Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 13, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.4 | ||
Entity Common Stock, Shares Outstanding | 127,610,039 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement for its 2024 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 | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 342,488 | $ 263,180 |
Marketable securities, at fair value | 72,715 | 174,809 |
Accounts receivable, net | 131,227 | 119,711 |
Inventories | 24,156 | 24,277 |
Prepaid assets | 17,987 | 15,237 |
Other current assets | 8,239 | 8,077 |
Total current assets | 596,812 | 605,291 |
Property and equipment (net of accumulated depreciation of $158,211 and $131,930, respectively) | 92,012 | 102,499 |
Operating lease right-of-use assets | 91,769 | 96,109 |
Intangible assets, net | 373,128 | 408,260 |
Goodwill | 522,766 | 522,766 |
Other assets | 4,742 | 5,109 |
Total non-current assets | 1,084,417 | 1,134,743 |
Total assets | 1,681,229 | 1,740,034 |
Current liabilities | ||
Accounts payable | 20,334 | 20,510 |
Accrued compensation | 53,161 | 40,141 |
Accrued expenses and other liabilities | 15,069 | 15,070 |
Current portion of equipment financing obligations | 0 | 70 |
Current portion of operating lease liabilities | 5,610 | 6,584 |
Contract liabilities | 2,130 | 7,557 |
Total current liabilities | 96,304 | 89,932 |
Long-term liabilities | ||
Convertible senior notes, net | 538,198 | 535,322 |
Operating lease liabilities | 67,871 | 68,952 |
Deferred income tax liabilities, net | 24,285 | 34,750 |
Other long-term liabilities | 13,034 | 13,055 |
Total long-term liabilities | 643,388 | 652,079 |
Total liabilities | 739,692 | 742,011 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity | ||
Common stock, $0.001 par value, (250,000,000 shares authorized; 127,369,142 and 126,913,992 shares issued and outstanding, respectively) | 127 | 127 |
Additional paid-in capital | 1,190,139 | 1,160,882 |
Accumulated other comprehensive loss | (1,674) | (3,899) |
Accumulated deficit | (247,055) | (159,087) |
Total stockholders’ equity | 941,537 | 998,023 |
Total liabilities and stockholders’ equity | $ 1,681,229 | $ 1,740,034 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation on property and equipment | $ 158,211 | $ 131,930 |
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) | 127,369,142 | 127,369,142 |
Common stock, outstanding (in shares) | 126,913,992 | 126,913,992 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net revenue: | |||
Total net revenue | $ 591,643 | $ 509,728 | $ 484,329 |
COST OF REVENUE | 347,039 | 321,832 | 297,269 |
GROSS PROFIT | 244,604 | 187,896 | 187,060 |
Operating expenses: | |||
General and administrative | 243,101 | 243,356 | 221,347 |
Research and development | 27,309 | 30,326 | 21,873 |
Sales and marketing | 70,842 | 67,321 | 62,594 |
Restructuring charges | 11,088 | 4,516 | 0 |
Total operating expenses | 352,340 | 345,519 | 305,814 |
LOSS FROM OPERATIONS | (107,736) | (157,623) | (118,754) |
Interest income | (16,902) | (6,075) | (3,138) |
Interest expense | 6,907 | 7,581 | 8,220 |
Other expense (income), net | (644) | 213 | 499 |
Gain on investment in and loan receivable from non-consolidated affiliate, net | 0 | 0 | (109,260) |
Loss before taxes | (97,097) | (159,342) | (15,075) |
Income tax benefit | (9,129) | (15,092) | (6,728) |
NET LOSS | $ (87,968) | $ (144,250) | $ (8,347) |
NET LOSS PER SHARE | |||
Basic (in dollars per share) | $ (0.70) | $ (1.16) | $ (0.07) |
Diluted (in dollars per share) | $ (0.70) | $ (1.16) | $ (0.07) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | |||
Basic (in shares) | 125,502 | 124,217 | 119,962 |
Diluted (in shares) | 125,502 | 124,217 | 119,962 |
Clinical Services | |||
Net revenue: | |||
Total net revenue | $ 495,636 | $ 418,754 | $ 404,172 |
COST OF REVENUE | 287,059 | 261,742 | 244,360 |
GROSS PROFIT | 208,577 | 157,012 | 159,812 |
Advanced Diagnostics | |||
Net revenue: | |||
Total net revenue | 96,007 | 90,974 | 80,157 |
COST OF REVENUE | 59,980 | 60,090 | 52,909 |
GROSS PROFIT | $ 36,027 | $ 30,884 | $ 27,248 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
NET LOSS | $ (87,968) | $ (144,250) | $ (8,347) |
OTHER COMPREHENSIVE (LOSS) INCOME: | |||
Net unrealized gain (loss) on marketable securities, net of tax | 2,225 | (3,261) | (648) |
Total other comprehensive income (loss), net of tax | 2,225 | (3,261) | (648) |
COMPREHENSIVE LOSS | $ (85,743) | $ (147,511) | $ (8,995) |
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, 2020 | 112,075,474 | |||||||
Beginning 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) | ||||||
Issuance of common stock for ESPP (in shares) | 112,094 | 112,094 | ||||||
Issuance of common stock for ESPP | $ 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) | ||||||
Stock-based compensation expense | 22,458 | 22,458 | ||||||
Net unrealized gain (loss) on marketable securities, net of tax | (648) | (648) | ||||||
Net 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] | ||||||||
Issuance of common stock for ESPP (in shares) | 415,450 | 415,450 | ||||||
Issuance of common stock for ESPP | $ 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) | ||||||
Stock-based compensation expense | 24,672 | 24,672 | ||||||
Net unrealized gain (loss) on marketable securities, net of tax | (3,261) | (3,261) | ||||||
Net loss | $ (144,250) | (144,250) | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 126,913,992 | 126,913,992 | ||||||
Ending balance at Dec. 31, 2022 | $ 998,023 | $ 127 | 1,160,882 | (3,899) | (159,087) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for ESPP (in shares) | 326,697 | 326,697 | ||||||
Issuance of common stock for ESPP | $ 3,660 | 3,660 | ||||||
Issuance of restricted stock, net of forfeitures (in shares) | (150,695) | |||||||
Issuance of restricted stock, net of forfeitures | $ (2,020) | (2,020) | ||||||
Issuance of common stock for stock options (in shares) | 279,148 | 279,148 | ||||||
Issuance of common stock for stock options | $ 3,011 | 3,011 | ||||||
Stock issuance fees and expenses | (27) | (27) | ||||||
Stock-based compensation expense | 24,633 | 24,633 | ||||||
Net unrealized gain (loss) on marketable securities, net of tax | 2,225 | 2,225 | ||||||
Net loss | $ (87,968) | (87,968) | ||||||
Ending balance (in shares) at Dec. 31, 2023 | 126,913,992 | 127,369,142 | ||||||
Ending balance at Dec. 31, 2023 | $ 941,537 | $ 127 | $ 1,190,139 | $ (1,674) | $ (247,055) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (87,968,000) | $ (144,250,000) | $ (8,347,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 37,450,000 | 35,372,000 | 30,192,000 |
Amortization of intangibles | 35,133,000 | 34,058,000 | 23,160,000 |
Non-cash stock-based compensation | 24,633,000 | 24,672,000 | 22,458,000 |
Non-cash operating lease expense | 9,235,000 | 9,775,000 | 8,716,000 |
Amortization of convertible debt discount | 2,691,000 | 2,657,000 | 2,563,000 |
Amortization of debt issuance costs | 185,000 | 182,000 | 178,000 |
Gain on investment in and loan receivable from non-consolidated affiliate, net | 0 | 0 | (109,260,000) |
Interest on loan receivable from non-consolidated affiliate | 0 | 0 | (391,000) |
Loss on disposal of assets | 292,000 | 2,858,000 | 606,000 |
Gain on sale of assets held for sale | 0 | (2,048,000) | 0 |
Impairment of long-lived assets | 1,703,000 | 718,000 | 0 |
Write off of COVID-19 PCR testing inventory and equipment | 0 | 0 | 6,061,000 |
Other non-cash items | 186,000 | 1,714,000 | 1,941,000 |
Changes in assets and liabilities, net: | |||
Accounts receivable, net | (11,516,000) | (7,581,000) | (4,691,000) |
Inventories | (454,000) | (1,100,000) | 1,634,000 |
Prepaid lease asset | 0 | 0 | (4,788,000) |
Prepaid and other assets | (3,180,000) | (1,160,000) | (1,906,000) |
Operating lease liabilities | (7,623,000) | (8,557,000) | (7,875,000) |
Deferred income tax liabilities, net | (11,193,000) | (16,098,000) | (6,299,000) |
Accrued compensation | 13,020,000 | 1,837,000 | 11,614,000 |
Accounts payable, accrued and other liabilities | (4,547,000) | 958,000 | 7,711,000 |
Net cash used in operating activities | (1,953,000) | (65,993,000) | (26,723,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of marketable securities | (6,756,000) | (97,605,000) | (196,791,000) |
Proceeds from maturities of marketable securities | 112,215,000 | 116,915,000 | 62,970,000 |
Purchases of property and equipment | (28,752,000) | (30,891,000) | (64,142,000) |
Proceeds from assets held for sale | 0 | 12,098,000 | 0 |
Business acquisitions, net of cash acquired | 0 | 0 | (419,404,000) |
Loan receivable from non-consolidated affiliate | 0 | 0 | (15,000,000) |
Net cash provided by (used in) investing activities | 76,707,000 | 517,000 | (632,367,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Repayment of equipment financing obligations | (70,000) | (758,000) | (3,047,000) |
Issuance of common stock, net | 4,624,000 | 12,587,000 | 15,080,000 |
Proceeds from issuance of convertible debt, net of issuance costs | 0 | 0 | 334,410,000 |
Premiums paid for capped call transactions | 0 | 0 | (29,291,000) |
Proceeds from equity offering, net of issuance costs | 0 | 0 | 408,133,000 |
Net cash provided by financing activities | 4,554,000 | 11,829,000 | 725,285,000 |
Net change in cash and cash equivalents | 79,308,000 | (53,647,000) | 66,195,000 |
Cash, cash equivalents and restricted cash, beginning of year | 263,180,000 | 316,827,000 | 250,632,000 |
Cash, cash equivalents and restricted cash, end of year | 342,488,000 | 263,180,000 | 316,827,000 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 3,380,000 | 3,404,000 | 3,065,000 |
Income taxes paid, net | 175,000 | 180,000 | 148,000 |
Supplemental disclosure of non-cash investing and financing information: | |||
Fair value of common stock issued to fund business acquisition | 0 | 0 | 29,174,000 |
Purchases of property and equipment included in accounts payable | $ 610,000 | $ 1,688,000 | $ 1,315,000 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
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 provide a wide range of oncology diagnostic testing and consultative services which includes technical laboratory services and professional interpretation of laboratory test results by licensed physicians who specialize in pathology and oncology. The Company operates a network of cancer-focused testing laboratories in the United States and the United Kingdom. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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. Segment Reporting The Company has historically reported its activities in two reportable segments; (1) the Clinical Services segment and (2) the Pharma Services segment. In the second quarter of 2023, the Pharma Services segment was rebranded as the Advanced Diagnostics segment. Functions within the Clinical Services segment include oncology diagnostics, community-based oncology and pathology sales, patient engagement, and clinical decision support. Functions within the Advanced Diagnostics segment include pharma services, informatics, R&D, minimal residual disease, liquid biopsy and therapy selection business development. Please refer to Note 17. 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 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 3. 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, 2023, 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, 2023, 2022 and 2021. 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 Advanced Diagnostics, 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. Other Current Assets As of December 31, 2023 and 2022, other current assets consisted primarily of receivables related to research and development (“R&D”) tax credits related to operations in the United Kingdom, 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, 2023, 2022 and 2021, no impairment losses related to intangible assets with indefinite useful lives were recorded. At December 31, 2023 and 2022 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, 2023 and 2022, the Company recognized $3.4 million and $0.7 million, respectively, of impairment charges to facility-related assets within restructuring charges on the Consolidated Statements of Operations. For the year ended December 31, 2021, there were no such impairment losses recognized. For further details on the Company’s restructuring activities, please refer to Note 11. 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. The Company has determined that its reporting units are the same as its reportable segments. For the years ended December 31, 2023, 2022 and 2021, the Company’s evaluation of goodwill resulted in no impairment losses. 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 15. 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 7. 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. Stock-based compensation expense for stock options, restricted stock awards, restricted stock units and performance awards is recorded over the requisite service period in general and administrative expenses on the Consolidated Statements of Operations. For awards with only a service condition, the Company expenses stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, the Company expenses the grant date fair value at the target over the vesting period regardless of the value that the award recipients ultimately receive. The fair values of stock option grants are estimated as of the date of grant by applying the Black-Scholes option valuation model. The fair value of restricted stock with a market condition is estimated at the date of grant using the Monte Carlo simulation model. The Black-Scholes and Monte Carlo models incorporate assumptions as to stock price volatility, the expected life of options or restricted stock, a risk-free interest rate and dividend yield. The fair value of restricted stock without a market condition is estimated using the current market price of the Company’s common stock on the date of grant. 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. The fair value of the performance stock units (“PSUs”) granted during the year ended December 31, 2023 was estimated as of the grant date using a Monte Carlo simulation, which requires management to make assumptions regarding risk-free interest rates and volatility of the Company’s stock price. The Monte Carlo simulation incorporates the same assumptions as Black-Scholes as to stock price volatility, the risk-free interest rate and dividend yield. The Company utilized the expected life of the PSUs for the expected term of the award, as the vesting term and contractual term of the awards are identical. Revenue Recognition 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. 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. Advanced Diagnostics Revenue The Company’s Advanced Diagnostics segment generally enters into contracts with pharmaceutical and biotech customers as well as other CRO 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. In addition, certain contracts include upfront fees and the revenue for those contracts is recognized over time as services are performed. Additional offerings within the Advanced Diagnostics 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, Advanced Diagnostics 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 contract term. The amortization of commission expense is based on the weighted average contract duration for all commissionable awards in the respective business in which the commission expense is paid, which approximates the period over which goods and services are transferred to the customer. 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. 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 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, 2023, 2022 and 2021, the Company recorded shipping expenses of approximately $18.4 million, $19.6 million, and $16.5 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. R&D expenses are presented net of R&D tax and expenditure credits from the UK government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions attached and will receive the reimbursement. 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, 2023, 2022 and 2021. 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 11. Restructuring. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between financial statement and tax bases of the assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all positive and negative evidence. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. 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. We recognize interest expense and penalties related to income tax matters, including unrecognized tax benefits, as a component of income tax expense. Net Loss 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 nonvested restricted stock awards and performance stock units 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 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. Accounting Pronouncements Pending Adoption In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 (in thousands): December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 15,437 $ — $ (64) $ 15,373 Yankee bonds 2,601 — (13) 2,588 Agency bonds 6,056 — (56) 6,000 Municipal bonds 12,694 — (597) 12,097 Commercial paper — — — — Asset-backed securities 4,971 — (37) 4,934 Corporate bonds 32,442 — (719) 31,723 Total $ 74,201 $ — $ (1,486) $ 72,715 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 The Company had $1.7 million and $0.9 million of accrued interest receivable at December 31, 2023 and 2022, 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, 2023 and 2022 (in thousands): December 31, 2023 One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 15,373 $ — $ — $ 15,373 Yankee bonds 2,588 — — 2,588 Agency bonds 6,000 — — 6,000 Municipal bonds 3,528 8,569 — 12,097 Commercial paper — — — — Asset-backed securities 4,934 — — 4,934 Corporate bonds 23,062 8,661 — 31,723 Total $ 55,485 $ 17,230 $ — $ 72,715 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 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, 2023 and 2022 (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 334,762 $ — $ — $ 334,762 Commercial paper — — — — Marketable securities: U.S. Treasury securities 15,373 — — 15,373 Yankee bonds 2,588 — — 2,588 Agency bonds 6,000 — — 6,000 Municipal bonds 12,097 — — 12,097 Commercial paper — — — — Asset-backed securities — 4,934 — 4,934 Corporate bonds — 31,723 — 31,723 Total $ 370,820 $ 36,657 $ — $ 407,477 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 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, 2023 and 2022. 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 contract liabilities are considered reasonable estimates of their respective fair values at December 31, 2023 and 2022 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, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consisted of the following at December 31, 2023 and 2022 (in thousands): 2023 2022 Estimated Useful Lives in Years Equipment $ 98,561 $ 91,759 1 - 13 Leasehold improvements 49,227 44,418 1-17 Furniture and fixtures 11,214 12,274 1-8 Computer hardware and office equipment 32,259 32,843 1-8 Computer software 55,350 44,151 1-7 Construction in progress 3,612 8,984 — Subtotal 250,223 234,429 Less: accumulated depreciation (158,211) (131,930) Property and equipment, net $ 92,012 $ 102,499 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. 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, 2023, 2022 and 2021, was as follows (in thousands): 2023 2022 2021 Cost of revenue $ 16,839 $ 15,406 $ 14,200 General and administrative 18,489 18,125 15,299 Research and development 2,122 1,841 693 Total depreciation $ 37,450 $ 35,372 $ 30,192 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 5. Leases As of December 31, 2023, 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 2024 $ 6,622 2025 7,917 2026 8,116 2027 8,121 2028 8,002 Thereafter 55,984 Total remaining lease payments 94,762 Less: imputed interest (21,281) Total operating lease liabilities 73,481 Less: current portion (5,610) Long-term operating lease liabilities $ 67,871 Weighted-average remaining lease term (in years) 11.98 Weighted-average discount rate 4.2 % The following summarizes additional supplemental data related to the operating leases for the years ended December 31, 2023 and 2022 (in thousands): 2023 2022 Operating lease costs $ 12,025 $ 13,135 Right-of-use assets obtained in exchange for operating lease liabilities $ 7,520 $ 9,149 Cash paid for operating leases $ 10,403 $ 11,222 The Company entered into $12.5 million of contractually binding minimum lease payments for a lease that commenced in November 2023. This amount is included in the above tables and relates to the lease of a laboratory facility in Durham, North Carolina. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 (in thousands): 2023 2022 Clinical Services $ 458,782 $ 458,782 Advanced Diagnostics 63,984 63,984 Total $ 522,766 $ 522,766 Intangible assets consisted of the following as of December 31, 2023 and 2022 (in thousands): 2023 Amortization Cost Accumulated Amortization Net Customer Relationships 7-15 $ 143,101 $ 65,534 $ 77,567 Developed Technology 10-15 310,226 54,438 255,788 Marketing Assets 4 549 376 173 Trademarks 15 31,473 5,321 26,152 Trade Name 2.5 2,584 2,583 1 Trademark - Indefinite lived — 13,447 — 13,447 Total $ 501,380 $ 128,252 $ 373,128 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 For the years ended December 31, 2023, 2022 and 2021, amortization on the Consolidated Statements of Operations was recorded as follows (in thousands): 2023 2022 2021 Amortization recorded in: Cost of revenue $ 19,638 $ 19,412 $ 10,407 General and administrative 15,495 14,646 12,753 Total amortization $ 35,133 $ 34,058 $ 23,160 As of December 31, 2023, the estimated amortization expense related to amortizable intangible assets for each of the five following years and thereafter is as follows (in thousands): 2024 $ 33,447 2025 33,343 2026 33,308 2027 32,758 2028 32,758 Thereafter 194,067 Total $ 359,681 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes long-term debt, net, at December 31, 2023 and 2022 (in thousands): 2023 2022 0.25% Convertible Senior Notes due 2028 Principal $ 345,000 $ 345,000 Unamortized debt discount (6,038) (7,505) Unamortized debt issuance costs (140) (174) Total 0.25% Convertible Senior Notes due 2028 338,822 337,321 1.25% Convertible Senior Notes due 2025 Principal 201,250 201,250 Unamortized debt discount (1,668) (2,891) Unamortized debt issuance costs (206) (358) Total 1.25% Convertible Senior Notes due 2025, net 199,376 198,001 Equipment financing obligations — 70 Total debt 538,198 535,392 Less: Current portion of equipment financing obligations — (70) Total long-term debt, net $ 538,198 $ 535,322 At December 31, 2023, 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 $262.4 million and $197.3 million, respectively. 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. 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 “2021 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, 2023. 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 2023. 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, 2023. 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 2024. 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, 2023. As of December 31, 2023, 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 2021 Indenture. In addition, following certain corporate events that occur prior to the maturity date as described in the 2021 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 $16.18 on December 31, 2023. 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 2021 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 2021 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, 2023. 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 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 “2020 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, 2023. 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 2023. 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, 2023. 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 2024. 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, 2023 and 2022. As of December 31, 2023, 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 2020 Indenture. In addition, following certain corporate events that occur prior to the maturity date as described in the 2020 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 $16.18 on December 31, 2023. 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 2020 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 $0.2 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, 2023. 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 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, 2023 are summarized as follows (in thousands): 0.25% Convertible Senior Notes 1.25% Convertible Senior Notes Total Long-Term Debt 2024 $ — $ — $ — 2025 — 201,250 201,250 2026 — — — 2027 — — — 2028 345,000 — 345,000 Thereafter — — — Total Debt 345,000 201,250 546,250 Less: Current portion of long-term debt — — — Less: Unamortized debt discount (6,038) (1,668) (7,706) Less: Unamortized debt issuance costs (140) (206) (346) Long-term debt, net $ 338,822 $ 199,376 $ 538,198 |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions 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. Common Stock Issued for Acquisition On April 7, 2021, the Company completed the acquisition of a 100% ownership interest in Intervention Insights, Inc. d/b/a Trapelo Heath (“Trapelo”). In connection with this acquisition the Company issued 597,712 shares of common stock as consideration for the acquisition of Trapelo in April 2021. 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plan Effective May 25, 2023, the Company adopted the NeoGenomics, Inc. 2023 Equity Incentive Plan (the “2023 Plan”) as approved by the Board of Directors on March 28, 2023 and the Company’s stockholders on May 25, 2023. The 2023 Plan replaced the NeoGenomics, Inc. Amended and Restated Equity Incentive Plan, as most recently amended and subsequently approved by the stockholders on May 25, 2017 (the “Prior Plan”). The 2023 Plan allows for the award of equity incentives including stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, 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 2023 Plan provides that the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the 2023 Plan is 3,975,000. Additionally, effective May 25, 2023, any remaining unissued shares from the Prior Plan are available for the grant of new awards under the 2023 Plan, bringing the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance to 29,600,000. The Company recorded approximately $24.6 million, $24.7 million and $22.5 million for stock-based compensation in general and administrative expenses on the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 respectively. Stock Options As of December 31, 2023 and 2022, a total of approximately 7.6 million and 4.9 million shares, respectively, were available for future option and stock awards under the 2023 Plan and the Prior Plan, respectively. Options typically expire after 7 or 10 years and generally vest over 3 or 4 years. 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, 2023, 2022 and 2021 were estimated as of the grant date using a Black-Scholes model. Weighted average assumptions used during the years ended December 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Expected term (in years) 4.0 – 6.5 3.0 – 5.5 1.2 – 5.5 Risk-free interest rate (%) 3.3% - 4.7% 1.4% - 4.5% 0.2% - 1.3% Expected volatility (%) 53.3% - 67.9% 41.9% - 66.7% 38.7% - 51.4% Dividend yield (%) — — — Weighted average fair value/share at grant date $9.03 $6.42 $18.87 The status of the stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Weighted-Average Aggregate Intrinsic Outstanding at December 31, 2020 3,785,941 $ 15.21 3.24 $ 146,252 Granted 1,232,056 42.13 Exercised (1,372,564) 9.97 46,692 Forfeited (684,238) 29.70 Outstanding at December 31, 2021 2,961,195 25.46 3.79 36,065 Granted 4,494,333 14.49 Exercised (949,259) 10.87 6,050 Forfeited (2,291,652) 26.50 Outstanding at December 31, 2022 4,214,617 16.48 5.55 1,375 Granted 1,679,860 17.11 Exercised (279,148) 10.79 1,373 Forfeited (1,234,230) 20.77 Outstanding at December 31, 2023 4,381,099 15.87 5.56 15,568 Exercisable at December 31, 2023 1,171,045 20.45 4.17 4,076 Vested and expected to vest at December 31, 2023 4,381,099 15.87 5.56 15,568 The total cash proceeds received from the exercise of stock options were approximately $3.0 million, $10.3 million and $13.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. The total fair value of option shares vested during the years ended December 31, 2023, 2022 and 2021 was approximately $6.2 million, $8.3 million and $11.7 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, 2023, 2022 and 2021 was approximately $9.9 million, $8.1 million and $11.6 million, respectively, and is included in general and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2023, there was approximately $12.8 million of total unrecognized stock-based compensation cost related to nonvested stock options granted under the 2023 Plan, the Form of Stand-Alone Inducement Restricted Stock Agreement and Form of Stand-Alone Inducement Stock Option Agreement entered into by the Company and Mr. Christopher M. Smith (collectively, the “CEO Inducement Award”), and the Form of Stand-Alone Inducement Restricted Stock Agreement and Form of Stand-Alone Inducement Stock Option Agreement entered into by the Company and Mr. Jeffrey S. Sherman (collectively, the “CFO Inducement Award”). This cost is expected to be recognized over a weighted-average period of 1.7 years. Restricted Stock Awards The number of shares and weighted average grant date fair values of restricted nonvested common stock at the beginning and end of 2023, 2022 and 2021, 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, 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 Granted 1,006,698 16.84 Vested (624,806) 13.89 Forfeited (414,834) 15.58 Nonvested at December 31, 2023 1,961,919 13.83 The total fair value of restricted stock vested during the years ended December 31, 2023, 2022 and 2021 was approximately $8.7 million, $13.7 million and $7.0 million, respectively. Stock compensation expense related to restricted stock for the years ended December 31, 2023, 2022 and 2021 was approximately $12.3 million, $15.5 million, and $9.8 million, respectively, and is included in general and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2023, there was approximately $15.3 million of total unrecognized stock-based compensation cost related to nonvested restricted stock granted under the 2023 Plan, the CEO Inducement Award and the CFO Inducement Award. This cost is expected to be recognized over a weighted-average period of 1.8 years. Performance-Based Restricted Stock Units The Company granted 305,105 PSUs subject to a market condition to certain of its executives with an aggregate grant date fair value of approximately $6.7 million for the year ended December 31, 2023. The number of shares awarded will be subject to adjustment based on the achievement of a TSR performance target. If the TSR performance target is achieved, the awards will vest at the end of the three-year requisite service period so long as the employee remains employed with the Company through the applicable vesting date. Compensation cost for the PSUs is recognized straight-line over the requisite service period, regardless of when, if ever, the market condition is satisfied. The Company recognized approximately $1.4 million of stock-based compensation related to the PSUs in general and administrative expenses on the Consolidated Statements of Operations for the year ended December 31, 2023, respectively. There were no such amounts for the years ended December 31, 2022 and 2021. A summary of the PSU activity under the Company’s plans for the year ended December 31, 2023 is as follows: Number of Stock Units Weighted Average Grant Date Fair Value Nonvested at December 31, 2022 — $ — Granted 305,105 21.83 Vested — — Forfeited — — Nonvested at December 31, 2023 305,105 21.83 The fair value of each PSU granted during the year ended December 31, 2023 was estimated as of the grant date using a Monte Carlo simulation with the following assumptions: 2023 Expected term (in years) 3.0 Risk-free interest rate (%) 3.6% - 4.0% Expected volatility (%) 68.40% - 69.90% Dividend yield (%) — Weighted average grant date fair value per share $21.83 As of December 31, 2023, there was approximately $5.2 million of unrecognized stock-based compensation expense related to nonvested PSUs that will be recognized over a weighted-average period of approximately 2.4 years. Modifications of Stock Option and Restricted Stock Awards For the year ended December 31, 2023, the Culture and Compensation Committee of the Company’s Board of Directors approved the accelerated vesting of 101,937 previously granted time-vesting stock option awards and 61,746 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 $0.9 million of incremental stock-based compensation upon acceleration, which consisted of $0.3 million and $0.6 million for the acceleration of stock option awards and restricted stock awards, respectively, for the year ended December 31, 2023. These amounts are included in stock compensation expense for the year ended December 31, 2023 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, 2023, 2022 and 2021 was approximately $1.0 million, $1.0 million and $1.1 million, respectively. Shares issued pursuant to this plan were 326,697, 415,450 and 112,094 for each of the years ended December 31, 2023, 2022 and 2021, respectively. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Clinical Services Revenue The Company’s specialized diagnostic services are performed based on a written test requisition form or electronic equivalent. The performance obligation is satisfied and revenues are recognized 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. Advanced Diagnostics Revenue The Company’s Advanced Diagnostics segment generally enters into contracts with pharmaceutical and biotech customers as well as other 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. In addition, certain contracts include upfront fees and the revenue for those contracts is recognized over time as services are performed. Additional offerings within the Advanced Diagnostics 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, Advanced Diagnostics 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 contract term. The amortization of commission expense is based on the weighted average contract duration for all commissionable awards in the respective business in which the commission expense is paid, which approximates the period over which goods and services are transferred to the customer. 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 Advanced Diagnostics as of December 31, 2023 and 2022 (in thousands): 2023 2022 Current contract assets (1) $ 37 $ 1,898 Long-term contract assets (2) — 31 Total contract assets $ 37 $ 1,929 Current capitalized commissions (1) $ 935 $ 800 Long-term capitalized commissions (2) 53 715 Total capitalized commissions $ 988 $ 1,515 Current contract liabilities $ 2,130 $ 7,557 Long-term contract liabilities (3) — 19 Total contract liabilities $ 2,130 $ 7,576 (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, 2023, 2022 and 2021, related to contract liability balances outstanding at the beginning of each year was $6.4 million, $5.2 million, and $4.4 million, respectively. Amortization of capitalized commissions for the years ended December 31, 2023, 2022 and 2021 were $1.0 million, $0.9 million and $1.1 million respectively. Disaggregation of Revenue The Company considered various factors for both its Clinical Services and Advanced Diagnostics 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. Advanced Diagnostics 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 Advanced Diagnostics revenue is not further disaggregated. The following table details the disaggregation of net revenue for both the Clinical Services and Advanced Diagnostics Segments for the years ended December 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Clinical Services: Client direct billing $ 332,894 $ 279,732 $ 252,617 Commercial insurance 88,022 73,280 78,773 Medicare and other government 74,370 65,585 72,010 Self-pay 350 157 772 Total Clinical Services 495,636 418,754 404,172 Advanced Diagnostics 96,007 90,974 80,157 Total net revenue $ 591,643 $ 509,728 $ 484,329 |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 (in thousands): Severance and Other Employee Costs Facility Footprint Optimization Consulting and Other Costs Total Balance as of December 31, 2022 $ 559 $ — $ 960 $ 1,519 Restructuring charges incurred 5,566 1,962 2,133 9,661 Impairment of facility-related assets — 1,427 — 1,427 Cash payments and other adjustments (1) (5,438) (2,000) (2,556) (9,994) Balance as of December 31, 2023 $ 687 $ 1,389 $ 537 $ 2,613 Current liabilities $ 2,613 Long-term liabilities — $ 2,613 (1) Other adjustments include non-cash asset charges related to Facility Footprint Optimization costs. In the third quarter of 2023, in response to new incremental information including ongoing negotiations with counterparties, the Company revised its original restructuring plan, cost and timing of approved projects. As a result, the Company anticipates incurring further restructuring charges extending into 2024. The Company expects these charges will ultimately result in enhanced operational efficiencies as it continues to optimize its geographic presence. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes (Loss) income before income tax expense (benefit) for the years ended December 31, 2023, 2022 and 2021 is as follows (in thousands): 2023 2022 2021 (Loss) income before income tax expense (benefit): Domestic $ (62,489) $ (90,058) $ 24,761 Foreign (34,608) (69,284) (39,836) Total $ (97,097) $ (159,342) $ (15,075) Income tax expense (benefit) Current: Federal $ — $ (41) $ 41 State 391 176 41 Foreign — 17 — Total current tax expense $ 391 $ 152 $ 82 Deferred: Federal $ (373) $ 614 $ (575) State 602 (647) 1,241 Foreign (9,749) (15,211) (7,476) Total deferred tax benefit $ (9,520) $ (15,244) $ (6,810) Total tax benefit $ (9,129) $ (15,092) $ (6,728) A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31, 2023, 2022 and 2021 is as follows: 2023 2022 2021 Federal statutory tax rate 21.00 % 21.00 % 21.00 % State income taxes, net of federal income tax benefit 1.01 % 2.06 % 17.77 % Transaction Costs (0.03) % (0.01) % (10.11) % Penalties — % (0.03) % (15.61) % Compensation expense (4.13) % (2.17) % (0.96) % Inivata acquisition fair value adjustment — % — % 159.14 % Capped call interest — % 4.50 % — % Tax credits 0.90 % 1.32 % 11.63 % Return to provision and other deferred tax adjustments (0.04) % (0.22) % — % Foreign tax rate differential 1.20 % 1.20 % 2.74 % Enacted Rate Changes 1.02 % — % — % Other, net (0.08) % (0.12) % (2.91) % Valuation allowance (11.45) % (18.07) % (138.07) % Effective tax rate 9.40 % 9.46 % 44.62 % At December 31, 2023 and 2022, deferred income tax assets and liabilities consisted of the following (in thousands): 2023 2022 Deferred tax assets: Accrued compensation 9,157 5,282 Net operating loss carry-forwards 114,856 106,742 Tax credits 11,076 8,983 Stock-based compensation 2,622 2,797 Operating lease liabilities 18,764 19,248 Interest expense 1,026 2,751 Convertible debt discount 4,319 5,287 Research expenditures 5,234 4,348 Other 3,313 4,529 Gross deferred tax assets 170,367 159,967 Less: valuation allowance (76,281) (65,166) Total deferred tax assets $ 94,086 $ 94,801 Deferred tax liabilities: Operating lease right-of-use assets $ (18,088) $ (18,215) Intangible assets (94,004) (101,886) Property and equipment (6,279) (9,450) Total deferred tax liabilities $ (118,371) $ (129,551) Net deferred income tax liabilities $ (24,285) $ (34,750) At December 31, 2023, the Company has federal net operating loss carry forwards of approximately $276.0 million, foreign net operating loss carryforwards of approximately $217.3 million, including $180.1 million in the United Kingdom, and state net operating loss carry forwards of approximately $180.8 million. Federal net operating loss (“NOLs”) carry forwards will begin to expire in 2030. 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 2023. NOLs in Switzerland and China begin to expire in 2024 and 2025, respectively, if not utilized in future periods. The NOLs in Singapore and the United Kingdom do not expire. As of December 31, 2023, the Company has federal R&D credit carryforwards of approximately $8.6 million that begin to expire in 2036 and state research and investment credit carryforwards of approximately $5.4 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, IRC Section 383, and the regulations thereunder. Based on a completed formal study, there were no ownership changes in prior periods that would materially limit the use of the Company’s net operating loss carryforwards and credit carryforwards under IRC Section 382 and IRC Section 383. 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, 2023 and 2022, 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 $67.8 million related to the Company’s domestic operations, a valuation of $1.5 million related to the Company's United Kingdom operations, and a full valuation allowance of $6.9 million 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 purposes, the Company has open tax years ended December 31, 2011 to December 31, 2023. For the United Kingdom the Company has open tax years ended December 31, 2021 and December 31, 2023. 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, 2023, 2022, and 2021 (in thousands): 2023 2022 2021 Unrecognized tax benefits - January 1 $ 3,159 $ 2,351 $ 1,670 Increases in prior year positions — 82 83 Increases in tax positions taken in current year 4,794 726 632 Statute expirations — — (34) Unrecognized tax benefits - December 31 $ 7,953 $ 3,159 $ 2,351 Due to the valuation allowance, the majority of unrecognized tax benefits at December 31, 2023, if recognized, would not impact the Company’s effective tax rate. 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. Although the timing and outcome of audit settlements are uncertain, it is unlikely there will be a significant reduction of the uncertain tax benefits in the next twelve months. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss per Share The Company presents both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options were exercised, stock awards vested 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, 2023, 2022 and 2021 (in thousands, except per share amounts): 2023 2022 2021 NET LOSS $ (87,968) $ (144,250) $ (8,347) Basic weighted average common shares outstanding 125,502 124,217 119,962 Diluted weighted average shares outstanding 125,502 124,217 119,962 Basic net loss per share $ (0.70) $ (1.16) $ (0.07) Diluted net loss per share $ (0.70) $ (1.16) $ (0.07) The following potential dilutive shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Stock options 460 199 1,892 Restricted stock awards 854 312 194 2025 Convertible Notes 5,538 5,538 5,538 2028 Convertible Notes 5,215 5,215 5,130 In addition, 246,856 shares of PSU awards are excluded from the computation of diluted EPS for the year ended December 31, 2023, respectively, as the contingency had not been satisfied. The Capped Call Transactions are not reflected in diluted net loss per share as they are anti-dilutive. For further details on the Capped Call Transactions, please refer to Note 7. Debt. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan The 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 $7.3 million, $7.1 million and $6.1 million during the years ended December 31, 2023, 2022 and 2021, 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, 2023 | |
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. These purchase commitments expire in 2025. The purchase commitments as of December 31, 2023, are as follows (in thousands): Years ending December 31, 2024 $ 2,175 2025 626 Total purchase commitments $ 2,801 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 case is in discovery and the jury trial has been scheduled for October 6, 2025. On July 28, 2023, Natera filed a complaint in the Middle District of North Carolina alleging NeoGenomics' RaDaR test infringes on two patents. On July 31, 2023, Natera moved for a preliminary injunction. On December 27, 2023, the district court issued a preliminary injunction against RaDaR ® . Natera posted a $10 million bond with the court on January 12, 2024. The court's initial determination was that Natera, Inc. demonstrated a likelihood that products using RaDaR ® technology infringe one Natera, Inc. patent. The order specifically allows patients already using RaDaR ® to continue their use. In addition, the order explicitly allows research projects and studies that are in progress, as well as clinical trials that are in progress or have been approved, to continue. On December 28, 2023, NeoGenomics appealed the preliminary injunction to the Federal Circuit. The appeal was docketed at the Federal Circuit on January 4, 2024. On February 5, 2024, NeoGenomics filed an Emergency Motion to Stay the Preliminary Injunction pending Appeal and a Motion to Expedite the appeal. The Federal Circuit granted expedited briefing of the appeal with oral arguments scheduled for March 29, 2024. The Company intends to vigorously pursue its appeal of the preliminary injunction. The infringement case is in discovery and the jury trial has been scheduled for March 10, 2025. The Company believes that it has good and substantial defenses to the claims alleged in these suits, but there is no guarantee that the Company will prevail. At the time of filing the outcome of these matters 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. On April 27, 2023, a shareholder of the Company filed a shareholder derivative action on behalf of the Company captioned Puskarich v. VanOort, et al. in Clark County Nevada, naming certain of the Company’s current and former officers and directors as defendants. The allegations are substantially similar to the allegations asserted in the Goldenberg action. Substantially similar shareholder derivative actions were subsequently filed in Lee County, Florida and in the United States District Court for the Southern District of New York, captioned Wong v. VanOort, et al. and Mellema v. VanOort, et al., respectively. The Company believes that it has valid defenses to the claims alleged in the lawsuits, but there is no guarantee that the Company will prevail. At the time of filing the outcome of these matters are 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 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, 2023 and 2022 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, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company has Advanced Diagnostics contracts with HOOKIPA Pharma, Inc., an entity with whom a director of the Company, Michael A. Kelly, was a director until April 2023. In connection with these contracts, the Company recognized $0.4 million, $0.4 million and $0.5 million of revenue in the Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company has historically reported its activities in two reportable segments, (1) Clinical Services and (2) Pharma Services. In the second quarter of 2023, the Pharma Services segment was rebranded as the Advanced Diagnostics segment. The financial information reviewed by the CODM includes revenues, cost of revenue, and gross profit for both reportable segments. Assets, operating expenses, loss from operations, and net loss are not presented at the segment level as that information is not used by the CODM. For further details regarding segment reporting, please refer to Note 2. Summary of Significant Accounting Policies. The following table summarizes segment information for the years ended December 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Net revenue: Clinical Services $ 495,636 $ 418,754 $ 404,172 Advanced Diagnostics 96,007 90,974 80,157 Total net revenue 591,643 509,728 484,329 Cost of revenue: Clinical Services (1) 287,059 261,742 244,360 Advanced Diagnostics (2) 59,980 60,090 52,909 Total cost of revenue 347,039 321,832 297,269 Gross profit: Clinical Services 208,577 157,012 159,812 Advanced Diagnostics 36,027 30,884 27,248 Total gross profit 244,604 187,896 187,060 (1) Clinical Services cost of revenue for the years ended December 31, 2023 and December 31, 2022 include $17.3 million and $17.1 million, respectively, of amortization of acquired intangible assets. (2) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 Reporting |
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 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 | 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 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 |
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, 2023, 2022 and 2021. 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, 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 Advanced Diagnostics, 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 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. |
Other Current Assets | Other Current Assets As of December 31, 2023 and 2022, other current assets consisted primarily of receivables related to research and development (“R&D”) tax credits related to operations in the United Kingdom, 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, 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, net |
Recoverability and Impairment of Long-Lived Assets | Recoverability and Impairment of Long-Lived Assets |
Goodwill | Goodwill |
Contingencies | Contingencies |
Debt Issuance Costs | Debt Issuance Costs |
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. Stock-based compensation expense for stock options, restricted stock awards, restricted stock units and performance awards is recorded over the requisite service period in general and administrative expenses on the Consolidated Statements of Operations. For awards with only a service condition, the Company expenses stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, the Company expenses the grant date fair value at the target over the vesting period regardless of the value that the award recipients ultimately receive. The fair values of stock option grants are estimated as of the date of grant by applying the Black-Scholes option valuation model. The fair value of restricted stock with a market condition is estimated at the date of grant using the Monte Carlo simulation model. The Black-Scholes and Monte Carlo models incorporate assumptions as to stock price volatility, the expected life of options or restricted stock, a risk-free interest rate and dividend yield. The fair value of restricted stock without a market condition is estimated using the current market price of the Company’s common stock on the date of grant. 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. The fair value of the performance stock units (“PSUs”) granted during the year ended December 31, 2023 was estimated as of the grant date using a Monte Carlo simulation, which requires management to make assumptions regarding risk-free interest rates and volatility of the Company’s stock price. The Monte Carlo simulation incorporates the same assumptions as Black-Scholes as to stock price volatility, the risk-free interest rate and dividend yield. The Company utilized the expected life of the PSUs for the expected term of the award, as the vesting term and contractual term of the awards are identical. |
Revenue Recognition | Revenue Recognition 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. 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. Advanced Diagnostics Revenue The Company’s Advanced Diagnostics segment generally enters into contracts with pharmaceutical and biotech customers as well as other CRO 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. In addition, certain contracts include upfront fees and the revenue for those contracts is recognized over time as services are performed. Additional offerings within the Advanced Diagnostics 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, Advanced Diagnostics 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 contract term. The amortization of commission expense is based on the weighted average contract duration for all commissionable awards in the respective business in which the commission expense is paid, which approximates the period over which goods and services are transferred to the customer. 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. |
Cost of Revenue | Cost of Revenue |
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. R&D expenses are presented net of R&D tax and expenditure credits from the UK government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions attached and will receive the reimbursement. 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, 2023, 2022 and 2021. |
Restructuring charges | Restructuring charges |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between financial statement and tax bases of the assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all positive and negative evidence. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. 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. We recognize interest expense and penalties related to income tax matters, including unrecognized tax benefits, as a component of income tax expense. |
Net Loss Income per Common Share | Net Loss 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 nonvested restricted stock awards and performance stock units 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 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. Accounting Pronouncements Pending Adoption In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires entities to consistently categorize and provide greater disaggregation of information in the rate reconciliation and to further disaggregate income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 may be applied retrospectively or prospectively. The Company is currently evaluating the planned adoption date and the impact of this standard on its annual disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update requires entities to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker (CODM) and included in each reported measure of segment profit or loss and requires disclosure of other segment items by reportable segment and a description of its composition. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company will adopt this pronouncement on January 1, 2024, and is currently evaluating the impact of this standard on its annual disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of 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, 2023 and 2022 (in thousands): December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 15,437 $ — $ (64) $ 15,373 Yankee bonds 2,601 — (13) 2,588 Agency bonds 6,056 — (56) 6,000 Municipal bonds 12,694 — (597) 12,097 Commercial paper — — — — Asset-backed securities 4,971 — (37) 4,934 Corporate bonds 32,442 — (719) 31,723 Total $ 74,201 $ — $ (1,486) $ 72,715 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 |
Schedule of 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, 2023 and 2022 (in thousands): December 31, 2023 One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Marketable Securities: U.S. Treasury securities $ 15,373 $ — $ — $ 15,373 Yankee bonds 2,588 — — 2,588 Agency bonds 6,000 — — 6,000 Municipal bonds 3,528 8,569 — 12,097 Commercial paper — — — — Asset-backed securities 4,934 — — 4,934 Corporate bonds 23,062 8,661 — 31,723 Total $ 55,485 $ 17,230 $ — $ 72,715 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 |
Schedule of 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, 2023 and 2022 (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 334,762 $ — $ — $ 334,762 Commercial paper — — — — Marketable securities: U.S. Treasury securities 15,373 — — 15,373 Yankee bonds 2,588 — — 2,588 Agency bonds 6,000 — — 6,000 Municipal bonds 12,097 — — 12,097 Commercial paper — — — — Asset-backed securities — 4,934 — 4,934 Corporate bonds — 31,723 — 31,723 Total $ 370,820 $ 36,657 $ — $ 407,477 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 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consisted of the following at December 31, 2023 and 2022 (in thousands): 2023 2022 Estimated Useful Lives in Years Equipment $ 98,561 $ 91,759 1 - 13 Leasehold improvements 49,227 44,418 1-17 Furniture and fixtures 11,214 12,274 1-8 Computer hardware and office equipment 32,259 32,843 1-8 Computer software 55,350 44,151 1-7 Construction in progress 3,612 8,984 — Subtotal 250,223 234,429 Less: accumulated depreciation (158,211) (131,930) Property and equipment, net $ 92,012 $ 102,499 Depreciation expense for the years ended December 31, 2023, 2022 and 2021, was as follows (in thousands): 2023 2022 2021 Cost of revenue $ 16,839 $ 15,406 $ 14,200 General and administrative 18,489 18,125 15,299 Research and development 2,122 1,841 693 Total depreciation $ 37,450 $ 35,372 $ 30,192 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lessee, Operating Lease, Liability, Maturity | As of December 31, 2023, 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 2024 $ 6,622 2025 7,917 2026 8,116 2027 8,121 2028 8,002 Thereafter 55,984 Total remaining lease payments 94,762 Less: imputed interest (21,281) Total operating lease liabilities 73,481 Less: current portion (5,610) Long-term operating lease liabilities $ 67,871 Weighted-average remaining lease term (in years) 11.98 Weighted-average discount rate 4.2 % |
Schedule of Lease, Cost | The following summarizes additional supplemental data related to the operating leases for the years ended December 31, 2023 and 2022 (in thousands): 2023 2022 Operating lease costs $ 12,025 $ 13,135 Right-of-use assets obtained in exchange for operating lease liabilities $ 7,520 $ 9,149 Cash paid for operating leases $ 10,403 $ 11,222 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 (in thousands): 2023 2022 Clinical Services $ 458,782 $ 458,782 Advanced Diagnostics 63,984 63,984 Total $ 522,766 $ 522,766 |
Schedule of Classes of Intangible Assets | Intangible assets consisted of the following as of December 31, 2023 and 2022 (in thousands): 2023 Amortization Cost Accumulated Amortization Net Customer Relationships 7-15 $ 143,101 $ 65,534 $ 77,567 Developed Technology 10-15 310,226 54,438 255,788 Marketing Assets 4 549 376 173 Trademarks 15 31,473 5,321 26,152 Trade Name 2.5 2,584 2,583 1 Trademark - Indefinite lived — 13,447 — 13,447 Total $ 501,380 $ 128,252 $ 373,128 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 |
Schedule of Intangible Asset Amortization Expense | For the years ended December 31, 2023, 2022 and 2021, amortization on the Consolidated Statements of Operations was recorded as follows (in thousands): 2023 2022 2021 Amortization recorded in: Cost of revenue $ 19,638 $ 19,412 $ 10,407 General and administrative 15,495 14,646 12,753 Total amortization $ 35,133 $ 34,058 $ 23,160 |
Schedule of Estimated Amortization Expense | As of December 31, 2023, the estimated amortization expense related to amortizable intangible assets for each of the five following years and thereafter is as follows (in thousands): 2024 $ 33,447 2025 33,343 2026 33,308 2027 32,758 2028 32,758 Thereafter 194,067 Total $ 359,681 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes long-term debt, net, at December 31, 2023 and 2022 (in thousands): 2023 2022 0.25% Convertible Senior Notes due 2028 Principal $ 345,000 $ 345,000 Unamortized debt discount (6,038) (7,505) Unamortized debt issuance costs (140) (174) Total 0.25% Convertible Senior Notes due 2028 338,822 337,321 1.25% Convertible Senior Notes due 2025 Principal 201,250 201,250 Unamortized debt discount (1,668) (2,891) Unamortized debt issuance costs (206) (358) Total 1.25% Convertible Senior Notes due 2025, net 199,376 198,001 Equipment financing obligations — 70 Total debt 538,198 535,392 Less: Current portion of equipment financing obligations — (70) Total long-term debt, net $ 538,198 $ 535,322 |
Schedule of Maturities of Long-term Debt | Maturities of long-term debt at December 31, 2023 are summarized as follows (in thousands): 0.25% Convertible Senior Notes 1.25% Convertible Senior Notes Total Long-Term Debt 2024 $ — $ — $ — 2025 — 201,250 201,250 2026 — — — 2027 — — — 2028 345,000 — 345,000 Thereafter — — — Total Debt 345,000 201,250 546,250 Less: Current portion of long-term debt — — — Less: Unamortized debt discount (6,038) (1,668) (7,706) Less: Unamortized debt issuance costs (140) (206) (346) Long-term debt, net $ 338,822 $ 199,376 $ 538,198 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Each Stock Option Award Granted | Weighted average assumptions used during the years ended December 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Expected term (in years) 4.0 – 6.5 3.0 – 5.5 1.2 – 5.5 Risk-free interest rate (%) 3.3% - 4.7% 1.4% - 4.5% 0.2% - 1.3% Expected volatility (%) 53.3% - 67.9% 41.9% - 66.7% 38.7% - 51.4% Dividend yield (%) — — — Weighted average fair value/share at grant date $9.03 $6.42 $18.87 The fair value of each PSU granted during the year ended December 31, 2023 was estimated as of the grant date using a Monte Carlo simulation with the following assumptions: 2023 Expected term (in years) 3.0 Risk-free interest rate (%) 3.6% - 4.0% Expected volatility (%) 68.40% - 69.90% Dividend yield (%) — Weighted average grant date fair value per share $21.83 |
Schedule of Stock Option Activity | The status of the stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Weighted-Average Aggregate Intrinsic Outstanding at December 31, 2020 3,785,941 $ 15.21 3.24 $ 146,252 Granted 1,232,056 42.13 Exercised (1,372,564) 9.97 46,692 Forfeited (684,238) 29.70 Outstanding at December 31, 2021 2,961,195 25.46 3.79 36,065 Granted 4,494,333 14.49 Exercised (949,259) 10.87 6,050 Forfeited (2,291,652) 26.50 Outstanding at December 31, 2022 4,214,617 16.48 5.55 1,375 Granted 1,679,860 17.11 Exercised (279,148) 10.79 1,373 Forfeited (1,234,230) 20.77 Outstanding at December 31, 2023 4,381,099 15.87 5.56 15,568 Exercisable at December 31, 2023 1,171,045 20.45 4.17 4,076 Vested and expected to vest at December 31, 2023 4,381,099 15.87 5.56 15,568 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The number of shares and weighted average grant date fair values of restricted nonvested common stock at the beginning and end of 2023, 2022 and 2021, 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, 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 Granted 1,006,698 16.84 Vested (624,806) 13.89 Forfeited (414,834) 15.58 Nonvested at December 31, 2023 1,961,919 13.83 |
Schedule of Restricted Stock Activity | A summary of the PSU activity under the Company’s plans for the year ended December 31, 2023 is as follows: Number of Stock Units Weighted Average Grant Date Fair Value Nonvested at December 31, 2022 — $ — Granted 305,105 21.83 Vested — — Forfeited — — Nonvested at December 31, 2023 305,105 21.83 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Assets and Liabilities | The following table summarizes the values of contract assets, capitalized commissions, and contract liabilities for Advanced Diagnostics as of December 31, 2023 and 2022 (in thousands): 2023 2022 Current contract assets (1) $ 37 $ 1,898 Long-term contract assets (2) — 31 Total contract assets $ 37 $ 1,929 Current capitalized commissions (1) $ 935 $ 800 Long-term capitalized commissions (2) 53 715 Total capitalized commissions $ 988 $ 1,515 Current contract liabilities $ 2,130 $ 7,557 Long-term contract liabilities (3) — 19 Total contract liabilities $ 2,130 $ 7,576 (1) Recorded within other current assets on the Consolidated Balance Sheets. (2) Recorded within other assets on the Consolidated Balance Sheets. (3) |
Schedule of Disaggregation of Revenue | The following table details the disaggregation of net revenue for both the Clinical Services and Advanced Diagnostics Segments for the years ended December 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Clinical Services: Client direct billing $ 332,894 $ 279,732 $ 252,617 Commercial insurance 88,022 73,280 78,773 Medicare and other government 74,370 65,585 72,010 Self-pay 350 157 772 Total Clinical Services 495,636 418,754 404,172 Advanced Diagnostics 96,007 90,974 80,157 Total net revenue $ 591,643 $ 509,728 $ 484,329 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 (in thousands): Severance and Other Employee Costs Facility Footprint Optimization Consulting and Other Costs Total Balance as of December 31, 2022 $ 559 $ — $ 960 $ 1,519 Restructuring charges incurred 5,566 1,962 2,133 9,661 Impairment of facility-related assets — 1,427 — 1,427 Cash payments and other adjustments (1) (5,438) (2,000) (2,556) (9,994) Balance as of December 31, 2023 $ 687 $ 1,389 $ 537 $ 2,613 Current liabilities $ 2,613 Long-term liabilities — $ 2,613 (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, 2023 | |
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, 2023, 2022 and 2021 is as follows (in thousands): 2023 2022 2021 (Loss) income before income tax expense (benefit): Domestic $ (62,489) $ (90,058) $ 24,761 Foreign (34,608) (69,284) (39,836) Total $ (97,097) $ (159,342) $ (15,075) Income tax expense (benefit) Current: Federal $ — $ (41) $ 41 State 391 176 41 Foreign — 17 — Total current tax expense $ 391 $ 152 $ 82 Deferred: Federal $ (373) $ 614 $ (575) State 602 (647) 1,241 Foreign (9,749) (15,211) (7,476) Total deferred tax benefit $ (9,520) $ (15,244) $ (6,810) Total tax benefit $ (9,129) $ (15,092) $ (6,728) |
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, 2023, 2022 and 2021 is as follows: 2023 2022 2021 Federal statutory tax rate 21.00 % 21.00 % 21.00 % State income taxes, net of federal income tax benefit 1.01 % 2.06 % 17.77 % Transaction Costs (0.03) % (0.01) % (10.11) % Penalties — % (0.03) % (15.61) % Compensation expense (4.13) % (2.17) % (0.96) % Inivata acquisition fair value adjustment — % — % 159.14 % Capped call interest — % 4.50 % — % Tax credits 0.90 % 1.32 % 11.63 % Return to provision and other deferred tax adjustments (0.04) % (0.22) % — % Foreign tax rate differential 1.20 % 1.20 % 2.74 % Enacted Rate Changes 1.02 % — % — % Other, net (0.08) % (0.12) % (2.91) % Valuation allowance (11.45) % (18.07) % (138.07) % Effective tax rate 9.40 % 9.46 % 44.62 % |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2023 and 2022, deferred income tax assets and liabilities consisted of the following (in thousands): 2023 2022 Deferred tax assets: Accrued compensation 9,157 5,282 Net operating loss carry-forwards 114,856 106,742 Tax credits 11,076 8,983 Stock-based compensation 2,622 2,797 Operating lease liabilities 18,764 19,248 Interest expense 1,026 2,751 Convertible debt discount 4,319 5,287 Research expenditures 5,234 4,348 Other 3,313 4,529 Gross deferred tax assets 170,367 159,967 Less: valuation allowance (76,281) (65,166) Total deferred tax assets $ 94,086 $ 94,801 Deferred tax liabilities: Operating lease right-of-use assets $ (18,088) $ (18,215) Intangible assets (94,004) (101,886) Property and equipment (6,279) (9,450) Total deferred tax liabilities $ (118,371) $ (129,551) Net deferred income tax liabilities $ (24,285) $ (34,750) |
Schedule of Unrecognized Tax Benefits | The following are the unrecognized tax benefits as of December 31, 2023, 2022, and 2021 (in thousands): 2023 2022 2021 Unrecognized tax benefits - January 1 $ 3,159 $ 2,351 $ 1,670 Increases in prior year positions — 82 83 Increases in tax positions taken in current year 4,794 726 632 Statute expirations — — (34) Unrecognized tax benefits - December 31 $ 7,953 $ 3,159 $ 2,351 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table shows the calculations for the years ended December 31, 2023, 2022 and 2021 (in thousands, except per share amounts): 2023 2022 2021 NET LOSS $ (87,968) $ (144,250) $ (8,347) Basic weighted average common shares outstanding 125,502 124,217 119,962 Diluted weighted average shares outstanding 125,502 124,217 119,962 Basic net loss per share $ (0.70) $ (1.16) $ (0.07) Diluted net loss per share $ (0.70) $ (1.16) $ (0.07) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potential dilutive shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Stock options 460 199 1,892 Restricted stock awards 854 312 194 2025 Convertible Notes 5,538 5,538 5,538 2028 Convertible Notes 5,215 5,215 5,130 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Purchase Commitments | The purchase commitments as of December 31, 2023, are as follows (in thousands): Years ending December 31, 2024 $ 2,175 2025 626 Total purchase commitments $ 2,801 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table summarizes segment information for the years ended December 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Net revenue: Clinical Services $ 495,636 $ 418,754 $ 404,172 Advanced Diagnostics 96,007 90,974 80,157 Total net revenue 591,643 509,728 484,329 Cost of revenue: Clinical Services (1) 287,059 261,742 244,360 Advanced Diagnostics (2) 59,980 60,090 52,909 Total cost of revenue 347,039 321,832 297,269 Gross profit: Clinical Services 208,577 157,012 159,812 Advanced Diagnostics 36,027 30,884 27,248 Total gross profit 244,604 187,896 187,060 (1) Clinical Services cost of revenue for the years ended December 31, 2023 and December 31, 2022 include $17.3 million and $17.1 million, respectively, of amortization of acquired intangible assets. (2) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 11, 2021 | May 04, 2020 | |
Schedule Of Significant Accounting Policies [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Impairment of indefinite lived intangible assets | $ 0 | $ 0 | $ 0 | ||
Restructuring charges | 11,088,000 | 4,516,000 | 0 | ||
Impairment of long-lived assets held-for-use | 1,703,000 | 718,000 | 0 | ||
Impairment losses | 0 | 0 | 0 | ||
Cost of revenue | $ 347,039,000 | $ 321,832,000 | 297,269,000 | ||
Convertible Debt | 2028 Convertible Notes | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Stated interest rate | 0.25% | 0.25% | 0.25% | ||
Convertible Debt | 2025 Convertible Notes | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Stated interest rate | 1.25% | 1.25% | 1.25% | ||
Shipping costs | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Cost of revenue | $ 18,400,000 | $ 19,600,000 | $ 16,500,000 | ||
Facility Footprint Optimization | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Restructuring charges | $ 3,400,000 | $ 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 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring and Nonrecurring Basis (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | $ 74,201,000 | $ 179,248,000 | |
Gross Unrealized Gains | 0 | 13,000 | |
Gross Unrealized Losses | (1,486,000) | (4,452,000) | |
Fair Value | 72,715,000 | 174,809,000 | |
Accrued interest receivable | 1,700,000 | 900,000 | |
Realized gains (losses) on marketable securities | $ 0 | $ 0 | $ 0 |
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | |
U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | $ 15,437,000 | $ 56,426,000 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (64,000) | (651,000) | |
Fair Value | 15,373,000 | 55,775,000 | |
Yankee bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 2,601,000 | 5,358,000 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (13,000) | (92,000) | |
Fair Value | 2,588,000 | 5,266,000 | |
Agency bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 6,056,000 | 12,485,000 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (56,000) | (116,000) | |
Fair Value | 6,000,000 | 12,369,000 | |
Municipal bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 12,694,000 | 12,841,000 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (597,000) | (1,030,000) | |
Fair Value | 12,097,000 | 11,811,000 | |
Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 0 | 2,846,000 | |
Gross Unrealized Gains | 0 | 8,000 | |
Gross Unrealized Losses | 0 | 0 | |
Fair Value | 0 | 2,854,000 | |
Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 4,971,000 | 25,544,000 | |
Gross Unrealized Gains | 0 | 2,000 | |
Gross Unrealized Losses | (37,000) | (427,000) | |
Fair Value | 4,934,000 | 25,119,000 | |
Corporate bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amortized Cost | 32,442,000 | 63,748,000 | |
Gross Unrealized Gains | 0 | 3,000 | |
Gross Unrealized Losses | (719,000) | (2,136,000) | |
Fair Value | $ 31,723,000 | $ 61,615,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Investments Classified by Contractual Maturity Date (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | $ 55,485 | $ 111,409 |
Over One Year Through Five Years | 17,230 | 63,400 |
Over Five Years | 0 | 0 |
Total | 72,715 | 174,809 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 15,373 | 40,795 |
Over One Year Through Five Years | 0 | 14,980 |
Over Five Years | 0 | 0 |
Total | 15,373 | 55,775 |
Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 2,588 | 2,734 |
Over One Year Through Five Years | 0 | 2,532 |
Over Five Years | 0 | 0 |
Total | 2,588 | 5,266 |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 6,000 | 6,470 |
Over One Year Through Five Years | 0 | 5,899 |
Over Five Years | 0 | 0 |
Total | 6,000 | 12,369 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 3,528 | 0 |
Over One Year Through Five Years | 8,569 | 11,811 |
Over Five Years | 0 | 0 |
Total | 12,097 | 11,811 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 0 | 2,854 |
Over One Year Through Five Years | 0 | 0 |
Over Five Years | 0 | 0 |
Total | 0 | 2,854 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 4,934 | 23,179 |
Over One Year Through Five Years | 0 | 1,940 |
Over Five Years | 0 | 0 |
Total | 4,934 | 25,119 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
One Year or Less | 23,062 | 35,377 |
Over One Year Through Five Years | 8,661 | 26,238 |
Over Five Years | 0 | 0 |
Total | $ 31,723 | $ 61,615 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | $ 72,715 | $ 174,809 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 15,373 | 55,775 |
Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 2,588 | 5,266 |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 6,000 | 12,369 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 12,097 | 11,811 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 2,854 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 4,934 | 25,119 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 31,723 | 61,615 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 407,477 | 408,523 |
Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 15,373 | 55,775 |
Fair Value, Recurring | Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 2,588 | 5,266 |
Fair Value, Recurring | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 6,000 | 12,369 |
Fair Value, Recurring | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 12,097 | 11,811 |
Fair Value, Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 2,854 |
Fair Value, Recurring | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 4,934 | 25,119 |
Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 31,723 | 61,615 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 334,762 | 196,749 |
Fair Value, Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 36,965 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 370,820 | 281,970 |
Fair Value, Recurring | Level 1 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 15,373 | 55,775 |
Fair Value, Recurring | Level 1 | Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 2,588 | 5,266 |
Fair Value, Recurring | Level 1 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 6,000 | 12,369 |
Fair Value, Recurring | Level 1 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 12,097 | 11,811 |
Fair Value, Recurring | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 1 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 334,762 | 196,749 |
Fair Value, Recurring | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 36,657 | 126,553 |
Fair Value, Recurring | Level 2 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 2 | Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 2 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 2 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 2,854 |
Fair Value, Recurring | Level 2 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 4,934 | 25,119 |
Fair Value, Recurring | Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 31,723 | 61,615 |
Fair Value, Recurring | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Fair Value, Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 36,965 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring | Level 3 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 3 | Yankee bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 3 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 3 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 3 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Fair Value, Recurring | Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 0 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 250,223 | $ 234,429 |
Less: accumulated depreciation | (158,211) | (131,930) |
Property and equipment, net | 92,012 | 102,499 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 98,561 | 91,759 |
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] | ||
Subtotal | $ 49,227 | 44,418 |
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] | ||
Subtotal | $ 11,214 | 12,274 |
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] | ||
Subtotal | $ 32,259 | 32,843 |
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 | 8 years | |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 55,350 | 44,151 |
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 | 7 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 3,612 | $ 8,984 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - Land $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Proceeds from sale of property held-for-sale | $ 12.1 |
Gain (loss) on disposition of property plant equipment | $ 2 |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total depreciation | $ 37,450 | $ 35,372 | $ 30,192 |
Cost of revenue | |||
Property, Plant and Equipment [Line Items] | |||
Total depreciation | 16,839 | 15,406 | 14,200 |
General and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Total depreciation | 18,489 | 18,125 | 15,299 |
Research and development | |||
Property, Plant and Equipment [Line Items] | |||
Total depreciation | $ 2,122 | $ 1,841 | $ 693 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 6,622 | |
2025 | 7,917 | |
2026 | 8,116 | |
2027 | 8,121 | |
2028 | 8,002 | |
Thereafter | 55,984 | |
Total remaining lease payments | 94,762 | |
Less: imputed interest | (21,281) | |
Total operating lease liabilities | 73,481 | |
Less: current portion | (5,610) | $ (6,584) |
Long-term operating lease liabilities | $ 67,871 | $ 68,952 |
Weighted-average remaining lease term (in years) | 11 years 11 months 23 days | |
Weighted-average discount rate | 4.20% |
Leases - Schedule of Additional
Leases - Schedule of Additional Supplemental Data (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease costs | $ 12,025 | $ 13,135 |
Right-of-use assets obtained in exchange for operating lease liabilities | 7,520 | 9,149 |
Cash paid for operating leases | $ 10,403 | $ 11,222 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Nov. 30, 2023 |
Lessee, Lease, Description [Line Items] | ||
Minimum lease payments | $ 94,762 | |
North Carolina. | ||
Lessee, Lease, Description [Line Items] | ||
Minimum lease payments | $ 12,500 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Goodwill | $ 522,766 | $ 522,766 |
Clinical Services | ||
Goodwill [Line Items] | ||
Goodwill | 458,782 | 458,782 |
Advanced Diagnostics | ||
Goodwill [Line Items] | ||
Goodwill | $ 63,984 | $ 63,984 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Classes of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 128,252 | $ 93,120 |
Net | 359,681 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total cost of intangibles | 501,380 | 501,380 |
Accumulated Amortization | 128,252 | 93,120 |
Intangible assets, net | 373,128 | 408,260 |
Trademarks | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Trademark - Indefinite lived | 13,447 | 13,447 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 143,101 | 143,101 |
Accumulated Amortization | 65,534 | 55,645 |
Net | 77,567 | 87,456 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 65,534 | $ 55,645 |
Customer Relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 7 years | 7 years |
Customer Relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 15 years | 15 years |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 310,226 | $ 310,226 |
Accumulated Amortization | 54,438 | 33,117 |
Net | 255,788 | 277,109 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 54,438 | $ 33,117 |
Developed Technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 10 years | 10 years |
Developed Technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 15 years | 15 years |
Marketing Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 4 years | 4 years |
Cost | $ 549 | $ 549 |
Accumulated Amortization | 376 | 238 |
Net | 173 | 311 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 376 | $ 238 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 15 years | 15 years |
Cost | $ 31,473 | $ 31,473 |
Accumulated Amortization | 5,321 | 3,223 |
Net | 26,152 | 28,250 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 5,321 | $ 3,223 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (years) | 2 years 6 months | 2 years 6 months |
Cost | $ 2,584 | $ 2,584 |
Accumulated Amortization | 2,583 | 897 |
Net | 1 | 1,687 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 2,583 | $ 897 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization | $ 35,133 | $ 34,058 | $ 23,160 |
Cost of revenue | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization | 19,638 | 19,412 | 10,407 |
General and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization | $ 15,495 | $ 14,646 | $ 12,753 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 33,447 |
2025 | 33,343 |
2026 | 33,308 |
2027 | 32,758 |
2028 | 32,758 |
Thereafter | 194,067 |
Net | $ 359,681 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 11, 2021 | May 04, 2020 |
Debt Instrument [Line Items] | ||||
Unamortized debt discount | $ (7,706) | |||
Less: Unamortized debt issuance costs | (346) | |||
Equipment financing obligations | 0 | $ 70 | ||
Total debt | 538,198 | 535,392 | ||
Less: Current portion of equipment financing obligations | 0 | (70) | ||
Total long-term debt, net | 538,198 | 535,322 | ||
Finance Obligations | ||||
Debt Instrument [Line Items] | ||||
Less: Current portion of equipment financing obligations | $ 0 | $ (70) | ||
Convertible Debt | 2028 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 0.25% | 0.25% | 0.25% | |
Principal | $ 345,000 | $ 345,000 | ||
Unamortized debt discount | (6,038) | (7,505) | ||
Less: Unamortized debt issuance costs | (140) | (174) | ||
Long-term debt | 338,822 | $ 337,321 | ||
Total long-term debt, net | $ 338,822 | |||
Convertible Debt | 2025 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 1.25% | 1.25% | 1.25% | |
Principal | $ 201,250 | $ 201,250 | ||
Unamortized debt discount | (1,668) | (2,891) | ||
Less: Unamortized debt issuance costs | (206) | (358) | ||
Long-term debt | 199,376 | $ 198,001 | ||
Total long-term debt, net | $ 199,376 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 12 Months Ended | ||||||
Jan. 11, 2021 USD ($) day $ / shares shares | May 04, 2020 USD ($) day $ / shares | Dec. 31, 2023 USD ($) day $ / shares | Sep. 30, 2023 day | Sep. 30, 2022 day | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||
Issuance of common stock, net | $ 4,624,000 | $ 12,587,000 | $ 15,080,000 | |||||
Ownership of convertible notes | 25% | |||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 0 | $ 0 | $ 334,410,000 | |||||
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 | 75% | |||||||
Public offering price (in dollars per share) | $ / shares | $ 49 | |||||||
Convertible Debt | 2028 Convertible Notes | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Stated interest rate | 0.25% | 0.25% | 0.25% | 0.25% | ||||
Debt instrument, face amount | $ 345,000,000 | |||||||
Discount on principal amount | 0.970 | |||||||
Discount on shares | $ 10,600,000 | |||||||
Threshold trading days | day | 20 | |||||||
Consecutive trading days | day | 30 | |||||||
Conversion price on applicable trading day | 130% | |||||||
Convertible notes, conversion price (in dollars per share) | $ / shares | $ 66.15 | $ 16.18 | $ 16.18 | |||||
Redemption price of principal | 100% | |||||||
Ownership of convertible notes | 25% | |||||||
Interest expense, contractual coupon interest | $ 900,000 | $ 900,000 | ||||||
Interest expense, accretion of debt discount | 1,500,000 | 1,500,000 | ||||||
Interest expense, amortization of debt issuance costs | $ 34,000 | 34,000 | ||||||
Effective interest rate on convertible notes | 0.70% | |||||||
Convertible notes, conversion ratio | 0.0151172 | |||||||
Convertible Debt | 2028 Convertible Notes | 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 | 130% | |||||||
Convertible Debt | 2028 Convertible Notes | 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 | 0.980 | |||||||
Convertible Debt | 2028 Convertible Notes | Level 2 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Fair value of debt | $ 262,400,000 | $ 262,400,000 | $ 218,200,000 | |||||
Convertible Debt | 2025 Convertible Notes | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Stated interest rate | 1.25% | 1.25% | 1.25% | 1.25% | ||||
Debt instrument, face amount | $ 201,300,000 | |||||||
Discount on principal amount | 0.970 | |||||||
Discount on shares | $ 6,900,000 | |||||||
Threshold trading days | day | 20 | |||||||
Consecutive trading days | day | 30 | |||||||
Conversion price on applicable trading day | 130% | |||||||
Convertible notes, conversion price (in dollars per share) | $ / shares | $ 36.34 | $ 16.18 | $ 16.18 | |||||
Redemption price of principal | 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 | $ 200,000 | 100,000 | ||||||
Effective interest rate on convertible notes | 1.96% | |||||||
Convertible notes, conversion ratio | 0.0275198 | |||||||
Convertible Debt | 2025 Convertible Notes | 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 | 130% | 130% | 130% | 130% | ||||
Convertible Debt | 2025 Convertible Notes | 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 | 0.980 | |||||||
Convertible Debt | 2025 Convertible Notes | Level 2 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Fair value of debt | $ 197,300,000 | $ 197,300,000 | $ 169,600,000 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 11, 2021 | May 04, 2020 |
Total Long-Term Debt | ||||
2024 | $ 0 | |||
2025 | 201,250 | |||
2026 | 0 | |||
2027 | 0 | |||
2028 | 345,000 | |||
Thereafter | 0 | |||
Total Debt | 546,250 | |||
Less: Current portion of long-term debt | 0 | |||
Unamortized debt discount | (7,706) | |||
Less: Unamortized debt issuance costs | (346) | |||
Total long-term debt, net | $ 538,198 | $ 535,322 | ||
Convertible Debt | 2028 Convertible Notes | ||||
Line of Credit Facility [Line Items] | ||||
Stated interest rate | 0.25% | 0.25% | 0.25% | |
Convertible Senior Notes | ||||
2024 | $ 0 | |||
2025 | 0 | |||
2026 | 0 | |||
2027 | 0 | |||
2028 | 345,000 | |||
Thereafter | 0 | |||
Total Debt | 345,000 | |||
Total Long-Term Debt | ||||
Less: Current portion of long-term debt | 0 | |||
Unamortized debt discount | (6,038) | $ (7,505) | ||
Less: Unamortized debt issuance costs | (140) | $ (174) | ||
Total long-term debt, net | $ 338,822 | |||
Convertible Debt | 2025 Convertible Notes | ||||
Line of Credit Facility [Line Items] | ||||
Stated interest rate | 1.25% | 1.25% | 1.25% | |
Convertible Senior Notes | ||||
2024 | $ 0 | |||
2025 | 201,250 | |||
2026 | 0 | |||
2027 | 0 | |||
2028 | 0 | |||
Thereafter | 0 | |||
Total Debt | 201,250 | |||
Total Long-Term Debt | ||||
Less: Current portion of long-term debt | 0 | |||
Unamortized debt discount | (1,668) | $ (2,891) | ||
Less: Unamortized debt issuance costs | (206) | $ (358) | ||
Total long-term debt, net | $ 199,376 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 18, 2021 | Apr. 07, 2021 | Jan. 06, 2021 | Dec. 31, 2023 | Dec. 31, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Common Stock Offering | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued in transaction (in shares) | 4,081,632 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||
Sale of stock, price per share (in dollars per share) | $ 49 | ||||
Sale of stock, consideration received | $ 189.9 | ||||
Payments of stock issuance costs | $ 10.1 | ||||
Over-Allotment Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued in transaction (in shares) | 612,244 | ||||
Sale of stock, consideration received | $ 28.4 | ||||
Payments of stock issuance costs | $ 1.6 | ||||
Sale of stock, option term | 30 days | ||||
Private Placement | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued in transaction (in shares) | 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 | ||||
Trapelo Health | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Voting interests acquired (as a percent) | 100% | ||||
Common stock issued (in shares) | 597,712 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
May 25, 2017 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 25, 2023 | Mar. 25, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number shares available for future issuance (in shares) | 29,600,000 | ||||||
Stock compensation expense | $ 24.6 | $ 24.7 | $ 22.5 | ||||
Number of shares available for grant (in shares) | 7,600,000 | 4,900,000 | |||||
Proceeds from stock options exercised | $ 3 | $ 10.3 | 13.7 | ||||
Fair value of options vested | 6.2 | $ 8.3 | $ 11.7 | ||||
Repurchase program adjustment | $ 0.9 | ||||||
Issuance of common stock for ESPP (in shares) | 326,697 | 415,450 | 112,094 | ||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock compensation expense | $ 9.9 | $ 8.1 | $ 11.6 | ||||
Unrecognized stock based compensation | $ 12.8 | ||||||
Unrecognized stock based compensation, weighted average period | 1 year 8 months 12 days | ||||||
Accelerated vesting (in shares) | 101,937 | ||||||
Repurchase program adjustment | $ 0.3 | ||||||
Restricted stock awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock compensation expense | 12.3 | 15.5 | 9.8 | ||||
Unrecognized stock based compensation | $ 15.3 | ||||||
Unrecognized stock based compensation, weighted average period | 1 year 9 months 18 days | ||||||
Fair value of restricted stock | $ 8.7 | $ 13.7 | $ 7 | ||||
Granted (in shares) | 1,006,698 | 2,865,727 | 936,648 | ||||
Accelerated vesting (in shares) | 61,746 | ||||||
Repurchase program adjustment | $ 0.6 | ||||||
PSU | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock compensation expense | $ 1.4 | $ 0 | $ 0 | ||||
Unrecognized stock based compensation, weighted average period | 2 years 4 months 24 days | ||||||
Granted (in shares) | 305,105 | ||||||
Granted in period, fair value | $ 6.7 | ||||||
Requisite service period | 3 years | ||||||
Unrecognized stock-based compensation expense | 5.2 | ||||||
Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock compensation expense | $ 1 | $ 1 | $ 1.1 | ||||
Discount from market price | 15% | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Minimum | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 7 years | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Maximum | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
2023 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number shares available for future issuance (in shares) | 3,975,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value of Each Stock Option Award Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate (%) - (Minimum) | 3.30% | 1.40% | 0.20% |
Risk-free interest rate (%) - (Maximum) | 4.70% | 4.50% | 1.30% |
Expected volatility (%) - (Minimum) | 53.30% | 41.90% | 38.70% |
Expected volatility (%) - (Maximum) | 67.90% | 66.70% | 51.40% |
Dividend yield (%) | 0% | 0% | 0% |
Weighted average fair value/share at grant date (in dollars per share) | $ 9.03 | $ 6.42 | $ 18.87 |
Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years | 3 years | 1 year 2 months 12 days |
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 6 months | 5 years 6 months | 5 years 6 months |
PSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 3 years | ||
Risk-free interest rate (%) - (Minimum) | 3.60% | ||
Risk-free interest rate (%) - (Maximum) | 4% | ||
Expected volatility (%) - (Minimum) | 68.40% | ||
Expected volatility (%) - (Maximum) | 69.90% | ||
Dividend yield (%) | 0% | ||
Weighted average fair value/share at grant date (in dollars per share) | $ 21.83 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||||
Beginning balance (in shares) | 4,214,617 | 2,961,195 | 3,785,941 | |
Granted (in shares) | 1,679,860 | 4,494,333 | 1,232,056 | |
Exercised (in shares) | (279,148) | (949,259) | (1,372,564) | |
Forfeited (in shares) | (1,234,230) | (2,291,652) | (684,238) | |
Ending balance (in shares) | 4,381,099 | 4,214,617 | 2,961,195 | 3,785,941 |
Exercisable at end of period (in shares) | 1,171,045 | |||
Vested and expected (in shares) | 4,381,099 | |||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 16.48 | $ 25.46 | $ 15.21 | |
Granted (in dollars per share) | 17.11 | 14.49 | 42.13 | |
Exercised (in dollars per share) | 10.79 | 10.87 | 9.97 | |
Forfeited (in dollars per share) | 20.77 | 26.50 | 29.70 | |
Ending balance (in dollars per share) | 15.87 | $ 16.48 | $ 25.46 | $ 15.21 |
Exercisable, ending balance (in dollars per share) | 20.45 | |||
Vested and expected (in dollars per share) | $ 15.87 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted average remaining contractual term | 5 years 6 months 21 days | 5 years 6 months 18 days | 3 years 9 months 14 days | 3 years 2 months 26 days |
Exercisable, ending balance of weighted-average remaining contract term (in dollars per share) | 4 years 2 months 1 day | |||
Vested and expected weighted-average remaining contract term (in dollars per share) | 5 years 6 months 21 days | |||
Beginning balance of Aggregate Intrinsic | $ 1,375 | $ 36,065 | $ 146,252 | |
Exercised | 1,373 | 6,050 | 46,692 | |
Ending balance of Aggregate Intrinsic | 15,568 | $ 1,375 | $ 36,065 | $ 146,252 |
Exercisable | 4,076 | |||
Options and vested | $ 15,568 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock awards | |||
Number of Restricted Shares | |||
Beginning balance (in shares) | 1,994,861 | 851,403 | 291,891 |
Granted (in shares) | 1,006,698 | 2,865,727 | 936,648 |
Vested (in shares) | (624,806) | (413,747) | (213,777) |
Forfeited (in shares) | (414,834) | (1,308,522) | (163,359) |
Ending balance (in shares) | 1,961,919 | 1,994,861 | 851,403 |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 12.71 | $ 36 | $ 23.82 |
Granted (in dollars per share) | 16.84 | 14.16 | 39.52 |
Vested (in dollars per share) | 13.89 | 33.19 | 32.83 |
Forfeited (in dollars per share) | 15.58 | 24.57 | 38.58 |
Ending balance (in dollars per share) | $ 13.83 | $ 12.71 | $ 36 |
PSU | |||
Number of Restricted Shares | |||
Beginning balance (in shares) | 0 | ||
Granted (in shares) | 305,105 | ||
Vested (in shares) | 0 | ||
Forfeited (in shares) | 0 | ||
Ending balance (in shares) | 305,105 | 0 | |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 21.83 | ||
Vested (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 0 | ||
Ending balance (in dollars per share) | $ 21.83 | $ 0 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Contract with Customer, Asset, Net [Abstract] | ||
Current contract assets | $ 37 | $ 1,898 |
Long-term contract assets | 0 | 31 |
Total contract assets | 37 | 1,929 |
Capitalized Contract Cost [Abstract] | ||
Current capitalized commissions | 935 | 800 |
Long-term capitalized commissions | 53 | 715 |
Total capitalized commissions | 988 | 1,515 |
Contract with Customer, Liability [Abstract] | ||
Current contract liabilities | 2,130 | 7,557 |
Long-term contract liabilities | 0 | 19 |
Total contract liabilities | $ 2,130 | $ 7,576 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Contract liability, revenue recognized | $ 6.4 | $ 5.2 | $ 4.4 |
Amortization of contract commissions | $ 1 | $ 0.9 | $ 1.1 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | $ 591,643 | $ 509,728 | $ 484,329 |
Clinical Services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | 495,636 | 418,754 | 404,172 |
Clinical Services | Client direct billing | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | 332,894 | 279,732 | 252,617 |
Clinical Services | Commercial insurance | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | 88,022 | 73,280 | 78,773 |
Clinical Services | Medicare and other government | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | 74,370 | 65,585 | 72,010 |
Clinical Services | Self-pay | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | 350 | 157 | 772 |
Advanced Diagnostics | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total net revenue | $ 96,007 | $ 90,974 | $ 80,157 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring charges incurred | $ 11,088 | $ 4,516 | $ 0 |
Improve Execution and Efficiency Across Organization | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 1,519 | ||
Restructuring charges incurred | 9,661 | ||
Impairment of facility-related assets | 1,427 | ||
Cash payments and other adjustments | (9,994) | ||
Ending Balance | 2,613 | 1,519 | |
Current liabilities | 2,613 | ||
Long-term liabilities | 0 | ||
Restructuring reserve | 2,613 | 1,519 | |
Severance and Other Employee Costs | Improve Execution and Efficiency Across Organization | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 559 | ||
Restructuring charges incurred | 5,566 | ||
Impairment of facility-related assets | 0 | ||
Cash payments and other adjustments | (5,438) | ||
Ending Balance | 687 | 559 | |
Restructuring reserve | 687 | 559 | |
Facility Footprint Optimization | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges incurred | 3,400 | 700 | |
Facility Footprint Optimization | Improve Execution and Efficiency Across Organization | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 0 | ||
Restructuring charges incurred | 1,962 | ||
Impairment of facility-related assets | 1,427 | ||
Cash payments and other adjustments | (2,000) | ||
Ending Balance | 1,389 | 0 | |
Restructuring reserve | 1,389 | 0 | |
Consulting and Other Costs | Improve Execution and Efficiency Across Organization | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 960 | ||
Restructuring charges incurred | 2,133 | ||
Impairment of facility-related assets | 0 | ||
Cash payments and other adjustments | (2,556) | ||
Ending Balance | 537 | 960 | |
Restructuring reserve | $ 537 | $ 960 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - Improve Execution and Efficiency Across Organization $ in Millions | Dec. 31, 2023 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Restructuring cost | $ 6.3 |
Severance and Other Employee Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring cost | 1.5 |
Facility Footprint Optimization | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring cost | 4.3 |
Consulting and Other Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring cost | $ 0.5 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Loss before taxes | $ (97,097) | $ (159,342) | $ (15,075) |
Current: | |||
Federal | 0 | (41) | 41 |
State | 391 | 176 | 41 |
Foreign | 0 | 17 | 0 |
Total current tax expense | 391 | 152 | 82 |
Deferred: | |||
Federal | (373) | 614 | (575) |
State | 602 | (647) | 1,241 |
Foreign | (9,749) | (15,211) | (7,476) |
Total deferred tax benefit | (9,520) | (15,244) | (6,810) |
Total tax benefit | (9,129) | (15,092) | (6,728) |
Domestic | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before taxes | (62,489) | (90,058) | 24,761 |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before taxes | $ (34,608) | $ (69,284) | $ (39,836) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 21% | 21% | 21% |
State income taxes, net of federal income tax benefit | 1.01% | 2.06% | 17.77% |
Transaction Costs | (0.03%) | (0.01%) | (10.11%) |
Penalties | 0% | (0.03%) | (15.61%) |
Compensation expense | (4.13%) | (2.17%) | (0.96%) |
Inivata acquisition fair value adjustment | 0% | 0% | 159.14% |
Capped call interest | 0% | 4.50% | 0% |
Tax credits | 0.90% | 1.32% | 11.63% |
Return to provision and other deferred tax adjustments | (0.04%) | (0.22%) | 0% |
Foreign tax rate differential | 1.20% | 1.20% | 2.74% |
Enacted Rate Changes | 1.02% | 0% | 0% |
Other, net | (0.08%) | (0.12%) | (2.91%) |
Valuation allowance | (11.45%) | (18.07%) | (138.07%) |
Effective tax rate | 9.40% | 9.46% | 44.62% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Accrued compensation | $ 9,157 | $ 5,282 |
Net operating loss carry-forwards | 114,856 | 106,742 |
Tax credits | 11,076 | 8,983 |
Stock-based compensation | 2,622 | 2,797 |
Operating lease liabilities | 18,764 | 19,248 |
Interest expense | 1,026 | 2,751 |
Convertible debt discount | 4,319 | 5,287 |
Research expenditures | 5,234 | 4,348 |
Other | 3,313 | 4,529 |
Gross deferred tax assets | 170,367 | 159,967 |
Less: valuation allowance | (76,281) | (65,166) |
Total deferred tax assets | 94,086 | 94,801 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (18,088) | (18,215) |
Intangible assets | (94,004) | (101,886) |
Property and equipment | (6,279) | (9,450) |
Total deferred tax liabilities | (118,371) | (129,551) |
Net deferred income tax liabilities | $ (24,285) | $ (34,750) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Line Items] | ||
Operating loss carryforwards | $ 276,000 | |
Deferred tax assets, valuation allowance | 76,281 | $ 65,166 |
Domestic | ||
Income Taxes [Line Items] | ||
Deferred tax assets, valuation allowance | 67,800 | |
Foreign | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 217,300 | |
Foreign | United Kingdom | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 180,100 | |
Deferred tax assets, valuation allowance | 1,500 | |
Foreign | China, Switzerland and Singapore | ||
Income Taxes [Line Items] | ||
Deferred tax assets, valuation allowance | 6,900 | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 180,800 | |
Net operating loss carryforwards that do not expire | 5,400 | |
Federal | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards that expire | $ 8,600 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | 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 | $ 3,159 | $ 2,351 | $ 1,670 |
Increases in prior year positions | 0 | 82 | 83 |
Increases in tax positions taken in current year | 4,794 | 726 | 632 |
Statute expirations | 0 | 0 | (34) |
Unrecognized tax benefits - December 31 | $ 7,953 | $ 3,159 | $ 2,351 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
NET LOSS | $ (87,968) | $ (144,250) | $ (8,347) |
Basic weighted average common shares outstanding (in shares) | 125,502 | 124,217 | 119,962 |
Diluted weighted average shares outstanding (in dollars per share) | 125,502 | 124,217 | 119,962 |
Basic net loss per share (in dollars per share) | $ (0.70) | $ (1.16) | $ (0.07) |
Diluted net loss per share (in dollars per share) | $ (0.70) | $ (1.16) | $ (0.07) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 460,000 | 199,000 | 1,892,000 |
Restricted stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 854,000 | 312,000 | 194,000 |
Convertible Debt Securities | 2025 Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 5,538,000 | 5,538,000 | 5,538,000 |
Convertible Debt Securities | 2028 Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 5,215,000 | 5,215,000 | 5,130,000 |
PSU | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 246,856 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Matching percentage of company of every dollar contributed | 100% | ||
Maximum annual contribution | 3% | ||
Additional matching contribution | 50% | ||
Additional percentage of compensation subject to matching contribution | 2% | ||
Maximum company match | 4% | ||
Company contributions | $ 7.3 | $ 7.1 | $ 6.1 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Purchase Commitments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 2,175 |
2025 | 626 |
Total purchase commitments | $ 2,801 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Millions | Dec. 27, 2023 USD ($) patent | Jul. 28, 2023 patent | Dec. 20, 2022 patent | Jan. 20, 2021 patent | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Patent Infringement Complaint | ||||||
Contractual Obligation [Line Items] | ||||||
Number of patents allegedly infringed upon | patent | 2 | 1 | 2 | |||
Bond posted by plaintiff | $ | $ 10 | |||||
Number of patents likely infringed determined by the court | patent | 1 | |||||
Federal Healthcare Program Revenue | ||||||
Contractual Obligation [Line Items] | ||||||
Loss contingency accrual | $ | $ 11.2 | $ 11.2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Total net revenue | $ 591,643 | $ 509,728 | $ 484,329 |
Related Party | HOOKIPA Pharma, Inc | |||
Related Party Transaction [Line Items] | |||
Total net revenue | $ 400 | 400 | 500 |
Related Party | CytomX Therapeutics, Inc. | |||
Related Party Transaction [Line Items] | |||
Total net revenue | $ 700 | $ 700 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Net Revenue | $ 591,643 | $ 509,728 | $ 484,329 |
Cost of revenue | 347,039 | 321,832 | 297,269 |
GROSS PROFIT | 244,604 | 187,896 | 187,060 |
Clinical Services | |||
Segment Reporting Information [Line Items] | |||
Net Revenue | 495,636 | 418,754 | 404,172 |
Cost of revenue | 287,059 | 261,742 | 244,360 |
GROSS PROFIT | 208,577 | 157,012 | 159,812 |
Amortization of acquired intangible assets | 17,300 | 17,100 | |
Advanced Diagnostics | |||
Segment Reporting Information [Line Items] | |||
Net Revenue | 96,007 | 90,974 | 80,157 |
Cost of revenue | 59,980 | 60,090 | 52,909 |
GROSS PROFIT | 36,027 | 30,884 | $ 27,248 |
Amortization of acquired intangible assets | $ 2,400 | $ 2,400 |