upon achievement of the 2022 calendar revenue target is considered a performance condition, and the effects of that performance condition are not reflected in the grant date fair value of the awards. The Company used the stock price as of December 1, 2021 for the fair value of restricted shares.

As of September 30, 2022, the Company determined that 177,390 shares are expected to vest based on the probability of the performance condition that will be achieved under this equity award program. The Company reassesses the probability of the performance condition at each reporting period and adjusts the compensation cost based on the probability assessment. The Company recorded approximately $9.9 million in stock-based compensation expense for the year ended September 30, 2022 related to these awards. The grant date fair value was determined to be $87.06 per share for restricted shares. As of September 30, 2022, the unrecognized compensation costs related to these awards were $5.6 million. The Company expects to recognize those costs over a weighted average period of 0.6 years.