Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35756 | |
Entity Registrant Name | NEOGENOMICS, INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 74-2897368 | |
Entity Address, Address Line One | 12701 Commonwealth Drive, | |
Entity Address, Address Line Two | Suite 9, | |
Entity Address, City or Town | Fort Myers, | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33913 | |
City Area Code | (239) | |
Local Phone Number | 768-0600 | |
Title of 12(b) Security | Common stock ($0.001 par value) | |
Trading Symbol | NEO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 117,926,709 | |
Entity Central Index Key | 0001077183 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY) | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 611,970 | $ 228,713 |
Marketable securities, at fair value | 190,710 | 67,546 |
Accounts receivable, net | 102,922 | 106,843 |
Inventories | 21,382 | 29,526 |
Prepaid assets | 11,073 | 11,547 |
Other current assets | 4,675 | 4,555 |
Total current assets | 942,732 | 448,730 |
Property and equipment (net of accumulated depreciation of $98,746 and $92,895, respectively) | 94,315 | 85,873 |
Operating lease right-of-use assets | 50,904 | 45,786 |
Intangible assets, net | 118,195 | 120,653 |
Goodwill | 211,083 | 211,083 |
Restricted cash | 11,119 | 21,919 |
Investment in non-consolidated affiliate | 29,555 | 29,555 |
Loan receivable from non-consolidated affiliate | 10,185 | 0 |
Prepaid lease asset | 21,052 | 20,229 |
Other assets | 5,273 | 4,503 |
Total non-current assets | 551,681 | 539,601 |
Total assets | 1,494,413 | 988,331 |
Current liabilities | ||
Accounts payable | 18,919 | 24,965 |
Accrued compensation | 23,621 | 24,727 |
Accrued expenses and other liabilities | 14,018 | 11,654 |
Current portion of equipment financing obligations | 2,089 | 2,841 |
Current portion of operating lease liabilities | 5,111 | 4,967 |
Pharma contract liabilities | 3,992 | 4,029 |
Total current liabilities | 67,750 | 73,183 |
Long-term liabilities | ||
Convertible senior notes, net | 530,378 | 168,120 |
Long-term debt, net | 683 | 967 |
Operating lease liabilities | 46,437 | 42,296 |
Deferred income tax liabilities, net | 1,744 | 5,415 |
Other long-term liabilities | 3,707 | 4,056 |
Total long-term liabilities | 582,949 | 220,854 |
Total liabilities | 650,699 | 294,037 |
Stockholders’ equity | ||
Common stock, $0.001 par value, (250,000,000 shares authorized; 117,136,654 and 112,075,474 shares issued and outstanding, respectively) | 117 | 112 |
Additional paid-in capital | 872,350 | 701,357 |
Accumulated other comprehensive (loss) income | (150) | 10 |
Accumulated deficit | (28,603) | (7,185) |
Total stockholders’ equity | 843,714 | 694,294 |
Total liabilities and stockholders' equity | $ 1,494,413 | $ 988,331 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 98,746 | $ 92,895 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 117,136,654 | 112,075,474 |
Common stock, shares outstanding | 117,136,654 | 112,075,474 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total revenue | $ 115,533 | $ 106,030 |
COST OF REVENUE | 73,959 | 59,661 |
Total gross profit | 41,574 | 46,369 |
Operating expenses: | ||
General and administrative | 40,476 | 36,344 |
Research and development | 2,456 | 2,060 |
Sales and marketing | 13,749 | 13,258 |
Total operating expenses | 56,681 | 51,662 |
Loss from operations | (15,107) | (5,293) |
Interest expense, net | 1,177 | 819 |
Other expense (income), net | 4,854 | (223) |
Loss before taxes | (21,138) | (5,889) |
Income tax expense | 976 | 1,089 |
Net loss | $ (22,114) | $ (6,978) |
NET LOSS PER SHARE | ||
Basic (in dollars per share) | $ (0.19) | $ (0.07) |
Diluted (in dollars per share) | $ (0.19) | $ (0.07) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||
Basic (in shares) | 116,199 | 104,484 |
Diluted (in shares) | 116,199 | 104,484 |
Clinical Services | ||
Total revenue | $ 96,487 | $ 92,982 |
Total gross profit | 34,922 | 44,059 |
Pharma Services | ||
Total revenue | 19,046 | 13,048 |
Total gross profit | $ 6,652 | $ 2,310 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
NET LOSS | $ (22,114) | $ (6,978) |
OTHER COMPREHENSIVE LOSS: | ||
Net unrealized loss on marketable securities, net of tax | (160) | 0 |
Unrealized loss on effective cash flow hedge, net of tax | 0 | (1,038) |
Total other comprehensive loss, net of tax | (160) | (1,038) |
COMPREHENSIVE LOSS | $ (22,274) | $ (8,016) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (22,114) | $ (6,978) | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 6,680 | 6,240 | |
Amortization of intangibles | 2,458 | 2,452 | |
Non-cash stock-based compensation | 2,653 | 2,186 | |
Non-cash operating lease expense | 1,862 | 2,021 | |
Amortization of convertible debt discount | 593 | 0 | |
Amortization of debt issue costs | 43 | 70 | |
Unrealized loss on investment in non-consolidated affiliate | 5,024 | 0 | |
Interest receivable on loan receivable from non-consolidated affiliate | (209) | 0 | |
Write-off of COVID-19 PCR testing inventory and equipment | 6,061 | 0 | |
Other non-cash items | 548 | 17 | |
Changes in assets and liabilities, net | |||
Accounts receivable, net | 3,921 | (5,722) | |
Inventories | 2,845 | (5,348) | |
Prepaid lease asset | (823) | (3,316) | |
Prepaid and other assets | (794) | 254 | |
Accounts payable, accrued and other liabilities | (6,538) | 1,191 | |
Net cash provided by (used in) operating activities | 2,210 | (6,933) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of marketable securities | (137,776) | 0 | |
Proceeds from sales and maturities of marketable securities | 13,919 | 0 | |
Purchases of property and equipment | (15,831) | (4,708) | |
Business acquisition | 0 | (37,000) | |
Loan receivable from non-consolidated affiliate | (15,000) | 0 | |
Net cash used in investing activities | (154,688) | (41,708) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Repayment of equipment financing obligations | (1,091) | (1,598) | |
Repayment of term loan | 0 | (1,250) | |
Issuance of common stock, net | 2,617 | 3,465 | |
Proceeds from issuance of convertible debt, net of issuance costs | 334,410 | 0 | |
Premiums paid for capped call confirmations | (29,291) | 0 | |
Proceeds from equity offering, net of issuance costs | 218,290 | 0 | |
Net cash provided by financing activities | 524,935 | 617 | |
Net change in cash, cash equivalents and restricted cash | 372,457 | (48,024) | |
Cash, cash equivalents and restricted cash, beginning of period | 250,632 | 173,016 | $ 173,016 |
Cash, cash equivalents and restricted cash, end of period | 623,089 | 124,992 | 250,632 |
Cash and cash equivalents | 611,970 | 86,254 | 228,713 |
Restricted cash | 11,119 | 38,738 | $ 21,919 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 41 | 1,136 | |
Income taxes (refunded) paid, net | (49) | 2 | |
Supplemental disclosure of non-cash investing and financing information: | |||
Property and equipment included in accounts payable | $ 2,081 | $ 1,844 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2019 | 104,781,236 | |||||||
Beginning balance at Dec. 31, 2019 | $ 507,408 | $ 105 | $ 520,278 | $ (1,618) | $ (11,357) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issuance ESPP Plan (in shares) | 34,330 | |||||||
Common stock issuance ESPP Plan | 796 | 796 | ||||||
Issuance of restricted stock, net of forfeitures (in shares) | 76,618 | |||||||
Issuance of restricted stock, net of forfeitures | (212) | (212) | ||||||
Stock issuance fees and expenses | (15) | (15) | ||||||
Issuance of common stock for stock options (in shares) | 503,873 | |||||||
Issuance of common stock for stock options | 2,897 | 2,897 | ||||||
ESPP expense | 194 | 194 | ||||||
Stock-based compensation expense - options and restricted stock | 1,991 | 1,991 | ||||||
Unrealized loss on effective cash flow hedge, net of tax | (1,038) | (1,038) | ||||||
Net unrealized loss on marketable securities, net of tax | 0 | |||||||
Net loss | (6,978) | (6,978) | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 105,396,057 | |||||||
Ending balance at Mar. 31, 2020 | 505,043 | $ 105 | 525,929 | (2,656) | (18,335) | |||
Beginning balance (in shares) at Dec. 31, 2019 | 104,781,236 | |||||||
Beginning balance at Dec. 31, 2019 | $ 507,408 | $ 105 | 520,278 | (1,618) | (11,357) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accounting Standards Update [Extensible List] | neo:AccountingStandardsUpdate202006Member | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 112,075,474 | |||||||
Ending balance at Dec. 31, 2020 | $ 694,294 | $ (22,575) | $ 112 | 701,357 | $ (23,271) | 10 | (7,185) | $ 696 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Premiums paid for capped call confirmations | (29,291) | (29,291) | ||||||
Common stock issuance ESPP Plan (in shares) | 23,917 | |||||||
Common stock issuance ESPP Plan | 1,024 | 1,024 | ||||||
Issuance of restricted stock, net of forfeitures (in shares) | 83,220 | |||||||
Issuance of restricted stock, net of forfeitures | (614) | (614) | ||||||
Stock issuance fees and expenses | $ (242) | (242) | ||||||
Issuance of common stock for stock options (in shares) | 260,167 | 260,167 | ||||||
Issuance of common stock for stock options | $ 2,239 | 2,239 | ||||||
Issuance of common stock - public offering, net of underwriting discounts (in shares) | 4,693,876 | |||||||
Issuance of common stock - public offering, net of underwriting discounts | 218,500 | $ 5 | 218,495 | |||||
ESPP expense | 241 | 241 | ||||||
Stock-based compensation expense - options and restricted stock | 2,412 | 2,412 | ||||||
Net unrealized loss on marketable securities, net of tax | (160) | (160) | ||||||
Net loss | (22,114) | (22,114) | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 117,136,654 | |||||||
Ending balance at Mar. 31, 2021 | $ 843,714 | $ 117 | $ 872,350 | $ (150) | $ (28,603) |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Nature of the Business Nature of the Business NeoGenomics, Inc., a Nevada corporation, and its subsidiaries (the “Parent”, “Company”, or “NeoGenomics”), operates as a certified, high complexity clinical laboratory in accordance with the federal government’s CLIA, and is dedicated to the delivery of clinical diagnostic services to pathologists, oncologists, urologists, hospitals, and other laboratories as well as providing clinical trial services to pharmaceutical firms. COVID-19 Pandemic Update In December 2019, a novel strain of coronavirus (“COVID-19”) was identified and the disease has since spread across the world, including the United States (“U.S.”). In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The outbreak of the pandemic is materially adversely affecting the Company’s employees, patients, communities and business operations, as well as the U.S. economy and financial markets. The full extent to which the COVID-19 outbreak will impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. As the COVID-19 pandemic continues, the Company’s results of operations, financial condition and cash flows are likely to continue to be materially adversely affected, particularly if the pandemic continues to persist for a significant amount of time. The Company anticipates that the cash on hand, marketable securities and cash collections are sufficient to fund near-term capital and operating needs for at least the next 12 months. At the end of the first quarter 2021, due to the broad roll-out of the COVID-19 vaccine and a sharp decline in COVID-19 polymerase chain reaction (“PCR”) testing demand, the Company made the decision to exit COVID-19 PCR testing and the Company recorded a $6.1 million expense related to the exit from COVID-19 PCR testing. This amount consisted of write-offs of $5.3 million for all remaining COVID-19 PCR testing inventory recorded to cost of revenue and $0.8 million for all remaining COVID-19 PCR testing laboratory equipment recorded to general and administrative expenses on the Consolidated Statements of Operations . Coronavirus Aid, Relief and Economic Security Act The Federal government passed legislation and the President of the United States signed into law on March 27, 2020, known as the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). On April 10, 2020, the U.S. Department of Health & Human Services announced that Medicare-enrolled providers would receive a portion of a direct deposit disbursement totaling $50 billion. The $50 billion is part of a $100 billion Public Health and Social Service Emergency Fund created by the CARES Act. Payments made under the CARES Act are intended to reimburse healthcare providers for health care related expenses or lost revenues attributable to COVID-19 and are not required to be repaid provided that recipients attest to and comply with certain terms and conditions, including limitations on balance billing for COVID-19 patients. In the absence of specific guidance to account for government grants in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company accounts for such grants in accordance with international accounting standards for government grants. Such amounts are recognized when there is reasonable assurance that the Company will (1) comply with the conditions associated with the grant and (2) receive the grant. The CARES Act permits the deferral of payment of the employer portion of social security taxes between March 27, 2020 and December 31, 2020, with 50% of the deferred amount due on December 31, 2021 and the remaining 50% due on December 31, 2022. As of March 31, 2021 and December 31, 2020 the total accrued deferred social security taxes, related to the CARES Act was $5.9 million. At both March 31, 2021 and December 31, 2020 this amount was recorded evenly between accrued expenses and other liabilities and other long-term liabilities on the Consolidated Balance Sheets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying interim Consolidated Financial Statements are unaudited and have been prepared in accordance with GAAP for interim financial information. All intercompany transactions and balances have been eliminated in the accompanying Consolidated Financial Statements. The accounting policies of the Company are the same as those set forth in Note 2. Summary of Significant Accounting Policies, to the audited Consolidated Financial Statements contained in the Company’s annual report on Form 10-K for the year ended December 31, 2020, except for Stock-Based Compensation, Income Taxes and the impact of the adoption of new accounting standards discussed under Recently Adopted Accounting Guidance. Unaudited Interim Financial Information Certain information and footnote disclosures normally included in the Company’s annual audited Consolidated Financial Statements and accompanying notes have been condensed or omitted in these accompanying interim consolidated financial statements and footnotes. Accordingly, the accompanying interim Consolidated Financial Statements included herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2020. The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for any future periods. In the opinion of management, these unaudited Consolidated Financial Statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. Use of Estimates The Company prepares its Consolidated Financial Statements in conformity with GAAP. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the Consolidated Financial Statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these Consolidated Financial Statements include, but are not limited to those related to revenues, accounts receivable and related allowances, contingencies, useful lives and recovery of long-term assets and intangible assets, income taxes and valuation allowances, stock-based compensation and impairment analysis of goodwill. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected on the Consolidated Financial Statements prospectively from the date of the change in estimate. Stock-Based Compensation The Company measures compensation expense for stock-based awards to employees, non-employee contracted physicians, and directors based upon the awards’ initial grant-date fair value. The estimated grant-date fair value of the award is recognized as expense over the requisite service period using the straight-line method. Prior to 2021, the Company estimated the fair value of stock options using a trinomial lattice model. On January 1, 2021, the Company began applying the Black-Scholes option valuation model (“Black-Scholes”) on a prospective basis to new awards. The Company expects the use of Black-Scholes to provide a more ubiquitous estimate of fair value. Like the prior trinomial lattice model, Black-Scholes is affected by the stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free interest rate, the expected volatility of common stock, and expected dividend yield, each of which is more fully described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value. Expected Term: The expected term of an option is the period of time that the option is expected to be outstanding. The average expected term is determined using the Black-Scholes model. Risk-free Interest Rate: The risk-free interest rate used in the Black-Scholes model is based on the implied yield at the grant date of the U.S. Treasury zero-coupon issue with an equivalent term to the stock-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero coupon interest rate is quoted, the Company uses the nearest interest rate from the available maturities. Expected Stock Price Volatility: The Company uses its own historical weekly volatility because that is more reflective of market conditions. Dividend Yield: Because the Company has never paid a dividend and does not expect to begin doing so in the foreseeable future, the Company assumed no dividend yield in valuing the stock-based awards. Income Taxes Deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. Temporary differences between financial and tax reporting arise primarily from the use of different depreciation methods and lives for property and equipment, recognition of accounts receivable, compensation related expenses, and various other expenses that have been allowed for or accrued for financial statement purposes but are not currently deductible for income tax purposes. The provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowances deemed necessary to recognize deferred tax assets at an amount that is more likely than not to be realized. Management assesses the recoverability of its deferred tax assets as of the end of each quarter, weighing available positive and negative evidence, and is required to establish and maintain a valuation allowance for these assets if it is more likely than not that some or all of the deferred income tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which the evidence can be objectively verified. If negative evidence exists, positive evidence is necessary to support a conclusion that a valuation allowance is not needed. As of December 31, 2020, expected future reversals of the Company’s deferred income tax liabilities provided objectively verifiable positive evidence to support the recoverability of its deferred tax assets. However, on January 1, 2021, the Company adopted A SU 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 (“ASU 2020-06”) using the modified retrospective approach, which resulted in a decrease of approximately $6.6 million in the Company’s deferred income tax liabilities. In addition, approximately $2 million of valuation allowance against the Company’s deferred income tax assets was established upon adoption of ASU 2020-06, resulting from the decrease in deferred income tax liabilities available to support the recoverability of deferred tax assets. The valuation allowance represents the portion of the Company’s U.S. deferred income tax assets that are not more likely than not to be realized in future periods, primarily related to Federal and California research and development tax credit carryforwards. A cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome. Cumulative loss in recent years is commonly defined as a three-year cumulative loss position. As of March 31, 2021, the Company’s U.S. operations were in a three-year cumulative loss position. Management determined that sufficient objectively verifiable positive evidence did not exist to overcome the negative evidence of the Company’s U.S. cumulative loss position. Accordingly, the Company’s estimated annual effective tax rate applied to the Company’s pre-tax loss for the three months ended March 31, 2021 included the unfavorable impact of valuation allowance expected to be established against the Company’s deferred income tax assets expected to be created in 2021 for additional the U.S. net operating loss and tax credit carryforwards. As of March 31, 2021, the Company’s total valuation allowance against U.S. deferred income tax assets was approximately $9.3 million. The Company also continued to maintain a full valuation allowance against deferred tax assets in Switzerland, Singapore and China, which increased from $2.6 million as of December 31, 2020 to $3 million as of March 31, 2021. The Company evaluates tax positions that have been taken or are expected to be taken in its tax returns, and records a liability for uncertain tax positions, if deemed necessary. The Company follows a two-step approach to recognizing and measuring uncertain tax positions. First, tax positions are recognized if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. Second, the tax position is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying Consolidated Balance Sheets. At March 31, 2021 and December 31, 2020 the Company had an uncertain tax position related to Federal and State R&D tax credit carryforwards, including a provision for interest and penalties related to such position. No interest and penalties have been accrued, as the income tax credits are carried forward to offset income tax liabilities in future years. Recently Adopted Accounting Guidance In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements , which updates various codification topics by clarifying disclosure requirements to align with the SEC ’ 's regulations. The Company adopted this pronouncement on January 1, 2021 and the impact of the provisions of this standard on its Consolidated Financial Statements was immaterial. In August 2020, the FASB issued 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 (“ASU 2020-06”) which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity ’ s own equity. Among other changes, ASU 2020-06 simplifies the accounting for convertible instruments by removing the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such convertible debt instruments. Similarly, the debt discount, that is equal to the carrying value of the embedded conversion feature upon issuance, will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging , or (2) a convertible instrument was issued at a substantial premium. In addition, ASU 2020-06 requires the application of the if-converted method for calculating the impact of convertible instruments on diluted earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. ASU 2020-06 can be adopted on either a fully retrospective or modified retrospective basis. The Company adopted ASU 2020-06 on January 1, 2021 using the modified retrospective approach, and accordingly the Company recorded an adjustment that reflects the 1.25% Convertible Senior Notes due 2025 as if the embedded conversion feature had not been separated. The impact upon adoption on the Consolidated Balance Sheets included an increase of approximately $27.2 million in convertible senior notes, net, a write-off of approximately $6.6 million in deferred income tax liabilities, establishment of approximately $2 million of valuation allowance against deferred income tax assets, and a decrease of approximately $23.3 million in additional paid-in capital. In addition, upon adoption, there was an adjustment to increase the beginning balance of retained earnings on the Consolidated Balance Sheets for previously recognized interest expense, net of tax effects, of approximately $2.7 million for amortization of debt discount related to the carrying value of the embedded conversion feature upon issuance, as well as a decrease to the beginning balance of retained earnings of approximately $2 million for the establishment of valuation allowance against the Company's deferred income tax assets. There was no impact to the Company ’ s earnings per share calculation. See Note 7. Debt for further information regarding the 1.25% Convertible Senior Notes due 2025. In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (“Topic 321”), Investments-Equity Method and Joint Ventures (“Topic 323”) and Derivatives and Hedging (“Topic 815”) (collectively, “ ASU 2020-01 ” ). ASU 2020-01 clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for the equity method investments in Topic 323 and the accounting for certain forward contracts and purchased options in Topic 815. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020 on a prospective basis and early adoption was permitted. The Company adopted ASU 2020-01 on January 1, 2021 and there was no impact from the provisions of this standard on its Consolidated Financial Statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (“Topic 740”) , which simplifies the accounting for income taxes, eliminates certain exceptions within Topic 740 and clarifies certain other aspects of the current guidance to promote consistency among reporting entities. The new standard is effective for fiscal years beginning after December 15, 2020 on a prospective basis and early adoption is permitted. The Company adopted this pronouncement on January 1, 2021 and the impact of the provisions of this standard on its Consolidated Financial Statements was immaterial. Accounting Pronouncements Pending Adoption In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ( “ ASU 2020-04 ” ) which provides for temporary optional expedients and exceptions to the current guidance on certain contract modifications and hedging relationships to ease the burdens related to the expected market transition from the London Inter-bank Offered Rate ( “ LIBOR ” ) or other reference rates to alternative reference rates. In January 2021, the FASB issued ASU No. 2021-01 , Reference Rate Reform (Topic 848) ( “ ASU 2021-01 ” ) to clarify that certain optional expedients and exceptions apply to modifications of derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements, and for calculating price alignment interest. ASU 2020-04 is effective beginning on March 12, 2020 and may be applied prospectively to such transactions through December 31, 2022 and ASU 2021-01 is effective beginning on January 7, 2021 and may be applied retrospectively or prospectively to such transactions through December 31, 2022. The Company will evaluate transactions or contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. As of March 31, 2021, there was no impact to the Company’s Consolidated Financial Statements related to ASU 2020-04 or ASU 2021-01. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable. Level 1: Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily-available pricing sources for comparable instruments. Level 3: Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The Company measures certain financial assets at fair value on a recurring basis, including its marketable securities and certain cash equivalents. The Company considers all securities available-for-sale, including those with maturity dates beyond 12 months, and therefore these securities are classified within current assets on the consolidated balance sheets as they are available to support current operational liquidity needs. The money market accounts are valued based on quoted market prices in active markets. The marketable securities are generally valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as interest rates and yield curves) based on information provided by independent third-party pricing entities, except for U.S. Treasury securities which are valued based on quoted market prices in active markets. The following tables set forth the amortized cost, gross unrealized gains, gross unrealized losses and fair values of the Company’s marketable securities accounted for as available-for-sale securities as of March 31, 2021 and December 31, 2020. March 31, 2021 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 51,745 $ 1 $ (43) $ 51,703 Commercial paper 22,187 — — 22,187 Asset-backed securities 21,612 — (15) 21,597 Corporate bonds 95,371 — (148) 95,223 Total $ 190,915 $ 1 $ (206) $ 190,710 December 31, 2020 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 21,357 $ 1 $ (18) $ 21,340 Commercial paper 14,543 — — 14,543 Asset-backed securities 14,546 — (8) 14,538 Corporate bonds 17,144 — (19) 17,125 Total $ 67,590 $ 1 $ (45) $ 67,546 The Company had $0.5 million and $0.2 million of accrued interest receivable at March 31, 2021 and December 31, 2020, respectively, included in other current assets on its Consolidated Balance Sheets related to its marketable securities. Realized gains or losses on marketable securities for the three months ended March 31, 2021 were immaterial. There were no realized gains or losses on marketable securities for the three months ended March 31, 2020. The following tables set forth the fair value of available-for-sale marketable securities by contractual maturity at March 31, 2021 and December 31, 2020. March 31, 2021 (in thousands) One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 9,113 $ 42,590 $ — $ 51,703 Commercial paper 22,187 — — 22,187 Asset-backed securities 451 21,146 — 21,597 Corporate bonds 23,282 71,941 — 95,223 Total $ 55,033 $ 135,677 $ — $ 190,710 December 31, 2020 (in thousands) One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 6,075 $ 15,265 $ — $ 21,340 Commercial paper 14,543 — — 14,543 Asset-backed securities 560 13,978 — 14,538 Corporate bonds 5,863 11,262 — 17,125 Total $ 27,041 $ 40,505 $ — $ 67,546 The following tables set forth the Company’s cash equivalents and marketable securities accounted for as available-for-sale securities that were measured at fair value on a recurring basis based on the fair value hierarchy as of March 31, 2021 and December 31, 2020. March 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 570,782 $ — $ — $ 570,782 Commercial paper — 17,795 — 17,795 Marketable securities: U.S. Treasury securities 51,703 — — 51,703 Commercial paper — 22,187 — 22,187 Asset-backed securities — 21,597 — 21,597 Corporate bonds — 95,223 — 95,223 Total $ 622,485 $ 156,802 $ — $ 779,287 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 209,141 $ — $ — $ 209,141 U.S. Treasury securities 1,000 — — 1,000 Commercial paper — 3,999 — 3,999 Marketable securities: U.S. Treasury securities 21,340 — — 21,340 Commercial paper — 14,543 — 14,543 Asset-backed securities — 14,538 — 14,538 Corporate bonds — — 17,125 — 17,125 Total $ 231,481 $ 50,205 $ — $ 281,686 There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for the three months ended March 31, 2021 and March 31, 2020. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis The carrying value of cash and cash equivalents, accounts receivable, net, accounts payable, accrued expenses and other liabilities, and other current assets and liabilities, are considered reasonable estimates of their respective fair values at March 31, 2021 and December 31, 2020 due to their short-term nature. The Company also measures certain non-financial assets at fair value on a nonrecurring basis, primarily intangible assets, goodwill, and long-lived assets in connection with periodic evaluations for potential impairment. The Company estimates the fair value of these assets using primarily unobservable inputs and, as such, these are considered Level 3 fair value measurements. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases As of March 31, 2021, the maturities of our operating lease liabilities and a reconciliation to the present value of lease liabilities were as follows (in thousands): Remaining Lease Payments Remainder of 2021 $ 5,480 2022 7,150 2023 7,071 2024 7,179 2025 4,381 Thereafter 34,230 Total remaining lease payments 65,491 Less: imputed interest (13,943) Total operating lease liabilities 51,548 Less: current portion (5,111) Long-term operating lease liabilities $ 46,437 Weighted-average remaining lease term (in years) 10.95 Weighted-average discount rate 4.2 % The following summarizes additional supplemental data related to operating leases (in thousands): Three Months Ended March 31, 2021 2020 Operating lease costs $ 2,305 $ 2,105 Three Months Ended March 31, 2021 2020 Right-of-use assets obtained in exchange for operating lease liabilities $ 6,580 $ 24,071 Cash paid for operating leases $ 2,678 $ 1,553 Lease contracts that have been executed but have not yet commenced are excluded from the tables above. As of March 31, 2021 the Company has entered into $33.8 million of contractually binding minimum lease payments for leases executed but not yet commenced. This amount primarily relates to the lease of the laboratory and headquarters facility in Fort Myers, Florida that is expected to commence in 2021. In addition to the minimum lease payments, the Company will pay approximately $25 million relating to the construction of the underlying assets and approximately $17 million in leasehold improvements. These amounts were placed into separate construction disbursement escrow accounts and as of March 31, 2021, $11.1 million was unpaid and remaining in restricted cash on the Consolidated Balance Sheets. Disbursements to the landlord take place from time to time to pay for the costs of the landlord’s work. The disbursements are classified as a prepaid lease asset or leasehold improvements, as appropriate, until the lease commences. Upon lease commencement, the prepaid lease asset will be included in the calculation of the right-of-use asset and the leasehold improvements will be placed in service. Construction of the infrastructure of this facility commenced in the first quarter of 2020. The Company is not expected to control the underlying assets during the construction period and therefore is not considered the owner of the underlying assets for accounting purposes. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill as of March 31, 2021 and December 31, 2020 was $211.1 million. There was no change in the carrying amount of goodwill during the three months ended March 31, 2021. Intangible assets consisted of the following as of (in thousands): March 31, 2021 Amortization Cost Accumulated Net Customer Relationships 84-180 months $ 143,101 $ 38,353 $ 104,748 Trade Name - Indefinite lived — 13,447 — 13,447 Total $ 156,548 $ 38,353 $ 118,195 December 31, 2020 Amortization Cost Accumulated Net Customer Relationships 84 - 180 months $ 143,101 $ 35,895 $ 107,206 Trade Name - Indefinite lived — 13,447 — 13,447 Total $ 156,548 $ 35,895 $ 120,653 The Company recorded approximately $2.5 million straight-line amortization expense of intangible assets for each of the three months ended March 31, 2021 and 2020. The Company records amortization expense within general and administrative expense on the Consolidated Statement of Operations. The estimated amortization expense related to amortizable intangible assets for each of the four succeeding fiscal years and thereafter as of March 31, 2021 is as follows (in thousands): Remainder of 2021 $ 7,373 2022 9,832 2023 9,832 2024 9,832 2025 9,832 Thereafter 58,047 Total $ 104,748 |
Investment in Non-consolidated
Investment in Non-consolidated Affiliate | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Non-Consolidated Affiliate | Investment in Non-Consolidated Affiliate On May 22, 2020, the Company formed a strategic alliance with Inivata Limited, a company incorporated in England and Wales (“Inivata”), and entered into a Strategic Alliance Agreement and Laboratory Services Agreement with Inivata's laboratory subsidiary in the U.S., Inivata, Inc., whereas Inivata’s laboratory will render and perform certain laboratory testing which the Company will make available to customers. The terms and conditions of the Laboratory Services Agreement are consistent with those that would be negotiated between willing parties on an arm’s length basis. See Note 12. Related Party Transactions, for additional details on amounts paid related to the Laboratory Services Agreement. In addition to the Laboratory Services Agreement, the Company also entered into an Investment Agreement with Inivata (the “Investment Agreement”), pursuant to which the Company acquired Series C1 Preference Shares (the “Preference Shares”) for $25 million in cash (the “Investment”) resulting in a minority interest in Inivata’s outstanding equity and an Option Deed which provides the Company with an option to purchase Inivata (the “Purchase Option”). The Investment Agreement also granted the Company one seat on Inivata’s Board of Directors. Inivata is a VIE and the Company’s investment is under 20% of the total equity outstanding. The Company considers qualitative factors in assessing the primary beneficiary of the VIE which include understanding the purpose and design of the VIE, associated risks that the VIE creates, activities that could be directed by the Company, and the expected relative impact of those activities on the economic performance of the VIE. Based on an evaluation of these factors, the Company concluded that it is not the primary beneficiary of Inivata. The power to control the activities that most significantly impact Inivata’s economic performance are the sole responsibility of Inivata’s management and Board of Directors; however, the Company does have significant influence over Inivata. As the Preference Shares were determined to not be in-substance common stock, and because the Preference Shares and the Purchase Option do not have readily determinable fair values, the Company has elected to measure the Preference Shares and the Purchase Option at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. On May 22, 2020, the initial $25 million cost and $0.6 million of associated transaction costs for the Investment was allocated between the Preference Shares and the Purchase Option based on the relative fair value of each and was recorded as investment in non-consolidated affiliate on the Consolidated Balance Sheets. The initial relative fair value of the investment in non-consolidated affiliate was comprised of $19.6 million in Preference Shares and a $6 million Purchase Option. The Preference Shares were valued by determining the equity value of Inivata using the Backsolve Method and allocating the value of the Preference Shares using the Option-Pricing Method and the inputs used included the equity value based on the Series C1 capital raised by Inivata, a volatility rate of 84%, a risk-free interest rate of 0.17% and 0% dividend yield. The Purchase Option was valued using the Black-Scholes model with a volatility rate of 84%, a risk-free interest rate of 0.17% and 0% dividend yield. During the fourth quarter of 2020, an observable transaction of an identical investment in Inivata Preference Shares occurred. This resulted in a remeasurement of the Preference Shares to the value of this observable transaction. The Purchase Option was also remeasured at fair value as a result of this observable transaction. As a result of these remeasurements, at December 31, 2020, the carrying value of the investment in non-consolidated affiliate was $29.6 million, comprised of $25 million in Preference Shares and a $4.6 million Purchase Option. The Company recorded a net unrealized gain of $4 million for these remeasurements for the year ended December 31, 2020 in other expense (income), net on the Consolidated Statements of Operations. At December 31, 2020, the Purchase Option was valued using the Black-Scholes model with a volatility rate of 84%, a risk-free interest rate of 0.17% and 0% dividend yield. On May 22, 2020, the Company and Inivata also entered into a line of credit agreement in the amount of $15 million (the “Line of Credit”). In January 2021, the Line of Credit, in its entirety, was drawn by Inivata and recorded as a loan receivable from non-consolidated affiliate on the Consolidated Balance Sheets. The Line of Credit matures on December 1, 2025 and the unpaid principal balance is payable on January 1, 2026. The Line of Credit bears interest at 0% per annum. In January 2021, upon the draw of the Line of Credit by Inivata, the Company used an imputed interest rate of 8.33% to present value the Line of Credit. The Company recorded an imputed interest rate discount of $5 million on the loan receivable from non-consolidated affiliate and an additional investment in non-consolidated affiliate of $5 million, resulting in a $10 million present value of the loan receivable from non-consolidated affiliate and increasing the value of the Preference Shares to $30 million. For the three months ended March 31, 2021, $0.2 million of interest income was amortized to the loan receivable from non-consolidated affiliate. The interest income was recorded in interest expense, net, on the Consolidated Statements of Operations. As of March 31, 2021, the loan receivable from non-consolidated affiliate, net of discount, was $10.2 million on the Consolidated Balance Sheets. In the first quarter of 2021, subsequent to Inivata's draw on the Line of Credit, an observable transaction of an identical investment in Inivata Preference Shares occurred. This resulted in a remeasurement of the Preference Shares to the value of this observable transaction. The Company recorded a net unrealized loss of $5 million for this remeasurement for the three months ended March 31, 2021 in other expense (income), net on the Consolidated Statements of Operations. As of March 31, 2021, the carrying value of the investment in non-consolidated affiliate is $29.6 million, comprised of $25 million in Preference Shares and a $4.6 million Purchase Option. The Line of Credit is subject to evaluation for current expected credit losses. The impact of such losses were determined to be immaterial at March 31, 2021. There were no such amounts recorded on the Consolidated Balance Sheets as of December 31, 2020. At March 31, 2021, the maximum exposure to losses does not exceed the carrying amount of the investment in non-consolidated affiliate combined with the carrying amount of the loan receivable from non-consolidated affiliate. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the long-term debt, net at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 0.25% Convertible Senior Notes due 2028 Principal $ 345,000 $ — Unamortized debt discount (10,049) — Unamortized debt issuance costs (233) — Total 0.25% Convertible Senior Notes due 2028 $ 334,718 $ — 1.25% Convertible Senior Notes due 2025 Principal $ 201,250 $ 201,250 Unamortized debt discount (4,974) (32,592) Unamortized debt issuance costs (616) (538) Total 1.25% Convertible Senior Notes due 2025 $ 195,660 $ 168,120 Equipment financing obligations 2,772 3,808 Total debt $ 533,150 $ 171,928 Less: Current portion of financing obligations (2,089) (2,841) Total long-term debt, net $ 531,061 $ 169,087 At March 31, 2021, the estimated fair values (Level 2) of the 0.25% Convertible Senior Notes due 2028 and the 1.25% Convertible Senior Notes due 2025 were $301.7 million and $339.2 million, respectively. There was no such estimated fair value as of December 31, 2020 related to the 0.25% Convertible Senior Notes due 2028. At December 31, 2020, the estimated fair value (Level 2) of the 1.25% Convertible Senior Notes due 2025 was $320.9 million. At March 31, 2021 and December 31, 2020, the carrying value of the Company’s equipment financing obligations approximated fair value based on the current market conditions for similar instruments. 2028 Convertible Senior Notes On January 11, 2021, the Company completed the sale of $345 million of Convertible Senior Notes with a stated interest rate of 0.25% and a maturity date of January 15, 2028 (the “2028 Convertible Notes”), unless earlier converted, redeemed, or repurchased. The 2028 Convertible Notes were issued at a discounted price of 97% of their principal amount. The total net proceeds from the issuance of the 2028 Convertible Notes and exercise of the Over-allotment Option was approximately $334.4 million, which includes approximately $10.6 million of discounts, commissions and offering expenses paid by the Company. On January 11, 2021 the Company entered into an Indenture (the “Indenture”), with U.S. Bank National Association, as trustee (the “Trustee”), governing the 2028 Convertible Notes. The Company used a portion of the net proceeds from the Offerings to enter into capped call transactions (as described below under the heading “Capped Call Transactions”). Prior to September 15, 2027, noteholders may convert their 2028 Convertible Notes at their option, only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2028 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after September 15, 2027 until the close of business on the second business day immediately preceding the maturity date, noteholders may convert their 2028 Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at its election. The initial conversion rate for the 2028 Convertible Notes is 15.1172 shares of common stock per $1,000 in principal amount of 2028 Convertible Notes, equivalent to an initial conversion price of approximately $66.15 per share of common stock. The conversion rate is subject to adjustment as described in the Indenture. In addition, following certain corporate events that occur prior to the maturity date as described in the Indenture, the Company will pay a make-whole premium by increasing the conversion rate for a holder who elects to convert its 2028 Convertible Notes in connection with such a corporate event in certain circumstances. The value of the 2028 Convertible Notes, if-converted, does not exceed the principal amount based on a closing stock price of $48.23 on March 31, 2021. For the three months ended March 31, 2021 the Company excluded 4,867,738 shares in diluted weighted average common shares outstanding for the if-converted impact of the 2028 Convertible Notes from the diluted net loss per share calculation as the shares would have an anti-dilutive effect. For further details on the impact of the 2028 Convertible Notes on net loss per share please refer to Note 11. Net Loss Per Share. The Company may not redeem the 2028 Convertible Notes prior to January 20, 2025. The Company may redeem for cash all or any portion of the 2028 Convertible Notes, at its option, on or after January 20, 2025 if the last reported sale price of its common stock has been at least 130% 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 of notice by the Company of redemption at a redemption price equal to 100% of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2028 Convertible Notes. If an event involving bankruptcy, insolvency or reorganization events with respect to the Company occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2028 Convertible Notes then outstanding will immediately become due and payable. If any other default event occurs and is continuing, then noteholders of at least 25% of the aggregate principal amount of the 2028 Convertible Notes then outstanding, by notice to the Company, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2028 Convertible Notes then outstanding to become due and payable immediately. If the Company undergoes a “fundamental change” as defined in the Indenture, then noteholders may require the Company to repurchase their 2028 Convertible Notes at a cash repurchase price equal to the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The 2028 Convertible Notes are the Company’s senior, unsecured obligations and will be equal in right of payment with its existing and future senior, unsecured indebtedness, senior in right of payment to its existing and future indebtedness that is expressly subordinated to the 2028 Convertible Notes and effectively junior to its existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The 2028 Convertible Notes will be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of its subsidiaries. The interest expense recognized on the 2028 Convertible Notes includes $0.2 million, $0.4 million and $6,700 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended March 31, 2021. There were no such amounts for the three months ended March 31, 2020. The effective interest rate on the 2028 Convertible Notes is 0.70%, which includes the interest on the 2028 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2028 Convertible Notes bear interest at a rate of 0.25% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2021. Capped Call Transactions In connection with the 2028 Convertible Notes offering, on January 11, 2021, the Company entered into separate, privately negotiated convertible note hedge transactions (collectively, the “Capped Call Transactions”) with option counterparties pursuant to capped call confirmations at a cost of approximately $29.3 million. As the Capped Call Transactions meet certain accounting criteria, the Capped Call Transactions were classified as equity, are not accounted for as derivatives and were recorded as a reduction of the Company’s additional paid-in capital in the accompanying Consolidated Financial Statements. The Capped Call Transactions are not part of the terms of the 2028 Convertible Notes and will not affect any holders’ rights under the 2028 Convertible Notes. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the 2028 Convertible Notes. The number of shares underlying the Capped Call Transactions is 5.2 million. The cap price of the Capped Call Transactions is initially $85.75 per share of the Company's common stock, which represents a premium of 75% over the public offering price of the common stock in the 2021 Common Stock Offering, which was $49.00 per share, and is subject to certain adjustments under the terms of the Capped Call Transactions. By entering into the Capped Call Transactions, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the 2028 Convertible Notes is settled in cash, to reduce its cash payment obligation) in the event that, at the time of conversion of the 2028 Convertible Notes, its common stock price exceeds the conversion price of the 2028 Convertible Notes. 2025 Convertible Senior Notes On May 4, 2020, the Company completed the sale of $201.3 million of Convertible Senior Notes with a stated interest rate of 1.25% and a maturity date of May 1, 2025 (the “2025 Convertible Notes”), unless earlier converted, redeemed, or repurchased. The 2025 Convertible Notes were issued at a discounted price of 97% of their principal amount. The total net proceeds from the issuance of the 2025 Convertible Notes and exercise of the Over-allotment Option was approximately $194.5 million, which includes approximately $6.9 million of discounts, commissions and offering expenses paid by the Company. On May 4, 2020, the Company entered into an Indenture (the “Indenture”), with U.S. Bank National Association, as trustee (the “Trustee”), governing the 2025 Convertible Notes. Prior to February 1, 2025, noteholders may convert their 2025 Convertible Notes at their option, only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2025 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after February 1, 2025 until the close of business on the business day immediately preceding the maturity date, noteholders may convert their 2025 Convertible Notes at any time, regardless of the foregoing circumstances. The last reported sales price of the Company’s common stock was greater than or equal to 130% of the conversion price of the 2025 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarters ended March 31, 2021 and December 31, 2020. Based on the terms of the 2025 Convertible Notes, the holders may convert all or a portion of their 2025 Convertible Notes in the second quarter of 2021 and could have converted all or a portion of their 2025 Convertible Notes in the first quarter of 2021. When a conversion notice is received, the Company has the option to pay or deliver cash, shares of the Company’s common stock, or a combination thereof. As the Company is not required to settle the 2025 Convertible Notes in cash, the 2025 Convertible Notes are classified as long-term debt as of March 31, 2021 and December 31, 2020. As of March 31, 2021, the Company had not received any conversion notices. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at its election. The initial conversion rate for the 2025 Convertible Notes is 27.5198 shares of common stock per $1,000 in principal amounts of 2025 Convertible Notes, equivalent to an initial conversion price of approximately $36.34 per share of common stock. The conversion rate is subject to adjustment as described in the Indenture. In addition, following certain corporate events that occur prior to the maturity date as described in the Indenture, the Company will pay a make-whole premium by increasing the conversion rate for a holder who elects to convert its 2025 Convertible Notes in connection with such a corporate event in certain circumstances. The value of the 2025 Convertible Notes, if-converted, exceeds the principal amount by $65.9 million based on a closing stock price of $48.23 on March 31, 2021. For the three months ended March 31, 2021 the Company excluded 5,538,360 shares in diluted weighted average common shares outstanding for the if-converted impact of the 2025 Convertible Notes from the diluted net loss per share calculation as the shares would have an anti-dilutive effect. For further details on the impact of the 2025 Convertible Notes on net loss per share please refer to Note 11. Net Loss Per Share. The Company may not redeem the 2025 Convertible Notes prior to May 6, 2023. The Company may redeem for cash all or any portion of the 2025 Convertible Notes, at its option, on or after May 6, 2023 if the last reported sale price of its common stock has been at least 130% 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 of notice by the Company of redemption at a redemption price equal to 100% of the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2025 Convertible Notes. If an event involving bankruptcy, insolvency or reorganization events with respect to the Company occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2025 Convertible Notes then outstanding will immediately become due and payable. If any other default event occurs and is continuing, then noteholders of at least 25% of the aggregate principal amount of the 2025 Convertible Notes then outstanding, by notice to the Company, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2025 Convertible Notes then outstanding to become due and payable immediately. If the Company undergoes a “fundamental change” as defined in the Indenture, then noteholders may require the Company to repurchase their 2025 Convertible Notes at a cash repurchase price equal to the principal amount of the 2025 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The 2025 Convertible Notes are the Company’s senior, unsecured obligations and will be equal in right of payment with its existing and future senior, unsecured indebtedness, senior in right of payment to its existing and future indebtedness that is expressly subordinated to the 2025 Convertible Notes and effectively junior to its existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The 2025 Convertible Notes will be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of its subsidiaries. The interest expense recognized on the 2025 Convertible Notes includes $0.6 million, $0.3 million and $0.04 million for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended March 31, 2021. There were no such amounts for the three months ended March 31, 2020. The effective interest rate on the 2025 Convertible Notes is 1.96%, which includes the interest on the 2025 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2025 Convertible Notes bear interest at a rate of 1.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2020. Equipment Financing Obligations The Company has entered into loans with various banks to finance the purchase of laboratory equipment, office equipment and leasehold improvements. These loans mature at various dates through 2023 and the weighted average interest rate under such loans was approximately 5.07% as of March 31, 2021 and 4.91% as of December 31, 2020. Maturities of Long-Term Debt Maturities of long-term debt as of March 31, 2021 are summarized as follows (in thousands): 0.25% Convertible Senior Notes 1.25% Convertible Senior Notes Equipment Total Debt Remainder of 2021 $ — $ — $ 1,761 $ 1,761 2022 — — 984 984 2023 — — 27 27 2024 — — — — 2025 — 201,250 — 201,250 Thereafter 345,000 — — 345,000 Total Debt $ 345,000 $ 201,250 $ 2,772 $ 549,022 Less: Current portion of long-term debt — — (2,089) (2,089) Less: Unamortized debt discount (10,049) (4,974) — (15,023) Less: Unamortized debt issuance costs (233) (616) — (849) Long-term debt, net $ 334,718 $ 195,660 $ 683 $ 531,061 |
Equity Transactions
Equity Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions Underwritten Public Equity Offering On January 6, 2021, the Company entered into an underwriting agreement relating to the issuance and sale of 4,081,632 shares of the Company’s common stock, $0.001 par value per share (the “2021 Common Stock Offering”). The price to the public in this offering was $49.00 per share. The net proceeds to the Company from the 2021 Common Stock Offering were approximately $189.9 million, after deducting underwriting discounts, commissions and other offering expenses of approximately $10.1 million. Under the terms of the underwriting agreement, the Company also granted the Underwriters a 30-day option to purchase up to 612,244 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. On January 6, 2021, the Underwriters exercised their option and purchased all 612,244 shares. The net proceeds related to the option exercise were approximately $28.4 million, after deducting underwriting discounts, commissions and other offering expenses of approximately $1.6 million. On April 29, 2020, the Company entered into an underwriting agreement relating to the issuance and sale of 4,400,000 shares of the Company’s common stock, $0.001 par value per share (the “2020 Common Stock Offering”). The price to the public in this offering was $28.50 per share. The net proceeds to the Company from the 2020 Common Stock Offering were approximately $117.9 million, after deducting underwriting discounts, commissions and other offering expenses of approximately $7.5 million. Under the terms of the underwriting agreement, the Company also granted the Underwriters a 30-day option to purchase up to 660,000 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. On May 29, 2020, the Underwriters partially exercised their option and on June 3, 2020, purchased an additional 351,500 shares. The net proceeds related to the option exercise were approximately $9.4 million, after deducting underwriting discounts, commissions and other offering expenses of approximately $0.6 million. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recorded approximately $2.7 million and $2.2 million in stock-based compensation expense for the three months ended March 31, 2021 and 2020, respectively. A summary of the stock option activity under the Company’s plans for the three months ended March 31, 2021 is as follows: Number of Weighted Average Exercise Price Options outstanding at December 31, 2020 3,785,941 $ 15.21 Options granted 251,771 $ 53.16 Less: Options exercised 260,167 $ 8.60 Options forfeited 54,296 $ 19.53 Options outstanding at March 31, 2021 3,723,249 $ 18.17 Exercisable at March 31, 2021 2,141,203 $ 11.20 The fair value of each stock option award granted during the three months ended March 31, 2021 was estimated as of the grant date using a Black-Scholes model with the following weighted average assumptions: Three Months Ended Expected term (in years) 4.0 - 5.5 Risk-free interest rate (%) 0.6% Expected volatility (%) 38.7% - 46.6% Dividend yield (%) — Weighted average fair value/share at grant date $19.42 As of March 31, 2021, there was approximately $9 million of unrecognized stock-based compensation expense related to stock options that will be recognized over a weighted-average period of approximately 2.20 years. A summary of the restricted stock activity under the Company’s plans for the three months ended March 31, 2021 is as follows: Number of Restricted Weighted Average Grant Date Fair Value Nonvested at December 31, 2020 291,891 $ 23.82 Granted 100,847 $ 53.17 Vested (55,282) $ 22.91 Forfeited (5,474) $ 24.14 Nonvested at March 31, 2021 331,982 $ 32.89 As of March 31, 2021, there was approximately $7.5 million of unrecognized stock-based compensation expense related to restricted stock that will be recognized over a weighted-average period of approximately 1.68 years. Employee Stock Purchase Plan (“ESPP”) The Company offers an ESPP through which eligible employees may purchase shares of the Company’s common stock at a discount of 15% of the fair market value of the Company’s common stock. During the three months ended March 31, 2021 and 2020, employees purchased 23,917 and 34,330 shares, respectively, under the ESPP. The expense recorded for these periods was approximately $0.2 million and $0.2 million, respectively. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company has two operating segments for which it recognizes revenue; Clinical Services and Pharma Services. The Clinical Services segment provides various clinical testing services to community-based pathology practices, oncology practices, hospital pathology labs, reference labs, and academic centers with reimbursement from various payers including client direct billing, commercial insurance, Medicare and other government payers, and patients. Due to the broad roll-out of the COVID-19 vaccine and a sharp decline in COVID-19 PCR testing demand, the Company made the decision at the end of the first quarter 2021 to exit from COVID-19 PCR testing which was part of Clinical Services segment revenues. The Pharma Services segment supports pharmaceutical firms in their drug development programs by providing testing services and data analytics for clinical trials and research. Clinical Services Revenue The Company’s specialized diagnostic services are performed based on a written test requisition form or electronic equivalent. The performance obligation is satisfied and revenues are recognized once the diagnostic services have been performed and the results have been delivered to the ordering physician. These diagnostic services are billed to various payers, including client direct billing, commercial insurance, Medicare and other government payers, and patients. Revenue is recorded for all payers based on the amount expected to be collected, which considers implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive based on negotiated discounts, historical collection experience and other anticipated adjustments, including anticipated payer denials. Collection of consideration the Company expects to receive typically occurs within 30 to 60 days of billing for commercial insurance, Medicare and other governmental and self-pay payers and within 60 to 90 days of billing for client payers. Pharma Services Revenue The Company’s Pharma Services segment generally enters into contracts with pharmaceutical customers as well as other CROs to provide research and clinical trial services ranging in duration from one month to several years. The Company records revenue on a unit-of-service basis based on number of units completed and the total expected contract value. The total expected contract value is estimated based on historical experience of total contracted units compared to realized units as well as known factors on a specific contract-by-contract basis. Certain contracts include upfront fees, final settlement amounts or billing milestones that may not align with the completion of performance obligations. The value of these upfront fees or final settlement amounts is usually recognized over time based on the number of units completed, which aligns with the progress of the Company towards fulfilling its obligations under the contract. The Company also enters into other contracts, such as validation studies and informatics. Revenue for validation studies for which the sole deliverable may be a final report that is sent to sponsors at the completion of contracted activities, is recognized at a point in time upon delivery of the final report to the sponsor. Informatics is the sale of de-identified data for which deliverables typically consist of retrospective records or prospective deliveries of data. Informatics revenue is recognized upon delivery of retrospective data or over time for prospective data feeds. Any contracts that contain multiple performance obligations and include both units-of-service and point in time deliverables are accounted for as separate performance obligations and revenue is recognized as previously disclosed. The Company negotiates billing schedules and payment terms on a contract-by-contract basis. While the contract terms generally provide for payments based on a unit-of-service arrangement, the billing schedules, payment terms and related cash payments may not align with the performance of services and, as such, may not correspond to revenue recognized in any given period. Amounts collected in advance of services being provided are deferred as contract liabilities on the Consolidated Balance Sheets. The associated revenue is recognized and the contract liability is reduced as the contracted services are subsequently performed. Contract assets are established for revenue that has been recognized but not yet billed. These contract assets are reduced once the customer is invoiced and a corresponding receivable is recorded. Additionally, certain costs to obtain contracts, primarily for sales commissions, are capitalized when incurred and are amortized over the term of the contract. Amounts capitalized for contracts with an initial contract term of twelve months or less are classified as current assets. All others are classified as non-current assets. Most contracts are terminable by the customer, either immediately or according to advance notice terms specified within the contracts. All contracts require payment of fees to the Company for services rendered through the date of termination and may require payment for subsequent services necessary to conclude the study or close out the contract. The following table summarizes the values of contract assets, capitalized commissions and contract liabilities (in thousands): March 31, 2021 December 31, 2020 Current pharma contract assets (1) $ 2,014 $ 1,643 Long-term pharma contract assets (2) 355 290 Total pharma contract assets $ 2,369 $ 1,933 Current pharma capitalized commissions (1) $ 182 $ 185 Long-term pharma capitalized commissions (2) 1,020 970 Total pharma capitalized commissions $ 1,202 $ 1,155 Current pharma contract liabilities $ 3,992 $ 4,029 Long-term pharma contract liabilities (3) 705 712 Total pharma contract liabilities $ 4,697 $ 4,741 (1) Current pharma contract assets and Current pharma capitalized commissions are classified as other current assets on the Consolidated Balance Sheets. (2) Long-term pharma contract assets and Long-term pharma capitalized commissions are classified as other assets on the Consolidated Balance Sheets. (3) Long-term pharma contract liabilities are classified as other long-term liabilities on the Consolidated Balance Sheets. Pharma contract assets increased $0.4 million, or 23%, from December 31, 2020 to March 31, 2021. Pharma contract liabilities and capitalized commissions remained flat during the same period. Revenue recognized for the three months ended March 31, 2021 and March 31, 2020 related to Pharma contract liability balances outstanding at the beginning of the period was $2.7 million and $1.2 million, respectively. Amortization of capitalized commissions for the three-months ended March 31, 2021 and March 31, 2020, was $0.2 million and $0.2 million, respectively. Disaggregation of Revenue The Company considered various factors for both its Clinical Services and Pharma Services segments in determining appropriate levels of homogeneous data for its disaggregation of revenue, including the nature, amount, timing and uncertainty of revenue and cash flows. For Clinical Services, the categories identified align with the type of customer due to similarities of billing method, level of reimbursement and timing of cash receipts. Unbilled amounts are accrued and allocated to payer categories based on historical experience. In future periods, actual billings by payer category may differ from accrued amounts. Pharma Services revenue was not further disaggregated as substantially all of the revenue relates to contracts with large pharmaceutical and biotech customers as well as other CROs for which the nature, timing and uncertainty of revenue and cash flows is similar and primarily driven by individual contract terms. The following table details the disaggregation of revenue for both the Clinical and Pharma Services Segments (in thousands): Three Months Ended March 31, 2021 2020 Clinical Services: Client direct billing $ 60,709 $ 54,292 Commercial Insurance 18,574 21,993 Medicare and Medicaid 17,150 16,483 Self-Pay 54 214 Total Clinical Services $ 96,487 $ 92,982 Pharma Services: 19,046 13,048 Total Revenue $ 115,533 $ 106,030 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company presents both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net loss” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and if the 2028 Convertible Notes and 2025 Convertible Notes were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of the Company’s common stock. The potential dilution from conversion of the 2028 Convertible Notes and 2025 Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of the Company’s common stock issuable upon conversion of the 2028 Convertible Notes and the 2025 Convertible Notes will be included in the calculation of diluted EPS assuming conversion of the 2028 Convertible Notes and the 2025 Convertible Notes at the beginning of the reporting period (or at time of issuance, if later). The following table shows the calculations(in thousands, except per share amounts). Three Months Ended March 31, 2021 2020 Net loss $ (22,114) $ (6,978) Basic weighted average shares outstanding 116,199 104,484 Diluted weighted average shares outstanding 116,199 104,484 Basic net loss per share $ (0.19) $ (0.07) Diluted net loss per share $ (0.19) $ (0.07) The following potential dilutive shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Three Months Ended March 31, 2021 2020 Stock options 2,417,804 3,153,959 Restricted stock awards 216,407 322,559 2025 Convertible Notes 5,538,360 — 2028 Convertible Notes 4,867,738 — The potential effect of the Capped Call Transactions entered into concurrently with the 2028 Convertible Notes were excluded from the calculation of diluted net loss per share in the three months ended March 31, 2021 as the Company’s closing price on March 31, 2021 did not exceed the conversion price of $85.75 per share. The Capped Call Transactions are not reflected in diluted net loss per share as they are anti-dilutive. For further details on the Capped Call Transactions, please refer to Note 7. Debt. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On May 22, 2020, the Company formed a strategic alliance with Inivata Limited, a company incorporated in England and Wales (“Inivata”), and entered into a Strategic Alliance Agreement and Laboratory Services Agreement whereas Inivata will render and perform certain laboratory testing which the Company will make available to customers. In connection with this agreement, Inivata provided $0.4 million of testing services to the Company recorded in cost of revenue in the Consolidated Statements of Operations for the three months ended March 31, 2021. No such services were provided for the three months ended March 31, 2020. The Company and Inivata also entered into a Line of Credit in the amount of $15 million. In January 2021, the Line of Credit, in its entirety, was drawn by Inivata and recorded as a loan receivable from non-consolidated affiliate on the Consolidated Balance Sheets. The Line of Credit matures on December 1, 2025 and the unpaid principal balance is payable on January 1, 2026. The Line of Credit bears interest at 0% per annum. For further details on the investment made in Inivata and Line of Credit, please refer to Note 6. Investment in Non-Consolidated Affiliate. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company has two operating segments for which it recognizes revenue; Clinical Services and Pharma Services. The Company’s Clinical Services segment provides various clinical testing services to community-based pathology and oncology practices, hospital pathology labs and academic centers with reimbursement from various payers including client direct billing, commercial insurance, Medicare and other government payers, and patients. The Company’s Pharma Services segment supports pharmaceutical firms in their drug development programs by supporting various clinical trials and research as well as providing informatics related services often supporting Pharma commercialization efforts. The financial information reviewed by the Chief Operating Decision Maker (“CODM”) includes revenues, cost of revenue and gross profit for each of the Company’s operating segments. Assets are not presented at the segment level as that information is not used by the CODM. The following table summarizes the segment information (in thousands): Three Months Ended March 31, 2021 2020 Net revenues: Clinical Services $ 96,487 $ 92,982 Pharma Services 19,046 13,048 Total revenue 115,533 106,030 Cost of revenue: Clinical Services (1) 61,565 48,923 Pharma Services 12,394 10,738 Total cost of revenue 73,959 59,661 Gross Profit: Clinical Services 34,922 44,059 Pharma Services 6,652 2,310 Total gross profit 41,574 46,369 Operating expenses: General and administrative 40,476 36,344 Research and development 2,456 2,060 Sales and marketing 13,749 13,258 Total operating expenses 56,681 51,662 Loss from operations (15,107) (5,293) Interest expense, net 1,177 819 Other expense (income), net 4,854 (223) Loss before taxes (21,138) (5,889) Income tax expense 976 1,089 Net loss $ (22,114) $ (6,978) (1) Clinical Services cost of revenue includes write-offs of $5.3 million for COVID-19 PCR testing inventory for the three months ended March 31, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 7, 2021, the Company, through its wholly-owned subsidiary NeoGenomics Bioinformatics, Inc. closed on the acquisition of Intervention Insights, Inc. d/b/a Trapelo Health, an Information Technology company focused on precision oncology. The agreement purchase price was $65 million, and consisted of $35 million in cash on hand and $30 million in the Company’s common stock. On May 4, 2021, the Company, through its wholly-owned subsidiary NeoGenomics Laboratories, Inc. entered into a Share Purchase Agreement to acquire Inivata. The Company exercised its Purchase Option which was part of the Investment Agreement with Inivata as described in Note 6. Investment in Non-Consolidated Affiliate. Pursuant to the Share Purchase Agreement, the Company will pay Inivata's other shareholders consideration in an aggregate amount of $390 million, adjusted to reflect certain cash and debt items at closing, which will result in Inivata becoming a wholly-owned subsidiary of the Company. The consideration will be satisfied in cash and, to the extent any shareholder elects in accordance with the terms of the Share Purchase Agreement, shares of the Company's common stock, the price of which is based upon 95% of the average of the volume-weighted average prices of the common stock over the ten trading day period ended May 4, 2021. On May 4, 2021, the Company entered into a Securities Purchase Agreement with certain purchasers (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers, in a private placement (the “Private Placement”), shares of common stock of the Company. The closing of the Private Placement is anticipated to occur in June 2021, subject to the satisfaction of customary closing conditions and the closing of the Company’s acquisition of Inivata. The Company agreed to sell and issue 4,444,445 shares of common stock at a purchase price of $45.00 per share for aggregate gross proceeds to the Company of approximately $200 million, before deducting fees to the placement agents and other estimated offering expenses payable by the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim Consolidated Financial Statements are unaudited and have been prepared in accordance with GAAP for interim financial information. All intercompany transactions and balances have been eliminated in the accompanying Consolidated Financial Statements. The accounting policies of the Company are the same as those set forth in Note 2. Summary of Significant Accounting Policies, to the audited Consolidated Financial Statements contained in the Company’s annual report on Form 10-K for the year ended December 31, 2020, except for Stock-Based Compensation, Income Taxes and the impact of the adoption of new accounting standards discussed under Recently Adopted Accounting Guidance. |
Use of Estimates | Use of Estimates The Company prepares its Consolidated Financial Statements in conformity with GAAP. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the Consolidated Financial Statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these Consolidated Financial Statements include, but are not limited to those related to revenues, accounts receivable and related allowances, contingencies, useful lives and recovery of long-term assets and intangible assets, income taxes and valuation allowances, stock-based compensation and impairment analysis of goodwill. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected on the Consolidated Financial Statements prospectively from the date of the change in estimate. |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for stock-based awards to employees, non-employee contracted physicians, and directors based upon the awards’ initial grant-date fair value. The estimated grant-date fair value of the award is recognized as expense over the requisite service period using the straight-line method. Prior to 2021, the Company estimated the fair value of stock options using a trinomial lattice model. On January 1, 2021, the Company began applying the Black-Scholes option valuation model (“Black-Scholes”) on a prospective basis to new awards. The Company expects the use of Black-Scholes to provide a more ubiquitous estimate of fair value. Like the prior trinomial lattice model, Black-Scholes is affected by the stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free interest rate, the expected volatility of common stock, and expected dividend yield, each of which is more fully described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value. Expected Term: The expected term of an option is the period of time that the option is expected to be outstanding. The average expected term is determined using the Black-Scholes model. Risk-free Interest Rate: The risk-free interest rate used in the Black-Scholes model is based on the implied yield at the grant date of the U.S. Treasury zero-coupon issue with an equivalent term to the stock-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero coupon interest rate is quoted, the Company uses the nearest interest rate from the available maturities. Expected Stock Price Volatility: The Company uses its own historical weekly volatility because that is more reflective of market conditions. Dividend Yield: Because the Company has never paid a dividend and does not expect to begin doing so in the foreseeable future, the Company assumed no dividend yield in valuing the stock-based awards. |
Income Taxes | Income Taxes Deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. Temporary differences between financial and tax reporting arise primarily from the use of different depreciation methods and lives for property and equipment, recognition of accounts receivable, compensation related expenses, and various other expenses that have been allowed for or accrued for financial statement purposes but are not currently deductible for income tax purposes. The provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowances deemed necessary to recognize deferred tax assets at an amount that is more likely than not to be realized. Management assesses the recoverability of its deferred tax assets as of the end of each quarter, weighing available positive and negative evidence, and is required to establish and maintain a valuation allowance for these assets if it is more likely than not that some or all of the deferred income tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which the evidence can be objectively verified. If negative evidence exists, positive evidence is necessary to support a conclusion that a valuation allowance is not needed. As of December 31, 2020, expected future reversals of the Company’s deferred income tax liabilities provided objectively verifiable positive evidence to support the recoverability of its deferred tax assets. However, on January 1, 2021, the Company adopted A SU 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 (“ASU 2020-06”) using the modified retrospective approach, which resulted in a decrease of approximately $6.6 million in the Company’s deferred income tax liabilities. In addition, approximately $2 million of valuation allowance against the Company’s deferred income tax assets was established upon adoption of ASU 2020-06, resulting from the decrease in deferred income tax liabilities available to support the recoverability of deferred tax assets. The valuation allowance represents the portion of the Company’s U.S. deferred income tax assets that are not more likely than not to be realized in future periods, primarily related to Federal and California research and development tax credit carryforwards. A cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome. Cumulative loss in recent years is commonly defined as a three-year cumulative loss position. As of March 31, 2021, the Company’s U.S. operations were in a three-year cumulative loss position. Management determined that sufficient objectively verifiable positive evidence did not exist to overcome the negative evidence of the Company’s U.S. cumulative loss position. Accordingly, the Company’s estimated annual effective tax rate applied to the Company’s pre-tax loss for the three months ended March 31, 2021 included the unfavorable impact of valuation allowance expected to be established against the Company’s deferred income tax assets expected to be created in 2021 for additional the U.S. net operating loss and tax credit carryforwards. As of March 31, 2021, the Company’s total valuation allowance against U.S. deferred income tax assets was approximately $9.3 million. The Company also continued to maintain a full valuation allowance against deferred tax assets in Switzerland, Singapore and China, which increased from $2.6 million as of December 31, 2020 to $3 million as of March 31, 2021. The Company evaluates tax positions that have been taken or are expected to be taken in its tax returns, and records a liability for uncertain tax positions, if deemed necessary. The Company follows a two-step approach to recognizing and measuring uncertain tax positions. First, tax positions are recognized if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. Second, the tax position is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. |
Recently Adopted Accounting Guidance and Accounting Pronouncements Pending Adoption | Recently Adopted Accounting Guidance In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements , which updates various codification topics by clarifying disclosure requirements to align with the SEC ’ 's regulations. The Company adopted this pronouncement on January 1, 2021 and the impact of the provisions of this standard on its Consolidated Financial Statements was immaterial. In August 2020, the FASB issued 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 (“ASU 2020-06”) which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity ’ s own equity. Among other changes, ASU 2020-06 simplifies the accounting for convertible instruments by removing the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such convertible debt instruments. Similarly, the debt discount, that is equal to the carrying value of the embedded conversion feature upon issuance, will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging , or (2) a convertible instrument was issued at a substantial premium. In addition, ASU 2020-06 requires the application of the if-converted method for calculating the impact of convertible instruments on diluted earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. ASU 2020-06 can be adopted on either a fully retrospective or modified retrospective basis. The Company adopted ASU 2020-06 on January 1, 2021 using the modified retrospective approach, and accordingly the Company recorded an adjustment that reflects the 1.25% Convertible Senior Notes due 2025 as if the embedded conversion feature had not been separated. The impact upon adoption on the Consolidated Balance Sheets included an increase of approximately $27.2 million in convertible senior notes, net, a write-off of approximately $6.6 million in deferred income tax liabilities, establishment of approximately $2 million of valuation allowance against deferred income tax assets, and a decrease of approximately $23.3 million in additional paid-in capital. In addition, upon adoption, there was an adjustment to increase the beginning balance of retained earnings on the Consolidated Balance Sheets for previously recognized interest expense, net of tax effects, of approximately $2.7 million for amortization of debt discount related to the carrying value of the embedded conversion feature upon issuance, as well as a decrease to the beginning balance of retained earnings of approximately $2 million for the establishment of valuation allowance against the Company's deferred income tax assets. There was no impact to the Company ’ s earnings per share calculation. See Note 7. Debt for further information regarding the 1.25% Convertible Senior Notes due 2025. In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (“Topic 321”), Investments-Equity Method and Joint Ventures (“Topic 323”) and Derivatives and Hedging (“Topic 815”) (collectively, “ ASU 2020-01 ” ). ASU 2020-01 clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for the equity method investments in Topic 323 and the accounting for certain forward contracts and purchased options in Topic 815. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020 on a prospective basis and early adoption was permitted. The Company adopted ASU 2020-01 on January 1, 2021 and there was no impact from the provisions of this standard on its Consolidated Financial Statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (“Topic 740”) , which simplifies the accounting for income taxes, eliminates certain exceptions within Topic 740 and clarifies certain other aspects of the current guidance to promote consistency among reporting entities. The new standard is effective for fiscal years beginning after December 15, 2020 on a prospective basis and early adoption is permitted. The Company adopted this pronouncement on January 1, 2021 and the impact of the provisions of this standard on its Consolidated Financial Statements was immaterial. Accounting Pronouncements Pending Adoption In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ( “ ASU 2020-04 ” ) which provides for temporary optional expedients and exceptions to the current guidance on certain contract modifications and hedging relationships to ease the burdens related to the expected market transition from the London Inter-bank Offered Rate ( “ LIBOR ” ) or other reference rates to alternative reference rates. In January 2021, the FASB issued ASU No. 2021-01 , Reference Rate Reform (Topic 848) ( “ ASU 2021-01 ” ) to clarify that certain optional expedients and exceptions apply to modifications of derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements, and for calculating price alignment interest. ASU 2020-04 is effective beginning on March 12, 2020 and may be applied prospectively to such transactions through December 31, 2022 and ASU 2021-01 is effective beginning on January 7, 2021 and may be applied retrospectively or prospectively to such transactions through December 31, 2022. The Company will evaluate transactions or contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. As of March 31, 2021, there was no impact to the Company’s Consolidated Financial Statements related to ASU 2020-04 or ASU 2021-01. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The following tables set forth the amortized cost, gross unrealized gains, gross unrealized losses and fair values of the Company’s marketable securities accounted for as available-for-sale securities as of March 31, 2021 and December 31, 2020. March 31, 2021 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 51,745 $ 1 $ (43) $ 51,703 Commercial paper 22,187 — — 22,187 Asset-backed securities 21,612 — (15) 21,597 Corporate bonds 95,371 — (148) 95,223 Total $ 190,915 $ 1 $ (206) $ 190,710 December 31, 2020 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 21,357 $ 1 $ (18) $ 21,340 Commercial paper 14,543 — — 14,543 Asset-backed securities 14,546 — (8) 14,538 Corporate bonds 17,144 — (19) 17,125 Total $ 67,590 $ 1 $ (45) $ 67,546 |
Investments Classified by Contractual Maturity Date | The following tables set forth the fair value of available-for-sale marketable securities by contractual maturity at March 31, 2021 and December 31, 2020. March 31, 2021 (in thousands) One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 9,113 $ 42,590 $ — $ 51,703 Commercial paper 22,187 — — 22,187 Asset-backed securities 451 21,146 — 21,597 Corporate bonds 23,282 71,941 — 95,223 Total $ 55,033 $ 135,677 $ — $ 190,710 December 31, 2020 (in thousands) One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 6,075 $ 15,265 $ — $ 21,340 Commercial paper 14,543 — — 14,543 Asset-backed securities 560 13,978 — 14,538 Corporate bonds 5,863 11,262 — 17,125 Total $ 27,041 $ 40,505 $ — $ 67,546 |
Fair Value, Assets Measured on Recurring Basis | The following tables set forth the Company’s cash equivalents and marketable securities accounted for as available-for-sale securities that were measured at fair value on a recurring basis based on the fair value hierarchy as of March 31, 2021 and December 31, 2020. March 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 570,782 $ — $ — $ 570,782 Commercial paper — 17,795 — 17,795 Marketable securities: U.S. Treasury securities 51,703 — — 51,703 Commercial paper — 22,187 — 22,187 Asset-backed securities — 21,597 — 21,597 Corporate bonds — 95,223 — 95,223 Total $ 622,485 $ 156,802 $ — $ 779,287 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 209,141 $ — $ — $ 209,141 U.S. Treasury securities 1,000 — — 1,000 Commercial paper — 3,999 — 3,999 Marketable securities: U.S. Treasury securities 21,340 — — 21,340 Commercial paper — 14,543 — 14,543 Asset-backed securities — 14,538 — 14,538 Corporate bonds — — 17,125 — 17,125 Total $ 231,481 $ 50,205 $ — $ 281,686 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments under Topic 842 | As of March 31, 2021, the maturities of our operating lease liabilities and a reconciliation to the present value of lease liabilities were as follows (in thousands): Remaining Lease Payments Remainder of 2021 $ 5,480 2022 7,150 2023 7,071 2024 7,179 2025 4,381 Thereafter 34,230 Total remaining lease payments 65,491 Less: imputed interest (13,943) Total operating lease liabilities 51,548 Less: current portion (5,111) Long-term operating lease liabilities $ 46,437 Weighted-average remaining lease term (in years) 10.95 Weighted-average discount rate 4.2 % |
Supplemental Operating Lease Information | The following summarizes additional supplemental data related to operating leases (in thousands): Three Months Ended March 31, 2021 2020 Operating lease costs $ 2,305 $ 2,105 Three Months Ended March 31, 2021 2020 Right-of-use assets obtained in exchange for operating lease liabilities $ 6,580 $ 24,071 Cash paid for operating leases $ 2,678 $ 1,553 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Classes of Intangible Assets | Intangible assets consisted of the following as of (in thousands): March 31, 2021 Amortization Cost Accumulated Net Customer Relationships 84-180 months $ 143,101 $ 38,353 $ 104,748 Trade Name - Indefinite lived — 13,447 — 13,447 Total $ 156,548 $ 38,353 $ 118,195 December 31, 2020 Amortization Cost Accumulated Net Customer Relationships 84 - 180 months $ 143,101 $ 35,895 $ 107,206 Trade Name - Indefinite lived — 13,447 — 13,447 Total $ 156,548 $ 35,895 $ 120,653 |
Estimated Amortization Expense | The estimated amortization expense related to amortizable intangible assets for each of the four succeeding fiscal years and thereafter as of March 31, 2021 is as follows (in thousands): Remainder of 2021 $ 7,373 2022 9,832 2023 9,832 2024 9,832 2025 9,832 Thereafter 58,047 Total $ 104,748 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | The following table summarizes the long-term debt, net at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 0.25% Convertible Senior Notes due 2028 Principal $ 345,000 $ — Unamortized debt discount (10,049) — Unamortized debt issuance costs (233) — Total 0.25% Convertible Senior Notes due 2028 $ 334,718 $ — 1.25% Convertible Senior Notes due 2025 Principal $ 201,250 $ 201,250 Unamortized debt discount (4,974) (32,592) Unamortized debt issuance costs (616) (538) Total 1.25% Convertible Senior Notes due 2025 $ 195,660 $ 168,120 Equipment financing obligations 2,772 3,808 Total debt $ 533,150 $ 171,928 Less: Current portion of financing obligations (2,089) (2,841) Total long-term debt, net $ 531,061 $ 169,087 |
Summary of Maturities of Long-Term Debt | Maturities of long-term debt as of March 31, 2021 are summarized as follows (in thousands): 0.25% Convertible Senior Notes 1.25% Convertible Senior Notes Equipment Total Debt Remainder of 2021 $ — $ — $ 1,761 $ 1,761 2022 — — 984 984 2023 — — 27 27 2024 — — — — 2025 — 201,250 — 201,250 Thereafter 345,000 — — 345,000 Total Debt $ 345,000 $ 201,250 $ 2,772 $ 549,022 Less: Current portion of long-term debt — — (2,089) (2,089) Less: Unamortized debt discount (10,049) (4,974) — (15,023) Less: Unamortized debt issuance costs (233) (616) — (849) Long-term debt, net $ 334,718 $ 195,660 $ 683 $ 531,061 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of the stock option activity under the Company’s plans for the three months ended March 31, 2021 is as follows: Number of Weighted Average Exercise Price Options outstanding at December 31, 2020 3,785,941 $ 15.21 Options granted 251,771 $ 53.16 Less: Options exercised 260,167 $ 8.60 Options forfeited 54,296 $ 19.53 Options outstanding at March 31, 2021 3,723,249 $ 18.17 Exercisable at March 31, 2021 2,141,203 $ 11.20 |
Summary of Fair Value of Each Stock Option Award Granted | The fair value of each stock option award granted during the three months ended March 31, 2021 was estimated as of the grant date using a Black-Scholes model with the following weighted average assumptions: Three Months Ended Expected term (in years) 4.0 - 5.5 Risk-free interest rate (%) 0.6% Expected volatility (%) 38.7% - 46.6% Dividend yield (%) — Weighted average fair value/share at grant date $19.42 |
Summary of Restricted Stock Activity | A summary of the restricted stock activity under the Company’s plans for the three months ended March 31, 2021 is as follows: Number of Restricted Weighted Average Grant Date Fair Value Nonvested at December 31, 2020 291,891 $ 23.82 Granted 100,847 $ 53.17 Vested (55,282) $ 22.91 Forfeited (5,474) $ 24.14 Nonvested at March 31, 2021 331,982 $ 32.89 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Contract Assets and Liabilities | The following table summarizes the values of contract assets, capitalized commissions and contract liabilities (in thousands): March 31, 2021 December 31, 2020 Current pharma contract assets (1) $ 2,014 $ 1,643 Long-term pharma contract assets (2) 355 290 Total pharma contract assets $ 2,369 $ 1,933 Current pharma capitalized commissions (1) $ 182 $ 185 Long-term pharma capitalized commissions (2) 1,020 970 Total pharma capitalized commissions $ 1,202 $ 1,155 Current pharma contract liabilities $ 3,992 $ 4,029 Long-term pharma contract liabilities (3) 705 712 Total pharma contract liabilities $ 4,697 $ 4,741 (1) Current pharma contract assets and Current pharma capitalized commissions are classified as other current assets on the Consolidated Balance Sheets. (2) Long-term pharma contract assets and Long-term pharma capitalized commissions are classified as other assets on the Consolidated Balance Sheets. |
Summary of Disaggregation of Revenue | The following table details the disaggregation of revenue for both the Clinical and Pharma Services Segments (in thousands): Three Months Ended March 31, 2021 2020 Clinical Services: Client direct billing $ 60,709 $ 54,292 Commercial Insurance 18,574 21,993 Medicare and Medicaid 17,150 16,483 Self-Pay 54 214 Total Clinical Services $ 96,487 $ 92,982 Pharma Services: 19,046 13,048 Total Revenue $ 115,533 $ 106,030 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table shows the calculations(in thousands, except per share amounts). Three Months Ended March 31, 2021 2020 Net loss $ (22,114) $ (6,978) Basic weighted average shares outstanding 116,199 104,484 Diluted weighted average shares outstanding 116,199 104,484 Basic net loss per share $ (0.19) $ (0.07) Diluted net loss per share $ (0.19) $ (0.07) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potential dilutive shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Three Months Ended March 31, 2021 2020 Stock options 2,417,804 3,153,959 Restricted stock awards 216,407 322,559 2025 Convertible Notes 5,538,360 — 2028 Convertible Notes 4,867,738 — |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The following table summarizes the segment information (in thousands): Three Months Ended March 31, 2021 2020 Net revenues: Clinical Services $ 96,487 $ 92,982 Pharma Services 19,046 13,048 Total revenue 115,533 106,030 Cost of revenue: Clinical Services (1) 61,565 48,923 Pharma Services 12,394 10,738 Total cost of revenue 73,959 59,661 Gross Profit: Clinical Services 34,922 44,059 Pharma Services 6,652 2,310 Total gross profit 41,574 46,369 Operating expenses: General and administrative 40,476 36,344 Research and development 2,456 2,060 Sales and marketing 13,749 13,258 Total operating expenses 56,681 51,662 Loss from operations (15,107) (5,293) Interest expense, net 1,177 819 Other expense (income), net 4,854 (223) Loss before taxes (21,138) (5,889) Income tax expense 976 1,089 Net loss $ (22,114) $ (6,978) (1) Clinical Services cost of revenue includes write-offs of $5.3 million for COVID-19 PCR testing inventory for the three months ended March 31, 2021. |
Nature of the Business - Narrat
Nature of the Business - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
PCR testing, amount recorded, COVID-19 | $ 6,061 | $ 0 | |
PCR testing, write-offs, COVID-19 | 5,300 | ||
PCR testing, general and administrative expenses, COVID-19 | 800 | ||
COVID-19, deferred social security payroll tax | $ 5,900 | $ 5,900 | |
Employee Retention Tax Credit, COVID-19 | $ 400 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | May 04, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Deferred income tax liabilities, net | $ (1,744) | $ (5,415) | ||||||
Deferred tax assets, valuation allowance | 9,300 | |||||||
Convertible senior notes, net | 530,378 | 168,120 | ||||||
Accumulated deficit | (843,714) | (694,294) | $ (505,043) | $ (507,408) | ||||
Foreign Tax Authority | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Deferred tax assets, valuation allowance | 3,000 | 2,600 | ||||||
Accumulated Deficit | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Accumulated deficit | 28,603 | 7,185 | 18,335 | 11,357 | ||||
Additional Paid-in Capital | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Accumulated deficit | $ (872,350) | (701,357) | $ (525,929) | $ (520,278) | ||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Deferred income tax liabilities, net | $ 6,600 | |||||||
Deferred tax assets, valuation allowance | 2,000 | |||||||
Convertible senior notes, net | 27,200 | |||||||
Accumulated deficit | 22,575 | |||||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Accumulated deficit | $ (2,700) | (696) | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Accumulated deficit | $ 23,271 | |||||||
1.25% Convertible Senior Notes due 2025 | Convertible Debt | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stated interest rate (as a percent) | 1.25% | 1.25% | 1.25% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Amortized Cost (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | $ 190,915,000 | $ 67,590,000 | |
Gross Unrealized Gains | 1,000 | 1,000 | |
Gross Unrealized Losses | (206,000) | (45,000) | |
Fair Value | 190,710,000 | 67,546,000 | |
Accrued interest receivable | 500,000 | 200,000 | |
Realized gains (losses) on marketable securities | 0 | $ 0 | |
U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 51,745,000 | 21,357,000 | |
Gross Unrealized Gains | 1,000 | 1,000 | |
Gross Unrealized Losses | (43,000) | (18,000) | |
Fair Value | 51,703,000 | 21,340,000 | |
Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 22,187,000 | 14,543,000 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Fair Value | 22,187,000 | 14,543,000 | |
Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 21,612,000 | 14,546,000 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (15,000) | (8,000) | |
Fair Value | 21,597,000 | 14,538,000 | |
Corporate bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 95,371,000 | 17,144,000 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (148,000) | (19,000) | |
Fair Value | $ 95,223,000 | $ 17,125,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value by Contractual Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | $ 55,033 | $ 27,041 |
Over One Year Through Five Years | 135,677 | 40,505 |
Over Five Years | 0 | 0 |
Total | 190,710 | 67,546 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 9,113 | 6,075 |
Over One Year Through Five Years | 42,590 | 15,265 |
Over Five Years | 0 | 0 |
Total | 51,703 | 21,340 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 22,187 | 14,543 |
Over One Year Through Five Years | 0 | 0 |
Over Five Years | 0 | 0 |
Total | 22,187 | 14,543 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 451 | 560 |
Over One Year Through Five Years | 21,146 | 13,978 |
Over Five Years | 0 | 0 |
Total | 21,597 | 14,538 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 23,282 | 5,863 |
Over One Year Through Five Years | 71,941 | 11,262 |
Over Five Years | 0 | 0 |
Total | $ 95,223 | $ 17,125 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | $ 190,710 | $ 67,546 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 22,187 | 14,543 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 51,703 | 21,340 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 21,597 | 14,538 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 95,223 | 17,125 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 779,287 | 281,686 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 570,782 | 209,141 |
Fair Value, Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 17,795 | 3,999 |
Marketable securities, at fair value | 22,187 | 14,543 |
Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,000 | |
Marketable securities, at fair value | 51,703 | 21,340 |
Fair Value, Recurring | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 21,597 | 14,538 |
Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 95,223 | 17,125 |
Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 622,485 | 231,481 |
Level 1 | Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 570,782 | 209,141 |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Marketable securities, at fair value | 0 | 0 |
Level 1 | Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,000 | |
Marketable securities, at fair value | 51,703 | 21,340 |
Level 1 | Fair Value, Recurring | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Level 1 | Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 156,802 | 50,205 |
Level 2 | Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 17,795 | 3,999 |
Marketable securities, at fair value | 22,187 | 14,543 |
Level 2 | Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Marketable securities, at fair value | 0 | 0 |
Level 2 | Fair Value, Recurring | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 21,597 | 14,538 |
Level 2 | Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 95,223 | 17,125 |
Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 3 | Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | Fair Value, Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Marketable securities, at fair value | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Marketable securities, at fair value | 0 | 0 |
Level 3 | Fair Value, Recurring | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 0 | 0 |
Level 3 | Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | $ 0 | $ 0 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 5,480 | |
2022 | 7,150 | |
2023 | 7,071 | |
2024 | 7,179 | |
2025 | 4,381 | |
Thereafter | 34,230 | |
Total remaining lease payments | 65,491 | |
Less: imputed interest | (13,943) | |
Total operating lease liabilities | 51,548 | |
Less: current portion | (5,111) | $ (4,967) |
Operating lease liabilities | $ 46,437 | $ 42,296 |
Weighted-average remaining lease term (in years) | 10 years 11 months 12 days | |
Weighted-average discount rate | 4.20% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease costs | $ 2,305 | $ 2,105 |
Right-of-use assets obtained in exchange for operating lease liabilities | 6,580 | 24,071 |
Cash paid for operating leases | $ 2,678 | $ 1,553 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Minimum lease payments for leases executed but not yet commenced | $ 33,800 | ||
Restricted cash | 11,119 | $ 21,919 | $ 38,738 |
Florida | |||
Lessee, Lease, Description [Line Items] | |||
Minimum lease payments for leases executed but not yet commenced | 25,000 | ||
Florida | Leasehold Improvements | |||
Lessee, Lease, Description [Line Items] | |||
Minimum lease payments for leases executed but not yet commenced | $ 17,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 211,083 | $ 211,083 | |
Amortization of intangibles | $ 2,458 | $ 2,452 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Classes of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total cost of intangibles | $ 156,548 | $ 156,548 |
Accumulated Amortization | 38,353 | 35,895 |
Finite-lived intangibles, net | 104,748 | |
Intangible assets, net | 118,195 | 120,653 |
Trade Name - Indefinite lived | ||
Finite-Lived Intangible Assets [Line Items] | ||
Trade Name - Indefinite lived | 13,447 | 13,447 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 143,101 | 143,101 |
Accumulated Amortization | 38,353 | 35,895 |
Finite-lived intangibles, net | $ 104,748 | $ 107,206 |
Minimum | Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 84 months | 84 months |
Maximum | Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 180 months | 180 months |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization Expense (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2021 | $ 7,373 |
2022 | 9,832 |
2023 | 9,832 |
2024 | 9,832 |
2025 | 9,832 |
Thereafter | 58,047 |
Total | $ 104,748 |
Investment in Non-Consolidate_2
Investment in Non-Consolidated Affiliate (Details) $ in Thousands | May 22, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Jan. 31, 2021USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||
Carrying amount of investment in non-consolidated affiliate | $ 1,494,413 | $ 988,331 | |||
Unrealized loss on investment in non-consolidated affiliate | (5,024) | $ 0 | |||
Investment in non-consolidated affiliate | 29,555 | 29,555 | |||
Loan receivable from non-consolidated affiliate | 10,185 | 0 | |||
Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying amount of investment in non-consolidated affiliate | 29,600 | ||||
Unrealized loss on investment in non-consolidated affiliate | 4,000 | ||||
Investment in non-consolidated affiliate | 29,600 | ||||
Preference Shares | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying amount of investment in non-consolidated affiliate | 25,000 | ||||
Investment in non-consolidated affiliate | 25,000 | $ 30,000 | |||
Net unrealized loss for remeasurement of investment | $ 5,000 | ||||
Preference Shares | Variable Interest Entity, Not Primary Beneficiary | Measurement Input, Price Volatility | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Purchase option, measurement input (as a percent) | 0.84 | ||||
Preference Shares | Variable Interest Entity, Not Primary Beneficiary | Measurement Input, Risk Free Interest Rate | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Purchase option, measurement input (as a percent) | 0.0017 | ||||
Preference Shares | Variable Interest Entity, Not Primary Beneficiary | Measurement Input, Expected Dividend Rate | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Purchase option, measurement input (as a percent) | 0 | ||||
Purchase Option | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying amount of investment in non-consolidated affiliate | $ 4,600 | ||||
Investment in non-consolidated affiliate | $ 4,600 | ||||
Purchase Option | Variable Interest Entity, Not Primary Beneficiary | Measurement Input, Price Volatility | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Purchase option, measurement input (as a percent) | 0.84 | 0.84 | |||
Purchase Option | Variable Interest Entity, Not Primary Beneficiary | Measurement Input, Risk Free Interest Rate | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Purchase option, measurement input (as a percent) | 0.0017 | 0.0017 | |||
Purchase Option | Variable Interest Entity, Not Primary Beneficiary | Measurement Input, Expected Dividend Rate | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Purchase option, measurement input (as a percent) | 0 | 0 | |||
Inivata Limited | Line of Credit | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 15,000 | ||||
Interest rate per annum (as a percent) | 0.00% | ||||
Imputed interest rate (as a percent) | 8.33% | ||||
Loan with imputed interest, discount | $ 5,000 | ||||
Additional investment in non-consolidated affiliate | 5,000 | ||||
Present value of loan receivable with imputed interest | $ 10,000 | ||||
Inivata Limited | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in minority interest | $ 25,000 | ||||
Transaction costs | 600 | ||||
Inivata Limited | Variable Interest Entity, Not Primary Beneficiary | Line of Credit | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Interest income from loan receivable | $ 200 | ||||
Inivata Limited | Preference Shares | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in minority interest | 19,600 | ||||
Inivata Limited | Purchase Option | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in minority interest | $ 6,000 |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jan. 11, 2021 | Dec. 31, 2020 | May 04, 2020 |
Debt Instrument [Line Items] | ||||||
Unamortized debt discount | $ (15,023) | |||||
Unamortized debt issuance costs | (849) | |||||
Equipment financing obligations | 2,772 | $ 3,808 | ||||
Total debt | 533,150 | 171,928 | ||||
Less: Current portion of financing obligations | (2,089) | (2,841) | ||||
Total long-term debt, net | 531,061 | 169,087 | ||||
Convertible Debt | 0.25% Convertible Senior Notes due 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 345,000 | 0 | ||||
Unamortized debt discount | (10,049) | 0 | ||||
Unamortized debt issuance costs | (233) | 0 | ||||
Long-term debt | 334,718 | 0 | ||||
Stated interest rate (as a percent) | 0.25% | 0.25% | ||||
Convertible Debt | 1.25% Convertible Senior Notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 201,250 | 201,250 | ||||
Unamortized debt discount | (4,974) | (32,592) | ||||
Unamortized debt issuance costs | (616) | (538) | ||||
Long-term debt | 195,660 | 168,120 | ||||
Stated interest rate (as a percent) | 1.25% | 1.25% | 1.25% | |||
Equipment Financing Obligations | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt discount | 0 | |||||
Unamortized debt issuance costs | 0 | |||||
Less: Current portion of financing obligations | $ (2,089) | $ (2,841) |
Debt - Narrative (Detail)
Debt - Narrative (Detail) | Jan. 11, 2021USD ($)day$ / sharesRateshares | May 04, 2020USD ($)day$ / sharesRate | Mar. 31, 2021USD ($)dayRateshares | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2021 | Mar. 31, 2021$ / shares | Jan. 06, 2021$ / shares | Jan. 01, 2021USD ($) | Dec. 31, 2020USD ($) | Apr. 29, 2020$ / shares | Dec. 31, 2019USD ($) |
Line of Credit Facility [Line Items] | ||||||||||||
Issuance of common stock, net | $ 2,617,000 | $ 3,465,000 | ||||||||||
Dilutive effect of Convertible Notes (in shares) | shares | 5,538,360 | |||||||||||
Ownership of convertible notes (as a percent) | 25.00% | |||||||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 334,410,000 | 0 | ||||||||||
Convertible senior notes, net | $ 530,378,000 | $ 168,120,000 | ||||||||||
Deferred income tax liabilities, net | 1,744,000 | 5,415,000 | ||||||||||
Accumulated deficit | 505,043,000 | 843,714,000 | $ 694,294,000 | $ 507,408,000 | ||||||||
Debt instrument, weighted average interest rates | 5.07% | 4.91% | ||||||||||
Accumulated Deficit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Accumulated deficit | $ (18,335,000) | (28,603,000) | $ (7,185,000) | $ (11,357,000) | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Convertible senior notes, net | $ 27,200,000 | |||||||||||
Deferred income tax liabilities, net | (6,600,000) | |||||||||||
Accumulated deficit | (22,575,000) | |||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Accumulated deficit | $ 2,700,000 | 696,000 | ||||||||||
0.25% Convertible Senior Notes due 2028 | Convertible Debt | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Stated interest rate (as a percent) | Rate | 0.25% | 0.25% | ||||||||||
Debt instrument, face amount | $ 345,000,000 | |||||||||||
Discount on principal amount (as a percent) | Rate | 97.00% | |||||||||||
Discount on shares | $ 10,600,000 | |||||||||||
Threshold trading days | day | 20 | |||||||||||
Consecutive trading days | day | 30 | |||||||||||
Conversion price on applicable trading day (as a percent) | 130.00% | |||||||||||
Convertible Notes, conversion ratio | Rate | 1.51172% | |||||||||||
Convertible Notes, conversion price (in dollars per share) | $ / shares | $ 66.15 | $ 48.23 | ||||||||||
Dilutive effect of Convertible Notes (in shares) | shares | 4,867,738 | |||||||||||
Redemption price of principal (as a percent) | 100.00% | |||||||||||
Ownership of convertible notes (as a percent) | 25.00% | |||||||||||
Interest expense, contractual coupon interest | $ 200,000 | |||||||||||
Interest expense, accretion of debt discount | 400,000 | |||||||||||
Interest expense, amortization of debt issuance costs | $ 6,700 | |||||||||||
Effective interest rate on Convertible Notes (as a percent) | 0.70% | |||||||||||
0.25% Convertible Senior Notes due 2028 | Convertible Debt | Level 2 | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Estimated fair value of debt | 301,700,000 | |||||||||||
0.25% Convertible Senior Notes due 2028 | Convertible Debt | Debt Instrument, Redemption, Period One | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Threshold trading days | day | 20 | |||||||||||
Consecutive trading days | day | 30 | |||||||||||
Conversion price on applicable trading day (as a percent) | 130.00% | |||||||||||
0.25% Convertible Senior Notes due 2028 | Convertible Debt | Debt Instrument, Redemption, Period Two | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Threshold trading days | day | 5 | |||||||||||
Consecutive trading days | day | 5 | |||||||||||
Principal amount priced to investors (as a percent) | Rate | 98.00% | |||||||||||
1.25% Convertible Senior Notes due 2025 | Convertible Debt | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Stated interest rate (as a percent) | 1.25% | 1.25% | 1.25% | |||||||||
Debt instrument, face amount | $ 201,300,000 | |||||||||||
Discount on principal amount (as a percent) | Rate | 97.00% | |||||||||||
Discount on shares | $ 6,900,000 | |||||||||||
Threshold trading days | day | 20 | |||||||||||
Consecutive trading days | day | 30 | |||||||||||
Conversion price on applicable trading day (as a percent) | 130.00% | |||||||||||
Convertible Notes, conversion ratio | Rate | 2.75198% | |||||||||||
Convertible Notes, conversion price (in dollars per share) | $ / shares | $ 36.34 | $ 48.23 | ||||||||||
Redemption price of principal (as a percent) | 100.00% | |||||||||||
Interest expense, contractual coupon interest | $ 600,000 | |||||||||||
Interest expense, accretion of debt discount | 300,000 | |||||||||||
Interest expense, amortization of debt issuance costs | $ 40,000 | |||||||||||
Effective interest rate on Convertible Notes (as a percent) | 1.96% | |||||||||||
Convertible debt, if converted, value in excess of principal | $ 65,900,000 | |||||||||||
1.25% Convertible Senior Notes due 2025 | Convertible Debt | Level 2 | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Estimated fair value of debt | $ 339,200,000 | $ 320,900,000 | ||||||||||
1.25% Convertible Senior Notes due 2025 | Convertible Debt | Debt Instrument, Redemption, Period One | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Threshold trading days | day | 20 | 20 | ||||||||||
Consecutive trading days | day | 30 | 30 | ||||||||||
Conversion price on applicable trading day (as a percent) | 130.00% | 130.00% | ||||||||||
1.25% Convertible Senior Notes due 2025 | Convertible Debt | Debt Instrument, Redemption, Period Two | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Threshold trading days | day | 5 | |||||||||||
Consecutive trading days | day | 5 | |||||||||||
Principal amount priced to investors (as a percent) | Rate | 98.00% | |||||||||||
Over-Allotment Option | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Issuance of common stock, net | $ 334,400,000 | $ 194,500,000 | ||||||||||
Common Stock Offering | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Offering price per share (in dollars per share) | $ / shares | $ 49 | $ 28.50 | ||||||||||
Capped Call Transactions | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 29,300,000 | |||||||||||
Capped Call Transactions, Number Of Underlying Shares | shares | 5,200,000 | |||||||||||
Offering price per share (in dollars per share) | $ / shares | $ 85.75 | |||||||||||
Premium on offering price (as a percent) | 75.00% | |||||||||||
Public offering price (in dollars per share) | $ / shares | $ 49 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jan. 11, 2021 | Dec. 31, 2020 | May 04, 2020 |
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Unamortized debt discount | $ (15,023) | |||||
Unamortized debt issuance costs | (849) | |||||
Finance Obligations | ||||||
Less: Current portion of long-term debt | (2,089) | $ (2,841) | ||||
Long-term debt, net | 683 | 967 | ||||
Total Debt | ||||||
Remainder of 2021 | 1,761 | |||||
2022 | 984 | |||||
2023 | 27 | |||||
2024 | 0 | |||||
2025 | 201,250 | |||||
Thereafter | 345,000 | |||||
Total Debt | 549,022 | |||||
Less: Current portion of long-term debt | (2,089) | |||||
Total long-term debt, net | 531,061 | 169,087 | ||||
0.25% Convertible Senior Notes due 2028 | Convertible Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Stated interest rate (as a percent) | 0.25% | 0.25% | ||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Remainder of 2021 | 0 | |||||
2022 | 0 | |||||
2023 | 0 | |||||
2024 | 0 | |||||
2025 | 0 | |||||
Thereafter | 345,000 | |||||
Total Debt | 345,000 | |||||
Less: Current portion of long-term debt | 0 | |||||
Unamortized debt discount | (10,049) | 0 | ||||
Unamortized debt issuance costs | (233) | 0 | ||||
Long-term debt, net | 334,718 | |||||
1.25% Convertible Senior Notes due 2025 | Convertible Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Stated interest rate (as a percent) | 1.25% | 1.25% | 1.25% | |||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Remainder of 2021 | 0 | |||||
2022 | 0 | |||||
2023 | 0 | |||||
2024 | 0 | |||||
2025 | 201,250 | |||||
Thereafter | 0 | |||||
Total Debt | 201,250 | |||||
Less: Current portion of long-term debt | 0 | |||||
Unamortized debt discount | (4,974) | (32,592) | ||||
Unamortized debt issuance costs | (616) | (538) | ||||
Long-term debt, net | 195,660 | |||||
Equipment Financing Obligations | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Unamortized debt discount | 0 | |||||
Unamortized debt issuance costs | 0 | |||||
Finance Obligations | ||||||
Remainder of 2021 | 1,761 | |||||
2022 | 984 | |||||
2023 | 27 | |||||
2024 | 0 | |||||
2025 | 0 | |||||
Thereafter | 0 | |||||
Total Debt | 2,772 | |||||
Less: Current portion of long-term debt | (2,089) | $ (2,841) | ||||
Long-term debt, net | $ 683 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 06, 2021 | Jun. 03, 2020 | Apr. 29, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Common Stock Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares sold in offering (in shares) | 4,081,632 | 4,400,000 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Offering price per share (in dollars per share) | $ 49 | $ 28.50 | |||
Net proceeds of common stock | $ 189.9 | $ 117.9 | |||
Payments of equity issue costs | $ 10.1 | $ 7.5 | |||
Option period (in days) | 30 days | ||||
Over-Allotment Option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares sold in offering (in shares) | 612,244 | 351,500 | 660,000 | ||
Net proceeds of common stock | $ 28.4 | $ 9.4 | |||
Payments of equity issue costs | $ 1.6 | $ 0.6 | |||
Option period (in days) | 30 days |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense (gain) | $ 2,700 | $ 2,200 |
Unrecognized stock-based compensation cost | $ 9,000 | |
Unrecognized share-based compensation expense, weighted-average recognition period (in years) | 2 years 2 months 12 days | |
Common stock issuance ESPP Plan | $ 1,024 | $ 796 |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation cost | $ 7,500 | |
Unrecognized share-based compensation expense, weighted-average recognition period (in years) | 1 year 8 months 4 days | |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee stock purchase plan, discount rate (as a percent) | 15.00% | |
Common stock issuance ESPP Plan (in shares) | 23,917 | 34,330 |
Common stock issuance ESPP Plan | $ 200 | $ 200 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of shares | |
Beginning balance (in shares) | shares | 3,785,941 |
Options granted (in shares) | shares | 251,771 |
Less: | |
Options exercised (in shares) | shares | 260,167 |
Options canceled or expired (in shares) | shares | 54,296 |
Ending balance (in shares) | shares | 3,723,249 |
Exercisable at March 31, 2021 (in shares) | shares | 2,141,203 |
Weighted Average Exercise Price | |
Weighted average exercise price, beginning balance (in dollars per share) | $ / shares | $ 15.21 |
Weighted average exercise price, granted (in dollars per share) | $ / shares | 53.16 |
Less: | |
Weighted average exercise price, exercised (in dollars per share) | $ / shares | 8.60 |
Weighted average exercise price, canceled or expired (in dollars per share) | $ / shares | 19.53 |
Weighted average exercise price, ending balance (in dollars per share) | $ / shares | 18.17 |
Weighted average exercise price, exercisable, ending balance (in dollars per share) | $ / shares | $ 11.20 |
Stock Based Compensation - Fair
Stock Based Compensation - Fair Value of Each Stock Option Award Granted (Detail) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate (%) | 0.60% |
Dividend yield (%) | 0.00% |
Weighted average fair value/share at grant date (in dollars per share) | $ 19.42 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 4 years |
Expected volatility (%) | 38.70% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years 6 months |
Expected volatility (%) | 46.60% |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of shares | |
Beginning balance (in shares) | shares | 291,891 |
Granted (in shares) | shares | 100,847 |
Vested (in shares) | shares | (55,282) |
Forfeited (in shares) | shares | (5,474) |
Ending balance (in shares) | shares | 331,982 |
Weighted average price | |
Beginning balance (in dollars per share) | $ / shares | $ 23.82 |
Granted (in dollars per share) | $ / shares | 53.17 |
Vested (in dollars per share) | $ / shares | 22.91 |
Forfeited (in dollars per share) | $ / shares | 24.14 |
Ending balance (in dollars per share) | $ / shares | $ 32.89 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | ||
Number of operating segments | segment | 2 | |
Increase in Pharma contract assets | $ 0.4 | |
Pharma contract asset, increase (as a percent) | 23.00% | |
Pharma contract liability, revenue recognized | $ 2.7 | $ 1.2 |
Amortization of contract commissions | $ 0.2 | $ 0.2 |
Revenue Recognition - Contract
Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Contract with Customer, Asset, Net [Abstract] | ||
Current pharma contract assets | $ 2,014 | $ 1,643 |
Long-term pharma contract assets | 355 | 290 |
Total pharma contract assets | 2,369 | 1,933 |
Capitalized Contract Cost [Abstract] | ||
Current pharma capitalized commissions | 182 | 185 |
Long-term pharma capitalized commissions | 1,020 | 970 |
Total pharma capitalized commissions | 1,202 | 1,155 |
Contract with Customer, Liability [Abstract] | ||
Current pharma contract liabilities | 3,992 | 4,029 |
Long-term pharma contract liabilities | 705 | 712 |
Total pharma contract liabilities | $ 4,697 | $ 4,741 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | $ 115,533 | $ 106,030 |
Clinical Services | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 96,487 | 92,982 |
Clinical Services | Client direct billing | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 60,709 | 54,292 |
Clinical Services | Commercial Insurance | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 18,574 | 21,993 |
Clinical Services | Medicare and Medicaid | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 17,150 | 16,483 |
Clinical Services | Self-Pay | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 54 | 214 |
Pharma Services | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | $ 19,046 | $ 13,048 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (22,114) | $ (6,978) |
Basic weighted average shares outstanding (in shares) | 116,199 | 104,484 |
Diluted weighted average shares outstanding (in shares) | 116,199 | 104,484 |
Basic net loss per share (in dollars per share) | $ (0.19) | $ (0.07) |
Diluted net loss per share (in dollars per share) | $ (0.19) | $ (0.07) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Shares (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jan. 11, 2021 | |
Capped Call Transactions | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Offering price per share (in dollars per share) | $ 85.75 | ||
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 2,417,804 | 3,153,959 | |
Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 216,407 | 322,559 | |
Convertible Debt Securities | 1.25% Convertible Senior Notes due 2025 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 5,538,360 | 0 | |
Convertible Debt Securities | 0.25% Convertible Senior Notes due 2028 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 4,867,738 | 0 |
Related Party Transactions (Det
Related Party Transactions (Detail) - Inivata Limited - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Strategic Alliance With Inivata Limited | ||
Related Party Transaction [Line Items] | ||
Payments to related party | $ 0.4 | $ 0 |
Line of Credit | ||
Related Party Transaction [Line Items] | ||
Line of credit facility maximum borrowing capacity | $ 15 | |
Interest rate per annum (as a percent) | 0.00% |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||
Number of operating segments | segment | 2 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 115,533 | $ 106,030 |
Total cost of revenue | 73,959 | 59,661 |
Total gross profit | 41,574 | 46,369 |
General and administrative | 40,476 | 36,344 |
Research and development | 2,456 | 2,060 |
Sales and marketing | 13,749 | 13,258 |
Total operating expenses | 56,681 | 51,662 |
Loss from operations | (15,107) | (5,293) |
Interest expense, net | 1,177 | 819 |
Other expense (income), net | 4,854 | (223) |
Loss before taxes | (21,138) | (5,889) |
Income tax expense | 976 | 1,089 |
Net loss | (22,114) | (6,978) |
PCR testing, write-offs, COVID-19 | 5,300 | |
Clinical Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 96,487 | 92,982 |
Total cost of revenue | 61,565 | 48,923 |
Total gross profit | 34,922 | 44,059 |
PCR testing, write-offs, COVID-19 | 5,300 | |
Pharma Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 19,046 | 13,048 |
Total cost of revenue | 12,394 | 10,738 |
Total gross profit | $ 6,652 | $ 2,310 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | May 04, 2021 | Apr. 07, 2021 |
Subsequent Event [Line Items] | ||
Consideration paid to other shareholders | $ 390 | |
Percent of average of average of volume-weighted average price of Common stock | 95.00% | |
Private Placement | ||
Subsequent Event [Line Items] | ||
Shares sold in offering (in shares) | 4,444,445 | |
Offering price per share (in dollars per share) | $ 45 | |
Net proceeds of common stock | $ 200 | |
Trapelo Health | ||
Subsequent Event [Line Items] | ||
Purchase price | $ 65 | |
Payment for business acquisition | 35 | |
Common stock issued for consideration | $ 30 |