Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 20, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 9490 NeoGenomics Way | ||
Entity Address, City or Town | Fort Myers | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33912 | ||
City Area Code | (239) | ||
Local Phone Number | 768-0600 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | NEO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 755 | ||
Entity Common Stock, Shares Outstanding | 127,457,980 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement for its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001077183 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
Auditor Location | San Diego, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 263,180 | $ 316,827 |
Marketable securities, at fair value | 174,809 | 198,563 |
Accounts receivable, net | 119,711 | 112,130 |
Inventories | 24,277 | 23,395 |
Prepaid assets | 15,237 | 12,354 |
Assets held for sale | 0 | 10,050 |
Other current assets | 8,077 | 8,189 |
Total current assets | 605,291 | 681,508 |
Property and equipment (net of accumulated depreciation of $131,930 and $109,952, respectively) | 102,499 | 109,465 |
Operating lease right-of-use assets | 96,109 | 102,197 |
Intangible assets, net | 408,260 | 442,325 |
Goodwill | 522,766 | 527,115 |
Other assets | 5,109 | 7,168 |
Total non-current assets | 1,134,743 | 1,188,270 |
Total assets | 1,740,034 | 1,869,778 |
Current liabilities | ||
Accounts payable | 20,510 | 17,921 |
Accrued compensation | 40,141 | 38,304 |
Accrued expenses and other liabilities | 15,070 | 17,796 |
Current portion of equipment financing obligations | 70 | 1,135 |
Current portion of operating lease liabilities | 6,584 | 6,884 |
Current pharma contract liabilities | 7,557 | 5,192 |
Total current liabilities | 89,932 | 87,232 |
Long-term liabilities | ||
Convertible senior notes, net | 535,322 | 532,483 |
Operating lease liabilities | 68,952 | 72,289 |
Deferred income tax liabilities, net | 34,750 | 55,475 |
Other long-term liabilities | 13,055 | 14,022 |
Total long-term liabilities | 652,079 | 674,269 |
Total liabilities | 742,011 | 761,501 |
Commitments and contingencies (Note 18) | ||
Stockholders’ equity | ||
Common stock, $0.001 par value, (250,000,000 shares authorized; 126,913,992 and 124,107,500 shares issued and outstanding, respectively) | 127 | 124 |
Additional paid-in capital | 1,160,882 | 1,123,628 |
Accumulated other comprehensive loss | (3,899) | (638) |
Accumulated deficit | (159,087) | (14,837) |
Total stockholders’ equity | 998,023 | 1,108,277 |
Total liabilities and stockholders’ equity | $ 1,740,034 | $ 1,869,778 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Accumulated depreciation on property and equipment | $ 131,930 | $ 109,952 |
Stockholders’ equity | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, issued (in shares) | 126,913,992 | 126,913,992 |
Common stock, outstanding (in shares) | 124,107,500 | 124,107,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenue: | |||
Total net revenue | $ 509,728 | $ 484,329 | $ 444,448 |
Cost of revenue | 321,832 | 297,269 | 258,555 |
GROSS PROFIT | 187,896 | 187,060 | 185,893 |
Operating expenses: | |||
General and administrative | 243,356 | 221,347 | 143,794 |
Research and development | 30,326 | 21,873 | 8,229 |
Sales and marketing | 67,321 | 62,594 | 47,862 |
Restructuring charges | 4,516 | 0 | 0 |
Total operating expenses | 345,519 | 305,814 | 199,885 |
LOSS FROM OPERATIONS | (157,623) | (118,754) | (13,992) |
Interest expense, net | 1,506 | 5,082 | 7,019 |
Other expense (income), net | 213 | 499 | (7,906) |
Gain on investment in and loan receivable from non-consolidated affiliate, net | 0 | (109,260) | (3,955) |
Loss on extinguishment of debt | 0 | 0 | 1,400 |
Loss on termination of cash flow hedge | 0 | 0 | 3,506 |
Loss before taxes | (159,342) | (15,075) | (14,056) |
Income tax benefit | (15,092) | (6,728) | (18,228) |
NET (LOSS) INCOME | $ (144,250) | $ (8,347) | $ 4,172 |
NET (LOSS) INCOME PER SHARE | |||
Basic (in dollars per share) | $ (1.16) | $ (0.07) | $ 0.04 |
Diluted (in dollars per share) | $ (1.16) | $ (0.07) | $ 0.04 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | |||
Basic (in shares) | 124,217 | 119,962 | 108,579 |
Diluted (in shares) | 124,217 | 119,962 | 111,794 |
Clinical Services | |||
Net revenue: | |||
Total net revenue | $ 418,754 | $ 404,172 | $ 382,337 |
Pharma Services | |||
Net revenue: | |||
Total net revenue | $ 90,974 | $ 80,157 | $ 62,111 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
NET (LOSS) INCOME | $ (144,250) | $ (8,347) | $ 4,172 |
OTHER COMPREHENSIVE (LOSS) INCOME: | |||
Net unrealized loss on marketable securities, net of tax | (3,261) | (648) | (33) |
Unrealized loss on effective cash flow hedge, net of tax | 0 | 0 | (1,000) |
Cash flow hedge termination reclassified to earnings, net of tax | 0 | 0 | 2,661 |
Total other comprehensive (loss) income, net of tax | (3,261) | (648) | 1,628 |
COMPREHENSIVE (LOSS) INCOME | $ (147,511) | $ (8,995) | $ 5,800 |
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 Capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Accumulated Deficit Cumulative 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) | 138,309 | 138,309 | ||||||
Common stock issuance ESPP Plan | $ 3,579 | 3,579 | ||||||
Issuance of restricted stock, net of forfeitures (in shares) | 97,478 | |||||||
Issuance of restricted stock, net of forfeitures | $ (1,276) | (1,276) | ||||||
Issuance of common stock for stock options (in shares) | 2,310,934 | 2,306,951 | ||||||
Issuance of common stock for stock options | $ 18,275 | $ 2 | 18,273 | |||||
Issuance of common stock - public offering, net of underwriting discounts (in shares) | 4,751,500 | |||||||
Issuance of common stock - public offering, net of underwriting discounts | 127,293 | $ 5 | 127,288 | |||||
Stock issuance fees and expenses | (268) | (268) | ||||||
ESPP expense | 875 | 875 | ||||||
Stock-based compensation expense - options and restricted stock | 9,337 | 9,337 | ||||||
Equity component of Convertible Senior Notes due 2025 | 30,912 | 30,912 | ||||||
Tax liability related to Convertible Senior Notes due 2025 | (7,504) | (7,504) | ||||||
Convertible note debt issuance costs | (137) | (137) | ||||||
Loss on effective cash flow hedge, net | (1,000) | (1,000) | ||||||
Cash flow hedge termination reclassified to earnings | 2,661 | 2,661 | ||||||
Net unrealized loss on marketable securities, net of tax | (33) | (33) | ||||||
Net Income (Loss) | 4,172 | 4,172 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 112,075,474 | |||||||
Ending balance at Dec. 31, 2020 | 694,294 | $ (22,576) | $ 112 | 701,357 | $ (23,271) | 10 | (7,185) | $ 695 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Premiums paid for capped call confirmations | $ (29,291) | (29,291) | ||||||
Common stock issuance ESPP plan (in shares) | 112,094 | 112,094 | ||||||
Common stock issuance ESPP Plan | $ 4,360 | 4,360 | ||||||
Issuance of restricted stock, net of forfeitures (in shares) | 811,335 | |||||||
Issuance of restricted stock, net of forfeitures | $ (2,817) | $ 1 | (2,818) | |||||
Issuance of common stock for stock options (in shares) | 1,372,564 | 1,372,564 | ||||||
Issuance of common stock for stock options | $ 13,678 | $ 1 | 13,677 | |||||
Issuance of common stock - private placement, net of private placement fees (in shares) | 4,444,445 | |||||||
Issuance of common stock - private placement, net of private placement fees | 189,863 | $ 4 | 189,859 | |||||
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 | |||||
Issuance of common stock for acquisition (in shares) | 597,712 | |||||||
Issuance of common stock for acquisition | 29,175 | $ 1 | 29,174 | |||||
Stock issuance fees and expenses | (372) | (372) | ||||||
ESPP expense | 1,052 | 1,052 | ||||||
Stock-based compensation expense - options and restricted stock | 21,406 | 21,406 | ||||||
Net unrealized loss on marketable securities, net of tax | (648) | (648) | ||||||
Net Income (Loss) | (8,347) | (8,347) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 124,107,500 | |||||||
Ending balance at Dec. 31, 2021 | $ 1,108,277 | $ 124 | 1,123,628 | (638) | (14,837) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issuance ESPP plan (in shares) | 415,450 | 415,450 | ||||||
Common stock issuance ESPP Plan | $ 3,787 | 3,787 | ||||||
Issuance of restricted stock, net of forfeitures (in shares) | 1,446,783 | |||||||
Issuance of restricted stock, net of forfeitures | $ (1,577) | $ 2 | (1,579) | |||||
Issuance of common stock for stock options (in shares) | 949,259 | 944,259 | ||||||
Issuance of common stock for stock options | $ 10,378 | $ 1 | 10,377 | |||||
Stock issuance fees and expenses | (3) | (3) | ||||||
ESPP expense | 1,040 | 1,040 | ||||||
Stock-based compensation expense - options and restricted stock | 23,632 | 23,632 | ||||||
Net unrealized loss on marketable securities, net of tax | (3,261) | (3,261) | ||||||
Net Income (Loss) | (144,250) | (144,250) | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 126,913,992 | |||||||
Ending balance at Dec. 31, 2022 | $ 998,023 | $ 127 | $ 1,160,882 | $ (3,899) | $ (159,087) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
NET (LOSS) INCOME | $ (144,250,000) | $ (8,347,000) | $ 4,172,000 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation | 35,372,000 | 30,192,000 | 25,904,000 |
Amortization of intangibles | 34,058,000 | 23,160,000 | 9,817,000 |
Non-cash stock-based compensation | 24,672,000 | 22,458,000 | 10,212,000 |
Non-cash operating lease expense | 9,775,000 | 8,716,000 | 6,168,000 |
Amortization of convertible debt discount | 2,657,000 | 2,563,000 | 4,358,000 |
Amortization of debt issuance costs | 182,000 | 178,000 | 165,000 |
Loss on debt extinguishment | 0 | 0 | 1,400,000 |
Loss on termination of cash flow hedge | 0 | 0 | 3,506,000 |
Gain on investment in and loan receivable from non-consolidated affiliate, net | 0 | (109,260,000) | (3,955,000) |
Interest on loan receivable from non-consolidated affiliate | 0 | (391,000) | 0 |
Loss on disposal of assets | 2,858,000 | 606,000 | 450,000 |
Gain on sale of assets held for sale | (2,048,000) | 0 | 0 |
Impairment of long-lived assets | 718,000 | 0 | 0 |
Write off of COVID-19 PCR testing inventory and equipment | 0 | 6,061,000 | 0 |
Other non-cash items | 1,714,000 | 1,941,000 | 1,010,000 |
Changes in assets and liabilities, net: | |||
Accounts receivable, net | (7,581,000) | (4,691,000) | (12,601,000) |
Inventories | (1,100,000) | 1,634,000 | (15,197,000) |
Prepaid lease asset | 0 | (4,788,000) | (20,229,000) |
Prepaid and other assets | (1,160,000) | (1,906,000) | (9,750,000) |
Operating lease liabilities | (8,557,000) | (7,875,000) | (4,916,000) |
Deferred income tax liabilities, net | (16,098,000) | (6,299,000) | (10,972,000) |
Accounts payable, accrued and other liabilities | 2,795,000 | 19,325,000 | 11,918,000 |
Net cash (used in) provided by operating activities | (65,993,000) | (26,723,000) | 1,460,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of marketable securities | (97,605,000) | (196,791,000) | (73,101,000) |
Proceeds from sales and maturities of marketable securities | 116,915,000 | 62,970,000 | 5,356,000 |
Purchases of property and equipment | (30,891,000) | (64,142,000) | (29,096,000) |
Proceeds from assets held for sale | 12,098,000 | 0 | 0 |
Business acquisitions, net of cash acquired | 0 | (419,404,000) | (37,000,000) |
Investment in non-consolidated affiliate | 0 | 0 | (25,600,000) |
Loan receivable from non-consolidated affiliate | 0 | (15,000,000) | 0 |
Net cash provided by (used in) investing activities | 517,000 | (632,367,000) | (159,441,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Repayment of equipment financing obligations | (758,000) | (3,047,000) | (5,615,000) |
Repayment of term loan | 0 | 0 | (97,540,000) |
Cash flow hedge termination | 0 | 0 | (3,317,000) |
Issuance of common stock, net | 12,587,000 | 15,080,000 | 20,310,000 |
Proceeds from issuance of convertible debt, net of issuance costs | 0 | 334,410,000 | 194,466,000 |
Premiums paid for capped call transactions | 0 | (29,291,000) | 0 |
Proceeds from equity offering, net of issuance costs | 0 | 408,133,000 | 127,293,000 |
Net cash provided by financing activities | 11,829,000 | 725,285,000 | 235,597,000 |
Net change in cash and cash equivalents | (53,647,000) | 66,195,000 | 77,616,000 |
Cash, cash equivalents and restricted stock, beginning of year | 316,827,000 | 250,632,000 | 173,016,000 |
Cash, cash equivalents and restricted cash, end of year | 263,180,000 | 316,827,000 | 250,632,000 |
Cash and cash equivalents | 263,180,000 | 316,827,000 | 228,713,000 |
Restricted cash | 0 | 0 | 21,919,000 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 3,404,000 | 3,065,000 | 2,926,000 |
Income taxes paid, net | 180,000 | 148,000 | 246,000 |
Supplemental disclosure of non-cash investing and financing information: | |||
Fair value of common stock issued to fund business acquisition | 0 | 29,174,000 | 0 |
Equipment acquired under financing obligations | 0 | 0 | 428,000 |
Purchases of property and equipment included in accounts payable | $ 1,688,000 | $ 1,315,000 | $ 2,007,000 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Nature of the Business NeoGenomics, Inc., a Nevada corporation (the “Parent,” “Company,” or “NeoGenomics”), and its subsidiaries, operate as a certified, high complexity clinical laboratory in accordance with the federal government’s Clinical Laboratory Improvement Act, as amended, 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 The impact from the COVID-19 pandemic, including recent COVID-19 variants, and the related disruptions had a significant adverse impact on the Company’s results of operations, volume growth rates and test volumes in 2020, 2021 and 2022. 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 may 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 expected 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 loss 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 for the year ended December 31, 2021. There were no such amounts recorded for each of the years ended December 31, 2022 and 2020. 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. During the year ended December 31, 2020, the Company recognized $7.9 million in grant income related to the CARES Act. There were no such amounts recorded for each of the years ended December 31, 2022 and 2021. CARES Act grant income is classified in other expense (income), net, on the Consolidated Statements of Operations. The CARES Act also permits the deferral of payment of the employer portion of social security taxes between March 27, 2020 and December 31, 2020. 50% of the deferred amount was due on December 31, 2021 and the remaining 50% was due on December 31, 2022. As of December 31, 2022, there were no accrued deferred social security taxes related to the CARES Act recorded on the Consolidated Balance Sheets. As of December 31, 2021, the total accrued deferred social security taxes, related to the CARES Act was $3.0 million. This amount was recorded in accrued expenses and other liabilities on the Consolidated Balance Sheets. Additionally, the CARES Act included an Employee Retention Tax Credit (“ERTC”) provision designed to encourage employers to retain employees on their payroll. The ERTC is a refundable tax credit against certain payroll taxes paid by employers for eligible wages paid between March 13, 2020 and September 30, 2021 that meet the requirements of the ERTC |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of the Parent and its subsidiaries. All intercompany accounts and balances have been eliminated in consolidation. 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, business combinations, impairment analysis of goodwill, and restructuring reserves. 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. Principles of Consolidation The Company determines whether investments in affiliates are a Variable Interest Entity (“VIE”) at the start of each new venture and when a reconsideration event has occurred. A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) and is determined to be the primary beneficiary. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company accounts for its equity investments that are under 20% of the total equity outstanding and for which the Company does not have significant influence by applying the cost method. Investments that are under 20% of the total equity outstanding and for which the Company has significant influence are accounted for using the equity method unless a scope exception is applicable. Investments in which the Company holds a non-controlling interest and are between 20-50% equity are accounted for using the equity method. For any equity investments in which the Company holds over 50% of the outstanding stock, or for investments in which the Company controls the investee, the Company consolidates those entities into the Consolidated Financial Statements. Segment Reporting The Company reports its activities in two reportable segments; (1) the Clinical Services segment and (2) the Pharma Services segment. These reportable segments deliver testing services to hospitals, reference labs, pathologists, oncologists, clinicians, pharmaceutical firms, and researchers and represent 100% of the Company’s consolidated assets, net revenue, and net (loss) income in each of the years ended December 31, 2022, 2021 and 2020. Please refer to Note 20. Segment Information, for further financial information about these segments. Business Combinations The Company accounts for acquisitions of entities over which control is obtained that include inputs and processes and have the ability to create outputs as business combinations. The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent third-party valuations that use information and assumptions provided by management, which consider estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired less liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, estimated cost savings, cash flows, discount rates, estimated useful lives, and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses in the Consolidated Statements of Operations. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. Fair Value of Financial Instruments The carrying value of cash, certain cash equivalents, accounts receivable, net, other current assets, accounts payable, accrued expenses and other liabilities, and Pharma contract liabilities are considered reasonable estimates of their respective fair values due to their short-term nature. The Company measures its marketable securities at fair value on a recurring basis. Please refer to Note 4. Fair Value Measurements, for further discussion. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. The Company maintains its cash and cash equivalents with financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2022, its concentration of credit risk related to cash and cash equivalents was not significant. Marketable Securities The Company classifies all marketable securities as 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. Marketable securities are carried at fair value, with the unrealized holding gains and losses, net of income taxes, reflected in accumulated other comprehensive income until realized. The Company evaluates its marketable securities for other-than-temporary impairment on a quarterly basis. Unrealized losses are charged against net earnings when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary, such as the length and extent of the fair value decline, the financial condition and near-term prospects of the issuer, and whether there is the intent to sell or will more likely than not be required to sell before the securities’ anticipated recovery. There were no other-than-temporary impairments for the years ended December 31, 2022, 2021 and 2020. Regardless of the intent to sell a security, the Company performs additional analysis on all securities with unrealized losses to evaluate losses associated with the creditworthiness of the security. Credit losses are recorded when the Company does not expect to receive cash flows sufficient to recover the amortized cost basis of a security. For the purposes of computing realized and unrealized gains and losses, cost and fair value are determined on a specific identification basis. Accounts Receivable, net Accounts receivable are reported for all Clinical Services 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. For Pharma Services the Company negotiates billing schedules and payment terms on a contract-by-contract basis which can include payments based on certain milestones being achieved. Inventories Inventories consist principally of testing supplies and are valued at lower of cost or net realizable value, using the first-in, first-out method. The Company periodically reviews its inventories for excess or obsolescence and writes-down obsolete or otherwise unmarketable inventories to their estimated net realizable value. Prepaid Assets The Company records a prepaid expense for costs paid but not yet incurred. Those expected to be incurred within one year are recorded as prepaid assets within total current assets on the Consolidated Balance Sheets. Any costs expected to be incurred outside of one year are recorded as other assets within total non-current assets on the Consolidated Balance Sheets. Assets Held for Sale Assets to be disposed of by sale are reclassified as held for sale if their carrying amounts are expected to be recovered through a sale transaction rather than through continuing use and when the Company commits to a plan to sell the assets. Assets classified as held for sale are measured at the lower of their carrying value or fair value less selling costs. Such assets are classified within current assets if there is reasonable certainty that the sale and collection of consideration will take place within one year. Upon reclassification as held for sale, long-lived assets are no longer depreciated or amortized and a measurement for impairment is performed to determine if there is an excess of carrying value over fair value less costs to sell. Any remeasurement is reported as an adjustment to the carrying value of the assets. Subsequent changes to estimated fair value less the selling costs will impact the measurement of assets held for sale if the fair value is determined to be less than the carrying value of the assets. Other Current Assets As of December 31, 2022 and 2021, other current assets consisted primarily of receivables related to research and development (“R&D”) tax credits, pharma contract assets and other non-trade receivables. Property and Equipment, net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the related lease terms or their estimated useful lives. Costs incurred in connection with the development of internal-use software are capitalized in accordance with the accounting standard for internal-use software, and are amortized over the expected useful life of the software. The Company periodically reviews the estimated useful lives of property and equipment. Changes to the estimated useful lives are recorded prospectively from the date of the change. Upon retirement or sale, the cost of the assets disposed of, and the related accumulated depreciation, are removed from the accounts and any resulting gain or loss is included in loss from operations. Repairs and maintenance costs are expensed as incurred and are included in cost of revenue, general and administrative expenses or R&D expenses, as appropriate in the Consolidated Statements of Operations. Leases The Company leases corporate offices and laboratory spaces throughout the world, all of which are classified as operating leases expiring at various dates and generally having terms ranging from 1 to 20 years. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Some of the Company’s real estate lease agreements include options to either renew or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 5 years. When it is reasonably certain that the Company will exercise an option to renew or terminate a lease, these options are considered in determining the classification and measurement of the lease at lease commencement. Lease liabilities are recorded based on the present value of the future lease payments over the lease term and assessed as of the commencement date. Incentives received from landlords, such as reimbursements for tenant improvements and rent abatement periods, effectively reduce the total lease payments owed for leases. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance), as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost. The Company utilizes its incremental borrowing rate by lease term in order to calculate the present value of its future lease payments when the implicit rates in the leases agreements are not readily determinable. The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. Operating lease costs represent fixed lease payments recognized on a straight-line basis over the lease term. Operating lease costs include an immaterial amount of variable lease costs and are recorded in cost of revenue, general and administrative, sales and marketing, and R&D expenses (depending on the nature of the leased asset) in the Consolidated Statements of Operations. Intangible Assets, net Intangible assets with determinable useful lives are recorded initially at acquired fair value or cost, less accumulated amortization. Each intangible asset with a determinable useful life is amortized over its estimated useful life using the straight-line method. The Company periodically reviews the estimated pattern in which the economic benefits will be consumed and adjusts the amortization period and pattern to match the estimate. Intangible assets with indefinite useful lives are recorded initially at fair value or cost and are tested annually for impairment or more frequently if management believes indicators of impairment exist. For the years ended December 31, 2022, 2021 and 2020, no impairment losses related to intangible assets with indefinite useful lives were recorded. At December 31, 2022 and 2021 the Company’s intangible assets were comprised of customer relationships, trade names and trademarks, marketing assets, and developed technology. Recoverability and Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets (including definite-lived intangible assets) if events or changes in circumstances indicate the assets may be impaired. Evaluation of possible impairment is based on the Company’s ability to recover the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If the expected undiscounted pretax cash flows are less than the carrying amount of such asset, an impairment loss is recognized for the difference between the estimated fair value to the carrying amount of the asset. For the years ended December 31, 2021 and 2020, no impairment losses were recognized related to long-lived assets. For the year ended December 31, 2022, the Company recognized $0.7 million of impairment charges to facility-related assets within restructuring charges on the Consolidated Statements of Operations. For further details on the Company’s restructuring activities, please refer to Note 14. Restructuring. Goodwill The Company evaluates goodwill on an annual basis in the fourth quarter, or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management performs a quantitative goodwill impairment test. The quantitative analysis is performed by comparing the fair value of the reporting unit to its carrying value. If the carrying value is greater than the estimate of fair value, an impairment loss will be recognized for the amount in which the carrying amount exceeds the reporting unit’s fair value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows approach and the market approach, which utilizes comparable companies’ data. For the years ended December 31, 2022, 2021 and 2020, the Company’s evaluation of goodwill resulted in no impairment losses. At June 30, 2022, the Company performed a qualitative assessment to determine whether it was more likely than not that the fair values of its reporting units were less than their carrying values. Such qualitative factors included macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant events. As a result of the qualitative assessment, the Company determined that there were indicators that it was more likely than not that the fair values of its reporting units were less than their carrying values. Accordingly, the Company performed a quantitative analysis and determined the reporting units’ fair values exceeded the reporting units’ carrying values and there was no impairment of the recorded goodwill as of June 30, 2022. Contingencies The Company accrues contingent losses when estimated impacts of various conditions, situations or circumstances involve uncertain outcomes. Contingent losses are recorded based on management judgment along with internal and external advice from legal counsel and/or technical consultants. Estimated losses from contingencies are recorded when both of the following conditions are met: (i) information available before the financial statements are issued (or available to be issued) indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and (ii) the amount of loss can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, that amount shall be accrued. When no amount within the range is a better estimate than any other amount, however, the minimum amount in the range shall be accrued. Please refer to Note 18. Commitments and Contingencies, for further discussion. Debt Issuance Costs Debt issuance costs related to convertible senior notes are recorded as deductions that net against the principal value of the debt and are amortized as interest expense over the life of the debt using the effective interest method. Debt issuance costs related to term loans are recorded as direct deductions from the carrying amount of the term loan and are amortized to interest expense over the life of the debt using the effective interest method. Debt issuance costs relating to line of credit arrangements are recorded as assets and amortized over the term of the credit arrangement regardless of whether any outstanding borrowing existed. Please refer to Note 9. Debt, for further information on debt issuance costs. 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 values. 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 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 determined using the simplified method under SAB 107 which represents the average between the vesting term and the contractual term. The Company utilizes the simplified method to determine the expected life of the options due to insufficient exercise activity during recent years. 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 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. Revenue Recognition Clinical Services 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 at the point in time 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 90 to 120 days of billing for commercial insurance, Medicare and other governmental and self-pay patients and within 60 to 90 days of billing for client payers. Pharma Services The Company’s Pharma Services segment generally enters into contracts with pharmaceutical and biotech customers as well as other contract research organizations (“CROs”) to provide research and clinical trial services. Such services also include validation studies and assay development. The Company records revenue on a unit-of-service basis based on the number of units completed towards the satisfaction of a performance obligation. Certain contracts include upfront fees or billing milestones that are recognized over time, which aligns with the progress of the Company towards fulfilling its obligations under the contract. Additional offerings within the Pharma Services portfolio includes Informatics, which involves the licensing of de-identified data to pharmaceutical and biotech customers in the form of either retrospective records or prospective deliveries of data. Informatics revenue is recognized at a point in time upon delivery of retrospective data or over time for prospective data feeds. The Company negotiates billing schedules and payment terms on a contract-by-contract basis, and contract terms generally provide for payments based on a unit-of-service arrangement. Amounts collected in advance of services provided are deferred as contract liabilities. 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 account receivable is recorded. Additionally, Pharma Services incurs sales commissions in the process of obtaining contracts with customers. Sales commissions that are payable upon contract award are recognized as assets and amortized over the expected life of the customer relationship. For offerings with primarily short-term contracts, such as Informatics, the Company applies the practical expedient which allows costs to obtain a contract to be expensed when incurred, if the amortization period of the assets that would otherwise have been recognized is one year or less. Contract assets and capitalized commissions are included in other current assets and other assets on the Consolidated Balance Sheets. 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. Cost of Revenue Cost of revenue includes payroll and payroll related costs for performing tests, project management, depreciation of laboratory equipment and laboratory leasehold improvements, rent for laboratory facilities, laboratory reagents, probes and supplies, delivery and courier costs relating to the transportation of specimens to be tested, and amortization for acquired Inivata developed technology intangible assets. The expenses related to shipping specimens to the facilities for testing, includes costs incurred for contract couriers, commercial airline flights, and courier charges. The Company also incurs expenses returning samples and slides to its customers. For the years ended December 31, 2022, 2021 and 2020, the Company recorded shipping expenses of approximately $19.6 million, $16.5 million, and $13.8 million, respectively as cost of revenue in the Consolidated Statements of Operations. General and Administrative Expenses General and administrative expenses consist of payroll and payroll related costs for the Company’s billing, finance, human resources, information technology, and other administrative personnel as well as stock-based compensation. The Company also includes professional services, facilities expense, IT infrastructure costs, depreciation, amortization, and other administrative-related costs in general and administrative expenses in the Consolidated Statements of Operations. Research and Development Expenses R&D costs are expensed as incurred. R&D expenses consist of payroll and payroll related costs, laboratory supplies, depreciation of laboratory equipment, and costs for samples to complete validation studies. These expenses are primarily incurred to develop new genetic tests. Sales and Marketing Expenses Sales and marketing expenses are primarily attributable to employee-related costs including sales management, sales representatives, sales and marketing consultants, and marketing and customer service personnel in the Clinical Services segment. Advertising costs are expensed at the time they are incurred and are deemed immaterial for the years ended December 31, 2022, 2021 and 2020. Restructuring charges Restructuring charges relate to a restructuring program to improve execution and drive efficiency across the organization. Restructuring charges consist of severance and other employee costs, costs for optimizing the Company’s geographic presence, and consulting and other costs. For further details on the Company’s restructuring activities, please refer to Note 14. Restructuring. 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 bad debts, 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. 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 on the Consolidated Balance Sheets. At December 31, 2022 and 2021, the Company has an uncertain tax position related to Federal and State R&D tax credits. The Company does not expect a significant change in its uncertain tax positions in the next 12 months. Net (Loss) Income per Common Share The Company calculates basic net (loss) income per share attributable to common stockholders by dividing net (loss) income by the weighted-average number of shares of common stock outstanding for the period. Diluted net (loss) income per share is computed using the weighted average number of common shares outstanding during the applicable period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and convertible notes, as well as non-vested restricted stock awards which are not considered outstanding with respect to the weighted average common shares outstanding in the calculation of basic net (loss) income per share. Potentially dilutive shares are determined by applying the treasury stock method to the Company’s outstanding stock options and restricted stock awards. Potentially dilutive shares issuable upon conversion of the 0.25% Convertible Senior Notes due 2028 and the 1.25% Convertible Senior Notes due 2025 are calculated using the if-converted method. Recent Accounting Pronouncements In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance (“ASU 2021-10”). This update requires business entities to disclose information about certain government assistance they receive. Such disclosure requirements include the nature of the transactions and the related accounting policy used, the line items on the balance sheet and income statement that are affected and the amounts applicable to each financial statement line item and significant terms and conditions of the transactions. ASU 2021-10 is effective for annual periods beginning after December 15, 2021, with early adoption permitted. ASU 2021-10 should be applied either (1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Trapelo Health On April 7, 2021 (the “Trapelo Acquisition Date”), the Company completed the acquisition of a 100% ownership interest in Intervention Insights, Inc. d/b/a Trapelo Health (“Trapelo”), an information technology company focused on precision oncology. The purchase price consisted of (i) cash consideration of $35.6 million, which included a net adjustment of $0.6 million for estimated cash on hand of Trapelo and estimated working capital adjustments on the Trapelo Acquisition Date, and (ii) equity consideration of $29.2 million, consisting of 597,712 shares of the Company’s common stock, par value $0.001 per share, valued at $48.81 per share. The Company acquired control of Trapelo on the Trapelo Acquisition Date; therefore, the fair value of the common stock issued as part of consideration was determined on the basis of the closing market price of the Company’s common stock immediately prior to the Trapelo Acquisition Date. The Trapelo acquisition enhances the Company’s ability to provide customers clinical decision support to help answer complex questions related to precision oncology biomarker testing and treatment options as part of the Company’s comprehensive oncology offerings. The acquisition of Trapelo was determined to be a business combination and has been accounted for using the acquisition method. The purchase price and purchase price allocation were based upon management’s best estimates and assumptions and were considered final as of March 31, 2022. The following table summarizes the purchase consideration recorded for the acquisition of Trapelo, the fair value of the net assets acquired and liabilities assumed, and the calculation of goodwill based on the excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed at the Trapelo Acquisition Date (in thousands, except per share data): Amount Purchase consideration: Shares of common stock issued as consideration 597,712 Per share value of common stock issued as consideration $ 48.81 Fair value of common stock at Trapelo Acquisition Date $ 29,174 Plus: Cash paid at closing 35,591 Total purchase consideration $ 64,765 Allocation of the purchase consideration: Cash $ 713 Other current assets 282 Identifiable intangible asset - marketing assets 549 Identifiable intangible asset - developed technology 19,040 Other long-term assets 268 Total identifiable assets acquired 20,852 Current liabilities (751) Net identifiable assets acquired 20,101 Goodwill 44,664 Total purchase consideration $ 64,765 The identified developed technology and marketing intangible assets are being amortized over ten years and four years, respectively, based on their estimated useful lives. The weighted-average amortization period in total for all classes of intangible assets from the Trapelo acquisition is 9.8 years. The developed technology was valued using the income approach, specifically, the multi-period excess earnings method, which measures the after-tax cash flows attributable to the developed technology. The marketing intangible assets were valued using the income approach, specifically, the relief from royalty method, which measures the cash flow streams attributable to the marketing intangible assets in the form of the avoided royalty payment that would be paid to the owner in return for the rights to use the marketing intangible assets had the intangible assets not been acquired. The values of the identifiable intangible assets represent Level 3 measurements as they were based on unobservable inputs reflecting the Company’s assumptions used in pricing the assets at fair value. These inputs required significant judgments and estimates at the time of the valuation. The goodwill recognized, all of which is assigned to the Clinical Services segment, was primarily attributable to expected synergies of the combined businesses and the acquisition of an assembled workforce knowledgeable of the healthcare and information technology industries. None of the goodwill resulting from the acquisition of Trapelo is expected to be deductible for income tax purposes. Acquisition and integration costs related to Trapelo were approximately $1.8 million for the year ended December 31, 2021 and are recorded as general and administrative expenses in the Company’s Consolidated Statements of Operations. There were no such amounts recorded for the years ended December 31, 2022 and 2020. The results of operations of Trapelo are included in the Company’s Consolidated Financial Statements beginning on the Trapelo Acquisition Date. Revenue and net (loss) income of Trapelo included in the Consolidated Statements of Operations was not material for the period from the Trapelo Acquisition Date to December 31, 2021. No pro forma information has been included relating to the Trapelo acquisition, as this acquisition was not deemed to be material to the Company’s revenue or net loss on a pro forma basis. Inivata Limited On June 18, 2021 (the “Inivata Acquisition Date”), the Company completed the acquisition of the remaining equity interests in Inivata Limited, a private limited company incorporated in England and Wales (“Inivata”). Inivata is a global, commercial stage, liquid biopsy platform company. The acquisition follows a $25.0 million minority equity investment by the Company in Series C1 Preference Shares (the “Preference Shares” or “previously-held equity interest”) in Inivata in May 2020, at which time the Company also acquired a fixed price option to purchase the remainder of equity interests in Inivata for $390.0 million (the “Purchase Option”). The Company and Inivata also entered into a line of credit agreement in the amount of $15.0 million (the “Line of Credit”) in May 2020. For further details regarding the previously-held equity investment in Inivata, the Purchase Option and the Line of Credit, please refer to Note 8. Investment in Non-Consolidated Affiliate. The Inivata acquisition adds liquid biopsy platform technology, including minimal residual disease testing capabilities, to the Company’s comprehensive portfolio of oncology testing solutions. The purchase price consisted of cash consideration of $398.6 million, which included a net adjustment of $8.6 million for estimated cash on hand of Inivata and other adjustments on the Inivata Acquisition Date, and was funded through cash on hand and a private placement of equity. For further information regarding the private placement of equity, please refer to Note 11. Equity Transactions. Prior to the acquisition of the remaining equity interests in Inivata, the Company accounted for its previously-held equity interest and the Purchase Option in Inivata as equity securities without a readily determinable fair value. The equity interests were recorded 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. Therefore, the Company’s acquisition of control of Inivata on the Inivata Acquisition Date was accounted for as a business combination achieved in stages under the acquisition method. Accordingly, the Company used a discounted cash flow to derive a business enterprise value of Inivata in order to determine the acquisition-date fair value of the Company’s previously-held equity interest and Purchase Option in Inivata. To determine the fair value of the previously-held equity interest, the fair value of Inivata’s total equity was allocated to its various classes of equity based on the respective rights and privileges of each class of stock in liquidation. The business enterprise value and a Black-Scholes model were then used to determine the fair value of the remaining equity acquired through the exercise of the Purchase Option. The Purchase Option was recorded at the fair value at the Inivata Acquisition Date based on its settlement value. This resulted in fair values of $64.9 million in Preference Shares and a $74.3 million Purchase Option, immediately prior to the acquisition. On the Inivata Acquisition Date, the $10.3 million outstanding under the Line of Credit extended by the Company to Inivata was effectively settled as part of the acquisition of Inivata at the $15.0 million principal amount and was recorded as part of the consideration transferred in the acquisition. The Company recorded a gain on investment in and loan receivable from non-consolidated affiliate, net, within the Company’s Consolidated Statements of Operations of $109.3 million for the year ended December 31, 2021 for the excess of the acquisition-date fair value of the Company’s previously-held equity interest, Purchase Option, and Line of Credit over their carrying values. For further details regarding the previously-held equity investment and purchase option in Inivata, please refer to Note 8. Investment in Non-Consolidated Affiliate. The purchase price and purchase price allocation were based upon management’s best estimates and assumptions and were considered final as of June 30, 2022. The following table summarizes the calculation of goodwill based on the excess of the estimated fair value of the consideration transferred including the fair value of the Line of Credit, and the estimated fair value of the previously-held equity interest and Purchase Option, over the estimated fair value of the net assets acquired and liabilities assumed at the Inivata Acquisition Date and includes measurement period adjustments recorded during 2021 (in thousands): June 18, 2021 Measurement Period Adjustments Adjustment June 18, 2021 Fair value of business combination: Cash paid at closing $ 398,594 $ — $ — $ 398,594 Fair value of Line of Credit 15,000 — — 15,000 Fair value of consideration transferred $ 413,594 $ — $ — $ 413,594 Fair value of previously-held equity interest (1) 62,919 1,987 — 64,906 Fair value of Purchase Option (1) 58,537 15,763 — 74,300 Total fair value of business combination $ 535,050 $ 17,750 $ — $ 552,800 Allocation of the fair value business combination: Cash $ 14,068 $ — $ — $ 14,068 Other current assets (2) 5,366 345 — 5,711 Property and equipment 1,753 — — 1,753 Identifiable intangible assets - developed technology (1) 302,982 (11,796) — 291,186 Identifiable intangible assets - trademarks (1) 31,700 (226) — 31,474 Identifiable intangible asset - trade name (1) 2,322 253 — 2,575 Other long-term assets 6,240 — — 6,240 Total identifiable assets acquired 364,431 (11,424) — 353,007 Current liabilities (4,241) (1,650) — (5,891) Deferred income tax liabilities (3)(4) (64,680) 3,686 4,349 (56,645) Other long-term liabilities (4,690) — — (4,690) Net identifiable assets acquired 290,820 (9,388) 4,349 285,781 Goodwill (4) 244,230 27,138 (4,349) 267,019 Total fair value of business combination $ 535,050 $ 17,750 $ — $ 552,800 (1) Measurement period adjustment primarily relates to a change in estimated taxes based on jurisdictions in which forecasted profits are expected to be generated. (2) Measurement period adjustment relates to the recognition of a credit which Inivata is entitled to claim for certain research and development expenditures. (3) Measurement period adjustment relates to a change in estimated deferred income tax liabilities as a result of the reduction in the amounts for intangibles assets and related future amortization. (4) During the third quarter of 2022, the Company recorded a $4.3 million decrease to goodwill and corresponding decrease to deferred income tax liabilities, net, on the Consolidated Balance Sheets to correct an immaterial error related to a prior period. The error was not material to any previously reported annual or interim consolidated financial statements. The identified developed technology intangible assets and the trademark intangible assets are both being amortized over fifteen years, and the trade name intangible asset is being amortized over five years, based on their estimated useful lives. The weighted-average amortization period in total for all classes of intangible assets from the Inivata acquisition is 14.9 years. The developed technology was valued using the income approach, specifically, the multi-period excess earnings method, which measures the after-tax cash flows attributable to the developed technology. The trademarks and trade name assets were valued using the income approach, specifically, the relief from royalty method, which measures the cash flow streams attributable to the trademarks and trade name assets in the form of the avoided royalty payment that would be paid to the owner in return for the rights to use the trademarks and trade name assets had the assets not been acquired. The values of the identifiable intangible assets represent Level 3 measurements as they were based on unobservable inputs reflecting the Company’s assumptions used in pricing the assets at fair value. These inputs required significant judgments and estimates at the time of the valuation. The goodwill recognized, of which $234.6 million and $32.4 million was assigned to the Clinical Services and Pharma Services segments, respectively, was primarily attributable to expected synergies of the combined businesses and the acquisition of an assembled workforce knowledgeable of liquid biopsy technology for oncology testing. The recording of amortizable intangibles has given rise to a deferred tax liability upon the acquisition of Inivata which increased goodwill by $56.6 million. None of the goodwill resulting from the acquisition of Inivata is expected to be deductible for income tax purposes. Acquisition and integration costs related to Inivata were $13.9 million for the year ended December 31, 2021 and are recorded as general and administrative expenses in the Company’s Consolidated Statements of Operations. There were no such amounts recorded for the years ended December 31, 2022 and 2020. The results of operations of the Company’s Inivata subsidiary are included in the Company’s Consolidated Financial Statements beginning on the Inivata Acquisition Date. For the period from the Inivata Acquisition Date to December 31, 2021, the Inivata subsidiary revenue was $1.5 million, all of which was recorded in Pharma Services revenue. The Inivata subsidiary net loss was $27.6 million for the period from the Inivata Acquisition Date to December 31, 2021. The following unaudited pro forma information has been provided for illustrative purposes only and is not necessarily indicative of results that would have occurred had the acquisition of Inivata occurred on January 1, 2020, nor are they necessarily indicative of future results (in thousands): For the years ended December 31, 2021 2020 Net revenue $ 484,231 $ 444,884 Net loss $ (129,251) $ (65,387) These unaudited pro forma results represent the combined results of operations of the Company and Inivata, on an unaudited pro forma basis, for the period in which the acquisition of Inivata occurred and the prior reporting period as though the companies had been combined as of the beginning of the earliest period presented. Therefore, the unaudited pro forma consolidated results have been prepared by adjusting the Company’s historical results to include the acquisition of Inivata as if it occurred on January 1, 2020. Acquisition-related transaction costs incurred by Inivata of $11.0 million are included in net loss as if incurred on January 1, 2020. Acquisition-related transaction and retention costs incurred by the Company of $13.9 million are included in net loss as if incurred on January 1, 2020. These unaudited pro forma consolidated historical results exclude $109.3 million and $4.0 million of gain on investment in and loan receivable from non-consolidated affiliate, net, recorded for the years ended December 31, 2021 and 2020, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022 and 2021 (in thousands): December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 56,426 $ — $ (651) $ 55,775 Yankee bonds 5,358 — (92) 5,266 Agency bonds 12,485 — (116) 12,369 Municipal bonds 12,841 — (1,030) 11,811 Commercial paper 2,846 8 — 2,854 Asset-backed securities 25,544 2 (427) 25,119 Corporate bonds 63,748 3 (2,136) 61,615 Total $ 179,248 $ 13 $ (4,452) $ 174,809 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 52,791 $ 11 $ (138) $ 52,664 Yankee bonds 6,175 1 (16) 6,160 Agency bonds 17,546 — (16) 17,530 Municipal bonds 12,440 — (211) 12,229 Commercial paper 17,694 — (4) 17,690 Asset-backed securities 27,620 1 (86) 27,535 Corporate bonds 65,198 9 (452) 64,755 Total $ 199,464 $ 22 $ (923) $ 198,563 The Company had $0.9 million and $0.6 million of accrued interest receivable at December 31, 2022 and 2021, respectively, included in other assets The following tables set forth the fair value of available-for-sale marketable securities by contractual maturity at December 31, 2022 and 2021 (in thousands): December 31, 2022 One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 40,795 $ 14,980 $ — $ 55,775 Yankee bonds 2,734 2,532 — 5,266 Agency bonds 6,470 5,899 — 12,369 Municipal bonds — 11,811 — 11,811 Commercial paper 2,854 — — 2,854 Asset-backed securities 23,179 1,940 — 25,119 Corporate bonds 35,377 26,238 — 61,615 Total $ 111,409 $ 63,400 $ — $ 174,809 December 31, 2021 One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 22,550 $ 30,114 $ — $ 52,664 Yankee bonds 4,150 2,010 — 6,160 Agency bonds 14,041 3,489 — 17,530 Municipal bonds — 12,229 — 12,229 Commercial paper 17,690 — — 17,690 Asset-backed securities 20,868 6,667 — 27,535 Corporate bonds 25,412 39,343 — 64,755 Total $ 104,711 $ 93,852 $ — $ 198,563 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 December 31, 2022 and 2021 (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 196,749 $ — $ — $ 196,749 Commercial paper — 36,965 — 36,965 Marketable securities: U.S. Treasury securities 55,775 — — 55,775 Yankee bonds 5,266 — — 5,266 Agency bonds 12,369 — — 12,369 Municipal bonds 11,811 — — 11,811 Commercial paper — 2,854 — 2,854 Asset-backed securities — 25,119 — 25,119 Corporate bonds — 61,615 — 61,615 Total $ 281,970 $ 126,553 $ — $ 408,523 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 254,157 $ — $ — $ 254,157 Commercial paper — 22,491 — 22,491 Marketable securities: U.S. Treasury securities 52,664 — — 52,664 Yankee bonds 6,160 — — 6,160 Agency bonds 17,530 — — 17,530 Municipal bonds 12,229 — — 12,229 Commercial paper — 17,690 — 17,690 Asset-backed securities — 27,535 — 27,535 Corporate bonds — 64,755 — 64,755 Total $ 342,740 $ 132,471 $ — $ 475,211 There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for the years ended December 31, 2022 and 2021. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis The carrying value of cash, certain cash equivalents, accounts receivable, net, other current assets, accounts payable, accrued expenses and other liabilities, and Pharma contract liabilities are considered reasonable estimates of their respective fair values at December 31, 2022 and 2021 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, 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. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consisted of the following at December 31, 2022 and 2021 (in thousands): 2022 2021 Estimated Useful Lives in Years Equipment $ 91,759 $ 86,410 1 - 13 Leasehold improvements 44,418 43,251 1-17 Furniture and fixtures 12,274 11,141 1-8 Computer hardware and office equipment 32,843 30,394 1-9 Computer software 44,151 35,826 1-10 Construction in progress 8,984 12,395 — Subtotal 234,429 219,417 Less: accumulated depreciation (131,930) (109,952) Property and equipment, net $ 102,499 $ 109,465 In 2021, the Company committed to selling the Carlsbad facility and the associated land and concluded that these assets met the held for sale criteria. At December 31, 2021, these assets were classified as assets held for sale within current assets on the Consolidated Balance Sheets with a carrying value of $3.2 million and $6.9 million, respectively. The Company sold this property and associated land for proceeds of $12.1 million, net of closing costs, in 2022. For the year ended December 31, 2022, a net gain on the sale of this property and associated land of $2.0 million is included in general and administrative expenses on the Consolidated Statements of Operations. Depreciation expense for the years ended December 31, 2022, 2021 and 2020, was as follows (in thousands): 2022 2021 2020 Cost of revenue $ 15,406 $ 14,200 $ 15,287 General and administrative 18,125 15,299 10,359 Research and development 1,841 693 258 Total depreciation $ 35,372 $ 30,192 $ 25,904 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases As of December 31, 2022, the maturities of the operating lease liabilities and a reconciliation to the present value of lease liabilities were as follows (in thousands): Remaining Lease Payments 2023 $ 9,235 2024 9,769 2025 7,939 2026 6,941 2027 6,857 Thereafter 56,026 Total remaining lease payments 96,767 Less: imputed interest (21,231) Total operating lease liabilities 75,536 Less: current portion (6,584) Long-term operating lease liabilities $ 68,952 Weighted-average remaining lease term (in years) 12.33 Weighted-average discount rate 3.7 % The following summarizes additional supplemental data related to the operating leases for the years ended December 31, 2022 and 2021 (in thousands): 2022 2021 Operating lease costs $ 13,135 $ 11,231 Right-of-use assets obtained in exchange for operating lease liabilities $ 9,149 $ 39,785 Cash paid for operating leases $ 11,222 $ 10,165 In 2021, the Company’s lease of its new laboratory and headquarters facility in Fort Myers, Florida commenced. As of December 31, 2021, the Company had paid approximately $25.0 million to the landlord for the construction of the underlying assets which was classified as a prepaid lease asset until the lease commenced in the third quarter of 2021 at which time the prepaid lease asset was included in the calculation of the right-of-use asset. There were no such amounts recorded for the year ended December 31, 2022. As of December 31, 2021, the Company had paid approximately $17.0 million to the landlord for leasehold improvements, which are included in property and equipment, net, for its new laboratory and headquarters facility. As of December 31, 2021, all disbursements to the landlord had been completed. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes the changes in the carrying amount of goodwill by segment as of December 31, 2022 and 2021 (in thousands): Clinical Services Pharma Services Total Balance at December 31, 2021 $ 462,603 $ 64,512 $ 527,115 Adjustment (1) (3,821) (528) (4,349) Balance at December 31, 2022 $ 458,782 $ 63,984 $ 522,766 (1) During the third quarter of 2022, the Company recorded a $4.3 million decrease to goodwill and corresponding decrease to deferred income tax liabilities, net, on the Consolidated Balance Sheets to correct an immaterial error related to a prior period. The error was not material to any previously reported annual or interim consolidated financial statements. Intangible assets consisted of the following as of December 31, 2022 and 2021 (in thousands): 2022 Amortization Cost Accumulated Amortization Net Customer Relationships 7-15 $ 143,101 $ 55,645 $ 87,456 Developed Technology 10-15 310,226 33,117 277,109 Marketing Assets 4 549 238 311 Trademarks 15 31,473 3,223 28,250 Trade Name 2.5 2,584 897 1,687 Trademark - Indefinite lived — 13,447 — 13,447 Total $ 501,380 $ 93,120 $ 408,260 2021 Amortization Cost Accumulated Amortization Net Customer Relationships 7-15 $ 143,101 $ 45,756 $ 97,345 Developed Technology 10-15 310,226 11,798 298,428 Marketing Assets 4 549 100 449 Trademarks 15 31,473 1,125 30,348 Trade Name 5 2,584 276 2,308 Trademark - Indefinite lived — 13,447 — 13,447 Total $ 501,380 $ 59,055 $ 442,325 For the years ended December 31, 2022, 2021 and 2020, amortization on the Consolidated Statements of Operations was recorded as follows (in thousands): 2022 2021 2020 Amortization recorded in: Cost of revenue $ 19,412 $ 10,407 $ — General and administrative 14,646 12,753 9,817 Total amortization $ 34,058 $ 23,160 $ 9,817 As of December 31, 2022, the estimated amortization expense related to amortizable intangible assets for each of the five following years and thereafter is as follows (in thousands): 2023 $ 35,133 2024 33,446 2025 33,343 2026 33,308 2027 32,758 Thereafter 226,825 Total $ 394,813 |
Investment in Non-consolidated
Investment in Non-consolidated Affiliate | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Non-Consolidated Affiliate | Investment in Non-Consolidated AffiliateOn May 22, 2020, the Company formed a strategic alliance with Inivata and entered into a Strategic Alliance Agreement and Laboratory Services Agreement with Inivata’s laboratory subsidiary in the United States, Inivata, Inc., whereas Inivata’s laboratory rendered and performed certain laboratory testing which the Company made available to customers. The terms and conditions of the Laboratory Services Agreement were consistent with those that would be negotiated between willing parties on an arm’s length basis. For additional details on amounts paid related to the Laboratory Services Agreement, please refer to Note 19. Related Party Transactions. 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 the Preference Shares for $25.0 million in cash resulting in a minority interest in Inivata’s outstanding equity and an Option Deed which provided the Company with a Purchase Option to purchase Inivata. The Investment Agreement also granted the Company one seat on Inivata’s Board of Directors. On June 18, 2021, the Company completed the acquisition of the remaining equity interests in Inivata. For further details regarding the acquisition of Inivata, please refer to Note 3. Acquisitions. Prior to the Inivata Acquisition Date, Inivata was determined to be a variable interest entity (“VIE”) and the Company’s investment was under 20.0% of the total equity outstanding. The Company considered qualitative factors in assessing the primary beneficiary of the VIE which included understanding the purpose and design of the VIE, associated risks that the VIE created, 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 was not the primary beneficiary of Inivata prior to the Inivata Acquisition Date. Prior to the Inivata Acquisition Date, the power to control the activities that most significantly impacted Inivata’s economic performance was the sole responsibility of Inivata’s management and Board of Directors; however, the Company did 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 did not have readily determinable fair values, prior to the Inivata Acquisition Date, the Company 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 $25.0 million cost and $0.6 million of associated transaction costs 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 $6.0 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 84.0%, a risk-free interest rate of 0.17% and 0.0% dividend yield. The Purchase Option was valued using the Black-Scholes model with a volatility rate of 84.0%, a risk-free interest rate of 0.17% and 0.0% 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 is $29.6 million, comprised of $25.0 million in Preference Shares and a $4.6 million Purchase Option. The Company recorded a net unrealized gain of $4.0 million for these remeasurements for the year ended December 31, 2020 in gain on investment in and loan receivable from non-consolidated affiliate, 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 84.0%, a risk-free interest rate of 0.17% and 0.0% dividend yield. On May 22, 2020, the Company and Inivata also entered into the Line of Credit in the amount of $15.0 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. Prior to the Inivata Acquisition Date, the Line of Credit contractually matured on December 1, 2025 and the unpaid principal balance was payable on January 1, 2026 and bore interest at 0.0% 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 $5.0 million on the loan receivable from non-consolidated affiliate and an additional investment in non-consolidated affiliate of $5.0 million, resulting in a $10.0 million present value of the loan receivable from non-consolidated affiliate and increasing the value of the Preference Shares to $30.0 million. For the year ended December 31, 2021 through the Inivata Acquisition Date $0.4 million of interest income was amortized to the loan receivable from non-consolidated affiliate. The interest income amortization is recorded in interest expense, net, on the Consolidated Statements of Operations. 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 $5.0 million for this remeasurement for the three months ended March 31, 2021. As of March 31, 2021, the carrying value of the investment in non-consolidated affiliate was $29.6 million, comprised of $25.0 million in Preference Shares and a $4.6 million Purchase Option. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes long-term debt, net, at December 31, 2022 and 2021 (in thousands): 2022 2021 0.25% Convertible Senior Notes due 2028 Principal $ 345,000 $ 345,000 Unamortized debt discount (7,505) (8,963) Unamortized debt issuance costs (174) (208) Total 0.25% Convertible Senior Notes due 2028 337,321 335,829 1.25% Convertible Senior Notes due 2025 Principal 201,250 201,250 Unamortized debt discount (2,891) (4,090) Unamortized debt issuance costs (358) (506) Total 1.25% Convertible Senior Notes due 2025, net 198,001 196,654 Equipment financing obligations 70 1,206 Total debt 535,392 533,689 Less: Current portion of equipment financing obligations (70) (1,135) Total long-term debt, net $ 535,322 $ 532,554 At December 31, 2022, the estimated fair value (Level 2) of the 0.25% Convertible Senior Notes due 2028 and the 1.25% Convertible Senior Notes due 2025 was $218.2 million and $169.6 million, respectively. At December 31, 2021, the estimated fair value (Level 2) of the 0.25% Convertible Senior Notes due 2028 and the 1.25% Convertible Senior Notes due 2025 was $297.6 million and $238.9 million, respectively. 2028 Convertible Senior Notes On January 11, 2021, the Company completed the sale of $345.0 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 97.0% 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 130.0% 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 98.0% 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. The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended September 30, 2022. Based on the terms of the 2028 Convertible Notes, the holders could not have converted all or a portion of their 2028 Convertible Notes in the fourth quarter of 2022. The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended December 31, 2022. Based on the terms of the 2028 Convertible Notes, the holders cannot convert all or a portion of their 2028 Convertible Notes in the first quarter of 2023. 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 2028 Convertible Notes in cash, the 2028 Convertible Notes are classified as long-term debt as of December 31, 2022. As of December 31, 2022, 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 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 $9.24 on December 31, 2022. 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 130.0% 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 100.0% 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 25.0% 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 (as defined in the Indenture). 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 $0.9 million, $1.5 million and $34,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the year ended December 31, 2022. The interest expense recognized on the 2028 Convertible Notes includes $0.8 million, $1.4 million and $32,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the year ended December 31, 2021. 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, which began 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 75.0% 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 97.0% of their principal amount. The total net proceeds from the issuance of the 2025 Convertible Notes and exercise of the over-allotment option were 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 130.0% 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 98.0% 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 not greater than or equal to 130.0% of the conversion price of the 2025 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended September 30, 2022. Based on the terms of the 2025 Convertible Notes, the holders could not have converted all or a portion of their 2025 Convertible Notes in the fourth quarter of 2022. The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2025 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended December 31, 2022. Based on the terms of the 2025 Convertible Notes, the holders cannot convert all or a portion of their 2025 Convertible Notes in the first quarter of 2023. 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 December 31, 2022 and 2021. As of December 31, 2022, 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, does not exceed the principal amount based on a closing stock price of $9.24 on December 31, 2022. 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 130.0% 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 100.0% 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 25.0% 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 $2.5 million, $1.2 million and $0.1 million, for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively for the year ended December 31, 2022. The interest expense recognized on the 2025 Convertible Notes includes $2.5 million, $1.2 million and $0.1 million, for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively for the year ended December 31, 2021. 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. Maturities of Long-Term Debt Maturities of long-term debt at December 31, 2022 are summarized as follows (in thousands): 0.25% Convertible Senior Notes 1.25% Convertible Senior Notes Equipment Financing Obligations Total Long-Term Debt 2023 $ — $ — $ 70 $ 70 2024 — — — — 2025 — 201,250 — 201,250 2026 — — — — 2027 — — — — Thereafter 345,000 — — 345,000 Total Debt 345,000 201,250 70 546,320 Less: Current portion of long-term debt — — (70) (70) Less: Unamortized debt discount (7,505) (2,891) — (10,396) Less: Unamortized debt issuance costs (174) (358) — (532) Long-term debt, net $ 337,321 $ 198,001 $ — $ 535,322 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Concurrent with the closing of the 2025 Convertible Notes, the proceeds from this transaction were used to pay off all amounts outstanding under the Company ’ s Prior Senior Secured Credit Agreement, after which the Company had no outstanding debt with variable rate interest. On May 1, 2020, the remaining obligation to make any further payments under the swap agreement was terminated. As a result of the termination, the Company paid $3.3 million, which is included within loss on termination of cash flow hedge on the Consolidated Statements of Operations for the year ended December 31, 2020. The Company did not have any such losses in the years ended December 31, 2022 and 2021. Fair value adjustments were historically recorded within other comprehensive income. Upon termination of the interest rate swap in 2020, the accumulated losses, net of tax of $2.7 million, related to the interest rate swap were reclassified from accumulated other comprehensive income to loss on termination of cash flow hedge on the Consolidated Statements of Operations for the year ended December 31, 2020 . No such reclassifications were recorded during the years ended December 31, 2022 and 2021. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions Private Placement Transaction On June 18, 2021, the Company completed a private placement (“Private Placement”) to certain accredited investors of an aggregate of 4,444,445 shares of the Company’s common stock at a price of $45.00 per share. The net proceeds to the Company from the Private Placement were approximately $189.9 million, after deducting fees to the placement agents and other offering expenses of approximately $10.1 million. Common Stock Issued for Acquisition As discussed in Note 3. Acquisitions, the Company issued 597,712 shares of common stock as consideration for the acquisition of Trapelo in April 2021. Underwritten Public Equity Offerings 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 in full 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 4.4 million 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 commissions and other offering expenses of approximately $0.6 million. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plan On May 27, 2021, the stockholders of the Company approved an amendment to the Equity Incentive Plan, originally effective as of October 14, 2003, and previously amended and restated and approved by the stockholders on December 21, 2015, and then again on May 25, 2017 (the “Amended Plan”). The Amended Plan allows for the award of equity incentives, including stock options, stock appreciation rights, restricted stock awards, stock bonus awards, deferred stock awards, and other stock-based awards to certain employees, directors, or officers of, or key non-employee advisers or consultants, including contracted physicians to the Company or its subsidiaries. The Amended Plan provides that the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the Amended Plan is 25,625,000. Inducement Awards Mr. Christopher M. Smith was appointed CEO effective August 15, 2022. In connection with his appointment, the Company and Mr. Smith entered into a Form of Stand-Alone Inducement Restricted Stock Agreement and a Form of Stand-Alone Inducement Stock Option Agreement (together, the “2022 CEO Inducement Agreements”). The 2022 CEO Inducement Agreements provided for a sign-on inducement equity award consisting of 602,219 restricted stock awards and 694,444 stock options to purchase the Company’s common stock at a strike price of $12.62 per share. The restricted stock awards and stock options vest ratably on an annual basis over a period of four years from the date of the grant so long as Mr. Smith remains employed with the Company through the applicable vesting dates. The awards subject to the 2022 CEO Inducement Agreements were not charged against the Amended Plan’s share reserve and were granted outside of the Amended Plan as the 2022 CEO Inducement Award. Mr. Jeffrey S. Sherman was appointed CFO effective December 5, 2022. In connection with his appointment, the Company and Mr. Sherman entered into a Form of Stand-Alone Inducement Restricted Stock Agreement and a Form of Stand-Alone Inducement Stock Option Agreement (together, the “2022 CFO Inducement Agreements”). The 2022 CFO Inducement Agreements provided for a sign-on inducement equity award consisting of 133,809 restricted stock awards and 249,169 stock options to purchase the Company’s common stock at a strike price of $11.62 per share. The awards vest ratably on an annual basis over a period of four years from the date of the grant so long as Mr. Sherman remains employed with the Company through the applicable vesting dates. Of the 133,809 restricted stock awards granted, vesting of 89,206 restricted shares are also contingent upon achievement of an absolute total shareholder return (“TSR”) performance target. The awards subject to the 2022 CFO Inducement Agreements were not charged against the Amended Plan’s share reserve and were granted outside of the Amended Plan as the 2022 CFO Inducement Award. Stock Options As of December 31, 2022 and 2021, stock options outstanding totaled 4.2 million and 3.0 million shares, respectively. As of December 31, 2022 and 2021, a total of approximately 4.9 million and 6.8 million shares, respectively, were available for future option and stock awards under the Amended Plan. Options typically expire after 5 or 7 years and generally vest over 3 or 4 years, but each grant’s expiration, vesting, and exercise price provisions are determined at the time the awards are granted by the Compensation Committee of the Board of Directors. The fair value of each stock award granted during the years ended December 31, 2022 and 2021 was estimated as of the grant date using a Black-Scholes model. The fair value of each stock option award granted during the year ended December 31, 2020 was estimated as of the grant date using a trinomial lattice model. Weighted average assumptions used during the years ended December 31, 2022, 2021 and 2020 are as follows: 2022 2021 2020 Expected term (in years) 3.0 – 5.5 1.2 – 5.5 3.8 – 5.5 Risk-free interest rate (%) 1.4% - 4.5% 0.2% - 1.3% 0.2% - 1.7% Expected volatility (%) 41.9% - 66.7% 38.7% - 51.4% 39.9% - 44.6% Dividend yield (%) — — — Weighted average fair value/share at grant date $6.42 $18.87 $8.88 The status of the stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2019 5,318,759 $ 9.97 Granted 845,120 28.33 Exercised (2,310,934) 7.96 Forfeited (67,004) 16.37 Outstanding at December 31, 2020 3,785,941 15.21 Granted 1,232,056 42.13 Exercised (1,372,564) 9.97 Forfeited (684,238) 29.70 Outstanding at December 31, 2021 2,961,195 25.46 Granted 4,494,333 14.49 Exercised (949,259) 10.87 Forfeited (2,291,652) 26.50 Outstanding at December 31, 2022 4,214,617 16.48 Exercisable at December 31, 2022 873,808 27.53 The number and weighted average grant-date fair values of options non-vested at the beginning and end of 2022, as well as options granted, vested, and forfeited during the year were as follows: Number of Options Weighted Average Grant Date Fair Value Non-vested at December 31, 2021 1,292,839 $ 13.93 Granted 4,494,333 6.42 Vested (684,633) $ 12.41 Forfeited (1,761,730) 10.27 Non-vested at December 31, 2022 3,340,809 $ 6.11 The following table summarizes information about the options outstanding at December 31, 2022: Options Outstanding Options Exercisable Range of Exercise Prices ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 7.34 – 8.13 876,001 6.42 $ 8.04 7,881 0.16 $ 8.03 8.14 – 11.34 863,300 5.91 9.40 89,470 0.28 9.32 11.35 – 12.61 504,781 6.05 11.87 47,294 0.48 11.94 12.62 – 21.40 943,249 5.45 14.19 207,971 1.97 18.22 21.41 – 55.40 1,027,286 4.34 33.98 521,192 3.19 36.08 4,214,617 5.55 16.48 873,808 2.43 27.53 As of December 31, 2022, the aggregate intrinsic value of all stock options outstanding and expected to vest was approximately $1.4 million and the aggregate intrinsic value of currently exercisable stock options was immaterial. The intrinsic value of each option share is the difference between the fair market value of NeoGenomics’ common stock and the exercise price of such option share to the extent it is “in-the-money.” Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $9.24 closing stock price of the Company’s common stock on December 30, 2022, the last trading day of 2022. The total number of in-the-money options outstanding and exercisable as of December 31, 2022 was approximately 0.1 million. The total intrinsic value of options exercised during each of the years ended December 31, 2022, 2021 and 2020 was approximately $6.1 million, $46.7 million and $68.6 million, respectively. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option holder to exercise the options. The total cash proceeds received from the exercise of stock options were approximately $10.3 million, $13.7 million and $18.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. The total fair value of options granted during the years ended December 31, 2022, 2021 and 2020 was approximately $28.9 million, $23.2 million and $7.5 million, respectively. The total fair value of option shares vested during the years ended December 31, 2022, 2021 and 2020 was approximately $8.3 million, $11.7 million and $5.2 million, respectively. The Company recognizes stock-based compensation expense using the straight-line basis over the awards’ requisite service periods. Stock compensation expense related to stock options for the years ended December 31, 2022, 2021 and 2020 was approximately $8.1 million, $11.6 million and $6.0 million, respectively, and is included in general and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2022, there was approximately $13.5 million of total unrecognized stock-based compensation cost related to non-vested stock options granted under the Amended Plan, the 2022 CEO Inducement Award and the 2022 CFO Inducement Award. This cost is expected to be recognized over a weighted-average period of 2.1 years. Restricted Stock Awards The number of shares and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2022, 2021 and 2020, as well as stock awards granted, vested, and forfeited during the year were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2019 335,298 $ 15.75 Granted 149,012 28.45 Vested (184,127) 12.90 Forfeited (8,292) 20.75 Nonvested at December 31, 2020 291,891 23.82 Granted 936,648 39.52 Vested (213,777) 32.83 Forfeited (163,359) 38.58 Nonvested at December 31, 2021 851,403 36.00 Granted 2,865,727 14.16 Vested (413,747) 33.19 Forfeited (1,308,522) 24.57 Nonvested at December 31, 2022 1,994,861 12.71 Stock compensation expense related to restricted stock for the years ended December 31, 2022, 2021 and 2020 was approximately $15.5 million, $9.8 million, and $3.4 million, respectively, and is included in general and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2022, there was approximately $17.1 million of total unrecognized stock-based compensation cost related to non-vested restricted stock granted under the Amended Plan, the 2022 CEO Inducement Award and the 2022 CFO Inducement Award. This cost is expected to be recognized over a weighted-average period of 2.2 years. Modifications of Stock Option and Restricted Stock Awards For the year ended December 31, 2022, the Culture and Compensation Committee of the Company’s Board of Directors approved the accelerated vesting of 353,265 previously granted time-vesting stock option awards and 285,114 previously granted time-vesting restricted stock awards upon the exit of certain officers of the Company. The Company accounted for the effects of the stock awards as modifications, and recognized $8.6 million of incremental stock-based compensation upon acceleration, which consisted of $2.7 million and $5.9 million for the acceleration of stock option awards and restricted stock awards, respectively, for the year ended December 31, 2022. These amounts are included in stock compensation expense for the year ended December 31, 2022 and are recorded as general and administrative expenses in the Company’s Consolidated Statements of Operations. Employee Stock Purchase Plan The Company sponsors an Employee Stock Purchase Plan (“ESPP”), under which eligible employees can purchase common stock at a 15.0% discount from the fair market value. Stock-based compensation expense related to the ESPP for the years ended December 31, 2022, 2021 and 2020 was approximately $1.0 million, $1.1 million and $0.9 million, respectively. Shares issued pursuant to this plan were 415,450, 112,094 and 138,309 for each of the years ended December 31, 2022, 2021 and 2020, respectively. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company’s two reportable segments for which it recognizes revenue are (1) Clinical Services and (2) 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. 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 an 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. Pharma Services Revenue The Company’s Pharma Services segment generally enters into contracts with pharmaceutical and biotech customers as well as other contract research organizations (“CROs”) to provide research and clinical trial services. Such services also include validation studies and assay development. The Company records revenue on a unit-of-service basis based on the number of units completed towards the satisfaction of a performance obligation. Certain contracts include upfront fees or billing milestones that are recognized over time, which aligns with the progress of the Company towards fulfilling its obligations under the contract. Additional offerings within the Pharma Services portfolio includes Informatics, which involves the licensing of de-identified data to pharmaceutical and biotech customers in the form of either retrospective records or prospective deliveries of data. Informatics revenue is recognized at a point in time upon delivery of retrospective data or over time for prospective data feeds. The Company negotiates billing schedules and payment terms on a contract-by-contract basis, and contract terms generally provide for payments based on a unit-of-service arrangement. 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 recognized but not yet billed. These contract assets are reduced once the customer is invoiced and a corresponding receivable is recorded. Additionally, Pharma Services incurs sales commissions in the process of obtaining contracts with customers. Sales commissions that are payable upon contract award are recognized as assets and amortized over the expected life of the customer relationship. For offerings with primarily short-term contracts, such as Informatics, the Company applies the practical expedient which allows costs to obtain a contract to be expensed when incurred, if the amortization period of the assets that would otherwise have been recognized is one year or less. Contract assets and capitalized commissions are included in other current assets and other assets on the Consolidated Balance Sheets. Most contracts are terminable by the customers, 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 for Pharma Services as of December 31, 2022 and 2021 (in thousands): 2022 2021 Current pharma contract assets (1) $ 1,898 $ 1,738 Long-term pharma contract assets (2) 31 236 Total pharma contract assets $ 1,929 $ 1,974 Current pharma capitalized commissions (1) $ 800 $ 109 Long-term pharma capitalized commissions (2) 715 882 Total pharma capitalized commissions $ 1,515 $ 991 Current pharma contract liabilities $ 7,557 $ 5,192 Long-term pharma contract liabilities (3) 19 917 Total pharma contract liabilities $ 7,576 $ 6,109 (1) Recorded within other current assets on the Consolidated Balance Sheets. (2) Recorded within other assets on the Consolidated Balance Sheets. (3) Recorded within other long-term liabilities on the Consolidated Balance Sheets. Revenue recognized for the years ended December 31, 2022, 2021 and 2020, related to Pharma contract liabilities outstanding at the beginning of each year was $5.2 million, $4.4 million, and $2.3 million, respectively. Amortization of capitalized commissions for the years ended December 31, 2022, 2021 and 2020 were $0.9 million, $1.1 million and $0.8 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. Clinical Services categories align with the types of customers 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 relate to contracts with large pharmaceutical and biotech customers as well as other CROs. Because the nature, timing, and uncertainty of revenue and cash flows are similar and primarily driven by individual contract terms Pharma Services revenue is not further disaggregated. The following table details the disaggregation of net revenue for both the Clinical Services and Pharma Services Segments for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Clinical Services: Client direct billing $ 279,732 $ 252,617 $ 240,535 Commercial insurance 73,280 78,773 76,550 Medicare and other government 65,585 72,010 64,776 Self-pay 157 772 476 Total Clinical Services 418,754 404,172 382,337 Pharma Services 90,974 80,157 62,111 Total net revenue $ 509,728 $ 484,329 $ 444,448 |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In 2022, the Company embarked on a restructuring program to improve execution and drive efficiency across the organization. This program is a framework for identifying, prioritizing and executing operational improvements. Restructuring charges incurred consist of severance and other employee costs, costs for optimizing the Company’s geographic presence (“Facility Footprint Optimization”), and consulting and other costs. The following table summarizes the costs associated with the Company’s restructuring activities for the year ended December 31, 2022 (in thousands): Severance and Other Employee Costs Facility Footprint Optimization Consulting and Other Costs Total Balance as of December 31, 2021 $ — $ — $ — $ — Restructuring charges incurred 1,036 — 2,762 3,798 Impairment of facility-related assets — 718 — 718 Cash payments and other adjustments (1) (477) (718) (1,802) (2,997) Balance as of December 31, 2022 $ 559 $ — $ 960 $ 1,519 Current liabilities $ 1,519 Long-term liabilities — $ 1,519 (1) Other adjustments include non-cash asset charges related to Facility Footprint Optimization costs. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The CARES Act impacted a number of provisions of the tax code, including the eligibility of certain deductions and the treatment of net operating losses (“NOLs”) and tax credits. The CARES Act did not result in any material adjustments to the Company’s income tax provision for the years ended December 31, 2022, 2021 and 2020 or to its deferred tax assets as of December 31, 2022 and 2021. (Loss) income before income tax expense (benefit) for the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands): 2022 2021 2020 (Loss) income before income tax expense (benefit): Domestic $ (90,058) $ 24,761 $ (6,954) Foreign (69,284) (39,836) (7,102) Total $ (159,342) $ (15,075) $ (14,056) Income tax expense (benefit) Current: Federal $ (41) $ 41 $ (434) State 176 41 273 Foreign 17 — — Total current tax expense (benefit) $ 152 $ 82 $ (161) Deferred: Federal $ 614 $ (575) $ (12,856) State (647) 1,241 (5,211) Foreign (15,211) (7,476) — Total deferred benefit provision $ (15,244) $ (6,810) $ (18,067) Total tax benefit provision $ (15,092) $ (6,728) $ (18,228) A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31, 2022, 2021 and 2020 is as follows: 2022 2021 2020 Federal statutory tax rate 21.00 % 21.00 % 21.00 % State income taxes, net of federal income tax benefit 2.06 % 17.77 % 14.29 % Transaction Costs (0.01) % (10.11) % — % Penalties (0.03) % (15.61) % (0.01) % Compensation expense (2.17) % (0.96) % 65.78 % Inivata acquisition fair value adjustment — % 159.14 % — % Capped call interest 4.50 % — % — % Tax credits 1.32 % 11.63 % 32.11 % Return to provision and other deferred tax adjustments (0.22) % — % 7.38 % Foreign tax rate differential 1.20 % 2.74 % (1.64) % Other, net (0.12) % (2.91) % (0.26) % Valuation allowance (18.07) % (138.07) % (8.97) % Effective tax rate 9.46 % 44.62 % 129.68 % At December 31, 2022 and 2021, deferred income tax assets and liabilities consisted of the following (in thousands): 2022 2021 Deferred tax assets: Accrued compensation 5,282 6,171 Net operating loss carry-forwards 106,742 81,903 Tax credits 8,983 6,596 Stock-based compensation 2,797 2,355 Operating lease liabilities 19,248 19,978 Interest expense 2,751 886 Convertible debt discount 5,287 — Research expenditures 4,348 — Other 4,529 2,963 Gross deferred tax assets 159,967 120,852 Less: valuation allowance (65,166) (33,014) Total deferred tax assets $ 94,801 $ 87,838 Deferred tax liabilities: Operating lease right-of-use assets $ (18,215) $ (19,094) Convertible debt discount — (1) Intangible assets (101,886) (108,592) Property and equipment (9,450) (15,389) Total deferred tax liabilities $ (129,551) $ (143,076) Net deferred income tax liabilities $ (34,750) $ (55,238) At December 31, 2022, the Company has federal net operating loss carry forwards of approximately $262.5 million, foreign net operating loss carryforwards of approximately $188.9 million, including $158.2 million in the United Kingdom, and state net operating loss carry forwards of approximately $131.6 million. Federal net operating loss carry forwards will begin to expire in 2036. Under the Tax Act, as modified by the CARES Act, the Company’s federal NOLs generated in tax years ending after December 31, 2017 may be carried forward indefinitely, however, the deductibility of such federal net NOLs in tax years beginning after December 31, 2020, is limited to 80% of taxable income. State tax NOLs began to expire in 2022. NOLs in Switzerland and China begin to expire in 2024 and 2025, if not utilized in future periods. The NOLs in Singapore and the United Kingdom do not expire. As of December 31, 2022, the Company has federal R&D credit carryforwards of approximately $8.1 million that begin to expire in 2036 and state research and investment credit carryforwards of approximately $4.6 million that do not expire. An ownership change of more than 50 percent could result in a limitation of the use of net operating loss carryforwards and credit carryforwards under IRC Section 382 and the regulations thereunder. The Company has not conducted a formal study to determine whether there was an ownership change in prior periods that would limit the use of the Company’s net operating loss carryforwards and credit carryforwards under IRC Section 382. Management assesses the recoverability of its deferred tax assets as of the end of each quarter, weighing all 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 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, 2022 and 2021, management determined that sufficient positive evidence did not exist and concluded that it is more likely than not that a valuation allowance is required against deferred tax assets. Accordingly, management established a valuation allowance of $59.5 million related to the Company’s domestic operations and a full valuation allowance of $5.7 million as of December 31, 2022 related to the Company’s China, Switzerland and Singapore operations. The Company files income tax returns in the United States, as well as Singapore, Switzerland, China, United Kingdom and in various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment. For U.S. federal and most state purposes, the Company has open tax years ended December 31, 2017 to December 31, 2022. For Switzerland, the Company has open tax years ended December 31, 2018 to December 31, 2022, for Singapore the Company has open tax years ended December 31, 2020 to December 31, 2022 and for United Kingdom the Company has open tax years ended December 31, 2021 and December 31, 2022. The 2017 U.S. Federal income tax filing is currently under examination by the IRS. The Company applied the accounting standard for uncertain tax positions and recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Increases or decreases to the unrecognized tax benefits could result from management’s belief that a position can or cannot be sustained upon examination based on subsequent information or potential lapse of the applicable statute of limitation for certain tax positions. The following are the unrecognized tax benefits as of December 31, 2022 and 2021 (in thousands): 2022 2021 Unrecognized tax benefits - January 1 $ 2,351 $ 1,670 Increases in prior year positions 82 83 Increases in tax positions taken in current year 726 632 Statute expirations — (34) Unrecognized tax benefits - December 31 $ 3,159 $ 2,351 Due to the valuation allowance, the majority of unrecognized tax benefits at December 31, 2022, if recognized, would not impact the Company’s effective tax rate. These unrecognized tax benefits are classified as other long-term liabilities on the Consolidated Balance Sheets. The interest and penalties related to the unrecognized tax benefit are immaterial. Interest and tax penalties related to unrecognized tax benefits are included in income tax expense. |
Net (Loss) Income per Share
Net (Loss) Income per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income per Share | Net (Loss) Income per ShareThe Company presents both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing net (loss) income 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 for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts): 2022 2021 2020 NET (LOSS) INCOME $ (144,250) $ (8,347) $ 4,172 Basic weighted average common shares outstanding 124,217 119,962 108,579 Dilutive effect of stock options — — 3,010 Dilutive effect of restricted stock awards — — 205 Diluted weighted average shares outstanding 124,217 119,962 111,794 Basic net (loss) income per share $ (1.16) $ (0.07) $ 0.04 Diluted net (loss) income per share $ (1.16) $ (0.07) $ 0.04 The following potential dilutive shares were excluded from the calculation of diluted net (loss) income per share because their effect would be anti-dilutive for the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 Stock options 199 1,892 — Restricted stock awards 312 194 — 2025 Convertible Notes 5,538 5,538 3,723 2028 Convertible Notes 5,215 5,130 — The Capped Call Transactions are not reflected in diluted net (loss) income per share as they are anti-dilutive. For further details on the Capped Call Transactions, please refer to Note 9. Debt. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution PlanThe Company maintains a defined-contribution 401(k) retirement plan covering substantially all U.S. based employees (as defined). The Company’s employees may make voluntary contributions to the plan, subject to limitations based on IRS regulations and compensation. The Company matches 100.0% of every dollar contributed up to 3.0% of the respective employee’s compensation and an additional 50.0% of every dollar contributed on the next 2% of compensation (4.0% maximum Company match). Matching contributions were approximately $7.1 million, $6.1 million and $4.9 million during the years ended December 31, 2022, 2021 and 2020, respectively, and are recorded in cost of revenue and operating expenses in the Consolidated Statements of Operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments The Company has agreements in place to purchase a specified level of reagents from certain vendors. Typically, the Company can cancel contracts with suppliers without penalties. For those contracts that are not cancelable without penalties, there are termination fees and costs or commitments for continued spending that the Company is obligated to pay to a supplier under each contract’s termination period before such contract can be cancelled. As of December 31, 2022, the Company’s contractual obligations with these suppliers was approximately $1.0 million. These purchase commitments expire in 2023. Legal Proceedings On January 20, 2021, Natera, Inc. filed a patent infringement complaint against the Company’s newly-acquired subsidiary Inivata Limited and its subsidiary Inivata, Inc. in U.S. District Court for the district of Delaware, alleging Inivata’s InVisionFirst®-Lung cancer diagnostic test of infringing two patents. Natera then filed a second patent infringement complaint on December 20, 2022 against Inivata Limited and Inivata Inc. alleging that RaDaR ® minimal residual disease test infringes one patent. The litigation is approaching the discovery stage. The Company believes that it has good and substantial defenses to the claims alleged in the suit, but there is no guarantee that the Company will prevail. At the time of filing the outcome of this matter is not estimable or probable. On December 16, 2022, a purported shareholder class action captioned Daniel Goldenberg v. NeoGenomics, Inc., Douglas VanOort, Mark Mallon, Kathryn McKenzie, and William Bonello was filed in the United States District Court for the Southern District of New York, naming the Company and certain of the Company’s current and former officers as defendants. This lawsuit was filed by a stockholder who claims to be suing on behalf of anyone who purchased or otherwise acquired the Company’s securities between February 27, 2020 and April 26, 2022. The lawsuit alleges that material misrepresentations and/or omissions of material fact were made in the Company’s public disclosures in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to statements regarding the Company’s menu of tests, business operations and compliance with health care laws and regulations. The plaintiff seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorney’s fees and expert fees. The Company believes that it has valid defenses to the claims alleged in this lawsuit, but there is no guarantee that the Company will prevail. At the time of filing the outcome of this matter is not estimable or probable. Regulatory Matter With the assistance of outside counsel, the Company voluntarily conducted an internal investigation that focused on the compliance of certain consulting and service agreements with federal healthcare laws and regulations, including those relating to fraud, waste and abuse. Based on this internal investigation, the Company voluntarily notified the Office of Inspector General of the U.S. Department of Health and Human Services (“OIG”) of the Company’s internal investigation in November 2021. The Company’s interactions with regulatory authorities and the Company’s related review of this matter are ongoing. The Company has a reserve of $11.2 million in other long-term liabilities as of December 31, 2022 and 2021 on the Consolidated Balance Sheets for potential damages and liabilities primarily associated with the federal healthcare program revenue received by the Company in connection with the agreements at issue that were identified during the course of this internal investigation. This reserve reflects management’s best estimate of the minimum probable loss associated with this matter. As a result of the internal investigation and ongoing interactions with regulatory authorities, the Company may accrue additional reserves for any related potential damages and liabilities arising out of this matter. The Company was notified on June 30, 2022 that the Department of Justice (“DOJ”) will be participating in the investigation of this matter. At this time, the Company is unable to predict the duration, scope, result or related costs associated with any further investigation, including by the OIG, DOJ, or any other governmental authority, or what penalties or remedial actions they may seek. Accordingly, at this time, the Company is unable to estimate a range of possible loss in excess of the amount reserved. Any determination that the Company’s operations or activities are not in compliance with existing laws or regulations, however, could result in the imposition of civil or criminal fines, penalties, disgorgement, restitution, equitable relief, exclusion from participation in federal healthcare programs or other losses or conduct restrictions, which could be material to the Company’s financial results or business operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On May 22, 2020, the Company formed a strategic alliance with Inivata and entered into a Strategic Alliance Agreement and Laboratory Services Agreement whereas Inivata, prior to the Inivata Acquisition Date, would render and perform certain laboratory testing which the Company made available to customers. In connection with this agreement, Inivata provided $0.8 million of testing services to the Company recorded in cost of revenue in the Consolidated Statements of Operations for the year ended December 31, 2021 through the Inivata Acquisition Date. On May 22, 2020, the Company and Inivata also entered into a Line of Credit in the amount of $15.0 million. The Company and Inivata settled the Line of Credit after the Inivata Acquisition Date and no amounts were outstanding as of December 31, 2022 and 2021. For further details on the Line of Credit, please refer to Note 8. Investment in Non-Consolidated Affiliate. On June 18, 2021, the Company completed its acquisition of all remaining equity interest in Inivata by exercising its Purchase Option. Beginning June 18, 2021, Inivata is a wholly-owned consolidated subsidiary of the Company. As of the Inivata Acquisition Date, Inivata’s financial statement activity has been consolidated within the Company’s Consolidated Financial Statements. For further details on the acquisition of Inivata, please refer to Note 3. Acquisitions. The Company has Pharma Services contracts with CytomX Therapeutics, Inc., an entity with whom a director of the Company, Dr. Alison L. Hannah, was an officer at until September 2022, and the Company’s former Chief Legal Officer, Halley E. Gilbert, is a director. In connection with these contracts, the Company recognized $0.7 million of revenue in the Consolidated Statements of Operations for each of the years ended December 31, 2022 and 2021 and $0.3 million for the year ended December 31, 2020. The Company has Pharma Services contracts with HOOKIPA Pharma, Inc., an entity with whom a director of the Company, Michael A. Kelly, is a director. In connection with these contracts, the Company recognized $0.4 million and $0.5 million of |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company recognizes revenue under two reportable segments, (1) Clinical Services and (2) Pharma Services. The 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 self-pay patients. The Pharma Services segment supports pharmaceutical firms’ drug development programs by assisting with various clinical trials and research as well as providing informatics related services often supporting pharmaceutical commercialization efforts. The financial information reviewed by the Chief Operating Decision Maker (“CODM”) includes revenues, cost of revenue, and gross profit for both reportable segments. Assets are not presented at the segment level as that information is not used by the CODM. The following table summarizes segment information for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Net revenue: Clinical Services $ 418,754 $ 404,172 $ 382,337 Pharma Services 90,974 80,157 62,111 Total net revenue 509,728 484,329 444,448 Cost of revenue: Clinical Services (1) 261,742 244,360 215,529 Pharma Services (2) 60,090 52,909 43,026 Total cost of revenue 321,832 297,269 258,555 Gross profit: Clinical Services 157,012 159,812 166,808 Pharma Services 30,884 27,248 19,085 Total gross profit 187,896 187,060 185,893 Operating expenses: General and administrative 243,356 221,347 143,794 Research and development 30,326 21,873 8,229 Sales and marketing 67,321 62,594 47,862 Restructuring charges 4,516 — — Total operating expenses 345,519 305,814 199,885 Loss from operations (157,623) (118,754) (13,992) Interest expense, net 1,506 5,082 7,019 Other expense (income), net 213 499 (7,906) Gain on investment in and loan receivable from — (109,260) (3,955) Loss on extinguishment of debt — — 1,400 Loss on termination of cash flow hedge — — 3,506 Loss before taxes (159,342) (15,075) (14,056) Income tax benefit (15,092) (6,728) (18,228) Net (loss) income $ (144,250) $ (8,347) $ 4,172 (1) Clinical Services cost of revenue in 2022 includes $17.1 million of amortization of acquired Inivata developed technology intangible assets. Clinical Services cost of revenue in 2021 includes $9.2 million of amortization of acquired Inivata developed technology intangible assets and write-offs of $5.3 million for COVID-19 PCR testing inventory. (2) Pharma Services cost of revenue in 2022 includes $2.4 million of amortization of acquired Inivata developed technology intangible assets. Pharma Services cost of revenue in 2021 includes $1.2 million of amortization of acquired Inivata developed technology intangible assets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
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, business combinations, impairment analysis of goodwill, and restructuring reserves. 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. |
Principles of Consolidation | Principles of Consolidation The Company determines whether investments in affiliates are a Variable Interest Entity (“VIE”) at the start of each new venture and when a reconsideration event has occurred. A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) and is determined to be the primary beneficiary. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. |
Segment Reporting | Segment ReportingThe Company reports its activities in two reportable segments; (1) the Clinical Services segment and (2) the Pharma Services segment. These reportable segments deliver testing services to hospitals, reference labs, pathologists, oncologists, clinicians, pharmaceutical firms, and researchers and represent 100% of the Company’s consolidated assets, net revenue, and net (loss) income in each of the years ended December 31, 2022, 2021 and 2020. |
Business Combinations | Business Combinations The Company accounts for acquisitions of entities over which control is obtained that include inputs and processes and have the ability to create outputs as business combinations. The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent third-party valuations that use information and assumptions provided by management, which consider estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired less liabilities assumed is recorded to goodwill. The use of alternative |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, certain cash equivalents, accounts receivable, net, other current assets, accounts payable, accrued expenses and other liabilities, and Pharma contract liabilities are considered reasonable estimates of their respective fair values due to their short-term nature. |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. The Company maintains its cash and cash equivalents with financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2022, its concentration of credit risk related to cash and cash equivalents was not significant. |
Marketable Securities | Marketable Securities The Company classifies all marketable securities as 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. Marketable securities are carried at fair value, with the unrealized holding gains and losses, net of income taxes, reflected in accumulated other comprehensive income until realized. The Company evaluates its marketable securities for other-than-temporary impairment on a quarterly basis. Unrealized losses are charged against net earnings when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary, such as the length and extent of the fair value decline, the financial condition and near-term prospects of the issuer, and whether there is the intent to sell or will more likely than not be required to sell before the securities’ anticipated recovery. There were no other-than-temporary impairments for the years ended December 31, 2022, 2021 and 2020. Regardless of the intent to sell a security, the Company performs additional analysis on all securities with unrealized losses to evaluate losses associated with the creditworthiness of the security. Credit losses are recorded when the Company does not expect to receive cash flows sufficient to recover the amortized cost basis of a security. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable are reported for all Clinical Services 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. For Pharma Services the Company negotiates billing schedules and payment terms on a contract-by-contract basis which can include payments based on certain milestones being achieved. |
Inventories | Inventories Inventories consist principally of testing supplies and are valued at lower of cost or net realizable value, using the first-in, first-out method. The Company periodically reviews its inventories for excess or obsolescence and writes-down obsolete or otherwise unmarketable inventories to their estimated net realizable value. |
Prepaid Assets | Prepaid AssetsThe Company records a prepaid expense for costs paid but not yet incurred. Those expected to be incurred within one year are recorded as prepaid assets within total current assets on the Consolidated Balance Sheets. Any costs expected to be incurred outside of one year are recorded as other assets within total non-current assets on the Consolidated Balance Sheets. |
Assets Held for Sale | Assets Held for Sale Assets to be disposed of by sale are reclassified as held for sale if their carrying amounts are expected to be recovered through a sale transaction rather than through continuing use and when the Company commits to a plan to sell the assets. Assets classified as held for sale are measured at the lower of their carrying value or fair value less selling costs. Such assets are classified within current assets if there is reasonable certainty that the sale and collection of consideration will take place within one year. Upon reclassification as held for sale, long-lived assets are no longer depreciated or amortized and a measurement for impairment is performed to determine if there is an excess of carrying value over fair value less costs to sell. Any remeasurement is reported as an adjustment to the carrying value of the assets. Subsequent changes to estimated fair value less the selling costs will impact the measurement of assets held for sale if the fair value is determined to be less than the carrying value of the assets. |
Other Current Assets | Other Current Assets As of December 31, 2022 and 2021, other current assets consisted primarily of receivables related to research and development (“R&D”) tax credits, pharma contract assets and other non-trade receivables. |
Property and Equipment, net | Property and Equipment, net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the related lease terms or their estimated useful lives. Costs incurred in connection with the development of internal-use software are capitalized in accordance with the accounting standard for internal-use software, and are amortized over the expected useful life of the software. The Company periodically reviews the estimated useful lives of property and equipment. Changes to the estimated useful lives are recorded prospectively from the date of the change. Upon retirement or sale, the cost of the assets disposed of, and the related accumulated depreciation, are removed from the accounts and any resulting gain or loss is included in loss from operations. Repairs and maintenance costs are expensed as incurred and are included in cost of revenue, general and administrative expenses or R&D expenses, as appropriate in the Consolidated Statements of Operations. |
Leases | Leases The Company leases corporate offices and laboratory spaces throughout the world, all of which are classified as operating leases expiring at various dates and generally having terms ranging from 1 to 20 years. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Some of the Company’s real estate lease agreements include options to either renew or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 5 years. When it is reasonably certain that the Company will exercise an option to renew or terminate a lease, these options are considered in determining the classification and measurement of the lease at lease commencement. Lease liabilities are recorded based on the present value of the future lease payments over the lease term and assessed as of the commencement date. Incentives received from landlords, such as reimbursements for tenant improvements and rent abatement periods, effectively reduce the total lease payments owed for leases. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance), as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost. The Company utilizes its incremental borrowing rate by lease term in order to calculate the present value of its future lease payments when the implicit rates in the leases agreements are not readily determinable. The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. Operating lease costs represent fixed lease payments recognized on a straight-line basis over the lease term. Operating lease costs include an immaterial amount of variable lease costs and are recorded in cost of revenue, general and administrative, |
Intangible Assets, net | Intangible Assets, netIntangible assets with determinable useful lives are recorded initially at acquired fair value or cost, less accumulated amortization. Each intangible asset with a determinable useful life is amortized over its estimated useful life using the straight-line method. The Company periodically reviews the estimated pattern in which the economic benefits will be consumed and adjusts the amortization period and pattern to match the estimate. Intangible assets with indefinite useful lives are recorded initially at fair value or cost and are tested annually for impairment or more frequently if management believes indicators of impairment exist. |
Recoverability and Impairment of Long-Lived Assets | Recoverability and Impairment of Long-Lived AssetsThe Company reviews the recoverability of its long-lived assets (including definite-lived intangible assets) if events or changes in circumstances indicate the assets may be impaired. Evaluation of possible impairment is based on the Company’s ability to recover the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If the expected undiscounted pretax cash flows are less than the carrying amount of such asset, an impairment loss is recognized for the difference between the estimated fair value to the carrying amount of the asset. |
Goodwill | Goodwill The Company evaluates goodwill on an annual basis in the fourth quarter, or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management performs a quantitative goodwill impairment test. The quantitative analysis is performed by comparing the fair value of the reporting unit to its carrying value. If the carrying value is greater than the estimate of fair value, an impairment loss will be recognized for the amount in which the carrying amount exceeds the reporting unit’s fair value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows approach and the market approach, which utilizes comparable companies’ data. For the years ended December 31, 2022, 2021 and 2020, the Company’s evaluation of goodwill resulted in no impairment losses. At June 30, 2022, the Company performed a qualitative assessment to determine whether it was more likely than not that the fair values of its reporting units were less than their carrying values. Such qualitative factors included macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant events. As a result of the qualitative assessment, the Company determined that there were indicators that it was more likely than not that the fair values of its reporting units were less than their carrying values. Accordingly, the Company performed a quantitative analysis and determined the reporting units’ fair values exceeded the reporting units’ carrying values and there was no impairment of the recorded goodwill as of June 30, 2022. |
Contingencies | Contingencies The Company accrues contingent losses when estimated impacts of various conditions, situations or circumstances involve uncertain outcomes. Contingent losses are recorded based on management judgment along with internal and external advice from legal counsel and/or technical consultants. Estimated losses from contingencies are recorded when both of the following conditions are met: (i) information available before the financial statements are issued (or available to be issued) indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and (ii) the amount of loss can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, that amount shall be accrued. When no amount within the range is a better estimate than any other amount, however, the minimum amount in the range shall be accrued. Please refer to Note 18. Commitments and Contingencies, for further discussion. |
Debt Issuance Costs | Debt Issuance CostsDebt issuance costs related to convertible senior notes are recorded as deductions that net against the principal value of the debt and are amortized as interest expense over the life of the debt using the effective interest method. Debt issuance costs related to term loans are recorded as direct deductions from the carrying amount of the term loan and are amortized to interest expense over the life of the debt using the effective interest method. Debt issuance costs relating to line of credit arrangements are recorded as assets and amortized over the term of the credit arrangement regardless of whether any outstanding borrowing existed. |
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 values. 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 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 determined using the simplified method under SAB 107 which represents the average between the vesting term and the contractual term. The Company utilizes the simplified method to determine the expected life of the options due to insufficient exercise activity during recent years. 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 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. |
Revenue Recognition | Revenue Recognition Clinical Services 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 at the point in time 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 90 to 120 days of billing for commercial insurance, Medicare and other governmental and self-pay patients and within 60 to 90 days of billing for client payers. Pharma Services The Company’s Pharma Services segment generally enters into contracts with pharmaceutical and biotech customers as well as other contract research organizations (“CROs”) to provide research and clinical trial services. Such services also include validation studies and assay development. The Company records revenue on a unit-of-service basis based on the number of units completed towards the satisfaction of a performance obligation. Certain contracts include upfront fees or billing milestones that are recognized over time, which aligns with the progress of the Company towards fulfilling its obligations under the contract. Additional offerings within the Pharma Services portfolio includes Informatics, which involves the licensing of de-identified data to pharmaceutical and biotech customers in the form of either retrospective records or prospective deliveries of data. Informatics revenue is recognized at a point in time upon delivery of retrospective data or over time for prospective data feeds. The Company negotiates billing schedules and payment terms on a contract-by-contract basis, and contract terms generally provide for payments based on a unit-of-service arrangement. Amounts collected in advance of services provided are deferred as contract liabilities. 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 account receivable is recorded. Additionally, Pharma Services incurs sales commissions in the process of obtaining contracts with customers. Sales commissions that are payable upon contract award are recognized as assets and amortized over the expected life of the customer relationship. For offerings with primarily short-term contracts, such as Informatics, the Company applies the practical expedient which allows costs to obtain a contract to be expensed when incurred, if the amortization period of the assets that would otherwise have been recognized is one year or less. Contract assets and capitalized commissions are included in other current assets and other assets on the Consolidated Balance Sheets. 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. |
Cost of Revenue | Cost of RevenueCost of revenue includes payroll and payroll related costs for performing tests, project management, depreciation of laboratory equipment and laboratory leasehold improvements, rent for laboratory facilities, laboratory reagents, probes and supplies, delivery and courier costs relating to the transportation of specimens to be tested, and amortization for acquired Inivata developed technology intangible assets. The expenses related to shipping specimens to the facilities for testing, includes costs incurred for contract couriers, commercial airline flights, and courier charges. The Company also incurs expenses returning samples and slides to its customers. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist of payroll and payroll related costs for the Company’s billing, finance, human resources, information technology, and other administrative personnel as well as stock-based compensation. The Company also includes professional services, facilities expense, IT infrastructure costs, depreciation, amortization, and other administrative-related costs in general and administrative expenses in the Consolidated Statements of Operations. |
Research and Development | Research and Development Expenses R&D costs are expensed as incurred. R&D expenses consist of payroll and payroll related costs, laboratory supplies, depreciation of laboratory equipment, and costs for samples to complete validation studies. These expenses are primarily incurred to develop new genetic tests. Sales and Marketing Expenses Sales and marketing expenses are primarily attributable to employee-related costs including sales management, sales representatives, sales and marketing consultants, and marketing and customer service personnel in the Clinical Services segment. Advertising costs are expensed at the time they are incurred and are deemed immaterial for the years ended December 31, 2022, 2021 and 2020. |
Restructuring charges | Restructuring chargesRestructuring charges relate to a restructuring program to improve execution and drive efficiency across the organization. Restructuring charges consist of severance and other employee costs, costs for optimizing the Company’s geographic presence, and consulting and other costs. |
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 bad debts, 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. 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 on the Consolidated Balance Sheets. At December 31, 2022 and 2021, the Company has an uncertain tax position related to Federal and State R&D tax credits. The Company does not expect a significant change in its uncertain tax positions in the next 12 months. |
Net (Loss) Income per Common Share | Net (Loss) Income per Common Share The Company calculates basic net (loss) income per share attributable to common stockholders by dividing net (loss) income by the weighted-average number of shares of common stock outstanding for the period. Diluted net (loss) income per share is computed using the weighted average number of common shares outstanding during the applicable period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and convertible notes, as well as non-vested restricted stock awards which are not considered outstanding with respect to the weighted average common shares outstanding in the calculation of basic net (loss) income per share. Potentially dilutive shares are determined by applying the treasury stock method to the Company’s outstanding stock options and restricted stock awards. Potentially dilutive shares issuable upon conversion of the 0.25% Convertible Senior Notes due 2028 and the 1.25% Convertible Senior Notes due 2025 are calculated using the if-converted method. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance (“ASU 2021-10”). This update requires business entities to disclose information about certain government assistance they receive. Such disclosure requirements include the nature of the transactions and the related accounting policy used, the line items on the balance sheet and income statement that are affected and the amounts applicable to each financial statement line item and significant terms and conditions of the transactions. ASU 2021-10 is effective for annual periods beginning after December 15, 2021, with early adoption permitted. ASU 2021-10 should be applied either (1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or (2) retrospectively to those transactions. The Company adopted this pronouncement on January 1, 2022, and there was no impact from this standard on its annual disclosures. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This update amends guidance to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted including adoption in an interim period. If the Company early adopts in an interim period, the Company is required to apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The amendments in ASU 2021-08 should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company adopted this standard as of January 1, 2023 and there was no impact on its Consolidated Financial Statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase consideration recorded for the acquisition of Trapelo, the fair value of the net assets acquired and liabilities assumed, and the calculation of goodwill based on the excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed at the Trapelo Acquisition Date (in thousands, except per share data): Amount Purchase consideration: Shares of common stock issued as consideration 597,712 Per share value of common stock issued as consideration $ 48.81 Fair value of common stock at Trapelo Acquisition Date $ 29,174 Plus: Cash paid at closing 35,591 Total purchase consideration $ 64,765 Allocation of the purchase consideration: Cash $ 713 Other current assets 282 Identifiable intangible asset - marketing assets 549 Identifiable intangible asset - developed technology 19,040 Other long-term assets 268 Total identifiable assets acquired 20,852 Current liabilities (751) Net identifiable assets acquired 20,101 Goodwill 44,664 Total purchase consideration $ 64,765 June 18, 2021 Measurement Period Adjustments Adjustment June 18, 2021 Fair value of business combination: Cash paid at closing $ 398,594 $ — $ — $ 398,594 Fair value of Line of Credit 15,000 — — 15,000 Fair value of consideration transferred $ 413,594 $ — $ — $ 413,594 Fair value of previously-held equity interest (1) 62,919 1,987 — 64,906 Fair value of Purchase Option (1) 58,537 15,763 — 74,300 Total fair value of business combination $ 535,050 $ 17,750 $ — $ 552,800 Allocation of the fair value business combination: Cash $ 14,068 $ — $ — $ 14,068 Other current assets (2) 5,366 345 — 5,711 Property and equipment 1,753 — — 1,753 Identifiable intangible assets - developed technology (1) 302,982 (11,796) — 291,186 Identifiable intangible assets - trademarks (1) 31,700 (226) — 31,474 Identifiable intangible asset - trade name (1) 2,322 253 — 2,575 Other long-term assets 6,240 — — 6,240 Total identifiable assets acquired 364,431 (11,424) — 353,007 Current liabilities (4,241) (1,650) — (5,891) Deferred income tax liabilities (3)(4) (64,680) 3,686 4,349 (56,645) Other long-term liabilities (4,690) — — (4,690) Net identifiable assets acquired 290,820 (9,388) 4,349 285,781 Goodwill (4) 244,230 27,138 (4,349) 267,019 Total fair value of business combination $ 535,050 $ 17,750 $ — $ 552,800 (1) Measurement period adjustment primarily relates to a change in estimated taxes based on jurisdictions in which forecasted profits are expected to be generated. (2) Measurement period adjustment relates to the recognition of a credit which Inivata is entitled to claim for certain research and development expenditures. (3) Measurement period adjustment relates to a change in estimated deferred income tax liabilities as a result of the reduction in the amounts for intangibles assets and related future amortization. (4) During the third quarter of 2022, the Company recorded a $4.3 million decrease to goodwill and corresponding decrease to deferred income tax liabilities, net, on the Consolidated Balance Sheets to correct an immaterial error related to a prior period. The error was not material to any previously reported annual or interim consolidated financial statements. |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information has been provided for illustrative purposes only and is not necessarily indicative of results that would have occurred had the acquisition of Inivata occurred on January 1, 2020, nor are they necessarily indicative of future results (in thousands): For the years ended December 31, 2021 2020 Net revenue $ 484,231 $ 444,884 Net loss $ (129,251) $ (65,387) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022 and 2021 (in thousands): December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 56,426 $ — $ (651) $ 55,775 Yankee bonds 5,358 — (92) 5,266 Agency bonds 12,485 — (116) 12,369 Municipal bonds 12,841 — (1,030) 11,811 Commercial paper 2,846 8 — 2,854 Asset-backed securities 25,544 2 (427) 25,119 Corporate bonds 63,748 3 (2,136) 61,615 Total $ 179,248 $ 13 $ (4,452) $ 174,809 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 52,791 $ 11 $ (138) $ 52,664 Yankee bonds 6,175 1 (16) 6,160 Agency bonds 17,546 — (16) 17,530 Municipal bonds 12,440 — (211) 12,229 Commercial paper 17,694 — (4) 17,690 Asset-backed securities 27,620 1 (86) 27,535 Corporate bonds 65,198 9 (452) 64,755 Total $ 199,464 $ 22 $ (923) $ 198,563 |
Investments Classified by Contractual Maturity Date | The following tables set forth the fair value of available-for-sale marketable securities by contractual maturity at December 31, 2022 and 2021 (in thousands): December 31, 2022 One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 40,795 $ 14,980 $ — $ 55,775 Yankee bonds 2,734 2,532 — 5,266 Agency bonds 6,470 5,899 — 12,369 Municipal bonds — 11,811 — 11,811 Commercial paper 2,854 — — 2,854 Asset-backed securities 23,179 1,940 — 25,119 Corporate bonds 35,377 26,238 — 61,615 Total $ 111,409 $ 63,400 $ — $ 174,809 December 31, 2021 One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 22,550 $ 30,114 $ — $ 52,664 Yankee bonds 4,150 2,010 — 6,160 Agency bonds 14,041 3,489 — 17,530 Municipal bonds — 12,229 — 12,229 Commercial paper 17,690 — — 17,690 Asset-backed securities 20,868 6,667 — 27,535 Corporate bonds 25,412 39,343 — 64,755 Total $ 104,711 $ 93,852 $ — $ 198,563 |
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 December 31, 2022 and 2021 (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 196,749 $ — $ — $ 196,749 Commercial paper — 36,965 — 36,965 Marketable securities: U.S. Treasury securities 55,775 — — 55,775 Yankee bonds 5,266 — — 5,266 Agency bonds 12,369 — — 12,369 Municipal bonds 11,811 — — 11,811 Commercial paper — 2,854 — 2,854 Asset-backed securities — 25,119 — 25,119 Corporate bonds — 61,615 — 61,615 Total $ 281,970 $ 126,553 $ — $ 408,523 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 254,157 $ — $ — $ 254,157 Commercial paper — 22,491 — 22,491 Marketable securities: U.S. Treasury securities 52,664 — — 52,664 Yankee bonds 6,160 — — 6,160 Agency bonds 17,530 — — 17,530 Municipal bonds 12,229 — — 12,229 Commercial paper — 17,690 — 17,690 Asset-backed securities — 27,535 — 27,535 Corporate bonds — 64,755 — 64,755 Total $ 342,740 $ 132,471 $ — $ 475,211 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consisted of the following at December 31, 2022 and 2021 (in thousands): 2022 2021 Estimated Useful Lives in Years Equipment $ 91,759 $ 86,410 1 - 13 Leasehold improvements 44,418 43,251 1-17 Furniture and fixtures 12,274 11,141 1-8 Computer hardware and office equipment 32,843 30,394 1-9 Computer software 44,151 35,826 1-10 Construction in progress 8,984 12,395 — Subtotal 234,429 219,417 Less: accumulated depreciation (131,930) (109,952) Property and equipment, net $ 102,499 $ 109,465 Depreciation expense for the years ended December 31, 2022, 2021 and 2020, was as follows (in thousands): 2022 2021 2020 Cost of revenue $ 15,406 $ 14,200 $ 15,287 General and administrative 18,125 15,299 10,359 Research and development 1,841 693 258 Total depreciation $ 35,372 $ 30,192 $ 25,904 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2022, the maturities of the operating lease liabilities and a reconciliation to the present value of lease liabilities were as follows (in thousands): Remaining Lease Payments 2023 $ 9,235 2024 9,769 2025 7,939 2026 6,941 2027 6,857 Thereafter 56,026 Total remaining lease payments 96,767 Less: imputed interest (21,231) Total operating lease liabilities 75,536 Less: current portion (6,584) Long-term operating lease liabilities $ 68,952 Weighted-average remaining lease term (in years) 12.33 Weighted-average discount rate 3.7 % |
Lease, Cost | The following summarizes additional supplemental data related to the operating leases for the years ended December 31, 2022 and 2021 (in thousands): 2022 2021 Operating lease costs $ 13,135 $ 11,231 Right-of-use assets obtained in exchange for operating lease liabilities $ 9,149 $ 39,785 Cash paid for operating leases $ 11,222 $ 10,165 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill by segment as of December 31, 2022 and 2021 (in thousands): Clinical Services Pharma Services Total Balance at December 31, 2021 $ 462,603 $ 64,512 $ 527,115 Adjustment (1) (3,821) (528) (4,349) Balance at December 31, 2022 $ 458,782 $ 63,984 $ 522,766 (1) During the third quarter of 2022, the Company recorded a $4.3 million decrease to goodwill and corresponding decrease to deferred income tax liabilities, net, on the Consolidated Balance Sheets to correct an immaterial error related to a prior period. The error was not material to any previously reported annual or interim consolidated financial statements. |
Schedule of Intangible Assets and Goodwill | Intangible assets consisted of the following as of December 31, 2022 and 2021 (in thousands): 2022 Amortization Cost Accumulated Amortization Net Customer Relationships 7-15 $ 143,101 $ 55,645 $ 87,456 Developed Technology 10-15 310,226 33,117 277,109 Marketing Assets 4 549 238 311 Trademarks 15 31,473 3,223 28,250 Trade Name 2.5 2,584 897 1,687 Trademark - Indefinite lived — 13,447 — 13,447 Total $ 501,380 $ 93,120 $ 408,260 2021 Amortization Cost Accumulated Amortization Net Customer Relationships 7-15 $ 143,101 $ 45,756 $ 97,345 Developed Technology 10-15 310,226 11,798 298,428 Marketing Assets 4 549 100 449 Trademarks 15 31,473 1,125 30,348 Trade Name 5 2,584 276 2,308 Trademark - Indefinite lived — 13,447 — 13,447 Total $ 501,380 $ 59,055 $ 442,325 |
Schedule of Finite-lived Intangible Assets Amortization Expense | For the years ended December 31, 2022, 2021 and 2020, amortization on the Consolidated Statements of Operations was recorded as follows (in thousands): 2022 2021 2020 Amortization recorded in: Cost of revenue $ 19,412 $ 10,407 $ — General and administrative 14,646 12,753 9,817 Total amortization $ 34,058 $ 23,160 $ 9,817 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2022, the estimated amortization expense related to amortizable intangible assets for each of the five following years and thereafter is as follows (in thousands): 2023 $ 35,133 2024 33,446 2025 33,343 2026 33,308 2027 32,758 Thereafter 226,825 Total $ 394,813 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes long-term debt, net, at December 31, 2022 and 2021 (in thousands): 2022 2021 0.25% Convertible Senior Notes due 2028 Principal $ 345,000 $ 345,000 Unamortized debt discount (7,505) (8,963) Unamortized debt issuance costs (174) (208) Total 0.25% Convertible Senior Notes due 2028 337,321 335,829 1.25% Convertible Senior Notes due 2025 Principal 201,250 201,250 Unamortized debt discount (2,891) (4,090) Unamortized debt issuance costs (358) (506) Total 1.25% Convertible Senior Notes due 2025, net 198,001 196,654 Equipment financing obligations 70 1,206 Total debt 535,392 533,689 Less: Current portion of equipment financing obligations (70) (1,135) Total long-term debt, net $ 535,322 $ 532,554 |
Schedule of Maturities of Long-term Debt | Maturities of long-term debt at December 31, 2022 are summarized as follows (in thousands): 0.25% Convertible Senior Notes 1.25% Convertible Senior Notes Equipment Financing Obligations Total Long-Term Debt 2023 $ — $ — $ 70 $ 70 2024 — — — — 2025 — 201,250 — 201,250 2026 — — — — 2027 — — — — Thereafter 345,000 — — 345,000 Total Debt 345,000 201,250 70 546,320 Less: Current portion of long-term debt — — (70) (70) Less: Unamortized debt discount (7,505) (2,891) — (10,396) Less: Unamortized debt issuance costs (174) (358) — (532) Long-term debt, net $ 337,321 $ 198,001 $ — $ 535,322 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The fair value of each stock option award granted during the year ended December 31, 2020 was estimated as of the grant date using a trinomial lattice model. Weighted average assumptions used during the years ended December 31, 2022, 2021 and 2020 are as follows: 2022 2021 2020 Expected term (in years) 3.0 – 5.5 1.2 – 5.5 3.8 – 5.5 Risk-free interest rate (%) 1.4% - 4.5% 0.2% - 1.3% 0.2% - 1.7% Expected volatility (%) 41.9% - 66.7% 38.7% - 51.4% 39.9% - 44.6% Dividend yield (%) — — — Weighted average fair value/share at grant date $6.42 $18.87 $8.88 |
Schedule of Share-based Compensation, Stock Options, Activity | The status of the stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2019 5,318,759 $ 9.97 Granted 845,120 28.33 Exercised (2,310,934) 7.96 Forfeited (67,004) 16.37 Outstanding at December 31, 2020 3,785,941 15.21 Granted 1,232,056 42.13 Exercised (1,372,564) 9.97 Forfeited (684,238) 29.70 Outstanding at December 31, 2021 2,961,195 25.46 Granted 4,494,333 14.49 Exercised (949,259) 10.87 Forfeited (2,291,652) 26.50 Outstanding at December 31, 2022 4,214,617 16.48 Exercisable at December 31, 2022 873,808 27.53 |
Schedule of Nonvested Share Activity | The number and weighted average grant-date fair values of options non-vested at the beginning and end of 2022, as well as options granted, vested, and forfeited during the year were as follows: Number of Options Weighted Average Grant Date Fair Value Non-vested at December 31, 2021 1,292,839 $ 13.93 Granted 4,494,333 6.42 Vested (684,633) $ 12.41 Forfeited (1,761,730) 10.27 Non-vested at December 31, 2022 3,340,809 $ 6.11 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable | The following table summarizes information about the options outstanding at December 31, 2022: Options Outstanding Options Exercisable Range of Exercise Prices ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 7.34 – 8.13 876,001 6.42 $ 8.04 7,881 0.16 $ 8.03 8.14 – 11.34 863,300 5.91 9.40 89,470 0.28 9.32 11.35 – 12.61 504,781 6.05 11.87 47,294 0.48 11.94 12.62 – 21.40 943,249 5.45 14.19 207,971 1.97 18.22 21.41 – 55.40 1,027,286 4.34 33.98 521,192 3.19 36.08 4,214,617 5.55 16.48 873,808 2.43 27.53 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The number of shares and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2022, 2021 and 2020, as well as stock awards granted, vested, and forfeited during the year were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2019 335,298 $ 15.75 Granted 149,012 28.45 Vested (184,127) 12.90 Forfeited (8,292) 20.75 Nonvested at December 31, 2020 291,891 23.82 Granted 936,648 39.52 Vested (213,777) 32.83 Forfeited (163,359) 38.58 Nonvested at December 31, 2021 851,403 36.00 Granted 2,865,727 14.16 Vested (413,747) 33.19 Forfeited (1,308,522) 24.57 Nonvested at December 31, 2022 1,994,861 12.71 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract with Customer, Asset and Liability | The following table summarizes the values of contract assets, capitalized commissions, and contract liabilities for Pharma Services as of December 31, 2022 and 2021 (in thousands): 2022 2021 Current pharma contract assets (1) $ 1,898 $ 1,738 Long-term pharma contract assets (2) 31 236 Total pharma contract assets $ 1,929 $ 1,974 Current pharma capitalized commissions (1) $ 800 $ 109 Long-term pharma capitalized commissions (2) 715 882 Total pharma capitalized commissions $ 1,515 $ 991 Current pharma contract liabilities $ 7,557 $ 5,192 Long-term pharma contract liabilities (3) 19 917 Total pharma contract liabilities $ 7,576 $ 6,109 (1) Recorded within other current assets on the Consolidated Balance Sheets. (2) Recorded within other assets on the Consolidated Balance Sheets. |
Schedule of Disaggregation of Revenue | The following table details the disaggregation of net revenue for both the Clinical Services and Pharma Services Segments for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Clinical Services: Client direct billing $ 279,732 $ 252,617 $ 240,535 Commercial insurance 73,280 78,773 76,550 Medicare and other government 65,585 72,010 64,776 Self-pay 157 772 476 Total Clinical Services 418,754 404,172 382,337 Pharma Services 90,974 80,157 62,111 Total net revenue $ 509,728 $ 484,329 $ 444,448 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activities | The following table summarizes the costs associated with the Company’s restructuring activities for the year ended December 31, 2022 (in thousands): Severance and Other Employee Costs Facility Footprint Optimization Consulting and Other Costs Total Balance as of December 31, 2021 $ — $ — $ — $ — Restructuring charges incurred 1,036 — 2,762 3,798 Impairment of facility-related assets — 718 — 718 Cash payments and other adjustments (1) (477) (718) (1,802) (2,997) Balance as of December 31, 2022 $ 559 $ — $ 960 $ 1,519 Current liabilities $ 1,519 Long-term liabilities — $ 1,519 (1) Other adjustments include non-cash asset charges related to Facility Footprint Optimization costs. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | (Loss) income before income tax expense (benefit) for the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands): 2022 2021 2020 (Loss) income before income tax expense (benefit): Domestic $ (90,058) $ 24,761 $ (6,954) Foreign (69,284) (39,836) (7,102) Total $ (159,342) $ (15,075) $ (14,056) Income tax expense (benefit) Current: Federal $ (41) $ 41 $ (434) State 176 41 273 Foreign 17 — — Total current tax expense (benefit) $ 152 $ 82 $ (161) Deferred: Federal $ 614 $ (575) $ (12,856) State (647) 1,241 (5,211) Foreign (15,211) (7,476) — Total deferred benefit provision $ (15,244) $ (6,810) $ (18,067) Total tax benefit provision $ (15,092) $ (6,728) $ (18,228) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31, 2022, 2021 and 2020 is as follows: 2022 2021 2020 Federal statutory tax rate 21.00 % 21.00 % 21.00 % State income taxes, net of federal income tax benefit 2.06 % 17.77 % 14.29 % Transaction Costs (0.01) % (10.11) % — % Penalties (0.03) % (15.61) % (0.01) % Compensation expense (2.17) % (0.96) % 65.78 % Inivata acquisition fair value adjustment — % 159.14 % — % Capped call interest 4.50 % — % — % Tax credits 1.32 % 11.63 % 32.11 % Return to provision and other deferred tax adjustments (0.22) % — % 7.38 % Foreign tax rate differential 1.20 % 2.74 % (1.64) % Other, net (0.12) % (2.91) % (0.26) % Valuation allowance (18.07) % (138.07) % (8.97) % Effective tax rate 9.46 % 44.62 % 129.68 % |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2022 and 2021, deferred income tax assets and liabilities consisted of the following (in thousands): 2022 2021 Deferred tax assets: Accrued compensation 5,282 6,171 Net operating loss carry-forwards 106,742 81,903 Tax credits 8,983 6,596 Stock-based compensation 2,797 2,355 Operating lease liabilities 19,248 19,978 Interest expense 2,751 886 Convertible debt discount 5,287 — Research expenditures 4,348 — Other 4,529 2,963 Gross deferred tax assets 159,967 120,852 Less: valuation allowance (65,166) (33,014) Total deferred tax assets $ 94,801 $ 87,838 Deferred tax liabilities: Operating lease right-of-use assets $ (18,215) $ (19,094) Convertible debt discount — (1) Intangible assets (101,886) (108,592) Property and equipment (9,450) (15,389) Total deferred tax liabilities $ (129,551) $ (143,076) Net deferred income tax liabilities $ (34,750) $ (55,238) |
Schedule of Unrecognized Tax Benefits | The following are the unrecognized tax benefits as of December 31, 2022 and 2021 (in thousands): 2022 2021 Unrecognized tax benefits - January 1 $ 2,351 $ 1,670 Increases in prior year positions 82 83 Increases in tax positions taken in current year 726 632 Statute expirations — (34) Unrecognized tax benefits - December 31 $ 3,159 $ 2,351 |
Net (Loss) Income per Share (Ta
Net (Loss) Income per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table shows the calculations for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts): 2022 2021 2020 NET (LOSS) INCOME $ (144,250) $ (8,347) $ 4,172 Basic weighted average common shares outstanding 124,217 119,962 108,579 Dilutive effect of stock options — — 3,010 Dilutive effect of restricted stock awards — — 205 Diluted weighted average shares outstanding 124,217 119,962 111,794 Basic net (loss) income per share $ (1.16) $ (0.07) $ 0.04 Diluted net (loss) income per share $ (1.16) $ (0.07) $ 0.04 |
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) income per share because their effect would be anti-dilutive for the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 Stock options 199 1,892 — Restricted stock awards 312 194 — 2025 Convertible Notes 5,538 5,538 3,723 2028 Convertible Notes 5,215 5,130 — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes segment information for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Net revenue: Clinical Services $ 418,754 $ 404,172 $ 382,337 Pharma Services 90,974 80,157 62,111 Total net revenue 509,728 484,329 444,448 Cost of revenue: Clinical Services (1) 261,742 244,360 215,529 Pharma Services (2) 60,090 52,909 43,026 Total cost of revenue 321,832 297,269 258,555 Gross profit: Clinical Services 157,012 159,812 166,808 Pharma Services 30,884 27,248 19,085 Total gross profit 187,896 187,060 185,893 Operating expenses: General and administrative 243,356 221,347 143,794 Research and development 30,326 21,873 8,229 Sales and marketing 67,321 62,594 47,862 Restructuring charges 4,516 — — Total operating expenses 345,519 305,814 199,885 Loss from operations (157,623) (118,754) (13,992) Interest expense, net 1,506 5,082 7,019 Other expense (income), net 213 499 (7,906) Gain on investment in and loan receivable from — (109,260) (3,955) Loss on extinguishment of debt — — 1,400 Loss on termination of cash flow hedge — — 3,506 Loss before taxes (159,342) (15,075) (14,056) Income tax benefit (15,092) (6,728) (18,228) Net (loss) income $ (144,250) $ (8,347) $ 4,172 (1) Clinical Services cost of revenue in 2022 includes $17.1 million of amortization of acquired Inivata developed technology intangible assets. Clinical Services cost of revenue in 2021 includes $9.2 million of amortization of acquired Inivata developed technology intangible assets and write-offs of $5.3 million for COVID-19 PCR testing inventory. (2) Pharma Services cost of revenue in 2022 includes $2.4 million of amortization of acquired Inivata developed technology intangible assets. Pharma Services cost of revenue in 2021 includes $1.2 million of amortization of acquired Inivata developed technology intangible assets. |
Nature of Business (Details)
Nature of Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Write off of COVID-19 PCR testing inventory and equipment | $ 6,100 | $ 0 | $ 6,061 | $ 0 |
Write off of remaining COVID-19 PCR testing inventory | 5,300 | |||
PCR testing equipment, general and administrative | 800 | |||
Grant income recognized, COVID-19 | 0 | 0 | 7,900 | |
Accrued deferred social security taxes, COVID-19 | 3,000 | |||
Amount of ERTC recognized, COVID-19 | $ 0 | $ 4,400 | $ 1,900 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 | Dec. 31, 2022 Rate | Jan. 11, 2021 Rate | May 04, 2020 Rate | |
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Number of reportable segments | segment | 2 | |||||||
Number of operating segments | segment | 2 | |||||||
Percentage of consolidated assets, net revenues and net income reported by reportable operating segment | 100% | 100% | 100% | |||||
Impairment of indefinite lived intangible assets | $ 0 | $ 0 | $ 0 | |||||
Impairment of long-lived assets held-for-use | 718,000 | 0 | 0 | |||||
Restructuring charges | $ 4,516,000 | 0 | 0 | |||||
Impairment of goodwill | $ 0 | |||||||
Performance obligation, description of timing | Collection of consideration the Company expects to receive typically occurs within 90 to 120 days of billing for commercial insurance, Medicare and other governmental and self-pay patients and within 60 to 90 days of billing for client payers. | |||||||
Cost of revenue | $ 321,832,000 | 297,269,000 | 258,555,000 | |||||
Convertible Debt | 0.25% Convertible Senior Notes | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Stated interest rate (as a percent) | 0.25% | 0.25% | 0.25% | |||||
Convertible Debt | 1.25% Convertible Senior Notes | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Stated interest rate (as a percent) | 1.25% | 1.25% | 1.25% | |||||
Shipping costs | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Cost of revenue | 19,600,000 | $ 16,500,000 | $ 13,800,000 | |||||
Facility Footprint Optimization | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Restructuring charges | $ 700,000 | |||||||
Minimum | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Operating lease, term | 1 year | |||||||
Lease renewal term | 1 year | |||||||
Maximum | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Operating lease, term | 20 years | |||||||
Lease renewal term | 5 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 18, 2021 | Apr. 07, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | May 31, 2020 | May 22, 2020 | |
Business Acquisition [Line Items] | |||||||||||
Cash paid at closing | $ 0 | $ 419,404,000 | $ 37,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Gain on investment in and loan receivable from non-consolidated affiliate, net | $ 0 | $ 109,260,000 | 3,955,000 | ||||||||
Affiliated Entity | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amount outstanding under line of credit | $ 10,300,000 | ||||||||||
Variable Interest Entity, Not Primary Beneficiary | Affiliated Entity | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Investment in minority interest | 29,600,000 | $ 29,600,000 | $ 25,000,000 | $ 25,000,000 | |||||||
Consideration paid to other shareholders | 390,000,000 | ||||||||||
Identifiable intangible assets - developed technology | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period (in years) | 15 years | 15 years | |||||||||
Marketing Assets | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period (in years) | 4 years | 4 years | |||||||||
Trademarks | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period (in years) | 15 years | 15 years | |||||||||
Trade Name | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period (in years) | 2 years 6 months | 5 years | |||||||||
Trapelo Health | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Voting interests acquired (as a percent) | 100% | ||||||||||
Cash paid at closing | $ 35,591,000 | ||||||||||
Payments to acquire business, adjustments | 600,000 | ||||||||||
Fair value of common stock at Trapelo Acquisition Date | $ 29,174,000 | ||||||||||
Common stock issued (in shares) | 597,712 | 597,712 | |||||||||
Share price (in dollars per share) | $ 48.81 | ||||||||||
Amortization period (in years) | 9 years 9 months 18 days | ||||||||||
Goodwill, expected tax deductible amount | $ 0 | ||||||||||
Acquisition and integration costs | $ 0 | $ 1,800,000 | 0 | ||||||||
Trapelo Health | Identifiable intangible assets - developed technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets, useful life (in years) | 10 years | ||||||||||
Trapelo Health | Marketing Assets | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets, useful life (in years) | 4 years | ||||||||||
Inivata | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid at closing | 398,594,000 | ||||||||||
Payments to acquire business, adjustments | $ 8,600,000 | ||||||||||
Amortization period (in years) | 14 years 10 months 24 days | ||||||||||
Goodwill, expected tax deductible amount | $ 0 | ||||||||||
Acquisition and integration costs | 0 | 13,900,000 | 0 | ||||||||
Fair value of line of credit | 15,000,000 | ||||||||||
Fair value of previously-held equity interest | $ 64,900,000 | 64,906,000 | |||||||||
Fair value of purchase option | $ 74,300,000 | 74,300,000 | |||||||||
Gain on investment in and loan receivable from non-consolidated affiliate, net | 109,300,000 | $ 109,300,000 | $ 4,000,000 | ||||||||
Deferred income tax liabilities | $ (56,645,000) | ||||||||||
Revenue from acquiree | $ 1,500,000 | ||||||||||
Net loss from acquiree | $ 27,600,000 | ||||||||||
Acquisition related costs | 11,000,000 | ||||||||||
Inivata | Clinical Services | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill acquired | 234,600,000 | ||||||||||
Inivata | Pharma Services | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill acquired | $ 32,400,000 | ||||||||||
Inivata | Identifiable intangible assets - developed technology | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets, useful life (in years) | 15 years | ||||||||||
Inivata | Trademarks | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets, useful life (in years) | 15 years | ||||||||||
Inivata | Trade Name | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets, useful life (in years) | 5 years |
Acquisitions - Schedule of Prov
Acquisitions - Schedule of Provisional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Jun. 18, 2021 | Apr. 07, 2021 | Apr. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||||
Plus: Cash paid at closing | $ 0 | $ 419,404 | $ 37,000 | |||||
Goodwill | $ 522,766 | $ 527,115 | ||||||
Adjustment | ||||||||
Business Acquisition [Line Items] | ||||||||
Measurement period adjustments, goodwill | $ (4,300) | |||||||
Trapelo Health | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares of common stock issued as consideration (in shares) | 597,712 | 597,712 | ||||||
Per share value of common stock issued as consideration (in dollars per share) | $ 48.81 | |||||||
Fair value of common stock at Trapelo Acquisition Date | $ 29,174 | |||||||
Plus: Cash paid at closing | 35,591 | |||||||
Total purchase consideration | 64,765 | |||||||
Cash | 713 | |||||||
Other current assets | 282 | |||||||
Other long-term assets | 268 | |||||||
Total identifiable assets acquired | 20,852 | |||||||
Current liabilities | (751) | |||||||
Net identifiable assets acquired | 20,101 | |||||||
Goodwill | 44,664 | |||||||
Total purchase consideration | 64,765 | |||||||
Trapelo Health | Marketing Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 549 | |||||||
Trapelo Health | Identifiable intangible assets - developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 19,040 | |||||||
Inivata | ||||||||
Business Acquisition [Line Items] | ||||||||
Plus: Cash paid at closing | $ 398,594 | |||||||
Fair value of Line of Credit | 15,000 | |||||||
Total purchase consideration | 413,594 | |||||||
Fair value of previously-held equity interest | $ 64,900 | 64,906 | ||||||
Measurement period adjustments, fair value of previously-held equity interest | 1,987 | |||||||
Fair value of Purchase Option | $ 74,300 | 74,300 | ||||||
Measurement period adjustments, fair value of Purchase Option | 15,763 | |||||||
Total fair value of business combination | 552,800 | |||||||
Measurement period adjustments, net assets acquired | 17,750 | |||||||
Cash | 14,068 | |||||||
Other current assets | 5,711 | |||||||
Measurement period adjustments, other current assets | 345 | |||||||
Property and equipment | 1,753 | |||||||
Other long-term assets | 6,240 | |||||||
Total identifiable assets acquired | 353,007 | |||||||
Measurement period adjustments, total identifiable assets acquired | (11,424) | |||||||
Current liabilities | (5,891) | |||||||
Measurement period adjustments, current liabilities | (1,650) | |||||||
Deferred income tax liabilities | (56,645) | |||||||
Measurement period adjustments, deferred income tax liabilities | 3,686 | |||||||
Other long-term liabilities | (4,690) | |||||||
Net identifiable assets acquired | 285,781 | |||||||
Measurement period adjustments, net identifiable assets acquired | (9,388) | |||||||
Goodwill | 267,019 | |||||||
Measurement period adjustments, goodwill | 27,138 | |||||||
Total purchase consideration | 552,800 | |||||||
Inivata | Adjustment | ||||||||
Business Acquisition [Line Items] | ||||||||
Measurement period adjustments, deferred income tax liabilities | 4,349 | |||||||
Measurement period adjustments, net identifiable assets acquired | 4,349 | |||||||
Measurement period adjustments, goodwill | (4,349) | |||||||
Inivata | Identifiable intangible assets - developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 291,186 | |||||||
Measurement period adjustments, identifiable intangible assets | (11,796) | |||||||
Inivata | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 31,474 | |||||||
Measurement period adjustments, identifiable intangible assets | (226) | |||||||
Inivata | Trade Name | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 2,575 | |||||||
Measurement period adjustments, identifiable intangible assets | 253 | |||||||
Inivata | Previously Reported | ||||||||
Business Acquisition [Line Items] | ||||||||
Plus: Cash paid at closing | 398,594 | |||||||
Fair value of Line of Credit | 15,000 | |||||||
Total purchase consideration | 413,594 | |||||||
Fair value of previously-held equity interest | 62,919 | |||||||
Fair value of Purchase Option | 58,537 | |||||||
Total fair value of business combination | 535,050 | |||||||
Cash | 14,068 | |||||||
Other current assets | 5,366 | |||||||
Property and equipment | 1,753 | |||||||
Other long-term assets | 6,240 | |||||||
Total identifiable assets acquired | 364,431 | |||||||
Current liabilities | (4,241) | |||||||
Deferred income tax liabilities | (64,680) | |||||||
Other long-term liabilities | (4,690) | |||||||
Net identifiable assets acquired | 290,820 | |||||||
Goodwill | 244,230 | |||||||
Total purchase consideration | 535,050 | |||||||
Inivata | Previously Reported | Identifiable intangible assets - developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 302,982 | |||||||
Inivata | Previously Reported | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 31,700 | |||||||
Inivata | Previously Reported | Trade Name | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 2,322 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Inivata - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net revenue | $ 484,231 | $ 444,884 |
Net loss | $ (129,251) | $ (65,387) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Amortized Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 179,248 | $ 199,464 |
Gross Unrealized Gains | 13 | 22 |
Gross Unrealized Losses | (4,452) | (923) |
Fair Value | 174,809 | 198,563 |
Accrued interest receivable | $ 900 | $ 600 |
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other current assets |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 56,426 | $ 52,791 |
Gross Unrealized Gains | 0 | 11 |
Gross Unrealized Losses | (651) | (138) |
Fair Value | 55,775 | 52,664 |
Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 5,358 | 6,175 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (92) | (16) |
Fair Value | 5,266 | 6,160 |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 12,485 | 17,546 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (116) | (16) |
Fair Value | 12,369 | 17,530 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 12,841 | 12,440 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1,030) | (211) |
Fair Value | 11,811 | 12,229 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 2,846 | 17,694 |
Gross Unrealized Gains | 8 | 0 |
Gross Unrealized Losses | 0 | (4) |
Fair Value | 2,854 | 17,690 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 25,544 | 27,620 |
Gross Unrealized Gains | 2 | 1 |
Gross Unrealized Losses | (427) | (86) |
Fair Value | 25,119 | 27,535 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 63,748 | 65,198 |
Gross Unrealized Gains | 3 | 9 |
Gross Unrealized Losses | (2,136) | (452) |
Fair Value | $ 61,615 | $ 64,755 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value by Contractual Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | $ 111,409 | $ 104,711 |
Over One Year Through Five Years | 63,400 | 93,852 |
Over Five Years | 0 | 0 |
Total | 174,809 | 198,563 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 40,795 | 22,550 |
Over One Year Through Five Years | 14,980 | 30,114 |
Over Five Years | 0 | 0 |
Total | 55,775 | 52,664 |
Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 2,734 | 4,150 |
Over One Year Through Five Years | 2,532 | 2,010 |
Over Five Years | 0 | 0 |
Total | 5,266 | 6,160 |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 6,470 | 14,041 |
Over One Year Through Five Years | 5,899 | 3,489 |
Over Five Years | 0 | 0 |
Total | 12,369 | 17,530 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 0 | 0 |
Over One Year Through Five Years | 11,811 | 12,229 |
Over Five Years | 0 | 0 |
Total | 11,811 | 12,229 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 2,854 | 17,690 |
Over One Year Through Five Years | 0 | 0 |
Over Five Years | 0 | 0 |
Total | 2,854 | 17,690 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 23,179 | 20,868 |
Over One Year Through Five Years | 1,940 | 6,667 |
Over Five Years | 0 | 0 |
Total | 25,119 | 27,535 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 35,377 | 25,412 |
Over One Year Through Five Years | 26,238 | 39,343 |
Over Five Years | 0 | 0 |
Total | $ 61,615 | $ 64,755 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | $ 174,809 | $ 198,563 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 2,854 | 17,690 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 55,775 | 52,664 |
Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 5,266 | 6,160 |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 12,369 | 17,530 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 11,811 | 12,229 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 25,119 | 27,535 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 61,615 | 64,755 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 408,523 | 475,211 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 196,749 | 254,157 |
Fair Value, Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 36,965 | 22,491 |
Marketable securities, at fair value | 2,854 | 17,690 |
Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 55,775 | 52,664 |
Fair Value, Recurring | Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 5,266 | 6,160 |
Fair Value, Recurring | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 12,369 | 17,530 |
Fair Value, Recurring | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 11,811 | 12,229 |
Fair Value, Recurring | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 25,119 | 27,535 |
Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 61,615 | 64,755 |
Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 281,970 | 342,740 |
Level 1 | Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 196,749 | 254,157 |
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] | ||
Marketable securities, at fair value | 55,775 | 52,664 |
Level 1 | Fair Value, Recurring | Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 5,266 | 6,160 |
Level 1 | Fair Value, Recurring | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 12,369 | 17,530 |
Level 1 | Fair Value, Recurring | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 11,811 | 12,229 |
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 | 126,553 | 132,471 |
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 | 36,965 | 22,491 |
Marketable securities, at fair value | 2,854 | 17,690 |
Level 2 | Fair Value, Recurring | U.S. Treasury securities | ||
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 | Yankee 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 | Agency 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 | Municipal 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 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, at fair value | 25,119 | 27,535 |
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 | 61,615 | 64,755 |
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] | ||
Marketable securities, at fair value | 0 | 0 |
Level 3 | Fair Value, Recurring | Yankee bonds | ||
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 | Agency bonds | ||
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 | Municipal bonds | ||
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 | 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 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 234,429 | $ 219,417 |
Less: accumulated depreciation and amortization | (131,930) | (109,952) |
Property and equipment, net | 102,499 | 109,465 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 91,759 | 86,410 |
Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 1 year | |
Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 13 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 44,418 | 43,251 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 17 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,274 | 11,141 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 1 year | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 8 years | |
Computer hardware and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 32,843 | 30,394 |
Computer hardware and office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 1 year | |
Computer hardware and office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 9 years | |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 44,151 | 35,826 |
Computer software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 1 year | |
Computer software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 10 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8,984 | $ 12,395 |
Property and Equipment, Net - N
Property and Equipment, Net - Narratives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Assets held for sale | $ 0 | $ 10,050 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Assets held for sale | 3,200 | |
Proceeds from sale of property held-for-sale | 12,100 | |
Gain (loss) on disposition of property plant equipment | $ 2,000 | |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Assets held for sale | $ 6,900 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 35,372 | $ 30,192 | $ 25,904 |
Cost of revenue | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 15,406 | 14,200 | 15,287 |
General and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 18,125 | 15,299 | 10,359 |
Research and development | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 1,841 | $ 693 | $ 258 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 9,235 | |
2024 | 9,769 | |
2025 | 7,939 | |
2026 | 6,941 | |
2027 | 6,857 | |
Thereafter | 56,026 | |
Total remaining lease payments | 96,767 | |
Less: imputed interest | (21,231) | |
Total operating lease liabilities | 75,536 | |
Less: current portion | (6,584) | $ (6,884) |
Long-term operating lease liabilities | $ 68,952 | $ 72,289 |
Weighted-average remaining lease term (in years) | 12 years 3 months 29 days | |
Weighted-average discount rate | 3.70% |
Leases - Summary of Additional
Leases - Summary of Additional Supplemental Data (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease costs | $ 13,135 | $ 11,231 |
Right-of-use assets obtained in exchange for operating lease liabilities | 9,149 | 39,785 |
Cash paid for operating leases | $ 11,222 | $ 10,165 |
Leases - Narrative (Details)
Leases - Narrative (Details) - Florida - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Minimum lease payments for leases executed but not commenced | $ 0 | $ 25 |
Leasehold improvements | ||
Lessee, Lease, Description [Line Items] | ||
Minimum lease payments for leases executed but not commenced | $ 17 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Rollforward of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 527,115 | |
Adjustment | (4,349) | |
Ending balance | 522,766 | |
Adjustment | ||
Goodwill [Roll Forward] | ||
Goodwill, purchase accounting adjustments | $ 4,300 | |
Clinical Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 462,603 | |
Adjustment | (3,821) | |
Ending balance | 458,782 | |
Pharma Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 64,512 | |
Adjustment | (528) | |
Ending balance | $ 63,984 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Classes of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, gross (excluding goodwill) | $ 501,380 | $ 501,380 |
Accumulated Amortization | 93,120 | 59,055 |
Finite-lived intangibles, net | 394,813 | |
Intangible assets, net | 408,260 | 442,325 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, cost | 13,447 | 13,447 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 143,101 | 143,101 |
Accumulated Amortization | 55,645 | 45,756 |
Finite-lived intangibles, net | 87,456 | 97,345 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 310,226 | 310,226 |
Accumulated Amortization | 33,117 | 11,798 |
Finite-lived intangibles, net | $ 277,109 | $ 298,428 |
Marketing Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 4 years | 4 years |
Cost | $ 549 | $ 549 |
Accumulated Amortization | 238 | 100 |
Finite-lived intangibles, net | $ 311 | $ 449 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 15 years | 15 years |
Cost | $ 31,473 | $ 31,473 |
Accumulated Amortization | 3,223 | 1,125 |
Finite-lived intangibles, net | $ 28,250 | $ 30,348 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 2 years 6 months | 5 years |
Cost | $ 2,584 | $ 2,584 |
Accumulated Amortization | 897 | 276 |
Finite-lived intangibles, net | $ 1,687 | $ 2,308 |
Minimum | Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 7 years | 7 years |
Minimum | Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 10 years | 10 years |
Maximum | Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 15 years | 15 years |
Maximum | Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 15 years | 15 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization Expense of Intangibles Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangibles | $ 34,058 | $ 23,160 | $ 9,817 |
Cost of revenue | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangibles | 19,412 | 10,407 | 0 |
General and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangibles | $ 14,646 | $ 12,753 | $ 9,817 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 35,133 |
2024 | 33,446 |
2025 | 33,343 |
2026 | 33,308 |
2027 | 32,758 |
Thereafter | 226,825 |
Net | $ 394,813 |
Investment in Non-Consolidate_2
Investment in Non-Consolidated Affiliate (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 USD ($) | Jun. 18, 2021 USD ($) | May 22, 2020 USD ($) board_seat | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2022 USD ($) | May 22, 2021 USD ($) | Jan. 31, 2021 USD ($) | May 31, 2020 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Carrying amount of investment in non-consolidated affiliate | $ 1,740,034 | $ 1,869,778 | |||||||||
Gain on settlement under line of credit | 4,700 | ||||||||||
Gain on investment in and loan receivable from non-consolidated affiliate, net | 0 | 109,260 | $ 3,955 | ||||||||
Inivata | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Fair value of previously-held equity interest | $ 64,900 | $ 64,906 | |||||||||
Fair value of Purchase Option | $ 74,300 | 74,300 | |||||||||
Unrealized gain on investment in non-consolidated affiliate, net | 104,600 | ||||||||||
Gain on investment in and loan receivable from non-consolidated affiliate, net | $ 109,300 | 109,300 | 4,000 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Carrying amount of investment in non-consolidated affiliate | 29,600 | ||||||||||
Unrealized gain on remeasurement | 4,000 | ||||||||||
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 | $ 30,000 | ||||||||||
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, Price Volatility | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Purchase option, measurement input (as a percent) | 0.840 | ||||||||||
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 | ||||||||||
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, Price Volatility | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Purchase option, measurement input (as a percent) | 0.840 | 0.840 | |||||||||
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 | |||||||||
Affiliated Entity | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Net unrealized loss from remeasurement of investment | $ 5,000 | ||||||||||
Amount outstanding under line of credit | 10,300 | ||||||||||
Affiliated Entity | Line of Credit | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Line of credit facility maximum borrowing capacity | $ 15,000 | $ 15,000 | |||||||||
Interest rate per annum (as a percent) | 0% | ||||||||||
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 | ||||||||||
Amount outstanding under line of credit | 10,300 | ||||||||||
Affiliated Entity | Variable Interest Entity, Not Primary Beneficiary | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Investment in minority interest | 29,600 | $ 25,000 | $ 29,600 | $ 25,000 | |||||||
Number of board seats granted | board_seat | 1 | ||||||||||
Percentage of investment in equity (as a percent) | 20% | ||||||||||
Transaction costs | $ 600 | ||||||||||
Affiliated Entity | Variable Interest Entity, Not Primary Beneficiary | Line of Credit | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Interest income from loan receivable | $ 400 | ||||||||||
Affiliated Entity | Preference Shares | Variable Interest Entity, Not Primary Beneficiary | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Investment in minority interest | 25,000 | 19,600 | 25,000 | ||||||||
Affiliated Entity | Purchase Option | Variable Interest Entity, Not Primary Beneficiary | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Investment in minority interest | $ 4,600 | $ 6,000 | $ 4,600 |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 11, 2021 | May 04, 2020 |
Debt Instrument [Line Items] | ||||||
Unamortized debt discount | $ (10,396) | |||||
Less: Unamortized debt issuance costs | (532) | |||||
Equipment financing obligations | 70 | $ 1,206 | ||||
Total debt | 535,392 | 533,689 | ||||
Less: Current portion of equipment financing obligations | (70) | (1,135) | ||||
Total long-term debt, net | 535,322 | 532,554 | ||||
0.25% Convertible Senior Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (as a percent) | 0.25% | 0.25% | 0.25% | |||
Principal | 345,000 | 345,000 | ||||
Unamortized debt discount | (7,505) | (8,963) | ||||
Less: Unamortized debt issuance costs | (174) | (208) | ||||
Long-term debt | 337,321 | 335,829 | ||||
1.25% Convertible Senior Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (as a percent) | 1.25% | 1.25% | 1.25% | |||
Principal | 201,250 | 201,250 | ||||
Unamortized debt discount | (2,891) | (4,090) | ||||
Less: Unamortized debt issuance costs | (358) | (506) | ||||
Long-term debt | 198,001 | 196,654 | ||||
Finance Obligations | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt discount | 0 | |||||
Less: Unamortized debt issuance costs | 0 | |||||
Less: Current portion of equipment financing obligations | $ (70) | $ (1,135) |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 11, 2021 USD ($) day $ / shares Rate shares | May 04, 2020 USD ($) day $ / shares Rate | Dec. 31, 2022 day Rate | Sep. 30, 2022 day | Sep. 30, 2021 day | Dec. 31, 2022 USD ($) Rate | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 | Dec. 31, 2022 $ / shares | |
Line of Credit Facility [Line Items] | |||||||||||
Issuance of common stock, net | $ 12,587,000 | $ 15,080,000 | $ 20,310,000 | ||||||||
Ownership of convertible notes (as a percent) | 25% | ||||||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 0 | 334,410,000 | $ 194,466,000 | ||||||||
Debt issuance costs | $ (532,000) | ||||||||||
Over-Allotment Option | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Issuance of common stock, net | $ 334,400,000 | $ 194,500,000 | |||||||||
Capped Call Transactions | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 29,300,000 | ||||||||||
Capped call transaction, number of underlying shares | shares | 5.2 | ||||||||||
Offering price per share (in dollars per share) | $ / shares | $ 85.75 | ||||||||||
Premium on offering price (as a percent) | 75% | ||||||||||
Public offering price (in dollars per share) | $ / shares | $ 49 | ||||||||||
0.25% Convertible Senior Notes | Convertible Debt | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Stated interest rate (as a percent) | 0.25% | 0.25% | 0.25% | 0.25% | |||||||
Debt instrument, face amount | $ 345,000,000 | ||||||||||
Discount on principal amount (as a percent) | Rate | 97% | ||||||||||
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% | ||||||||||
Convertible Notes, conversion ratio | Rate | 1.51172% | ||||||||||
Convertible Notes, conversion price (in dollars per share) | $ / shares | $ 66.15 | $ 9.24 | |||||||||
Redemption price of principal (as a percent) | 100% | ||||||||||
Ownership of convertible notes (as a percent) | 25% | ||||||||||
Interest expense, contractual coupon interest | $ 900,000 | 800,000 | |||||||||
Interest expense, accretion of debt discount | 1,500,000 | 1,400,000 | |||||||||
Interest expense, amortization of debt issuance costs | $ 34,000 | 32,000 | |||||||||
Effective interest rate on Convertible Notes (as a percent) | 0.70% | ||||||||||
Debt issuance costs | (208,000) | (174,000) | |||||||||
0.25% Convertible Senior Notes | Convertible Debt | Level 2 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Fair value of debt | 297,600,000 | 218,200,000 | |||||||||
0.25% Convertible Senior Notes | 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% | ||||||||||
0.25% Convertible Senior Notes | 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% | ||||||||||
1.25% Convertible Senior Notes | Convertible Debt | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Stated interest rate (as a percent) | 1.25% | 1.25% | 1.25% | 1.25% | |||||||
Debt instrument, face amount | $ 201,300,000 | ||||||||||
Discount on principal amount (as a percent) | Rate | 97% | ||||||||||
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% | ||||||||||
Convertible Notes, conversion ratio | Rate | 2.75198% | ||||||||||
Convertible Notes, conversion price (in dollars per share) | $ / shares | $ 36.34 | $ 9.24 | |||||||||
Redemption price of principal (as a percent) | 100% | ||||||||||
Interest expense, contractual coupon interest | $ 2,500,000 | 2,500,000 | |||||||||
Interest expense, accretion of debt discount | 1,200,000 | 1,200,000 | |||||||||
Interest expense, amortization of debt issuance costs | $ 100,000 | 100,000 | |||||||||
Effective interest rate on Convertible Notes (as a percent) | 1.96% | ||||||||||
Debt issuance costs | (506,000) | (358,000) | |||||||||
1.25% Convertible Senior Notes | Convertible Debt | Level 2 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Fair value of debt | $ 238,900,000 | $ 169,600,000 | |||||||||
1.25% Convertible Senior Notes | Convertible Debt | Debt Instrument, Redemption, Period One | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Threshold trading days | day | 20 | 20 | 20 | 20 | |||||||
Consecutive trading days | day | 30 | 30 | 30 | 30 | |||||||
Conversion price on applicable trading day (as a percent) | 130% | 130% | 130% | ||||||||
1.25% Convertible Senior Notes | 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% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 11, 2021 | May 04, 2020 |
Convertible Senior Notes | ||||||
Less: Unamortized debt issuance costs | $ (532) | |||||
Equipment Financing Obligations | ||||||
Current portion | (70) | $ (1,135) | ||||
Total Long-Term Debt | ||||||
2023 | 70 | |||||
2024 | 0 | |||||
2025 | 201,250 | |||||
2026 | 0 | |||||
2027 | 0 | |||||
Thereafter | 345,000 | |||||
Total Debt | 546,320 | |||||
Less: Current portion of long-term debt | (70) | |||||
Unamortized debt discount | (10,396) | |||||
Less: Unamortized debt issuance costs | (532) | |||||
Total long-term debt, net | 535,322 | 532,554 | ||||
0.25% Convertible Senior Notes | Convertible Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Stated interest rate (as a percent) | 0.25% | 0.25% | 0.25% | |||
Convertible Senior Notes | ||||||
2023 | 0 | |||||
2024 | 0 | |||||
2025 | 0 | |||||
2026 | 0 | |||||
2027 | 0 | |||||
Thereafter | 345,000 | |||||
Total Debt | 345,000 | |||||
Less: Current portion of long-term debt | 0 | |||||
Less: Unamortized debt issuance costs | (174) | (208) | ||||
Long-term debt, net | 337,321 | |||||
Total Long-Term Debt | ||||||
Unamortized debt discount | (7,505) | (8,963) | ||||
Less: Unamortized debt issuance costs | (174) | (208) | ||||
1.25% Convertible Senior Notes | Convertible Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Stated interest rate (as a percent) | 1.25% | 1.25% | 1.25% | |||
Convertible Senior Notes | ||||||
2023 | 0 | |||||
2024 | 0 | |||||
2025 | 201,250 | |||||
2026 | 0 | |||||
2027 | 0 | |||||
Thereafter | 0 | |||||
Total Debt | 201,250 | |||||
Less: Current portion of long-term debt | 0 | |||||
Less: Unamortized debt issuance costs | (358) | (506) | ||||
Long-term debt, net | 198,001 | |||||
Total Long-Term Debt | ||||||
Unamortized debt discount | (2,891) | (4,090) | ||||
Less: Unamortized debt issuance costs | (358) | (506) | ||||
Finance Obligations | ||||||
Convertible Senior Notes | ||||||
Less: Unamortized debt issuance costs | 0 | |||||
Equipment Financing Obligations | ||||||
2023 | 70 | |||||
2024 | 0 | |||||
2025 | 0 | |||||
2026 | 0 | |||||
2027 | 0 | |||||
Thereafter | 0 | |||||
Total Debt | 70 | |||||
Current portion | (70) | $ (1,135) | ||||
Long-term debt, net | 0 | |||||
Total Long-Term Debt | ||||||
Unamortized debt discount | 0 | |||||
Less: Unamortized debt issuance costs | $ 0 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | ||||
Termination fee | $ 0 | $ 0 | $ 3,317 | |
Cash flow hedge termination reclassified to earnings, net of tax | 0 | 0 | 2,661 | |
Previous interest rate swap agreement | ||||
Derivative [Line Items] | ||||
Termination fee | $ 3,300 | |||
Interest Rate Swap June 2018 | Cash Flow Hedging | Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Cash flow hedge termination reclassified to earnings, net of tax | $ 0 | $ 0 | $ 2,700 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||||||
Jun. 18, 2021 | Apr. 07, 2021 | Jan. 06, 2021 | Jun. 03, 2020 | Apr. 29, 2020 | Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Private Placement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares issued in transaction | 4,444,445 | |||||||
Sale of stock, price per share (in dollars per share) | $ 45 | |||||||
Sale of stock, consideration received | $ 189.9 | |||||||
Payments of stock issuance costs | $ 10.1 | |||||||
Common Stock Offering | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares issued in transaction | 4,081,632 | 4,400,000 | ||||||
Sale of stock, price per share (in dollars per share) | $ 49 | $ 28.50 | ||||||
Sale of stock, consideration received | $ 189.9 | $ 117.9 | ||||||
Payments of stock issuance costs | $ 10.1 | $ 7.5 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Sale of stock, option term | 30 days | |||||||
Over-Allotment Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares issued in transaction | 612,244 | 351,500 | 660,000 | |||||
Sale of stock, consideration received | $ 28.4 | $ 9.4 | ||||||
Payments of stock issuance costs | $ 1.6 | $ 0.6 | ||||||
Sale of stock, option term | 30 days | |||||||
Trapelo Health | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock issued (in shares) | 597,712 | 597,712 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||
Dec. 05, 2022 | Aug. 15, 2022 | May 25, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized (in shares) | 25,625,000 | |||||||
Number of shares, outstanding (in shares) | 4,214,617 | 2,961,195 | 3,785,941 | 5,318,759 | ||||
Number of shares available for grant (in shares) | 4,900,000 | 6,800,000 | ||||||
Strike price (in dollars per share) | $ 14.49 | $ 42.13 | $ 28.33 | |||||
Options, aggregate intrinsic value | $ 1.4 | |||||||
Options exercisable, intrinsic value | $ 0 | |||||||
Common stock closing price (in dollars per share) | $ 9.24 | |||||||
Options outstanding and exercisable (in shares) | 100,000 | |||||||
Options exercised during period, intrinsic value | $ 6.1 | $ 46.7 | $ 68.6 | |||||
Proceeds from stock options exercised | 10.3 | 13.7 | 18.4 | |||||
Fair value of options granted | 28.9 | 23.2 | 7.5 | |||||
Fair value of options vested | 8.3 | $ 11.7 | $ 5.2 | |||||
Incremental stock-based compensation for accelerated vesting | $ 8.6 | |||||||
Common stock issuance ESPP plan (in shares) | 415,450 | 112,094 | 138,309 | |||||
2022 CEO Inducement Agreement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Strike price (in dollars per share) | $ 12.62 | |||||||
Award vesting period | 4 years | |||||||
2022 CFO Inducement Agreement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Strike price (in dollars per share) | $ 11.62 | |||||||
Award vesting period | 4 years | |||||||
Employee Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock compensation expense | $ 8.1 | $ 11.6 | $ 6 | |||||
Unrecognized stock based compensation | $ 13.5 | |||||||
Unrecognized stock based compensation, weighted average period | 2 years 1 month 6 days | |||||||
Accelerated vesting (in shares) | 353,265 | |||||||
Incremental stock-based compensation for accelerated vesting | $ 2.7 | |||||||
Employee Stock Option | 2022 CEO Inducement Agreement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for grant (in shares) | 694,444 | |||||||
Employee Stock Option | 2022 CFO Inducement Agreement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for grant (in shares) | 249,169 | |||||||
Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares vested (in shares) | 413,747 | 213,777 | 184,127 | |||||
Stock compensation expense | $ 15.5 | $ 9.8 | $ 3.4 | |||||
Unrecognized stock based compensation | $ 17.1 | |||||||
Unrecognized stock based compensation, weighted average period | 2 years 2 months 12 days | |||||||
Accelerated vesting (in shares) | 285,114 | |||||||
Incremental stock-based compensation for accelerated vesting | $ 5.9 | |||||||
Restricted Stock | 2022 CEO Inducement Agreement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for grant (in shares) | 602,219 | |||||||
Restricted Stock | 2022 CFO Inducement Agreement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for grant (in shares) | 133,809 | |||||||
Shares vested (in shares) | 89,206 | |||||||
Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock compensation expense | $ 1 | $ 1.1 | $ 0.9 | |||||
Discount from market price (as a percent) | 15% | |||||||
Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Minimum | Employee Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 5 years | |||||||
Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
Maximum | Employee Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 7 years |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield (as a percent) | 0% | 0% | 0% |
Weighted average fair value/share at grant date (in dollars per share) | $ 6.42 | $ 18.87 | $ 8.88 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 3 years | 1 year 2 months 12 days | 3 years 9 months 18 days |
Risk-free interest rate (as a percent) | 1.40% | 0.20% | 0.20% |
Expected volatility (as a percent) | 41.90% | 38.70% | 39.90% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Risk-free interest rate (as a percent) | 4.50% | 1.30% | 1.70% |
Expected volatility (as a percent) | 66.70% | 51.40% | 44.60% |
Stock-Based Compensation - Stat
Stock-Based Compensation - Status of Our Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Outstanding, beginning balance (in shares) | 2,961,195 | 3,785,941 | 5,318,759 |
Granted (in shares) | 4,494,333 | 1,232,056 | 845,120 |
Exercised (in shares) | (949,259) | (1,372,564) | (2,310,934) |
Forfeited (in shares) | (2,291,652) | (684,238) | (67,004) |
Outstanding, ending balance (in shares) | 4,214,617 | 2,961,195 | 3,785,941 |
Exercisable (in shares) | 873,808 | ||
Weighted Average Exercise Price | |||
Outstanding , beginning balance (in dollars per share) | $ 25.46 | $ 15.21 | $ 9.97 |
Granted (in dollars per share) | 14.49 | 42.13 | 28.33 |
Exercised (in dollars per share) | 10.87 | 9.97 | 7.96 |
Forfeited (in dollars per share) | 26.50 | 29.70 | 16.37 |
Outstanding, ending balance (in dollars per share) | 16.48 | $ 25.46 | $ 15.21 |
Weighted average exercise price, exercisable (in dollars per share) | $ 27.53 |
Stock-Based Compensation - Roll
Stock-Based Compensation - Roll Forward of Non-Vested Stock Options Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | |||
Outstanding, beginning balance (in shares) | 1,292,839 | ||
Granted (in shares) | 4,494,333 | 1,232,056 | 845,120 |
Vested (in shares) | (684,633) | ||
Forfeited (in shares) | (1,761,730) | ||
Outstanding, ending balance (in shares) | 3,340,809 | 1,292,839 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning balance (in dollars per share) | $ 13.93 | ||
Granted (in dollars per share) | 6.42 | ||
Vested (in dollars per share) | 12.41 | ||
Forfeited (in dollars per share) | 10.27 | ||
Outstanding, ending balance (in dollars per share) | $ 6.11 | $ 13.93 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Information about our Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Outstanding (in shares) | shares | 4,214,617 |
Weighted Average Remaining Contractual Life (Years) | 5 years 6 months 18 days |
Weighted Average Exercise Price (in dollars per share) | $ 16.48 |
Number Exercisable (in shares) | shares | 873,808 |
Weighted Average Remaining Contractual Life (Years) | 2 years 5 months 4 days |
Weighted Average Exercise Price (in dollars per share) | $ 27.53 |
7.34 – 8.13 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, lower limit (in dollars per share) | 7.34 |
Range of Exercise Prices, upper limit (in dollars per share) | $ 8.13 |
Number Outstanding (in shares) | shares | 876,001 |
Weighted Average Remaining Contractual Life (Years) | 6 years 5 months 1 day |
Weighted Average Exercise Price (in dollars per share) | $ 8.04 |
Number Exercisable (in shares) | shares | 7,881 |
Weighted Average Remaining Contractual Life (Years) | 1 month 28 days |
Weighted Average Exercise Price (in dollars per share) | $ 8.03 |
8.14 – 11.34 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, lower limit (in dollars per share) | 8.14 |
Range of Exercise Prices, upper limit (in dollars per share) | $ 11.34 |
Number Outstanding (in shares) | shares | 863,300 |
Weighted Average Remaining Contractual Life (Years) | 5 years 10 months 28 days |
Weighted Average Exercise Price (in dollars per share) | $ 9.40 |
Number Exercisable (in shares) | shares | 89,470 |
Weighted Average Remaining Contractual Life (Years) | 3 months 10 days |
Weighted Average Exercise Price (in dollars per share) | $ 9.32 |
11.35 – 12.61 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, lower limit (in dollars per share) | 11.35 |
Range of Exercise Prices, upper limit (in dollars per share) | $ 12.61 |
Number Outstanding (in shares) | shares | 504,781 |
Weighted Average Remaining Contractual Life (Years) | 6 years 18 days |
Weighted Average Exercise Price (in dollars per share) | $ 11.87 |
Number Exercisable (in shares) | shares | 47,294 |
Weighted Average Remaining Contractual Life (Years) | 5 months 23 days |
Weighted Average Exercise Price (in dollars per share) | $ 11.94 |
12.62 – 21.40 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, lower limit (in dollars per share) | 12.62 |
Range of Exercise Prices, upper limit (in dollars per share) | $ 21.40 |
Number Outstanding (in shares) | shares | 943,249 |
Weighted Average Remaining Contractual Life (Years) | 5 years 5 months 12 days |
Weighted Average Exercise Price (in dollars per share) | $ 14.19 |
Number Exercisable (in shares) | shares | 207,971 |
Weighted Average Remaining Contractual Life (Years) | 1 year 11 months 19 days |
Weighted Average Exercise Price (in dollars per share) | $ 18.22 |
21.41 – 55.40 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, lower limit (in dollars per share) | 21.41 |
Range of Exercise Prices, upper limit (in dollars per share) | $ 55.40 |
Number Outstanding (in shares) | shares | 1,027,286 |
Weighted Average Remaining Contractual Life (Years) | 4 years 4 months 2 days |
Weighted Average Exercise Price (in dollars per share) | $ 33.98 |
Number Exercisable (in shares) | shares | 521,192 |
Weighted Average Remaining Contractual Life (Years) | 3 years 2 months 8 days |
Weighted Average Exercise Price (in dollars per share) | $ 36.08 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Restricted Shares | |||
Nonvested, beginning balance (in shares) | 851,403 | 291,891 | 335,298 |
Granted (in shares) | 2,865,727 | 936,648 | 149,012 |
Vested (in shares) | (413,747) | (213,777) | (184,127) |
Forfeited (in shares) | (1,308,522) | (163,359) | (8,292) |
Nonvested, ending balance (in shares) | 1,994,861 | 851,403 | 291,891 |
Weighted Average Grant Date Fair Value | |||
Nonvested, beginning balance (in dollars per share) | $ 36 | $ 23.82 | $ 15.75 |
Granted (in dollars per share) | 14.16 | 39.52 | 28.45 |
Vested (in dollars per share) | 33.19 | 32.83 | 12.90 |
Forfeited (in dollars per share) | 24.57 | 38.58 | 20.75 |
Nonvested, ending balance (in dollars per share) | $ 12.71 | $ 36 | $ 23.82 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Revenue from Contract with Customer [Abstract] | |||
Number of operating segments | segment | 2 | ||
Pharma contract liability, revenue recognized | $ 5.2 | $ 4.4 | $ 2.3 |
Amortization of contract commissions | $ 0.9 | $ 1.1 | $ 0.8 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contract with Customer, Asset, Net [Abstract] | ||
Current pharma contract assets | $ 1,898 | $ 1,738 |
Long-term pharma contract assets | 31 | 236 |
Total pharma contract assets | 1,929 | 1,974 |
Capitalized Contract Cost [Abstract] | ||
Current pharma capitalized commissions | 800 | 109 |
Long-term pharma capitalized commissions | 715 | 882 |
Total pharma capitalized commissions | 1,515 | 991 |
Contract with Customer, Liability [Abstract] | ||
Current pharma contract liabilities | 7,557 | 5,192 |
Long-term pharma contract liabilities | 19 | 917 |
Total pharma contract liabilities | $ 7,576 | $ 6,109 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | $ 509,728 | $ 484,329 | $ 444,448 |
Clinical Services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | 418,754 | 404,172 | 382,337 |
Pharma Services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | 90,974 | 80,157 | 62,111 |
Client direct billing | Clinical Services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | 279,732 | 252,617 | 240,535 |
Commercial insurance | Clinical Services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | 73,280 | 78,773 | 76,550 |
Medicare and other government | Clinical Services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | 65,585 | 72,010 | 64,776 |
Self-pay | Clinical Services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | $ 157 | $ 772 | $ 476 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Activities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $ 0 |
Restructuring charges incurred | 3,798 |
Impairment of facility-related assets | 718 |
Cash payments and other adjustments | (2,997) |
Ending Balance | $ 1,519 |
Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | Restructuring charges incurred |
Current liabilities | $ 1,519 |
Long-term liabilities | 0 |
Restructuring Reserve | 1,519 |
Severance and Other Employee Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0 |
Restructuring charges incurred | 1,036 |
Impairment of facility-related assets | 0 |
Cash payments and other adjustments | (477) |
Ending Balance | 559 |
Restructuring Reserve | 559 |
Facility Footprint Optimization | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0 |
Restructuring charges incurred | 0 |
Impairment of facility-related assets | 718 |
Cash payments and other adjustments | (718) |
Ending Balance | 0 |
Restructuring Reserve | 0 |
Consulting and Other Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0 |
Restructuring charges incurred | 2,762 |
Impairment of facility-related assets | 0 |
Cash payments and other adjustments | (1,802) |
Ending Balance | 960 |
Restructuring Reserve | $ 960 |
Restructuring - Narratives (Det
Restructuring - Narratives (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Expected costs | $ 5 |
Severance and Other Employee Costs | |
Restructuring Cost and Reserve [Line Items] | |
Expected costs | 2 |
Facility Footprint Optimization | |
Restructuring Cost and Reserve [Line Items] | |
Expected costs | 2 |
Consulting and Other Costs | |
Restructuring Cost and Reserve [Line Items] | |
Expected costs | $ 1 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Loss before taxes | $ (159,342) | $ (15,075) | $ (14,056) |
Current: | |||
Federal | (41) | 41 | (434) |
State | 176 | 41 | 273 |
Foreign | 17 | 0 | 0 |
Total current tax expense (benefit) | 152 | 82 | (161) |
Deferred: | |||
Federal | 614 | (575) | (12,856) |
State | (647) | 1,241 | (5,211) |
Foreign | (15,211) | (7,476) | 0 |
Total deferred benefit provision | (15,244) | (6,810) | (18,067) |
Total tax benefit provision | (15,092) | (6,728) | (18,228) |
Domestic | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before taxes | (90,058) | 24,761 | (6,954) |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before taxes | $ (69,284) | $ (39,836) | $ (7,102) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate and the Federal Statutory Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 21% | 21% | 21% |
State income taxes, net of federal income tax benefit | 2.06% | 17.77% | 14.29% |
Transaction Costs | (0.01%) | (10.11%) | 0% |
Penalties | (0.03%) | (15.61%) | (0.01%) |
Compensation expense | (2.17%) | (0.96%) | 65.78% |
Inivata acquisition fair value adjustment | 0% | 159.14% | 0% |
Capped call interest | 4.50% | 0% | 0% |
Tax credits | 1.32% | 11.63% | 32.11% |
Return to provision and other deferred tax adjustments | (0.22%) | 0% | 7.38% |
Foreign tax rate differential | 1.20% | 2.74% | (1.64%) |
Other, net | (0.12%) | (2.91%) | (0.26%) |
Valuation allowance | (18.07%) | (138.07%) | (8.97%) |
Effective tax rate | 9.46% | 44.62% | 129.68% |
Income Taxes - Current and Non-
Income Taxes - Current and Non-current Deferred Income Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Accrued compensation | $ 5,282 | $ 6,171 |
Net operating loss carry-forwards | 106,742 | 81,903 |
Tax credits | 8,983 | 6,596 |
Stock-based compensation | 2,797 | 2,355 |
Operating lease liabilities | 19,248 | 19,978 |
Interest expense | 2,751 | 886 |
Convertible debt discount | 5,287 | 0 |
Research expenditures | 4,348 | 0 |
Other | 4,529 | 2,963 |
Gross deferred tax assets | 159,967 | 120,852 |
Less: valuation allowance | (65,166) | (33,014) |
Total deferred tax assets | 94,801 | 87,838 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (18,215) | (19,094) |
Convertible debt discount | 0 | (1) |
Intangible assets | (101,886) | (108,592) |
Property and equipment | (9,450) | (15,389) |
Total deferred tax liabilities | (129,551) | (143,076) |
Net deferred income tax liabilities | $ (34,750) | $ (55,238) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes [Line Items] | ||
Operating loss carryforwards | $ 262,500 | |
Deferred tax assets, valuation allowance | 65,166 | $ 33,014 |
Foreign | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 188,900 | |
Deferred tax assets, valuation allowance | 59,500 | $ 5,700 |
Foreign | United Kingdom | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 158,200 | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 131,600 | |
Net operating loss carryforwards that do not expire | 4,600 | |
Federal | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards that expire | $ 8,100 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits - January 1 | $ 2,351 | $ 1,670 |
Increases in prior year positions | 82 | 83 |
Increases in tax positions taken in current year | 726 | 632 |
Statute expirations | 0 | (34) |
Unrecognized tax benefits - December 31 | $ 3,159 | $ 2,351 |
Net (Loss) Income per Share - C
Net (Loss) Income per Share - Computation of Basic and Diluted Net (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net Income (Loss) Available to Common Stockholders, Basic | $ (144,250) | $ (8,347) | $ 4,172 |
Basic weighted average common shares outstanding (in shares) | 124,217 | 119,962 | 108,579 |
Diluted weighted average shares outstanding (in dollars per share) | 124,217 | 119,962 | 111,794 |
Basic net (loss) income per share(in dollars per share) | $ (1.16) | $ (0.07) | $ 0.04 |
Diluted net (loss) income per share (in dollars per share) | $ (1.16) | $ (0.07) | $ 0.04 |
Stock options | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Dilutive effect of stock options and restricted stock awards (in shares) | 0 | 0 | 3,010 |
Restricted Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Dilutive effect of stock options and restricted stock awards (in shares) | 0 | 0 | 205 |
Net (Loss) Income per Share - S
Net (Loss) Income per Share - Schedule of Antidilutive Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from EPS calculation (in shares) | 199 | 1,892 | 0 |
Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from EPS calculation (in shares) | 312 | 194 | 0 |
Convertible Debt Securities | 1.25% Convertible Senior Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from EPS calculation (in shares) | 5,538 | 5,538 | 3,723 |
Convertible Debt Securities | 0.25% Convertible Senior Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from EPS calculation (in shares) | 5,215 | 5,130 | 0 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Matching percentage of company of every dollar contributed (as a percent) | 100% | ||
Maximum annual contribution (as a percent) | 3% | ||
Additional matching contribution (as a percent) | 50% | ||
Additional percentage of compensation subject to matching contribution (as a percent) | 2% | ||
Maximum company match (as a percent) | 4% | ||
Company contributions | $ 7.1 | $ 6.1 | $ 4.9 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 20, 2022 patent | Jan. 20, 2021 patent | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||
Purchase commitments | $ 1 | |||
Patent Infringement Complaint | ||||
Loss Contingencies [Line Items] | ||||
Number of patents allegedly infringed upon | patent | 1 | 2 | ||
Federal Healthcare Program Revenue | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency accrual | $ 11.2 | $ 11.2 |
Related Party Transactions (Det
Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 22, 2021 | May 22, 2020 | |
Line of Credit | |||||
Related Party Transaction [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 15 | $ 15 | |||
Long term debt outstanding | $ 0 | ||||
Strategic Alliance With Inivata Limited | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 0.8 | ||||
Pharma Service Contracts with CytomX Therapeutics, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | 0.7 | 0.7 | $ 0.3 | ||
Pharma Services contracts with HOOKIPA Pharma, Inc | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | $ 0.4 | $ 0.5 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 2 | ||
Net revenue: | |||
Total net revenue | $ 509,728 | $ 484,329 | $ 444,448 |
Cost of revenue: | |||
Cost of revenue | 321,832 | 297,269 | 258,555 |
Gross profit: | |||
GROSS PROFIT | 187,896 | 187,060 | 185,893 |
Operating expenses: | |||
General and administrative | 243,356 | 221,347 | 143,794 |
Research and development | 30,326 | 21,873 | 8,229 |
Sales and marketing | 67,321 | 62,594 | 47,862 |
Restructuring charges | 4,516 | 0 | 0 |
Total operating expenses | 345,519 | 305,814 | 199,885 |
LOSS FROM OPERATIONS | (157,623) | (118,754) | (13,992) |
Interest expense, net | 1,506 | 5,082 | 7,019 |
Other expense (income), net | 213 | 499 | (7,906) |
Gain on investment in and loan receivable from non-consolidated affiliate, net | 0 | (109,260) | (3,955) |
Loss on debt extinguishment | 0 | 0 | 1,400 |
Loss on termination of cash flow hedge | 0 | 0 | 3,506 |
Loss before taxes | (159,342) | (15,075) | (14,056) |
Income tax benefit | (15,092) | (6,728) | (18,228) |
NET (LOSS) INCOME | (144,250) | (8,347) | 4,172 |
Clinical Services | |||
Net revenue: | |||
Total net revenue | 418,754 | 404,172 | 382,337 |
Cost of revenue: | |||
Cost of revenue | 261,742 | 244,360 | 215,529 |
Gross profit: | |||
GROSS PROFIT | 157,012 | 159,812 | 166,808 |
Clinical Services | Amortization of acquired developed technology intangible assets | |||
Cost of revenue: | |||
Cost of revenue | 17,100 | 9,200 | |
Clinical Services | Write Off For COVID-19 PCR Testing Inventory | |||
Cost of revenue: | |||
Cost of revenue | 5,300 | ||
Pharma Services | |||
Net revenue: | |||
Total net revenue | 90,974 | 80,157 | 62,111 |
Cost of revenue: | |||
Cost of revenue | 60,090 | 52,909 | 43,026 |
Gross profit: | |||
GROSS PROFIT | 30,884 | 27,248 | $ 19,085 |
Pharma Services | Amortization of acquired developed technology intangible assets | |||
Cost of revenue: | |||
Cost of revenue | $ 2,400 | $ 1,200 |